-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JMDVL666Wnrszb98yGLG6/tYKvZepBRj/0ROyXjx79YbXI4LyPLNiWi4vewmoA+g Vmwv8W1QVfO3Gi5QHzwcaw== 0000897069-02-000184.txt : 20020415 0000897069-02-000184.hdr.sgml : 20020415 ACCESSION NUMBER: 0000897069-02-000184 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020301 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 FATES 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: 02565233 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 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 slp236.txt SCHEDULE 13D AMENDMENT NO. 5 CUSIP No. 152418109 Page 1 of 24 Pages SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20552 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) CENTRAL BANCORP, INC. (Name of Issuer) Common Stock, par value $1.00 per share (Title of Class of Securities) 152418109 (CUSIP Number) Mr. Phillip 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) February 22, 2002 (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 24 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 --------- ------------------------------------------ OWNED BY 8 SHARED VOTING POWER EACH 113,900 REPORTING --------- ------------------------------------------ PERSON 9 SOLE DISPOSITIVE POWER WITH 0 --------- ------------------------------------------ 10 SHARED DISPOSITIVE POWER 113,900 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 113,900 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.9% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN ================================================================================ CUSIP No. 152418109 Page 3 of 24 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 --------- ------------------------------------------ OWNED BY 8 SHARED VOTING POWER EACH 23,200 REPORTING --------- ------------------------------------------ PERSON 9 SOLE DISPOSITIVE POWER WITH 0 --------- ------------------------------------------ 10 SHARED DISPOSITIVE POWER 23,200 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,200 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.4% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN ================================================================================ CUSIP No. 152418109 Page 4 of 24 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 --------- ------------------------------------------ OWNED BY 8 SHARED VOTING POWER EACH 12,168 REPORTING --------- ------------------------------------------ PERSON 9 SOLE DISPOSITIVE POWER WITH 0 --------- ------------------------------------------ 10 SHARED DISPOSITIVE POWER 12,168 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,168 - ----------- -------------------------------------------------------------------- 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 5 of 24 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 --------- ------------------------------------------ OWNED BY 8 SHARED VOTING POWER EACH 137,100 REPORTING --------- ------------------------------------------ PERSON 9 SOLE DISPOSITIVE POWER WITH 0 --------- ------------------------------------------ 10 SHARED DISPOSITIVE POWER 137,100 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 137,100 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.3% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN ================================================================================ CUSIP No. 152418109 Page 6 of 24 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 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 --------- ------------------------------------------ OWNED BY 8 SHARED VOTING POWER EACH 12,168 REPORTING --------- ------------------------------------------ PERSON 9 SOLE DISPOSITIVE POWER WITH 0 --------- ------------------------------------------ 10 SHARED DISPOSITIVE POWER 12,168 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,168 - ----------- -------------------------------------------------------------------- 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 7 of 24 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 --------- ------------------------------------------ OWNED BY 8 SHARED VOTING POWER EACH 149,268 REPORTING --------- ------------------------------------------ PERSON 9 SOLE DISPOSITIVE POWER WITH 0 --------- ------------------------------------------ 10 SHARED DISPOSITIVE POWER 149,268 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 149,268 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.1% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ================================================================================ CUSIP No. 152418109 Page 8 of 24 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, PF - ---------- --------------------------------------------------------------------- 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 600 BENEFICIALLY --------- ------------------------------------------ OWNED BY 8 SHARED VOTING POWER EACH 149,268 REPORTING --------- ------------------------------------------ PERSON 9 SOLE DISPOSITIVE POWER WITH 600 --------- ------------------------------------------ 10 SHARED DISPOSITIVE POWER 149,268 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 149,868 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.1% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ================================================================================ CUSIP No. 152418109 Page 9 of 24 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 PF - ---------- --------------------------------------------------------------------- 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 5,000 BENEFICIALLY --------- ------------------------------------------ OWNED BY 8 SHARED VOTING