-----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, UZMY+O0dAokO+EF837eSt40mGU08JJ5Gk2trdp7fIVnLshgnfkHFrAhwF6wT/j/f NNNxyaPSMzRt56jXLH8Eow== /in/edgar/work/20000608/0000904280-00-000143/0000904280-00-000143.txt : 20000919 0000904280-00-000143.hdr.sgml : 20000919 ACCESSION NUMBER: 0000904280-00-000143 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000522 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000608 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL BANCORP INC /MA/ CENTRAL INDEX KEY: 0001076394 STANDARD INDUSTRIAL CLASSIFICATION: [6022 ] IRS NUMBER: 043447594 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-25251 FILM NUMBER: 651566 BUSINESS ADDRESS: STREET 1: 399 HIGHLAND AVENUE CITY: SOMERVILLE STATE: MA ZIP: 01144 BUSINESS PHONE: 6176284000 MAIL ADDRESS: STREET 1: 399 HIGHLAND AVENUE CITY: SOMERVILLE STATE: MA ZIP: 01144 8-K 1 0001.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2000 CENTRAL BANCORP, INC. - ----------------------------------------------------------- (Exact name of registrant as specified in its charter) Massachusetts 0-25251 04-3447594 - ---------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. employer of incorporation) file number) identification no.) 399 Highland Avenue, Somerville, Massachusetts 02144 - ---------------------------------------------------------------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code:(617)628-4000 ------------- Not applicable - ---------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS - --------------------- On May 22, 2000, the Registrant announced that it was commencing its third open-market stock repurchase program to purchase up to 88,903 shares of the Registrant's common stock, which represents approximately 5% of the shares to be outstanding. For further information, reference is made to the Registrant's press release dated May 22, 2000, which is attached hereto as Exhibit 99, and incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS - -------------------------------------------------------------- The following is a list of exhibits filed with this Current Report on Form 8-K. Exhibit No. Description ----------- ----------- 99 Press Release SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly author- ized. CENTRAL BANCORP, INC. Date: May 22, 2000 By: /s/ John D. Doherty ---------------------------- John D. Doherty President EX-99 2 0002.txt NEWS RELEASE CENTRAL BANCORP Central Bancorp, Inc. www.centralbk.com 399 Highland Avenue Somerville, MA 02144 CONTACT: Gladys N. Partamian FOR RELEASE: Immediately Vice President (617) 628-4000 CENTRAL BANCORP REPORTS FISCAL YEAR EARNINGS INCREASE OF 24.3% AND PROGRESS OF STOCK REPURCHASE PROGRAM SOMERVILLE, MASSACHUSETTS, April 26, 2000 -- Central Bancorp, Inc., (NASDAQ National Market: CEBK) today reported net income of $802,000, or 44 cents per diluted share, for the three months ended March 31, 2000, compared to the net income of $776,000, or 40 cents per diluted share, for the corresponding period of the previous year. For the fiscal year ended March 31, 2000, the Company's reported net income after the cumulative effect of a change in accounting principle was $3,333,000, or $1.77 per diluted share, compared to net income of $2,682,000, or $1.38 per diluted share, for the fiscal year ended March 31, 1999 -- representing an increase of 24.3%. The Company also announced that during the quarter ended March 31, 2000, it had repurchased 61,200 shares under the previously announced buyback program authorized by the Board of Directors. This brings the total shares repurchased during the fiscal year to 159,500, at an average cost of $19.07 per share, which represents 8.1% of the common stock issued. The Company plans to acquire additional shares in the months ahead in accordance with the announced buyback program. The improved performance for the 2000 quarter compared to the same period in 1999 reflects an increase of $506,000 in net interest and dividend income, primarily as a result of increased income from a higher level of loans and investment securities, which was partially offset by higher interest expense. Additionally, Salaries and Employee Benefits and Professional Fees were impacted by expenses associated with the implementation of a tax-savings strategy. (continued) Central Bancorp, Inc. Page 2 of 3 For the fiscal year, net interest and dividend income improved by $1,428,000, mainly due to the increase in loan income and lower interest expense that was a result of an asset- liability management strategy to fund some of this year's growth. In addition, as previously reported, the June 30, 1999, quarterly results included a one-time charge of $234,000, net of taxes, for costs associated with the establishment on January 8, 1999, of Central Bancorp, Inc., as the holding company for Central Bank. This charge represented the balance of unamortized organization costs outstanding as of April 1, 1999, that were required to be written off in accordance with a new accounting rule regarding reporting costs of organization activities. Excluding this cumulative effect of change in accounting principle, Central Bancorp's net income for the fiscal year ended March 31, 2000, was $3,567,000, or $1.89 per diluted share. Between March 31, 1999 and March 31, 2000, the Company's total loans and assets grew to $320,013,000 and $409,557,000, representing increases of 14% and 12%, respectively. Central Bancorp, Inc., is the holding company for Central Bank, whose legal name is Central Co-operative Bank, a Massachusetts-chartered co-operative bank operating eight full- service banking offices in suburban Boston. (See accompanying tables.) Central Bancorp, Inc. Page 3 of 3 CENTRAL BANCORP, INC. Consolidated Operating Data (In Thousands, Except Per-Share Data)
Quarterly Ended Year Ended March 31, March 31, ----------------------------------- 2000 1999 2000 1999 ----------------------------------- (Unaudited) Net interest and dividend income $3,492 $2,986 $13,375 $11,947 Non-interest income 337 491 1,669 1,368 Operating expenses 2,596 2,121 9,345 8,773 ------------------------------------ Income before income taxes 1,233 1,356 5,699 4,542 Income tax expense 431 580 2,132 1,860 ------------------------------------ Net income before cumulative effect of change in accounting principle 802 776 3,567 2,682 Cumulative effect of change in accounting principle, net of taxes -- -- (234) -- ------------------------------------ Net income $ 802 $ 776 $3,333 $2,682 ====== ===== ====== ====== Earnings per common share before cumulative effect of change in accounting principle $ 0.44 $0.40 $ 1.90 $ 1.38 ====== ===== ====== ====== Earnings per common share before cumulative effect of change in accounting principle - assuming dilution $ 0.44 $0.40 $ 1.89 $ 1.38 ====== ===== ====== ====== Earnings per common share after cumulative effect of change in accounting principle $ 0.44 $0.40 $ 1.77 $ 1.38 ====== ===== ====== ====== Earnings per common share after cumulative effect of change in accounting principle - assuming dilution $ 0.44 $0.40 $ 1.77 $ 1.38 ====== ===== ====== ======
CENTRAL BANCORP INC. Consolidated Balance Sheet Data (In Thousands)
March 31, ----------------------- 2000 1999 ----------------------- (UNAUDITED) Total assets $409,557 $364,696 Total loans 320,013 280,346 Allowance for loan losses 2,993 2,913 Deposits 258,339 266,463 Borrowings 111,000 57,000 Stockholders' equity 37,397 38,742
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