-----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, LzkIe+cSVOejksgbh193iYSsLISCEZYyJHB8ogn4vSaIpi1s0eGBedbOiBDmABap FKlzsybLIp7Z5WjS7/bM3A== 0000897069-03-000872.txt : 20030812 0000897069-03-000872.hdr.sgml : 20030812 20030811173216 ACCESSION NUMBER: 0000897069-03-000872 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030812 GROUP MEMBERS: FINANCIAL EDGE - STRATEGIC FUND, L.P. GROUP MEMBERS: FINANCIAL EDGE 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: 03835418 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 sdc502.txt 13D AMENDMENT 16 CUSIP No. 152418109 Page 1 of 33 Pages Securities and Exchange Commission Washington, D.C. 20552 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 16) 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 (312) 832-4549 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 4, 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 33 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 33 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 33 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 33 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 33 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 33 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 [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.3% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ================================================================================ CUSIP No. 152418109 Page 8 of 33 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 --------- ------------------------------------------ BENEFICIALLLY 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 [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.3% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ================================================================================ CUSIP No. 152418109 Page 9 of 33 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 33 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 33 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 33 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. On August 4, 2003, PL Capital and Central Bancorp dismissed all pending litigation against each other and settled all matters pursuant to a settlement agreement. A copy of that settlement agreement is attached as Exhibit 15. Members of the Group may dispose of any or all the shares of Common Stock held by them, in a manner consistent with the terms of the settlement agreement attached as Exhibit 15, although they have no current intention to do so. To the extent the actions described herein may be deemed to constitute a "control purpose" with respect to the Securities Exchange Act of 1934, as amended, and the regulations thereunder, the Group has such a purpose. Except as noted in this Schedule 13D, no member of the Group has any plans or proposals, which relate to, or would result in, any of the matters referred to in paragraphs (b) through (j), inclusive of Item (4) of Schedule 13D. Such individuals may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto that are not inconsistent with the settlement agreement attached as Exhibit 15. 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, 1,663,133, reported as the number of outstanding shares as of June 20, 2003, on the Company's Form 10-K/A. 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 13 of 33 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 14 of 33 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. Financial Edge Fund has agreed to indemnify Mr. Fates for all costs and expenses arising out of or related to his nomination for election as a director of Central Bancorp. With respect to Financial Edge Fund and Financial Edge Strategic, PL Capital is entitled to (1) an allocation of a portion of profits, if any, and (2) a management fee based upon a percentage of total capital. With respect to Goodbody/PL LP, Goodbody/PL LLC is entitled to (1) an allocation of a portion of profits, if any, and (2) a management fee based upon a percentage of total capital. In connection with an agreement entered into between PL Capital and the Company on August 4, 2003, PL Capital has agreed, among other things, to grant the Company a right of first refusal to purchase shares of Common Stock held by PL Capital should PL Capital decide to sell any such shares of Common Stock, as well as other matters set forth in the settlement agreement attached as Exhibit 15. 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. CUSIP No. 152418109 Page 15 of 33 Pages 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.