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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. ____) *
(Previously filed under cover of Amendment No. 5 to Form F-11A)
Central Bancorp, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
152418 10 9
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(CUSIP Number)
N/A
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
[x] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form with
respect to the subject class of securities, and for any
subsequent amendment containing information which would alter
the disclosures provided in a prior cover page.
The information required in the remainder of this cover
page shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act
(however, see the Notes).
Page 1 of 8 pages<PAGE>
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CUSIP NO. 152418 10 9 13G Page 2 of 8
1. NAME OF REPORTING PERSONS: Central Co-operative Bank
Employee Stock Ownership Plan Trust
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:*
(a) [ ]
(b) [x]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION:
Commonwealth of Massachusetts
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 168,861
7. SOLE DISPOSITIVE POWER 0
8. SHARED DISPOSITIVE POWER 168,861
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 168,861
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES:* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 8.6%
12. TYPE OF REPORTING PERSON:* EP
* SEE INSTRUCTION BEFORE FILLING OUT!<PAGE>
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CUSIP NO. 152418 10 9 13G Page 3 of 8
1. NAME OF REPORTING PERSONS: Terence D. Kenney
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:*
(a) [ ]
(b) [x]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION:
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5. SOLE VOTING POWER 1,541
6. SHARED VOTING POWER 80,302
7. SOLE DISPOSITIVE POWER 1,541
8. SHARED DISPOSITIVE POWER 80,302
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 81,843
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES:* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 4.2%
12. TYPE OF REPORTING PERSON:* IN
* SEE INSTRUCTION BEFORE FILLING OUT!<PAGE>
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CUSIP NO. 152418 10 9 13G Page 4 of 8
1. NAME OF REPORTING PERSONS: Gregory W. Boulos
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:*
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5. SOLE VOTING POWER 5,500
6. SHARED VOTING POWER 80,302
7. SOLE DISPOSITIVE POWER 5,500
8. SHARED DISPOSITIVE POWER 80,302
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 85,802
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES:* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 4.4%
12: TYPE OF REPORTING PERSON:* IN
* SEE INSTRUCTION BEFORE FILLING OUT!<PAGE>
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Page 5 of 8
Securities and Exchange Commission
Washington, D.C. 20549
ITEM 1(a) NAME OF ISSUER.
Central Bancorp, Inc.
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
399 Highland Avenue
Somerville, Massachusetts 02144
ITEM 2(a) NAME OF PERSON(S) FILING.
Central Co-operative Bank Employee Stock Ownership Plan
Trust ("ESOP"), and the following individuals who serve as its
trustees: Terence D. Kenney and Gregory W. Boulos.
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE.
Same as Item 1(b).
ITEM 2(c) CITIZENSHIP.
See Row 4 of the second part of the cover page provided for
each reporting person.
ITEM 2(d) TITLE OF CLASS OF SECURITIES.
Common Stock, par value $1.00 per share.
ITEM 2(e) CUSIP NUMBER.
See the upper left corner of the second part of the cover
page provided for each reporting person.
ITEM 3. CHECK WHETHER THE PERSON FILING IS A:
(f) [x] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund; see 13d-
1(b)(1)(ii)(F),
If this statement is filed pursuant to Rule 13d-1
(c), check this box. [x]
Items (a), (b), (c), (d), (e), (g), (h), (i) and (j) are
not applicable. This Schedule 13G is being filed on behalf of
the ESOP identified in Item 2(a), filing under the Item 3(f)
classification, and by each trustee of the trust established
pursuant to the ESOP, filing pursuant to Rule 13d-1(c). Exhibit
A contains a disclosure of the voting and dispositive powers
over shares of the issuer held directly by these entities.
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Page 6 of 8
ITEM 4. OWNERSHIP.
(a) Amount Beneficially Owned: See Row 9 of the second
part of the cover page provided for each reporting
person.
(b) Percent of Class: See Row 11 of the second part of
the cover page provided for each reporting person.
(c) See Rows 5, 6, 7, and 8 of the second part of the
cover page provided for each reporting person.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following: [ ]
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON.
Pursuant to Section 13.7 of the ESOP, the ESOP Committee
has the power to direct the receipt of dividends on shares held
in the ESOP trust.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED
ON BY THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
By signing below, each signatory in the capacity of an ESOP
trustee certifies that, to the best of his knowledge and belief,
the securities referred to above were acquired and are held in
the ordinary course of business and were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
By signing below, each signatory in his individual capacity
certifies that, to the best of his knowledge and belief, the
securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect.<PAGE>
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Page 7 of 8
SIGNATURE:
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
CENTRAL CO-OPERATIVE BANK
EMPLOYEE STOCK OWNERSHIP PLAN TRUST
By Its Trustees:
/s/ Gregory W. Boulos February 11, 1999
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Gregory W. Boulos, as Trustee Date
/s/ Terence D. Kenney February 11, 1999
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Terence D. Kenney, as Trustee Date
/s/ Gregory W. Boulos February 11, 1999
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Gregory W. Boulos, as an Individual Date
Stockholder
/s/ Terence D. Kenney February 11, 1999
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Terence D. Kenney, as an Individual Date
Stockholder
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Page 8 of 8
Exhibit A
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Identification of Members of Group
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The trustees of the ESOP hold shares of common stock of the
issuer in trust for the benefit of employees participating in
the ESOP. Pursuant to Section 13.6 of the ESOP, (i) the
trustees vote common stock allocated to participant accounts in
accordance with instructions by participants, (ii) shares of
common stock of the issuer which have not been allocated and
allocated stock for which no voting direction has been received
shall be voted by the trustees in the same proportion as
participants direct the voting of allocated shares, and (iii) if
no voting direction has been received as to allocated shares,
the issuer may direct the trustees as to the voting of all
unallocated shares, and if the issuer gives no direction, the
trustees shall vote such shares in their sole discretion.
Pursuant to Section 13.3 of the ESOP, the trustees exercise
investment direction as directed by the issuer in its capacity
as the ESOP Committee. Overall, the trustees must exercise
voting and dispositive power with respect to the assets held by
the ESOP, including common stock of the issuer, in accordance
with the fiduciary responsibility requirements imposed by
Section 404 of the Employee Retirement Income Security Act of
1974, as amended.
