-----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, CNQzqa6ZS78hCY0nPFqDGdIakFeDc3FMuE9uWPJZXGfE1syO7byzX1NBJbvMWW5w tbqm1+qTa4F2nE8k4uUeWg== 0000897069-04-001684.txt : 20040921 0000897069-04-001684.hdr.sgml : 20040921 20040921125742 ACCESSION NUMBER: 0000897069-04-001684 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040921 DATE AS OF CHANGE: 20040921 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: 041038917 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 cmw928.htm AMENDMENT NO. 17

CUSIP No. 152418109

Page 1 of 17 Pages

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20552

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 17)

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 LLP
321 North Clark Street
Suite 2800
Chicago, IL 60610
(312) 832-4549
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 17, 2004
(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 17 Pages



1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE 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*

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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 8 9 10	SOLE VOTING POWER 0 SHARED VOTING POWER 0 SOLE DISPOSITIVE POWER 0 SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*			[ ]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.0%

14	TYPE OF REPORTING PERSON* PN

CUSIP No. 152418109

Page 3 of 17 Pages



1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE 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*

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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 8 9 10	SOLE VOTING POWER 0 SHARED VOTING POWER 0 SOLE DISPOSITIVE POWER 0 SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*			[ ]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.0%

14	TYPE OF REPORTING PERSON* PN

CUSIP No. 152418109

Page 4 of 17 Pages



1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE 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*

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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 8 9 10	SOLE VOTING POWER 0 SHARED VOTING POWER 0 SOLE DISPOSITIVE POWER 0 SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*			[ ]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.0%

14	TYPE OF REPORTING PERSON* PN

CUSIP No. 152418109

Page 5 of 17 Pages



1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 8 9 10	SOLE VOTING POWER 0 SHARED VOTING POWER 0 SOLE DISPOSITIVE POWER 0 SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*			[ ]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.0%

14	TYPE OF REPORTING PERSON* PN

CUSIP No. 152418109

Page 6 of 17 Pages



1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE 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*

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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 8 9 10	SOLE VOTING POWER 0 SHARED VOTING POWER 0 SOLE DISPOSITIVE POWER 0 SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*			[x]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.0%

14	TYPE OF REPORTING PERSON* PN

CUSIP No. 152418109

Page 7 of 17 Pages



1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE 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*

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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 8 9 10	SOLE VOTING POWER 0 SHARED VOTING POWER 0 SOLE DISPOSITIVE POWER 0 SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*			[x]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.0%

14	TYPE OF REPORTING PERSON* IN

CUSIP No. 152418109

Page 8 of 17 Pages



1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE 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*

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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 8 9 10	SOLE VOTING POWER 0 SHARED VOTING POWER 0 SOLE DISPOSITIVE POWER 0 SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*			[x]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.0%

14	TYPE OF REPORTING PERSON* IN

CUSIP No. 152418109

Page 9 of 17 Pages



1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE 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*

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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 8 9 10	SOLE VOTING POWER 0 SHARED VOTING POWER 0 SOLE DISPOSITIVE POWER 0 SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*			[x]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.0%

14	TYPE OF REPORTING PERSON* IN

CUSIP No. 152418109

Page 10 of 17 Pages

Item 1. Security and Issuer

This Schedule 13D is being filed jointly by Financial Edge Fund, L.P., a Delaware limited partnership (“Financial Edge Fund”); Financial Edge-Strategic Fund, L.P., a Delaware limited partnership (“Financial Edge Strategic”); PL Capital, LLC, a Delaware limited liability company and General Partner of Financial Edge Fund and Financial Edge Strategic (“PL Capital”); Goodbody/PL Capital, L.P., a Delaware limited partnership (“Goodbody/PL LP”); Goodbody/PL Capital, LLC, a Delaware limited liability company and General Partner of Goodbody/PL LP (“Goodbody/PL LLC”); John W. Palmer and Richard J. Lashley, Managing Members of PL Capital and Goodbody/PL LLC; and Richard Fates. All of the filers of this Schedule 13D are collectively the “Group.”

This Schedule 13D relates to the common stock (“Common Stock”) of Central Bancorp, Inc. (the “Company” or “Central Bancorp”). The address of the principal executive offices of the Company is 399 Highland Avenue, Somerville, MA 02144. The joint filing agreement of the members of the Group is attached as Exhibit 1.

