-----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, V6Rwzvg5vLBUACv2lemSx4F1cY7xef/VrjZNKTTsdSa26HlkIZNZsjlanhZ16bx2 J/z/9OM222SY7k5C8NlFlQ== 0000897069-03-000607.txt : 20030530 0000897069-03-000607.hdr.sgml : 20030530 20030530152652 ACCESSION NUMBER: 0000897069-03-000607 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030530 GROUP MEMBERS: FINANCIAL EDGE - STRATEGIC FUND, L.P. 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: 03725793 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: 20 E. JEFFERSON AVENUE STREET 2: SUITE 22 CITY: NAPERVILLE STATE: IL ZIP: 60540 BUSINESS PHONE: 6308481340 MAIL ADDRESS: STREET 1: 20 E. JEFFERSON AVENUE STREET 2: SUITE 22 CITY: NAPERVILLE STATE: IL ZIP: 60540 SC 13D/A 1 irm355.txt SCHEDULE 13D AMENDMENT NO. 14 CUSIP No. 152418109 Page 1 of 29 Pages SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20552 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 14) 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 321 North Clark Street Suite 2800 Chicago, IL 60610-4764 (312) 832-4549 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 29, 2003 (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 29 Pages ========== ===================================================================== 1 NAME OF REPORTING PERSON Financial Edge Fund, L.P. - ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) [ ] - ---------- --------------------------------------------------------------------- 3 SEC USE ONLY - ---------- --------------------------------------------------------------------- 4 SOURCE OF FUNDS WC, OO - ---------- --------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ---------- --------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------------- --- ------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES 0 --- ------------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 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 (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 29 Pages ========== ===================================================================== 1 NAME OF REPORTING PERSON Financial Edge--Strategic Fund, L.P. - ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) [ ] - ---------- --------------------------------------------------------------------- 3 SEC USE ONLY - ---------- --------------------------------------------------------------------- 4 SOURCE OF FUNDS WC, OO - ---------- --------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ---------- --------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------------- --- ------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES 0 --- ------------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 27,100 --- ------------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 --- ------------------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 27,100 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,100 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.6% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN ================================================================================ CUSIP No. 152418109 Page 4 of 29 Pages ========== ===================================================================== 1 NAME OF REPORTING PERSON Goodbody/PL Capital, L.P. - ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) [ ] - ---------- --------------------------------------------------------------------- 3 SEC USE ONLY - ---------- --------------------------------------------------------------------- 4 SOURCE OF FUNDS WC, OO - ---------- --------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ---------- --------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------------- --- ------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES 0 --- ------------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 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 (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 29 Pages ========== ===================================================================== 1 NAME OF REPORTING PERSON PL Capital, LLC - ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) [ ] - ---------- --------------------------------------------------------------------- 3 SEC USE ONLY - ---------- --------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - ---------- --------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ---------- --------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------------- --- ------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES 0 --- ------------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 141,000 --- ------------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 --- ------------------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 141,000 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 141,000 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.5% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN ================================================================================ CUSIP No. 152418109 Page 6 of 29 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 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 (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 29 Pages ========== ===================================================================== 1 NAME OF REPORTING PERSON John Wm. Palmer - ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) [ ] - ---------- --------------------------------------------------------------------- 3 SEC USE ONLY - ---------- --------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - ---------- --------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ---------- --------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - --------------- --- ------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES 0 --- ------------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 153,168 --- ------------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 --- ------------------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 153,168 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 153,168 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.3% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ================================================================================ CUSIP No. 152418109 Page 8 of 29 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 8 SHARED VOTING POWER OWNED BY 153,168 --- ------------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 600 --- ------------------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 153,168 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 153,768 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.3% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ================================================================================ CUSIP No. 152418109 Page 9 of 29 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 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 (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 10 of 29 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; 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 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 and Mr. Lashley'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 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 and Mr. Lashley is: c/o PL Capital, 20 East Jefferson Avenue, Suite 22, Naperville, Illinois 60540. The principal employment of Messrs. Palmer and Lashley is investment management. The business address of Mr. Fates is BayState Financial Services, Six Kimball Lane, Lynnfield, MA 01940. 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 11 of 29 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 154,268 shares, equal to 9.3% 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 27,100 shares of Common Stock it holds in its name is $621,611. 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. 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 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. CUSIP No. 152418109 Page 12 of 29 Pages 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. Members of the Group are 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 they believe the Company faces diminished prospects as a small thrift operating in a highly competitive market area. Despite Group members' concerns about Central Bancorp's long term prospects as an independent company, members of the Group believe that 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, members of the Group believe 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 pursue a sale of the Company to a larger financial services organization. Members of the Group note that there has been a recent increase in merger activity in the Boston metropolitan area. For example, on December 19, 2002, Bay State Bancorp (symbol: BYS) a Boston area thrift, announced it was being acquired by Seacoast Financial. The acquisition price equated to approximately 213% of Bay State's book value, 17x earnings and a 18% deposit premium. In June 2002, Medford Bancorp (ticker symbol: MDBK), a $1.4 billion asset thrift, announced it was 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 to this Schedule 13D). 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 opinion of members of the Group 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 26, 2001, the CEO of the Company, John Doherty, agreed to meet with the principals of PL Capital 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, other than Mr. Fates (a member of the Group) and Mr. Garrett Goodbody (formerly a member of the Group and CUSIP No. 152418109 Page 13 of 29 Pages formerly a Managing Member of Goodbody/PL LLC), 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 25, 2001, members of the Group sent a letter expressing their concerns about the financial results of the Company to Mr. Doherty, 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. 