POWER EACH 12,168 REPORTING --------- ------------------------------------------ PERSON 9 SOLE DISPOSITIVE POWER WITH 5,000 --------- ------------------------------------------ 10 SHARED DISPOSITIVE POWER 12,168 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,168 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.0% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ================================================================================ CUSIP No. 152418109 Page 10 of 24 Pages ========= ===================================================================== 1 NAME OF REPORTING PERSON Richard Fates - ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) [ ] - ---------- --------------------------------------------------------------------- 3 SEC USE ONLY - ---------- --------------------------------------------------------------------- 4 SOURCE OF FUNDS PF - ---------- --------------------------------------------------------------------- 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 500 BENEFICIALLY --------- ------------------------------------------ OWNED BY 8 SHARED VOTING POWER EACH REPORTING --------- ------------------------------------------ PERSON 9 SOLE DISPOSITIVE POWER WITH 500 --------- ------------------------------------------ 10 SHARED DISPOSITIVE POWER - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 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) <0.1% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ================================================================================ CUSIP No. 152418109 Page 11 of 24 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"); John W. Palmer and Richard J. Lashley, Managing Members of PL Capital and Goodbody/PL LLC; Garrett Goodbody, Managing Member of Goodbody/PL LLC; and Richard Fates. 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, Mr. Garrett Goodbody and Mr. Richard Fates, 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; and (3) shares of Common Stock held by Mr. Lashley, Mr. Goodbody and Mr. Fates, as individuals. 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. The business address of Mr. Fates is 95 Rock Maple Avenue, So. Hamilton Avenue, Massachusetts 01982. The principal employment of Mr. Fates is financial planning. He was formerly the Regional President, Fleet/Bank Boston, Central Massachusetts Region. CUSIP No. 152418109 Page 12 of 24 Pages (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 155,368 shares, equal to 9.4% of the Common Stock of the Company. The amount of funds expended by Financial Edge Fund to acquire the 113,900 shares of Common Stock it holds in its name is $2,550,647. 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 23,200 shares of Common Stock it holds in its name is $504,196. 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 12,168 shares of Common Stock it holds in its name is $254,324. 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 Mr. Lashley to acquire the 600 shares of Common Stock he holds in his name is $15,250. Such funds were provided from Mr. Lashley's personal funds. The amount of funds expended by Mr. Goodbody to acquire the 5000 shares of Common Stock he holds in his name is $143,620. Such funds were provided from Mr. Goodbody's personal funds. The amount of funds expended by Mr. Fates to acquire the 500 shares of Common Stock he holds in his name is $12,947. Such funds were provided from Mr. Fates' personal funds. CUSIP No. 152418109 Page 13 of 24 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. For example, on February 27, 2002, Banknorth Group, a regional bank with operations in the Boston area, announced the acquisition of Ipswich Bancshares, a $320 million asset thrift based in Boston, for approximately 260% of book value, 15x earnings and 11% premium to deposits (as reported in SNL Bank Daily dated February 28, 2002). Based upon that, and other recent merger transaction multiples, and PL Capital's 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 CUSIP No. 152418109 Page 14 of 24 Pages significantly below what the Group feels are 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. Members of the Group look forward to meeting with Mr. Doherty and the Company's Board. 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 are 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. On February 7, 2002 members of the PL Capital Group sent Mr. John Doherty, CEO of the Company and Mr. Joseph Doherty, Chairman of the Company (together, the "Doherty Group"), a letter, a copy of which is attached as Exhibit 4. The letter calls upon John and Joseph Doherty to meet their public reporting obligations under the laws and regulations of the Securities and Exchange Commission (the "SEC"), by filing a Schedule 13D disclosing that: (1) the Dohertys are a group acting in concert with respect to their collective ownership of Central Bancorp and (2) the Doherty Group has an intention to acquire up to 20% of the Common Stock of the Company. The letter states that the PL Capital Group intends to pursue legal action against the Dohertys if they do not properly file a Schedule 13D with the SEC. A copy of the letter was also provided to the Corporate Secretary and outside members of the Company's Board of Directors so that they may evaluate the consequences of the Doherty's actions on the Company. On February 22, 2002, members of the PL Capital Group sent the Doherty Group a letter, a copy of which is attached as Exhibit 5. The letter reiterates the PL Capital Group's earlier demand that the members of the Doherty Group meet their public reporting obligations and file a Schedule 13D disclosing matters previously not disclosed. On February CUSIP No. 152418109 Page 15 of 24 Pages 25, 2002, the Doherty Group filed an initial Schedule 13D disclosing the matters referred to in the letter sent by the PL Capital Group. On March 1, 2002, Richard Lashley sent a letter demanding access to and copies of the list of stockholders and certain other stockholder materials of the Company. A copy of that letter is attached as Exhibit 6. The Group presently intends to nominate Mr. Goodbody and Mr. Fates for election to the Board of Directors of the Company at the next Annual Meeting of the Company, presently scheduled for September 30, 2002. Members of the Group may also, among other things, contact potential acquirers of the Company to encourage them to pursue merger discussions with the Company. 