* 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 Richard J. Lashley to Rhoda K. Astone, Secretary and Clerk of the Company, dated July 2, 2003.* 15 Settlement Agreement by and between The PL Capital Group and the Company, dated August 4, 2003. ______________ *Filed with an earlier-filed version of this Schedule 13D. CUSIP No. 152418109 Page 16 of 33 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: August 11, 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 17 of 33 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-15 3 sdc502a.txt SETTLEMENT AGREEMENT CUSIP No. 152418109 Page 18 of 33 Pages EXHIBIT 15 AGREEMENT This Agreement is made by and between Central Bancorp, Inc. ("Central Bancorp"), Nancy D. Neri, Gregory W. Boulos, Paul E. Bulman, John D. Doherty, Joseph R. Doherty, Terence D. Kenney, James F. Linnehan, Marat E. Santini, John F. Gilgun, Jr., The Joseph R. Doherty Family Limited Partnership, L.P., the Central Cooperative Bank Employee Stock Ownership Plan Trust and Central Cooperative Bank (collectively, the "Central Bancorp Parties"), and PL Capital, LLC, Financial Edge Fund, L.P., Financial-Edge Strategic Fund, L.P., Goodbody/PL Capital, L.P., Goodbody/PL Capital, LLC ("PL Capital"), Richard Lashley, John W. Palmer, Richard J. Fates, the Estate of GARRETT GOODBODY (collectively, the "PL Capital Parties") on behalf of themselves and their respective affiliates (the Central Bancorp Parties and the PL Capital Parties together, collectively, the "Parties"). The Parties agree that they have entered into this Agreement in order to avoid the expense and inconvenience of continued litigation captioned Lashley, et al. v. Central Bancorp, Inc., et al., Civ. No. 02-11931-EFH (D. Mass.); Central Bancorp, Inc., et al. v. PL Capital, LLC, et al., Civ. No. 03-10179-EFH (D. Mass.); Seidman, et al. v. Central Bancorp, Inc., et al., CIV. NO. 03-0547-BLS (Mass. Super. Ct.); PL Capital, LLC, et al. v. Central Bancorp, Inc., et al., Civ. No. 03-0554-BLS (Mass. Super. Ct.); Central Bancorp, Inc., et al. v. PL Capital, LLC, et al., Civ. No. 03-2287-BLS (Mass. Super. Ct.); and Central Bancorp, Inc., et al. v. PL Capital, LLC, et al., Civ. No. 03-3585-BLS (Mass. Super. Ct.) (the "Litigation") and without admitting any liability. In consideration of the covenants, promises and undertakings set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1. Board Expansion and Membership. Upon the execution of this Agreement, the board of directors of Central Bancorp will be expanded from its present eight member size to ten members, and Richard Lashley will be elected director of Central Bancorp to serve the remaining term of Terence D. Kenney who is retiring as a director. Mr. Lashley will, therefore, be added to the Company's slate of directors nominated for election to a three-year term to be voted upon at this year's annual meeting dated September 30, 2003, or any adjournment or postponement thereof. At all times from and after the date of this Agreement, Central Bancorp's board will also appoint, at its sole discretion, all other persons to fill remaining director positions or vacancies on the ten member Central Bancorp board of directors. Messrs. Lashley and Fates shall receive the normal compensation and benefits paid to directors of Central Bancorp and Central Cooperative Bank while they serve as directors thereof. Upon the execution of this Agreement, the board of directors of Central Cooperative Bank will be expanded to ten members, Messrs. Richard Fates and Richard Lashley will be elected as two of those members and the board of Central Bancorp, at its sole discretion, will elect such other persons to fill remaining positions or vacancies on that board as it deems fit. CUSIP No. 152418109 Page 19 of 33 Pages 2. Standstill. The PL Capital Parties each agree that, for so long as Richard Fates and/or Richard Lashley (or, in the event of death, disability or resignation of either of them, a substitute nominee of PL Capital whose substitution shall be subject to the approval of the Central Bancorp Board of Directors, such approval not to be unreasonably withheld) remains a director of Central Bancorp or Central Cooperative Bank or PL Capital beneficially owns 5 percent or more of the outstanding Central Bancorp shares (based on the 1,663,133 shares outstanding at the date of execution of this Agreement), after the date hereof (the "Standstill Period"), they and their affiliates or associates (as defined