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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
__________________________
FORM 10-K/A
(AMENDMENT NO. 1)
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended March 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission File No. 0-25251
CENTRAL BANCORP, INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
MASSACHUSETTS 04-3447594
- ------------------------------- ----------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
399 HIGHLAND AVENUE, SOMERVILLE, MASSACHUSETTS 02144
- ----------------------------------------------- ------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (617) 628-4000
--------------
Securities registered under Section 12(b) of the Act: NONE
----
Securities registered under Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $1.00 PER SHARE
---------------------------------------
(Title of Class)
STOCK PURCHASE RIGHTS
---------------------
(Title of Class)
Indicate by check mark whether the registrant (l) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES X NO
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment of this Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes No X
--- ---
The aggregate market value of voting stock held by nonaffiliates of the
registrant at June 20, 2003 was approximately $14.4 million based on the closing
sale price of the registrant's Common Stock as listed on the Nasdaq National
MarketSM as of September 30, 2002 ($28.31 per share). Solely for purposes of
this calculation, directors, executive officers and greater than 5% stockholders
are treated as affiliates.
At June 20, 2003, the registrant had 1,663,133 shares of its Common Stock,
$1.00 par value, outstanding.
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EXPLANATION FOR AMENDMENT:
The Annual Report on Form 10-K of Central Bancorp, Inc. (the "Company") for
the fiscal year ended March 31, 2003 (the "2003 Form 10-K") filed with the
Securities and Exchange Commission (the "Commission") on June 30, 2003 is being
amended hereby to include the items listed below:
ITEM DESCRIPTION
---- -----------
Item 10. Directors and Executive Officers of the Registrant
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions
As originally filed, the Company's 2003 Form 10-K incorporated the
information required by Items 10, 11, 12 and 13 of Form 10-K by reference to the
Company's Definitive Proxy Statement for its 2003 Annual Meeting of Stockholders
(the "Proxy Statement") as permitted by Instruction G.(3). Since the Proxy
Statement is not expected to be filed with the Commission within 120 days of the
close of the Company's fiscal year ended March 31, 2003 as required by
Instruction G.(3), Items 10, 11, 12 and 13 in Part III of the 2003 Form 10-K are
hereby amended by deleting the texts thereof in their entirety and substituting
therefor the following text. In addition, the Company is furnishing an updated
Exhibit 99.
2
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- ------------------------------------------------------------
Set forth below is information about the directors, nominees for director
and executive officers and significant employees of the Company. The Board of
Directors is divided into three classes. Directors serve for three-year terms
with one class of directors standing for election each year. Executive officers
are elected annually by the Board of Directors. All directors of the Company
were appointed as directors of the Company in 1998 in connection with the
incorporation and organization of the Company, except that Paul E. Bulman and
Richard Fates were appointed to the Board of Directors in 2002, and James F.
Linnehan was appointed to the Board of Directors by a vote of the Board in May
2003 upon the death of Mr. Garrett Goodbody. Mr. Goodbody was elected as a
director at the 2002 Annual Stockholders' Meeting. Unless indicated otherwise,
the positions stated for each individual are positions held in the Company's
principal subsidiary, Central Co-operative Bank (the "Bank"), and the positions
stated are positions which are currently held.
YEAR FIRST
ELECTED OR
APPOINTED
DIRECTOR PRESENT
POSITIONS WITH OF COMPANY TERM TO
NAME AGE THE COMPANY OR BANK EXPIRE
- ---- --- --------------- ----------- -------
Joseph R. Doherty 79 Director of the Company and the Bank 1958 2003
Gregory W. Boulos 46 Director of the Company and the Bank 1998 2004
John D. Doherty 46 Chairman of the Board, President 1983 2004
and Chief Executive Officer of
the Company, the Bank, Central
Securities Corporation and
Central Preferred Capital Corporation
Paul E. Bulman 65 Director of the Company and the Bank 2002 2005
James F. Linnehan 82 Director of the Company 2003 2005
Richard J. Fates 58 Director of the Company 2002 2005
Terence D. Kenney 87 Director of the Company and the Bank 1975 2003
Nancy D. Neri 47 Director of the Company and the Bank 1999 2003
Albert J. Mercuri, Jr. 46 Nominee for Director -- --
Edward F. Sweeney, Jr. 62 Nominee for Director -- --
David W. Kearn 61 Senior Vice President - Lending; -- --
Director of Central Securities
and Central Preferred
Michael K. Devlin 52 Senior Vice President, -- --
Treasurer/Chief Financial
Officer of the Company
and the Bank; Treasurer and
Director of Central Securities
and Central Preferred
Paul S. Feeley 56 Senior Vice President and -- --
Chief Information Officer
William P. Morrissey 76 Senior Vice President - -- --
Corporate Affairs
3
JOSEPH R. DOHERTY served as President of the Bank from 1958 until April
1986. From April 1986 until March 31, 1992, Mr. Doherty served as Chairman of
the Board of Directors and Chief Executive Officer, responsible for guiding the
overall operations of the Bank. In March 1992, Mr. Doherty retired as Chief
Executive Officer of the Bank, although he remains Chairman of the Board of the
Bank. Mr. Doherty served as Chairman of the Board of the Company until November
2002. Mr. Doherty is the father of John D. Doherty, the Chairman of the Board,
President and Chief Executive Officer of the Company and the President and Chief
Executive Officer of the Bank.
GREGORY W. BOULOS is a partner in CB Richard Ellis/The Boulos Company of
Portland, Maine, which is Maine's largest commercial real estate brokerage and
development firm, specializing in the sale and leasing of commercial/industrial
properties and the brokerage of investment properties. Mr. Boulos is a past
director of Junior Achievement, The Center for Dental Health, Mercy Hospital and
The Portland Symphony Orchestra. He is also a past Chairman of both the
Cumberland County Civic Center and Catholic Charities Maine Board of Directors.