Item 2. Identity and Background

(a)-(c) This statement is filed by Mr. John Palmer, Mr. Richard Lashley and Mr. Richard Fates, with respect to the shares of Common Stock previously beneficially owned by them, as follows:

(1)

shares of Common Stock previously 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 previously held in the name of Goodbody/PL LP, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of Goodbody/PL LLC, the General Partner of Goodbody/PL LP; and

(3)

shares of Common Stock previously held by Mr. Lashley and Mr. Fates, as individuals.

The business address of Financial Edge Fund, Financial Edge Strategic, PL Capital, Goodbody/PL LP, Goodbody/PL LLC, Mr. Palmer and Mr. Lashley is: c/o PL Capital, 20 East Jefferson Avenue, Suite 22, Naperville, Illinois 60540. The principal employment of Messrs. Palmer and Lashley is investment management.

The business address of Mr. Fates is BayState Financial Services, Six Kimball Lane, Lynnfield, MA 01940. The principal employment of Mr. Fates is financial planning. He was formerly the Regional President, Fleet/Bank Boston, Central Massachusetts Region.

(d) During the past five years, no member of the Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

CUSIP No. 152418109

Page 11 of 17 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 no shares of Common Stock of the Company.

Item 4. Purpose of Transaction

On September 13, 2004, the Group and Central Bancorp entered into an agreement whereby, among other things, Central Bancorp agreed to acquire, in the aggregate, 154,268 shares of Central held by the Group for a price of $33.25 per share, or total consideration of $5,129,411 (the “Agreement”), as follows:

(1)

Financial Edge Fund, LP: 113,900 shares for $3,787,175

(2)

Financial Edge Strategic Fund, LP: 27,100 shares for $901,075

(3)

Goodbody/PL Capital, LP: 12,168 shares for $404,586

(4)

Richard Lashley: 600 shares for $19,950

(5)

Richard Fates: 500 shares for $16,625

The transaction was completed on September 17, 2004. As part of the Agreement, Richard Lashley and Richard Fates resigned as members of the board of directors of Central Bancorp and Central Co-operative Bank (the “Bank”). In addition, both parties agreed to other terms and conditions as specified in the Agreement. A copy of the Agreement is attached as Exhibit 16.

To the extent the actions described herein may be deemed to constitute a “control purpose” with respect to the Securities Exchange Act of 1934, as amended, and the regulations thereunder, the Group has such a purpose. Except as noted in this Schedule 13D, no member of the Group has any plans or proposals, which relate to, or would result in, any of the matters referred to in paragraphs (b) through (j), inclusive of Item (4) of Schedule 13D. Such individuals may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto that are not inconsistent with the Agreement attached as Exhibit 16.

CUSIP No. 152418109

Page 12 of 17 Pages

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, 1,664,957, reported as the number of outstanding shares as of June 25, 2004, on the Company’s Form 10-K.

The following sales of Common Stock were made in a privately negotiated transaction with the Company and completed on September 17, 2004:

(A)	Financial Edge Fund

(a)-(b)

See cover page.

(c)

Financial Edge Fund made no purchases or sales of Common Stock in the last 60 days, except for the sale on September 17, 2004 of 113,900 shares for $33.25 per share (total proceeds of $3,787,175).

(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.

(e)

Ceased to own more than 5% of the total outstanding Common Stock of the Company on September 17, 2004.

(B)	Financial Edge Strategic

(a)-(b)

See cover page.

(c)

Financial Edge Strategic made no purchases or sales of Common Stock in the last 60 days, except for the sale on September 17, 2004 of 27,100 shares for $33.25 per share (total proceeds of $901,075).

(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.

(e)

Ceased to own more than 5% of the total outstanding Common Stock of the Company on September 17, 2004.

CUSIP No. 152418109

Page 13 of 17 Pages

(C)	Goodbody/PL LP

(a)-(b)

See cover page.

(c)

Goodbody/PL LP made no purchases or sales of Common Stock in the last 60 days, except for the sale on September 17, 2004 of 12,168 shares for $33.25 per share (total proceeds of $404,586).

(d)

Goodbody/PL LLC is the general partner of Goodbody/PL LP. Because they are the Managing Members of Goodbody/PL LLC, Messrs. Palmer and Lashley have the power to direct the affairs of Goodbody/PL LP. Therefore, Goodbody/PL LLC may be deemed to share with Messrs. Palmer and Lashley voting and disposition power with regard to the shares of Common Stock held by Goodbody/PL LP.

