-----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, EUse2Z0SsMb1JkfkvatxpCErnag3L7Cp5QCII+Yo5cTOJDchqxh0k3JafyA3+kc2 vnDe9qaGv9r3EaBYBVcEDA== 0000904280-02-000173.txt : 20020724 0000904280-02-000173.hdr.sgml : 20020724 20020724162233 ACCESSION NUMBER: 0000904280-02-000173 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020724 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: 02709930 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: DOHERTY JOHN D CENTRAL INDEX KEY: 0001114577 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: CENTRAL BANCORP INC STREET 2: 399 HIGHLAND AVENUE CITY: SOMERVILLE STATE: MA ZIP: 02144 BUSINESS PHONE: 6176284000 SC 13D/A 1 schedule13dam1-doherty1508.txt AMENDMENT NO. 1 TO SCHEDULE 13D (JOHN DOHERTY) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* CENTRAL BANCORP, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $1.00 PER SHARE - -------------------------------------------------------------------------------- (Title of Class of Securities) 152418 10 9 -------------- (CUSIP Number) JOHN D. DOHERTY CENTRAL BANCORP, INC. 399 HIGHLAND AVENUE SOMERVILLE, MA 02144 (617) 628-4000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) NA - -------------------------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 230.13d-1(f) or 240.13d-1(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss. 240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 8 pages - -------------------------------------------------------------------------------- CUSIP NO. 152418 10 9 13D PAGE 2 OF 8 PAGES - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS: JOHN D. DOHERTY I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) NOT APPLICABLE - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INTRUCTIONS) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INTRUCTIONS0 PF, OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES OF AMERICA - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 128,869 SHARES ------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER 12,661 OWNED BY ------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER 128,869 REPORTING ------------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER 12,661 WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 141,530 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CUSIP NO. 152418 10 9 13D PAGE 3 OF 8 PAGES - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS: JOSEPH R. DOHERTY I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) NOT APPLICABLE - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES OF AMERICA - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 60,675 SHARES ------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY ------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER 60,675 REPORTING ------------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER 0 WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 60,675 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 3.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CUSIP NO. 152418 10 9 13D PAGE 4 OF 8 PAGES - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS: JOSEPH R. DOHERTY FAMILY LIMITED PARTNERSHIP, L.P. I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) NOT APPLICABLE - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 0 SHARES ------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER 60,675 OWNED BY ------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING ------------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER 60,675 WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 60,675 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN - -------------------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER This statement on Schedule 13D relates to the common stock, $1.00 par value (the "Common Stock") of Central Bancorp, Inc., 399 Highland Avenue, Somerville, Massachusetts 02144 (the "Issuer"). ITEM 2. IDENTITY AND BACKGROUND (a) The names of the persons filing this statement are John D. Doherty, Joseph R. Doherty and the Joseph R. Doherty Family Limited Partnership, L.P. (the "FLP" and collectively, the "Reporting Persons"). (b) The Reporting Persons' business addresses are each 399 Highland Avenue, Somerville, Massachusetts 02144. (c) John D. Doherty's principal occupation is President and Chief Executive Officer of the Issuer. Joseph R. Doherty's principal occupation is Chairman of the Board of the Issuer. (d) During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Reporting Persons 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) John D. and Joseph R. Doherty are citizens of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Joseph R. Doherty has acquired 60,675 shares with $1,055,222 of his own funds. Such shares have been transferred to the FLP of which Joseph R. Doherty is the general partner. John D. Doherty has acquired 65,537 shares with $54,079 of his own funds and $1,142,360 in funds borrowed from Joseph R. Doherty pursuant to a demand promissory note which has been reduced in principal amount to $1,062,360. In addition, John D. Doherty acquired 37,693 shares by gift from Joseph R. Doherty and has 12,661 