SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

þ		ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1997

o		TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Century Bancorp 401(k) Plan
(Full Title of the Plan)

CENTURY BANCORP, INC.

(Issuer of the securities held pursuant to the Plan)

400 Mystic Avenue
Medford, MA 02155
(Address of principal executive offices)

 

 

Century Bancorp 401(k) Plan

Table of Contents

		Page
Report of Independent Registered Public Accounting Firm			1
Statements of Net Assets Available for Plan Benefits			2-3
Statement of Changes Net Assets Available for Plan Benefits			4-5
Notes to Financial Statements			6-8
Supplemental Schedule
Schedule I — Schedule of Assets Held for Investment Purposes			9
Schedule II — Schedule of Reportable Transactions			10
Signatures			11
Ex-23.1 Consent of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm

The Board of Directors of Century Bancorp, Inc.
Century Bancorp, Inc 401(k) Plan:

We have audited the accompanying statements of net assets available for plan benefits of Century Bancorp, Inc. 401(k) Plan (the Plan) as of December 31, 1997 and 1996, and the related statements of changes in net assets available for plan benefits for the year ended December 31, 1997 and the period October 1, 1996 through December 31, 1996. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan as of December 31, 1997 and 1996, and the changes in net assets available for plan benefits for the year ended December 31, 1997 and the period October 1, 1996 through December 31, 1996, in conformity with U.S. generally accepted accounting principles.

Our audits were performed for the purpose of forming an opinion on the basic financial statements, taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions are presented for purposes of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The fund information in the statements of net assets available for plan benefits and the statements of changes in net assets available for plan benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The supplemental schedules are the responsibility of the Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

Boston, Massachusetts

May 13, 1998

CENTURY BANCORP, INC.
401 (k) Plan

Statement of Net Assets Available for Plan Benefits

December 31, 1997

		1784 U.S.												Fidelity
		Treasury				1784				MFS				Advisor				Putnam				Century
		Money				Short-term				Emerging				Growth				Fund for				Bancorp
		Market				Income				Growth				Opportunities				Growth &				Stock
		Fund				Fund				Fund				Fund				Income				Fund				Total
Assets
Investments, at fair value (Note 3)		$	25,677				11,663				151,326				122,753				157,580				33,856				502,855
Participants’ contributions receivable			1,684				731				9,226				6,509				8,242				1,503				27,895
Total assets			27,361				12,394				160,552				129,262				165,822				35,359				530,750
Net assets available for plan benefits		$	27,361				12,394				160,552				129,262				165,822				35,359				530,750

See accompanying notes to financial statements.

CENTURY BANCORP, INC.
401(k) Plan

Statement of Net Assets Available for Plan Benefits

December 31, 1996

		1784												Fidelity
		U.S. Treasury				1784				MFS				Advisor				Putnam				Century
		Money				Short-term				Emerging				Growth				Fund for				Bancorp
		Market				Income				Growth				Opportunities				Growth &				Stock
		Fund				Fund				Fund				Fund				Income				Fund				Total
Assets
Investments, at fair value (Note 3)		$	3,562				1,564				17,230				13,566				18,303				3,450				57,675
Participants’ contributions receivable			1,716				707				8,332				6,600				7,731				1,596				26,682
Total assets			5,278				2,271				25,562				20,166				26,034				5,046				84,357
Net assets available for plan benefits		$	5,278				2,271				25,562				20,166				26,034				5,046				84,357

See accompanying notes to financial statements.

CENTURY BANCORP, INC.
401(k) Plan

Statement of Changes in Net Assets Available for Plan Benefits

Year ended December 31, 1997

														Fidelity
		1784				1784				MFS				Advisor				Putnam				Century
		U.S. Treasury				Short-term				Emerging				Growth				Fund for				Bancorp
		Money Market				Income				Growth				Opportunities				Growth &				Stock
		Fund				Fund				Fund				Fund				Income				Fund				Total
Additions:
Investment income		$	1,230				434				1,419				7,736				19,371				—				30,190
Net appreciation (depreciation) in fair value of investments			—				184				11,679				8,869				(2,108	)			5,976				24,600
Contributions from employees			22,533				10,723				124,314				94,244				125,126				24,020				400,960
Total additions			23,763				11,341				137,412				110,849				142,389				29,996				455,750
Deductions:
Benefits paid to participants			(90	)			(1,107	)			(3,607	)			(1,672	)			(2,690	)			(191	)			(9,357	)
Total deductions			(90	)			(1,107	)			(3,607	)			(1,672	)			(2,690	)			(191	)			(9,357	)
Transfers			( 1,590	)			(111	)			1,185				(81	)			89				508				—
Net increase			22,083				10,123				134,990				109,096				139,788				30,313				446,393
Net assets available for plan benefits:
Beginning of year			5,278				2,271				25,562				20,166				26,034				5,046				84,357
End of year		$	27,361				12,394				160,552				129,262				165,822				35,359				530,750

See accompanying notes to financial statements.

