SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 1999 CENTRAL BANCORP, INC. - ----------------------------------------------------------- (Exact name of registrant as specified in its charter) Massachusetts 0-25251 04-3447594 - ----------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. employer of incorporation) file number) 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 -------------- Not applicable - ---------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS - --------------------- On January 8, 1999, the Board of Directors of Central Bancorp, Inc. (the "Company") declared a dividend payable on January 8, 1999 of one right (a "Right") for each outstanding share of common stock, par value $1.00 per share (the "Common Stock")of the Company held of record at the close of business on January 8, 1999. The Rights were issued pursuant to a Rights Agreement, dated January 8, 1999 (the "Rights Agreement") between the Company and State Street Bank and Trust Company, as Rights Agent. Each Right entitles its registered holder to purchase from the Company, after the Separation Time, as defined in the Rights Agreement, one share of Common Stock for $22.00, subject to adjustment. In addition, if certain takeover-related events should occur, each Right would entitle its registered holder to purchase from the Company a number of shares of Common Stock at a discount to market value in lieu of the one share of the Common Stock. Further information regarding the Rights, redemption fea tures and other terms thereof is set forth in a press release dated January 12, 1999 attached as Exhibit 99.1 and the Rights Agreement attached as Exhibit 4.1. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS - -------------------------------------------------------------- Exhibit 4.1 -- Form of Rights Agreement (including form of Rights Certificate and Form of Election to Exercise attached as Exhibit A) (incorporated herein by reference to Exhibit 99.1 to the registrant's Registration Statement on Form 8-A filed on January 8, 1999). Exhibit 99.1 -- Press Release dated January 12, 1999 1 SIGNATURES Pursuant to the requirements 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: January 12, 1999 By: /s/ John D. Doherty ------------------------ John D. Doherty President and Chief Executive Officer 2