(e)

Ceased to own more than 5% of the total outstanding Common Stock of the Company on September 17, 2004.

(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)

Ceased to own more than 5% of the total outstanding Common Stock of the Company on September 17, 2004.

(E)	Goodbody/PL LLC

(a)-(b)

See cover page.

(c)

Goodbody/PL LLC has made no purchases or sales of Common Stock directly.

(d)

Goodbody/PL LLC is the general partner of Goodbody/PL LP. Because they are the Managing Members of Goodbody/PL LLC, Messrs. Palmer and Lashley have the power to direct the affairs of Goodbody/PL LLC. Therefore, Goodbody/PL LLC may be deemed to share with Messrs. Palmer and Lashley voting and disposition power with regard to the shares of Common Stock held by Goodbody/PL LP.

CUSIP No. 152418109

Page 14 of 17 Pages

(e)

Ceased to own more than 5% of the total outstanding Common Stock of the Company on September 17, 2004.

(F)	Mr. John Palmer

(a)-(b)

See cover page.

(c)

Mr. Palmer has made no purchases or sales of Common Stock directly.

(e)

Ceased to own more than 5% of the total outstanding Common Stock of the Company on September 17, 2004.

(G)	Mr. Richard Lashley

(a)-(b)

See cover page.

(c)

Mr. Lashley made no purchases or sales of Common Stock in the last 60 days except for the sale on September 17, 2004 of 600 shares for $33.25 per share (total proceeds of $19,950).

(e)

Ceased to own more than 5% of the total outstanding Common Stock of the Company on September 17, 2004.

(H)	Mr. Richard Fates

(a)-(b)

See cover page.

(c)

Mr. Fates made no purchases or sales of Common Stock in the last 60 days except for the sale on September 17, 2004 of 500 shares for $33.25 per share (total proceeds of $16,625).

(e)

Ceased to own more than 5% of the total outstanding Common Stock of the Company on September 17, 2004.

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 and appointment 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.

CUSIP No. 152418109

Page 15 of 17 Pages

As noted in Item 4, the Group, Company and Bank entered into the Agreement, attached as Exhibit 16 to this filing, and the settlement agreement dated August 4, 2003 (Exhibit 15).

Other than the foregoing agreements and the Joint Filing Agreement filed as Exhibit 1 to this filing, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Company.

Item 7. Material to be Filed as Exhibits

No.

Description

Joint Filing Agreement.*

Letter from The PL Capital Group to the Company, dated July 31, 2001.*

Letter from The PL Capital Group to the Company, dated October 25, 2001.*

Letter from The PL Capital Group to John Doherty and Joseph Doherty, dated February 7, 2002.*

Letter from The PL Capital Group to John Doherty, Joseph Doherty and the Joseph Doherty Family Limited Partnership, dated February 22, 2002.*

Letter from Richard J. Lashley to Rhoda K. Astone, Secretary and Clerk of the Company, dated March 1, 2002.*

Letter from Richard J. Lashley to Rhoda K. Astone, Secretary and Clerk of the Company, dated May 22, 2002.*

Letter from Richard J. Lashley to Rhoda K. Astone, Secretary and Clerk of the Company, dated June 6, 2002.*

Letter from Richard J. Lashley to the Company, dated June 14, 2002.*

Letter from The PL Capital Group to shareholders of the Company, dated July 11, 2002.*

Complaint filed in the District of Massachusetts federal court on October 1, 2002.*

Shareholder Derivative Demand Letter from Richard Lashley and PL Capital to the Company's Board of Directors, dated January 16, 2003.*

Letter from Mr. Lashley and PL Capital to the Board of Directors of the Company, dated May 14, 2003.*

Letter from Richard J. Lashley to Rhoda K. Astone, Secretary and Clerk of the Company, dated July 2, 2003.*

Settlement Agreement by and between The PL Capital Group and the Company, dated August 4, 2003.*

Agreement by and between the PL Capital Group, Company and the Bank dated September 13, 2004.

*Filed with an earlier-filed version of this Schedule 13D.

