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. 5)
Century
Bancorp, Inc.
--------------------------------------------------------------------------------
(Name
of
Issuer)
Class
A
Common Stock, $1.00 par value
--------------------------------------------------------------------------------
(Title
of
Class of Securities)
156432106
--------------------------------------------------------------------------------
(CUSIP
Number)
Sy
Jacobs
c/o
JAM
Managers L.L.C.
One
5th
Avenue
New
York,
New York 10003
--------------------------------------------------------------------------------
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
October
22, 2007
--------------------------------------------------------------------------------
(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) [X]
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
277,191
8. SHARED
VOTING POWER
0
9. SOLE
DISPOSITIVE POWER
277,191
10. SHARED
DISPOSITIVE POWER
0
11. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
277,191
12. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES
[_]
13. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.89%
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) [X]
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
277,191
8.
SHARED VOTING POWER
0
9.
SOLE DISPOSITIVE POWER
277,191
10. SHARED
DISPOSITIVE POWER
0
11. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
277,191
12. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES
[_]
13. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.89%
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) [X]
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
299,691
8.
SHARED VOTING POWER
0
9.
SOLE DISPOSITIVE POWER
299,691
10. SHARED
DISPOSITIVE POWER
0
11. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
299,691
12. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES
[_]
13. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.53%
14. TYPE
OF REPORTING PERSON
IN
CUSIP
No. 156432106
---------------------
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.
Item
2. Identity and Background.
(a)
This Schedule 13D is being filed by (i) JAM Partners, L.P., a Delaware limited
partnership (“JAM Partners”), (ii) JAM Managers L.L.C., a Delaware limited
liability company (“JAM Managers”) and (iii) Sy Jacobs, a citizen of the United
States of America (“Jacobs”). 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.
(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.
(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.
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.
Item
4. Purpose of Transaction.
The
Shares held by the Reporting Persons were acquired for, and are being held
for,
investment purposes only. The acquisitions of the Shares were made in
the ordinary course of the Reporting Persons’ business or investment activities,
as the case may be.
The
Reporting Persons have sent a letter (the “Letter”) to the Board of Directors of
the Issuer stating their dissatisfaction with the Board of Directors’ corporate
governance and to implore the Board of Directors to better maximize public
shareholder value by realizing the value of the Issuer’s franchise for the
benefit of shareholders. The Letter is attached hereto as Exhibit
B.
Except
as
set forth above, the Reporting Persons have no plan or proposal which relates
to, or would result in, any of the actions enumerated in Item 4 of the
instructions to Schedule 13D.
This
Amendment No. 5 to Schedule 13D is being filed by the Reporting Persons to
affirmatively disclaim being a “group” for purposes of Section 16 of the
Securities Exchange Act of 1934, as amended.
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 October 9, 2007, 3,515,204 shares of Century Bancorp’s Class A Common
Stock were outstanding (as disclosed on Exhibit 99.1 to Century Bancorp’s Form
8-K dated October 9, 2007). 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)
The trading dates, number of Shares
purchased and sold and price per share for all transactions in the Shares that
may be deemed to be beneficially owned by each Reporting Person during the
past
60 days are set forth in Schedule B and were all effected in broker
transactions.
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.
Item
7. Material to be Filed as Exhibits.
|
Exhibit
No.
|
Description
|
|
|
A
B
|
Joint
Filing Agreement among the Reporting Persons dated as of October
26,
2007.
Letter
from the Reporting Persons to the Issuer’s Board of
Directors
|
|
|
|
|
|
|
C
|
Transactions
in the Shares of the Issuer by the Reporting
Persons.
|
|
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.
SIGNATURE
|
SY
JACOBS
|
||
|
/s/
Sy Jacobs
|
||
|
Sy
Jacobs
|
||
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JAM
PARTNERS, L.P.
|
||
|
By:
|
JAM
Managers L.L.C.
|
|
|
General
Manager
|
||
|
By:
|
/s/
Sy Jacobs
|
|
|
Name:
|
||
|
Title:
|
Managing
Member
|
|
|
JAM
MANAGERS L.L.C.
|
|
|
By:
|
/s/
Sy Jacobs
|
|
|
Name:
|
Sy
Jacobs
|
|
|
Title:
|
Managing
Member
|
|
Exhibit
A
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 26th day
of October, 2007.
|
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
|
||
Exhibit
B
 |
Via
mail, email (msloane@century-bank.com),
and facsimile (781-393-4070)
October
23, 2007
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;
It’s
been two years since I last wrote to the board and I’m sure you have hoped that
I’ve just gone away but I am writing to inform you that in fact I’ve increased
my and JAM Partners, LP’s stake in Century Bancorp Class A shares from 6.6% to
8.5%. We’ve done this despite another two years of utter disregard for
shareholder value, awful financial results and shameful corporate governance
on
your part. I will elaborate below as to why I choose to add to our position
despite these negatives.
