-----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, W0mjTZw5Cp/HnQFC5ZfRnF26Onbg5VIRWUQhLT06JWc1MUbiR3hFDKHxj1t8ihJD ru2DzYRm+Oo3cqObRXZ63g== 0000897069-02-000444.txt : 20020612 0000897069-02-000444.hdr.sgml : 20020612 20020612111245 ACCESSION NUMBER: 0000897069-02-000444 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020612 GROUP MEMBERS: FINANCIAL EDGE -- STRATEGIC FUND, L.P. GROUP MEMBERS: GARRETT GOODBODY GROUP MEMBERS: GOODBODY/PL CAPITAL, L.P. GROUP MEMBERS: GOODBODY/PL CAPITAL, LLC GROUP MEMBERS: JOHN WM. PALMER GROUP MEMBERS: PL CAPITAL, LLC GROUP MEMBERS: RICHARD FATES GROUP MEMBERS: RICHARD J. LASHLEY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL BANCORP INC /MA/ CENTRAL INDEX KEY: 0001076394 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 043447594 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55695 FILM NUMBER: 02676996 BUSINESS ADDRESS: STREET 1: 399 HIGHLAND AVENUE CITY: SOMERVILLE STATE: MA ZIP: 02144 BUSINESS PHONE: 6176284000 MAIL ADDRESS: STREET 1: 399 HIGHLAND AVENUE CITY: SOMERVILLE STATE: MA ZIP: 02144 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FINANCIAL EDGE FUND L P CENTRAL INDEX KEY: 0001008845 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2015 SPRING ROAD STREET 2: SUITE 290 CITY: OAK BROOK STATE: IL ZIP: 60523 BUSINESS PHONE: 3126633458 MAIL ADDRESS: STREET 1: 440 S LASALLE ST STREET 2: ONE FINANCIAL PL SUITE 1021 CITY: CHICAGO STATE: IL ZIP: 60605 SC 13D/A 1 slp301.txt SCHEDULE 13D AMENDMENT NO. 6 CUSIP No. 152418109 Page 1 of 31 Pages SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20552 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6) CENTRAL BANCORP, INC. (Name of Issuer) Common Stock, par value $1.00 per share (Title of Class of Securities) 152418109 (CUSIP Number) Mr. Phillip Goldberg Foley & Lardner One IBM Plaza Suite 3300 330 North Wabash Avenue Chicago, IL 60611-3608 (312) 755-1900 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 6, 2002 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. CUSIP No. 152418109 Page 2 of 31 Pages ========== ===================================================================== 1 NAME OF REPORTING PERSON Financial Edge Fund, L.P. - ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) [ ] - ---------- --------------------------------------------------------------------- 3 SEC USE ONLY - ---------- --------------------------------------------------------------------- 4 SOURCE OF FUNDS WC, OO - ---------- --------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ---------- --------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------------------------- --------- ------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY --------- ------------------------------------------ OWNED BY 8 SHARED VOTING POWER EACH 113,900 REPORTING --------- ------------------------------------------ PERSON 9 SOLE DISPOSITIVE POWER WITH 0 --------- ------------------------------------------ 10 SHARED DISPOSITIVE POWER 113,900 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 113,900 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.9% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN ================================================================================ CUSIP No. 152418109 Page 3 of 31 Pages ========== ===================================================================== 1 NAME OF REPORTING PERSON Financial Edge--Strategic Fund, L.P. - ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) [ ] - ---------- --------------------------------------------------------------------- 3 SEC USE ONLY - ---------- --------------------------------------------------------------------- 4 SOURCE OF FUNDS WC, OO - ---------- --------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ---------- --------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------------------------- --------- ------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY --------- ------------------------------------------ OWNED BY 8 SHARED VOTING POWER EACH 23,200 REPORTING --------- ------------------------------------------ PERSON 9 SOLE DISPOSITIVE POWER WITH 0 --------- ------------------------------------------ 10 SHARED DISPOSITIVE POWER 23,200 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,200 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.4% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN ================================================================================ CUSIP No. 152418109 Page 4 of 31 Pages ========== ===================================================================== 1 NAME OF REPORTING PERSON Goodbody/PL Capital, L.P. - ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) [ ] - ---------- --------------------------------------------------------------------- 3 SEC USE ONLY - ---------- --------------------------------------------------------------------- 4 SOURCE OF FUNDS WC, OO - ---------- --------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ---------- --------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------------------------- --------- ------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY --------- ------------------------------------------ OWNED BY 8 SHARED VOTING POWER EACH 12,168 REPORTING --------- ------------------------------------------ PERSON 9 SOLE DISPOSITIVE POWER WITH 0 --------- ------------------------------------------ 10 SHARED DISPOSITIVE POWER 12,168 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,168 