0000897069-01-500511.txt : 20011031
0000897069-01-500511.hdr.sgml : 20011031
ACCESSION NUMBER: 0000897069-01-500511
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20011029
GROUP MEMBERS: ARCHIMEDES OVERSEAS, LTD
GROUP MEMBERS: FINANCIAL EDGE-STRATEGIC FUND, L.P.
GROUP MEMBERS: GARRETT GOODBODY
GROUP MEMBERS: GOODBODY/PL CAPITAL, L.P.
GROUP MEMBERS: GOODBODY/PL CAPITAL, LLC
GROUP MEMBERS: JOHN WM. PALMER
GROUP MEMBERS: PL CAPITAL, LLC
GROUP MEMBERS: RICHARD J. LASHLEY
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: CENTRAL BANCORP INC /MA/
CENTRAL INDEX KEY: 0001076394
STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022]
IRS NUMBER: 043447594
STATE OF INCORPORATION: MA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-55695
FILM NUMBER: 1768980
BUSINESS ADDRESS:
STREET 1: 399 HIGHLAND AVENUE
CITY: SOMERVILLE
STATE: MA
ZIP: 02144
BUSINESS PHONE: 6176284000
MAIL ADDRESS:
STREET 1: 399 HIGHLAND AVENUE
CITY: SOMERVILLE
STATE: MA
ZIP: 02144
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: FINANCIAL EDGE FUND L P
CENTRAL INDEX KEY: 0001008845
STANDARD INDUSTRIAL CLASSIFICATION: []
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: 2015 SPRING ROAD
STREET 2: SUITE 290
CITY: OAK BROOK
STATE: IL
ZIP: 60523
BUSINESS PHONE: 3126633458
MAIL ADDRESS:
STREET 1: 440 S LASALLE ST
STREET 2: ONE FINANCIAL PL SUITE 1021
CITY: CHICAGO
STATE: IL
ZIP: 60605
SC 13D/A
1
pdm161a.txt
SCHEDULE 13D, AMENDMENT 2 (CENTRAL BANCORP)
CUSIP No. 152418109 Page 1 of 21 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20552
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
CENTRAL BANCORP, INC.
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
152418109
(CUSIP Number)
Mr. Philip Goldberg
Foley & Lardner
One IBM Plaza
Suite 3300
330 North Wabash Avenue
Chicago, IL 60611-3608
(312) 755-1900
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 25, 2001
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
CUSIP No. 152418109 Page 2 of 21 Pages
================================================================================
1 NAME OF REPORTING PERSON
Financial Edge Fund, L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|X|
(b)[ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC, OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
-------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 73,400
-------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
-------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 73,400
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,400
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.4%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
================================================================================
CUSIP No. 152418109 Page 3 of 21 Pages
================================================================================
1 NAME OF REPORTING PERSON
Financial Edge--Strategic Fund, L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|X|
(b)[ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC, OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
-------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 15,400
-------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
-------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 15,400
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,400
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.9%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
================================================================================
CUSIP No. 152418109 Page 4 of 21 Pages
================================================================================
1 NAME OF REPORTING PERSON
Goodbody/PL Capital, L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|X|
(b)[ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC, OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
-------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9,500
-------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
-------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 9,500
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,500
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.6%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
================================================================================
CUSIP No. 152418109 Page 5 of 21 Pages
================================================================================
1 NAME OF REPORTING PERSON
Archimedes Overseas, LTD
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|X|
(b)[ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC, OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Channel Islands
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
-------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 3,000
-------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
-------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 3,000
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
================================================================================
CUSIP No. 152418109 Page 6 of 21 Pages
================================================================================
1 NAME OF REPORTING PERSON
PL Capital, LLC
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|X|
(b)[ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
-------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 88,800
-------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
-------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 88,800
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
88,800
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
================================================================================
CUSIP No. 152418109 Page 7 of 21 Pages
================================================================================
1 NAME OF REPORTING PERSON
Goodbody/PL Capital, LLC
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|X|
(b)[ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
-------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 12,500