Mr. Boulos is a member of the Portland Chamber of Commerce, the Maine Commercial
Association of Realtors and the National Association of Realtors, and Director
of Wayneflete School.
JOHN D. DOHERTY is the Chairman, President and Chief Executive Officer of
the Company and President and Chief Executive Officer of the Bank. He was
elected President of the Bank in April 1986. As President, Mr. Doherty is
responsible for the day-to-day operations of the Bank and reports on the Bank's
operations directly to the Board of Directors. Commencing April 1992, Mr.
Doherty also became the Chief Executive Officer of the Bank. In November 2002,
Mr. Doherty became Chairman of the Board of the Company. Mr. Doherty also serves
as the president and a director of the Bank's subsidiaries, Central Securities
Corporation and Central Preferred Capital Corporation. He has been employed by
the Bank in various capacities since 1981. Mr. Doherty holds an M.B.A. degree
from Boston University and a B.A. in Business Administration from Babson
College. Mr. Doherty is Chairman of the Co-operative Central Bank and a Trustee
of the Co-operative Bank Employee Retirement Association. He is a member of the
Somerville Kiwanis Club, a former director of the Somerville Chamber of
Commerce, former Treasurer of the Woburn Development Corporation and a former
member of the Somerville High School Scholarship Committee, the Woburn Kiwanis
Club, and the Needham Business Association and a past president of the Economy
Club of Cambridge. Mr. Doherty is the son of Board member Joseph R. Doherty.
PAUL E. BULMAN has served as Chairman of the Policy Holders Protective
Board of the Savings Bank Life Insurance Company since 2000. From 1996 to 2000,
he was President and Chief Executive Officer of Haymarket Co-operative Bank. Mr.
Bulman had previously served as President, Chief Executive Officer and Director
of Hingham Institution for Savings which he had joined in 1988. Prior to that,
he had been Senior Vice President, Lending at New Bedford Institution for
Savings since 1987. Mr. Bulman served as Commissioner for Banks for the
Commonwealth of Massachusetts from 1983 to 1987 after serving as First Deputy
Commissioner and Clerk, Deputy Commissioner, Bank Supervisor and Director,
Commercial Bank Examinations. He joined the State Banking Department in 1960.
Mr. Bulman is a volunteer at the Scituate Senior Center.
JAMES F. LINNEHAN is an attorney and a Certified Public Accountant. Mr.
Linnehan has served as the Assistant Attorney General for the Commonwealth of
Massachusetts and as a Special Investigator for the Suffolk County District
Attorney's office. He is a life trustee of the Board of Trustees of Suffolk
University. He is a former director and chairman of the audit and trust
committees of Bay Bank Middlesex.
RICHARD J. FATES is a financial planner with Baystate Financial Services
and the principal and owner of Fates Financial Advisors. He was formerly a
Regional President at Bank of Boston. Mr. Fates is the Chairman of the Board of
Trustees of the Pomfret School and the Coordinator for the North Shore United
Way Campaign for the Hamilton-Wenham area.
TERENCE D. KENNEY was Senior Vice President of the Bank from 1975 to
September 1986. He recently retired as Chairman of the Board of Assessors of the
City of Woburn, Massachusetts, a post he had held for 23
4
years. Mr. Kenney is a member of the Woburn Elks Lodge, the Woburn Knights of
Columbus and Woburn Kiwanis Club.
NANCY D. NERI is the President and Funeral Director for the George L.
Doherty Funeral Service, Inc., a funeral home located in Somerville,
Massachusetts.
ALBERT J. MERCURI, JR. has served since 1987 as President and Chief
Executive Officer of Data Direct, Inc., a national distributor of digital media
publishing systems, optical media and copiers, located in Needham Heights,
Massachusetts. Mr. Mercuri is a 1979 graduate of Babson College where he earned
a Bachelor of Science degree in Marketing.
EDWARD F. SWEENEY, JR. has served since December 2002 as a Business
Consultant to the Malden Redevelopment Authority, an agency funded by the
Department of Housing and Urban Development to work with communities to promote
home ownership for low and moderate income families. Mr. Sweeney has also served
since March 1990 as a Commissioner, and is a former Chairman, of the Malden
Housing Authority, an agency that provides and manages housing for seniors and
disabled persons. From December 2000 to September 2002 he was a Field Auditor
with RGIS Inc. of Belmont, Massachusetts, where he conducts field audits of
retail clients and schedules assignments for staff auditors. From June to
December 2000, Mr. Sweeney served as a financial consultant to New England
Credit Union Services, Inc., in Southborough, Massachusetts, where he advised
credit unions on financial, structural and strategic issues. From May 1998 to
December 2000, he served as Senior Vice President of US Trust, a $6 billion
multi-bank holding company in Boston, Massachusetts. In this capacity, Mr.
Sweeney reported directly to the Chairman and Chief Executive Officer and was
responsible for instituting action plans for potential bank acquisitions, bank
activity and expanded banking power. From 1996 to May 1998, Mr. Sweeney served
as Senior Vice President of Somerset Savings Bank, Somerville, Massachusetts, a
$500 million bank, where he was responsible for review of loan administration,
liaison with the bank's outside counsel, external auditors and regulatory
authorities. From 1994 to 1996, Mr. Sweeney was President, Chief Executive
Officer and a Director of Meetinghouse Co-Operative Bank in Dorchester,
Massachusetts. From 1966 to 1994, Mr. Sweeney served with the Division of
Banking for the Commonwealth of Massachusetts. He was Senior Deputy Commissioner
from 1992 to 1994, Deputy Commissioner of Stock Institutions from 1989 to 1992
and Deputy Commissioner of Thrift Institutions from 1978 to 1989.
DAVID W. KEARN, 61, joined the Bank in June 1993 and currently serves as
the Senior Vice President - Lending. From 1990 to 1993, Mr. Kearn was a Vice
President of Loan Administration at Somerset Savings Bank, Somerville,
Massachusetts and was Senior Vice President/Branch Administration at United
States Trust Company from 1987 to 1990. He serves on the Board of Directors of
the Somerville Boys Club. He also serves as a director of the Bank's
subsidiaries, Central Securities Corporation and Central Preferred Capital
Corporation.