Your
actions and inactions over the past two years solidify our view that Century’s
board acts not in the interest of the shareholders they are supposed to
represent and are paid by but in the dynastic interests of the Sloane
family. The promotion of the Sloane sons to co-CEO despite the
deterioration of Century’s financial performance under their stewardship, the
continued self dealing real estate transactions between the Sloane family
and
the Bank, the failure to act on obvious and easy measures available to the
board
to increase shareholder value and the maintenance of the dual class share
structure all support our contention.
The
annual announcement of a 300,000 share buyback authorization which then goes
unused despite falling share valuations is a true farce and another example
of
the continued failure to execute on opportunities to increase shareholder
value
per share.
Our
activism campaign of two to three years ago produced a strong outpouring
of
opinion from the vast majority of your largest shareholders. These
shareholders have communicated either publicly to you or privately with feedback
to me and it is clear that they feel that Century should either sell to a
larger
institution who can pay the real economic value of our franchise or the Sloane
family should take the bank private at a fair price instead of running it
like a
private institution for their benefit at our expense. In the fullness of
time it
has become evident that the board ignored the opinion of its largest
shareholders and failed to fulfill its fiduciary responsibility to
them.
So
given this failure why would I choose to increase our stake? We have
grown our assets under management sharply over the past two years and with
Century’s market value falling, it has become a smaller position for us despite
our purchases. The market has spoken aloud regarding the Sloanes’
management performance and the board’s shareholder representation and driven
down the value of Century stock. We recently bought shares at barely above
book
value or a 1% deposit premium despite the great value in Century’s
franchise. The market is, in effect, saying that it sees little
chance that that value, though owned by shareholders, will ever be realized
for
their benefit.
The
recent re-steepening of the yield curve has turned a head-wind on Century’s
earnings performance into a tail-wind. Despite management
protestations, the flat or inverted yield curve does not fully explain Century’s
poor performance as it effected the entire industry and yet Century has been
in
the lowest decile of industry profitability for the past two years.
Nevertheless, the company’s third quarter earnings show that earnings are now
headed back up from the trough levels of 2006. Improving profitability and
a
valuable deposit franchise at barely above book value provides an attractive
investment opportunity despite or even thanks to the board’s refusal to act in
the interest of maximizing shareholder value.
This
letter is being filed as an exhibit to a 13d filing with the SEC despite
there
being no requirement to file with the SEC regarding non-voting Century
securities. I am choosing to file voluntarily so as to exercise my right
as a
shareholder to publicly state my views. I continue to call on the
board and the Sloane family to act by realizing the value of the Century
franchise for the benefit of shareholders. Despite having missed the best
opportunity to maximize absolute price in 2004-2006, the falling share price
still provides the realistic ability to sell the bank and provide a 100%
or more
appreciation to current share levels. If maintaining control of the bank,
your
employment contracts and directorships outweigh your sense of fiduciary
responsibility to shareholders, then at least take the bank private at a
fair
price and do with it what you please.
Thank
you at least for your attention to my letter despite my expectation that
its
opinions will be ignored. So that you know, this is the only position I own
where I am openly critical of our board’s fiduciaries. We have not
undertaken another activist campaign in more than five years.
Sincerely,
Sy
Jacobs
Managing
Member
Jacobs
Asset Management, LLC
JAM
Managers, LLC
As
General Partner for JAM Partners, L.P.
Exhibit
C
TRANSACTIONS
IN THE SHARES
|
JAM
Partners, L.P.
|
||
|
Date
of Transaction
|
Quantity
Purchased (Sold)
|
Unit
Cost
|
|
10/15/07
|
5,603
|
22.12
|
|
10/22/07
|
25,000
|
22.18
|
|
JAM
Managers, L.L.C.
|
||
|
Date
of Transaction
|
Quantity
Purchased (Sold)
|
Unit
Cost
|
|
10/15/07
|
5,603
|
22.12
|
|
10/22/07
|
25,000
|
22.18
|
|
Sy
Jacobs
|
||
|
Date
of Transaction
|
Quantity
Purchased (Sold)
|
Unit
Cost
|
|
10/15/07
|
5,603
|
22.12
|
|
10/22/07
|
25,000
|
22.18
|
SK
01252
0001 822788