CUSIP No. 152418109

Page 16 of 17 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: September 17, 2004

	FINANCIAL EDGE FUND, L.P.
	By: PL CAPITAL, LLC
	General Partner
	By: /s/ John Palmer	/s/ Richard Lashley
	John Palmer	Richard Lashley
	Managing Member	Managing Member
	FINANCIAL EDGE-STRATEGIC FUND, L.P.
	By: PL CAPITAL, LLC
	General Partner
	By: /s/ John Palmer	/s/ Richard Lashley
	John Palmer	Richard Lashley
	Managing Member	Managing Member
	PL CAPITAL, LLC
	By: /s/ John Palmer	/s/ Richard Lashley
	John Palmer	Richard Lashley
	Managing Member	Managing Member
	GOODBODY/PL CAPITAL, L.P.
	By: GOODBODY/PL CAPITAL, LLC
	General Partner
	By: /s/ John Palmer	/s/ Richard Lashley
	John Palmer	Richard Lashley
	Managing Member	Managing Member

CUSIP No. 152418109

Page 17 of 17 Pages

	GOODBODY/PL CAPITAL, LLC
	By: /s/ John Palmer	/s/ Richard Lashley
	John Palmer	Richard Lashley
	Managing Member	Managing Member

By: /s/ John Palmer
John Palmer

By: /s/ Richard Lashley
Richard Lashley

By: /s/ Richard Fates
Richard Fates

EX-99.16 2 cmw928a.htm STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of September 13, 2004 between Central Bancorp, Inc., a Massachusetts corporation (“Central Bancorp”), and the Central Co-operative Bank Employee Stock Ownership Trust (the “ESOP,” and together with Central Bancorp, the “Purchasers”), on the one hand, and PL Capital, LLC (“PL Capital”), Financial Edge Fund, L.P., Financial Edge-Strategic Fund, L.P., Goodbody/PL Capital, L.P., Goodbody/PL Capital, LLC, Richard Lashley, John W. Palmer and Richard J. Fates on the other hand (each a “Seller” and collectively, the “Sellers” or the “PL Capital Parties”) on behalf of themselves and their respective affiliates (the Purchasers and the PL Capital Parties together, collectively, the “Parties”).

WHEREAS, each PL Capital Party owns that number of the issued and outstanding shares of common stock, par value $1.00 per share (“Common Stock”), of Central Bancorp, set forth opposite his or its name on Schedule A hereto (such Seller’s “Contract Shares”);

WHEREAS, the Purchasers desire to purchase from the Sellers, and each Seller desires to sell to the Purchasers, all of such Seller’s Contract Shares on the terms and subject to the conditions set forth herein;

NOW THEREFORE, the Purchasers and the Sellers agree as follows:

1. Purchase and Sale of the Contract Shares

(a) Subject to the terms and conditions of this Agreement, including the accuracy of the representations and warranties set forth herein, the ESOP agrees to purchase from the Sellers, and the Sellers agrees to sell to the ESOP, 77,134 of such Sellers’ Contract Shares at the Closing (as defined below).

(b) Subject to the terms and conditions of this Agreement, including the accuracy of the representations and warranties set forth herein, Central Bancorp agrees to purchase from the Sellers, and the Sellers agree to sell to Central Bancorp, the remaining 77,134 of such Sellers’ Contract Shares at the Closing.

(d) At the Closing, each Seller shall deliver to the appropriate Purchaser, in a form and in a manner reasonably acceptable to each Purchaser, all of such Seller’s Contract Shares being sold at such time, free and clear of all liens, pledges, charges, equities, claims or other encumbrances, together with any further documents or instruments, including, if appropriate, stock powers duly endorsed in blank or stock transfer stamps affixed thereto, or certificates from broker-dealers previously holding liens on such shares or holding such shares for a Seller, reasonably requested by each Purchaser.

(e) At the Closing, the Purchaser purchasing Contract Shares from a Seller shall pay by wire transfer to each such Seller an amount equal to the Share Price multiplied by the number of such Seller’s Contract Shares being sold to such Purchaser.

2. The Closing

(a) The Closing shall occur as soon as practicable but not later than five days after satisfaction or waiver of all of the conditions set forth in Section 7 herein and shall be on such date and at such time and location as is mutually agreed by the Company and PL Capital.

(b) Upon payment by the Purchasers to each Seller of the Share Price for such Seller’s Contract Shares and delivery by each Seller of his or its Contract Shares to the Purchaser the Closing shall have occurred and the purchase and sale of the Sellers’ Contract Shares shall be deemed to be complete.

