-----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, UuRS/0sAmuxGlCvJ3xuSu6PT/IUAPKpO6YImqZ7WFDc74wz0oBV121pHGVQdY96s QPzEtVHuJb/cV72Eohnmyw== 0000897069-02-000514.txt : 20020719 0000897069-02-000514.hdr.sgml : 20020719 20020718102520 ACCESSION NUMBER: 0000897069-02-000514 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020718 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: 02705238 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 sdc157a.txt 13D AMENDMENT NO. 7 CUSIP No. 152418109 Page 1 of 25 Pages Securities and exchange commission Washington, D.C. 20552 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7) 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) July 12, 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 25 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 - -------- ---------------------------------------------------------------------- SOURCE OF FUNDS* 4 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 113,900 -------- -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 -------- -------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 113,900 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 113,900 - -------- ---------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] - -------- ---------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 7.0% - -------- ---------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 PN ================================================================================ CUSIP No. 152418109 Page 3 of 25 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 - -------- ---------------------------------------------------------------------- SOURCE OF FUNDS* 4 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 23,200 -------- -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 -------- -------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 23,200 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,200 - -------- ---------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] - -------- ---------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 1.4% - -------- ---------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 PN ================================================================================ CUSIP No. 152418109 Page 4 of 25 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 - -------- ---------------------------------------------------------------------- SOURCE OF FUNDS* 4 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 12,168 -------- -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 -------- -------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 12,168 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,168 - -------- ---------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] - -------- ---------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 0.7% - -------- ---------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 PN ================================================================================ CUSIP No. 152418109 Page 5 of 25 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 - -------- ---------------------------------------------------------------------- SOURCE OF FUNDS* 4 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 137,100 -------- -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 -------- -------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 137,100 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 137,100 - -------- ---------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] - -------- ---------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 8.4% - -------- ---------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 PN ================================================================================ CUSIP No. 152418109 Page 6 of 25 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 - -------- ---------------------------------------------------------------------- SOURCE OF FUNDS* 4 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 12,168 -------- -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 -------- -------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 12,168 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,168 - -------- ---------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] - -------- ---------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 0.7% - -------- ---------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 PN ================================================================================ CUSIP No. 152418109 Page 7 of 25 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 - -------- ---------------------------------------------------------------------- SOURCE OF FUNDS* 4 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 149,268 -------- -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 -------- -------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 149,268 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 149,268 - -------- ---------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------- ---------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 9.1% - -------- ---------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 IN ================================================================================ CUSIP No. 152418109 Page 8 of 25 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 - -------- ---------------------------------------------------------------------- SOURCE OF FUNDS* 4 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 8 SHARED VOTING POWER OWNED BY 149,268 -------- -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 600 -------- -------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 149,268 