in Rule 12b-2 promulgated pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act") will not (and they will not assist or encourage others to), directly or indirectly, in any manner, without prior written approval of the Board of Directors of Central Bancorp: (i) acquire, offer to acquire, solicit an offer to sell or agree to acquire, directly or indirectly, alone or in concert with others, by purchase, gift or otherwise, any direct or indirect beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) or any direct or indirect interest in any securities or direct or indirect rights, warrants or options to acquire, or securities convertible into or exchangeable for (collectively, an "Acquisition"), any securities of Central Bancorp ("Securities"), provided that PL Capital may sell shares without the prior approval of the Board of Directors of Central Bancorp subject to the Right of First Refusal in Paragraph 8 of this Agreement; (ii) make, or in any way participate in, directly or indirectly, alone or in concert with others, any "solicitation" of "proxies" to vote (as such terms are used in the proxy rules of the Securities and Exchange Commission promulgated pursuant to Section 14 of the Exchange Act) or seek to advise or influence in any manner whatsoever any person with respect to the voting of any voting securities of Central Bancorp, except pursuant to Central Bancorp's publication of its proxy statement; (iii) form, join or in any way participate in a "group" within the meaning of Section 13(d)(3) of the Exchange Act with respect to any voting securities of Central Bancorp; (iv) acquire, offer to acquire or agree to acquire, directly or indirectly, alone or in concert with others, by purchase, exchange or otherwise, (a) any of the assets, tangible and intangible, of Central Bancorp or (b) direct or indirect rights, warrants or options to acquire any assets of Central Bancorp; (v) arrange, or in any way participate, directly or indirectly, in any financing (except for margin loan financing for shares presently beneficially owned) for the purchase of any securities or securities convertible or exchangeable into or exercisable for any securities or assets of Central Bancorp; (vi) otherwise act, alone or in concert with others (except in their expressing views as directors at meetings of the board of directors or a committee of the board of directors of Central Bancorp or Central Cooperative Bank), to seek to offer to Central CUSIP No. 152418109 Page 20 of 33 Pages Bancorp or any of its stockholders any business combination, restructuring, recapitalization or similar transaction to or with Central Bancorp or otherwise seek, alone or in concert with others to control or change the management, board of directors or policies of Central Bancorp or nominate any person as a director of Central Bancorp who is not nominated by the then incumbent directors, or propose any matter to be voted upon by the stockholders of Central Bancorp; or (vii) announce an intention to do, or enter into any arrangement or understanding with others to do, any of the actions restricted or prohibited under clauses (i) through (vi) of this Paragraph 2, or publicly announce or disclose any request to be excused from any of the foregoing obligations of this Paragraph 2; and At the September 30, 2003 Central Bancorp annual meeting, PL Capital agrees to vote the 154,268 shares it presently beneficially owns in favor of the nominees for election or reelection as director of Central Bancorp selected by the board of directors of Central Bancorp and otherwise to support such director candidates, and to vote against the election of any candidates not so nominated by the board of directors of Central Bancorp. Thereafter, during the Standstill Period, the PL Capital Parties agree to vote all shares they or any of them beneficially own of Central Bancorp in favor of the nominees for election or re-election as director of Central Bancorp selected by the board of directors of Central Bancorp and agree otherwise to support such director candidates, and agree to vote against the election of any candidates not so nominated by the board of directors of Central Bancorp. 