MICHAEL K. DEVLIN, 52, joined the Bank in February 2002 as Senior Vice
President, Treasurer and Chief Financial Officer. He also serves as a director
and treasurer of the Bank's subsidiaries, Central Securities Corporation and
Central Preferred Capital Corporation. From 1997 until joining the Bank, Mr.
Devlin, who is a Certified Public Accountant, was a Financial Consultant to the
banking industry in Massachusetts. Between 1973 and 1997, he was a member of the
accounting and business advisory practice of Arthur Andersen LLP, where he
served as a partner for 11 years.
PAUL S. FEELEY, 56, joined the Bank in July 1997 as Senior Vice President,
Treasurer and Chief Financial Officer and became Senior Vice President and Chief
Information Officer in February 2002. Mr. Feeley is a member of the Financial
Managers Society of which he is a former local chapter President and National
Director. He is also a member of the Massachusetts Society of CPAs and serves on
its Financial Institutions Committee. From 1993 to 1997, Mr. Feeley was Senior
Vice President and Treasurer of Bridgewater Credit Union. Prior to 1993, Mr.
Feeley was Executive Vice President, Chief Financial Officer and Clerk of the
Corporation at The Cooperative Bank of Concord, Acton, Massachusetts.
WILLIAM P. MORRISSEY, 76, joined the Bank in November 1992 as Senior Vice
President for Corporate Affairs representing the Bank in outside banking and
business organizations. Mr. Morrissey is chairman of the Board of the Federal
Home Loan Bank of Boston. Prior to 1986, Mr. Morrissey served as Executive Vice
President for Corporate Affairs at The Boston Five Cents Savings Bank, and as
Deputy Commissioner of Banks for the Commonwealth of Massachusetts.
5
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the Exchange Act, the Company's officers and directors and all
persons who own more than ten percent of the Common Stock ("Reporting Persons")
are required to file reports detailing their ownership and changes of ownership
in the Common Stock and to furnish the Company with copies of all such ownership
reports that are filed. Based solely on the Company's review of the copies of
such ownership reports which it has received in the past fiscal year or with
respect to the past fiscal year, or written representations from such persons
that no annual report of changes in beneficial ownership were required, the
Company believes during the fiscal year ended March 31, 2003 and the prior
fiscal year all Reporting Persons have complied with these reporting
requirements, except that Directors Neri and Boulos each filed two late reports
on Form 4 with respect to three transactions, one transaction of which was
related to the purchase of shares in connection with the Deferred Compensation
Plan for Non-Employee Directors, and Director Bulman and former Director
Goodbody each filed one late report on Form 4 with respect to one transaction,
in fiscal 2003.
ITEM 11. EXECUTIVE COMPENSATION
- --------------------------------
SUMMARY COMPENSATION TABLE. The following table sets forth cash and noncash
compensation for each of the last three fiscal years awarded to or earned by the
Chief Executive Officer and the four other most highly compensated executive
officers of the Company in fiscal year 2003 (the "Named Executive Officers").
LONG-TERM
COMPENSATION
------------
AWARDS
ANNUAL COMPENSATION ------------
--------------------------------------- SECURITIES
NAME AND FISCAL OTHER ANNUAL UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS (1) COMPENSATION (2) OPTIONS COMPENSATION (3)
- ------------------ ------ ------ --------- ---------------- ----------- ----------------
John D. Doherty 2003 $ 286,144 $ 66,214 $ -- -- $ 40,867
President and Chief 2002 272,160 -- -- -- 31,842
Executive Officer 2001 259,200 51,760 -- 12,573 32,401
Michael K. Devlin 2003 147,694 28,904 -- -- 1,267
Senior Vice President,
Treasurer and Chief
Financial Officer
David W. Kearn 2003 140,365 27,469 -- -- 24,653
Senior Vice President/ 2002 133,505 -- -- -- 20,644
Lending 2001 127,148 20,343 -- 4,354 23,311
Paul S. Feeley 2003 130,797 25,597 -- -- 13,330
Senior Vice President/ 2002 124,405 -- -- -- 12,874
Chief Information Officer 2001 120,781 14,493 -- 2,757 15,299
William P. Morrissey 2003 131,496 25,734 -- -- 22,607
Senior Vice President for 2002 121,133 -- -- -- 19,359
Corporate Affairs 2001 115,365 13,843 -- 2,634 21,450
<FN>
_______________
(1) Reflects fiscal year for which bonus was earned.
(2) Does not include perquisites which totaled less than ten percent of annual
salary and bonus.
(3) For fiscal year 2003, consists of $5,083, $57, $3,509, $654 and $3,287,
respectively, in Company contributions to the defined contribution
retirement plan, the value of 1,176, 0, 644, 390 and 616 shares, based on
$29.40 per share (the last reported sale price of such shares on the
effective date of the allocation, October 31, 2002), allocated to the ESOP
accounts of Messrs. Doherty, Devlin, Kearn, Feeley and Morrissey,
respectively, and $1,210 in paid life insurance premiums for each Named
Executive Officer.
</FN>
6
OPTION EXERCISES AND FISCAL YEAR-END VALUES. The following table sets forth
information regarding option exercises during the last fiscal year and the
values of options held by the Named Executive Officers at the end of fiscal year
2003. No option grants were made to any of the Named Executive Officers in
fiscal year 2003.
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT FISCAL YEAR-END AT FISCAL YEAR-END (2)
ACQUIRED ON VALUE ---------------------------- -----------------------------
NAME EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ------------ ----------- ----------- ------------- ----------- -------------
John D. Doherty 25,639 $287,891 -- -- $ -- $ --
David W. Kearn -- -- 8,878 -- 112,376 --
Paul S. Feeley 2,500 33,788 3,122 -- 34,899 --
William P. Morrissey -- -- 5,370 -- 67,974 --
Michael K. Devlin -- -- -- -- -- --
<FN>
________
(1) Based on the difference between the aggregate exercise price and aggregate
market value of shares acquired as of the date of exercise.