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 149,868 - -------- ---------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------- ---------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 9.2% - -------- ---------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 IN ================================================================================ CUSIP No. 152418109 Page 9 of 25 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 - -------- ---------------------------------------------------------------------- SOURCE OF FUNDS* 4 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 8 SHARED VOTING POWER OWNED BY 12,168 -------- -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 5,000 -------- -------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 12,168 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,168 - -------- ---------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] - -------- ---------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 1.1% - -------- ---------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 IN ================================================================================ CUSIP No. 152418109 Page 10 of 25 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 - -------- ---------------------------------------------------------------------- SOURCE OF FUNDS* 4 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 8 SHARED VOTING POWER OWNED BY -------- -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 500 -------- -------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 500 - -------- ---------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] - -------- ---------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 <0.1% - -------- ---------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 IN ================================================================================ CUSIP No. 152418109 Page 11 of 25 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. (d) During the past five years, no member of the Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). CUSIP No. 152418109 Page 12 of 25 Pages (e) During the past five years, no member of the Group 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 9.5% 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. As of the date of this filing there are no margin loans outstanding against the Common Stock holding. 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 Bear Stearns, extended in the ordinary course of business. As of the date of this filing there are no margin loans outstanding against the Common Stock holding. 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. As of the date of this filing there are no margin loans outstanding against the Common Stock holding. 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. All purchases or sales of Common Stock made by members of the Group using funds borrowed from Bear Stearns, 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 CUSIP No. 152418109 Page 13 of 25 Pages 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, relative to its franchise value, 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, in June 2002, Medford Bancorp (ticker symbol: MDBK), a $1.4 billion asset thrift, announced they were being acquired by Citizens Financial. The announced cash acquisition price equated to approximately 250% of Medford's tangible book value, 18x earnings and a 14% deposit premium (see also Exhibit 9). On April 10, 2002, Massachusetts Fincorp (ticker symbol: MAFN), a $125 million asset thrift, announced that it was being acquired by Abington Bancorp for $28.00 in cash. That acquisition price equals approximately 160% of MAFN's tangible book value, 20x earnings and a 5% deposit premium. On February 27, 2002, Banknorth Group, a regional bank with operations in the Boston area, announced the acquisition of Ipswich Bancshares (ticker symbol: IPSW), a $320 million asset thrift based in Boston, for approximately 260% of book value, 15x earnings and 11% premium to deposits. 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 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 25 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. 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 responded 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 discussed the Group's concern about what it believes to be various false and misleading statements contained in the Company's press release and called upon the Company to retract the Press Release, among other things. The Group's letter also called 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 called 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 stated that the PL Capital Group intended to pursue legal action against the Dohertys if they did 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 might evaluate the consequences of the Dohertys' 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 reiterated 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 25, 2002, the Doherty Group filed an initial Schedule 13D disclosing the matters referred to in the letter sent by the PL Capital Group. CUSIP No. 152418109 Page 15 of 25 Pages 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. Certain of such materials were provided by the Company to Mr. Lashley on May 2, 2002. On May 22, 2002, Richard Lashley sent a letter to the Company requesting certain materials that were not provided. A copy of that letter is attached as Exhibit 7. On June 6, 2002, Mr. Lashley sent a letter to the Company notifying the Company of his intent to nominate Mr. Goodbody and Mr. Fates for election to the Company's Board of Directors at the next Annual Meeting of the Company, presently scheduled for September 30, 2002. A copy of that letter is attached as Exhibit 8. On June 14, 2002, Mr. Lashley sent a letter to the Company regarding opportunities to maximize shareholder value. A copy of that letter is attached as Exhibit 9. On July 12, 2002, the Group sent a letter to shareholders of the Company, stating the Group's intent to nominate Mr. Goodbody and Mr. Fates for election to the Board of Directors at the next Annual Meeting of the Company and urging shareholders to review the Group's proxy materials when they are received. A copy of that letter is attached as Exhibit 10. 