-------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
-------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 12,500
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,500
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
================================================================================
CUSIP No. 152418109 Page 8 of 21 Pages
================================================================================
1 NAME OF REPORTING PERSON
John Wm. Palmer
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|X|
(b)[ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
-------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 101,300
-------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
-------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 101,300
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
101,300
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES | |
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
================================================================================
CUSIP No. 152418109 Page 9 of 21 Pages
================================================================================
1 NAME OF REPORTING PERSON
Richard J. Lashley
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|X|
(b)[ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 100
-------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 101,300
-------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 100
-------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 101,300
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
101,400
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES | |
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
================================================================================
CUSIP No. 152418109 Page 10 of 21 Pages
================================================================================
1 NAME OF REPORTING PERSON
Garrett Goodbody
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|X|
(b)[ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
-------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 12,500
-------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
-------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 12,500
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,500
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
================================================================================
CUSIP No. 152418109 Page 11 of 21 Pages
Item 1. Security and Issuer
This Schedule 13D is being filed jointly by Financial Edge Fund, L.P.,
a Delaware limited partnership ("Financial Edge Fund"); Financial Edge-Strategic
Fund, L.P., a Delaware limited partnership ("Financial Edge Strategic"); PL
Capital, LLC, a Delaware limited liability company and General Partner of
Financial Edge Fund and Financial Edge Strategic ("PL Capital"); Goodbody/PL
Capital, L.P., a Delaware limited partnership ("Goodbody/PL LP"); Goodbody/PL
Capital, LLC, a Delaware limited liability company and General Partner of
Goodbody/PL LP ("Goodbody/PL LLC"); Archimedes Overseas LTD, a Channel Islands
investment company ("Archimedes"); John W. Palmer and Richard J. Lashley,
Managing Members of PL Capital and Goodbody/PL LLC; and Garrett Goodbody,
Managing Member of Goodbody/PL LLC. All of the filers of this Schedule 13D are
collectively the "Group."
This Schedule 13D relates to the common stock ("Common Stock") of
Central Bancorp, Inc. (the "Company" or "Central Bancorp"). The address of the
principal executive offices of the Company is 399 Highland Avenue, Somerville,
MA 02144. The joint filing agreement of the members of the Group is attached as
Exhibit 1.
Item 2. Identity and Background
(a)-(c) This statement is filed by Mr. John Palmer, Mr. Richard
Lashley and Mr. Garrett Goodbody, with respect to the shares of Common Stock
beneficially owned by them, as follows:
(1) shares of Common Stock held in the name of Financial Edge Fund and
Financial Edge Strategic, in Mr. Palmer's and Mr. Lashley's capacity
as Managing Members of PL Capital, the General Partner of Financial
Edge Fund and Financial Edge Strategic;
(2) shares of Common Stock held in the name of Goodbody/PL LP, in Mr.
Palmer's, Mr. Lashley's and Mr. Goodbody's capacity as Managing
Members of Goodbody/PL LLC, the General Partner of Goodbody/PL LP;
(3) shares of Common Stock held in the name of Archimedes, in Mr.
Palmer's, Mr. Lashley's and Mr. Goodbody's capacity as Managing
Members of Goodbody/PL LLC, which has trading and certain other
discretionary authority over Archimedes; and
(4) shares of Common Stock owned of record by Mr. Lashley.
The business address of Financial Edge Fund, Financial Edge Strategic,
PL Capital, Goodbody/PL LP, Goodbody/PL LLC, Mr. Palmer, Mr. Lashley and Mr.
Goodbody is: c/o PL Capital, 20 East Jefferson Avenue, Suite 22, Naperville,
Illinois 60540. The principal employment of Messrs. Palmer, Lashley and Goodbody
is investment management.
CUSIP No. 152418109 Page 12 of 21 Pages
The business address of Archimedes is 40 Swiss Partner, 23
Schanzengraben, 8039 Zurich, Switzerland. Archimedes is an investment company.
(d) During the past five years, no member of the Group has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the past five years, no member of the Group (a) has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or State securities laws or finding
any violation with respect to such laws.
(f) All of the individuals who are members of the Group are citizens
of the United States.
Item 3. Source and Amount of Funds or Other Consideration
In aggregate, the Group owns 101,400 shares of Common Stock.
The amount of funds expended by Financial Edge Fund to acquire the
73,400 shares of Common Stock it holds in its name is $1,481,178. Such funds
were provided in part from Financial Edge Fund's available capital and, from
time to time, in part by margin account loans from subsidiaries of The Bear
Stearns Companies, Inc. ("Bear Stearns"), extended in the ordinary course of
business.