CENTURY BANCORP, INC.
401(k) Plan

Statement of Changes in Net Assets Available for Plan Benefits

For the period October 1, 1996 through December 31,1996

		1784												Fidelity
		U.S. Treasury				1784				MFS				Advisor				Putnam				Century
		Money				Short-term				Emerging				Growth				Fund for				Bancorp
		Market				Income				Growth				Opportunities				Growth &				Stock
		Fund				Fund				Fund				Fund				Income				Fund				Total
Additions:
Investment income		$	54				11				207				729				1,279				—				2,280
Net depreciation in fair value of investments			—				(9	)			(806	)			(758	)			(991	)			(257	)			(2,821	)
Contributions from employees			5,600				2,574				26,161				20,360				25,790				5,367				85,852
Total additions			5,654				2,576				25,562				20,331				26,078				5,110				85,311
Deductions:
Benefits paid to participants			(376	)			(305	)			—				(165	)			(44	)			(64	)			(954	)
Total deductions			(376	)			(305	)			—				(165	)			(44	)			(64	)			(954	)
Net increase			5,278				2,271				25,562				20,166				26,034				5,046				84,357
Net assets available for plan benefits:
Beginning of period			—				—				—				—				—				—				—
End of period		$	5,278				2,271				25,562				20,166				26,034				5,046				84,357

See accompanying notes to financial statements.

CENTURY BANCORP, INC.
401(k) Plan

Notes to Financial Statements

December 31, 1997 and 1996

(1)		Description of Plan
		The following description of the Century Bancorp, Inc. 401(k) Plan (the Plan) is provided for general information purposes. Participants should refer to the Plan document for more detailed information.

	(a)		General
			The Century Bancorp, Inc. 401 (k) Plan was established on October 1, 1996 for the purpose of providing a medium for eligible employees to supplement their retirement income through salary reduction arrangements on a tax-deferred basis, and is established for the exclusive benefit of the employees and their beneficiaries. The Plan is a defined contribution savings plan for all employees of Century Bancorp, Inc. who have attained age twenty-one and completed one year of service. Century Bancorp, Inc. pays all general administrative expenses of the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
	(b)		Contributions
			Each participant of the Plan may enter into an enrollment agreement under which participants agree to reduce their compensation by a specified percent. The percentage shall not be less than 2% nor more than 15% of the participant’s annual compensation, subject to IRS limitations.
	(c)		Vesting
			Participants are fully vested in all benefits.
	(d)		Payment of Benefits
			Under the terms of the Plan, participants retiring at or after age 59 1/2 are eligible to receive the entire balances in all of the accounts maintained for such participants in a lump sum payment. Participants terminating employment prior to retirement receive their entire account balance as a lump sum payment, with applicable taxes withheld, or as a rollover into another qualified plan. In the event of death, the full value of the participant’s account is payable to the designated beneficiary in a lump sum.

CENTURY BANCORP, INC.
401(k) Plan

Notes to Financial Statements, Continued

(1),

Continued

	(e)		Participants’ Loans
			Participant loans may be granted by the Plan Administrator on a uniform and nondiscriminatory basis, upon written request by a participant. The minimum loan amount is $1 ,000. The maximum loan amount cannot exceed the lesser of 50% of the participant’s account balance or $50,000. Loans are repaid through a payroll deduction and generally within 5 years. As of December 31, 1997, no participants had requested a loan from the Plan.