(2) Value is based on the difference between the aggregate market value of
shares underlying the unexercised in-the-money options at March 31, 2003
($31.13 per share based on the closing sale price reported on the Nasdaq
National MarketSM) and the aggregate exercise price of these options.
Options are considered in-the-money if the value of the underlying
securities exceeds the exercise price of the options.
</FN>
EMPLOYMENT AND SEVERANCE AGREEMENTS. The Bank has entered into an
employment agreement (the "Employment Agreement") with John D. Doherty,
President. The Employment Agreement provides for a term of five years and an
automatic annual extension of the term of employment for an additional one-year
period beyond the then-effective expiration date unless either the Bank or Mr.
John D. Doherty gives written notice that the Employment Agreement will not be
extended further. The current base annual salary of John D. Doherty is $298,296.
The Employment Agreement also provides for annual salary review by the Board of
Directors, as well as inclusion of Mr. John D. Doherty in any discretionary
bonus plans, customary fringe benefits, vacation and sick leave and disability
payments of the Bank. The Employment Agreement is terminated upon death and is
terminable by the Bank for "just cause" as defined in the Employment Agreement.
If the Bank terminates Mr. John D. Doherty without just cause, he is entitled to
a continuation of his salary for the remaining term of the Employment Agreement.
Mr. John D. Doherty may terminate the Employment Agreement upon 90 days notice
to the Bank.
The Employment Agreement provides that in the event of his involuntary
termination of employment in connection with, or within three years after, any
change in control of the Bank or the Company, Mr. John D. Doherty will be paid
within 10 days of such termination an amount equal to the difference between (i)
2.99 times his "base amount," as defined in Section 280G(b)(3) of the Internal
Revenue Code, and (ii) the sum of any other parachute payments, as defined under
Section 280G(b)(2) of the Internal Revenue Code, that Mr. John D. Doherty
receives on account of the change in control. The term "change in control" is
defined as the acquisition, by any person or entity, of the ownership, holding
or power to vote more than 25% of the Company's or the Bank's voting stock, the
control of the election of a majority of the Company's or the Bank's directors,
or the exercise of a controlling influence over the management or policies of
the Company or the Bank. In addition, under the Employment Agreement, a change
in control occurs when, during any consecutive two-year period, directors of the
Company or the Bank at the beginning of such period cease to constitute a
majority of the Board of Directors of the Company or the Bank, unless the
election of replacement directors was approved by a two-thirds vote of the
initial directors then in office. The Employment Agreement also provides for a
similar lump sum payment to be made in the event of Mr. John D. Doherty's
voluntary termination of employment within three years following a change in
control, upon the occurrence, or within 90 days thereafter, of certain specified
events following a change in control, which have not been consented to in
writing by Mr. John D. Doherty, including (i) the requirement that he perform
his principal executive functions more than 35 miles away from his primary
office, (ii) a reduction in his base compensation as in effect prior to the
change in control, (iii) the failure of the Bank to provide Mr. John D. Doherty
with compensation and benefits substantially similar to those provided to him at
the time of the change in control under any employee benefit plans in which he
becomes a participant, (iv) the assignment to Mr. John D. Doherty of material
duties and responsibilities other than those normally associated with his
position with the Bank, and (v) a material reduction in his authority and
responsibility. In the event that a dispute arises between Mr. John D. Doherty
and the Bank, as to the terms or interpretation of the Employment Agreement, Mr.
John D. Doherty will be reimbursed for all reasonable expenses arising from such
dispute. Payments made under these "change in control"
7
provisions are in lieu of any rights to which Mr. John D. Doherty would be
entitled in the event his employment was terminated without just cause. If the
change in control provisions had been triggered as of March 31, 2003, Mr. John
D. Doherty would have received up to approximately $1,028,000.
The Bank has entered into severance agreements (the "Severance Agreements")
with David W. Kearn, Senior Vice President/Lending & Retail Banking, Michael K.
Devlin, Senior Vice President, Treasurer, and Chief Financial Officer, Paul S.
Feeley, Senior Vice President/Chief Information Officer and William P.
Morrissey, Senior Vice President for Corporate Affairs. The Severance Agreements
each provide for a term of three years and an automatic annual extension of the
term of employment for an additional one-year period beyond the then-effective
expiration date, unless either the Bank or Messrs. Kearn, Devlin, Feeley or
Morrissey gives written notice that the Severance Agreement will not be extended
further. The Severance Agreements provide that in the event of their involuntary
termination of employment in connection with, or within one year after, any
change in control of the Company or the Bank, Messrs. Kearn, Devlin, Feeley and
Morrissey will be paid within 10 days of such termination an amount equal to two
times their annual base salary at the rate just prior to the change in control
provided, however, the amount received shall in no event exceed the difference
between (i) 2.99 times their "base amount," as defined in Section 280G(b)(3) of
the Internal Revenue Code, and (ii) the sum of any other parachute payments, as
defined under Section 280G(b)(2) of the Internal Revenue Code, that they receive
on account of the change in control. "Control" generally refers to the
acquisition, by any person or entity, of the ownership, holding, or power to
vote more than 25% of the Company's or the Bank's voting stock, the control of
the election of a majority of the Company's or the Bank's directors, or the
exercise of a controlling influence over the management or policies of the
Company or the Bank. In addition, a change in control occurs when, during any
consecutive two-year period, directors of the Company or the Bank at the
beginning of such period cease to constitute a majority of the Board of
Directors of the Company or the Bank, unless the election of replacement
directors was approved by a two-thirds vote of the initial directors then in
office. The Severance Agreements also provide for a similar lump sum payment in
the event of Messrs. Kearn's, Devlin's, Feeley's or Morrissey's voluntary
termination of employment within one year following a change in control, upon
the occurrence, or within 90 days thereafter, of certain specified events
following a change in control, which have not been consented to in writing by
Messrs. Kearn, Devlin, Feeley or Morrissey, including (i) the requirement that
they perform their principal executive functions more than 35 miles away from
their primary office, (ii) a reduction in the their base compensation as in
effect prior to the change in control, (iii) the failure of the Company or the
Bank to provide them with compensation and benefits substantially similar to
those provided to them at the time of the change in control under any employee
benefit plans in which they become a participant, (iv) the assignment to them of
material duties and responsibilities other than those normally associated with
their position with the Bank, and (v) a material reduction in their authority
and responsibility. In the event that a dispute arises between Messrs. Kearn,
Devlin, Feeley or Morrissey and the Bank, as to the terms or interpretation of
the Severance Agreements, they will be reimbursed for all reasonable expenses
arising from such dispute. If the change in control provisions had been
triggered as of March 31, 2003, Messrs. Kearn, Devlin, Feeley and Morrissey
would have received up to approximately $281,000, $295,000, $262,000 and
$263,000, respectively.