3. Re-nomination. The board of directors of Central Bancorp agrees to renominate each of Richard Fates and Richard Lashley (or, in the event of death, disability or resignation of either of them, a substitute nominee of PL Capital whose substitution shall be subject to the approval of the Central Bancorp Board of Directors, such approval not to be unreasonably withheld) as a director of Central Bancorp and to re-elect each of them as a director of Central Cooperative Bank so long as (i) he does not seasonably give Notice (as defined herein) that he does not seek such renomination or reelection at the time of such occurrence and (ii) PL Capital beneficially owns 5 percent or more of Central Bancorp's outstanding shares. 4. Feldman Financial Advisors. With respect to Trent R. Feldman and Feldman Financial Advisors, Inc., the PL Capital Parties agree that Central Bancorp's board of directors, or a committee thereof, may from time to time engage Feldman Financial Advisors, Inc. and/or Trent R. Feldman as financial advisor without objection of any of the PL Capital Parties, and Messrs. Fates and Lashley may express their views thereon as directors at meetings of the board of directors or a committee of the board of directors of Central Bancorp or Central Cooperative Bank. 5. ESOP. The Central Cooperative Bank Employee Stock Ownership Plan ("ESOP") may use its present $1,941,797.40 loan authorization from Central Bancorp to acquire shares from CUSIP No. 152418109 Page 21 of 33 Pages any of the PL Capital Parties pursuant to the Right of First Refusal granted by Paragraph 8 of this Agreement or to acquire shares sold by former employees or retirees of Central Bancorp or Central Cooperative Bank to maintain the ESOP's present level of ownership as a percentage of the outstanding Central Bancorp shares (in addition to participants' reinvestment of dividends). Other than the ESOP purchasing PL Capital shares or purchasing shares sold by former employees or retirees (and participants' reinvestment of dividends), during the next two years, the ESOP will not acquire additional Central Bancorp shares, unless the PL Capital Parties' beneficial ownership of Central Bancorp shares becomes less than 5 percent of the outstanding Central Bancorp shares (based on the 1,663,133 shares outstanding at the date of execution of this Agreement). 6. Non-Disparagement. During the Standstill Period, the PL Capital Parties agree not to disparage any of the Central Bancorp Parties or any officers, directors (including director nominees) or employees of Central Bancorp or Central Cooperative Bank in any public forum, and the Central Bancorp Parties agree not to disparage any of the PL Capital Parties or any officers or employees of PL Capital in any public forum. 7. PL Capital Nominees. Provided the respective boards of directors are expanded to ten members each and Richard Lashley is appointed to the boards of directors of Central Bancorp and he and Richard Fates are appointed to the board of directors of Central Cooperative Bank and renominated as provided in this Agreement, pursuant to this Agreement, the PL Capital Parties agree not to nominate any other candidate for director of either entity at any time (except, in the event of death, disability or resignation of either of them, a substitute nominee of PL Capital whose substitution shall be subject to the approval of the Central Bancorp Board of Directors, such approval not to be unreasonably withheld). 8. Right of First Refusal. The PL Capital Parties, and each of them, hereby grant an irrevocable Right of First Refusal to Central Bancorp to purchase at the then prevailing market price on the date of exercise, any or all shares of Central Bancorp stock beneficially owned by any of the PL Capital Parties. Such Right of First Refusal shall be exercised in the following manner: the PL Capital Party intending to sell any such shares shall provide Notice (as defined herein) to Central Bancorp of intent to sell together with the quantity of shares to be sold. Central Bancorp shall have two business days to give Notice (as defined herein) to such PL Capital Party of its intent to exercise its Right of First Refusal to acquire such shares. If Central Bancorp gives timely Notice of its intent to exercise such Right of First Refusal with respect to such shares, then it shall have five business days to tender the Exercise Price as defined herein) for such shares to the selling PL Capital Party, and that PL Capital Party shall then convey title to such shares to Central Bancorp or its designee. The Exercise Price shall be the volume-weighted average price as derived from Bloomberg for the five trading days prior to the date on which such PL Capital Party gave Notice. Failure of Central Bancorp to give timely Notice to such selling PL Capital Party will excuse PL Capital from any obligation with respect to those shares so long as that CUSIP No. 152418109 Page 22 of 33 Pages PL Capital Party sells such shares within 30 days of the date on which that PL Capital Party gave its Notice of its intent to sell shares, but will not affect Central Bancorp's Right of First Refusal with respect to any other shares beneficially owned by that or any other PL Capital Party which were not the subject of the PL Capital Party's Notice of its intent to sell shares. 