The amount of funds expended by Financial Edge Strategic to acquire
the 15,400 shares of Common Stock it holds in its name is $306,940. Such funds
were provided in part from Financial Edge Strategic's available capital and,
from time to time, in part by margin account loans from subsidiaries of
Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ"), extended in the
ordinary course of business.
The amount of funds expended by Goodbody/PL LP to acquire the 9,500
shares of Common Stock it holds in its name is $185,090. Such funds were
provided in part from Goodbody/PL LP's available capital and, from time to time,
in part by margin account loans from subsidiaries of Bear Stearns, extended in
the ordinary course of business.
The amount of funds expended by Archimedes to acquire the 3,000 shares
of Common Stock it holds in its name is $57,385. Such funds were provided in
part from Archimedes' available capital and, from time to time, in part by
margin account loans from subsidiaries of Bear Stearns, extended in the ordinary
course of business.
The amount of funds expended by Mr. Lashley to acquire the 100 shares
of Common Stock he holds in his name is $2,620. Such funds were provided from
Mr. Lashley's personal funds.
CUSIP No. 152418109 Page 13 of 21 Pages
All purchases or sales of Common Stock made by members of the Group
using funds borrowed from Bear Stearns or DLJ, if any, were made in margin
transactions on those firms' usual terms and conditions. All or part of the
shares of Common Stock owned by members of the Group may from time to time be
pledged with one or more banking institutions or brokerage firms as collateral
for loans made by such entities to members of the Group. Such loans generally
bear interest at a rate based upon the broker's call rate from time to time in
effect. Such indebtedness, if any, may be refinanced with other banks or
broker-dealers.
Item 4. Purpose of Transaction
The purpose of the acquisition of the shares of Common Stock by
members of the Group is to profit from appreciation in the market price of the
Common Stock through the assertion of shareholder rights and influencing the
policies of the Company.
Members of the Group believe the Company's stock is undervalued,
relative to its underlying franchise value, due in part to the Company's: (1)
small market capitalization and illiquid stock; (2) infrequent use of stock
buybacks; (3) high efficiency ratio; and (4) below average return on equity. The
Group is concerned that Central Bancorp's stock price will remain permanently
undervalued even if the factors noted above are addressed, because the Group
believes the Company faces diminished prospects as a small thrift operating in a
highly competitive market area.
Despite the Group's concerns about Central Bancorp's long term
prospects as an independent company, the Group believes the Company is located
in a highly desirable market area (metropolitan Boston) that is populated with
larger and more profitable financial services organizations, some of which may
be interested in acquiring the Company. Therefore, the Group believes that the
optimal way to maximize the value of the Company's franchise, and dramatically
increase shareholder value, is for the Board of Directors of Central Bancorp to
investigate the sale of the Company to a larger financial services organization.
The Group notes that there has been a recent increase in merger
activity in the Boston metropolitan area. Based upon recent merger multiples and
its understanding of the market area and the Company, it is the Group's opinion
that the Company could garner a takeover premium that would be attractive to
shareholders and which would exceed any realistically attainable value that the
Company might produce by remaining independent.
On July 25, 2001, the Company announced that it earned $.32 per share
for the quarter ended June 30, 2001, a significant decrease from results for the
same quarter last year. The Group calculates that the Company's results
announced in July equate to a 5.5% return on equity and a return on assets of
0.5%. The Company's results announced in July were significantly below what the
Group feels is satisfactory for a company with the deposit base and market area
that the Company has.
On July 26, 2001, the CEO of the Company, John Doherty, agreed to meet
with the principals of the PL Capital Group, at a mutually agreeable date in the
near future.
CUSIP No. 152418109 Page 14 of 21 Pages
Members of the Group look forward to meeting with Mr. Doherty and his entire
senior management team. As of the filing date of this Schedule 13D, Mr. Doherty
and the Board of the Company have refused to meet with members of the Group.
