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.
TO: PARTICIPANTS 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.
We have previously furnished to you a copy of Central's proxy statement and its
2002 Annual Report to Stockholders. Enclosed for your review with this letter is
a copy of The PL Capital Group proxy statement dated September 5, 2002, The PL
Capital Group letter dated September 12, 2002, with attachments, and Central's
letters dated September 6, 2002, September 16, 2002 and September 20, 2002.
IF YOU DO NOT WISH TO CHANGE YOUR VOTE.
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If you do not wish to change your voting instructions you previously submitted
to Computershare, the confidential voting agent, please SIGN and DATE the side
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of the enclosed form entitled "Acknowledgement and Consent Form".
IF YOU WISH TO CHANGE YOUR VOTE, OR IF YOU HAVE NOT PREVIOUSLY VOTED AND WISH TO
VOTE.
If you wish to change the voting instructions you previously submitted to
Computershare, or if you have not previously voted and wish to vote, please
vote, SIGN and DATE the side of the enclosed form entitled "Revocable ESOP
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Participant Direction Form".
WHEN TO SUBMIT YOUR ESOP PARTICIPANT DIRECTION FORM OR ACKNOWLEDGEMENT AND
CONSENT FORM.
In order to be effective, your instructions must be received by Computershare,
the confidential voting agent, not later than 9:30 a.m., Eastern Time, September
30, 2002. Your form should be placed in the enclosed return envelope addressed
to Computershare. You may deliver his envelope to any branch office of Central
Bank before 9:00 a.m., Eastern Time, September 30, 2002 or call 617-629-4291 for
delivery or pick-up instructions.
If you have any questions, please call 617-629-4291.
ESOP Trustees
CENTRAL BANCORP, INC.
REVOCABLE ESOP PARTICIPANT DIRECTION FORM
ANNUAL MEETING OF STOCKHOLDERS, SEPTEMBER 30, 2002
THIS DIRECTION FORM IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
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PLEASE VOTE, SIGN AND DATE THIS FORM ONLY IF YOU WISH TO CHANGE YOUR PREVIOUS
VOTES OR IF YOU HAVE NOT ALREADY VOTED. OTHERWISE, PLEASE REVIEW, SIGN AND DATE
THE REVERSE SIDE OF THIS FORM.
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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 at 11:00 a.m., and at
any and all adjournments thereof.
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. The undersigned also acknowledges
receipt prior to the execution of this form of The PL Capital Group Proxy
Statement dated September 5, 2002 and the PL Capital Group letter dated
September 12, 2002, with attachments.
In order to be effective, voting instructions must be received by Computershare,
the confidential voting agent, no later than 9:30 a.m., Eastern Time, September
30, 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 three
Central Bancorp nominees listed below.
Please sign exactly as your name appears hereon.
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[x]PLEASE MARK VOTE AS IN THIS EXAMPLE THE ESOP TRUSTEE(S) WILL VORTE AS DIRECTED
VOTE FOR UP TO THREE(3) NOMINEES HEREON. THIS REVOCABLE ESOP PARTICIPANT
IN TOTAL DIRECTION FORM CONFERS DISCRRETIONARY
AUTHORITY PRESENTED AT THE MEETING. IF ANY
The election as directors of the nominees listed OTHER BUSINESS IS PRESENTED AT THE MEETING,
below (except as noted to the contrary). Vote INCLUDING MATTERS RELATING TO THE CONDUCT OF
for up to three (3) nominees in total THE MEETING, THE ESOP TRUSTEE(s0 WILL VOTE IN
HIS (THEIR) DISCRETION AND IN ACCORDANCE WITH
Central Bancorp Nominees THE APPLICABLE FIDUCIARY PRINCIPLES. AT THE
For Withhold PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF
Marat E. Santini ___ ___ NO OTHER BUSINESS TO BE PRESENTED AT THE
John F. Gilgun, Jr. ___ ___ MEETING. IF NO INSTRUCTIONS ARE SPECIFIED, THIS
Paul E. Bulman ___ ___ AND ALL SHARES ALLOCATED TO YOUR ACCOUNT(S)
WILL BE VOTED BY THE ESOP TRUSTEE(S) IN
ACCORDANCE WITH THE TERMS OF THE ESOP,
The PL Capital Group Nominees SUBJECT TO THE ESOP TRUSTEE(S) RESPONSIBILITIES
For Withhold UNDER APPLICABLE LAW.
Garrett Goodbody ___ ___ --------------------------------------------------
Richard Fates ___ ___
Please be sure to sign and date this Direction Form
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ESOP Participant Sign Here Date
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CENTRAL BANCORP, INC.
ACKNOWLEDGEMENT AND CONSENT FORM
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PLEASE SIGN AND DATE THIS FORM IF YOU DO NOT WISH TO CHANGE YOUR PREVIOUS VOTES.
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The undersigned hereby 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. The undersigned also
acknowledges receipt prior to the execution of this form of The PL Capital Group
Proxy Statement dated September 5, 2002 and The PL Capital Group letter dated
September 12, 2002, with attachments.
The undersigned further acknowledges that he/she has had an opportunity to
review these materials, and by his/her signature below consents to the votes
cast by the undersigned on the Revocable ESOP Participant Direction form
previously submitted to Computershare, the confidential voting agent.
This form must be received by Computershare, the confidential voting agent, no
later than 9:30 a.m., Eastern Time, September 30. 2002.
Please be sure to sign and date
this Acknowledgement and Consent Form
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ESOP Participant Sign Here Date