PENSION PLAN. The following table illustrates the maximum estimated annual
benefits payable upon retirement pursuant to the Bank's defined benefit pension
plan based upon the pension plan formula for specified final average earnings
and specified years of service.
FINAL YEARS OF SERVICE
AVERAGE -----------------------------------------------------------------------------------------------
EARNINGS 10 15 20 25 30 35
--------- -----------------------------------------------------------------------------------------------
$ 25,000 $ 2,500 $ 3,750 $ 5,000 $ 6,250 $ 7,500 $ 8,750
50,000 5,302 7,952 10,603 13,254 15,905 18,556
100,000 12,802 19,202 25,603 32,004 38,405 44,806
150,000 20,302 30,452 40,603 50,754 60,905 71,056
175,000 24,052 36,077 48,103 60,129 72,155 84,181
200,000 26,302 39,452 52,603 65,754 78,905 92,056
250,000 26,302 39,452 52,603 65,754 78,905 92,056
300,000 26,302 39,452 52,603 65,754 78,905 92,056
Benefits are hypothetical amounts only. Currently, the maximum annual
benefit payable under the pension plan is $160,000. Final average earnings in
excess of $228,973 are not covered under the pension plan for pre-1994 accruals,
and final average earnings in excess of $190,000 are not covered under the
pension plan for post-1993
8
accruals. "Final average earnings," which are based upon a participant's highest
three consecutive years of compensation, consist of compensation that would
appear under the "Salary" and "Bonus" columns of the Summary Compensation Table.
Benefits under the pension plan become 100% vested over a six-year period, with
20% of such benefits vesting upon the completion of each of the second through
sixth years of credited service under the pension plan. As of March 31, 2003,
Messrs. Doherty, Kearn, Devlin, Feeley and Morrissey had approximately 22, nine,
one, five and ten years, respectively, of credited service under the pension
plan. Benefits set forth in the preceding table are computed as a single life
annuity and are not subject to any deduction for Social Security or other offset
amounts.
DIRECTOR COMPENSATION
Directors of the Company and the Bank are each paid a fee of $950 and $450,
respectively, per Board meeting attended. The Chairmen of the Audit Committee
and the Security Committee each are paid a fee of $660 for each meeting of the
respective committee which they attend in their capacities as chairman. Members
of both the Audit and Security Committees each receive a fee of $350 per meeting
attended. The President does not receive any director's or committee fees.
Director Terence D. Kenney receives an additional $567 per month as a consulting
fee for services rendered in connection with the Bank's Woburn branches. Bank
Chairman Joseph R. Doherty receives health and life insurance benefits under the
Bank's group plans.
The Company has established a Deferred Compensation Plan for Non-Employee
Directors pursuant to which directors who are not employees of the Company or
the Bank are eligible to defer all or a portion of their director fees. Deferred
fees are credited to an account in a grantor trust and invested in shares of the
Common Stock. Shares allocated to a director's account are to be paid out in
equal annual installments over a three-year period beginning six months after
the director ceases to be a director. Shares held in the Deferred Compensation
Plan for Non-Employee Directors are voted by the trustees in accordance with the
direction of the Board of Directors. During the year ended March 31, 2003, 719,
155, 90 and 273 shares were credited to the accounts of Directors Boulos,
Bulman, Goodbody and Neri, respectively, who were the only directors
participating in the Deferred Compensation Plan for Non-Employee Directors.
In connection with Joseph R. Doherty's retirement as Chief Executive Officer of
the Bank effective March 31, 1992, the Bank and Joseph R. Doherty entered into a
Consulting Agreement whereby the Bank retained Mr. Doherty as a consultant to
the Bank and its Board of Directors and as Chairman of the Board. On July 31,
2002, the Bank and Mr. Doherty agreed to terminate his Consulting Agreement. No
amounts were paid to Mr. Doherty pursuant to this Consulting Agreement during
fiscal 2003. Mr. Doherty receives group health and life insurance benefits from
the Bank, which amounted to $3,865 and $1,147, respectively, during the year
ended March 31, 2003.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
GENERAL. The function of administering the Company's executive compensation
policies is currently performed by the Finance Committee of the Board of
Directors of the Bank, who are the same directors who comprise the Audit
Committee of the Company, which is composed entirely of independent directors.
This Committee is responsible for developing and making recommendations to the
Board concerning compensation paid to the Chief Executive Officer and each of
the other executive officers and for overseeing all aspects of the Company's
executive compensation program, including employee and executive benefit plans.
Because the Company does not have any executive officers who are not also
executive officers of the Bank, this discussion refers to the executive officers
of the Bank, rather than the Company.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION. The Committee has
sought to design and implement an executive compensation program that will
achieve the following goals:
o attract and retain qualified executives through competitive base
salaries and benefits;
o motivate executive management to achieve short-term corporate
performance goals through cash incentives; and
o align the interests of senior management with those of stockholders
and promote the long-term performance of the Bank through equity
incentives.
