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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.
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(Exact name of registrant as specified in its charter)
Massachusetts 0-25251 04-3447594
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(State or other jurisdiction (Commission (I.R.S. 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)<PAGE>
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ITEM 5. OTHER EVENTS
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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
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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
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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 thereunto duly authorized.
CENTRAL BANCORP, INC.
Date: January 12, 1999 By: /s/ John D. Doherty
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John D. Doherty
President and Chief Executive
Officer
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CENTRAL BANCORP, INC. NEWS RELEASE
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399 Highland Avenue, Somerville, Massachusetts
TEL: 617-628-4000 FAX: 617-629-4357
FOR IMMEDIATE RELEASE
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DATE: January 12, 1999 CONTACT: JOHN D. DOHERTY
PRESIDENT AND CEO
(617) 628-4000
CENTRAL BANCORP, INC.
ADOPTS SHAREHOLDER RIGHTS PLAN
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SOMERVILLE, MASSACHUSETTS (NASDAQ:CEBK)..... Central
Bancorp, Inc., parent company of Central Co-operative Bank,
adopted a Shareholder Rights Plan in connection with the comple
tion of the reorganization of Central Co-operative Bank into the
holding company form of ownership and formation of Central
Bancorp, Inc. The holding company reorganization was completed
on January 8, 1999. The Rights Plan is substantially identical
to the Rights Plan previously in effect for Central Co-operative
Bank. The Rights Plan is designed to protect shareholders'
interests in the event of an unfair and coercive takeover at
tempt.
The Rights Plan entitles each holder of Central Bancorp,
Inc. common stock to purchase the Company's stock at a discount
price in the event any person or group of persons exceeds prede
termined ownership limitations of the Company's outstanding
common stock.
According to John D. Doherty, President and Chief Executive
Officer, "The Rights Plan is intended to assure that all of
Central Bancorp, Inc.'s shareholders receive fair and equal
treatment in the event of any proposed takeover of the Company.
The Rights Plan will not prevent a takeover, but should encourage
anyone seeking to acquire the Company to negotiate with the Board
prior to attempting a takeover."
"Our principal objective," Mr. Doherty said, "is to continue
to build long-term value for our shareholders."
The Rights Plan applies to shares held on the record date of
January 8, 1999. However, rights issued under the Plan will not
be exercisable initially. They will trade with the Company's
common stock and no certificates will be issued until certain
triggering events occur, as set forth under the Rights Plan and
related Rights Agreement.
