-----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, G3O4w4L/88WZMU8zBbyOTue4jzk0DU0yDbF+o540cDk8CMR+QEOt2dHwcryyk1Ei HUyWT2sSWTrGQdTsPXnIxQ== 0000897069-02-000764.txt : 20021004 0000897069-02-000764.hdr.sgml : 20021004 20021004141654 ACCESSION NUMBER: 0000897069-02-000764 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20021004 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: 02781864 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 slp386.txt SCHEDULE 13D AMENDMENT NO. 8 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. 8) 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) October 1, 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 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 --------- ------------------------------------------ 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 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 --------- ------------------------------------------ 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 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 --------- ------------------------------------------ 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 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 --------- ------------------------------------------ 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 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 --------- ------------------------------------------ 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 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 --------- ----------------------------------------- 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) 9.0% - ----------- -------------------------------------------------------------------- 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 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) 9.0% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ================================================================================ CUSIP No. 152418109 Page 9 of 33 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 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 --------- ------------------------------------------ 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 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; 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 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 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 Bear Stearns, extended in the ordinary course of business. As of the date of this filing there are no margin loans outstanding against the Common Stock holding. The amount of funds expended by Goodbody/PL LP to acquire the 12,168 shares of Common Stock it holds in its name is $254,324. Such funds were provided in part from Goodbody/PL LP's available capital and, from time to time, in part by margin account loans from subsidiaries of Bear Stearns, extended in the ordinary course of business. As of the date of this filing there are no margin loans outstanding against the Common Stock holding. The amount of funds expended by Mr. Lashley to acquire the 600 shares of Common Stock he holds in his name is $15,250. Such funds were provided from Mr. Lashley's personal funds. The amount of funds expended by Mr. Goodbody to acquire the 5000 shares of Common Stock he holds in his name is $143,620. Such funds were provided from Mr. Goodbody's personal funds. The amount of funds expended by Mr. Fates to acquire the 500 shares of Common Stock he holds in his name is $12,947. Such funds were provided from Mr. Fates' personal funds. All purchases or sales of Common Stock made by members of the Group using funds borrowed from Bear Stearns, if any, were made in margin transactions on those firms' usual terms and conditions. All or part of the shares of Common Stock owned by members of CUSIP No. 152418109 Page 13 of 33 Pages the Group may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities to members of the Group. Such loans generally bear interest at a rate based upon the broker's call rate from time to time in effect. Such indebtedness, if any, may be refinanced with other banks or broker-dealers. Item 4. Purpose of Transaction The purpose of the acquisition of the shares of Common Stock by members of the Group is to profit from appreciation in the market price of the Common Stock through the assertion of shareholder rights and influencing the policies of the Company. Members of the Group believe the Company's stock is undervalued, relative to its underlying franchise value, due in part to the Company's: (1) small market capitalization and illiquid stock; (2) infrequent use of stock buybacks; (3) high efficiency ratio; and (4) below average return on equity. The Group is concerned