On July 31, 2001, the Group sent a letter to Mr. Doherty, a copy of
which is attached as Exhibit 2. The Group's letter responds to a press release
issued by the Company on July 26, 2001 and to public statements made by members
of the Company to various news services. The letter discusses the Group's
concern about what it believes to be various false and misleading statements
contained in the Company's press release and calls upon the Company to retract
the Press Release, among other things. The Group's letter also calls upon the
Board members who currently serve as Trustees of the Company's ESOP to resign,
in light of the assertions made in the Company's July 26th press release.
On October 19, 2001, the Company announced that it earned $.34 per
share for the quarter ended September 30, 2001, a 33% decrease from results for
the same quarter last year. The Group calculates that the Company's recent
results equate to a 5.8% return on equity and return on assets of 0.52%. The
Company's results announced in October are significantly below what the Group
feels is satisfactory for a company with the deposit base and market area the
Company enjoys. Members of the Group sent a letter expressing their concerns
about the most recent financial results of the Company to Mr. Doherty on October
25, 2001, a copy of which is attached as Exhibit 3.
Members of the Group may, among other things: (1) demand a shareholder
list in order to contact other shareholders of the Company to discuss their
concerns and views; (2) contact potential acquirers of the Company to encourage
them to pursue merger discussions with the Company; (3) consider seeking
election or appointment to the Board of Directors of the Company, in connection
with the 2002 Annual Meeting or otherwise.
Members of the Group may make further purchases or sales of shares of
Common Stock. Members of the Group may dispose of any or all the shares of
Common Stock held by them, although they have no current intention to do so. To
the extent the actions described herein may be deemed to constitute a "control
purpose" with respect to the Securities Exchange Act of 1934, as amended, and
the regulations thereunder, the Group has such a purpose. Except as noted in
this Schedule 13D, no member of the Group has any plans or proposals, which
relate to, or would result in, any of the matters referred to in paragraphs (b)
through (j), inclusive of Item (4) of Schedule 13D. Such individuals may, at any
time and from time to time, review or reconsider their positions and formulate
plans or proposals with respect thereto.
Item 5. Interest in Securities of the Company
The percentages used in this Schedule 13D are calculated based upon
the number of outstanding shares of Common Stock, 1,682,319, reported as the
number of outstanding shares as of August 10, 2001, on the Company's Quarterly
Report on Form 10-Q
CUSIP No. 152418109 Page 15 of 21 Pages
for the period ended June 30, 2001. All purchases and sales of Common Stock
reported herein were made in open market transactions on the Nasdaq.
(A) Financial Edge Fund
(a)-(b) See cover page.
(c) Financial Edge Fund made the following purchases of Common Stock in
the last 60 days:
-------------------------------------------------------------------------------
Date Number of Shares Price Per Share ($) Total Cost ($)
-------------------------------------------------------------------------------
10/25/01 5000 22.05 110,250
-------------------------------------------------------------------------------
(d) Because they are the Managing Members of PL Capital, the general
partner of Financial Edge Fund, Mr. Palmer and Mr. Lashley have the
power to direct the affairs of Financial Edge Fund, including the
voting and disposition of shares of Common Stock held in the name of
Financial Edge Fund. Therefore, Mr. Palmer and Mr. Lashley are deemed
to share voting and disposition power with Financial Edge Fund with
regard to those shares of Common Stock.
(B) Financial Edge Strategic
(a)-(b) See cover page.
(c) Financial Edge Strategic made no purchases or sales of Common Stock in
the last 60 days.
(d) Because they are the Managing Members of PL Capital, the general
partner of Financial Edge Strategic, Mr. Palmer and Mr. Lashley have
the power to direct the affairs of Financial Edge Strategic, including
the voting and disposition of shares of Common Stock held in the name
of Financial Edge Strategic. Therefore, Mr. Palmer and Mr. Lashley are
deemed to share voting and disposition power with Financial Edge
Strategic with regard to those shares of Common Stock.
(C) Goodbody/PL LP
(a)-(b) See cover page.
(c) Goodbody/PL LP made no purchases or sales of Common Stock in the last
60 days.
(d) Goodbody/PL LLC is the general partner of Goodbody/PL LP. Because they
are the Managing Members of Goodbody/PL LLC, Messrs. Goodbody, Palmer
and Lashley have the power to direct the affairs of Goodbody/PL LP.
CUSIP No. 152418109 Page 16 of 21 Pages
Therefore, Goodbody/PL LLC may be deemed to share with Messrs.
