-----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, CVoscsMcBHK+ksP3YXrWe8qVdcmpeCMC/ikNF0fI5TfELbDY6htF6phtMgFaoEOj H+lQHWq+tQacJwcGBfVAtg== 0000901309-03-000171.txt : 20030515 0000901309-03-000171.hdr.sgml : 20030515 20030515162627 ACCESSION NUMBER: 0000901309-03-000171 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030515 GROUP MEMBERS: ANTON VILLARS SCHUTZ GROUP MEMBERS: MENDON CAPITAL ADVISORS CORP. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MENDON CAPITAL ADVISORS CORP CENTRAL INDEX KEY: 0001177043 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1117 CHEESE FACTORY ROAD CITY: HONEYOE FALLS STATE: NY ZIP: 14472 BUSINESS PHONE: 5852631307 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55695 FILM NUMBER: 03704986 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 SC 13G/A 1 sched13g_may15.htm Schedule 13G/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G
(Amendment No.  1)

INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934

CENTRAL BANCORP, INC.
(NAME OF ISSUER)

COMMON STOCK $1.00 PAR VALUE
(TITLE OF CLASS OF SECURITIES)

152418 10 9
(CUSIP NUMBER)

May 13, 2003

(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)

  Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
  [  ] Rule 13d-1 (b)
[x] Rule 13d-1(c)
[  ] Rule 13d-1 (d)






















CUSIP NO. 152418 10 9 13G Page 2 of  7 pages


1.
 NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY):

Mendon Capital Advisors Corp.
IRS Id. # 13-3894706

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [   ]
(b) [X]

3.
 SEC USE ONLY

4.
 CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware

  NUMBER OF SHARES                                    5.   SOLE VOTING POWER: 113,100
BENEFICIALLY OWNED                                6.   SHARED VOTING POWER:
BY EACH REPORTING PERSON                   7.  SOLE DISPOSITIVE POWER: 113,100
WITH                                                                  8.  SHARED DISPOSITIVE POWER:

9.
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 113,100

10.
 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
[    ]

11.
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
6.8%

12.
 TYPE OF REPORTING PERSON:
IA


























CUSIP NO. 152418 10 9 13G Page 3 of  7 pages


1.
 NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY):
Anton V. Schutz


2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [   ]
(b) [X]

3.
 SEC USE ONLY

4.
 CITIZENSHIP OR PLACE OF ORGANIZATION:
U.S.

  NUMBER OF SHARES                                    5.   SOLE VOTING POWER: 113,100
BENEFICIALLY OWNED                                6.   SHARED VOTING POWER:
BY EACH REPORTING PERSON                   7.  SOLE DISPOSITIVE POWER: 113,100
WITH                                                                  8.  SHARED DISPOSITIVE POWER:

9.
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 113,100

10.
 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
[    ]

11.
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
6.8%

12.
 TYPE OF REPORTING PERSON:
IN


























CUSIP NO. 152418 10 9 13G Page 4 of  7 pages


  CENTRAL BANCORP, INC.
(Name of Corporation)

ITEM 1(a)
 NAME OF ISSUER:
Central Bancorp, Inc.

ITEM 1(b)
 ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
399 Highland Avenue, Somerville, MA 02144-2516

ITEM 2(a)
 NAME OF PERSON FILING:
Mendon Capital Advisors Corp.
Anton V. Schutz

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [   ]
(b) [X]


ITEM 2(c)
 CITIZENSHIP
Mendon Capital Advisors Corp. Delaware
Anton V. Schutz U.S.A.

ITEM 2(d)
 TITLE OF CLASS OF SECURITIES:

Common Stock $1.00 par value

ITEM 2(e)
 CUSIP NUMBER:

152418 10 9

ITEM (3)
 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1 (b), OR 13d-2 (b) OR (c),


























CUSIP NO. 152418 10 9 13G Page 5 of  7 pages


  CHECK WHETHER THE PERSON FILING IS A:

  (a)

(b)
(c)
(d)

(e)
(f)

(g)

(h)

(i)

(j)
 [  ]

[   ]
[   ]
[   ]

[X]
[   ]

[   ]

[   ]

[   ]

[X]
Broker or dealer registered under Section 15 of the Securities Exchange Act of 1934 (the "Act")
Bank as defined in Section 3 (a) (6) of the Act
Insurance company as defined in Section 3 (a) (19) of the Exchange Act
Investment company registered under Section 8 of the Investment Company Act.
An investment adviser in accordance with Rule 13d-1 (b) (1) (ii) (E);
An employee benefit plan or endowment fund in accordance with Rule13d-1 (b) (1) (ii) (F);
A parent holding company or control person in accordance with Rule 13d-1 (b) (1) (ii) (G);
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
Group, in accordance with Rule 13d-1 (b) (1) (ii) (J).

ITEM 4
 OWNERSHIP

(a) AMOUNT BENEFICIALLY OWNED:
113,100 Common Stock $1.00 par value

(b) PERCENT OF CLASS
6.8%

(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:

  (i) SOLE POWER TO VOTE OR DIRECT THE VOTE:
Mendon Capital Advisors Corp. has the sole power to vote the 113,100 shares, of Common Stock $1.00 par value, of Central Bancorp, Inc. Mr. Schutz is the President and sole shareholder of Mendon Capital Advisors Corp.

(ii) SHARED POWER TO VOTE OR DIRECT THE VOTE:

(iii) SOLE POWER TO DISPOSE OR DIRECT THE DISPOSITION OF:
Mendon Capital Advisors Corp. has the sole power to dispose of or direct the disposition of the 113,100 shares of Common Stock $1.00 par value, of Central Bancorp, Inc. Mr. Schutz is the President and sole shareholder of Mendon Capital Advisors Corp.

(iv) SHARED POWER TO DISPOSE OR DIRECT THE DIPOSITION OF:

ITEM 5.
 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.

ITEM 6.
 OWNERSHIP OF FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Mendon Capital Advisors Corp. and its sole shareholder and President Anton V. Schutz have the rights to acquire, vote and dispose of the 113,100 shares of common stock, par value $1.00 of Central Bancorp, Inc. solely as the investment advisor to Burnham Financial Services Fund.







CUSIP NO. 152418 10 9 13G Page 6 of  7 pages


ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.

ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Mendon Capital Advisors Corp. and its sole shareholder and President Anton V. Schutz have the rights to acquire, vote and dispose of the 113,100 shares of common stock, par value $1.00 of Central Bancorp, Inc. solely as the investment advisors to Burnham Financial Services Fund. See also Exhibit 99.1.

ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.

ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect




































CUSIP NO. 152418 10 9 13G Page 7 of  7 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.


Dated: May 15, 2003   Mendon Capital Advisors Corp.


By:  /s/Anton V. Schutz
     Anton V. Schutz
      President


Dated: May 15, 2003            /s/Anton V. Schutz
       Anton V. Schutz
-----END PRIVACY-ENHANCED MESSAGE-----