(2)

Summary of Significant Accounting Policies

	(a)		Basis of Presentation
			The accompanying financial statements of the Plan have been prepared on the accrual basis of accounting and present the net assets available for plan benefits and changes in those net assets.
	(b)		Investment Valuation and Income Recognition
			Marketable investments are stated at fair value. The fair value of marketable investments is based on quoted market prices. Money market fund investments are stated at cost, which approximates fair value.
			Securities transactions are recognized on the trade date (the date the order to buy or sell is executed). Dividend income is recorded on the ex-dividend date. Realized gains and losses are determined on the average cost method.
	(c)		Management Estimates
			The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

CENTURY BANCORP, INC.
401(k) Plan

Notes to Financial Statements, Continued

(3)		Investments
		The Plan’s investment options include six funds: (a) a money market fund (1784 U.S. Treasury Money Market) which seeks to preserve principal value and maintain a high degree of liquidity while providing current income; (b) a bond fund (1784 Short-term Income Fund) which invests in high quality, short-term bonds and seeks to achieve price stability; (c) an aggressive growth fund (MFS Emerging Growth Fund) which seeks to provide long-term growth of capital by investing in common stocks of small and medium-size companies showing earnings growth over time; (d) a growth fund (Fidelity Advisor Growth Opportunities Fund) which invests in a broad range of companies, industries and securities for diversification, while seeking growth opportunities in small, medium and large companies; (e) a growth & income fund (Putnam Fund for Growth & Income) which seeks to provide capital growth and current income investing primarily in common stocks that pay dividends and/or bonds; or (f) a company stock fund (Century Bancorp Stock Fund) in which amounts invested are used to purchase shares of Class A Common Stock of Century Bancorp, Inc.
		The following is a listing of individual investments that represent 5% or more of net assets available for plan benefits at December 31:

		1997				1996
MFS Emerging Growth Fund		$	151,326				17,230
Fidelity Growth Opportunities Fund			122,753				13,566
Putnam Fund for Growth & Income			157,580				18,303
Century Bancorp Stock Fund			33,856				—

(4)		Distribution on Termination of the Plan
		Although it has not expressed any intent to do so, Century Bancorp, Inc. has the right under the Plan to terminate the Plan subject to the provisions of ERISA. In the event of termination of the Plan, the rights of all members to amounts credited to their accounts shall be fully vested and nonforfeitable.
(5)		Income Taxes
		The Plan is qualified as a defined contribution plan under Section 401(k) of the Internal Revenue Code. The Internal Revenue Service issuance of a determination letter is pending. The Plan continues to operate within the terms of the Plan and believes that it is qualified under the applicable provisions of the Internal Revenue Code.

Schedule I

CENTURY BANCORP, INC.
401(k) Plan

Item 27a — Schedule of Assets Held for Investment Purposes
December 31, 1997

		(b) Identity of issuer, borrower,								(e) Current
(a)		lessor or similar party		(c) Description of Investment		(d) Cost				Value
		1784 U.S. Treasury Money Market		Mutual Fund		$	25,677				25,677
		1784 Short-term Income Fund		Mutual Fund			11,499				11,663
		MFS Emerging Growth Fund		Mutual Fund			140,184				151,326
		Fidelity Advisory Growth Opportunities Fund		Mutual Fund			114,057				122,753
		Putnam Fund for Growth & Income		Mutual Fund			159,921				157,580
*		Century Bancorp Stock Fund		Common Stock Fund			27,921				33,856
						$	479,259				502,855

Schedule II

CENTURY BANCORP, INC.
401(k) Plan

Item 27d—Schedule of Reportable Transactions

Year ended December 31, 1997

										(h) Current value
(a) Identity of		(b) Description		(c) Purchase		(d) Selling		(g) Cost of		of asset on		(i) Net
party involved		of asset		price		Price		asset		transaction date		gain
1784 U.S. Treasury		Mutual Fund		$23,778		—		—		23,778		—
Money Market				—		1,679		1,679		1,679		—
1784 Short-term		Mutual Fund		11,119		—		—		11,119		—
Income Fund				—		1,215		1,194		1,215		21
MFS Emerging		Mutual Fund		126,498		—		—		126,498		—
Growth Fund				—		4,081		3,544		4,081		537
Fidelity Advisory		Mutual Fund		102,394		—		—		102,394		—
Growth Opportunities Fund				—		2,076		1,903		2,076		173
Putnam Fund for Growth		Mutual Fund		144,464		—		—		144,464		—
& Income				—		3,078		2,846		3,078		232
* Century Bancorp		Common Stock		24,900		—		—		24,900		—
Stock Fund		Fund		—		470		429		470		41

The Plan is subject to the Employee Retirement Income Security Act of 1974 (ERISA). Therefore, in lieu of the requirements of items 1-3 of Form 11-K, the financial statements and supplemental schedules of the Plan for the year ended December 31, 1997 and the period October 1, 1996 through December 31, 1996, have been prepared in accordance with the financial reporting requirements of ERISA, are attached hereto.

Signatures

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit Index

Number		Title
23.1		Consent of KPMG LLP, Independent Registered Public Accounting Firm