9
To achieve these goals, the Committee has incorporated the following
elements into the Bank's executive compensation program:
Base Salaries and Benefits. Working with an outside consultant, the
Committee has sought to develop a competitive salary and benefit structure for
the Bank's executive officers. Based on surveys of compensation practices at
similarly sized institutions in the northeastern United States, the Committee
has established recommended salary ranges for each position level. The salary
structure has been developed so that the midpoint for each salary range
approximates the competitive market midpoint for the range. Salaries are
reviewed and adjusted within the range annually based on competitive
considerations. The Committee seeks to maintain the competitiveness of its
salary structure by reviewing a comprehensive analysis of market compensation
practices at least every two years.
Management Incentive Program. During the 2002 fiscal year, the Bank adopted
a management incentive program which provides cash incentives payments to
eligible members of management provided that certain corporate performance
criteria are met. This plan is reviewed and performance goals are evaluated
annually. Under the Incentive Plan, eligible officers may receive bonuses equal
to a specified percentage of their salary provided that various corporate
performance goals have been satisfied. Performance goals for fiscal 2003 focused
on return on average assets. The Incentive Plan provides for increased
incentives if corporate performance goals are exceeded.
Stock Options. To better align the interests of management with those
stockholders and to promote long-term performance, the Committee has determined
that it should have the ability to compensate officers through grants of stock
options based on their contribution to the achievement of corporate performance
goals and individual merit. For each fiscal year, the Committee reserves a
specified number of options for grant to eligible executive officers with one
half of such options reserved for contribution grants and half for merit grants.
All options are granted with an exercise price equal to the fair market value of
the Common Stock on the date of grant and a term of ten years. Option grants,
however, are discretionary with the Committee, and no options were granted
during fiscal 2003.
Compensation of Chief Executive Officer. For fiscal year 2003, the
Committee determined to increase the Chief Executive Officer's base salary by
approximately 5% after considering a variety of factors, including the salary
ranges previously established, the relative positions of the Chief Executive
Officer and other executive officers within those ranges and an analysis of
salaries being paid by Northeast commercial banks and savings institutions in
the asset range of $250 million to $500 million. Based on the Bank's performance
relative to the targets established under the Management Incentive Plan for
fiscal 2003, the Chief Executive Officer received a cash bonus of $66,214.
MEMBERS OF THE FINANCE COMMITTEE
(as the Compensation Committee)
GREGORY W. BOULOS
PAUL E. BULMAN
NANCY D. NERI
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. The Company
and the Bank had no "interlocking" relationships existing on or after January 1,
1998 in which (i) any executive officer of the Company or the Bank served as a
member of the compensation committee (or other board committee performing
equivalent functions or, in the absence of any such committee, the entire board
of directors) of another entity (other than the Bank and Company), one of whose
executive officers served on the Audit Committee of the Company or the Finance
Committee of the Bank, (ii) any executive officer of the Company or Bank served
as a director of another entity, one of whose executive officers served on the
Audit Committee of the Company or the Finance Committee of the Bank, or (iii)
any executive officer of the Company or the Bank served as a member of the
compensation committee (or other board committee performing equivalent functions
or, in the absence of any such committee, the entire board of directors) of
another entity (other than the Company and Bank), one of whose executive
officers served as a member of the Company or Bank's Board of Directors. No
member of the Audit Committee of the
10
Board of Directors of the Company or Finance Committee of the Bank was (a) an
officer or employee of the Company or the Bank or any of its subsidiaries during
the fiscal year ended March 31, 2003, (b) a former officer of the Company or the
Bank or any of its subsidiaries, or (c) an insider (i.e., director, officer,
director or officer nominee, greater than 5% stockholder, or immediate family
member of the foregoing) of the Company and directly or indirectly engaged in
transactions with the Company, the Bank, or any subsidiary involving more than
the $60,000 during the fiscal year ended March 31, 2003.
STOCK PRICE PERFORMANCE GRAPH
The graph and table which follow show the cumulative total return on the
Common Stock of the Bank and the Company from March 31, 1998 through March 31,
2003 compared with the cumulative total return of (i) an index of Nasdaq banks
and (ii) the S&P 500 Index (the "S&P 500"). Cumulative total return on the stock
or the index equals the total increase in value since March 31, 1998, assuming
reinvestment of all dividends paid on the stock or the index, respectively. The
graph and table were prepared assuming that $100 was invested at the closing
price on March 31, 1998 in the Common Stock of the Bank and in each index. The
stockholder returns shown on the performance graph are not necessarily
indicative of the future performance of the Common Stock or of any particular
index. Up to January 8, 1999, information is for the Common Stock of the Bank.
After January 8, 1999, information is for the Common Stock of the Company.
CUMULATIVE TOTAL SHAREHOLDER RETURN
COMPARED WITH PEFORMANCE OF SELECTED INDICES
MARCH 31, 1998 THROUGH MARCH 31, 2003
[Line graph appears here depicting the cumulative total shareholder return
of $100 invested in the Common Stock as compared to $100 invested in the Nasdaq
Bank Index and the S&P 500 Index. Line graph begins at March 31, 1998 and plots
the cumulative return at March 31, 1999, 2000, 2001, 2002 and 2003. The plot
points are provided below.]
3/31/98 3/31/99 3/31/00 3/31/01 3/31/02 3/31/03
------- ------- ------- ------- ------- -------
Central Bancorp, Inc. 100.0 54.6 49.4 61.2 96.0 109.2
S&P 500 100.0 118.7 140.5 109.9 110.3 83.0
NASDAQ Bank Index 100.0 81.5 75.0 89.2 109.5 102.7
11
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
- --------------------------------------------------------------------------------
RELATED STOCKHOLDER MATTERS
- ---------------------------
(a) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Persons and groups beneficially owning in excess of 5% of the Common Stock
are required to file certain reports regarding such ownership pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act"). The following table sets
forth certain information as to those persons who the Company believes were the
beneficial owners of more than five percent (5%) of the Company's outstanding
shares of Common Stock as of June 30, 2003.