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.7% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN ================================================================================ CUSIP No. 152418109 Page 5 of 31 Pages ========== ===================================================================== 1 NAME OF REPORTING PERSON PL Capital, LLC - ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) [ ] - ---------- --------------------------------------------------------------------- 3 SEC USE ONLY - ---------- --------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - ---------- --------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ---------- --------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------------------------- --------- ------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY --------- ------------------------------------------ OWNED BY 8 SHARED VOTING POWER EACH 137,100 REPORTING --------- ------------------------------------------ PERSON 9 SOLE DISPOSITIVE POWER WITH 0 --------- ------------------------------------------ 10 SHARED DISPOSITIVE POWER 137,100 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 137,100 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.3% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN ================================================================================ CUSIP No. 152418109 Page 6 of 31 Pages ========== ===================================================================== 1 NAME OF REPORTING PERSON Goodbody/PL Capital, LLC - ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) [ ] - ---------- --------------------------------------------------------------------- 3 SEC USE ONLY - ---------- --------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - ---------- --------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ---------- --------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------------------------- --------- ------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY --------- ------------------------------------------ OWNED BY 8 SHARED VOTING POWER EACH 12,168 REPORTING --------- ------------------------------------------ PERSON 9 SOLE DISPOSITIVE POWER WITH 0 --------- ------------------------------------------ 10 SHARED DISPOSITIVE POWER 12,168 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,168 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.7% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN ================================================================================ CUSIP No. 152418109 Page 7 of 31 Pages ========== ===================================================================== 1 NAME OF REPORTING PERSON John Wm. Palmer - ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) [ ] - ---------- --------------------------------------------------------------------- 3 SEC USE ONLY - ---------- --------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - ---------- --------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ---------- --------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - --------------------------- --------- ------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY --------- ------------------------------------------ OWNED BY 8 SHARED VOTING POWER EACH 149,268 REPORTING --------- ------------------------------------------ PERSON 9 SOLE DISPOSITIVE POWER WITH 0 --------- ------------------------------------------ 10 SHARED DISPOSITIVE POWER 149,268 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 149,268 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.1% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ================================================================================ CUSIP No. 152418109 Page 8 of 31 Pages ========== ===================================================================== 1 NAME OF REPORTING PERSON Richard J. Lashley - ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) [ ] - ---------- --------------------------------------------------------------------- 3 SEC USE ONLY - ---------- --------------------------------------------------------------------- 4 SOURCE OF FUNDS AF, PF - ---------- --------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ---------- --------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - --------------------------- --------- ------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES 600 BENEFICIALLY --------- ------------------------------------------ OWNED BY 8 SHARED VOTING POWER EACH 149,268 REPORTING --------- ------------------------------------------ PERSON 9 SOLE DISPOSITIVE POWER WITH 600 --------- ------------------------------------------ 10 SHARED DISPOSITIVE POWER 149,268 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 149,868 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.1% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ================================================================================ CUSIP No. 152418109 Page 9 of 31 Pages ========== ===================================================================== 1 NAME OF REPORTING PERSON Garrett Goodbody - ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) [ ] - ---------- --------------------------------------------------------------------- 3 SEC USE ONLY - ---------- --------------------------------------------------------------------- 4 SOURCE OF FUNDS PF - ---------- --------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ---------- --------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - --------------------------- --------- ------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES 5,000 BENEFICIALLY --------- ------------------------------------------ OWNED BY 8 SHARED VOTING POWER EACH 12,168 REPORTING --------- ------------------------------------------ PERSON 9 SOLE DISPOSITIVE POWER WITH 5,000 --------- ------------------------------------------ 10 SHARED DISPOSITIVE POWER 12,168 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,168 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.0% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ================================================================================ CUSIP No. 152418109 Page 10 of 31 Pages ========== ===================================================================== 1 NAME OF REPORTING PERSON Richard Fates - ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) [ ] - ---------- --------------------------------------------------------------------- 3 SEC USE ONLY - ---------- --------------------------------------------------------------------- 4 SOURCE OF FUNDS PF - ---------- --------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - ---------- --------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - --------------------------- --------- ------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES 500 BENEFICIALLY --------- ------------------------------------------ OWNED BY 8 SHARED VOTING POWER EACH REPORTING --------- ------------------------------------------ PERSON 9 SOLE DISPOSITIVE POWER WITH 500 --------- ------------------------------------------ 10 SHARED DISPOSITIVE POWER - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 500 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |X| - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) <0.1% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ================================================================================ CUSIP No. 152418109 Page 11 of 31 Pages Item 1. Security and Issuer This Schedule 13D is being filed jointly by Financial Edge Fund, L.P., a Delaware limited partnership ("Financial Edge Fund"); Financial Edge-Strategic Fund, L.P., a Delaware limited partnership ("Financial Edge Strategic"); PL Capital, LLC, a Delaware limited liability company and General Partner of Financial Edge Fund and Financial Edge Strategic ("PL Capital"); Goodbody/PL Capital, L.P., a Delaware limited partnership ("Goodbody/PL LP"); Goodbody/PL Capital, LLC, a Delaware limited liability company and General Partner of Goodbody/PL LP ("Goodbody/PL LLC"); John W. Palmer and Richard J. Lashley, Managing Members of PL Capital and Goodbody/PL LLC; Garrett Goodbody, Managing Member of Goodbody/PL LLC; and Richard Fates. All of the filers of this Schedule 13D are collectively the "Group." This Schedule 13D relates to the common stock ("Common Stock") of Central Bancorp, Inc. (the "Company" or "Central Bancorp"). The address of the principal executive offices of the Company is 399 Highland Avenue, Somerville, MA 02144. The joint filing agreement of the members of the Group is attached as Exhibit 1. Item 2. Identity and Background (a)-(c) This statement is filed by Mr. John Palmer, Mr. Richard Lashley, Mr. Garrett Goodbody and Mr. Richard Fates, with respect to the shares of Common Stock beneficially owned by them, as follows: (1) shares of Common Stock held in the name of Financial Edge Fund and Financial Edge Strategic, in Mr. Palmer's and Mr. Lashley's capacity as Managing Members of PL Capital, the General Partner of Financial Edge Fund and Financial Edge Strategic; (2) shares of Common Stock held in the name of Goodbody/PL LP, in Mr. Palmer's, Mr. Lashley's and Mr. Goodbody's capacity as Managing Members of Goodbody/PL LLC, the General Partner of Goodbody/PL LP; and (3) shares of Common Stock held by Mr. Lashley, Mr. Goodbody and Mr. Fates, as individuals. The business address of Financial Edge Fund, Financial Edge Strategic, PL Capital, Goodbody/PL LP, Goodbody/PL LLC, Mr. Palmer, Mr. Lashley and Mr. Goodbody is: c/o PL Capital, 20 East Jefferson Avenue, Suite 22, Naperville, Illinois 60540. The principal employment of Messrs. Palmer, Lashley and Goodbody is investment management. The business address of Mr. Fates is 95 Rock Maple Avenue, So. Hamilton Avenue, Massachusetts 01982. The principal employment of Mr. Fates is financial planning. He was formerly the Regional President, Fleet/Bank Boston, Central Massachusetts Region. (d) During the past five years, no member of the Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). CUSIP No. 152418109 Page 12 of 31 Pages (e) During the past five years, no member of the Group has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. (f) All of the individuals who are members of the Group are citizens of the United States. Item 3. Source and Amount of Funds or Other Consideration In aggregate, the Group owns 155,368 shares, equal to 9.4% of the Common Stock of the Company. The amount of funds expended by Financial Edge Fund to acquire the 113,900 shares of Common Stock it holds in its name is $2,550,647. Such funds were provided in part from Financial Edge Fund's available capital and, from time to time, in part by margin account loans from subsidiaries of The Bear Stearns Companies, Inc. ("Bear Stearns"), extended in the ordinary course of business. As of the date of this filing there are no margin loans outstanding against the Common Stock holding. The amount of funds expended by Financial Edge Strategic to acquire the 23,200 shares of Common Stock it holds