Goodbody, Palmer and Lashley voting and disposition power with regard
to the shares of Common Stock held by Goodbody/PL LP.
(D) Archimedes
(a)-(b) See cover page.
(c) Archimedes made no purchases or sales of Common Stock in the last 60
days.
(d) Goodbody/PL LLC has discretionary authority over Archimedes. Because
they are the Managing Members of Goodbody/PL LLC, Messrs. Goodbody,
Palmer and Lashley may be deemed to share with Goodbody/PL LLC voting
and disposition power with regard to the shares of Common Stock held
by Archimedes.
(E) PL Capital
(a)-(b) See cover page.
(c) PL Capital has made no purchases or sales of Common Stock directly.
(d) PL Capital is the general partner of Financial Edge Fund and Financial
Edge Strategic. Because they are the Managing Members of PL Capital,
Mr. Palmer and Mr. Lashley have the power to direct the affairs of PL
Capital. Therefore, PL Capital may be deemed to share with Mr. Palmer
and Mr. Lashley voting and disposition power with regard to the shares
of Common Stock held by Financial Edge Fund and Financial Edge
Strategic.
(F) Goodbody/PL LLC
(a)-(b) See cover page.
(c) Goodbody/PL LLC has made no purchases or sales of Common Stock
directly.
(d) Goodbody/PL LLC is the general partner of Goodbody/PL LP. Because they
are the Managing Members of Goodbody/PL LLC, Messrs. Goodbody, Palmer
and Lashley have the power to direct the affairs of Goodbody/PL LLC.
Therefore, Goodbody/PL LLC may be deemed to share with Messrs.
Goodbody, Palmer and Lashley voting and disposition power with regard
to the shares of Common Stock held by Goodbody/PL LP.
CUSIP No. 152418109 Page 17 of 21 Pages
(G) Mr. John Palmer
(a)-(b) See cover page.
(c) Mr. Palmer has made no purchases or sales of Common Stock directly.
(H) Mr. Richard Lashley
(a)-(b) See cover page.
(c) Mr. Lashley has made no purchases or sales of Common Stock in the last
60 days.
(I) Mr. Garrett Goodbody
(a)-(b) See cover page.
(c) Mr. Goodbody has made no purchases or sales of Common Stock directly.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Company.
Other than the Joint Filing Agreement filed as Exhibit 1 to this
filing, there are no contracts, arrangements, understandings or relationships
among the persons named in Item 2 hereof and between such persons and any person
with respect to any securities of the Company, including but not limited to
transfer or voting of any of the securities, finders' fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, divisions of
profits or losses, or the giving or withholding of proxies, except for sharing
of profits, as described below. With respect to Financial Edge Fund and
Financial Edge Strategic, PL Capital is entitled to (1) an allocation of a
portion of profits, if any, and (2) a management fee based upon a percentage of
total capital. With respect to Goodbody/PL LP and Archimedes, Goodbody/PL LLC is
entitled to (1) an allocation of a portion of profits, if any, and (2) a
management fee based upon a percentage of total capital.
Item 7. Material to be Filed as Exhibits
No. Description
--- -----------
1 Joint Filing Agreement.*
2 Letter from The PL Capital Group to the Company, dated July 31, 2001.*
3 Letter from The PL Capital Group to the Company, dated
October 25, 2001.
--------------
*Filed with an earlier-filed version of this Schedule 13D.
CUSIP No. 152418109 Page 18 of 21 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: October 29, 2001
-----------------------------------------------------------
FINANCIAL EDGE FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John Palmer /s/ Richard Lashley
John Palmer Richard Lashley
Managing Member Managing Member
-----------------------------------------------------------
FINANCIAL EDGE-STRATEGIC FUND, L.P.
By: PL CAPITAL, LLC
General Partner
By: /s/ John Palmer /s/ Richard Lashley
John Palmer Richard Lashley
Managing Member Managing Member
-----------------------------------------------------------
PL CAPITAL, LLC
By: /s/ John Palmer /s/ Richard Lashley
John Palmer Richard Lashley
Managing Member Managing Member
-----------------------------------------------------------
GOODBODY/PL CAPITAL, L.P.
