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. 4)
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)
August 10, 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
---------------------
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
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)
6.0%
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
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)
6.0%
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
232,500 +
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
232,500 +
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
232,500 +
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
14. TYPE OF REPORTING PERSON
IN
----------
+ Amendment No.3 to this Schedule 13D incorrectly listed Sy Jacobs as having
beneficial ownership over 230,000 Shares. This Amendment No. 4 contains the
correct beneficial ownership totals.
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) [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
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) [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
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) [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
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) [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
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
---------------------
________________________________________________________________________________
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 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.
________________________________________________________________________________
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 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. 4 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 July 31, 2006, 3,489,938 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, 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) 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.
(e) As of the termination of the Group on August 10, 2006, Castine
Partners, LP, Castine Partners II, LP, Castine Offshore Fund, Ltd. and Paul
Magidson ceased to be deemed to be beneficial owners of more than 5% of the
Issuer's Class A Common Stock.
________________________________________________________________________________
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
----------- -----------
1 Joint Filing Agreement among the Reporting Persons dated as of
August 14, 2006.
________________________________________________________________________________
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
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
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 August, 2006.
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
SK 01252 0001 694617