SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
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/ / Definitive Proxy Statement
/x/ Definitive Additional Materials
/ / 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.
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(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) 360-1697
October 3, 2002
Dear Fellow Central Bancorp Stockholder:
If we did not witness these events with our own eyes we would not believe it:
>> Central Bancorp held their Annual Meeting of Stockholders on September 30,
2002. 1
>> At the meeting, PL Capital's nominees held proxies representing 736,929
shares held in "street name" 2 and 14,090 shares held in "record name," 3
for a total of 751,019 shares.
>> At the meeting Central's nominees held proxies representing 268,353 shares
held in "street name" 2 and an unknown number of shares held in "record
name" 4 and by legal proxy. 5
>> However, even if we assume that Central's nominees received 100% of the
record name holders (excluding the 14,090 shares held by PL Capital) and
the legal proxy votes, Central's nominees held a total of no more than
728,721 shares, 22,298 shares less than PL Capital's nominees. 5,6
>> PL CAPITAL'S NOMINEES SHOULD HAVE BEEN ELECTED at the meeting, however,
Central CEO John Doherty abruptly announced at the end of the meeting that
the polls would remain open and the meeting was adjourned until October 11
at 3:00 p.m. There was no motion to adjourn, no second and no vote of
stockholders on the adjournment!! PL Capital's representatives strongly
objected to this action but were told they were "OUT OF ORDER" by John
Doherty as Doherty walked out of the room!!
>> WE BELIEVE CENTRAL'S ACTIONS ARE ILLEGAL AND ARE IN VIOLATION OF CENTRAL
OWN BY-LAWS. Therefore, we filed a lawsuit in federal court seeking to
overturn Central's actions; our suit in essence alleges that Central
changed the rules of the game (after the game was over) because they did
not like the outcome.
>> Despite the fact that Central has already inundated you and other
stockholders with numerous mailings and phone calls and over 85% 7 of the
stockholders have already voted, Central's management is once again out
soliciting votes (they mailed a letter to stockholders with a white proxy
card yesterday, do not return the white card); in our opinion, Central is
abusing the election process and stockholders' rights, as well as wasting
stockholders' money and management's time that should be spent running our
bank.
>> Central's actions force us to respond, hence this letter and request for
your continued support.
>> IF YOU HAVE NOT VOTED YET, OR VOTED FOR CENTRAL'S NOMINEES PREVIOUSLY AND
ARE DISTRESSED BY CENTRAL'S ACTIONS AND WANT TO CHANGE YOUR VOTE, PLEASE
SIGN AND MAIL BACK TODAY THE GREEN CARD IN THE ENCLOSED PREPAID ADDRESSED
ENVELOPE.
>> EVEN IF YOU PREVIOUSLY VOTED FOR PL CAPITAL ON THE GREEN CARD PLEASE SIGN
AND RETURN TODAY THE ENCLOSED GREEN CARD IN THE ENCLOSED PREPAID ADDRESSED
ENVELOPE.
>> DO NOT RETURN CENTRAL'S WHITE PROXY CARD.
>> IF YOUR SHARES ARE HELD IN THE NAME OF A BANK OR BROKERAGE FIRM YOU MAY
ALSO CONTACT THEM TO DIRECT THE VOTING OF YOUR SHARES.
>> IF YOU ARE CONCERNED YOUR VOTE WON'T BE RECEIVED ON A TIMELY BASIS OR NEED
ASSISTANCE IN VOTING PLEASE CALL OUR PROXY FIRM, D.F. KING & CO., INC. AT
(800) 207-3156.
We apologize for bothering you with an issue that should have been resolved
already, however Central's actions leave us no choice. We are very pleased with
the overwhelming support we have received from outside stockholders not
affiliated with Central and thank you in advance for your help again.
Please feel free to contact us directly at the addresses and phone numbers noted
above in the letterhead. Our email addresses are Bankfund@aol.com and
Palmersail@aol.com. With regard to assistance in voting, please contact our
proxy firm, D.F. King & Co. at (800) 207-3156 (fax #212-809-8839).
With Thanks, on Behalf of the PL Capital Group,
/s/ Richard Lashley /s/ John Palmer
Richard Lashley John Palmer
Principal Principal
Footnotes:
(1) Under Central's By-Laws and Massachusetts law, Central was legally
required to hold their Annual Meeting within 6 months of their fiscal
year end of March 31 (i.e., not later than September 30th); in all
other years it was held in July; this year's meeting was already pushed
to the last possible day.
(2) Based upon tabulations provided by ADP Proxy Services, an independent firm.
(3) Based upon proxy cards held directly by the PL Capital Group.
(4) PL Capital was not provided with the record holders who voted for
Central's nominees, however the total record holders on the August 23,
2002 record date was 274,250 shares (approximately 200,000 of which was
held by Central's ESOP and insiders).
(5) We were aware of three legal proxies that were eligible to vote at the
meeting (consisting of 192,944; 5,689 and 1,575 shares); these amounts
are presumed by PL Capital to be held by insiders and voted for
Central's nominees; if those legal proxies did not vote or voted for PL
Capital's nominees, the PL Capital's nominees would have had an even
larger majority of votes cast at the meeting.
(6) The important point to note is that even if Central is credited with
100% of the legal proxy and record name votes (excluding the 14,090
shares record name proxies held by PL Capital), PL Capital's nominees
still had more votes.
(7) Includes street name votes for both PL Capital and Central (1,005,282
shares), record holders for PL (14,090 shares), record name shares held
by Central insiders (197,561 shares) and legal proxies presumed to be
held by insiders (200,208 shares); it does not include the remaining
record name holders (62,599 shares) who likely voted but for which we
were not provided totals (if those record holders are presumed to have
voted, the total votes at the meeting was 1,479,740 shares (89.1% of
the total outstanding shares).