- Amended Statement of Ownership (SC 13G/A)
13 September 2011 - 7:10AM
Edgar (US Regulatory)
CUSIP No.
152418109
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SCHEDULE
13G
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Page
1
of
10
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. 2)
CENTRAL BANCORP, INC.
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
152418109
(CUSIP Number)
August 3, 2011
(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 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).
CUSIP No.
152418109
|
SCHEDULE
13G
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Page
2
of
10
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1.
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Names of Reporting Persons.
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Stilwell Associates, L.P.
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2.
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Check the Appropriate Box if a Member of a Group (See
Instructions)
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(a) [X]
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(b)
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3.
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SEC Use Only ...........................................................................................................................
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4.
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Citizenship or Place of Organization:
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
|
5. Sole Voting Power: 0
|
6. Shared Voting Power: 0
|
7. Sole
Dispositive Power: 0
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8. Shared Dispositive Power: 0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting
Person: 0
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10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) [ ]
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11.
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Percent of Class Represented by Amount in Row (9): 0%
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12.
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Type of Reporting Person (See Instructions)
PN
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CUSIP No.
152418109
|
SCHEDULE
13G
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Page
3
of
10
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|
1.
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Names of Reporting Persons.
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Stilwell Offshore Ltd.
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2.
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Check the Appropriate Box if a Member of a Group (See
Instructions)
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(a) [X]
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(b)
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3.
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SEC Use Only
...........................................................................................................................
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4.
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Citizenship or Place of Organization:
Cayman Islands
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
|
5. Sole Voting Power: 0
|
6. Shared Voting Power: 0
|
7. Sole
Dispositive Power: 0
|
8. Shared Dispositive Power: 0
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person: 0
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) [ ]
|
|
11.
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Percent of Class Represented by Amount in Row (9): 0%
|
|
12.
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Type of Reporting Person (See Instructions)
FI
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CUSIP No.
152418109
|
SCHEDULE
13G
|
Page
4
of
10
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|
1.
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Names of Reporting Persons.
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Stilwell Value LLC
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2.
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Check the Appropriate Box if a Member of a Group (See
Instructions)
|
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(a) [X]
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(b)
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3.
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SEC Use Only
...........................................................................................................................
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4.
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Citizenship or Place of Organization:
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
|
5. Sole Voting Power: 0
|
6. Shared Voting Power: 0
|
7. Sole
Dispositive Power: 0
|
8. Shared Dispositive Power: 0
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person: 0
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) [ ]
|
|
11.
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Percent of Class Represented by Amount in Row (9): 0%
|
|
12.
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Type of Reporting Person (See Instructions)
OO
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CUSIP No.
152418109
|
SCHEDULE
13G
|
Page
5
of
10
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|
1.
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Names of Reporting Persons.
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Stilwell Management LLC
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2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
|
|
|
(a) [X]
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(b)
|
|
3.
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SEC Use Only
...........................................................................................................................
|
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4.
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Citizenship or Place of Organization:
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
|
5. Sole Voting Power: 0
|
6. Shared Voting Power: 0
|
7. Sole
Dispositive Power: 0
|
8. Shared Dispositive Power: 0
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person: 0
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) [ ]
|
|
11.
|
Percent of Class Represented by Amount in Row (9): 0%
|
|
12.
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Type of Reporting Person (See Instructions)
OO
|
CUSIP No.
152418109
|
SCHEDULE
13G
|
Page
6
of
10
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|
1.
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Names of Reporting Persons.
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Joseph Stilwell
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2.
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Check the Appropriate Box if a Member of a Group (See
Instructions)
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(a) [X]
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(b)
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3.
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SEC Use Only ...........................................................................................................................
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4.
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Citizenship or Place of Organization:
United States
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
|
5. Sole Voting Power: 0
|
6. Shared Voting Power: 0
|
7. Sole
Dispositive Power: 0
|
8. Shared Dispositive Power: 0
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person: 0
|
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) [ ]
|
|
11.
|
Percent of Class Represented by Amount in Row (9): 0%
|
|
12.
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Type of Reporting Person (See Instructions)
IN
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CUSIP No.
152418109
|
SCHEDULE
13G
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Page
7
of
10
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ITEM 1.
(a)
Name of
Issuer
: Central Bancorp, Inc.
(b)
Address of
Issuer’s Principal Executive Offices
: 399 Highland Avenue, Somerville,
Massachusetts 02144.
ITEM 2.
(a)
Name of persons filing
: This
statement is filed by Joseph Stilwell in Mr. Stilwell's capacity as the
managing member and 99% owner of Stilwell Value LLC, which is the general
partner of Stilwell Associates, L.P. and as the managing and sole member of
Stilwell Management LLC, which has a managing agreement with Stilwell Offshore
Ltd., of which Mr. Stilwell is also a director (together, the “Reporting
Persons”).