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. CUSIP No. 152418109 Page 14 of 29 Pages 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. On October 1, 2002, following the convening of the Annual Meeting on September 30, 2002, Mr. Lashley and PL Capital filed a lawsuit against the Company and against each director of the Company. A copy of the complaint in that lawsuit is attached as Exhibit 11. The lawsuit was dismissed on December 12, 2002; Mr. Lashley and PL Capital believe that the lawsuit may be refiled and are pursuing options related to refiling. On October 25, 2002, the Company issued a press release announcing the final results of the election of directors at the Annual Meeting. The Company announced that shareholders had elected the PL Capital Group's nominees, Mr. Goodbody and Mr. Fates, to the Company's board of directors, and that two of the Company nominees, Messrs. Gilgun and Santini, were defeated. In a November 7, 2002 press release, Central Bancorp announced that the Company's board elected Messrs. Santini and Gilgun, the two nominees of the Company that Messrs. Goodbody and Fates had just defeated in the Central Bancorp election, to the board of Central Co-Operative Bank, the principal operating subsidiary of the Company. Messrs. Goodbody and Fates were not elected to the board of Central Co-Operative Bank. On January 16, 2003, Mr. Lashley and PL Capital sent a letter to the Board of Directors of the Company, demanding that the Board of Directors take prompt remedial action to appoint Messrs. Goodbody and Fates to the board of directors of Central Co-Operative Bank and correct the wrongdoing detailed in Counts II-IV of the attached amended complaint. A copy of the shareholder derivative demand letter is attached as Exhibit 12. On January 28, 2003, Central filed a complaint in the Federal District Court of Massachusetts against PL Capital and others. On January 31, 2003, PL Capital filed a complaint in Superior Court of the Commonwealth of Massachusetts against Central Bancorp and certain of its directors and Central Bancorp amended its complaint in Massachusetts Federal District Court. The Superior Court of the Commonwealth of Massachusetts granted PL Capital and others preliminary injunctive relief on February 3, 2003 preventing Central Bancorp from taking certain action. The Massachusetts Federal District Court entered an order setting a trial date in May, 2003 and extending the preliminary injunction granted by the State Court in favor of PL Capital and others until a decision on the merits by the Federal Court. On February 19, 2003, PL Capital responded to Central Bancorp's amended complaint and filed a counterclaim. On May 2, 2003, Mr. Garrett Goodbody, formerly a member of the Group, formerly a managing Member of Goodbody/PL LLC and formerly a Director of the Company, passed away. On May 14, 2003, Mr. Lashley and PL Capital sent a letter to the Board of Directors of the Company, requesting that the vacancy on the Board of Directors created by the CUSIP No. 152418109 Page 15 of 29 Pages unfortunate death of Mr. Garrett Goodbody be filled by Mr. Richard Lashley for the remainder of the term that Mr. Goodbody would otherwise have served as a Director of the Company. A copy of the May 14, 2003 letter to the Board of Directors is attached as Exhibit 13. On May 29, 2003 Mr. Richard Lashley sent a letter to the Company serving as his notice to the Company that Mr. Lashley intends to nominate himself for election as a director of the Company at the 2003 annual meeting of the stockholders of the Company. A copy of the May 29, 2003 letter to the Company is attached as Exhibit 14. 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, 1,662,433, reported as the number of outstanding shares as of February 12, 2003, on the Company's Form 10-Q filed February 14, 2003. 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 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. CUSIP No. 152418109 Page 16 of 29 Pages (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. 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. 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. (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. Palmer and Lashley have the power to direct the affairs of Goodbody/PL LLC. Therefore, Goodbody/PL CUSIP No. 152418109 Page 17 of 29 Pages LLC may be deemed to share with Messrs. 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. 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. 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.* CUSIP No. 152418109 Page 18 of 29 Pages 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.* 11 Complaint filed in the District of Massachusetts federal court on October 1, 2002.* 12 Shareholder Derivative Demand Letter from Richard Lashley and PL Capital to the Company's Board of Directors, dated January 16, 2003.* 13 Letter from Mr. Lashley and PL Capital to the Board of Directors of the Company, dated May 14, 2003.