that Central Bancorp's stock price will remain permanently undervalued, relative to its franchise value, even if the factors noted above are addressed, because the Group believes the Company faces diminished prospects as a small thrift operating in a highly competitive market area. Despite the Group's concerns about Central Bancorp's long term prospects as an independent company, the Group believes the Company is located in a highly desirable market area (metropolitan Boston) that is populated with larger and more profitable financial services organizations, some of which may be interested in acquiring the Company. Therefore, the Group believes that the optimal way to maximize the value of the Company's franchise, and dramatically increase shareholder value, is for the Board of Directors of Central Bancorp to investigate the sale of the Company to a larger financial services organization. The Group notes that there has been a recent increase in merger activity in the Boston metropolitan area. For example, in June 2002, Medford Bancorp (ticker symbol: MDBK), a $1.4 billion asset thrift, announced they were being acquired by Citizens Financial. The announced cash acquisition price equated to approximately 250% of Medford's tangible book value, 18x earnings and a 14% deposit premium (see also Exhibit 9). On April 10, 2002, Massachusetts Fincorp (ticker symbol: MAFN), a $125 million asset thrift, announced that it was being acquired by Abington Bancorp for $28.00 in cash. That acquisition price equals approximately 160% of MAFN's tangible book value, 20x earnings and a 5% deposit premium. On February 27, 2002, Banknorth Group, a regional bank with operations in the Boston area, announced the acquisition of Ipswich Bancshares (ticker symbol: IPSW), a $320 million asset thrift based in Boston, for approximately 260% of book value, 15x earnings and 11% premium to deposits. Based upon that, and other recent merger transaction multiples, and PL Capital's understanding of the market area and the Company, it is the Group's opinion that the Company could garner a takeover premium that would be attractive to shareholders and exceed any realistically attainable value that the Company might produce by remaining independent. On July 25, 2001, the Company announced that it earned $.32 per share for the quarter ended June 30, 2001, a significant decrease from results for the same quarter last year. The Group calculates that the Company's results announced in July equate to a 5.5% return on equity and a return on assets of 0.5%. The Company's results announced in July were CUSIP No. 152418109 Page 14 of 33 Pages significantly below what the Group feels are satisfactory for a company with the deposit base and market area that the Company has. On July 26, 2001, the CEO of the Company, John Doherty, agreed to meet with the principals of the PL Capital Group, at a mutually agreeable date in the near future. As of the filing date of this Schedule 13D, Mr. Doherty and the Board of the Company have refused to meet with members of the Group. On July 31, 2001, the Group sent a letter to Mr. Doherty, a copy of which is attached as Exhibit 2. The Group's letter responded to a press release issued by the Company on July 26, 2001 and to public statements made by members of the Company to various news services. The letter discussed the Group's concern about what it believes to be various false and misleading statements contained in the Company's press release and called upon the Company to retract the Press Release, among other things. The Group's letter also called upon the Board members who currently serve as Trustees of the Company's ESOP to resign, in light of the assertions made in the Company's July 26th press release. On October 19, 2001, the Company announced that it earned $.34 per share for the quarter ended September 30, 2001, a 33% decrease from results for the same quarter last year. The Group calculates that the Company's recent results equate to a 5.8% return on equity and return on assets of 0.52%. The Company's results announced in October are significantly below what the Group feels are satisfactory for a company with the deposit base and market area the Company enjoys. Members of the Group sent a letter expressing their concerns about the most recent financial results of the Company to Mr. Doherty on October 25, 2001, a copy of which is attached as Exhibit 3. On February 7, 2002 members of the PL Capital Group sent Mr. John Doherty, CEO of the Company and Mr. Joseph Doherty, Chairman of the Company (together, the "Doherty Group"), a letter, a copy of which is attached as Exhibit 4. The letter called upon John and Joseph Doherty to meet their public reporting obligations under the laws