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. 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. 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, 1,632,789, reported as the number of outstanding shares as of March 31, 2002, on the Company's Annual Report on Form 10-K for the period ended March 31, 2002. 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 in the last 60 days. (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 CUSIP No. 152418109 Page 16 of 25 Pages 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 has 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 has 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. 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 25 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 in the last 60 days. (H) Mr. Garrett Goodbody (a)-(b) See cover page. (c) Mr. Goodbody has made no purchases or sales of Common Stock in the last 60 days. (I) Mr. Richard Fates (a)-(b) See cover page. (c) Mr. Fates has made no purchases or sales of Common Stock in the last 60 days. 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, CUSIP No. 152418109 Page 18 of 25 Pages 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.* 7 Letter from Richard J. Lashley to Rhoda K. Astone, Secretary and Clerk of the Company, dated May 22, 2002.* 8 Letter from Richard J. Lashley to Rhoda K. Astone, Secretary and Clerk of the Company, dated June 6, 2002.* 9 Letter from Richard J. Lashley to the Company, dated June 14, 2002. 10 Letter from The PL Capital Group to shareholders of the Company, dated July 11, 2002. - ------------------- * Filed with an earlier-filed version of this Schedule 13D. CUSIP No. 152418109 Page 19 of 25 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: July 16, 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 /s/ Garrett Goodbody John Palmer Richard Lashley Garrett Goodbody Managing Member Managing Member Managing Member ---------------------------------------------------------------- CUSIP No. 152418109 Page 20 of 25 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 ---------------------------------------------------------------- - ------------------------------------------------------- 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-9 3 sdc157b.txt LETTER FROM RICHARD LASHLEY TO COMPANY CUSIP No. 152418109 Page 21 of 25 Pages EXHIBIT 9 [ON LETTERHEAD] June 14, 2002 Mr. John D. Doherty President and Chief Executive Officer Central Bancorp, Inc. 399 Highland Avenue Somerville, MA 02144 Dear Mr. Doherty: Recent merger activity in Central Bancorp's market area clearly shows that you and Central's Board have a compelling opportunity to maximize the value of Central Bancorp by seeking a merger partner. If Central Bancorp were to obtain similar multiples to what Medford Bancorp obtained in its recently announced sale to Citizens Financial, Central Bancorp's value in a merger transaction would range from $31.30 to $55.05, as calculated below: Medford Transaction Implied Central Bancorp Multiple: Value Per Share: -------- --------------- Price to Tangible Book Value = 247% $55.05 Deposit Premium = 14.5% $45.34 Price to 2002 EPS (est.) = 18.2x $36.03 (2002 Operating EPS) $31.30 (2002 GAAP EPS) $49.50 (Q4 2002 Oper EPS) $36.40 (Q4 2002 GAAP EPS) The potential value of Central Bancorp in a sale is of course subject to a more detailed analysis, however, it is clear that the merger environment is conducive to a sale, and, in our opinion, would produce a significantly greater value for Central's shareholders than remaining independent. It was interesting to read in a recent Boston Globe article on Medford Bancorp that "at least 8 banks" expressed interest in Medford and that Larry Fish, CEO of Citizens was quoted as saying "Nothing's too small potatoes for us." It was also refreshing to read a quote from Art Meehan, CEO of Medford Bancorp, that "it was in the shareholder's best interests to do this" and "he had a fiduciary duty to his shareholders to make the sale." Now is the time for you and Central's Board to meet its fiduciary duties to Central's shareholders. Windows of opportunity in business move in cycles. There is clearly a window of opportunity open now. We strongly believe Central should investigate all of its strategic alternatives now, before the economy, interest rates, acquirers' attitudes, etc., change. CUSIP No. 152418109 Page 22 of 25 Pages Please provide a copy of this correspondence to each of Central's Board members. We also request an opportunity to meet with you and the entire Board, not just your spokesperson, to discuss this further. Please let us know when a meeting would be convenient for you and the Board. Very truly yours, /s/ Richard Lashley Richard Lashley Principal EX-10 4 sdc157c.txt LETTER FROM THE PL CAPITAL GRP TO SHAREHOLDERS CUSIP No. 152418109 Page 23 of 25 Pages EXHIBIT 10 PL CAPITAL LLC 20 East Jefferson Avenue 466 Southern Blvd. Suite 22 Adams Building Naperville, Illinois 60540 Chatham, New Jersey 07928 Tel: (630) 848-1340 Tel: (973) 360-1666 Fax: (630) 848-1342 Fax: (973) 360-1720 AN IMPORTANT MESSAGE FOR FELLOW SHAREHOLDERS