in its name is $504,196. Such funds were provided in part from Financial Edge Strategic's available capital and, from time to time, in part by margin account loans from subsidiaries of Credit Suisse First Boston ("CSFB") and Bear Stearns"), extended in the ordinary course of business. As of the date of this filing there are no margin loans outstanding against the Common Stock holding. The amount of funds expended by Goodbody/PL LP to acquire the 12,168 shares of Common Stock it holds in its name is $254,324. Such funds were provided in part from Goodbody/PL LP's available capital and, from time to time, in part by margin account loans from subsidiaries of Bear Stearns, extended in the ordinary course of business. As of the date of this filing there are no margin loans outstanding against the Common Stock holding. The amount of funds expended by Mr. Lashley to acquire the 600 shares of Common Stock he holds in his name is $15,250. Such funds were provided from Mr. Lashley's personal funds. The amount of funds expended by Mr. Goodbody to acquire the 5000 shares of Common Stock he holds in his name is $143,620. Such funds were provided from Mr. Goodbody's personal funds. The amount of funds expended by Mr. Fates to acquire the 500 shares of Common Stock he holds in his name is $12,947. Such funds were provided from Mr. Fates' personal funds. All purchases or sales of Common Stock made by members of the Group using funds borrowed from Bear Stearns or CSFB, if any, were made in margin transactions on those CUSIP No. 152418109 Page 13 of 31 Pages firms' usual terms and conditions. All or part of the shares of Common Stock owned by members of the Group may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities to members of the Group. Such loans generally bear interest at a rate based upon the broker's call rate from time to time in effect. Such indebtedness, if any, may be refinanced with other banks or broker-dealers. Item 4. Purpose of Transaction The purpose of the acquisition of the shares of Common Stock by members of the Group is to profit from appreciation in the market price of the Common Stock through the assertion of shareholder rights and influencing the policies of the Company. Members of the Group believe the Company's stock is undervalued, relative to its underlying franchise value, due in part to the Company's: (1) small market capitalization and illiquid stock; (2) infrequent use of stock buybacks; (3) high efficiency ratio; and (4) below average return on equity. The Group is concerned that Central Bancorp's stock price will remain permanently undervalued, relative to its franchise value, even if the factors noted above are addressed, because the Group believes the Company faces diminished prospects as a small thrift operating in a highly competitive market area. Despite the Group's concerns about Central Bancorp's long term prospects as an independent company, the Group believes the Company is located in a highly desirable market area (metropolitan Boston) that is populated with larger and more profitable financial services organizations, some of which may be interested in acquiring the Company. Therefore, the Group believes that the optimal way to maximize the value of the Company's franchise, and dramatically increase shareholder value, is for the Board of Directors of Central Bancorp to investigate the sale of the Company to a larger financial services organization. The Group notes that there has been a recent increase in merger activity in the Boston metropolitan area. For example, on February 27, 2002, Banknorth Group, a regional bank with operations in the Boston area, announced the acquisition of Ipswich Bancshares, a $320 million asset thrift based in Boston, for approximately 260% of book value, 15x earnings and 11% premium to deposits (as reported in SNL Bank Daily dated February 28, 2002). Based upon that, and other recent merger transaction multiples, and PL Capital's understanding of the market area and the Company, it is the Group's opinion that the Company could garner a takeover premium that would be attractive to shareholders and which would exceed any realistically attainable value that the Company might produce by remaining independent. On July 25, 2001, the Company announced that it earned $.32 per share for the quarter ended June 30, 2001, a significant decrease from results for the same quarter last year. The Group calculates that the Company's results announced in July equate to a 5.5% return on equity and a return on assets of 0.5%. The Company's results announced in July were significantly below what the Group feels are satisfactory for a company with the deposit base and market area that the Company has. On July 26, 2001, the CEO of the Company, John Doherty, agreed to meet with the principals of the PL Capital Group, at a mutually agreeable date in the near future. Members CUSIP No. 152418109 Page 14 of 31 Pages of the Group look forward to meeting with Mr. Doherty and the Company's Board. As of the filing date of this Schedule 13D, Mr. Doherty and the Board of the Company have refused to meet with members of the Group. On July 31, 2001, the Group sent a letter to Mr. Doherty, a copy of which is attached as Exhibit 2. The Group's letter responded to a press release issued by the Company on July 26, 2001 and to public statements made by members of the Company to various news services. The letter discussed the Group's concern about what it believes to be various false and misleading statements contained