shares allocated to his account in the Central Co-operative Bank Employee Stock Ownership Plan ("ESOP") for which he was not required to pay monetary consideration. ITEM 4. PURPOSE OF TRANSACTION This Statement on Schedule 13D is being filed by the Reporting Persons solely to avoid the vexatious and wasteful litigation that has been threatened by the PL Capital LLC in their letter attached as Exhibit 1 hereto. Page 5 of 8 The Reporting Persons specifically disclaim that they are a group for purposes of Section 13(d) of the Securities Exchange Act of 1934 and specifically confirm that they have not acquired any securities for the purpose, or with the effect, of changing or influencing the control of the Issuer, or in connection with or as a participant in any transaction having that purpose or effect. The shares of Common Stock beneficially owned by the Reporting Persons are being held for investment. From time to time, the Reporting Persons may acquire additional shares through the reinvestment of dividends and, depending on market conditions, open market purchases. For estate planning purposes, Joseph R. Doherty intends to transfer shares owned by him to the FLP and may make inter vivos transfers of shares and limited partnership interests in the FLP to John D. Doherty. John D. Doherty may also acquire beneficial ownership of shares allocated to his account in the ESOP and upon future grants of options under the 1999 Option Plan. Because John D. and Joseph R. Doherty are father and son, they are presumed under Federal Reserve Board regulations to be "acting in concert" for purposes of the Change in Bank Control Act. Federal Reserve Board regulations implementing the Change in Bank Control Act generally prohibit acquisitions of more than 10% of shares of a bank holding company by any persons or persons acting in concert without prior notice to the Federal Reserve Board. The Reporting Persons do not believe that the Federal Reserve Board presumptions would cause them to be deemed a group for purposes of Section 13(d) of the Securities Exchange Act of 1934 or for any other purpose. The Dohertys jointly, and John D. Doherty individually, have filed Change in Bank Control Notices with the Federal Reserve Board and have been cleared to increase their combined ownership and John D. Doherty's individual ownership to up to 20% of the Issuer's outstanding stock. Because the FLP is presumed to be acting in concert with Joseph R. Doherty as its general partner, the FLP has filed and received clearance of a Notice of Change in Bank Control provided that its ownership does not cause the aggregate ownership of the Dohertys to exceed 20%. The Federal Reserve Board has also determined that the FLP is a "qualified family partnership" for purposes of the Bank Holding Company Act of 1956. Except as provided above or except in their official capacities as directors and executive officers of the Issuer, none of the Reporting Persons have any present plans or proposals, either individually or in their capacities as trustees or executors which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies on the Board of Directors; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any material change in the Issuer's charter, bylaws, or instruments corresponding thereto or other action which may impede the acquisition or control of the Issuer by any person: (g) any change in the Issuer's business or corporate structure; (h) causing a class of securities of the Issuer to be de-listed form a national securities exchange or to cease to be authorized or quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g) (4) of the Securities and Exchange Act of 1934; or (j) any action similar to any of those enumerated above. Page 6 of 8 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) John D. Doherty beneficially owns 141,530 shares of the Common Stock representing 8.5% of the shares of Common Stock outstanding. The FLP beneficially owns 60,675 shares of the Common Stock representing 3.7% of the shares of Common Stock outstanding. As general partner of the FLP, Joseph R. Doherty may be deemed to have voting and dispositive power over the shares held by the FLP. (b) John D. Doherty has sole voting and dispositive power over 128,869 shares of the Common Stock and has shared voting and dispositive power over 12,661 shares allocated to his account in the ESOP. As sole general partner of the FLP, Joseph R. Doherty has sole voting and dispositive power over 60,675 shares of the Common Stock held by the FLP. (c) During the last 60 days, the Reporting Persons have effected the following transactions in the Common Stock:
Date of Price Nature of Name Transaction Amount Per Share Transaction - ---- ----------- ------ --------- ------------ John D. Doherty 7/11/02 12,573 $16.625 Option Exercise John D. Doherty 7/11/02 13,066 $20.25 Option Exercise
