SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)
Century Bancorp, Inc.
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(Name of Issuer)
Class A Common Stock, $1.00 par value
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(Title of Class of Securities)
156432106
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(CUSIP Number)
Sy Jacobs
c/o JAM Managers, L.L.C.
One 5th Avenue
New York, New York 10003
and
Paul Magidson
c/o Castine Capital Management, L.L.C.
One International Place, Suite 2401
Boston, Massachusetts 02110
(617) 310-5190
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 14, 2005
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].
CUSIP No. 156432106
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JAM Partners, L.P. - 13-3810784
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
210,000
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
210,000
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
210,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
14. TYPE OF REPORTING PERSON
PN
CUSIP No. 156432106
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JAM Managers, L.L.C. - 13-4063169
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
210,000
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
210,000
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
210,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
14. TYPE OF REPORTING PERSON
OO
CUSIP No. 156432106
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sy Jacobs
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC, PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
230,000
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
230,000
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
230,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
14. TYPE OF REPORTING PERSON
IN
CUSIP No. 156432106
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Castine Partners, LP - 38-3674333
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
53,786
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
53,786
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,786
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
14. TYPE OF REPORTING PERSON
PN
CUSIP No. 156432106
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Castine Partners II, LP - 20-0758073
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
38,688
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
38,688
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,688
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
14. TYPE OF REPORTING PERSON
PN
CUSIP No. 156432106
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Castine Offshore Fund, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
17,702
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
17,702
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,702
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
14. TYPE OF REPORTING PERSON
CO
CUSIP No. 156432106
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Paul Magidson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
110,176
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
110,176
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
110,176
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.2%
14. TYPE OF REPORTING PERSON
IN
CUSIP No. 156432106
---------------------
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Item 1. Security and Issuer.
The class of equity securities to which this Statement on Schedule 13D (this
"Schedule 13D") relates is the Class A Common Stock, $1.00 par value per share
(the "Class A Common Stock"), of Century Bancorp, Inc. ("Century Bancorp").
Century Bancorp is a Massachusetts corporation with its principal executive
offices located at 400 Mystic Avenue, Medford, MA 02155.
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Item 2. Identity and Background.
(a) This Schedule 13D is being filed by JAM Partners, L.P., a Delaware
limited partnership ("JAM Partners"), (ii) JAM Managers L.L.C., a Delaware
limited liability company ("JAM Managers"), (iii) Sy Jacobs, a citizen of the
United States of America ("Jacobs"), (iv) Castine Partners, LP, a Delaware
limited partnership ("Castine Partners"), (v) Castine Partners II, LP, a
Delaware limited partnership ("Castine Partners II"), (vi) Castine Offshore
Fund, Ltd., a Cayman Islands corporation ("Castine Offshore"), and (vii) Paul
Magidson, a citizen of the United States of America ("Magidson"). These filers
are referred to individually as a "Reporting Person" and collectively as
"Reporting Persons".
(b) The business office of JAM Partners, JAM Managers L.L.C., and Jacobs is
One Fifth Avenue, New York, New York 10003. The business office of Castine
Partners, Castine Partners II, Castine Offshore and Magidson is c/o Castine
Capital Management, LLC, One International Place, Suite 2401, Boston,
Massachusetts 02110.
(c) JAM Partners is an investment fund, JAM Managers is the general partner
of JAM Partners, and Jacobs' is a managing member of JAM Managers. Castine
Partners, Castine Partners II, and Castine Offshore are investment funds, and
Magidson is a managing member of the general partner or investment manager of
these investment funds.
(d) None of the Reporting Persons has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) during the
last five years.
(e) None of the Reporting Persons has been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction during the last five
years, and no Reporting Person is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, Federal or State securities laws or finding any violation with respect to
such laws.
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Item 3. Source and Amount of Funds or Other Consideration.
With respect to all Reporting Persons other than Jacobs, the source of funds
used in making the purchases was working capital. With respect to Jacobs, the
source of funds used in making the purchases was working capital and personal
funds.
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Item 4. Purpose of Transaction.
With respect to all Reporting Persons, the purpose of the transaction was to
invest in Century Bancorp's Class A Common Stock. None of the Reporting Persons
has any plans or proposals that relate to or would result in any of the
following:
(a) The acquisition by any person of additional securities of the issuer,
or the disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the issuer or any
of its subsidiaries;
(d) Any change in the present board of directors or management of the
issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of
the issuer;
(f) Any other material change in the issuer's business or corporate
structure;
(g) Changes in the issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
issuer by any person;
(h) Causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
However, the Reporting Persons have certain concerns regarding the management,
operations, and corporate governance of Century Bancorp, and on September 14,
2005 JAM Partners sent a letter to the Board of Directors of Century Bancorp
expressing these concerns. A copy of this letter is attached to this Schedule
13D as Exhibit 1.
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Item 5. Interest in Securities of the Issuer.
