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, Inc. Logo]
September 16, 2002
YOUR VOTE IS IMPORTANT! VOTE THE WHITE PROXY CARD!
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Dear Fellow Stockholder:
PL Capital asks why we are opposing their nominees. The answer is simple!
Your Board believes that they are wrong for your Company.
The PL Capital Group is a short-term speculator with only one strategy:
Sell the Company as quickly as possible. That has been their agenda with every
other bank they have made a large investment in and it is the only strategy they
have articulated for Central. Your Board has considered their strategy with its
financial advisor and unanimously concluded that this is not the time to sell.
SINCE PL CAPITAL HAS NO OTHER IDEAS, THERE IS NO REASON TO HAVE THEM ON YOUR
BOARD.
YOUR BOARD'S NOMINEES HAVE THE RIGHT QUALIFICATIONS!
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Our nominees are highly regarded local businessmen who understand the needs
of our customers and community. Directors Gilgun and Santini each have decades
of experience in local real estate, which is the backbone of our lending
business. It would be difficult to find someone with a more distinguished
community banking career than Paul Bulman who has been the President of two
local community banks and is a former Massachusetts Commissioner of Banks.
The big bank backgrounds of PL Capital's nominees are far removed from our
community banking business. Our nominees may not have graduated from Yale, but
they are the kind of hard-working individuals who built this Company and they
deserve your support.
AS SUBSTANTIAL STOCKHOLDERS, YOUR BOARD AND MANAGEMENT ALSO UNDERSTAND
STOCKHOLDER VALUE. Chairman Joe Doherty and President John Doherty are the
Company's largest individual owners with over 12% of outstanding shares. Through
the ESOP, which holds an additional 12% of the stock, and their individual
holdings, the rest of management and employees are also substantial
stockholders.
IF PL CAPITAL IS SO CONCERNED ABOUT SPENDING STOCKHOLDERS' MONEY, WHY DON'T
THEY AGREE TO FOREGO REIMBURSEMENT OF THEIR EXPENSES?
In their most recent letter, PL Capital complains about the money that
management is spending to oppose their proxy solicitation. Your Board does not
want to spend this money but we believe we have an obligation to oppose the
election of nominees whose agenda is contrary to stockholders' best interests.
Moreover, PL Capital states they intend to seek reimbursement of their many
thousands of dollars in expenses in soliciting proxies. IF THEY ARE REALLY
CONCERNED ABOUT YOUR COMPANY'S EXPENSES, THEY SHOULD STOP PILING THEM ON!
IF PL CAPITAL IS LOOKING FOR PERFORMANCE, IT'S RIGHT HERE!
As much as PL Capital may try, they cannot deny that Central's earnings
performance trend is upward. EARNINGS WERE UP 94% IN THE FIRST QUARTER. EARNINGS
PER SHARE NEARLY DOUBLED BETWEEN THESE PERIODS. Annualized return on equity for
the first quarter was over 10%. Assets and loans have grown at an 8% and 10%
compound annual growth rate, respectively, since fiscal 1997.
CENTRAL'S STOCK HAS OUTPERFORMED PL CAPITAL'S HEDGE FUNDS!
According to the August issue of SNL Financial's Thrift Investor, PL
Capital's hedge fund, Financial Edge Fund, returned 11% to its investors after
fees and expenses during the first half of 2002 and its Financial Edge-Strategic
Fund returned 8.5%. Investors in Central Bancorp, however, saw the value of
their shares increase during this period by 13.9% assuming reinvestment of
dividends. The price of your stock has risen from $25.60 at the beginning of the
year to $30.40 at June 30 to $31.75 at September 13, 2002.
INDEPENDENCE HAS PROVEN THE RIGHT COURSE!
PL Capital complains that the Board should have sold the Company in
response to a 1996 stockholder proposal made by another hedge fund operator. PL
Capital fails to note that the proponent of that proposal predicted that
Central's stockholders would receive $22 per share in a buyout. SINCE THE 1996
ANNUAL MEETING, THE DIVIDEND-ADJUSTED TRADING PRICE OF CENTRAL'S STOCK HAS MORE
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THAN DOUBLED AND STANDS NEARLY 50% ABOVE THE DISSIDENT'S PROJECTED TAKE-OUT
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VALUE!
Your Board unanimously recommends that you vote for its three nominees on
the WHITE proxy card. DO NOT RETURN PL CAPITAL'S GREEN PROXY CARD. USE ONLY THE
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BOARD'S WHITE PROXY CARD!
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:
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| [GEORGESON SHAREHOLDER LOGO] |
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| 17 State Street, 10th Floor |
| New York, NY 10004 |
| (866) 367-5518 (Toll Free) |
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| Banks and Brokerage Firms please call collect: |
| (212) 440-9800 |
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