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. LETTERHEAD]
OCTOBER 1, 2002
THIS IS YOUR FINAL CHANCE TO VOTE!
VOTE THE WHITE PROXY CARD!
Dear Fellow Stockholder:
Central's annual meeting has been extended to October 11, 2002 in order to
permit the greatest number of stockholders possible to cast their vote!
For those of you who have voted, we thank you very much. For those who have
not voted, YOUR VOTE IS CRITICAL! We urge you to vote the WHITE proxy card
immediately. This is your last chance to vote!
o Institutional Shareholder Services (ISS), widely recognized as the
leading independent proxy advisory firm in the United States, has
recommended a vote on the WHITE proxy card for the nominees of Central
Bancorp--Marat Santini, John Gilgun and Paul Bulman--in opposition to
the nominees of PL Capital Group.
o Your Board has produced outstanding financial results--a 94% first
quarter earnings increase and "core income"1 growth per share of
better than 15% compound annual growth rate since fiscal 1999.
o Your Board has produced outstanding stock price performance for our
stockholders--a nearly 90% return (assuming reinvestment of dividends)
over the past five fiscal years, and a 29% stock price increase in
just the past 12 months, handily outperforming the S & P 500 and the
NASDAQ Bank Index over these periods.
YOUR BOARD OF DIRECTORS UNANIMOUSLY URGES YOU TO COMPLETE, SIGN, DATE AND RETURN
MANAGEMENT'S WHITE PROXY CARD, IN ITS POSTAGE-PAID ENVELOPE, VOTING "FOR" ALL OF
ITS NOMINEES.
PLEASE DO NOT RETURN THE GREEN PROXY CARD TO THE PL CAPITAL GROUP.
Sincerely,
/s/ John D. Doherty
John D. Doherty
President and Chief Executive Officer
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1. For purposes of this calculation, we have used core income as defined by
SNL Financial, the same source cited by PL Capital as a leading provider of
financial data. SNL Financial defines core income as net income before
extraordinary items less the after-tax portion of non-recurring items and
the gain on sale of items except loans at an assumed tax rate of 35%.
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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