The Reporting Persons believe that the filing of this Schedule 13D is not
required pursuant to the Securities Exchange Act of 1934, as amended, or the
regulations and rules promulgated thereunder. However, the Reporting Persons are
filing this Schedule 13D on a voluntary basis. Neither the filing of this
Schedule 13D nor any of its contents shall be deemed to constitute an admission
that any person filing this Schedule 13D is the beneficial owner of any Class A
Common Stock referred to herein for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as amended, or for any other purpose, and such beneficial
ownership is expressly disclaimed.
(a) As of July 31, 2005, 3,435,677 shares of Century Bancorp's Class A
Common Stock were outstanding (as disclosed in Century Bancorp's Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30, 2005). The aggregate
number and percentage of Class A Common Stock held by each Reporting Person is
disclosed in Items 11 and 13 of such Reporting Person's cover page to this
Schedule 13D.
(b) The number of shares of Class A Common Stock as to which each Reporting
Person has (i) sole or shared power to vote or to direct the vote and (ii) sole
or shared power to dispose or to direct the disposition is disclosed in Items 7,
8, 9, and 10 of such Reporting Person's cover page to this Schedule 13D.
(c) There have been no transactions in the shares of Class A Common Stock
effected during the past 60 days by any of the Reporting Persons.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The Reporting Persons have agreed to share the legal expenses associated with
preparing this Schedule 13D and to jointly file this Schedule 13D.
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Item 7. Material to be Filed as Exhibits.
Exhibit No. Description
1 Letter from JAM Partners, L.P. to the Board of
Directors of Century Bancorp, Inc. dated September 14, 2005.
2 Joint Filing Agreement among the Reporting Persons dated
as of September 14, 2005.
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SIGNATURE
After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: September 14, 2005
SY JACOBS
/s/ Sy Jacobs
-------------------------------
Sy Jacobs
JAM PARTNERS, L.P.
By: JAM Managers L.L.C.
General Manager
By: /s/ Sy Jacobs
-------------------------------
Name: Sy Jacobs
Title: Managing Member
JAM MANAGERS L.L.C.
By: /s/ Sy Jacobs
---------------------------
Name: Sy Jacobs
Title: Managing Member
CASTINE PARTNERS, LP
By: /s/ Paul Magidson
---------------------------
Name: Paul Magidson
Title: General Partner
CASTINE PARTNERS II, LP
By: /s/ Paul Magidson
--------------------------
Name: Paul Magidson
Title: General Partner
CASTINE OFFSHORE FUND, LTD.
By: /s/ Paul Magidson
-----------------------------
Name: Paul Magidson
Title: General Partner
PAUL MAGIDSON
By: /s/ Paul Magidson
-----------------------------
Name: Paul Magidson
Exhibit 1
---------
Via mail, email (msloane@century-bank.com), and facsimile (781-393-4070)
September 14, 2005
The Board of Directors
c/o Marshall M. Sloane
Chairman of the Board
Century Bancorp, Inc.
400 Mystic Avenue
Medford, MA 02155
Dear Members of the Board of Directors;
I am writing to express our group's disappointment over several things: your
decision to decline to meet with us, the continued poor performance of the bank,
the continuing large gap between Century Bancorp's current stock price and its
value as a partner with a larger institution, and ongoing lack of fair corporate
governance. We hope that this refusal is not indicative of mere close-mindedness
but rather that the Board takes its fiduciary responsibility seriously enough to
be exploring other options privately even as we write this letter.
Since we wrote to the Board of Directors on June 7, Century Bancorp has reported
yet another disappointing quarter. In fact, the second quarter marked an even
worse showing than that of the first. Based on the supportive rhetoric put forth
in management and Board statements, we imagine that the second quarter financial
results must have come as a surprise even to them. It seems unlikely that one
would speak so convincingly of a glowing future if this was the expected near
term performance. Return on equity slipped further from the first quarter to
7.8% and the efficiency ratio worsened as well to 75.5%. In addition, the net
interest margin continued to weaken as a result of management's balance sheet
positioning. Century remains one of the worst performing banks in its peer
group. There are precious few percentiles between you and the bottom of the
profitability rankings. Note again that the first quarter, which was better than
the most recent quarter, was supposed to demonstrate the beginning of Century
Bank's capacity to "excel" and to "thrive," in the words of management. One can
only wonder if such poor performance is how management defines such terms.
There are many examples of what we consider to be financial ineptitude. We have
to ask why, for instance, Century offers (as of 9/5/05) a special rate of 3.59%
on a 10-month CD when the available-for-sale securities portfolio yields only
3.39%? While this appears to us to produce a loss even before allocation of
non-interest expense, perhaps Century management believes that it can make up
for such losses with volume. We also puzzle over the apparent dichotomy between
Director Karl Case's recent comments to the Wall Street Journal and the Boston
Globe regarding a softening Massachusetts real estate market (based on canceled
listings) and the growth in Century Bank's home equity loans and construction
and land development loans. Despite Mr. Case's comments on declining demand in
the housing market, Century grew its home equity loans by 10% and construction
and land development loans by 16% in the second quarter. Note that the
annualized growth rates of these portfolios are 46% and 81%, respectively. Given
Mr. Case's sentiment, we do not understand the rationale for such growth in
these seemingly higher-risk loan categories.