PERCENT OF SHARES
NAME AND ADDRESS AMOUNT AND NATURE OF COMMON STOCK
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1) OUTSTANDING (2)
- ------------------- ------------------------ ------------------
Central Co-operative Bank
Employee Stock Ownership Plan Trust
399 Highland Avenue
Somerville, Massachusetts 02144 256,079 (3) 15.40%
John D. Doherty
Joseph R. Doherty
Joseph R. Doherty Family Limited
Partnership, L.P.
399 Highland Avenue
Somerville, Massachusetts 02144 206,581 (4) 12.42%
Jeffrey A. Miller
Eric D. Jacobs
121 North Wayne Avenue
Suite 103
Wayne, Pennsylvania 19807 163,500 (5) 9.83%
Jeffrey L. Gendell
Tontine Financial Partners, L.P.
Tontine Management, L.L.C.
200 Park Avenue, Suite 3910
New York, New York 10166 161,400 (6) 9.70%
Financial Edge Fund, L.P.
Financial Edge - Strategic Fund, L.P.
Goodbody/PL Capital, L.P.
PL Capital, LLC
Goodbody/PL Capital LLC
John Wm. Palmer
Richard J. Lashley
Richard J. Fates
20 East Jefferson Avenue, Suite 22
Naperville, Illinois 60540
Richard Fates
95 Rock Maple Avenue
Hamilton, Massachusetts 01982 154,268 (7) 9.28%
Mendon Capital Advisors Corp.
Anton Villars Schutz
1117 Cheese Factory Road
Honeyue Falls, New York 14472 113,100 (8) 6.80%
Dimensional Fund Advisors, Inc.
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401 97,200 (9) 5.84%
12
<FN>
______________
(1) In accordance with Rule 13d-3 under the Exchange Act, a person is deemed to
be the beneficial owner, for purposes of this table, of any shares of the
Common Stock as to which he or she has sole or shared voting or investment
power, or has a right to acquire beneficial ownership at any time within 60
days of June 30, 2003. As used herein, "voting power" is the power to vote
or direct the voting of shares and "investment power" is the power to
dispose or direct the disposition of shares. Unless otherwise indicated,
the listed persons have direct ownership and sole voting and dispositive
power.
(2) For purposes of calculating percentage ownership, the number of shares of
Common Stock outstanding includes any shares which the beneficial owner has
the right to acquire within 60 days of June 30, 2003.
(3) Of the shares beneficially owned by the Central Co-operative Bank Employee
Stock Ownership Plan Trust ("ESOP"), 131,178 shares have been allocated to
participating employees over which shares Directors Boulos and Kenney, as
co-trustees of the ESOP (the "ESOP Trustees"), may be deemed to have shared
voting and sole investment power, and 124,901 shares have not been
allocated, as to which shares the ESOP Trustees generally would vote in the
same proportion as voting directions received from voting ESOP
participants.
(4) Includes 13,837 shares of Common Stock allocated to the account of John D.
Doherty in the ESOP. John D. Doherty disclaims beneficial ownership of any
shares held by Joseph R. Doherty or the Joseph R. Doherty Family Limited
Partnership, L.P., and Joseph R. Doherty and the Joseph R. Doherty Family
Limited Partnership, L.P. disclaim beneficial ownership of any shares held
by John D. Doherty.
(5) According to their statement on Schedule 13D filed May 16, 2003, each of
the reporting persons shares voting and dispositive power over the listed
shares.
(6) According to their statement on Schedule 13G as amended filed January 22,
2002, each of the reporting persons shares voting and dispositve power over
the listed shares.
(7) According to Amendment No. 14 to their Schedule 13D, filed May 30, 2003,
includes 113,900 and 27,100 shares owned by Financial Edge Fund, L.P. and
Financial Edge-Strategic Fund, L.P., respectively, whose general partner is
PL Capital, LLC of which Messrs. Palmer and Lashley are the managing
members, 12,168 shares held by Goodbody/PL Capital, L.P. whose general
partner is Goodbody/PL Capital, LLC of which Messrs. Palmer and Lashley are
the managing members and 600 and 500 shares beneficially owned by Messrs.
Lashley and Fates, respectively, in their individual capacities.
(8) According to their statement on Schedule 13G as amended filed May 15, 2003,
each of the reporting persons shares voting and dispositive power over the
listed shares.
(9) According to their statement on Schedule 13G as amended filed February 10,
2003, each of the reporting persons shares voting and dispositive power
over the listed shares.
</FN>
(b) SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of June 30, 2003, the beneficial
ownership of the Common Stock by each of the Company's directors, nominees and
Named Executive Officers, and by all directors, nominees and executive officers
as a group.
BENEFICIAL OWNERSHIP (1)
------------------------------------------------
NUMBER PERCENTAGE OF
NAME OF SHARES SHARES OUTSTANDING(2)
- ---- ---------- ---------------------
James F. Linnehan 70 -- %
Richard J. Fates 500 .03
Paul E. Bulman 40 (3) --
Joseph R. Doherty 63,875 (4) 3.84
Terence D. Kenney 1,541 (5)(6) .93
Nancy D. Neri 200 (3) .01
Gregory W. Boulos 5,500 (3)(6) .33
Albert J. Mercuri, Jr. -- (7) --
Edward F. Sweeney, Jr. -- (7) --
John D. Doherty 142,706 (8) 8.58
Michael K. Devlin -- --
David W. Kearn 15,350 (9) .92
Paul S. Feeley 5,500 (10) .33
William P. Morrissey 11,778 (11) .71
All directors, nominees and executive
officers as a group (14 persons) 249,801 (12) 14.86
<FN>
___________
(1) For definition of beneficial ownership, see footnote 1 to the table in
"Principal Holders of Voting Securities."
