UNITED STATES

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

Date of Report (Date of Earliest Event Reported): November 26, 2012

COVENANT BANCSHARES, INC.

(Exact Name of Registrant as Specified in its Charter)

000-53989

(Commission File Number)

Delaware	80-0092089
Illinois	80-0092089
(State or other Jurisdiction of Incorporation)	(I.R.S. Employer Identification No.)

7306 West Madison Street

Forest Park, Illinois 60130

(Address of Principal Executive Offices)

(773) 533-6900

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨o o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨o ~~Soliciting~~Pre-commencement ~~material~~communications pursuant to Rule ~~14a~~14d-122(b) under the Exchange Act (17 CFR 240.~~14a~~14d-122(b))

¨o Pre-commencement communications pursuant to Rule ~~14d~~13e-24(bc) under the Exchange Act (17 CFR 240.~~14d~~13e-24(bc))

¨Item ~~Pre-commencement~~8.01 Other ~~communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240~~Events.~~13e-4(c))~~

~~Item~~On 3November 6, 2012, Covenant Bank (the “Bank”), the wholly owned subsidiary of Covenant Bancshares, Inc.~~02 Unregistered~~ ~~Sales~~(the “Company”), was notified by the Federal Deposit Insurance Corporation (the “FDIC”) that the Bank falls within the “significantly undercapitalized” capital category. In addition, the Bank was issued a Supervisory Prompt Corrective Action Directive (“PCA”) by the FDIC. The PCA provides that the Bank, in conjunction with the Company, must increase its capital to a level sufficient to restore the Bank to at least an “adequately capitalized” level as defined in the FDIC regulations or accept an offer to be acquired by a depository institution holding company or to combine with another insured depository institution. The Company continues to explore various strategic alternatives, including a recapitalization by third parties that would result in a change in control. A recapitalization would most probably result in a substantial dilution to the Company’s current stockholders and could adversely affect the value of ~~Equity~~the ~~Securities~~Company’s common stock. The Company can give no guarantee that it will be able to comply with the PCA. If the Bank is unable to satisfy the requirements of the PCA, then the FDIC has authority to take additional regulatory action against the Bank.

OnThe ~~November~~Bank 2,continues ~~2012,~~to ~~Covenant~~be ~~Bancshares,~~subject ~~Inc.~~to (the ~~“Company”)~~Consent ~~sold~~Order aentered ~~total~~into ofwith ~~$750,000~~the ofFederal ~~its~~Deposit ~~Fixed~~Insurance ~~Rate~~Corporation ~~Cumulative~~and ~~Perpetual Preferred Stock, Series A par value $25,000 per share (~~the ~~“Preferred~~Illinois ~~Stock”)~~Department inof ~~transactions~~Financial ~~exempt~~and ~~from~~Professional ~~the~~Regulation ~~Securities~~on ~~Act~~June of6, ~~1933~~2011, aspursuant ~~amended~~to ~~(the “Securities Act”)~~which, toamong ~~William~~other ~~Winston~~things, the ~~Company’s~~Bank ~~Chairman~~agreed ~~and~~to ~~Chief~~achieve ~~Executive~~and ~~Officer. The~~maintain ~~Preferred Stock will pay cumulative dividends at~~ a ~~rate~~Tier of1 2%leverage ~~per~~capital ~~year. Subsequent~~ratio ~~to such sales~~ of ~~the~~at ~~Preferred~~least ~~Stock,~~9% ~~there~~and ~~were~~ a total ofrisk-based 58capital ~~shares~~ratio of ~~Preferred~~at ~~Stock~~least ~~issued~~13%. ~~and~~As ~~outstanding~~of ~~totaling~~September $130,~~450~~ 2012,~~000,~~ ~~all~~the ofBank’s ~~which~~Tier is1 ~~owned~~leverage bycapital ~~Dr.~~ratio ~~Winston~~was ~~or entities controlled by him~~0. ~~The~~95% ~~shares~~and ~~of Preferred Stock were not registered under~~ the ~~Securities~~total ~~Act~~risk-based incapital ~~reliance~~ratio ~~upon~~was ~~the exemption from registration provided by Section 4(~~2~~) thereof for transactions not involving a public offering~~.79%.

Previously, the FDIC had notified the Bank that it was “critically undercapitalized.” On November 2, 2012 and November 5, 2012, the Company injected capital in the amounts of $750,000 and $25,000, respectively, into the Bank. With the capital infusions, as of November 5, 2012, the Bank’s Tier 1 leverage capital ratio was 2.05% and the total risk-based capital ratio was 4.52%. With this capital infusion, the Bank moved from “critically undercapitalized” to “significantly undercapitalized.”

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

COVENANT BANCSHARES, INC. Date: November 814, 2012 By: /s/Herman L. Davis Herman L. Davis Sr. Vice President, CFO, Secretary and Treasurer

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