in the Company's press release and called upon the Company to retract the Press Release, among other things. The Group's letter also called upon the Board members who currently serve as Trustees of the Company's ESOP to resign, in light of the assertions made in the Company's July 26th press release. On October 19, 2001, the Company announced that it earned $.34 per share for the quarter ended September 30, 2001, a 33% decrease from results for the same quarter last year. The Group calculates that the Company's recent results equate to a 5.8% return on equity and return on assets of 0.52%. The Company's results announced in October are significantly below what the Group feels are satisfactory for a company with the deposit base and market area the Company enjoys. Members of the Group sent a letter expressing their concerns about the most recent financial results of the Company to Mr. Doherty on October 25, 2001, a copy of which is attached as Exhibit 3. On February 7, 2002 members of the PL Capital Group sent Mr. John Doherty, CEO of the Company and Mr. Joseph Doherty, Chairman of the Company (together, the "Doherty Group"), a letter, a copy of which is attached as Exhibit 4. The letter called upon John and Joseph Doherty to meet their public reporting obligations under the laws and regulations of the Securities and Exchange Commission (the "SEC"), by filing a Schedule 13D disclosing that: (1) the Dohertys are a group acting in concert with respect to their collective ownership of Central Bancorp and (2) the Doherty Group has an intention to acquire up to 20% of the Common Stock of the Company. The letter stated that the PL Capital Group intended to pursue legal action against the Dohertys if they did not properly file a Schedule 13D with the SEC. A copy of the letter was also provided to the corporate Secretary and outside members of the Company's Board of Directors so that they might evaluate the consequences of the Dohertys' actions on the Company. On February 22, 2002, members of the PL Capital Group sent the Doherty Group a letter, a copy of which is attached as Exhibit 5. The letter reiterated the PL Capital Group's earlier demand that the members of the Doherty Group meet their public reporting obligations and file a Schedule 13D disclosing matters previously not disclosed. On February 25, 2002, the Doherty Group filed an initial Schedule 13D disclosing the matters referred to in the letter sent by the PL Capital Group. 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. CUSIP No. 152418109 Page 15 of 31 Pages 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. 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, 1,647,784, reported as the number of outstanding shares as of February 13, 2002, on the Company's Quarterly Report on Form 10-Q for the period ended December 31, 2001. All purchases and sales of Common Stock reported herein were made in open market transactions on the Nasdaq, except as otherwise stated. (A) Financial Edge Fund (a)-(b) See cover page. (c) Financial Edge Fund has made no purchases or sales of Common Stock 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. (c) Financial Edge Strategic has made no purchases or sales of Common Stock in the last 60 days. CUSIP No. 152418109 Page 16 of 31 Pages (d) Because they are the Managing Members of PL Capital, the general partner of Financial Edge Strategic, Mr. Palmer and Mr. Lashley have the power to direct the affairs of Financial Edge Strategic, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Strategic. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and disposition power with Financial Edge Strategic with regard to those shares of Common Stock. (C) Goodbody/PL LP (a)-(b) See cover page. (c) Goodbody/PL LP has made no purchases or sales of Common Stock in the last 60 days. (d) Goodbody/PL LLC is the general partner of Goodbody/PL LP. Because they are the Managing Members of Goodbody/PL LLC, Messrs. Goodbody, Palmer and Lashley have the power to direct the affairs of Goodbody/PL LP. Therefore, Goodbody/PL LLC may be deemed to share with Messrs. Goodbody, Palmer and Lashley voting and disposition power with regard to the shares of Common Stock held by Goodbody/PL LP. (D) PL Capital (a)-(b) See cover page. (c) PL Capital has made no purchases or sales of Common Stock directly. (d) PL Capital is the general partner of Financial Edge Fund and Financial Edge Strategic. Because they are the Managing Members of PL Capital, Mr. Palmer and Mr. Lashley have the power to direct the affairs of PL Capital. Therefore, PL Capital may be deemed to share with Mr. Palmer and Mr. Lashley voting and disposition power with regard to the shares of Common Stock held by Financial Edge Fund and Financial Edge Strategic. (E) Goodbody/PL LLC (a)-(b) See cover page. (c) Goodbody/PL LLC has made no purchases or sales of Common Stock directly. (d) Goodbody/PL LLC is the general partner of Goodbody/PL LP. Because they are the Managing Members of Goodbody/PL LLC, Messrs. Goodbody, Palmer and Lashley have the power to direct the affairs of Goodbody/PL LLC. Therefore, Goodbody/PL LLC may be deemed to share with Messrs. Goodbody, Palmer and Lashley voting and disposition power with regard to the shares of Common Stock held by Goodbody/PL LP. CUSIP No. 152418109 Page 17 of 31 Pages (F) Mr. John Palmer (a)-(b) See cover page. (c) Mr. Palmer has made no purchases or sales of Common Stock directly. (G) Mr. Richard Lashley (a)-(b) See cover page. (c) Mr. Lashley has made no purchases or sales of Common Stock in the last 60 days. (H) Mr. Garrett Goodbody (a)-(b) See cover page. (c) Mr. Goodbody has made no purchases or sales of Common Stock in the last 60 days. (I) Mr. Richard Fates (a)-(b) See cover page. (c) Mr. Fates has made no purchases or sales of Common Stock in the last 60 days. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company. Financial Edge Fund has agreed to indemnify Mr. Fates for all costs and expenses arising out of or related to his nomination for election as a director of Central Bancorp. With respect to Financial Edge Fund and Financial Edge Strategic, PL Capital is entitled to (1) an allocation of a portion of profits, 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.* CUSIP No. 152418109 Page 18 of 31 Pages 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. - -------------- *Filed with an earlier-filed version of this Schedule 13D. CUSIP No. 152418109 Page 19 of 31 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: June 11, 2002 ----------------------------------------------------- FINANCIAL EDGE FUND, L.P. By: PL CAPITAL, LLC General Partner By: /s/ John Palmer /s/ Richard Lashley John Palmer Richard Lashley Managing Member Managing Member ----------------------------------------------------- FINANCIAL EDGE-STRATEGIC FUND, L.P. By: PL CAPITAL, LLC General Partner By: /s/ John Palmer /s/ Richard Lashley John Palmer Richard Lashley Managing Member Managing Member ----------------------------------------------------- PL CAPITAL, LLC By: /s/ John Palmer /s/ Richard Lashley John Palmer Richard Lashley Managing Member Managing Member ----------------------------------------------------- GOODBODY/PL CAPITAL, L.P. By: GOODBODY/PL CAPITAL, LLC General Partner By: /s/ John Palmer /s/ Richard Lashley John Palmer Richard Lashley Managing Member Managing Member /s/ Garrett Goodbody Garrett Goodbody Managing Member ----------------------------------------------------- CUSIP No. 152418109 Page 20 of 31 Pages ----------------------------------------------------- GOODBODY/PL CAPITAL, LLC By: /s/ John Palmer /s/ Richard Lashley John Palmer Richard Lashley Managing Member Managing Member /s/ Garrett Goodbody Garrett Goodbody Managing Member ----------------------------------------------------- By: /s/ John Palmer John Palmer By: /s/ Richard Lashley Richard Lashley By: /s/ Garrett Goodbody Garrett Goodbody By: /s/ Richard Fates Richard Fates EX-99.7 3 slp301a.txt LETTER - MAY 22, 2002 CUSIP No. 152418109 Page 21 of 31 Pages EXHIBIT 7 May 22, 2002 Ms. Rhoda K. Astone Secretary and Clerk Central Bancorp, Inc. 399 Highland Avenue Somerville, MA 02144 Re: Demand For Stockholder Materials Dear Ms. Astone: As you know, I recently visited the Bank's headquarters in Somerville to review and make copies of the Central Bancorp stockholder list and other items requested in my letter of March 1, 2002. Among other things, I requested the following: A list of the names, addresses and securities positions of non-objecting beneficial owners and acquiescing beneficial owners obtained by Central from brokers and dealers pursuant to the applicable rules promulgated under the Securities Exchange Act of 1934, as amended. If such list is not available as of a recent date, such list should be requested. As you know, Massachusetts law, as well as Rule 14a-7 promulgated under the Securities Exchange Act of 1934, requires the Bancorp to provide such a "NOBO" list if one is in the possession of the Bancorp. Please confirm to me in writing that the Bancorp did not provide me with a list of non-objecting beneficial owners and acquiescing beneficial owners because no such list was in the Bancorp's possession. If the Bancorp is in possession of such a list please notify me so we can arrange a mutually convenient time for me or my representative to review and make copies of it. Please note that the latest dated list of non-objecting and acquiescing beneficial owners should be provided, even if that list is dated prior to 2002. Please feel free to call me (telephone: 973-360-1666; fax: 973-360-1720) or my counsel, Mr. Phillip Goldberg, Foley & Lardner, 330 North Wabash Avenue, Suite 3300, Chicago, IL 60611 (telephone: 312-755-2549; fax 312-755-1925) at any time with any questions. Very truly yours, /s/ Richard J. Lashley Richard J. Lashley EX-99.8 4 slp301b.txt LETTER - JUNE 6, 2002 CUSIP No. 152418109 Page 22 of 31 Pages EXHIBIT 8 Mr. Richard Lashley 2 Trinity Place Warren, NJ 07059 June 6, 2002 CERTIFIED MAIL RETURN RECEIPT REQUESTED 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 Two Directors Dear Ms. Astone: This letter constitutes a notice of intent by Richard Lashley to nominate two persons for election as directors of Central Bancorp, Inc. (the "Company") at the 2002 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 149,268 shares of the 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 Mr. Richard Fates and Mr. Garrett Goodbody for election to the Board of Directors of the Company at the 2002 Annual Meeting of Stockholders of the Company. Enclosed is the written consent of each proposed nominee to be named in Mr. Lashley's 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 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 from him or his nominees. CUSIP No. 152418109 Page 23 of 31 Pages (i) As to each proposed nominee: A. Name, Age, Business Address and Residence Address Name Age Business Address Residence Address - ---- --- ---------------- ----------------- Richard Fates 57 95 Rock Maple Avenue 95 Rock Maple Avenue South Hamilton, MA 01982 South Hamilton, MA 01982 Garrett Goodbody 57 55 Mudge Pond Road 55 Mudge Pond Road Sharon, CT 06069 Sharon, CT 06069 B. Principal Occupation or Employment Richard Fates: Current: Bay State Financial Services, Inc.