3. Standstill

The PL Capital Parties each agree that, for a period of time commencing at the Closing and continuing for five years following the Closing (the “Standstill Period”), they and their affiliates and associates (as defined in Rule 12b-2 promulgated pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) will not (and they will not assist or encourage others to), directly or indirectly, in any manner, without prior written approval of the Board of Directors of Central Bancorp:

(a) acquire, offer to acquire, solicit an offer to sell or agree to acquire directly or indirectly, alone or in concert with others, by purchase, gift or otherwise, any direct or indirect beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) or any direct or indirect interest in any securities or direct or indirect rights, warrants or options to acquire, or securities convertible into or exchangeable for (collectively, an “Acquisition”), any securities of Central Bancorp (“Securities”);

(b) make, or in any way participate in, directly or indirectly, alone or in concert with others, any “solicitation” of “proxies” to vote (as such terms are used in the proxy rules of the Securities and Exchange Commission promulgated pursuant to Section 14 of the Exchange Act) or seek to advise or influence in any manner whatsoever any person with respect to the voting of any voting securities of Central Bancorp;

(c) form, join or in any way participate in a “group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to any voting Securities of Central Bancorp;

(d) acquire, offer to acquire or agree to acquire, directly or indirectly, alone or in concert with others, by purchase, exchange or otherwise, (i) any of the assets, tangible and intangible, of Central Bancorp or (ii) direct or indirect rights, warrants or options to acquire any assets of Central Bancorp;

(e) arrange, or in any way participate, directly or indirectly, in any financing for the purchase of any Securities or securities convertible or exchangeable into or exercisable for any Securities or assets of Central Bancorp;

(f) otherwise act, alone or in concert with others to seek to offer to Central Bancorp or any of its stockholders any business combination, restructuring, recapitalization or similar transaction to or with Central Bancorp or otherwise seek, alone or in concert with others to control or change the management, board of directors or policies of Central Bancorp or nominate any person as a director of Central Bancorp who is not nominated by the then incumbent directors, or propose any matter to be voted upon by the stockholders of Central Bancorp; or

(g) announce an intention to do, or enter into any arrangement or understanding with others to do, any of the actions restricted or prohibited under clauses (a) through (f) of this Paragraph 2, or publicly announce or disclose any request to be excused from any of the foregoing obligations of this Paragraph 2.

4. Disclosure of This Agreement

The parties contemplate that PL Capital will file a Schedule 13D amendment attaching this Agreement, that Central Bancorp will file a Form 8-K attaching this Agreement and that there will be no other public comments (except as required by applicable SEC regulations) by the Parties regarding this Agreement other than a press release by Central Bancorp factually summarizing this Agreement and referring to the Form 8-K filing.

5. Representations and Warranties of Each Seller

The Sellers hereby represent and warrant, jointly and severally, to the Purchaser as of the date of this Agreement and the Closing:

(a) Each Seller has the requisite capacity, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.

(b) The execution and delivery of this Agreement by each Seller and the sale and delivery of the Contract Shares hereunder have been duly authorized by all necessary actions on the part of such Seller and any necessary third party (including any consultation, approval or other action by or with any other person or governmental entity), and will not conflict with or result in a breach or violation of any of the terms or provisions of its certificate of incorporation or by laws (if it is a corporation) or equivalent constituent documents or result in the breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which it is a party or by which it is bound or to which any of its properties or assets is subject, nor will any such action result in any violation of the provisions of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over it or its property.

(c) This Agreement has been duly executed and delivered by each Seller and constitutes a valid and binding obligation of such Seller, enforceable against the Seller in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (regardless of whether enforcement is sought in a proceeding in equity or at law).

(d) Each Seller has record and beneficial ownership of and good and valid title to such Seller’s Contract Shares, and such ownership and title are free and clear of all liens, pledges, charges, equities, claims or other encumbrances.

(e) Upon each delivery of the Contract Shares hereunder and payment therefor pursuant hereto, good and valid title to such Contract Shares, free and clear of all liens, pledges, charges, equities, claims and encumbrances, will pass to the Purchasers.

(f) Each Seller beneficially owns only those Common Shares identified as Contract Shares with respect to such Seller on Schedule A hereto, and such Seller does not hold or beneficially own any other securities of Central Bancorp other than such Contract Shares.

(g) Each Seller is not participating with any other person, other than the other Sellers, in any “group”, as such term is used in Rule 13D under the Exchange Act, with respect to any security of Purchaser.