and regulations of the Securities and Exchange Commission (the "SEC"), by filing a Schedule 13D disclosing that: (1) the Dohertys are a group acting in concert with respect to their collective ownership of Central Bancorp and (2) the Doherty Group has an intention to acquire up to 20% of the Common Stock of the Company. The letter stated that the PL Capital Group intended to pursue legal action against the Dohertys if they did not properly file a Schedule 13D with the SEC. A copy of the letter was also provided to the corporate Secretary and outside members of the Company's Board of Directors so that they might evaluate the consequences of the Dohertys' actions on the Company. On February 22, 2002, members of the PL Capital Group sent the Doherty Group a letter, a copy of which is attached as Exhibit 5. The letter reiterated the PL Capital Group's earlier demand that the members of the Doherty Group meet their public reporting obligations and file a Schedule 13D disclosing matters previously not disclosed. On February 25, 2002, the Doherty Group filed an initial Schedule 13D disclosing the matters referred to in the letter sent by the PL Capital Group. CUSIP No. 152418109 Page 15 of 33 Pages On March 1, 2002, Richard Lashley sent a letter demanding access to and copies of the list of stockholders and certain other stockholder materials of the Company. A copy of that letter is attached as Exhibit 6. Certain of such materials were provided by the Company to Mr. Lashley on May 2, 2002. On May 22, 2002, Richard Lashley sent a letter to the Company requesting certain materials that were not provided. A copy of that letter is attached as Exhibit 7. On June 6, 2002, Mr. Lashley sent a letter to the Company notifying the Company of his intent to nominate Mr. Goodbody and Mr. Fates for election to the Company's Board of Directors at the next Annual Meeting of the Company, presently scheduled for September 30, 2002. A copy of that letter is attached as Exhibit 8. On June 14, 2002, Mr. Lashley sent a letter to the Company regarding opportunities to maximize shareholder value. A copy of that letter is attached as Exhibit 9. On July 12, 2002, the Group sent a letter to shareholders of the Company, stating the Group's intent to nominate Mr. Goodbody and Mr. Fates for election to the Board of Directors at the next Annual Meeting of the Company and urging shareholders to review the Group's proxy materials when they are received. A copy of that letter is attached as Exhibit 10. On October 1, 2002, following the convening of the Annual Meeting on September 30, 2002, Mr. Lashley and PL Capital filed a lawsuit against the Company and against each director of the Company. A copy of the complaint in that lawsuit is attached as Exhibit 11. 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, 1,659,933, reported as the number of outstanding shares as of August 23, 2002, on the Company's proxy statement filed August 30, 2002. All purchases and sales of Common Stock reported herein were made in open market transactions on the Nasdaq, except as otherwise stated. (A) Financial Edge Fund (a)-(b) See cover page. CUSIP No. 152418109 Page 16 of 33 Pages (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. (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 CUSIP No. 152418109 Page 17 of 33 Pages 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. (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. CUSIP No. 152418109 Page 18 of 33 Pages 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.* 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. - -------------- *Filed with an earlier-filed version of this Schedule 13D. CUSIP No. 152418109 Page 19 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: October 3, 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 33 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-99.11 3 slp386a.txt COMPLAINT CUSIP No. 152418109 Page 21 of 33 Pages EXHIBIT 11 UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MASSACHUSETTS _____________________________________________________ ) RICHARD LASHLEY (a New Jersey citizen), ) individually and as a managing member of PL ) CAPITAL, LLC, and PL CAPITAL, LLC ) (a Delaware limited liability company), ) ) Plaintiffs, ) ) v. ) CIVIL ACTION ) NO. 02- CENTRAL BANCORP, INC. (a Massachusetts ) Corporation), JOHN D. DOHERTY, JOSEPH R. ) DOHERTY, TERENCE D. KENNEY, JOHN G. ) QUINN, GREGORY W. BOULOS, JOHN F. ) GILGUN, JR., NANCY D. NERI, and ) MARAT E. SANTINI, ) ) Defendants. ) _____________________________________________________) VERIFIED COMPLAINT Plaintiffs, Richard Lashley and PL Capital (collectively "The Stockholders"), by and through their attorneys and for the Complaint against the defendant, Central