9. Release of the Central Bancorp Parties. Except for the rights and obligations expressly created or reserved by this Agreement, each of the PL Capital Parties hereby releases, acquits and forever discharges each of the Central Bancorp Parties from any and all causes of action, claims, damages, costs and/or attorneys' fees from the beginning of time to the present, known or unknown, that any of the PL Capital Parties ever had, now has or hereafter may acquire against any of the Central Bancorp Parties that were asserted or could have been asserted in the Litigation. 10. Release of the PL Capital Parties. Except for the rights and obligations expressly created or reserved by this Agreement, each of the Central Bancorp Parties hereby releases, acquits and forever discharges each of the PL Capital Parties from any and all causes of action, claims, damages, costs and/or attorneys' fees from the beginning of time to the present, known or unknown, that any of the Central Bancorp Parties ever had, now has or hereafter may acquire against any of the PL Capital Parties that were asserted or could have been asserted in the Litigation. 11. Notice of Dismissal. Immediately upon delivery of the executed Agreement, counsel for the Central Bancorp Parties shall execute a Notice of Voluntary Dismissal With Prejudice, without costs or attorneys' fees, in the form attached as Exhibit A hereto (the "Notice of Dismissal"), and file such Notice of Dismissal in the Massachusetts Superior Court in and for Suffolk County in Civil Action No. 03-3585-BLS. Counsel for the Parties shall execute a Stipulation of Dismissal of Claims With Prejudice, without costs or attorneys' fees, in the form attached as Exhibit B hereto (the "Stipulation of Dismissal"), and file such Stipulation of Dismissal in the United States District Court for the District of Massachusetts in Civil Action No. 03-10179-EFH. Counsel for the Parties shall execute a Stipulation of Waiver of Appeal in the form attached as Exhibit C hereto (the "Stipulation of Waiver of Appeal"), and file such Stipulation of Waiver of Appeal in the Massachusetts Superior Court in and for Suffolk County in Civil Action Nos. 03-0547-BLS, 03-0554-BLS and 03-2287-BLS. Central Bancorp will fax and mail to counsel for PL Capital, Phillip M. Goldberg, file-stamped copies of the Notice of Dismissal, Stipulation of Dismissal and Stipulation of Waiver of Appeal upon filing. 12. Bylaw and Rights Plan. Effective upon the execution of this Agreement, the board of directors of Central Bancorp shall rescind the amendment to the Central Bancorp By-laws adopted July 24, 2003 and shall exempt the PL Capital Parties from Amendment No. 3 to the Central Bancorp Shareholder Rights Agreement adopted July 24, 2003. CUSIP No. 152418109 Page 23 of 33 Pages 13. Other Consideration. In consideration of the Standstill, the Right of First Refusal and other promises and undertakings herein by PL Capital, Central Bancorp shall pay to PL Capital $400,000 in immediately available funds upon the execution of this Agreement. 14. Authority. Each of the Parties which is a corporation or other legal entity and each individual Party executing this Agreement on behalf of a corporation or other legal entity, represents and warrants that: (a) such corporation or other legal entity is duly organized, validly authorized and in good standing, and possesses full power and authority to enter into and perform the terms of this Agreement; (b) the execution and delivery, and performance of the terms of this Agreement have been duly and validly authorized by all requisite acts and consents of the company or other legal entity and do not contravene the terms of any other obligation to which the corporation or other legal entity is subject; and (c) this Agreement constitutes a legal, binding and valid obligation of each such entity, enforceable in accordance with its terms. 15. Amendment in Writing. This Agreement and each of its terms may only be amended, waived, supplemented or modified in a writing signed by the signatories hereto or their respective clients. 