* 14 Letter from Mr. Lashley to the Company, dated May 29, 2003. ______________ *Filed with an earlier-filed version of this Schedule 13D. CUSIP No. 152418109 Page 19 of 29 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: May 29, 2003 ----------------------------------------------------- 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 ----------------------------------------------------- CUSIP No. 152418109 Page 20 of 29 Pages ----------------------------------------------------- GOODBODY/PL CAPITAL, LLC By: /s/ John Palmer /s/ Richard Lashley John Palmer Richard Lashley Managing Member Managing Member ----------------------------------------------------- - ------------------------------------------------------------ By: /s/ John Palmer John Palmer - ------------------------------------------------------------ By: /s/ Richard Lashley Richard Lashley - ------------------------------------------------------------ By: /s/ Richard Fates Richard Fates - ------------------------------------------------------------ EX-99.14 3 irm355a.txt LETTER FROM MR. LASHLEY TO THE COMPANY CUSIP No. 152418109 Page 21 of 29 Pages EXHIBIT 14 Mr. Richard Lashley 2 Trinity Place Warren, NJ 07059 May 29, 2003 VIA TELEFAX AND OVERNIGHT DELIVERY - ---------------------------------- Ms. Rhoda K. Astone Secretary and Clerk Central Bancorp, Inc. 399 Highland Avenue Somerville, MA 02144 Re: Notice of Intent to Nominate One Director ----------------------------------------- Dear Ms. Astone: This letter constitutes a notice of intent by Richard Lashley to nominate one person for election as director of Central Bancorp, Inc. (the "Company") at the 2003 Annual Meeting of Stockholders of the Company. This notice is being provided to you pursuant to Section (A) of Article VI(D) of the Company's Articles of Organization. Mr. Lashley owns of record 100 shares (as evidenced by the attached certificate #CB0089) and 500 shares in street name, of the Company's common stock, par value $1.00 per share (the "Common Stock"). Mr. Lashley also beneficially owns an additional 153,168 shares of Common Stock. By the fact of Mr. Lashley's submission of this notice of intent to nominate, it is his understanding the Company is now obligated under the federal securities laws to obtain pre-approval by the United States Securities and Exchange Commission of its proxy materials. Mr. Lashley hereby notifies the Company pursuant to Section (A) of Article VI(D) of the Company's Articles of Organization that he intends to nominate himself for election to the Board of Directors of the Company at the 2003 Annual Meeting of Stockholders of the Company. Enclosed is Mr. Lashley's written consent to be named in his proxy statement and to serve as a director of the Company if elected. Set forth below is certain information, including that required by Article VI(D) of the Company's Articles of Organization. The information set forth below responds fully to CUSIP No. 152418109 Page 22 of 29 Pages all of the requirements of Article VI(D). Mr. Lashley is aware this nomination letter may be received by the Company prior to the dates prescribed by the Company's Articles of Organization, however, he wanted to provide advance notice to the Company so that the Company can advise him if the Company needs additional information. (i) As to the proposed nominee: A. Name, Age, Business Address and Residence Address Name Age Business Address Residence Address - ---- --- ---------------- ----------------- Richard Lashley 44 2 Trinity Place PL Capital, LLC Warren, NJ 07059 466 Southern Blvd. Adams Bldg. Chatham, NJ 07928 B. Principal Occupation or Employment Richard Lashley: Current: Managing Member of PL Capital, LLC (General Partner of Financial Edge Fund, LP and Financial Edge Strategic Fund, LP) and Managing Member of Goodbody/PL Capital, LLC (General Partner of Goodbody/PL Capital, LP), collectively, a member of the "PL Capital Group" (which consists of the entities defined in a Schedule 13D with respect to the Common Stock, originally filed on July 19, 2001, as amended). Member, Board of Directors, Security Financial Bancorp, Inc., St. John, Indiana. Member, Board of Directors, Franklin Bancorp, Inc., Southfield, Michigan. CPA (New Jersey-status inactive) Former: 12 years with KPMG Peat Marwick LLP in a variety of positions serving the banking industry (1984-1996). Former Director, Haven Bancorp, Inc., Westbury, NY. C. Shares Owned Either Beneficially or Of Record Name of Nominee Class Amount - --------------- ----- ------ Richard Lashley Common (of Record) 100 Common (street name) 500 Common (beneficial) 153,168 (1) (1) Through the PL Capital Group, of which Mr. Lashley is a member. CUSIP No. 152418109 Page 23 of 29 Pages D. Interest of Certain Persons in Matters to be Acted Upon Except as otherwise set forth herein, Mr. Lashley is not or was not, within the past year, a party to any contract, arrangement or understanding with any person with respect to any securities of the Company, including, but not limited to joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies. PL Capital, LLC (of which Mr. Lashley is a managing member) is entitled to receive an allocation of profits