Bancorp, Inc. ("Central") and its directors ("Directors"), allege as follows: INTRODUCTION The Stockholders filed this Complaint to address an action taken with the consent of Central's Board of Directors at its annual meeting of stockholders on September 30, 2002 whereby at the conclusion of the meeting, rather than terminate the vote count and close the polls, Central through its officers and with the consent of its Board adjourned the meeting until October 11, 2002 to putatively permit CUSIP No. 152418109 Page 22 of 33 Pages additional stockholders to vote at a time when the plaintiffs nominees should have clearly been declared the winners of the election. PARTIES 1. Plaintiff Richard Lashley ("Lashley") is a citizen of Warren, New Jersey. 2. Plaintiff PL Capital ("PL Capital") is a Delaware limited liability company. 3. Lashley is a managing member of PL Capital, LLC. PL Capital is the general partner of Financial Edge Fund, L.P., a Delaware limited partnership and Financial Edge-Strategic Fund, L.P., a Delaware limited partnership. In their representative and individual capacities the Stockholders beneficially own and control greater than 9.3% of Central's outstanding shares. The total outstanding shares for Central as of the August 23, 2002 Record Date was 1,659,933. 4. Defendant Central Bancorp, Inc. ("Central") is a corporation organized under the laws of the Commonwealth of Massachusetts with its principal place of business located in Somerville, Massachusetts. Central is a NASDAQ company and registered bank holding company the stock of which trades under the symbol CEBK. 5. Defendants John D. Doherty, Joseph R. Doherty, Terence D. Kenney, John G. Quinn, John F. Gilgun, Jr., Nancy D. Neri, and Marat E. Santini are members of the board of directors of Central and are citizens of Massachusetts. 6. Defendant Gregory W. Boulos is a member of the board of directors of Central and is a resident of Maine. JURISDICTION AND VENUE 7. This Court has subject matter jurisdiction over this action pursuant to 28 U.S.C.ss. 1332 (diversity jurisdiction), in that the Plaintiffs and Defendants reside in different states and the amount in controversy exceeds $75,000. CUSIP No. 152418109 Page 23 of 33 Pages 8. Venue is proper in this Court and this Court has personal jurisdiction over Defendants in that all Defendants reside or are in part employed within this judicial district and have committed the acts and/or omissions giving rise to this action within this district. The Stockholders seek a finding by this Court declaring that the annual meeting of Central stockholders was terminated at 12:15 p.m. September 30, 2002 and that all shares voted after that time not be counted and a finding that the Defendant directors breached their fiduciary duty by (1) purporting to continue the stockholder meeting beyond the time permitted by its By-Laws and the Massachusetts Business Corporation Law; (2) purporting to adjourn the meeting over the objection of a majority of voters presiding at the meeting in violation of Central's By-Laws; and (3) adjourning the meeting for the sole purpose of disenfranchising the majority of Central stockholders who had already voted in connection with the annual meeting to elect a slate of directors in opposition to entrenched management. FACTS 9. Central was organized by Central Cooperative Bank to acquire all the capital stock of Central Cooperative Bank as part of its reorganization into the holding company form of ownership. Central has no significant assets other than the common stock of Central Cooperative Bank. Central Cooperative Bank was organized as a chartered cooperative bank in 1915 and converted from mutual to stock form in 1986. Central's operations are conducted through eight (8) full service office facilities located in Massachusetts. The Stockholders' Intentions Concerning Central 10. In July 2001 the Stockholders filed their first Schedule 13D with the United States Securities and Exchange Commission acknowledging their ownership of approximately 90,000 shares of Central stock. In that filing, the Stockholders indicated that the "purpose of transaction" was that "the group believes that the CUSIP No. 152418109 Page 24 of 33 Pages optimal way to maximize the value of the company's franchise, and dramatically increase stockholder value, is for the Board of Directors of Central Bancorp to investigate the sale of the company to a larger financial services organization." 11. On July 26, 2001, and in response to Stockholders' Schedule 13D, Central issued a press release entitled: "Central Bancorp Response to 13D Filing Noting the Company is Not for Sale." See Exhibit A. 12. Approximately six months later and on February 5, 2002, the Stockholders filed an amendment to their Schedule 13D disclosing that "the group presently intends to nominate Mr. Goodbody and Mr. Fates for election to the Board of Directors of the company at the next annual meeting of the company." See Exhibit B (excerpts from Schedule 13D, Amendment 3). 