(h) There is not pending or, to Seller’s knowledge, threatened against Seller any action, suit or proceeding at law or in equity before any court, tribunal, governmental body, agency or official or any arbitrator that might affect the legality, validity or enforceability against such Seller of this Agreement or such Seller’s ability to perform such Seller’s obligations hereunder.

(i) No person or entity acting on behalf or under the authority of Seller is or will be entitled to any broker’s, finder’s, or similar fee or commission in connection with the transactions contemplated by this Agreement.

6. Representations and Warranties of the Purchasers

Each Purchaser represents and warrants, solely for itself and not on behalf of or with respect to the other Purchaser, to each of the Sellers as of the date of this Agreement and the Closing as follows:

(a) Central Bancorp is duly organized and is validly existing under the laws of Massachusetts. The trust included in the ESOP is duly formed under the laws of the Commonwealth of Massachusetts and under the Employee Retirement Income Security Act of 1974, as amended.

(b) Purchaser has the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.

(c) Except for the regulatory review and ESOP lender consent contemplated by Paragraphs 7(a)(3) and (4) of this Agreement, the execution and delivery of this Agreement by each Purchaser has been duly authorized by all necessary actions on the part of such Purchaser and any necessary third party (including any consultation, approval or other action by or with any other person or governmental entity), and will not conflict with or result in a breach or violation of any of the terms or provisions of its articles of organization or bylaws, in the case of Central Bancorp, or plan or trust documents, in the case of the ESOP, or result in the breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which it is a party or by which it is bound or to which any of its properties or assets is subject, nor will any such action result in any violation of the provisions of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over it or its property.

(d) This Agreement has been duly executed and delivered by each Purchaser and constitutes a valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (regardless of whether enforcement is sought in a proceeding in equity or at law).

(e) There is not pending or, to each Purchaser’s knowledge, threatened against such Purchaser any action, suit or proceeding at law or in equity before any court, tribunal, governmental body, agency or official or any arbitrator that might affect the legality, validity or enforceability against it of this Agreement or its ability to perform its obligations hereunder.

(f) No person or entity acting on behalf or under the authority of each Purchaser is or will be entitled to any broker’s, finder’s, or similar fee or commission in connection with the transactions contemplated by this Agreement.

7. Conditions to the Obligations of Purchasers

(a) Conditions to the Obligations of Purchasers. The obligations of the respective Purchasers to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of the following conditions:

(1) Trust Preferred Offering. Central Bancorp shall have completed the offering and sale of at least $5.1 million in trust preferred securities.

(2) Regulatory Review. Any review of the transactions contemplated by this Agreement required under law, regulations or policies by regulatory authorities with jurisdiction over Central Bancorp, Central Cooperative Bank (the “Bank”), the ESOP and their affiliates shall have been completed, and no such regulatory authority shall have advised Central Bancorp, the Bank or the ESOP that it may not proceed to consummate the transactions contemplated by this Agreement.

(3) ESOP Lender Consent. Central Bancorp and the ESOP shall have obtained the written consent to the transactions contemplated by this Agreement from the lender with a loan presently outstanding to the ESOP (the “Lender”) pursuant to such Lender’s agreement, dated October 16, 2003, among Gregory W. Boulos and Paul E. Bulman as trustees of the ESOP trust, Central Bancorp and the Lender.

(4) Representations and Warranties. The representations and warranties of the PL Capital parties contained in Paragraph 5 of this Agreement shall be true and correct, in all material respects, on and as of the Closing with the same effect as though made on and as of the Closing.

(5) Director Resignations. Richard J. Lashley and Richard J. Fates shall have submitted letters resigning from all positions on the boards of directors and committees of the boards of directors of Central Bancorp and Central Cooperative Bank (the “Bank”), effective at the Closing.

(b) Conditions to the Obligations of Sellers. The obligations of the respective Sellers to consummate the transactions contemplated by this Agreement are subject to the satisfaction at or prior to the Closing of the following condition:

(1) Representations and Warranties. The representations and warranties of the Purchasers parties contained in Paragraph 6 of this Agreement shall be true and correct, in all material respects, on and as of the Closing with the same effect as though made on and as of the Closing.