with respect to the shares of Common Stock owned by Financial Edge Fund and Financial Edge Strategic. Goodbody/PL Capital, LLC (or which Mr. Lashley is a managing member) is entitled to receive an allocation of profits with respect to the shares of Common Stock owned by Goodbody/PL Capital, LP. Except as otherwise set forth herein, neither Mr. Lashley nor any of his associates, has any arrangement or understanding with any person with respect to any future employment with the Company or its affiliates or with respect to any future transactions to which the Company or any of its affiliates will or may be a party. E. Other Information Directorships of Other Publicly Owned Companies: - ----------------------------------------------- Mr. Lashley is a director of Security Financial Bancorp, Inc., a savings and loan holding company based in St. John, Indiana (symbol: SFBI) and Franklin Bancorp, Inc., a national bank holding company based in Southfield, Michigan (symbol: FBCP). Material Proceedings Adverse to the Company: - ------------------------------------------- Except as noted below, to Mr. Lashley's knowledge, there are no material proceedings to which either he, or any associate of his, is a party adverse to the Company or any of its subsidiaries, and neither him nor any associate of his has a material interest adverse to the Company or any of its subsidiaries. Richard Lashley is a named party in the three related cases described below. Mr. Lashley is a defendant, and also a counter-claim and third party plaintiff, in an action styled Nancy D. Neri, et al. v. PL Capital, LLC, et al., civil action number 03-10179-EFH. This matter is pending (but stayed in favor of the state court actions described below) in the United States District Court for the District of Massachusetts. In addition, Mr. Lashley is a plaintiff in an action styled PL Capital, LLC, et al. v. Central Bancorp, Inc., et al., civil action number 03-0554-BLS, pending in the Business Litigation Session of the Superior Court of Massachusetts, and a defendant in consolidated action 03-2287-BLS, styled Central Bancorp, Inc., et al. v. PL Capital, LLC, et al., pending in that same court. Transactions In Stock of the Company: - ------------------------------------ CUSIP No. 152418109 Page 24 of 29 Pages The following transactions are the only transactions during the past two years with regard to the Common Stock made by Mr. Lashley or other entities constituting the PL Capital Group. All transactions are purchases unless otherwise identified. Transactions by Mr. Lashley: - ------------------------------- ---------------------------- Date Number of Shares - ------------------------------- ---------------------------- 8/9/01 100 - ------------------------------- ---------------------------- 1/28/02 500 - ------------------------------- ---------------------------- Transactions by Mr. Garrett Goodbody (1): - ------------------------------- ---------------------------- Date Number of Shares - ------------------------------- ---------------------------- 1/7/02 1000 - ------------------------------- ---------------------------- 2/20/02 4000 - ------------------------------- ---------------------------- (1) Mr. Goodbody passed away on May 2, 2003 and is no longer a member of the PL Capital filing Group with respect to the Common Stock. Transactions by Mr. Richard Fates: - ------------------------------- ---------------------------- Date Number of Shares - ------------------------------- ---------------------------- 1/8/02 300 - ------------------------------- ---------------------------- 1/9/02 100 - ------------------------------- ---------------------------- 1/10/02 100 - ------------------------------- ---------------------------- Transactions by Financial Edge Fund, LP: - ------------------------------- ---------------------------- Date Number of Shares - ------------------------------- ---------------------------- 5/30/01 8000 - ------------------------------- ---------------------------- 6/4/01 2000 - ------------------------------- ---------------------------- 6/5/01 2000 - ------------------------------- ---------------------------- 6/8/01 5000 - ------------------------------- ---------------------------- 6/11/01 6500 - ------------------------------- ---------------------------- 6/12/01 4000 - ------------------------------- ---------------------------- 6/13/01 3400 - ------------------------------- ---------------------------- 6/14/01 4000 - ------------------------------- ---------------------------- 6/18/01 2500 - ------------------------------- ---------------------------- 6/19/01 2500 - ------------------------------- ---------------------------- 7/9/01 4400 - ------------------------------- ---------------------------- 7/16/01 1500 - ------------------------------- ---------------------------- 7/17/01 500 - ------------------------------- ---------------------------- 7/18/01 600 - ------------------------------- ---------------------------- 7/20/01 1400 - ------------------------------- ---------------------------- 