(b)
Address of Principal Business
Office:
The business address of
Joseph Stilwell, Stilwell Associates, L.P., and Stilwell Value LLC is 111
Broadway, 12th Floor, New York, New York 10006. The business address of
Stilwell Offshore Ltd. and Stilwell Management LLC is 315 Clocktower Commons,
Brewster, New York 10508.
(c)
Citizenship
: Joseph
Stilwell is a citizen of the United States. Stilwell Associates, L.P., is
organized under the laws of Delaware as a limited liability partnership.
Stilwell Offshore Ltd. is a company formed under the laws of the Cayman
Islands. Stilwell Value LLC and Stilwell Management LLC are organized under
the laws of Delaware as limited liability companies.
(d)
Title of
Class of Securities:
Common Stock, $1.00 par value
(e)
CUSIP
Number:
152418109
ITEM 3. If this
statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether
the person filing is a(n):
NOT APPLICABLE
(a) [ ] Broker
or Dealer registered under Section 15 of the Act (15 U.S.C.78o)
(b) [ ] Bank as
defined in Section 3(a)(6) of the Act (15 U.S.C. 78c)
(c) [ ] Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)
(d) [ ] Investment
Company registered under Section 8 of the Investment Company Act of 1940 (15
U.S.C. 80a-8)
(e) [ ] An investment
advisor in accordance with Section 240.13d-1(b)(1)(ii)(E)
CUSIP No.
152418109
|
SCHEDULE
13G
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Page
8
of
10
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(f) [ ] Employee Benefit Plan, or endowment fund in accordance with
Section 240.13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding
Company, in accordance with Section 240.13d-1(b)(ii)(G)
(h) [ ] A
savings association as defined in Section 3(b) of the Federal Deposit Insurance
Act (12 U.S.C. 1813)
(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 (15 U.S.C. 80a-3)
(j) [ ] A
non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J)
(k) [ ] Group,
in accordance with Section 240.13d-1(b)(1)(ii)(K)
ITEM
4. Ownership.
(a)
Amount
beneficially owned
:
As of September 12, 2011, none of the Reporting Persons directly
or indirectly beneficially owns any shares of Common Stock.
(b) Percent of Class:
The Reporting Persons beneficially own 0% of the issued and
outstanding shares of Common Stock.
(c) Number of
shares as to which such person has:
(i)
|
Sole power to
vote or to direct the vote:
0
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(ii)
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Shared power
to vote or to direct the vote:
0
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(iii)
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Sole power to
dispose or to direct the disposition of:
0
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(iv)
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Shared power
to dispose or direct the disposition of:
0
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CUSIP No.
152418109
|
SCHEDULE
13G
|
Page
9
of
10
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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 Persons have ceased to be the beneficial owner of more than five
percent of the class of securities check the following. [ X]
ITEM
6.
Ownership of More than Five Percent
on Behalf of Another Person.
NOT APPLICABLE
ITEM 7.
Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding
Company or Control Person.
NOT APPLICABLE
ITEM 8. Identification and
Classification of Members of the Group.
See Item 2. The Joint
Filing Agreement of the Reporting Persons is attached as Exhibit 2 to Amendment
No. 1 to the Schedule 13G filed January 28, 2010.
ITEM 9. Notice of Dissolution
of Group.
NOT APPLICABLE
ITEM 10. Certifications.
By signing below the
undersigned certify that, to the best of their 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.
CUSIP No.
152418109
|
SCHEDULE
13G
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Page
10
of
10
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SIGNATURES
After reasonable inquiry and
to the best of our knowledge and belief, we certify that the information set
forth in this statement is true, complete and correct.
Date: September 12, 2011
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STILWELL
ASSOCIATES, L.P.
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By:
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STILWELL
VALUE LLC
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General
Partner
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/s/ Joseph Stilwell
_______________
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By:
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Joseph
Stilwell
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Managing
Member
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STILWELL OFFSHORE LTD.
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By:
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STILWELL MANAGEMENT LLC
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Manager
|
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/s/ Joseph Stilwell
_______________
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|
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By:
|
Joseph Stilwell
|
|
|
|
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Managing Member
|
|
|
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STILWELL
VALUE LLC
|
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/s/ Joseph Stilwell
_______________
|
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By:
|
Joseph
Stilwell
|
|
|
|
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Managing
Member
|
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STILWELL
MANAGEMENT LLC
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/s/ Joseph Stilwell
_______________
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By:
|
Joseph
Stilwell
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Managing
Member
|
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JOSEPH
STILWELL
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/s/ Joseph Stilwell
_______________
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Joseph
Stilwell
|
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