SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant / /
Filed by a Party other than the Registrant /x/
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/x/ Soliciting Material Pursuant to ss. 240a-12
CENTRAL BANCORP, INC.
(Name of Registrant as Specified in Its Charter)
FINANCIAL EDGE FUND, LP
(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 0-11:
(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 as provided by Exchange Act
Rule 0-11(a)(2) and identify 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 No.:
(3) Filing Party:
(4) Date Filed:
PL CAPITAL LLC
20 East Jefferson Avenue 466 Southern Blvd.
Suite 22 Adams Building
Naperville, Illinois 60540 Chatham, New Jersey 07928
Tel: (630) 848-1340 Tel: (973) 360-1666
Fax: (630) 848-1342 Fax: (973) 360-1720
AN IMPORTANT MESSAGE
FOR FELLOW SHAREHOLDERS OF CENTRAL BANCORP, INC.
FROM THE PL CAPITAL GROUP
July 11, 2002
Dear Fellow Central Bancorp, Inc. Stockholder:
We need your support to help us elect the PL Capital Group's highly qualified
candidates to the Board of Directors of Central Bancorp at the upcoming Annual
Meeting, currently scheduled for September 30, 2002.
Why are we running for election to Central Bancorp's board? The PL Capital Group
is one of the largest shareholders of Central. We beneficially own 155,368
shares of Central Bancorp, Inc., approximately 9.5% of Central's outstanding
common stock. Our investment firm specializes in the banking industry, and we
have a track record of creating shareholder value in underperforming
banks/thrifts by placing independent candidates on the boards of the
banks/thrifts in which we invest.
Why does Central need board representatives nominated by outside shareholders
and not by the inside management of Central? The recent headlines about Enron,
WorldCom, Adelphia, Tyco, et. al. have all pointed to the need for public
company boards to be independent watchdogs of shareholders interests, not
insiders beholden to management for their continued service, perquisites and
compensation. We believe Central Bancorp's board is no different in its need.
Our candidates, Mr. Garrett Goodbody and Mr. Richard Fates, are independent and
highly qualified former banking industry senior executives who will aggressively
advocate for the best interests of you and other shareholders.
Over the past year, we have attempted to establish a constructive dialogue with
the CEO and board of Central Bancorp, with no success. Central Bancorp CEO John
Doherty has refused to even meet with us to discuss our concerns about Central
Bancorp's performance and prospects as an independent thrift operating in a
highly competitive marketplace. We think outside shareholders such as you, and
the PL Capital Group, should have a greater voice in deciding the direction of
Central Bancorp.
In the next few months you will receive additional information from us, as well
as from the management of Central Bancorp. We urge you to read all of it
carefully and make an informed decision. Please do not vote either side's proxy
card until you have carefully considered both side's candidates and positions.
Please let us know what you think. Because Central Bancorp stock is primarily
held in brokerage firms, in "street name," we have no way of communicating with
many of the shareholders of Central Bancorp. We would be very interested to hear
from you. Please fill out the enclosed postcard and mail it back to us.
Alternatively, you can also contact our proxy firm, D.F. King & Co. at
212-269-5550 (fax #212-952-0137), or us directly at the addresses and phone
numbers noted above in the letterhead. Our email addresses are Bankfund@aol.com
and Palmersail@aol.com.
Thank you for your consideration.
On behalf of the PL Capital Group,
/s/ Richard Lashley /s/ John Palmer
Richard Lashley John Palmer
Principal Principal
We encourage you to read the PL Capital Group's Schedule 13D filings with
respect to the stock of Central Bancorp, which are available for free at the
website of the Securities and Exchange Commission (www.sec.gov).
This letter is not a solicitation of your proxy; the PL Capital Group intends to
solicit proxies from you through delivery to you of a proxy statement with
accompanying proxy card at a time closer to the Annual Meeting. We encourage you
to read our proxy statement when it becomes available because it contains
important information. You will be able to get our proxy statement, and any
other relevant documents, for free at the web site of the Securities and
Exchange Commission (www.sec.gov). A copy of our proxy statement will also be
sent directly to you. Our most recent Schedule 13D filing contains a list of the
members of the PL Capital Group, who are anticipated to be participants in the
PL Capital Group's proposed proxy solicitation, as well as a detailed
description of our security holdings of Central. You may also contact us
directly to obtain free copies of our proxy statement after it is filed with the
SEC.
PL Capital LLC
20 East Jefferson Avenue
Suite 22
Naperville, IL 60540
Tel: (630) 848-1340
Fax: (630) 848-1342
This does not constitute a request for a proxy. You will receive
a definitive proxy statement the same time as a proxy is requested from you.
We would like to hear from you. We would appreciate it if you would take a few
minutes to fill out the information requested below. Thank you for your time and
cooperation.
SHAREHOLDER INFORMATION
NAME: ____________________________________________________
FIRM: ____________________________________________________
ADDRESS: ____________________________________________________
CITY: ________________________ STATE: ____ ZIP: ________
PHONE: _______________________ FAX: _____________________
I HOLD MY CENTRAL BANCORP SHARES THROUGH:
_________________________________________ ______________
(NAME OR BROKERAGE FIRM OR BANK) (SHARES OWNED)
STOCK BROKER OR FINANCIAL ADVISOR INFORMATION
NAME: ____________________________________________________
FIRM: ____________________________________________________
ADDRESS: ____________________________________________________
CITY: ________________________ STATE: ____ ZIP: ________
PHONE: ________________________ FAX: _____________________
COMMENTS:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
PLEASE MAIL THIS FORM TO OUR ATTENTION AT THE ADDRESS INDICATED ABOVE. IF YOU
PREFER, YOU MAY FAX IT TO THE PL CAPITAL GROUP AT (630) 848-1342; ATTN: MR. JOHN
PALMER