SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 February 20, 2002 ------------------------------------------------------------------------------ (Date of earliest event reported) Charter Financial Corporation ------------------------------------------------------------------------------ (Exact name of registrant as specified in its charter) United States 000-33071 58-2659667 ------------------------------------------------------------------------------ (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 600 Third Avenue, West Point, Georgia 31833 ------------------------------------------------------------------------------ (Address of principal executive offices) (Zip Code) (706) 645-1391 ------------------------------------------------------------------------------ (Registrant's telephone number, including area code) N/A ------------------------------------------------------------------------------ (Former name or former address, if changed since last report) Item 5. Other Events On February 20, 2002, Charter Financial Corporation issued a press release announcing that it had made an offer to acquire all of the currently outstanding shares of FLAG Financial Corporation (Nasdaq: FLAG) on February 13, 2002. The press release is attached hereto as Exhibit 99.1, which is incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Not applicable (b) Not applicable (c) Exhibits 99.1 Press release dated February 20, 2002. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CHARTER FINANCIAL CORPORATION Date: February 21, 2002 By: /s/ Robert L. Johnson ----------------------- Robert L. Johnson President and Chief Executive Officer