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
[ ]Definitive Additional Materials by Rule 14a-6(e)(2))
[X]Soliciting Material Pursuant to Rule
14a-11(c) or Rule 14a-12
CENTRAL BANCORP, INC.
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(Name of Registrant as Specified in Its Charter)
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(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:
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2. Aggregate number of securities to which transaction applies:
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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):
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4. Proposed maximum aggregate value of transaction:
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5. Total fee paid:
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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:
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2. Form, Schedule or Registration Statement No.:
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3. Filing Party:
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4. Date Filed:
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Central Bancorp, Inc.
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Participant Information
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Central Bancorp, Inc. ("Central") and its executive officers and directors named
below may be deemed participants in the solicitation of proxies for Central's
2002 Annual Meeting of Stockholders. The number of shares of Central's common
stock beneficially owned by each of these persons as of March 31, 2002 is listed
in parentheses after his or her name.
Joseph R. Doherty, Chairman and Director (60,675); John D. Doherty, President,
Chief Executive Officer and Director (141,530); David W. Kearn, Senior Vice
President (14,706); Michael K. Devlin, Senior Vice President (0); Paul S.
Feeley, Senior Vice President (7,610); and William P. Morrissey, Senior Vice
President (11,162).
Central's directors who are not also executive officers are: Gregory W. Boulos
(5,500); John F. Gilgun, Jr., (1,575); Terence D. Kenney (6,541); Nancy D. Neri
(200); John P. Quinn (1,200); and Marat E. Santini (2,363).
Central does not believe that any of the foregoing persons has any direct or
indirect interests in the matters to be acted upon at the 2002 Annual Meeting of
Stockholders other than as a stockholder or nominee for election as director.
Central is also party to employment and severance agreements with its executive
officers under which they may be entitled to receive compensation and other
payments upon certain events, including the occurrence of specific events
following a change in control.
In connection with its solicitation of proxies for the 2002 Annual Meeting,
Central will file with the Securities and Exchange Commission (the "SEC") and
will furnish to its stockholders a proxy statement, which stockholders are
advised to read as it will contain important information. Stockholders may
obtain a free copy of such proxy statement (when available) and any other
relevant documents filed with the SEC, from the website of the SEC at
www.sec.gov.