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