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.
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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 Letterhead]
TO: PARTICPANTS IN THE CENTRAL CO-OPERATIVE BANK
EMPLOYEE STOCK OWNERSHIP PLAN
Under the terms of the Central Co-operative Bank Employee Stock Ownership
Plan (the "ESOP"), you have the right to direct the ESOP Trustees as to the
manner in which you wish to vote the shares of common stock of Central Bancorp,
Inc. ("Central") allocated to your ESOP account at Central's 2002 Annual Meeting
of Stockholders. Under the terms of the ESOP and subject to the Trustee's
responsibilities under applicable law, the ESOP trustees will vote your
allocated shares in accordance with your instructions. Allocated shares for
which timely voting instructions are not received will be voted by the Trustees
in the same proportion as participants vote allocated stock. Therefore, we
encourage you to exercise your right to direct the voting of your allocated
shares at the meeting.
HOW TO EXERCISE YOUR RIGHTS. You may direct the voting of shares allocated
to your account by completing, signing and returning the enclosed ESOP
Participant Direction Form. Proxy cards supplied with proxy materials are not
appropriate for the purpose of instructing the ESOP Trustees in connection with
the voting of shares allocated to your ESOP account.
CONFIDENTIALITY OF VOTING INSTRUCTIONS. Your instructions to the ESOP
Trustees will be completely confidential. Central has engaged an independent
firm, Computershare Trust Company, Inc. ("Computershare") to serve as the ESOP's
confidential voting agent. ESOP Participant Direction Forms are to be sent
(using the postage-paid envelopes provided therewith) to Computershare and
should NOT be sent to Central or its proxy solicitor, Georgeson Shareholder
Communications, Inc.
Computershare will count your votes and report the aggregate totals of all
voting instructions to the Trustees. Computershare has agreed to maintain your
voting instructions in strict confidence. In no event, will your voting
instructions be reported to Central.
DELIVERY OF PROXY MATERIALS. A copy of Central's proxy statement and a copy
of its 2002 Annual Report to Stockholders are enclosed for your review. As noted
in the proxy statement, the 2002 Annual Meeting is scheduled for September 30,
2002, at 11:00 a.m., in Somerville, Massachusetts.
Enclosed is a ESOP Participant Direction Form which you should use if you
wish to direct the ESOP trustees to vote shares allocated to your account in
connection with the slate of directors endorsed by the Board of Directors of
Central. PLEASE NOTE THAT TO DIRECT THE ESOP TRUSTEES TO VOTE WITH RESPECT TO
ANY OF THE FOREGOING, YOU MUST SPECIFICALLY MARK YOUR INSTRUCTIONS ON THE ESOP
PARTICIPANT DIRECTION FORM. ITEMS LEFT BLANK WILL NOT BE CONSIDERED INSTRUCTIONS
TO THE ESOP TRUSTEES.
The ESOP trustees understand that PL Capital Group, a stockholder of
Central, has prepared a proxy statement soliciting proxies for the election of
two nominees in opposition to the nominees endorsed by the Board of Directors in
the enclosed Central proxy statement. If PL Capital Group's proxy statement and
other soliciting materials are provided to the ESOP trustees, the ESOP trustees
will distribute such materials to you. Additional ESOP Participant Direction
Forms will be provided that will permit participants of the ESOP to instruct the
Trustees regarding the voting of shares allocated to their accounts in
connection with the matters described in any such additional proxy solicitation
materials distributed by PL Capital Group.
Voting instructions for shares allocated to your ESOP account must be
received by 5:00 p.m. Mountain time on September 26, 2002 on the ESOP
Participant Direction Forms provided by the ESOP trustees for that purpose.
AGAIN, ALL ESOP PARTICIPANT DIRECTION FORMS SHOULD BE FORWARDED TO COMPUTERSHARE
AND SHOULD NOT BE MAILED TO CENTRAL OR ITS PROXY SOLICITOR, GEORGESON
SHAREHOLDER COMMUNICATIONS.
In order to make an informed judgment concerning how to instruct the ESOP
trustees to vote your allocated shares, YOU SHOULD READ ALL PROXY MATERIALS
CAREFULLY AND THOROUGHLY. The ESOP trustees will not recommend how you should
complete your ESOP Participant Direction Form.
