CENTURY BANCORP INC
SC 13G, 2000-07-24
STATE COMMERCIAL BANKS
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                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under  the  Securities  Exchange  Act of 1934 The  Reporting
     Persons previously filed their ownership interest in the

              Issuer pursuant to a Schedule 13D, dated June 1, 1999

                              Century Bancorp, Inc.

                                (Name of Issuer)

                          Common Stock, $0.01 par value

                         (Title of Class of Securities)

                                   156432-10-6

                                 (CUSIP Number)

                                  July 12, 2000

             (Date of Event Which Requires Filing of this Statement)

 Check the appropriate box to designate the rule pursuant to which this Schedule
 is filed:

                                /_/ 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>





                                  SCHEDULE 13G

 CUSIP No. 156432-10-6
--------------------------------------------------------------------------------



    1      NAME OF REPORTING PERSON
           S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                   Banc Fund III L.P.

    2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                (a) /  /
                                                                (b) /x/


    3      SEC USE ONLY




    4      CITIZENSHIP OR PLACE OF ORGANIZATION

                 U.S.

---------  ---------------------------------------------------------------------

NUMBER OF       5   SOLE VOTING POWER
SHARES
BENEFICIALLY

OWNED BY            24,821
EACH

REPORTING       6   SHARED VOTING POWER
PERSON
WITH                0

                7   SOLE DISPOSITIVE POWER


                    0

                8   SHARED DISPOSITIVE POWER


                    0

--------------------------------------------------------------------------------


9                   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


                    24,821

10                  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
                    CERTAIN SHARES*        /X/




11                  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9


                    .73%

12                  TYPE OF REPORTING PERSON*

                    PN

--------------------------------------------------------------------------------








<PAGE>





                                  SCHEDULE 13G

CUSIP No.156432-10-6
--------------------------------------------------------------------------------


    1      NAME OF REPORTING PERSON
           S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                   Banc Fund III Trust

    2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                 (a) /  /
                                                                 (b) /x/


    3      SEC USE ONLY




    4      CITIZENSHIP OR PLACE OF ORGANIZATION

                 U.S.

---------  ---------------------------------------------------------------------

NUMBER OF       5       SOLE VOTING POWER
SHARES
BENEFICIALLY

OWNED BY                76,079
EACH

REPORTING       6       SHARED VOTING POWER


                        0

                7       SOLE DISPOSITIVE POWER


                        0

                8       SHARED DISPOSITIVE POWER


                        0

--------------------------------------------------------------------------------

9                      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
                       PERSON

                        76,079

10                     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
                       CERTAIN SHARES*        /X/




11                     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9


                       2.23%

12                     TYPE OF REPORTING PERSON*

                       OO

--------------------------------------------------------------------------------











<PAGE>





                                  SCHEDULE 13G

CUSIP No.156432-10-6
--------------------------------------------------------------------------------


    1      NAME OF REPORTING PERSON
           S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (OPTIONAL)

                   Banc Fund IV L.P.

    2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                             (a) /  /
                                                             (b) /x/


    3      SEC USE ONLY




    4      CITIZENSHIP OR PLACE OF ORGANIZATION

                 U.S.

---------  ---------------------------------------------------------------------
NUMBER OF       5       SOLE VOTING POWER
SHARES
BENEFICIALLY

OWNED BY                125,600
EACH
REPORTING

PERSON          6       SHARED VOTING POWER
WITH

                        0

                7       SOLE DISPOSITIVE POWER


                        0

                8       SHARED DISPOSITIVE POWER


                        0

--------------------------------------------------------------------------------

9                AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


                        125,600

10              CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
                SHARES*        /X/




11              PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9


                3.68%

12              TYPE OF REPORTING PERSON*

                PN

--------------------------------------------------------------------------------









<PAGE>





                                  SCHEDULE 13G

CUSIP No.156432-10-6
--------------------------------------------------------------------------------


    1      NAME OF REPORTING PERSON
           S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                   Banc Fund V L.P.

    2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                (a) /  /
                                                                (b) /x/


    3      SEC USE ONLY



    4      CITIZENSHIP OR PLACE OF ORGANIZATION

                 U.S.

---------  ---------------------------------------------------------------------
NUMBER OF       5       SOLE VOTING POWER
SHARES
BENEFICIALLY

OWNED BY                101,600
EACH

REPORTING       6       SHARED VOTING POWER
PERSON
WITH

                        0

                7      SOLE DISPOSITIVE POWER


                        0

                8      SHARED DISPOSITIVE POWER


                        0

--------------------------------------------------------------------------------

9                       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
                        PERSON

                        101,600

10                      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
                        CERTAIN SHARES*        /X/




11                      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9


                        2.97%

12                      TYPE OF REPORTING PERSON*

                        PN

--------------------------------------------------------------------------------





<PAGE>





Item 1 (a)        Name of Issuer:           Century Bancorp, Inc.



Item 1 (b)        Address of Issuer's Principal Executive Offices:

                         400 Mystic Avenue, Medford, MA 02155


Item 2 (a)        Name of Person Filing:

         This  Schedule  13G is being filed  jointly by Banc Fund III L.P.  ("BF
III"), an Illinois Limited Partnership, Bank Fund III Trust ("T III"), Banc Fund
IV L.P. ("BF IV"), an Illinois Limited Partnership, Banc Fund IV Trust ("T IV"),
and Banc Fund V L.P. ("BF V") an Illinois Limited Partnership (collectively, the
"Reporting Persons").