13. The By-Laws of Central require that "the annual meeting of the stockholders for elections and other purposes shall be held within six months after the end of the corporation's fiscal year. . . ." See Exhibit C. This same requirement is also set forth in the Massachusetts Business Corporation Law, Chapter 156B, section 33 (Mass. Gen. Laws ch. 156B sec. 33). 14. Central's fiscal year end is March 31. 15. After having adopted a bank holding company structure in 1999, Central convened each of its three subsequent annual meetings of stockholders in the month of July. The annual meeting of stockholders for fiscal year 1999 occurred on July 29, 1999. The annual meeting of stockholders for fiscal year 2000 occurred on July 27, 2000. The annual meeting of stockholders for fiscal year 2001 occurred on July 26, 2001. 16. Yet, less than ten days following the Schedule 13D amendment filed by the Stockholders on February 5, 2002 wherein the Stockholders indicated their intent to nominate two individuals for election to the Board of Directors at the next annual meeting of Central, Central issued a press release announcing its 2002 annual CUSIP No. 152418109 Page 25 of 33 Pages meeting of stockholders would be held on September 30, 2002, two months later than its normal practice. See Exhibit D. September 30, 2002 is exactly six months after Central's 2002 fiscal year end and is the last day compliant with its By-Law provision and the Massachusetts Business Corporation Law requirement that the meeting be held "within" six months of Central's fiscal year end. Proxy Contest 17. By July 19, 2002 Central began the process of actively soliciting proxies for the election of their director candidates at the 2002 annual meeting of stockholders. On August 30, 2002 Central filed its definitive proxy statement for the election of directors at the September 30, 2002 annual meeting of stockholders. 18. Shortly thereafter, on September 3, 2002 the Stockholders filed their definitive proxy statement for the election of directors at the 2002 annual meeting of stockholders to be held on September 30, 2002. 19. Thereafter, there were extensive communications and solicitations by Central and the Stockholders to all Central stockholders discussing the qualification of their respective candidates and the recommendation that Central stockholders vote in favor of their particular candidates. In total, Central mailed proxy cards along with its proxy statement and/or letters to stockholders in support of their candidates to all Central stockholders of record on at least 5 separate occasions leading up to the September 30, 2002 annual meeting of stockholders. Central also employed Georgeson Stockholder Services, the largest proxy solicitation firm in the country, to actively contact Central's stockholders telephonically. 20. The annual meeting of stockholders was convened at approximately 11:10 a.m. September 30, 2002 at the Holiday Inn in Somerville, Massachusetts. 21. Immediately prior to the commencement of the meeting, the Stockholders had received a majority of votes cast and sufficient votes to elect their CUSIP No. 152418109 Page 26 of 33 Pages nominees to Central's Board of Directors. The PL Capital Group held proxies representing 751,091 shares, or 45.2% of the outstanding shares eligible to vote at the 2002 annual meeting of stockholders, including proxies for 736,929 shares issued by ADP Proxy Services (representing "street name" shares) and 14,090 shares voted by record name holders. Also, prior to the 2002 annual meeting of stockholders, Central held proxies issued by ADP representing 268,353 shares. Although the inspector of elections did not provide a report of proxies held in record name by Central, the officers and directors (and employee stock ownership plan) of Central held at least 397,769 shares. If those shares were all voted at the meeting in favor of the election of Central's nominees, Central would have held proxies representing at least 666,122 shares or 40.1% of the outstanding shares. Consequently, a minimum of 85% of the outstanding shares were voted and in attendance at the annual meeting. 