(2) In calculating percentage ownership for a given individual or group of
individuals, the number of shares of the Common Stock outstanding includes
unissued shares subject to options exercisable within 60 days of June 30,
2003 held by that individual or group.
(3) Excludes shares credited to their accounts in the Deferred Compensation
Plan for Non-Employee Directors.
(4) Shares held by the Joseph R. Doherty Family Limited Partnership, L.P. of
which he is the sole general partner.
13
(5) Held jointly with his spouse.
(6) Does not include 256,079 shares held by the ESOP, over which shares the
ESOP Trustees, Directors Boulos and Kenney, may be deemed to have shared or
sole voting and/or investment power.
(7) In accordance with the Company's Bylaws, Messrs. Mercuri and Sweeney have
advised the Company that they will each acquire Common Stock with a market
value of not less than $1,000 prior to becoming a director.
(8) Includes 13,837 shares of Common Stock allocated to his account in the
ESOP.
(9) Includes 6,472 shares allocated to his account in the ESOP and 8,878 shares
which he has the right to acquire pursuant to options exercisable within 60
days of June 30, 2003.
(10) Includes 2,378 shares allocated to his account in the ESOP and 3,122 shares
which he has the right to acquire pursuant to options exercisable within 60
days of June 30, 2003.
(11) Includes 6,408 shares allocated to his account in the ESOP and 5,370 shares
which he has the right to acquire pursuant to options exercisable within 60
days of June 30, 2003.
(12) Includes 17,370 shares of Common Stock which may be acquired pursuant to
stock options exercisable within 60 days of June 30, 2003, 29,095 shares
allocated to the ESOP accounts of executive officers and 2,741 shares held
by the trust for the Deferred Compensation Plan for Non-Employee Directors
which are voted as directed by the Board of Directors. Does not include
unallocated shares held by the ESOP, over which shares the ESOP Trustees
may be deemed to have shared or sole voting and/or investment power.
</FN>
(c) CHANGES IN CONTROL
Not applicable.
(d) EQUITY COMPENSATION PLANS
The Company has adopted the 1999 Stock Option and Incentive Plan
pursuant to which equity may be awarded to participants. This plan has
been approved by stockholders.
The following table sets forth certain information with respect to the
Company's equity compensation plans as of March 31, 2003.
(a) (b) (c)
NUMBER OF SECURITIES REMAINING
AVAILABLE FOR FUTURE ISSUANCE
NUMBER OF SECURITIES TO BE ISSUED WEIGHTED-AVERAGE EXERCISE UNDER EQUITY COMPENSATION
UPON EXERCISE OF OUTSTANDING PRICE OF OUTSTANDING PLANS (EXCLUDING SECURITIES
PLAN CATEGORY OPTIONS, WARRANTS AND RIGHTS OPTIONS, WARRANTS AND RIGHTS REFLECTED IN COLUMN (a))
- ------------- --------------------------------- ---------------------------- -----------------------------
Equity compensation plans 31,474 $18.572 33,299
approved by security holders
Equity compensation plans not 0 0 0
approved by security holders
Total (1) 31,474 $18.572 33,299
<FN>
______________
(1) The 1999 Stock Option and Incentive Plan provides for a proportionate
adjustment to the number of shares reserved thereunder in the event of a
stock split, stock dividend reclassification or similar event.
</FN>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------
The Company engages in transactions with affiliates of the Company on the
same terms and other conditions as those offered to unaffiliated parties. Loans
by the Bank made to Directors, officers and employees are made in the ordinary
course of business, on substantially the same terms, including interest rates,
collateral and repayment terms as those prevailing at the time for comparable
transactions with other persons, and do not involve more than the normal risk of
collectibility or present other unfavorable features. Massachusetts law provides
that co-operative banks are limited in the amount of money they may lend an
officer of the Bank. These limits are $500,000 for a mortgage on a primary
residence, $150,000 loans for educational purposes and $35,000 for all other
types of loans in total. This restriction does not apply to non-officer
employees of the Bank or to its outside Directors. Any loans existing prior to
the
14
implementation of this restriction are grandfathered. The same loans available
to the public are available to Directors, officers and employees of the Company
and Bank.
In August 2001, the Company agreed to lend the ESOP sufficient funds to
acquire up to an additional 5% of the outstanding Common Stock. In February
2003, the Company agreed to lend the ESOP up to approximately $3,200,000 to
purchase additional shares of the outstanding Common Stock. The ESOP's trustees
are Directors Boulos and Kenney. As of March 31, 2003, the Company had lent the
ESOP an aggregate of $3,795,000, of which $3,660,000 was outstanding at March
31, 2003. The ESOP loans bear interest at the prime rate.
15
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
CENTRAL BANCORP, INC.
Date: July 29, 2003 By:/s/ John D. Doherty
-----------------------------------------
John D. Doherty
President and Chief Executive Officer
(Duly Authorized Representative)
CERTIFICATION
I, John D. Doherty, Chairman, President and Chief Executive Officer of
Central Bancorp, Inc., certify that:
1. I have reviewed this annual report on Form 10-K/A of Central Bancorp,
Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) Designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) Presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent functions):
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: July 29, 2003
/s/ John D. Doherty
----------------------------------------------
John D. Doherty
Chairman, President and Chief Executive
Officer
CERTIFICATION
I, Michael K. Devlin, Senior Vice President, Treasurer and Chief Financial
Officer of Central Bancorp, Inc., certify that:
1. I have reviewed this annual report on Form 10-K/A of Central Bancorp,
Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) Designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) Presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons performing the
equivalent functions):
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: July 29, 2003
/s/ Michael K. Devlin
---------------------------------------------
Michael K. Devlin
Senior Vice President, Treasurer and
Chief Financial Officer