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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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<S> <C>
CENTURY BANCORP, INC. CENTURY BANCORP CAPITAL TRUST
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(Exact Name of Registrant (Exact Name of Registrant as Specified in
as Specified in its Charter) its Trust Agreement)
Massachusetts Delaware
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(State of Incorporation (State of Incorporation
or Organization) or Organization)
04-2498617 (applied for)
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(IRS Employer Identification Number) (IRS Employer Identification Number)
400 Mystic Avenue 400 Mystic Avenue
Medford, Massachusetts 02155 Medford, Massachusetts 02155
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(Address of Principal Executive Offices) (Address of Principal Executive Offices)
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If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A(c), please check the following box. [ ]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A(d), please check the following box [X].
Securities Act registration statement file number to which this form relates:
333-50843
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange of which
to be so registered each class is to be registered
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None Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
___% Cumulative Trust Preferred Securities
(and the Guarantee with respect thereto)
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
For a full description of the ___% Cumulative Trust Preferred
Securities (the "Preferred Securities") issued by Century Bancorp Capital Trust,
a Delaware statutory business trust (the "Trust") and the guarantee (the
"Guarantee") with respect to the Preferred Securities by Century Bancorp, Inc.,
a Massachusetts corporation (the "Company"), both of which are being registered
hereby, reference is made to the information contained under the captions
"Description of the Preferred Securities," "Description of the Junior
Subordinated Debentures" and "Description of the Guarantee" in the Prospectus
that forms part of the Registration Statement (Registration No. 333-50843) (the
"Registration Statement") filed by the Company and the Trust with the Securities
and Exchange Commission on April 23, 1998 under the Securities Act of 1933, as
amended (the "Act"). The information contained in the Registration Statement and
the Prospectus relating there is incorporated herein by reference. Definitive
copies of the Prospectus describing the Preferred Securities and the Guarantee
will be filed pursuant to Rule 430A or pursuant to an amendment to the
Registration Statement under the Act and shall be incorporated by reference into
this registration statement on Form 8-A.
Item 2. Exhibits
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4.1 Form of Indenture between Century Bancorp and State
Street Bank and Trust Company, as Trustee
(incorporated by reference to Exhibit 4.1 to the
Registration Statement)
4.2 Form of Junior Subordinated Debenture (incorporated
by reference to Exhibit 4.2 to the Registration
Statement)
4.3 Certificate of Trust of Century Bancorp Capital Trust
(incorporated by reference to Exhibit 4.3 to the
Registration Statement)
4.4 Form of Amended and Restated Trust Agreement of
Century Bancorp Capital Trust (incorporated by
reference to Exhibit 4.4 to the Registration
Statement)
4.5 Form of Preferred Security Certificate for Century
Bancorp Capital Trust (incorporated by reference to
Exhibit 4.5 to the Registration Statement)
4.6 Form of Preferred Securities Guarantee Agreement for
Century Bancorp Capital Trust (incorporated by
reference to Exhibit 4.6 to the Registration
Statement)
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the registrants have duly caused this registration
statement to be signed on their behalf by the undersigned, thereunto duly
authorized.
Dated: May 5, 1998
Century Bancorp, Inc. Century Bancorp Capital Trust
By: /s/ Marshall M. Sloane By: /s/ Marshall M. Sloane
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Marshall M. Sloane Marshall M. Sloane
Chairman, President and Administrative Trustee
Chief Executive Officer
