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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: OCTOBER 28, 2002
CENTURY BANCORP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MASSACHUSETTS ______
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NO.) 04-2498617
INCORPORATION) 0-15752 (IRS EMPLOYER IDENTIFICATION NO.)
400 MYSTIC AVENUE 02155
MEDFORD, MA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(781) 391-4000
(REGISTRANT'S TELEPHONE NUMBER,
INCLUDING AREA CODE)
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Item 5. Other Events.
On October 28, 2002, Century Bank and Trust Company (the "Bank"), the
principal subsidiary of Century Bancorp, Inc. (the "Company"), executed a
Purchase and Assumption Agreement with Capital Crossing Bank pursuant to which
the Bank will acquire Capital Crossing's branch office at 1220 Boylston Street,
Chestnut Hill, Massachusetts, and substantially all of its retail deposits in
its main office at 101 Summer Street, Boston, Massachusetts. The purchase is
conditioned on the Bank's receipt of the regulatory approvals noted below.
In the transaction, the Bank will assume approximately $233 million in
deposits and will purchase approximately $4 million of related loans. In
addition, the Bank will purchase real property related to the Chestnut Hill
branch and substantially all of the personalty in this branch.
The transaction remains subject to receipt of regulatory approvals from
the Federal Deposit Insurance Corporation and the Massachusetts Commissioner of
Banks. Subject to these approvals and notices, the purchase is expected to be
completed during the first quarter of 2003. A copy of the Company's press
release is included herewith as Exhibit 1 and incorporated herein by reference.
Item 7. Financial Statements, Pro forma Financial Information and Exhibits.
(A)(B) Financial Statements including pro forma financial information will
be provided within sixty days of the consummation of the proposed transaction.
At the current time it is impracticable to provide this information.
(C) Exhibits
1. Century Bancorp, Inc. press release dated October 28, 2002, related
to the acquisition by Century Bank and Trust Company of certain branch assets
of Capital Crossing Bank.
SIGNATURES
Pursuant to the requirement of the Securities and Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CENTURY BANCORP, INC.
/s/ Paul V. Cusick, Jr.
Paul V. Cusick, Jr.
Chief Financial Officer
Dated: October 30, 2002
Exhibit 1
FOR IMMEDIATE RELEASE
CENTURY BANK TO ACQUIRE BRANCH ASSETS FROM CAPITAL CROSSING BANK
MEDFORD, MA, OCTOBER 28, 2002 - Century Bank and Trust Company
("Century"), a wholly-owned subsidiary of Century Bancorp, Inc. (NASDAQ:
CNBKA), and Capital Crossing Bank (NASDAQ: CAPX) ("Capital Crossing") today
announced the signing of a definitive agreement under which Century will
acquire Capital Crossing's branch office at 1220 Boylston Street, Chestnut
Hill, Massachusetts, and substantially all of its retail deposits in its main
office at 101 Summer Street, Boston, Massachusetts. The agreement includes the
acquisition of approximately $233.0 million in deposits and $4.0 million of
related loans.
Marshall M. Sloane, Chairman and Chief Executive Officer of Century said:
"Century is excited about the opportunity to offer its products and services to
this new group of customers. The acquisition of the deposits from Capital
Crossing including all transaction accounts, most of its retail certificates of
deposit and several loan relationships will enhance Century's market
penetration within communities we already serve."
"Capital Crossing specializes in purchasing loan portfolios that are
primarily funded through wholesale deposits and this transaction will enable us
to focus our energies on our core business of purchasing and managing assets,"
noted Nicholas W. Lazares, Capital Crossing's Chairman and Co-Chief Executive
Officer. Richard Wayne, Capital Crossing's President and Co-Chief Executive
Officer, added, "We believe selling these retail accounts will enable us to
make our deposit operations more efficient and cost-effective and we will
continue to service our remaining customers from our Boston branch."
In connection with the transaction, RBC Capital Markets acted as financial
advisor to Century and Friedman, Billings, Ramsey & Co., Inc. acted as
financial advisor to Capital Crossing.
The transaction is subject to customary conditions, including regulatory
approval, and is expected to close in the first quarter of 2003.
Statements in this news release that are not historical facts are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements are only estimates of future
events or financial performance that involve risks and uncertainties and actual
events or results may differ materially. The timing and consummation of the
transaction depend on the ability of the parties to obtain regulatory
approvals, which is affected in part by the asset quality and capital position
of the parties. Forward looking statements are also affected by other factors
described in Capital Crossing's and Century's periodic filings with the Federal
Deposit Insurance Corporation (FDIC) and the Securities and Exchange
Commission, specifically the cautionary statement identifying certain factors
that could effect future results included in such. Neither Capital Crossing nor
Century undertakes any obligation to publicly update any forward-looking
statement.
Century Bank and Trust Company, a wholly-owned subsidiary of Century
Bancorp, Inc. is a state chartered full service FDIC-insured commercial bank
headquartered in Somerville, Massachusetts. Century, with $1.4 billion in
assets at September 30, 2002, offers a full range of Business, Personal, Cash
Management, Municipal and Investment products through its nineteen branches in
the greater Boston area and through its web site at www.century-bank.com.
Capital Crossing Bank is a Massachusetts-chartered, FDIC-insured trust
company with $851.7 million in assets as of September 30, 2002. Capital
Crossing operates as a commercial bank, providing financial products and
services to customers through its executive and main offices in Boston, a
branch in Chestnut Hill, Massachusetts, its website at www.capitalcrossing.com,
and through its leasing subsidiary Dolphin Capital Corp. located in Moberly,
Missouri. Capital Crossing specializes in purchasing loans, primarily secured
by commercial and multi-family residential real estate, at a discount to their
outstanding principal balances.
CENTURY BANK CONTACT: CAPITAL CROSSING BANK CONTACT:
Paul V. Cusick, Jr. Nicholas W. Lazares
Century Bank and Trust Company Chairman and Co-Chief Executive Officer
Phone: 781-393-4601 Capital Crossing Bank
Fax: 781-393-4071 Phone: 617-880-1000
Richard Wayne
President and Co-Chief Executive Officer
Capital Crossing Bank
Phone: 617-880-1000