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, 1,647,784, reported as the number of outstanding shares as of February 13, 2002, on the Company's Quarterly Report on Form 10-Q for the period ended December 31, 2001. All purchases and sales of Common Stock reported herein were made in open market transactions on the Nasdaq, except as otherwise stated. (A) Financial Edge Fund (a)-(b) See cover page. (c) Financial Edge Fund has made no purchases or sales of Common Stock since Amendment No. 4 to this Schedule 13D. (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. CUSIP No. 152418109 Page 16 of 24 Pages 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 has made no purchases or sales of Common Stock since Amendment No. 4 to this Schedule 13D. (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 has made no purchases or sales of Common Stock since Amendment No. 4 to this Schedule 13D. (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. 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) 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. CUSIP No. 152418109 Page 17 of 24 Pages (E) 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. (F) Mr. John Palmer (a)-(b) See cover page. (c) Mr. Palmer has made no purchases or sales of Common Stock directly. (G) Mr. Richard Lashley (a)-(b) See cover page. (c) Mr. Lashley has made no purchases or sales of Common Stock since Amendment No. 4 to this Schedule 13D. (H) Mr. Garrett Goodbody (a)-(b) See cover page. (c) Mr. Goodbody made the following purchase of Common Stock in the last 60 days, which purchase was made in a private transaction with Archimedes Overseas, Ltd., a former member of the Group.
- ------------------------------- ---------------------------- ---------------------------- ---------------------------- Date Number of Shares Price Per Share ($) Total Cost ($) - ------------------------------- ---------------------------- ---------------------------- ---------------------------- 2-20-01 4,000 29.50 118,000 - ------------------------------- ---------------------------- ---------------------------- ----------------------------
(I) Mr. Richard Fates (a)-(b) See cover page. (c) Mr. Fates has made no purchases or sales of Common Stock Amendment No. 4 to this Schedule 13D. CUSIP No. 152418109 Page 18 of 24 Pages Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company. Financial Edge Fund has agreed to indemnify Mr. Fates for all costs and expenses arising out of or related to his nomination for election as a director of Central Bancorp. 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, 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. Other than the foregoing agreements and 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. 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.* 4 Letter from The PL Capital Group to John Doherty and Joseph Doherty, dated February 7, 2002.* 5 Letter from The PL Capital Group to John Doherty, Joseph Doherty and the Joseph Doherty Family Limited Partnership, dated February 22, 2002. 6 Letter from Richard J. Lashley to Rhoda K. Astone, Secretary and Clerk of the Company, dated March 1, 2002. - -------------- *Filed with an earlier-filed version of this Schedule 13D. CUSIP No. 152418109 Page 19 of 24 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: March 1, 2002 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 John Palmer Richard Lashley Managing Member Managing Member /s/ Garrett Goodbody Garrett Goodbody Managing Member CUSIP No. 152418109 Page 20 of 24 Pages GOODBODY/PL CAPITAL, LLC By: /s/ John Palmer /s/ Richard Lashley John Palmer Richard Lashley Managing Member Managing Member /s/ Garrett Goodbody Garrett Goodbody Managing Member By: /s/ John Palmer John Palmer By: /s/ Richard Lashley Richard Lashley By: /s/ Garrett Goodbody Garrett Goodbody By: /s/ Richard Fates Richard Fates EX-99.5 3 slp2365.txt LETTER FROM THE PL CAPITAL GROUP CUSIP No. 152418109 Page 21 of 24 Pages EXHIBIT 5 [ON LETTERHEAD] February 22, 2002 VIA TELEFAX Mr. John Doherty Mr. Joseph Doherty Joseph Doherty Family LP c/o Central Bancorp, Inc. 399 Highland Avenue Somerville, MA 02144 Dear Sirs: The Schedule 13G/Amendment #3, filed on February 14, 2002 by John Doherty, individually, does not meet the Doherty Group's public reporting obligations under Section 13 of the Securities Exchange Act of 1934 and the regulations promulgated by the Securities & Exchange Commission ("SEC") thereunder, because it fails to disclose: (1) the existence of the Doherty Group, which apparently already collectively owns in excess of 5% of Central Bancorp's stock, and (2) the Doherty Group's "control" intent, as expressed in the Doherty Group's various Federal Reserve Bank ("FRB") Change in Control filings, to acquire up to as much as 20% of Central Bancorp's outstanding stock. The use of Schedule 13G is also inappropriate because it is intended for passive investments, without a control intent. The Doherty Group clearly has a control intent, as expressed