By: GOODBODY/PL CAPITAL, LLC
General Partner
By:/s/John Palmer /s/ Richard Lashley /s/ Garrett Goodbody
John Palmer Richard Lashley Garrett Goodbody
Managing Member Managing Member Managing Member
-----------------------------------------------------------
CUSIP No. 152418109 Page 19 of 21 Pages
-----------------------------------------------------------
GOODBODY/PL CAPITAL, LLC
By:/s/ John Palmer /s/ Richard Lashley /s/ Garrett Goodbody
John Palmer Richard Lashley Garrett Goodbody
Managing Member Managing Member Managing Member
-----------------------------------------------------------
ARCHIMEDES OVERSEAS, LTD
By: GOODBODY/PL CAPITAL, LLC
By:/s/ John Palmer /s/ Richard Lashley /s/ Garrett Goodbody
John Palmer Richard Lashley Garrett Goodbody
Managing Member Managing Member Managing Member
-----------------------------------------------------------
---------------------------------
By: /s/ John Palmer
John Palmer
---------------------------------
By: /s/ Richard Lashley
Richard Lashley
---------------------------------
By: /s/ Garrett Goodbody
Garrett Goodbody
---------------------------------
EX-99.3
3
pdm161b.txt
LETTER - EX. 3
CUSIP No. 152418109 Page 20 of 21 Pages
EXHIBIT 3
[ON LETTERHEAD]
October 25, 2001
Mr. John D. Doherty
President and Chief Executive Officer
Central Bancorp, Inc.
399 Highland Avenue
Somerville, MA 02144
Dear Mr. Doherty:
Central Bancorp recently reported earnings in a press release dated October 19,
2001. Although the press release is lacking in many details customarily provided
by banks and thrifts, we can still make observations and draw conclusions from
it.
On a positive note, it is clear that Central Bancorp is appropriately concerned
about credit quality, which we appreciate.
Other than credit quality, there is little else for shareholders to be pleased
about:
> Net income is down 36% versus prior year's quarter >> EPS is down 33%
versus prior year's quarter >> Operating expenses are up 15% versus prior
year's quarter
> The press release claims operating expense increases reflect additional
personnel costs to market annuities and other investment products; while
that may be true, the "payoff" in terms of higher non-interest income, is
not evident, since non-interest income was down quarter over quarter
> Despite the steepest yield curve in years, Net Interest Margin (NIM) was
down to 3.09% (an estimated ratio since the press release did not provide
it) versus 3.31% in the prior year quarter
> Loans receivable at 9-30-01 were down $30 million (9%) versus 9-30-00
> Deposits at 9-30-01 were basically flat with the prior year quarter but
down $16 million, including interest credited, since 12-31-00
> Return on Equity was 5.8%, well below peers and well below expectations
given the steep yield curve environment and the lack of loan loss
provisions taken
Based upon current earnings ($.66 share for the first six months of fiscal 2002)
annualized, Central Bancorp will make less money this year than in any of the
past six years.
These results are extremely disappointing for a company with a well-established
franchise in a mature market.
CUSIP No. 152418109 Page 21 of 21 Pages
In 1996, the institutional proxy analysis firm, ISS, sided with management in
the proxy contest held that year, primarily because ISS felt that Central
Bancorp deserved more time to make progress towards producing better financial
and operating results. Given the results Central Bancorp is now producing, it is
clear to us, and most other independent observers we assume, that Central
Bancorp has had its chance to perform and it is time for the Board and
management to pursue the sale of Central Bancorp to a better performing
financial institution. Given the number of well capitalized competitors in the
Boston market, in our opinion a sale of Central Bancorp would produce a
significant premium for shareholders compared to any foreseeable strategy of
remaining independent.
While we know Mr. Morrissey is the designated "spokesperson", unless he is
actually running the Company, we prefer to meet with you and the Board directly.
Although you and your Board have so far refused to meet with us to discuss our
concerns, we stand ready to meet with you and/or your full Board at any time.
Please contact us at any time to set up a meeting.
Very truly yours,
/s/ Richard Lashley /s/ John Palmer /s/ Garrett Goodbody
Richard Lashley John Palmer Garrett Goodbody
Principal Principal Principal
PL Capital, LLC & PL Capital, LLC & Goodbody/PL Capital, LLC
Goodbody/PL Capital, LLC Goodbody/PL Capital, LLC