-----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, FtHkUgdlQO5wJvpiqqbAM2groPdFBdxcdKnEUAco7HhQXIvBZp7CYOX0mHXLgUkX Vyj0qK+Mcz85ZpVjvcJQ4g== 0000904280-01-500051.txt : 20010807 0000904280-01-500051.hdr.sgml : 20010807 ACCESSION NUMBER: 0000904280-01-500051 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010801 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20010806 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25251 FILM NUMBER: 1698875 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 8-K 1 fm8k-1508_august2001.txt FORM 8-K ================================================================================ 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): August 1, 2001 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 - --------------------- Attached hereto as Exhibit 99 is a copy of a letter, dated August 1, 2001, from the Registrant's Senior Vice President, to Richard Lashley and other members of PL Capital - Archimedes Overseas, Ltd. Group (the "Group") responding to certain statements made by the Group. 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 Letter, dated August 1, 2001, to Richard Lashley and other members of the PL Capital -Archimedes Overseas, Ltd. Group 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 authorized. CENTRAL BANCORP, INC. Date: August 6, 2001 By: /s/ John D. Doherty ---------------------------------- John D. Doherty President EX-99 3 fm8k-1508ex99_august2001.txt EXHIBIT 99 - LETTER [LETTERHEAD OF CENTRAL BANCORP] August 1, 2001 Richard Lashley and other members of the PL Capital - Archimedes Overseas Ltd. Group c/o Guernsey Financial Services Commission La Plaiderie Chambers, La Plaiderie St. Peter Port, Guernsey Channel Islands, GY1 1WG and 40 Swiss Partner 23 Schanzengraben 8039 Zurich Switzerland and 20 East Jefferson Avenue Suite 22 Naperville, Illinois 60540 Dear PL Capital - Archimedes Overseas Group: Your July 31, 2001 letter is replete with self-serving inaccuracy. Be advised that we will not dignify with comment, and reject, each and every one of your statements in the entirety. By way of illustration only, we remind you: 1) The board of directors of Central Bancorp determined unanimously (that is, including its outside directors, not its management) that your group is an Adverse Person within the criteria stated in the Shareholder Rights Plan subject to 10% share ownership. That determination may be made at any time and serves the Company's stockholders' best interests; 2) Anyone joining with your group within the meaning of Section 13(d) of the Securities Exchange Act or Rule 13d-3 promulgated thereunder, such that together you and they collectively beneficially own 10% or more of the Company's shares will, with you, become subject to the voting and economic dilution of all such shares of Company stock. You and they need to know that. August 1, 2001 Page 2 3) The board of directors unanimously determined that this bank is not for sale, notwithstanding your group's margin loan financed publicly announced short-term Schedule 13D agenda. 4) You feign unhappiness with the bank's performance only having recently bought your shares for the purpose of raising a cry of "sell the bank." If you were truly unhappy with performance, you should never have bought, or should sell your shares, not the bank. 5) Your group chose to exceed the Massachusetts 5% "interested stockholder" threshold without first obtaining approval of the Company's directors. Accordingly, you will not be able, by reason of Massachusetts statute, to effect your announced plan for a merger of this Company with any entity for three years unless you obtain approval of such merger by 90% of shares not owned by you, including shares owned through an ESOP through which shares are confidentially voted sufficient that when voted in employees' best interest (and stockholders' best interest) would reject your plan outright. Central Bancorp's employees serve its communities daily, not Naperville, Illinois or the Channel Islands, and thereby serve all stockholders. At the annual meeting on July 26, 2001, I told you that I would meet you for as long as you desire, any time, any place, Naperville, Zurich, you name it. But don't attend an annual meeting, fail to speak, and then pretend that you were not given an opportunity to speak your mind at the meeting and also offered a meeting with me at length, any time, anywhere. Sincerely, /s/ William P. Morrissey William P. Morrissey Senior Vice President -----END PRIVACY-ENHANCED MESSAGE-----