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE ISSUER Other than the Joint Filing Agreement attached as Exhibit 2, the Demand Promissory Note from John D. Doherty to Joseph R. Doherty attached as Exhibit 3 and the Joseph R. Doherty Family Limited Partnership Agreement attached as Exhibit 4 or as otherwise disclosed herein, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) among the Reporting Persons or between any of the Reporting Persons and any other person with respect to the securities of the Issuer. ITEM 7. MATERIAL REQUIRED TO FILED AS EXHIBITS The following exhibits are filed with this statement on Schedule 13D: 1. Letter, dated February 22, 2002, from Richard Lashley to John D. Doherty, Joseph R. Doherty, and the Joseph R. Doherty Family Limited Partnership, L.P. * 2. Joint Filing Agreement among the Reporting Persons * 3. Demand Promissory Note 4. Joseph R. Doherty Family Limited Partnership Agreement * - --------- * Previously filed. Page 7 of 8 SIGNATURE 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: July 22, 2002 /s/ John D. Doherty ---------------------------------- John D. Doherty Date: July 22, 2002 /s/ Joseph R. Doherty ---------------------------------- Joseph R. Doherty Date: July 22, 2002 Joseph R. Doherty Family Limited Partnership, L.P. By:/s/ Joseph R. Doherty ---------------------------------- Joseph R. Doherty General Partner EX-99 3 schedule13dam1ex3-doherty.txt EXHIBIT 3 - DEMAND PROMISSORY NOTE EXHIBIT 3 DEMAND PROMISSORY NOTE - AMENDED Loan Amount $1,062,360 Amended and Effective: May 13, 2002 FOR VALUE RECEIVED, JOHN D. DOHERTY, having an address of 399 Highland Avenue, Somerville, MA 02144 (the "Maker"), hereby promises to pay to JOSEPH R. DOHERTY, of 399 Highland Avenue, Somerville, MA 02144, (the "Payee") the principal sum of ONE MILLION, SIXTY TWO THOUSAND THREE HUNDRED SIXTY DOLLARS ($1,062,360), together with simple interest /1/ on the outstanding balance thereon, at FOUR DECIMAL NINE EIGHT PERCENT (4.98%) per annum, in quarterly payments. Principal is payable on demand. Interest is due and payable in arrears within five business days after the close of each calendar quarter (June 30, September 30, December 31 and March 31) until the full principal balance and all accrued interest has been paid. Quarterly payments shall be calculated as one-fourth the simple interest rate times the end-of-quarter Loan Amount adjusted as to date and amount for changing during the period. 1. Prepayment. The Maker shall have the right to prepay this Note at any ---------- time, in full or in part, without premium or penalty. Any partial prepayments shall be credited against the outstanding installments of principal then due under the terms of this Note in the inverse order of their maturity. Each payment, whether designated as principal or interest, shall be applied first to accrued interest to the date of receipt of the payment, and the balance, if any, to principal. 2. Default and Acceleration. This Note shall be in default if the Maker ------------------------- (a) fails to make payment of any installment, and thirty (30) days elapse following receipt of written notice of such failure from the Payee; (b) becomes insolvent; (c) commits any act of bankruptcy; (d) makes a general assignment for the benefit of creditors; or (e) if any proceedings is instituted against the Maker for relief under any bankruptcy or insolvency law, and is not dismissed or otherwise disposed of within sixty (60) days. In the event that any of the aforementioned events of default by the Maker occurs, all of the then unpaid of the Note with accrued interest at the option of the Payee shall - -------- /1/ Applicable Federal Rate, per IRS Rev. Rul. 86-17 adjusted annually in July. immediately become due and payable 30 days following receipts by the Maker of written notice of the default from the Payee. 3. Collection. Following the occurrence of any default by the Maker under ---------- this Note not cured within applicable grace periods, if, in the Payee's sole discretion, it becomes necessary to initiate court proceedings in connection with the enforcement, payment or collection of this Note, the Maker shall pay and be obligated for the payment of all costs, expenses and reasonable attorney's fees incurred in connection therewith. 4. Waiver. The Maker waives presentment for payment, demand, notice or ------ dishonor and protest by the Payee of this Note. No delay or omission of the holder in exercising any right or remedy shall constitute a waiver of any such right or remedy. 5. Place Where Payable. Payments shall be made by check in readily --------------------- available funds as provided herein to the Payee at the Payee's address stated below or at such other place as the Payee shall designate. 6. Change of Address. The Maker will immediately notify the Payee in ------------------ writing of any change in the Maker's address. 7. Assigns. All of the covenants and agreements in this Note by or on ------- behalf of the Makers shall bind their successors and assigns. 8. Applicable Law. This Note shall be construed according to and governed -------------- by the laws of the State of Massachusetts. IN WITNESS WHEREOF, this Note has been executed and delivered on the date set forth above by the undersigned. /s/ John D. Doherty ---------------------------------------- John D. Doherty 399 Highland Street Somerville, Massachusetts 02144 -----END PRIVACY-ENHANCED MESSAGE-----