7/24/01 2100 - ------------------------------- ---------------------------- 10/25/01 5000 - ------------------------------- ---------------------------- 11/26/01 (sale) (2500) - ------------------------------- ---------------------------- 1/17/02 2500 - ------------------------------- ---------------------------- 1/28/02 2500 - ------------------------------- ---------------------------- 1/30/02 24000 - ------------------------------- ---------------------------- 1/31/02 14000 - ------------------------------- ---------------------------- Transactions by Financial Edge Strategic Fund, LP: - ------------------------------- ---------------------------- Date Number of Shares - ------------------------------- ---------------------------- 6/4/01 4900 - ------------------------------- ---------------------------- CUSIP No. 152418109 Page 25 of 29 Pages - ------------------------------- ---------------------------- 6/11/01 4600 - ------------------------------- ---------------------------- 7/9/01 2400 - ------------------------------- ---------------------------- 12/31/01 3600 - ------------------------------- ---------------------------- 1/15/02 1700 - ------------------------------- ---------------------------- 1/16/02 2500 - ------------------------------- ---------------------------- 12/9/02 3900 - ------------------------------- ---------------------------- Transactions by Goodbody/PL Capital, LP: - ------------------------------- ---------------------------- Date Number of Shares - ------------------------------- ---------------------------- 5/30/01 7000 - ------------------------------- ---------------------------- 6/11/01 2500 - ------------------------------- ---------------------------- 1/30/02 2668 - ------------------------------- ---------------------------- Transactions by Archimedes Overseas LTD (2): - ------------------------------- ---------------------------- Date Number of Shares - ------------------------------- ---------------------------- 5/30/01 3000 - ------------------------------- ---------------------------- 1/30/02 1000 - ------------------------------- ---------------------------- 2/20/02 (sale) (4000) - ------------------------------- ---------------------------- (2) Archimedes Overseas LTD. has not owned any Common Stock since 2/20/02 and is not a member of PL Capital filing group with respect to the Common Stock. Certain funds expended to date in the foregoing transactions may have been provided, from time to time, in part by margin account loans from subsidiaries of Bear Stearns Securities Corp. ("Bear Stearns") and CS First Boston (formerly Donaldson Lufkin Jenrette Securities Corp.) ("CSFB/DLJ"), extended in the ordinary course of business. All purchases of Common Stock made using funds borrowed from Bear Stearns or CSFB/DLJ, if any, were made in margin transactions on those firms' usual terms and conditions. All or part of the shares of such Common Stock may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities. 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. There are no margin loans outstanding in any of the entities holding the Common Stock at this time. Arrangements or Understandings with Other Persons - ------------------------------------------------- Mr. Lashley, as a Managing Member of PL Capital, LLC, is provided indemnity by the Financial Edge Fund, LP and Financial Edge Strategic Fund, LP for any costs, expenses or liabilities he or PL Capital, LLC may incur in connection with their management of those LP's, including the intended solicitation of proxies for use at the 2003 Annual Meeting of Stockholders of the Company. Mr. Lashley, as a Managing Member of Goodbody/PL Capital, LLC, is provided indemnity by Goodbody/PL Capital, LP for any costs, expenses or liabilities he or Goodbody/PL Capital, LLC may incur in connection with their management of Goodbody/PL Capital, LP, including the intended solicitation of proxies for use at the 2003 Annual Meeting of Stockholders of the Company. Mr. Lashley has no other arrangement or understanding with any other person or entity pursuant to which he was or is to be selected as a director or nominee for election as a director CUSIP No. 152418109 Page 26 of 29 Pages of the Company. Absence of any Family Relationships: - ----------------------------------- Mr. Lashley has no family relationship with any director or officer of the Company. Absence of Involvement in Certain Legal Proceedings: - --------------------------------------------------- As to Mr. Lashley: Since January 1, 1998, no petition under the Federal bankruptcy laws or any state insolvency law has been filed by or against Mr. Lashley, and no receiver, fiscal agent or similar officer has been appointed by a court for business or property of Mr. Lashley. In addition, since January 1, 1998 no petition under the Federal bankruptcy laws or any state insolvency law has been filed by or against, and no receiver, fiscal agent or similar officer has been appointed by a court for business or