22. Immediately prior to the commencement of the meeting, Central provided the stockholders present at the meeting with an agenda and rules for conduct of the 2002 annual meeting of stockholders. See Exhibit E. Defendant, John D. Doherty, opened the meeting by declaring that a quorum was present to transact Central business. The Agenda for the Annual Meeting contains ten items. These include #10, "Adjournment." Rule 3 of the Rules For Conduct of the 2002 Annual Meeting states that "Only items of business listed on the accompanying Agenda may be properly introduced at the Annual Meeting . . ." Article II, Section 6 of the Bylaws of Central which governs stockholder meetings and is titled "ACTION AT MEETING," states that "When a quorum is present, any matter before the meeting shall be decided by vote of holders of a majority of the shares of stock voting on such matter, except where a larger vote is required by Law, by the Articles of Organization or these Bylaws." Defendant Doherty then proceeded through an orderly completion of the agenda. Then, at the end of the meeting at approximately 12:15 p.m. September 30, 2002, the president and chief executive officer, John D. CUSIP No. 152418109 Page 27 of 33 Pages Doherty who was presiding over the meeting abruptly announced that the polls would not be closed and the meeting would not be terminated but rather adjourned until October 11, 2002 at 3:00 p.m. in order to putatively give additional stockholders an opportunity to vote. No motion or second was presented and no vote of stockholders present, in person or by proxy, was allowed. 23. Palmer, a stockholder and representative of PL Capital, was holding a master ballot which represented the voting of approximately 45 percent of the total outstanding Central stock and a majority of the 88% of all Central stock voted at that time. Mr. Palmer immediately stood up and objected to the adjournment of the meeting until October 11, 2002. See Exhibit F. Mr. Palmer was immediately informed by Mr. Doherty that he was "out of order," which admonishment was immediately followed by the exit of all of the executive officers and board members of Central from the meeting. 24. At the close of business on September 30, 2002 Central issued a press release entitled "Central Bancorp, Inc. Convenes Annual Meeting--Polls to Remain Open Until October 11, 2002." In that press release, John D. Doherty is quoted as saying that, "in light of the importance of this election and the fact that a significant number of shares are not present in person or by proxy, the polls will remain open to allow the greatest number of stockholders possible to cast their votes." Nowhere in the press release did Central indicate that Plaintiff Stockholders had received a majority of votes cast to elect their nominees to the Board of Central and that the sole purpose for permitting the "polls to remain open" was to enable management to scramble in order to get additional shares to change the outcome of the election in their favor. COUNT I (For Declaratory Relief) CUSIP No. 152418109 Page 28 of 33 Pages 25. Plaintiff stockholders reallege and incorporate by reference paragraphs 1 through 25 of this Complaint as if fully set forth herein. 26. Article II, Section 1 of Central's By-Laws requires that the annual meeting of stockholders be held "within six months" of the end of its fiscal year. The Massachusetts Business Corporation Law also requires that the annual meeting of stockholders for a Massachusetts corporation be held "within six months" of a company's fiscal year end. Neither Central's By-Laws nor the Massachusetts Business Corporation Law's requirements for the outside limit for holding an annual meeting of stockholders provides that the meeting can be reconvened "beyond" or "outside" the six month date from a company's fiscal year end. 27. At the time of the annual meeting of stockholders at 11:00 a.m. September 30, 2002, plaintiffs were holding sufficient proxies to elect their nominees to the Board of Directors of Central. 28. By refusing to close the polls and properly terminate the meeting, defendants failed to adhere to the By-Laws of Central and the Massachusetts Business Corporation Law. 29. An actual controversy exists as to whether the company complied with its By-Laws and the Massachusetts Business Corporation Law as it relates to the holding of its annual meeting of stockholders which can only be resolved by a declaration by this Court. 30. Plaintiff Stockholders have no adequate remedy at law. COUNT II (Manipulation of Corporate Franchise/Breach of Fiduciary Duty) 31. Plaintiff Stockholders reallege and incorporate by reference paragraphs 1 through 31 of this Complaint as if fully set forth herein. CUSIP No. 152418109 Page 29 of 33 Pages 32. The director defendants' actions in refusing to properly conclude the annual meeting of stockholders on September 30, 2002 were actions taken with the purpose of, and have the effect of, inequitably restraining the power and right of the Stockholders to elect their director nominees in opposition to Central's Board candidates. 