16. Governing Law/Venue/Jurisdiction. This Agreement, and the rights and liabilities of the Parties hereto, shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to conflict of law provisions. The venue and jurisdiction for adjudication of any and all disputes between the Parties to this Agreement shall be in the Business Litigation Session of the Massachusetts Superior Court in and for Suffolk County, or in the ordinary session of that Court if the Business Litigation Session is discontinued. 17. Counterparts. This Agreement may be executed in counterparts, each of which shall be considered to be an original or true copy of this Agreement. Faxed signatures shall be presumed valid. 18. Nonwaiver. The failure of any one of the Parties to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver thereof or deprive the Parties of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. CUSIP No. 152418109 Page 24 of 33 Pages 19. Non-Assignment. The Parties represent and warrant that they are the sole owners of the claims released by Paragraphs 9 and 10 hereof, respectively, that they are relinquishing such claims by executing this Agreement, and that no other person or entity has any interest in those claims. 20. Documents Exchanged in Connection With the Litigation. Copies of documents exchanged in the Litigation which were generated by one party but which are in the possession of another party may be retained but used only in relation to Central Bancorp and not for any other subject matter. 21. Disclosure of this Agreement. The parties contemplate that PL Capital will file a Schedule 13D amendment attaching this Agreement, that Central Bancorp will file a Form 8-K attaching this Agreement and that there will be no other public comments (except as required by applicable SEC regulations) by the Parties regarding this Agreement other than a press release by Central Bancorp stating in substance that the matter was settled, factually summarizing this Agreement and referring to the Form 8-K filing. 22. Entire Agreement. This Agreement constitutes the full, complete and entire understanding, agreement and arrangement of and between the Parties with respect to the subject matter hereof and supersedes any and all prior oral and written understandings, agreements and arrangements between them. There are no other agreements, covenants, promises or arrangements between the Parties other than those set forth in this Agreement (including the attachments hereto). 23. Notice. All notices and other communications which are required or permitted hereunder shall be in writing, and sufficient if by same-day hand delivery (including delivery by courier) or sent by fax, addressed as follows: If to the Central Bancorp Parties: John D. Doherty, President Central Bancorp, Inc. 399 Highland Avenue Somerville, Massachusetts 02144 Fax: (617) 629-4247 With a copy to: Thomas J. Dougherty Skadden, Arps, Slate, Meagher & Flom LLP One Beacon Street Boston, Massachusetts 02108 Fax: (617) 573-4822 CUSIP No. 152418109 Page 25 of 33 Pages If to the PL Capital Parties: John W. Palmer PL Capital, LLC 20 East Jefferson Avenue Suite 22 Naperville, Illinois 60540 Fax: (630) 848-1342 With a copy to: Phillip M. Goldberg Foley & Lardner 321 North Clark Street Suite 2100 Chicago, Illinois 60610 Fax: (312) 832-4700 CUSIP No. 152418109 Page 26 of 33 Pages IN WITNESS WHEREOF, the Parties hereto have each executed this Agreement on the date set forth below. DATED: August __, 2003 For: PL CAPITAL, LLC For: CENTRAL BANCORP, INC. FINANCIAL EDGE FUND, L.P. FINANCIAL-EDGE STRATEGIC FUND, L.P. GOODBODY/PL CAPITAL, L.P. GOODBODY/PL CAPITAL, LLC ------------------------------ By: John D. Doherty, President --------------------------------- By: Richard Lashley, Managing Member For: CENTRAL COOPERATIVE BANK --------------------------------- ------------------------------- By: John W. Palmer, Managing Member By: John D. Doherty, President For: RICHARD LASHLEY For: THE ESTATE OF GARRETT GOODBODY --------------------------------- ------------------------------- Richard Lashley Name: ------------------------------- Title:------------------------------- For: JOHN W. PALMER For: NANCY D. NERI --------------------------------- ------------------------------- John W. Palmer Nancy D. Neri For: RICHARD J. FATES For: GREGORY W. BOULOS --------------------------------- ------------------------------- Richard J. Fates Gregory W. Boulos CUSIP No. 152418109 Page 27 of 33 Pages For: PAUL E. BULMAN