property of, any partnership in which he is or was a general partner, or any company or business association of which he is or was an executive officer. Since January 1, 1998 Mr. Lashley has not been convicted in a criminal proceeding nor has he been named as the subject of any pending criminal proceeding (excluding traffic violations or similar misdemeanors). Since January 1, 1998, Mr. Lashley has not been the subject of any court order, judgment or decree, not suspended, reversed or vacated, permanently or temporarily enjoining (or otherwise limiting) him from (A) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission ("CFTC") or any associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or from engaging in or continuing any conduct or practice in connection with any such activity, (B) engaging in any type of business practice, or (C) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws. Since January 1, 1998, Mr. Lashley has not been the subject of any order, judgment or decree not subsequently reversed, suspended or vacated, of a federal or state authority barring, suspending or otherwise limiting for more than 60 days his right to be engaged in any activity described in clause c. above, or to be associated with persons engaged in any such activity. Since January 1, 1998, Mr. Lashley has not been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission ("SEC") to CUSIP No. 152418109 Page 27 of 29 Pages have violated any federal or state securities law, or by a court of competent jurisdiction in a civil action or by the CFTC to have violated any federal commodities law, wherein the judgment in such civil action or finding by the SEC or the CFTC has not been subsequently reversed, suspended or vacated. Absence of Certain Transactions: - ------------------------------- As to Mr. Lashley: a. Since January 1, 2002, neither Mr. Lashley nor any member of his immediate family has had any material interest in any transaction or any series of similar transactions to which the Company or any of its subsidiaries was a party, and neither Mr. Lashley nor any member of his immediate family has any material interest in any currently proposed transaction, or series of similar transactions to which the Company or any of its subsidiaries is a party. Since January 1, 2002, Mr. Lashley has had no relationship of the nature described in Item 404(b) of Regulation S-K, promulgated by the SEC under the Securities Exchange Act of 1934, as amended. Specifically, since January 1, 2002, Mr. Lashley has not been an executive officer, director, or partner of, or has he owned (directly or indirectly) more than 10% of the equity interest in, any of the following types of organizations: i. Any organization that has made or proposes to make payments to the Company or any of its subsidiaries for property or services; ii. Any organization to which the Company or any of its subsidiaries was indebted; iii. Any organization to which the Company or any of its subsidiaries has made or proposes to make payments for property or services; or iv. Any organization that provided legal services or investment banking services to the Company or any of its subsidiaries. Since January 1, 2002, neither Mr. Lashley, nor any member of his immediate family or any firm, company or organization of which he is an executive officer or director or the beneficial owner of 10% or more of any class of equity securities, nor any trust or other estate in which he has a substantial beneficial interest or as to which he serves as a trustee or in a similar capacity, was indebted to the Company or any of its subsidiaries in excess of $60,000 at any time. Section 16 Compliance - --------------------- Mr. Lashley is not required to file reports under Section 16 of the Securities Exchange Act of 1934, as amended, with respect to the Common Stock of the Company. CUSIP No. 152418109 Page 28 of 29 Pages (ii) As to the Nominator, Mr. Lashley: A. Name and Record Address Mr. Richard Lashley 2 Trinity Place Warren, NJ 07059 No other stockholder other than members of the PL Capital Group is known to Mr. Lashley to be supporting Mr. Lashley as a nominee. B. Beneficial Ownership Mr. Lashley is the record owner of 100 shares of Common Stock, 500 shares of Common Stock in street name and the beneficial owner of an additional 153,168 shares of Common Stock, par value $1.00 per share, of the Company. Very truly yours, ---------------------------------- Richard Lashley CUSIP No. 152418109 Page 29 of 29 Pages CONSENT OF PROPOSED NOMINEE I, Richard Lashley, hereby consent to be named in the proxy statement of Mr. Richard Lashley to be used in connection with his solicitation of proxies from the shareholders of Central Bancorp, Inc. for use in voting at the 2003 Annual Meeting of Stockholders of Central Bancorp, Inc. and I hereby consent and agree to serve a director of Central Bancorp, Inc. if elected at such Annual Meeting. --------------------------------- Richard Lashley Dated: May 29, 2003 -----END PRIVACY-ENHANCED MESSAGE-----