-(Financial advice and planning firm, Boston, MA); Principal and Owner of Fates Financial Advisors. Former: Regional President, Central Massachusetts Region, BankBoston & FleetBoston Financial. Garrett Goodbody: Current: Managing Member of Goodbody/PL Capital, LLC (General Partner of Goodbody/PL Capital, LP, a member of the PL Capital Group (which consists of the entities defined as the "Group" in a Schedule 13D with respect to the stock of the Company, originally filed on July 19, 2001, as amended)) and Managing Partner of Goodbody Partners LP, a firm engaged in portfolio management and international financial services consulting. Former: Senior executive with various major banking organizations including Citibank, Marine Midland/HSBC and New Milford Savings Bank. C. Shares Owned Either Beneficially or Of Record Name of Nominee Class Amount Richard Fates Common 500 (1) Garrett Goodbody Common 17,168 (1)(2) (1) The PL Capital Group, of which Mr. Fates and Mr. Goodbody may be deemed members, beneficially owns an aggregate of 155,368 shares of Common Stock. (2) Includes 5,000 shares of Common Stock held directly by Mr. Goodbody and an additional 12,168 shares of Common Stock owned beneficially in Mr. Goodbody's role as managing member of Goodbody/PL LLC, the general partner of Goodbody/PL, LP. D. Interest of Certain Persons in Matters to be Acted Upon Except as otherwise set forth herein, neither Mr. Fates nor Mr. Goodbody is or was, 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 CUSIP No. 152418109 Page 24 of 31 Pages 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 ("PL Capital"), which is the general partner of Financial Edge Fund, L.P. ("Financial Edge Fund") and Financial Edge Strategic Fund, LP ("Financial Edge Strategic") 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 ("Goodbody/PL LLC"), the general partner of Goodbody/PL Capital, LP ("Goodbody/PL LP"), is entitled to receive an allocation of profits with respect to the shares of Common Stock owned by Goodbody/PL LP. Except as otherwise set forth herein, neither Mr. Fates nor Mr. Goodbody, nor any of their 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. Goodbody is a director of Equitable Bank, a savings association based in Wheaton, Maryland (symbol: EQSB). Material Proceedings Adverse to the Company To Mr. Lashley's knowledge, there are no material proceedings to which either Mr. Fates or Mr. Goodbody, or any associate of either of them, is a party adverse to the Company or any of its subsidiaries, and neither of them nor any associate of either of them has a material interest adverse to the Company or any of its subsidiaries. Transactions In Stock of the Company The following transactions are the only transactions during the past two years with regard to the Common Stock made by Mr. Fates, Mr. Goodbody 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. Goodbody: - ------------------------------- ---------------------------- Date Number of Shares - ------------------------------- ---------------------------- 1/7/02 1000 - ------------------------------- ---------------------------- 2/20/02 4000 - ------------------------------- ---------------------------- Transactions by Mr. Fates: - ------------------------------- ---------------------------- Date Number of Shares - ------------------------------- ---------------------------- CUSIP No. 152418109 Page 25 of 31 Pages 1/8/02 300 - ------------------------------- ---------------------------- 1/9/02 100 - ------------------------------- ---------------------------- 1/10/02 100 - ------------------------------- ---------------------------- Transactions by Financial Edge Fund: - ------------------------------- ---------------------------- Date Number of Shares - ------------------------------- ---------------------------- 1/10/01 5000 - ------------------------------- ---------------------------- 1/16/01 2500 - ------------------------------- ---------------------------- 2/7/01 2500 - ------------------------------- ---------------------------- 4/6/01 8000 - ------------------------------- ---------------------------- 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: - ------------------------------- ---------------------------- Date Number of Shares - ------------------------------- ---------------------------- 4/23/01 3500 - ------------------------------- ---------------------------- 6/4/01 4900 - ------------------------------- ---------------------------- 6/11/01 4600 - ------------------------------- ---------------------------- 7/9/01 2400 - ------------------------------- ---------------------------- 12/31/01 3600 - ------------------------------- ---------------------------- 1/15/02 1700 - ------------------------------- ---------------------------- 1/16/02 2500 - ------------------------------- ---------------------------- Transactions by Goodbody/PL LP: - ------------------------------- ---------------------------- Date Number of Shares - ------------------------------- ---------------------------- 5/30/01 7000 - ------------------------------- ---------------------------- 6/11/01 2500 - ------------------------------- ---------------------------- 1/30/02 2668 - ------------------------------- ---------------------------- Transactions by Archimedes: - ------------------------------- ---------------------------- Date Number of Shares - ------------------------------- ---------------------------- 5/30/01 3000 - ------------------------------- ---------------------------- CUSIP No. 152418109 Page 26 of 31 Pages - ------------------------------- ---------------------------- 1/30/02 1000 - ------------------------------- ---------------------------- 2/20/02 (sale) (4000) - ------------------------------- ---------------------------- Certain funds expended to date in the foregoing transactions were 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 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. Arrangements or Understandings with Other Persons Mr. Fates and Mr. Goodbody have an understanding with the PL Capital Group pursuant to which the Group has requested them to serve on the Board of Directors of the Company, and they have agreed to do so, without compensation from the Group. The Financial Edge Fund has agreed to indemnify Mr. Fates for any liabilities he may incur in connection with the Group's intended solicitation of proxies for use at the 2002 Annual Meeting of Stockholders of the Company. The Group has also agreed to reimburse Mr. Fates and Mr. Goodbody for any expenses that either one of them incurs in connection with the Group's intended solicitation of proxies for use at the 2002 Annual Meeting of Stockholders of the Company, but has no other arrangements or understandings with either such proposed nominee. To Mr. Lashley's knowledge, neither Mr. Fates nor Mr. Goodbody has any arrangement or understanding with any other person pursuant to which he was or is to be selected as a director or nominee for election as a director of the Company. Absence of any Family Relationships Neither Mr. Fates nor Mr. Goodbody has any family relationship with any director or officer of the Company. There is no family relationship between Mr. Fates and Mr. Goodbody. Absence of Involvement in Certain Legal Proceedings To the knowledge of Mr. Lashley, and based on information provided by each nominee: Since January 1, 1997, no petition under the Federal bankruptcy laws or any state insolvency law has been filed by or against Mr. Fates or Mr. Goodbody, and no receiver, fiscal agent or similar officer has been appointed by a court for business or property of Mr. Fates or Mr. Goodbody. In addition, since January 1, 1997 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 CUSIP No. 152418109 Page 27 of 31 Pages property of, any partnership in which either of them is or was a general partner, or any company or business association of which either of them is or was an executive officer. Since January 1, 1997 neither Mr. Fates nor Mr. Goodbody has been convicted in a criminal proceeding nor has either of them been named as the subject of any pending criminal proceeding (excluding traffic violations or similar misdemeanors). Since January 1, 1997, neither Mr. Fates nor Mr. Goodbody has been the subject of any court order, judgment or decree, not suspended, reversed or vacated, permanently or temporarily enjoining (or otherwise limiting) either of them 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, 1997, neither Mr. Fates nor Mr. Goodbody has 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 their 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, 1997, neither Mr. Fates nor Mr. Goodbody has been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission ("SEC") to 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 To the best knowledge of Mr. Lashley, and based on information provided by each nominee: a. Since January 1, 2001, neither Mr. Fates nor Mr. Goodbody nor any member of the immediate family of either 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. Fates nor Mr. Goodbody nor any member of the immediate family of either 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, 2001, neither Mr. Fates nor Mr. Goodbody has had any CUSIP No. 152418109 Page 28 of 31 Pages 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, 2001, neither Mr. Fates nor Mr. Goodbody has been an executive officer, director, or partner of, or has either one of them 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, 2001, neither Mr. Fates nor Mr. Goodbody, nor any member of their respective immediate families or any firm, company or organization of which either of them 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 either of them has a substantial beneficial interest or as to which either of them 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 Neither Mr. Fates nor Mr. Goodbody is 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. (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. Fates or Mr. Goodbody as a nominee. CUSIP No. 152418109 Page 29 of 31 Pages 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 149,268 shares of Common Stock, par value $1.00 per share, of the Company. Very truly yours, /s/ Richard Lashley Richard Lashley CUSIP No. 152418109 Page 30 of 31 Pages CONSENT OF PROPOSED NOMINEE I, Richard Fates, 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 2002 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. /s/ Richard Fates Richard Fates Dated: May 28, 2002 CUSIP No. 152418109 Page 31 of 31 Pages CONSENT OF PROPOSED NOMINEE I, Garrett Goodbody, 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 2002 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. /s/ Garrett Goodbody Garrett Goodbody Dated: May 28, 2002 -----END PRIVACY-ENHANCED MESSAGE-----