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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): September 16, 2004
CENTRAL BANCORP, INC.
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(Exact Name Of Registrant As Specified In Charter)
MASSACHUSETTS 0-25251 04-3447594
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(State Or Other Jurisdiction (Commission (IRS Employer
Of Incorporation) File Number) Identification No.)
399 HIGHLAND AVENUE, SOMERVILLE, MASSACHUSETTS 02144
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(Address Of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (617) 628-4000
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NOT APPLICABLE
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(Former Name Or Former Address, If Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
On September 16, 2004, Central Bancorp, Inc. (the "Registrant")
completed a trust preferred securities financing in the amount of $5.1 million.
In the transaction, the Registrant formed a Delaware statutory trust, known as
Central Bancorp Capital Trust I (the "Trust"). The Trust issued and sold $5.1
million of trust preferred securities in a private placement and issued $158,000
of trust common securities to the Registrant. The Trust used the proceeds of
these issuances to purchase $5,258,000 of the Registrant's floating rate junior
subordinated debentures due September 16, 2034 (the "Debentures"). The interest
rate on the Debentures and the trust preferred securities is variable and
adjustable quarterly at 2.44% over three-month LIBOR. The Debentures are the
sole assets of the Trust and are subordinate to all of the Registrant's existing
and future obligations for borrowed money. The trust preferred securities
generally rank equal to the trust common securities in priority of payment, but
will rank prior to the trust common securities if and so long as the Registrant
fails to make principal or interest payments on the Debentures. Concurrently
with the issuance of the Debentures and the trust preferred securities, the
Registrant issued a guarantee related to the trust securities for the benefit of
the holders.
The Debentures and the trust preferred securities each have 30-year
lives. The trust preferred securities and the Debentures will each be callable
by the Registrant or the Trust, at their respective option after five years, and
sooner in certain specific events, including in the event that the securities
are not eligible for treatment as Tier 1 capital, subject to prior approval by
the Federal Reserve Board, if then required. Interest on the trust preferred
securities and the Debentures may be deferred at any time or from time to time
for a period not exceeding 20 consecutive quarterly payments (five years),
provided there is no event of default.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
Effective September 17, 2004, Directors Richard J. Lashley and Richard
J. Fates resigned from the Boards of Directors of the Registrant and Central
Co-operative Bank (the "Bank"), and all committees of such Boards on which they
served. In connection with the resignation of these directors, the Registrant's
Board of Directors reduced the number of directors comprising the Registrant's
Board of Directors from ten to eight.
ITEM 8.01 OTHER EVENTS
On September 17, 2004, the Registrant completed the repurchase of
77,134 shares of its outstanding common stock, reducing the Registrant's
outstanding common stock to 1,588,598 shares. In addition, the Central
Co-operative Bank Employee Stock Ownership Trust (the "ESOP") completed the
purchase of 77,134 share of the Registrant's common stock. The Company and the
ESOP purchased the shares pursuant to the terms of the Stock Purchase Agreement,
dated September 13, 2004, by and among the Registrant and the ESOP and PL
Capital, LLC, Financial Edge Fund, L.P., Financial Edge-Strategic Fund, L.P.,
Goodbody/PL Capital, L.P., Goodbody/PL Capital, LLC, Richard Lashley, John W.
Palmer and Richard J. Fates.
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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, hereunto duly authorized.
CENTRAL BANCORP, INC.
Date: September 20, 2004 By: /s/ Michael K. Devlin
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Michael K. Devlin
Senior Vice President, Treasurer and
Chief Financial Officer