33. The director defendants' actions in adjourning the September 30, 2002 annual meeting of stockholders constitute a breach of the director defendants' fiduciary duty and duty of good faith and constitute an inequitable and improper manipulation of the corporate franchise. 34. The director defendants also breached their fiduciary duty by violating Central's By-Law requirements that an annual meeting of stockholders be held within six months after the end of the corporation's fiscal year. . ." and the Massachusetts Business Corporation Law, Mass. Gen. Laws ch. 156B section 33, requirement that there shall be an annual meeting of stockholders within six months after the end of the fiscal year of the corporation." 35. The director defendants breached their fiduciary duty by failing to obtain a vote of the stockholders present to adjourn the September 30, 2002 annual meeting of stockholders, especially in light of the objection to the adjournment by stockholders holding proxies for a majority of the votes cast. The defendant directors' actions in failing to terminate the meeting constitute a breach of fiduciary duty by such defendants. 36. Plaintiff stockholders have no adequate remedy at law. WHEREFORE, Plaintiffs request that the Court enter its orders, judgment and decrees in their favor and against Defendants: A. Declaring and decreeing that by adjourning the September 30, 2002 annual meeting of stockholders to October 11, 2002 defendants acted inconsistent CUSIP No. 152418109 Page 30 of 33 Pages with Article II Section 1 of Central's By-Laws and the Massachusetts Business Corporation Law requirement that an annual meeting of stockholders be concluded "within six months" from the end of Central's fiscal year; B. Declaring and decreeing that the defendants improperly adjourned the September 30, 2002 meeting of stockholders to October 11, 2002 without obtaining a vote by the holders of majority of shares of Central's stock present at the meeting to vote on such matters as required by Article II, Section 6 of Central's By-Laws; C. Declaring and decreeing that plaintiffs were holding a majority of shares of stock available to vote at the annual meeting of stockholders, and by objecting to Central's request to adjourn the meeting to October 11, 2002 officially voted to terminate the meeting at that time; D. Declaring and decreeing that the September 30, 2002 annual meeting of stockholders was officially terminated at 12:15 p.m., September 30, 2002, and requiring a certification of the vote by all Central stockholders as of that time; E. Finding that defendants breached their fiduciary duty by adjourning the annual meeting of stockholders on September 30, 2002 to October 11, 2002 for the sole purpose of disenfranchising the majority of stockholders who had voted to elect Plaintiffs' director nominees to Central's board of directors; F. Finding that defendants breached their fiduciary duty by failing to obtain a vote of the majority of stockholders present in order to adjourn the September 30, 2002 annual meeting of stockholders; G. Finding that defendants breached their fiduciary duty by violating Central's by-law requirements that an annual meeting with stockholders be held "within" six months of Central's fiscal year end; H. Entering a temporary restraining order and a preliminary injunction enjoining the adjournment of the 2002 annual stockholders meeting of Central enjoining the further conduct of the vote for election of directors of Central and CUSIP No. 152418109 Page 31 of 33 Pages directing the certification of the vote as it existed at 12:15 p.m. on September 30, 2002; I. Awarding plaintiffs their costs and attorneys fees incurred in prosecuting this litigation; and J. Awarding such other and further relief as the Court deems just and proper. CUSIP No. 152418109 Page 32 of 33 Pages Dated: October 1, 2002 RICHARD LASHLEY and PL CAPITAL, LLC, By their attorneys, ----------------------------------- John R. Snyder, BBO# 471480 Ian A. McKenny, BBO# 643799 BINGHAM McCUTCHEN LLP 150 Federal Street Boston, MA 02110 (617) 951-8000 Of Counsel: Phillip M. Goldberg Foley & Lardner One IBM Plaza 330 North Wabash Avenue Suite 3300 Chicago, IL 60611-3608 I declare under penalty of perjury that the facts stated above, except those stated on information and belief, are true and correct. Executed this 1st day of October, 2002. /s/ Richard Lashley Richard Lashley CUSIP No. 152418109 Page 33 of 33 Pages Certificate of Service I hereby certify that a true copy of the above document was served upon _____________ by mail (by hand) on October 1, 2002. ----------------------------------- Ian A. McKenny -----END PRIVACY-ENHANCED MESSAGE-----