For: MARAT E. SANTINI --------------------------------- ------------------------------- Paul E. Bulman Marat E. Santini For: JOHN D. DOHERTY For: JOHN F. GILGUN, JR. --------------------------------- ------------------------------- John D. Doherty John F. Gilgun, Jr. For: JOSEPH R. DOHERTY For: THE JOSEPH R. DOHERTY FAMILY LIMITED PARTNERSHIP, L.P. --------------------------------- Joseph R. Doherty ------------------------------- By: Joseph R. Doherty, General Partner For: TERENCE D. KENNEY For: THE CENTRAL COOPERATIVE BANK EMPLOYEE STOCK OWNERSHIP --------------------------------- PLAN TRUST Terence D. Kenney ------------------------------- By: Gregory W. Boulos, Trustee For: JAMES F. LINNEHAN ------------------------------- --------------------------------- By: Terence D. Kenney, Trustee James F. Linnehan CUSIP No. 152418109 Page 28 of 33 Pages EXHIBIT A (to Agreement) COMMONWEALTH OF MASSACHUSETTS SUFFOLK, SS. SUPERIOR COURT BUSINESS LITIGATION SESSION - ----------------------------------------------------------x CENTRAL BANCORP, INC., NANCY D. NERI, : GREGORY W. BOULOS, PAUL E. BULMAN and JAMES F. LINNEHAN, : Plaintiffs, : Civil Action No. 03-3585-BLS v. : Judge van Gestel PL CAPITAL, LLC and RICHARD LASHLEY, : Defendants. : - ----------------------------------------------------------x NOTICE OF VOLUNTARY DISMISSAL WITH PREJUDICE -------------------------------------------- Pursuant to Rule 41(a)(1)(i) of the Massachusetts Rules of Civil Procedure, plaintiffs Central Bancorp, Inc., Nancy D. Neri, Gregory W. Boulos, Paul E. Bulman and James F. Linenehan ("Plaintiffs") hereby give notice that this action is dismissed with prejudice as against defendants PL Capital, LLC and Richard Lashley ("Defendants"), and with Plaintiffs and Defendants to bear their respective costs and attorneys' fees. Plaintiffs state that Defendants have not served an answer or motion for summary judgment in this action. CUSIP No. 152418109 Page 29 of 33 Pages DATED: August __, 2003 Boston, Massachusetts Respectfully submitted, ------------------------------------------ Thomas J. Dougherty (BBO #132300) Kurt Wm. Hemr (BBO #638742) Wystan M. Ackerman (BBO #651086) SKADDEN, ARPS, SLATE, MEAGHER & FLOM, LLP One Beacon Street Boston, Massachusetts 02108 (617) 573-4800 Counsel for Plaintiffs Central Bancorp, Inc., Nancy D. Neri, Gregory W. Boulos, Paul E. Bulman and James F. Linnehan Certificate of Service ---------------------- I, WYSTAN M. ACKERMAN, hereby certify that, on August __, 2003, I caused a true copy of the foregoing Notice of Voluntary Dismissal With Prejudice to be served as indicated on the attached service list. DATED: August __, 2003 ------------------------------------------ Wystan M. Ackerman CUSIP No. 152418109 Page 30 of 33 Pages EXHIBIT B (to Agreement) UNITED STATES DISTRICT COURT DISTRICT OF MASSACHUSETTS - -----------------------------------------------------------x CENTRAL BANCORP, INC., NANCY D. NERI, : GREGORY W. BOULOS, PAUL E. BULMAN, JOHN D. DOHERTY, JOSEPH R. DOHERTY : and TERENCE D. KENNEY, : Plaintiffs, : Civil Action v. No. 03-10179-EFH : PL CAPITAL, LLC, RICHARD LASHLEY, LAWRENCE B. SEIDMAN, GARRETT GOODBODY, : RICHARD J. FATES, et al., : Defendants. - -----------------------------------------------------------x STIPULATION OF DISMISSAL WITH PREJUDICE --------------------------------------- Pursuant to Rule 41(a)(1)(ii) of the Federal Rules of Civil Procedure, it is hereby stipulated and agreed by and between plaintiffs Central Bancorp, Inc., Nancy D. Neri, Gregory W. Boulos, Paul E. Bulman, John D. Doherty, Joseph R. Doherty and Terence D. Kenney; defendants PL Capital, LLC, Richard Lashley, Lawrence B. Seidman, Garrett Goodbody, Richard J. Fates, Financial Edge Fund, L.P., Financial-Edge Strategic Fund, L.P., Goodbody/PL Capital, L.P., Goodbody/PL Capital, LLC, John W. Palmer, Seidman and Associates, L.L.C., Seidman Investment Partnership, L.P., Seidman Investment Partnership II, L.P., Federal Holdings L.L.C., Pollack Investment Partnership, L.P., Kerrimatt, L.P., Dennis Pollack and Robert Williamson; and third-party defendants Central Cooperative Bank CUSIP No. 152418109 Page 31 of 33 Pages Employee Stock Ownership Plan Trust and Joseph R. Doherty Family Limited Partnership, L.P. that this action and all claims, counterclaims and third-party claims are dismissed with prejudice, with each party to bear their own costs and attorneys' fees. DATED: August __, 2003 Boston, Massachusetts Respectfully submitted,