8. Termination

This Agreement may be terminated at any time prior to the Closing (i) by mutual consent in writing of the Parties, (ii) by either the Purchasers on the one hand or the Sellers on the other hand in the event the Closing shall not have occurred within 60 days following the date of this Agreement, (iii) by the Purchasers in the event any of the conditions set forth in Paragraph 7(a) herein is not satisfied as of the Closing, or (iv) by the Sellers in the event the condition set forth in Paragraph 7(b) herein is not satisfied as of the Closing.

9. Non-Disparagement

During the Standstill Period, the PL Capital Parties agree not to disparage either of the Purchasers or any officers, directors (including director nominees) or employees of Central Bancorp or the Bank in any public forum, and the Purchasers agree not to disparage any of the PL Capital Parties or any officers or employees of PL Capital in any public forum.

10. Miscellaneous

(a) Entire Agreement. This Agreement constitutes the entire agreement and understanding among each of the Purchasers and each of the Sellers with respect to the subject matter hereof and supersedes all other prior agreements, understandings and arrangements, whether oral or written, among the parties hereto. Notwithstanding the preceding sentence, the Parties contemplate that the Agreement dated August 4, 2003 by and between the Central Bancorp Parties, as defined therein, and the PL Capital Parties shall remain in effect and shall continue in effect in accordance with its terms.

(b) Expenses. Each party hereto shall be responsible for and shall pay its own costs and expenses, including attorneys’ fees and accountants’ fees and expenses, incurred in connection with the negotiation, execution and delivery of this Agreement. Each Seller shall pay any transfer taxes imposed on transferors payable in connection with the sale of his or its Contract Shares to be sold by him or it hereunder.

(c) Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts applicable to contracts made and to be performed in such Commonwealth without regard to the conflict of law principles thereof.

(d) Successors and Assigns. This Agreement shall benefit and bind the successors and permitted assigns of the parties hereto. Any assignment of this Agreement by any party without the prior written consent of each of the other parties shall be void ab initio.

(e) Amendments. This Agreement may only be amended or modified by a written instrument signed by all of the Parties hereto.

(f) Waivers. No waiver of any provision of this Agreement by any party shall be deemed to be a continuing waiver of any provision of this Agreement by such party.

(g) Equitable Relief. The parties hereby expressly recognize and acknowledge that immediate, extensive and irreparable damage would result in the event the covenants and agreements in this Agreement are not specifically enforced. Therefore, in addition to, and not in limitation of, any other remedy available to the Purchasers and the Sellers, the respective rights of the Purchasers and Sellers and obligations of the Sellers and Purchasers, respectively, shall be enforceable in a court of equity by decree of specific performance and appropriate injunctive relief may be applied for and granted in connection therewith.

(h) Counterparts; Delivery. This Agreement may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement. Delivery may be effected via facsimile.

IN WITNESS WHEREOF, the Purchaser and each Seller have executed this Agreement on the date set forth below.

Dated: September 13, 2004

For: PL Capital, LLC	For Central Bancorp, Inc.:
Financial Edge Fund, L.P.
Financial Edge-Strategic Fund, L.P.
Goodbody/PL Capital, L.P.	_____________________________________
Goodbody/PL Capital, LLC	By: John D. Doherty
	President
_____________________________________	For the Central Co-operative Bank
By: Richard Lashley	Employee Stock Ownership Trust:
Managing Member
	_____________________________________
	By: Gregory W. Boulos, Trustee
_____________________________________
By: John W. Palmer
Managing Member
	_____________________________________
	By: Paul E. Bulman, Trustee
For Richard Lashley:
_____________________________________
Richard Lashley
For John W. Palmer:
_____________________________________
John W. Palmer
For Richard J. Fates:
_____________________________________
Richard J. Fates

Schedule A


Name of Seller	No. of Contract Shares Owned
PL Capital, LLC	0
Financial Edge Fund, L.P.	113,900
Financial Edge-Strategic Fund, L.P.	27,100
Goodbody/PL Capital, L.P.	12, 168
Goodbody/PL Capital, LLC	0
Richard Lashley	600
John W. Palmer	0
Richard J. Fates	500

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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20552

SCHEDULE 13D

Item 1. Security and Issuer

Item 2. Identity and Background

Item 3. Source and Amount of Funds or Other Consideration

Item 4. Purpose of Transaction

Item 5. Interest in Securities of the Company

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company.

Item 7. Material to be Filed as Exhibits

SIGNATURES

5. Representations and Warranties of Each Seller

8. Termination

9. Non-Disparagement

Schedule A

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20552