        The general partner of BF III is MidBanc III L.P. ("MidBanc III"), Whose
principal  business is to be a general partner of BF III. The general partner of
BF IV is MidBanc IV L.P.  ("MidBanc IV"),  whose  principal  business is to be a
general partner of BF IV. The general artner of BF V is MidBanc V L.P. ("MidBanc
V"), whose  principal  business is to be a general partner of BF V. MidBanc III,
IV, and V are Illinois limited partnerships.

       The  general  partner of  MidBanc  III is ChiCorp  Management  III,  Inc.
("Management  III"),  whose  principal  business  is to be a general  partner of
MidBanc III. The general  partner of MidBanc IV is ChiCorp  Management  IV, Inc.
("Management  IV"),  whose  principal  business  is to be a general  partner  of
MidBanc IV. The general partner of MidBanc V is The Banc Funds Company,  L.L.C.,
Inc. ("TBFC"), whose principal business is to be a general partner of MidBanc V.
Management III, IV, and TBFC are Illinois corporations.

         The sole  stockholder  of  Management  III and IV is TBFC,  an Illinois
limited liability company which is controlled by Charles J. Moore. Mr. Moore has
been the manager of the investment  decisions for each of BF III, BF IV, BF V, T
III,  and T IV since their  respective  inceptions.  As manager,  Mr.  Moore has
voting and  dispositive  power over the securities of the issuer held by each of
those  entities.  As the  controlling  member of TBFC,  Mr.  Moore will  control
Management  III IV, and TBFC,  and therefore  each of the  Partnership  entities
directly and indirectly controlled by each of Management III, IV and TBFC.

         The  investment  manager of T III and T IV is TBFC under an  Investment
Management Agreement with each Trust. Charles J. Moore, as portfolio manager for
T III and T IV, has voting an  dispositive  power over the  issuer's  securities
held by such trusts.

Item 2 (b)      Address of Principal Business Office:

                    208 S. LaSalle Street, Chicago, IL 60604.


Item 2 (c)      Citizenship:              United States

Item 2 (d)      Title of Class of Securities: Common Stock


Item 2 (e)      CUSIP Number: 156432-10-6

Item            3 If this statement is being filed  pursuant to Rule  13d-1(b)or
                13d-2(b), check whether the person filing is an:

         (a)[ ] Broker or Dealer  registered  under Section 15 of the Act (b)[ ]
         Bank as defined in section 3(a)(6) of the Act (c)[ ] Insurance  Company
         as defined in section  3(a)(19)  of the Act (d)[ ]  Investment  Company
         registered under section 8 of the Investment

                Company Act of 1940
         (e)[ ] An Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E)
         (f)[ ] An Employee Benefit Plan or Endowment Fund in accordance with

                Rule 13d-1(b)(1)(ii)(F)
         (g)[ ] A Parent Holding Company or Control Person in accordance with
                Rule 13d-1(b)(ii)(G)
         (h)[ ] A Savings Association as defined in Section 3(b) of the Federal
                Deposit Insurance Act
         (i)[   ] A Church  Plan  that is  excluded  from the  definition  of an
                investment  company  under  Section  3(c)(14) of the  Investment
                Company Act of 1940

         (j)[ ] Group, in accordance with 13d-1(b)(1)(ii)(J)

Item 4           Ownership:


                     The following information is provided as of July 21, 2000:

                       (a)   Amount Beneficially Owned:   328,100

                           (b) Percent of Class: 9.6%

                       (c)   Number of shares as to which such person has:
                              (i)   sole power to vote or to direct the vote:
                                     328,100

                              (ii)  shared power to vote or to direct the vote:
                                        0

                              (iii) sole power to dispose or to direct the
                                    disposition of: 0
                              (iv)  shared power to dispose or to direct the
                                    disposition of: 0


Item 5           Ownership of Five Percent or Less of a Class:

                                            Not Applicable.

Item 6           Ownership of More than Five Percent on Behalf of Another
                 Person:

                                            Not Applicable.

Item7            Identifiction 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 I  certify  that,  to the best of my  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>




                                    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.

Date: July 21,  2000


BANC FUND III L.P.
By       MIDBANC III L.P.,
         general partner
By       CHICORP MANAGEMENT III, INC.,
         general partner
By       The Banc Funds Company, L.L.C.,
         Owner
By       /s/ Charles J. Moore

         Charles J. Moore, President

BANK FUND III TRUST
By       THE BANC FUNDS COMPANY, L.L.C.,
         Investment Manager
By       /s/ Charles J. Moore

         Charles J. Moore, President

BANC FUND IV L.P.
By       MIDBANC IV L.P.,
         general partner
By       CHICORP MANAGEMENT IV, INC.,
         general partner
By       The Banc Funds Company, L.L.C.,
         Owner
By       /s/ Charles J. Moore

         Charles J. Moore, President

BANC FUND IV TRUST
By       THE BANC FUNDS COMPANY, L.L.C.,
         Investment Manager
By       /s/ Charles J. Moore

         Charles J. Moore, President

BANC FUND V L.P.
By       MIDBANC V L.P.,
         general partner
By       The Banc Funds Company, L.L.C.,
         general partner
By       The Banc Funds Company, L.L.C., Owner
By       /s/ Charles J. Moore

         Charles J. Moore, President


<PAGE>




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