- ---------------------------------------- ------------------------------------ Thomas J. Dougherty (BBO #132300) Victor H. Polk, Jr. (BBO #546009) James R. Carroll (BBO #554426) Ian A. McKenny (BBO #643799) Wystan M. Ackerman (BBO #651086) BINGHAM MCCUTCHEN LLP SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 150 Federal Street One Beacon Street Boston, Massachusetts 02110 Boston, Massachusetts 02108 (617) 951-8000 (617) 573-4800 Counsel for Defendants PL Capital, LLC, Counsel for Plaintiffs Central Bancorp, Inc., Richard Lashley, Garrett Goodbody, Nancy D. Neri, Gregory W. Boulos and Richard J. Fates, Financial Edge Fund, L.P., Paul E. Bulman and Third-Party Defendant Financial-Edge Strategic Fund, L.P., Goodbody/PL Central Cooperative Bank Employee Stock Capital, L.P.,Goodbody/PL Capital, LLC and Ownership Plan Trust John W. Palmer - ---------------------------------------- ------------------------------------ Jeffrey B. Rudman (BBO #433380) Allen C.B. Horsley (BBO #240440) Andrea J. Robinson (BBO #556337) LEBOEUF, LAMB, GREENE & MACRAE, L.L.P. Jonathan A. Shapiro (BBO #567838) 260 Franklin Street HALE AND DORR LLP Boston, Massachusetts 02110 60 State Street (617) 439-9500 Boston, Massachusetts 02108 (617) 526-6000 Counsel for Defendants Lawrence B. Seidman, Seidman and Associates, L.L.C., Counsel for Plaintiffs John D. Doherty, Seidman Investment Partnership, L.P., Joseph R. Doherty and Terence D. Kenney Seidman Investment Partnership II, L.P., and Third-Party Defendant Joseph R. Doherty Federal Holdings L.L.C., Pollack Investment Family Limited Partnership, L.P. Partnership, L.P., Kerrimatt, L.P., Dennis Pollack and Robert Williamson
CUSIP No. 152418109 Page 32 of 33 Pages EXHIBIT C (to Agreement) COMMONWEALTH OF MASSACHUSETTS SUFFOLK, ss. SUPERIOR COURT BUSINESS LITIGATION SESSION - ------------------------------------------------------x LAWRENCE B. SEIDMAN, et al., : Plaintiffs, : Civil Action v. : No. 03-0547-BLS Judge van Gestel CENTRAL BANCORP, INC., et al., : Defendants. : - ------------------------------------------------------x PL CAPITAL, LLC, et al., : Plaintiffs, : Civil Action v. : No. 03-0547-BLS Judge van Gestel CENTRAL BANCORP, INC., et al., : Defendants. : - ------------------------------------------------------x CENTRAL BANCORP, INC., et al., : Plaintiffs, : Civil Action v. : No. 03-0547-BLS Judge van Gestel PL CAPITAL, LLC., et al., : Defendants. : - ------------------------------------------------------x STIPULATION OF WAIVER OF APPEAL ------------------------------- Pursuant to Rules 3 and 4 of the Massachusetts Rules of Appellate Procedure, it is hereby stipulated and agreed by and between all parties to the above-captioned actions that no CUSIP No. 152418109 Page 33 of 33 Pages party shall appeal the judgment of this Court entered on July 3, 2003, and that all parties absolutely and irrevocably waive any right to appeal that judgment. All parties shall bear their respective costs and attorneys' fees. DATED: August __, 2003 Boston, Massachusetts Respectfully submitted,
- ---------------------------------------- ------------------------------------ Thomas J. Dougherty (BBO #132300) Victor H. Polk, Jr. (BBO #546009) James R. Carroll (BBO #554426) Ian A. McKenny (BBO #643799) Wystan M. Ackerman (BBO #651086) BINGHAM MCCUTCHEN LLP SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 150 Federal Street One Beacon Street Boston, Massachusetts 02110 Boston, Massachusetts 02108 (617) 951-8000 (617) 573-4800 Counsel for PL Capital, LLC, Richard Lashley, Counsel for Central Bancorp., Inc., John W. Palmer, Garrett Goodbody, Nancy D. Neri, Gregory W. Boulos, Richard J. Fates, Financial Edge Fund, L.P., Paul E. Bulman and John G. Quinn Financial-Edge Strategic Fund, L.P., Goodbody/PL Capital, L.P. and Goodbody/PL Capital, LLC ------------------------------------ - ---------------------------------------- Allen C.B. Horsley (BBO #240440) Jeffrey B. Rudman (BBO #433380) LEBOEUF, LAMB, GREENE & MACRAE, L.L.P. Andrea J. Robinson (BBO #556337) 260 Franklin Street Jonathan A. Shapiro (BBO #567838) Boston, Massachusetts 02110 HALE AND DORR LLP (617) 439-9500 60 State Street Boston, Massachusetts 02108 Counsel for Lawrence B. Seidman, (617) 526-6000 Seidman and Associates, L.L.C., Seidman Investment Partnership, L.P., Counsel for John D. Doherty, Seidman Investment Partnership II, L.P., Joseph R. Doherty and Terence D. Kenney Federal Holdings L.L.C., Pollack Investment Partnership, L.P., Kerrimatt, L.P., Dennis Pollack and Robert Williamson
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