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): January 31, 2007
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))
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER
AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
On January 31, 2007, Central Bancorp, Inc. (the "Company") completed a
trust preferred securities financing in the amount of $5.9 million. In the
transaction, the Company formed a Connecticut statutory trust, known as Central
Bancorp Statutory Trust II (the "Trust"). The Trust issued and sold $5.9 million
of trust preferred securities in a private placement and issued $183,000 of
trust common securities to the Company. The Trust used the proceeds of these
issuances to purchase $6,083,000 of the Company's floating rate junior
subordinated debentures due March 15, 2037 (the "Debentures"). From January 31,
2007 until March 15, 2017 (the "Fixed Rate Period"), the interest rate on the
Debentures and the trust preferred securities is fixed at 7.015% per annum. Upon
the expiration of the Fixed Rate Period, the interest rate on the Debentures and
the trust preferred securities will be at a variable per annum rate, reset
quarterly, equal to LIBOR plus 1.65%. The Debentures are the sole assets of the
Trust and are subordinate to all of the Company'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 Company fails to make
principal or interest payments on the Debentures. Concurrently with the issuance
of the Debentures and the trust preferred securities, the Company 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 Company or the Trust, at their respective option, after ten 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 8.01 OTHER EVENTS
On January 31, 2007, the Central Co-operative Bank Employee Stock
Ownership Plan (the "ESOP") completed the purchase of 109,600 shares of the
Company's common stock. The ESOP purchased the shares pursuant to the terms of
the Stock Purchase Agreement, dated January 25, 2007, by and among the Company
and the ESOP and Mendon Capital Advisors Corp., Moors & Mendon Master Fund,
L/P., Mendon ACAM Master Fund, Ltd. and Burnham Financial Services Fund
(collectively, "Mendon"). In addition, John D. Doherty, the Company's President
and Chief Executive Officer, also completed the purchase of the remaining 13,400
shares of the Company's common stock owned by Mendon pursuant to the terms of a
separate Stock Purchase Agreement, dated January 25, 2007, by and among Mr.
Doherty and Mendon Capital Advisors Corp. and Moors & Mendon Master Fund, L/P.
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: January 31, 2007 By: /s/ Paul S. Feeley
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Paul S. Feeley
Senior Vice President, Treasurer and
Chief Financial Officer