OF CENTRAL BANCORP, INC. FROM THE PL CAPITAL GROUP July 11, 2002 Dear Fellow Central Bancorp, Inc. Stockholder: We need your support to help us elect the PL Capital Group's highly qualified candidates to the Board of Directors of Central Bancorp at the upcoming Annual Meeting, currently scheduled for September 30, 2002. Why are we running for election to Central Bancorp's board? The PL Capital Group is one of the largest shareholders of Central. We beneficially own 155,368 shares of Central Bancorp, Inc., approximately 9.5% of Central's outstanding common stock. Our investment firm specializes in the banking industry, and we have a track record of creating shareholder value in underperforming banks/thrifts by placing independent candidates on the boards of the banks/thrifts in which we invest. Why does Central need board representatives nominated by outside shareholders and not by the inside management of Central? The recent headlines about Enron, WorldCom, Adelphia, Tyco, et. al. have all pointed to the need for public company boards to be independent watchdogs of shareholders interests, not insiders beholden to management for their continued service, perquisites and compensation. We believe Central Bancorp's board is no different in its need. Our candidates, Mr. Garrett Goodbody and Mr. Richard Fates, are independent and highly qualified former banking industry senior executives who will aggressively advocate for the best interests of you and other shareholders. Over the past year, we have attempted to establish a constructive dialogue with the CEO and board of Central Bancorp, with no success. Central Bancorp CEO John Doherty has refused to even meet with us to discuss our concerns about Central Bancorp's performance and prospects as an independent thrift operating in a highly competitive marketplace. We think outside shareholders such as you, and the PL Capital Group, should have a greater voice in deciding the direction of Central Bancorp. In the next few months you will receive additional information from us, as well as from the management of Central Bancorp. We urge you to read all of it carefully and make an informed decision. Please do not vote either side's proxy card until you have carefully considered both side's candidates and positions. CUSIP No. 152418109 Page 24 of 25 Pages Please let us know what you think. Because Central Bancorp stock is primarily held in brokerage firms, in "street name," we have no way of communicating with many of the shareholders of Central Bancorp. We would be very interested to hear from you. Please fill out the enclosed postcard and mail it back to us. Alternatively, you can also contact our proxy firm, D.F. King & Co. at 212-269-5550 (fax #212-952-0137), or us directly at the addresses and phone numbers noted above in the letterhead. Our email addresses are Bankfund@aol.com and Palmersail@aol.com. Thank you for your consideration. On behalf of the PL Capital Group, /s/ Richard Lashley /s/ John Palmer Richard Lashley John Palmer Principal Principal We encourage you to read the PL Capital Group's Schedule 13D filings with respect to the stock of Central Bancorp, which are available for free at the website of the Securities and Exchange Commission (www.sec.gov). This letter is not a solicitation of your proxy; the PL Capital Group intends to solicit proxies from you through delivery to you of a proxy statement with accompanying proxy card at a time closer to the Annual Meeting. We encourage you to read our proxy statement when it becomes available because it contains important information. You will be able to get our proxy statement, and any other relevant documents, for free at the web site of the Securities and Exchange Commission (www.sec.gov). A copy of our proxy statement will also be sent directly to you. Our most recent Schedule 13D filing contains a list of the members of the PL Capital Group, who are anticipated to be participants in the PL Capital Group's proposed proxy solicitation, as well as a detailed description of our security holdings of Central. You may also contact us directly to obtain free copies of our proxy statement after it is filed with the SEC. CUSIP No. 152418109 Page 25 of 25 Pages PL Capital LLC 20 East Jefferson Avenue Suite 22 Naperville, IL 60540 Tel: (630) 848-1340 Fax: (630) 848-1342 This does not constitute a request for a proxy. You will receive a definitive proxy statement the same time as a proxy is requested from you. We would like to hear from you. We would appreciate it if you would take a few minutes to fill out the information requested below. Thank you for your time and cooperation. SHAREHOLDER INFORMATION NAME: ____________________________________________________ FIRM: ____________________________________________________ ADDRESS: ____________________________________________________ CITY: ________________________ STATE: ____ ZIP: ________ PHONE: _______________________ FAX: _____________________ I HOLD MY CENTRAL BANCORP SHARES THROUGH: _________________________________________ ______________ (NAME OF BROKERAGE FIRM OR BANK) (SHARES OWNED) STOCK BROKER OR FINANCIAL ADVISOR INFORMATION NAME: ____________________________________________________ FIRM: ____________________________________________________ ADDRESS: ____________________________________________________ CITY: ________________________ STATE: ____ ZIP: ________ PHONE: _______________________ FAX: _____________________ COMMENTS: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ PLEASE MAIL THIS FORM TO OUR ATTENTION AT THE ADDRESS INDICATED ABOVE. IF YOU PREFER, YOU MAY FAX IT TO THE PL CAPITAL GROUP AT (630) 848-1342; ATTN: MR. JOHN PALMER -----END PRIVACY-ENHANCED MESSAGE-----