WHEN TO SUBMIT YOUR ESOP PARTICIPANT DIRECTION FORM. You may submit your
voting instructions to the confidential voting agent at any time, except that in
order to be effective your instructions MUST BE RECEIVED by not later than 5:00
p.m. Mountain time on September 26, 2002. If Computershare receives more than
one ESOP Participant Direction Form from you, the Form bearing the LATEST date
will be considered to have cancelled all Forms bearing an earlier date. If more
than one ESOP Participant Direction Form is received from you as of the same
date, Computershare will consider the Form bearing the latest postmark as
controlling. You may request additional Forms at any time by contacting Michael
K. Devlin at (617) 629-4244.
If you have any questions regarding the procedures for instructing the ESOP
Trustee, please call (617) 629-4244.
ESOP Trustees
August 30, 2002
CENTRAL BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS, SEPTEMBER 30, 2002
THIS DIRECTION FORM IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Central Co-operative Bank
Employee Stock Ownership Plan
Revocable ESOP Participant Direction Form
The undersigned hereby instructs the ESOP Trustee(s) (currently Gregory W.
Boulos and Terence D. Kenney), or their successors, to vote, either by ballot or
by proxy, all shares of common stock of Central Bancorp, Inc. (the "Company")
which are allocated to the account(s) of the undersigned pursuant to the Central
Co-operative Bank Employee Stock Ownership Plan (the "ESOP") at the Annual
Meeting of Stockholders to be held at the Somerville Holiday Inn, 30 Washington
Street, Somerville, Massachusetts on Monday, September 30, 2002 at 11:00 a.m.,
and at any and all adjustments thereof, as set forth on the reverse side hereof.
The undersigned acknowledges receipt from the Company prior to the execution of
this form of Notice of the Meeting, a proxy Statement dated August 30, 2002, and
the Company's Annual Report to Stockholders.
In order to be effective, voting instructions must be received by Computershare,
the confidential voting agent, no later than September 26, 2002. You must
specifically mark your instructions on this form. Items left blank will not be
considered instructions to the ESOP Trustee(s).
The Board of Directors of the Company recommends a vote "FOR" each of the listed
nominees.
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| Please sign exactly as your name appears hereon. |
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[x] PLEASE MARK VOTES
AS IN THIS EXAMPLE
1. The election as directors of all nominees listed THE ESOP TRUSTEE(S) WILL VOTE AS DIRECTED HEREON.
below (except as noted to the contrary). THIS REVOCABLE ESOP PARTICIAPNT DIRECTION FORM CONFERS
DISCRETIONARY AUTHORITY PRESENTED AT THE MEETING. IF
ANY OTHER BUSINESS IS PRESENTED AT THE MEETING,
INCLUDING MATTERS RELATING TO THE CONDUCT OF THE
For All With- For All MEETING, THE ESOP TRUSTEE(S) WILL VOTE IN HIS(THEIR)
Nominees hold Except DISCRETION AND IN ACCORDANCE WITH THE APPLICABLE
FIDUCIARY PRINCIPLES. AT THE PRESENT TIME, THE BOARD
OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE
Marat E. Santini [ ] [ ] [ ] PRESENTED AT THE MEETING. IF NO INSTRUCTIONS ARE
John F. Gilgun, Jr. [ ] [ ] [ ] SPECIFIED, THIS DIRECTION FORM WILL HAVE NO FORCE OR
Paul E. Bulman [ ] [ ] [ ] EFFECT AND ALL SHARES ALLOCATED TO YOUR ACCOUNT(S)
WILL BE VOTED BY THE ESOP TRUSTEE(S) IN ACCORDANCE
WITH THE TERMS OF THE ESOP, SUBJECT TO THE ESOP
NOTE: If you do not wish your shares voted "For" a TRUSTEE(S) RESPONSIBILITIES UNDER APPLICABLE LAW.
particular nominee, mark the "For All Except" box and
strike a line through the name(s) of the nominee(s)
in the list above. Your shares will be voted for the
remaining nominee(s).
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|(First Name)(Middle Initial)(Last Name) (Shares)|
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Please be sure to sign and date this | Date |
Direction Form | |
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ESOP Participant sign here