in your FRB Change in Control filings. Therefore, we hereby demand that you provide full and complete disclosure of the existence of the Doherty Group, it's control intent and related activities in a Schedule 13D. If you do not immediately make a complete public disclosure via a Schedule 13D, please be advised that we have engaged Foley & Lardner to pursue legal action against each of you. Foley & Lardner has prepared a complaint which is ready to be filed in federal court at our request. However, we have asked them to not file the complaint until February 26, 2002, in order to give the Doherty Group one last chance to meet its obligations and avoid protracted litigation and personal expense. We encourage you to take advantage of this last opportunity to meet your obligations. Sincerely, /s/ Richard Lashley Richard Lashley Principal cc: Foley & Lardner, Chicago EX-99.6 4 slp2366.txt LETTER FROM RICHARD J. LASHLEY CUSIP No. 152418109 Page 22 of 24 Pages EXHIBIT 6 March 1, 2002 Ms. Rhoda K. Astone Secretary and Clerk Central Bancorp, Inc. 399 Highland Avenue Somerville, MA 02144 Re: Demand For Stockholder Materials Dear Ms. Astone: Pursuant to the applicable provisions of Massachusetts law, including Section 32 of the Business Corporation Law of the Commonwealth of Massachusetts, and in accordance with Article VI, Section 7 of the Bylaws of Central Bancorp, Inc. ("Central" or the "Company"), the undersigned hereby demands an opportunity to inspect during normal business hours the stock ledger, current list of the stockholders (in alphabetical order, setting forth the name and address of each stockholder and the number of shares registered in the name of each such stockholder, as of the most recent date available), and an opportunity to make copies of or extracts from such documents. I hereby certify to Central that I am the record owner of 100 shares of common stock of Central, as evidenced by the attached copy of certificate #CB0089. In connection with the foregoing demand, I further demand the opportunity to inspect and copy the following, updated as of the date of this letter, all of which should be in the possession of Central or one of its agents: 1. All daily stock transfer sheets showing changes in the stockholder list referred to in the preceding paragraph which are in or come into the possession of Central or the transfer agent(s) for the common stock of Central beginning the day following the date of such list. 2. All information in Central's possession and/or subject to its direction or control and/or which can be obtained from nominees of any central depository system relating to the breakdown of all brokerage and financial institutions holding shares for their customers in street name and a breakdown of holdings which appear on the corporate stock ledger under the names of any central depository system (e.g., Cede & Co.). 3. A list of the names, addresses and securities positions of non-objecting beneficial owners and acquiescing beneficial owners obtained by Central from brokers and dealers pursuant to the applicable rules promulgated under the Securities Exchange Act of 1934, as amended. If such list is not available as of a recent date, such list should be requested. CUSIP No. 152418109 Page 23 of 24 Pages 4. A list of the names and addresses of employee participants in any stock ownership plan of Central as of the date of the stockholder list. I further demand that modifications of, additions to or deletions from, any and all information referenced above subsequent to the date of the stockholder list referred to above be furnished to me as and when the same becomes available to Central or its agents or representatives. In the event any or all of the information encompassed by this demand is available in the form of computer tape or other medium suitable for use by computer or word processor, I demand inspection and copying of such computer tape or other medium as well as any program, software, manual or other instructions necessary for the practical use of such information. Foley & Lardner, which is acting as counsel to me, or its designated agent, is authorized to make the above-referenced inspection and receive copies on my behalf pursuant to the Power of Attorney attached hereto. I will bear the reasonable direct costs incurred by Central (including those of its transfer agent(s)) in connection with the production of the information with regard to which demand is made herein. The purpose for requesting such inspection and copying are to communicate with stockholders regarding the opportunities for Central to maximize stockholder value and to facilitate a possible solicitation of proxies with respect to the election of directors in connection with the 2002 Annual Meeting of Stockholders. Please advise me (telephone: 973-360-1666; fax: 973-360-1720) or my counsel, Mr. Phillip Goldberg, Foley & Lardner, 330 North Wabash Avenue, Suite 3300, Chicago, IL 60611 (telephone: 312-755-2549; fax 312-755-1925) as to when the items sought will be made available, and in what form. Very truly yours, /s/ Richard J. Lashley Richard J. Lashley CUSIP No. 152418109 Page 24 of 24 Pages POWER OF ATTORNEY STATE OF NEW JERSEY ) COUNTY OF MORRIS ) ss: ) I, Richard J. Lashley, do hereby make, constitute and appoint the law firm of Foley & Lardner, or any of its designated agents, to act on my behalf, to inspect and receive copies of the stockholder records of Central Bancorp, Inc. requested in the accompanying demand. By: /s/ Richard J. Lashley Richard J. Lashley Sworn to and subscribed before me this 1st day of March, 2002. - ------------------------------------ Notary Public My Commission Expires:_______________ -----END PRIVACY-ENHANCED MESSAGE-----