-----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, KI6r6W/si4LizoVsp5H97KEHWzeZGVCTm6C3Gx/xBS8TD6XHnuKrvy6VwFbtrLnc JL00G8zwagWDI+V51+AouQ== 0000909654-09-000183.txt : 20090217 0000909654-09-000183.hdr.sgml : 20090216 20090217113835 ACCESSION NUMBER: 0000909654-09-000183 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090217 DATE AS OF CHANGE: 20090217 GROUP MEMBERS: EDWARD F. SWEENEY, JR. GROUP MEMBERS: JAMES F. LINNEHAN GROUP MEMBERS: RAYMOND L. MANNOS FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL COOPERATIVE BANK EMPLOYEE STOCK OWNERSHIP PLAN CENTRAL INDEX KEY: 0001079147 STATE OF INCORPORATION: MA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 399 HIGHLAND AVENUE CITY: SOMERVILLE STATE: MA ZIP: 01144 MAIL ADDRESS: STREET 1: 399 HIGHLAND AVENUE CITY: SOMERVILLE STATE: MA ZIP: 01144 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: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55695 FILM NUMBER: 09608722 BUSINESS ADDRESS: STREET 1: 399 HIGHLAND AVENUE CITY: SOMERVILLE STATE: MA ZIP: 02144 BUSINESS PHONE: 6176284000 MAIL ADDRESS: STREET 1: 399 HIGHLAND AVENUE CITY: SOMERVILLE STATE: MA ZIP: 02144 SC 13G/A 1 central13gafeb-09.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 11)(1) CENTRAL BANCORP, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - -------------------------------------------------------------------------------- (Title of Class of Securities) 152418 10 9 - -------------------------------------------------------------------------------- (CUSIP Number) DECEMBER 31, 2008 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: /X/ Rule 13d-1(b) /X/ Rule 13d-1(c) /_/ Rule 13d-1(d) - -------------------------- (1) 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 9 pages - -------------------------------------------------------------------------------- CUSIP NO. 152418 10 9 13G/A PAGE 2 OF 9 PAGES - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS: CENTRAL CO-OPERATIVE BANK EMPLOYEE STOCK OWNERSHIP PLAN TRUST - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) /_/ (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION COMMONWEALTH OF MASSACHUSETTS - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 202,499 (1) NUMBER OF SHARES -------------------------------------------------------- BENEFICIALLY OWNED BY 6 SHARED VOTING POWER 192,123 (2) EACH REPORTING -------------------------------------------------------- PERSON WITH 7 SOLE DISPOSITIVE POWER 394,622 -------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 394,622 - -------------------------------------------------------------------------------- 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES /_/ - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 24.1%(3) - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON EP - -------------------------------------------------------------------------------- (1) Consists of unallocated shares held by the Central Co-operative Bank Employee Stock Ownership Plan (ESOP"). The unallocated shares held by the ESOP are voted by the ESOP trustees in the same proportion as allocated shares for which the trustees receive voting instructions from ESOP participants. (2) Consists of shares allocated to the accounts of ESOP participants. These allocated shares are voted in accordance with the instructions of the individual ESOP participants. (3) Based on 1,639,951 shares outstanding as of December 31, 2008. - -------------------------------------------------------------------------------- CUSIP NO. 152418 10 9 13G/A PAGE 3 OF 9 PAGES - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS: JAMES F. LINNEHAN - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) /_/ (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES OF AMERICA - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 134 (1) NUMBER OF SHARES -------------------------------------------------------- BENEFICIALLY OWNED BY 6 SHARED VOTING POWER 0 EACH REPORTING -------------------------------------------------------- PERSON WITH 7 SOLE DISPOSITIVE POWER 134 (1) -------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 134 (1) - -------------------------------------------------------------------------------- 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES /_/ - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% (2) - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- (1) The amount reported excludes 202,499 unallocated and 192,123 allocated ESOP shares which the reporting person may be deemed to beneficially own due to the reporting person's service as a trustee of the ESOP. The unallocated shares held by the ESOP are voted by the ESOP trustees in the same proportion as allocated shares for which the trustees receive voting instructions from ESOP participants. Allocated ESOP shares are voted by the ESOP trustees in accordance with voting instructions received from the individual ESOP participants. If participants do not provide voting instructions, the trustees vote the allocated shares proportionately with those allocated shares for which voting instructions are received. The reporting person disclaims any beneficial ownership interest in the shares held by the ESOP. (2) Based on 1,639,951 shares outstanding as of December 31, 2008. - -------------------------------------------------------------------------------- CUSIP NO. 152418 10 9 13G/A PAGE 4 OF 9 PAGES - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS: EDWARD F. SWEENEY, JR. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) /_/ (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES OF AMERICA - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER 101 (1) SHARES BENEFICIALLY -------------------------------------------------------- OWNED BY EACH 6 SHARED VOTING POWER 0 REPORTING PERSON -------------------------------------------------------- WITH 7 SOLE DISPOSITIVE POWER 101 (1) -------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 101 (1) - -------------------------------------------------------------------------------- 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES /_/ - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% (2) - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- (1) The amount reported excludes 202,499 unallocated and 192,123 allocated ESOP shares which the reporting person may be deemed to beneficially own due to the reporting person's service as a trustee of the ESOP. The unallocated shares held by the ESOP are voted by the ESOP trustees in the same proportion as allocated shares for which the trustees receive voting instructions from ESOP participants. Allocated ESOP shares are voted by the ESOP trustees in accordance with voting instructions received from the individual ESOP participants. If participants do not provide voting instructions, the trustees vote the allocated shares proportionately with those allocated shares for which voting instructions are received. The reporting person disclaims any beneficial ownership interest in the shares held by the ESOP. (2) Based on 1,639,951 shares outstanding as of December 31, 2008. - -------------------------------------------------------------------------------- CUSIP NO. 152418 10 9 13G/A PAGE 5 OF 9 PAGES - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS: RAYMOND L. MANNOS - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) /_/ (b) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES OF AMERICA - -------------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER 0 (1) SHARES BENEFICIALLY --------------------------------------------------------- OWNED BY EACH 6 SHARED VOTING POWER 0 REPORTING PERSON --------------------------------------------------------- WITH 7 SOLE DISPOSITIVE POWER 0 (1) --------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 (1) - -------------------------------------------------------------------------------- 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES /_/ - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- (1) The amount reported excludes 202,499 unallocated and 192,123 allocated ESOP shares which the reporting person may be deemed to beneficially own due to the reporting person's service as a trustee of the ESOP. The unallocated shares held by the ESOP are voted by the ESOP trustees in the same proportion as allocated shares for which the trustees receive voting instructions from ESOP participants. Allocated ESOP shares are voted by the ESOP trustees in accordance with voting instructions received from the individual ESOP participants. If participants do not provide voting instructions, the trustees vote the allocated shares proportionately with those allocated shares for which voting instructions are received. The reporting person disclaims any beneficial ownership interest in the shares held by the ESOP. ------------------------------ PAGE 6 OF 9 PAGES ------------------------------ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ITEM 1(a). NAME OF ISSUER. Central Bancorp, Inc. ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES. 399 Highland Avenue Somerville, Massachusetts 02144 ITEM 2(a). NAME OF PERSON(S) FILING. Central Co-operative Bank Employee Stock Ownership Plan (the "ESOP") and the following individuals who presently serve the trustees of the ESOP: James F. Linnehan, Edward F. Sweeney, Jr. and Raymond L. Mannos. Messrs. Linnehan, Sweeney and Mannos disclaim any beneficial ownership interest in the shares held by the ESOP. ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE. ESOP: Same as 1(b). James F. Linnehan: 338 Parker Street Lowell, Massachusetts 01851 Edward F. Sweeney, Jr.: 180 Adams Street Malden, Massachusetts 02148 Raymond L. Mannos: 195 Eliot Street Chestnut Hill, Massachusetts 02467 ITEM 2(c). CITIZENSHIP. See Row 4 of the second part of the cover page provided for each reporting person. ITEM 2(d). TITLE OF CLASS OF SECURITIES. Common Stock, par value $1.00 per share. ITEM 2(e). CUSIP NUMBER. 152418 10 9 ------------------------------ PAGE 7 OF 9 PAGES ------------------------------ ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: (f) /X/ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F) Items (a), (b), (c), (d), (e), (g), (h), (i), (j) and (k) are not applicable. This amended Schedule 13G is being filed on behalf of the ESOP identified in Item 2(a), filing under the Item 3(f) classification, and by each trustee of the trust established pursuant to the ESOP (the "ESOP Trust"), filing pursuant to Rule 13d-1(c). Exhibit A contains a description of the voting and dispositive powers over shares of the Issuer held directly by these entities. Each trustee of the ESOP Trust set forth in Exhibit A, although filing under the Item 3(f) classification because of their status as trustees of the ESOP, disclaims that he is acting in concert with, or is a member of a group consisting of, the other ESOP trustees. ITEM 4. OWNERSHIP. (a) AMOUNT BENEFICIALLY OWNED: See Row 9 of the second part of ------------------------- the cover page provided for each reporting person. (b) PERCENT OF CLASS: See Row 11 of the second part of the cover ---------------- page provided for each reporting person. (c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: See Rows 5, 6, -------------------------------------------- 7, and 8 of the second part of the cover page provided for each reporting person. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: /_/ ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Pursuant to Section 13.7 of the ESOP, the ESOP Committee has the power to direct the receipt of dividends on shares held in the ESOP Trust. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON. Not applicable. ------------------------------ PAGE 8 OF 9 PAGES ------------------------------ ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. This Schedule 13G/A is being filed on behalf of the ESOP identified in Item 2(a), which is filing under the Item 3(f) classification. Exhibit A contains a disclosure of the voting and dispositive powers over shares of the Issuer held by the ESOP Trust. Each trustee of the ESOP Trust set forth in Exhibit A, although filing under the Item 3(f) classification because of their status as trustees of the ESOP, disclaims that he is acting in concert with, or is a member of a group consisting of, the other ESOP trustees. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable. ITEM 10. CERTIFICATIONS. By signing below, each signatory in the capacity of an ESOP trustee certifies that, to the best of his knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. By signing below, each signatory in his individual capacity certifies that, to the best of his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. ------------------------------ PAGE 9 OF 9 PAGES ------------------------------ 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. CENTRAL CO-OPERATIVE BANK EMPLOYEE STOCK OWNERSHIP PLAN TRUST By Its Trustees: /s/ James F. Linnehan Date: February 17, 2009 - -------------------------------------------- James F. Linnehan, Trustee /s/ Edward F. Sweeney, Jr. Date: February 17, 2009 - -------------------------------------------- Edward F. Sweeney, Jr., Trustee /s/ Raymond L. Mannos Date: February 17, 2009 - -------------------------------------------- Raymond L. Mannos, Trustee /s/ James F. Linnehan Date: February 17, 2009 - ----------------------------------------------- James F. Linnehan, as an Individual Stockholder /s/ Edward F. Sweeney, Jr. Date: February 17, 2009 - ---------------------------------------------------- Edward F. Sweeney, Jr., as an Individual Stockholder EXHIBIT A --------- The trustees of the ESOP hold shares of common stock of the Issuer in trust for the benefit of employees participating in the ESOP. Pursuant to Section 13.6 of the ESOP, (i) the trustees vote common stock allocated to participant accounts in accordance with instructions by participants, (ii) shares of common stock of the Issuer which have not been allocated and allocated stock for which no voting direction has been received shall be voted by the trustees in the same proportion as participants direct the voting of allocated shares, and (iii) if no voting direction has been received as to allocated shares, Central Co-operative Bank, as the ESOP Committee, may direct the trustees as to the voting of all unallocated shares, and if the ESOP Committee gives no direction, the trustees shall vote such shares in their sole discretion. Pursuant to Section 13.3 of the ESOP, the trustees exercise investment discretion as directed by the ESOP Committee. However, the trustees must exercise voting and dispositive power with respect to the assets held by the ESOP, including common stock of the Issuer, in accordance with the fiduciary responsibility requirements imposed by Section 404 of the Employee Retirement Income Security Act of 1974, as amended. A majority vote of the trustees is required to exercise any voting or investment power over the shares held in the ESOP. The ESOP trustees and their beneficial ownership of the shares of common stock of the Issuer exclusive of responsibilities as an ESOP trustee or ESOP sponsor, as the case may be, are as follows (such ownership disregarded in reporting the ESOP's ownership within this Schedule 13G/A).
- ---------------------------------------------------------------------------------------------------------- DIRECT BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP AS AN NAME OF ISSUER COMMON STOCK ESOP PARTICIPANT - ---------------------------------------------------------------------------------------------------------- James F. Linnehan 134 0 - ---------------------------------------------------------------------------------------------------------- Edward F. Sweeney, Jr. 101 0 - ---------------------------------------------------------------------------------------------------------- Raymond L. Mannos 0 0 - ----------------------------------------------------------------------------------------------------------
The ESOP trustees expressly disclaim beneficial ownership of any shares held in the ESOP in which such person does not have a direct pecuniary interest. The ESOP trustees disclaim that he is acting in concert with, or is a member of a group consisting of, the other ESOP trustees. -----END PRIVACY-ENHANCED MESSAGE-----