-----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, WJWL94GutLzjKFsNgZSOjK3bPjU2fUCMLNZnsXe2HRrV+hkfQKwP5wV8Xn+rqaNf 4ovQ5mK7Aec6F7jQhQ6A0A== 0000904280-02-000206.txt : 20020920 0000904280-02-000206.hdr.sgml : 20020920 20020920144809 ACCESSION NUMBER: 0000904280-02-000206 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020920 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: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-25251 FILM NUMBER: 02768741 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 DEFA14A 1 proxymaterials4-1508.txt ADDITIONAL PROXY SOLICITING MATERIALS - CENTRAL SCHEDULE 14A INFORMATION (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ___) Filed by the Registrant [x] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ]Preliminary Proxy Statement [ ]Confidential, for Use of the [ ]Definitive Proxy Statement Commission Only (as permitted [X]Definitive Additional Materials by Rule 14a-6(e)(2)) [ ]Soliciting Material Under Rule 14a-12 CENTRAL BANCORP, INC. - -------------------------------------------------------------------------------- (Name of Registrant as Specified in Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): [x] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1. Title of each class of securities to which transaction applies: ----------------------------------------------------------------------- 2. Aggregate number of securities to which transaction applies: ----------------------------------------------------------------------- 3. Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): ----------------------------------------------------------------------- 4. Proposed maximum aggregate value of transaction: ----------------------------------------------------------------------- 5. Total fee paid: ----------------------------------------------------------------------- [ ] Fee paid previously with preliminary materials:___________________________ [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1. Amount Previously Paid: ----------------------------------------------------------------------- 2. Form, Schedule or Registration Statement No.: ----------------------------------------------------------------------- 3. Filing Party: ----------------------------------------------------------------------- 4. Date Filed: ----------------------------------------------------------------------- [Central Bancorp Logo] September 20, 2002 ISS RECOMMENDS A VOTE ON THE WHITE PROXY CARD FOR THE BOARD'S NOMINEES ----- Dear Fellow Stockholder: Institutional Shareholder Services, Inc., widely recognized as the leading independent proxy advisory firm in the nation has recommended a vote on the WHITE proxy card FOR the Board's nominees, Marat Santini, John Gilgun and Paul Bulman rather than for PL Capital's nominees. o ISS RECOGNIZED THE QUALIFICATIONS OF OUR NOMINEES: "[I]t is essential that the company have board members that understand the community in which they are serving." O ISS RECOGNIZED OUR SUPERIOR PERFORMANCE: "A major issue raised by the dissidents is the Company's ability to survive in a competitive landscape. However, the Company's overall performance especially over the last year seems to refute these claims." O ISS RECOGNIZED YOUR BOARD'S LEADERSHIP: "Despite an economic downturn over the last two years, shareholders have not suffered but have in fact thrived under the incumbent board leadership." Your Board and Management are extremely pleased that ISS has given its support to our nominees. ISS listened to both sides and concluded that its institutional investor clients should vote for the Board's nominees. ISS' recommendation should be considered by any stockholder looking for the judgment of a knowledgeable, neutral party to guide their vote. Please vote for the Board's three nominees on the WHITE proxy card today! DO NOT RETURN PL CAPITAL'S GREEN PROXY CARD. USE ONLY THE BOARD'S WHITE PROXY --- CARD! A "WITHHOLD AUTHORITY" vote on the PL Capital Group's Green proxy card is not a vote for the Board's nominees. If you voted on a Green proxy card BUT WISH TO SUPPORT YOUR COMPANY'S NOMINEES, please sign, date and mail the enclosed WHITE proxy card in the postage-paid envelope provided as soon as possible. Sincerely, /s/ John D. Doherty John D. Doherty YOUR VOTE IS IMPORTANT 1. The Board of Directors urges you to DISCARD the GREEN proxy card recently sent to you by the PL Capital Group. A "WITHHOLD AUTHORITY" vote on the PL Capital Group's Green proxy card is not a vote for the Board's nominees. To vote FOR your Company's nominees you MUST execute a WHITE proxy card. 2. If you voted on a Green proxy card BUT WISH TO SUPPORT YOUR COMPANY'S NOMINEES, please sign, date and mail the enclosed WHITE proxy card in the postage-paid envelope provided as soon as possible. 3. Remember - ONLY YOUR LATEST DATED PROXY WILL DETERMINE HOW YOUR SHARES ARE TO BE VOTED AT THE MEETING. 4. If any of your shares are held in the name of a bank, broker or other nominee, please contact the party responsible for your account and direct them to vote your shares for your Company's nominees on the WHITE proxy card. 5. For assistance in voting your shares, or for further information, please contact our proxy solicitor: - -------------------------------------------------------------------------------- | [GEORGESON SHAREHOLDER LOGO] | | | | | | 17 State Street, 10th Floor | | New York, NY 10004 | | (866) 367-5518 (Toll Free) | | | | Banks and Brokerage Firms please call collect: | | (212) 440-9800 | - -------------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----