Other institutional investors have weighed in on the issues raised in our
initial 13D filing, with two (including an 11% holder of A shares) having
written letters to the board in support of our case. We have also received oral
encouragement from other large Class A shareholders. It is clear that we are not
the only shareholders that recognize Century's dual class share structure for
the unfair management entrenchment that it is. In addition to the lack of
accountability that such a structure fosters, the Sloanes add insult to injury
with the nepotism policy that plagues the financial returns at Century. Look no
further than the Wall Street Journal article of August 1, 2005 entitled "All In
The Family," which points out the poor track record of companies with nepotistic
succession. The subtitle is "Why should executive posts at publicly traded
companies be passed on like heirlooms?" We are confident that any shareholder
referendum that we put before the Class A shareholders (were we allowed to do
so) would result in an overwhelming repudiation of management's current policies
of nepotism and ineffective financial management and would wholeheartedly
endorse the hiring of an independent investment bank to explore the strategic
options of the company.
On July 12th, Century management announced that the Board had approved a 300,000
share stock repurchase program. Why was the Class A stock attractive at $35 (the
July 11th close) and not at $27 five weeks earlier? A similar authorization was
approved one year earlier and not a single share was repurchased. It certainly
appears that management is big on talk but not on action. In fact, the upward
moves in Century stock have come when we have spoken (our initial letter and my
interview in Barron's) and the downward moves when management has repeated its
usual rhetoric about long term value creation and the commitment to
independence. We would suggest that simply repeating that independence is the
best course of action is not in itself a course of action.
We believe that there would be a line of buyers were Century to explore a
possible sale of the bank. Subsequent to our last letter, we have had
conversations with management teams at other banks to gauge whether or not we
are accurate in our assessment that Century is a desirable acquisition candidate
despite (or, perhaps, because of) management's inability to put the bank's
attractive deposits to work in a way that falls to the bottom line. Our
conclusion is that there exist other banks that would be willing to pay a
significant premium to the current stock price for Century Bank. Compare this to
the outlook of Gerard Cassidy of RBC Capital Markets, who stated in a June
research report that Century is worth $20 per share based on its fundamentals as
an independent entity. Note that Mr. Cassidy is an independent research analyst
and not in any way affiliated with our group. His opinion is unbiased. How can
the Board refuse to address this seeming dichotomy? We would like to ask who,
other than the Board, would favor a $20 share price over the $46-57 per share
range we cite in our June letter as our estimate of Century's value to a bank
purchaser?
How does the independent board reconcile its refusal to meet with us to discuss
our questions about continued independence and poor results with the statement
in your June 10th press release that "Century Bank is committed to listening to
any shareholder concerns regarding the ongoing operations and management of the
Bank?" We would hope that the Board would wish to learn more about our
conversations with potential partners that are eager to express such interest to
the Board. In closing, we again call on the independent Board members to meet
with us to discuss the above issues.
We will soon file a 13D statement with the SEC with this letter attached as an
exhibit. We look forward to your response in regard to accommodating our request
for a meeting with the independent directors.
Sincerely,
Sy Jacobs
Managing Member
Jacobs Asset Management, L.L.C.
JAM Managers, L.L.C.
As General Partner for JAM Partners, L.P.
Exhibit 2
Joint Filing Agreement
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as
amended, each of the undersigned hereby agrees that only one statement
containing the information required by Schedule 13D need be filed with respect
to the ownership by each of the undersigned of shares of Class A Common Stock,
$1.00 par value per share, of Century Bancorp, Inc.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original.
Executed this 14th day of September, 2005.
JAM PARTNERS, L.P.
By: JAM Managers L.L.C., its general partner
By: /s/ Sy Jacobs
-------------------------------
Name: Sy Jacobs
Title: Managing Member
JAM MANAGERS L.L.C.
By: /s/ Sy Jacobs
--------------------------------------
Name: Sy Jacobs
Title: Managing Member
SY JACOBS
By: /s/ Sy Jacobs
--------------------------------------
Name: Sy Jacobs
CASTINE PARTNERS, LP
By: /s/ Paul Magidson
--------------------------------------
Name: Paul Magidson
Title: General Partner
CASTINE PARTNERS II, LP
By: /s/ Paul Magidson
--------------------------------------
Name: Paul Magidson
Title: General Partner
CASTINE OFFSHORE FUND, LTD.
By: /s/ Paul Magidson
---------------------------------------
Name: Paul Magidson
Title: General Partner
PAUL MAGIDSON
By: /s/ Paul Magidson
---------------------------------------
Name: Paul Magidson
01252.0001 #601011