SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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.)
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)
Paul Magidson
c/o Castine Capital Management, LLC
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)
December 28, 2006
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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
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Castine Capital Management, LLC
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
0
8. SHARED VOTING POWER
197,476
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
197,476
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
197,476
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.64%
14. TYPE OF REPORTING PERSON
IA
CUSIP No. 156432106
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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) [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
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
197,476
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
197,476
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
197,476
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.64%
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 Castine Capital Management, LLC,
("Castine") a Delaware limited liability company and 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 Castine and Magidson is c/o Castine Capital
Management, LLC, One International Place, Suite 2401, Boston, Massachusetts
02110.
(c) Castine is the investment manager of three investment funds which each
individually own shares of Century Bancorp, Inc. and Magidson is the managing
member of Castine.
(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.
The source of funds used in making the purchases was working capital.
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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 been and may continue to be in contact with members
of the Issuer's management, the Issuer's Board of Directors, other significant
shareholders and others regarding alternatives that the Issuer could employ to
improve shareholder value including, but not limited to, its plans with respect
to financial matters and avoiding the dilution of shareholder value. In an
effort to protect their investment, as well as to maximize shareholder value,
the Reporting Persons may acquire additional Shares, dispose of all or some of
these Shares from time to time, in each case in open market or private
transactions, block sales or purchases or otherwise, or may continue to hold the
Shares, depending on business and market conditions, its continuing evaluation
of the business and prospects of the Issuer and other factors.
Except as set forth above, the Reporting Persons have no present plans or
intentions that would result in or relate to any of the transactions described
in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
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Item 5. Interest in Securities of the Issuer.
(a) As of November 9, 2006, 3,498,738 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 September 30, 2006). 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 during the past 60 days by the
Reporting Persons are set forth in Exhibit B.
The Reporting Persons specifically disclaim beneficial ownership in the
Shares reported herein except to the extent of their pecuniary interest therein.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The Reporting Persons do not have any contract, arrangement, understanding
or relationship with any person with respect to the Shares.
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Item 7. Material to be Filed as Exhibits.
Exhibit A: Joint Filing Agreement.
Exhibit B: Transactions in the Shares by the Reporting Persons during the prior
60 days.
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
CASTINE CAPITAL MANAGEMENT, LLC
By: /s/ Paul Magidson
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Name: Paul Magidson
Title: Managing Member
PAUL MAGIDSON
By: /s/ Paul Magidson
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Name: Paul Magidson
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 8th day of January, 2006.
CASTINE CAPITAL MANAGEMENT, LLC
By: /s/ Paul Magidson
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Name: Paul Magidson
Title: Managing Member
PAUL MAGIDSON
By: /s/ Paul Magidson
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Name: Paul Magidson
Exhibit B
TRANSACTIONS IN THE SHARES
Date of Number of Shares
Transaction Purchase/(Sold) Price of Shares
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12/01/2006 1,529 (sold) $26.5
12/01/2006 1,529 (purchased) $26.5
12/28/06 25,000(purchased) $27.5
TRANSACTIONS IN THE WARRANTS WHICH ARE EXERCISABLE INTO THE SHARES
None
SK 21745 0002 736515