-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IE7hE2MepyBEUXh3M9QCcaB5L0jCVGLbqFYrH6bZod/uJElLLXNeFLlsAwRE71ZB 38OegqtFAtG8z7AIvveOAQ== 0000891836-96-000359.txt : 19961231 0000891836-96-000359.hdr.sgml : 19961231 ACCESSION NUMBER: 0000891836-96-000359 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961227 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SC BANCORP CENTRAL INDEX KEY: 0000351617 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 953585586 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42279 FILM NUMBER: 96686889 BUSINESS ADDRESS: STREET 1: 3800 EAST LAPALMA AVENUE CITY: ANAHEIM STATE: CA ZIP: 92807 BUSINESS PHONE: 7142288200 MAIL ADDRESS: STREET 1: 3800 EAST LAPALM AVENUE CITY: ANAHEIM STATE: CA ZIP: 92807 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BASSWOOD PARTNERS L P ET AL CENTRAL INDEX KEY: 0000942793 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 52 FOREST AVENUE CITY: PARAMUS STATE: NJ ZIP: 07652 MAIL ADDRESS: STREET 1: 52 FOREST AVENUE STREET 2: P O BOX 1549 CITY: PARAMUS STATE: NJ ZIP: 07653 SC 13D/A 1 AMENDMENT NO. 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) SC Bancorp (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 783 880 107 (CUSIP Number) Bennett Lindenbaum Basswood Partners, L.P. 52 Forest Avenue Paramus, New Jersey 07652 (201) 843-3644 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 27, 1996 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-l(b)(3) or (4), check the following box [ ]. Check the following line if a fee is being paid with this statement [ ]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of class. See Rule 13d-7). CUSIP No. 783880107 1. Name of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Basswood Partners, L.P. 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 With: 7. Sole Voting Power: 8. Shared Voting Power: 730,499 9. Sole Dispositive Power: 10. Shared Dispositive Power: 730,499 11. Aggregate Amount Beneficially Owned by Each Reporting Person 730,499 -2- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 9.77% 14. Type of Reporting Person PN -3- CUSIP No. 783880107 1. Name of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Matthew Lindenbaum 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [x] 3. SEC Use Only 4. Source of Funds AF, 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 Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 100 8. Shared Voting Power: 730,499 9. Sole Dispositive Power: 100 10. Shared Dispositive Power: 730,499 11. Aggregate Amount Beneficially Owned by Each Reporting Person 730,599 -4- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 9.77% 14. Type of Reporting Person IN -5- CUSIP No. 783880107 1. Name of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Bennett Lindenbaum 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [x] 3. SEC Use Only 4. Source of Funds AF, 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 Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 8. Shared Voting Power: 730,499 9. Sole Dispositive Power: 10. Shared Dispositive Power: 730,499 11. Aggregate Amount Beneficially Owned by Each Reporting Person 730,499 -6- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13. Percent of Class Represented by Amount in Row (11) 9.77% 14. Type of Reporting Person IN -7- Item 1. Security and Issuer. -------------------- No change. Item 2. Identity and Background. ------------------------ This statement has been filed on behalf of Basswood Partners, L.P. ("Basswood"), a Delaware limited partnership, and Matthew Lindenbaum and Bennett Lindenbaum, the sole principals of Basswood Management, Inc., Basswood's general partner. Basswood's, Matthew Lindenbaum's and Bennett Lindenbaum's principal business address is 52 Forest Avenue, Paramus, New Jersey 07652. Basswood is the general partner of Basswood Financial Partners, L.P. (the "Partnership"), and advises Basswood International Fund, Inc., a Cayman Islands exempted company ("Basswood International"), and certain managed accounts (including 1994 Garden State Trust, a New Jersey trust ("Garden State")), which may from time to time acquire shares of Common Stock, no par value, of SC Bancorp ("Shares"). Matthew Lindenbaum and Bennett Lindenbaum also have investment discretion over certain managed accounts which may from time to time acquire Shares. Neither Basswood, Matthew Lindenbaum nor Bennett Lindenbaum has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Neither Basswood, Matthew Lindenbaum nor Bennett Lindenbaum has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in 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 violations with respect to such laws. Matthew Lindenbaum and Bennett Lindenbaum are citizens of the United States. -8- Item 3. Source and Amount of Funds or Other Consideration. -------------------------------------------------- As of the date hereof, Basswood and Bennett Lindenbaum may be deemed to beneficially own 730,499 Shares and Matthew Lindenbaum may be deemed to beneficially own 730,599 Shares, of which 730,499 are the Shares as to which Basswood and Bennett Lindenbaum also may be deemed beneficial owners. An aggregate of 730,499 Shares are held by the Partnership, Basswood International and Garden State, over which Basswood, Matthew Lindenbaum and Bennett Lindenbaum have investment discretion. 100 Shares are held by Matthew Lindenbaum. The Shares were purchased in open market transactions at an aggregate cost of $4,874,812.52. The funds for the purchase of the Shares held by the Partnership, Basswood International and Garden State over which Basswood, Matthew Lindenbaum and Bennett Lindenbaum have investment discretion have come from the Partnership's Basswood International's and Garden State's working capital. The Partnership's, Basswood International's and Garden State's working capital includes the proceeds of margin loans entered into in the ordinary course of business with Goldman, Sachs & Co., such loans being secured by the securities owned by such entities. The funds for the purchase of the Shares held by Matthew Lindenbaum have come from his personal funds. Item 4. Purpose of Transaction. ----------------------- The Shares beneficially owned by Basswood, Matthew Lindenbaum and Bennett Lindenbaum were acquired for, and are being held for, investment purposes. -9- Matthew Lindenbaum and Bennett Lindenbaum are communicating with other shareholders of SC Bancorp and other parties in order to discuss methods of enhancing shareholder value, which may include the acquisition of SC Bancorp by another financial institution or other party. As previously disclosed, one or more of the Partnership, Basswood International and Garden State, or any individual or entity which controls one or more of such entities, may nominate three individuals as directors of SC Bancorp. Such individuals may include Bennett Lindenbaum, Paul W. Kurzeka and William B. Tomlinson, II. The Partnership, Basswood International and Garden State have recently determined not to acquire 10% or more of the outstanding Shares, in order to remain free to pursue other strategies for maximizing shareholder value. Accordingly, such entities have withdrawn the Notice of Change in Bank Control that they had filed with the Federal Reserve Bank of San Francisco. Basswood, Matthew Lindenbaum and Bennett Lindenbaum otherwise 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. Item 5. Interest in Securities of Issuer. --------------------------------- As of the date hereof, Basswood and Bennett Lindenbaum may be deemed to be the beneficial owners of 730,499 Shares and Matthew Lindenbaum may be deemed to be the beneficial owner of 730,599 Shares. Based on publicly available information, at November 1, 1996 there were believed to be 7,480,355 Shares outstanding. Therefore, Basswood, Matthew Lindenbaum and Bennett Lindenbaum may be deemed to be the beneficial owners of approximately 9.77% of the outstanding Shares. Basswood, Matthew Lindenbaum and Bennett Lindenbaum have the power to vote, direct the vote, dispose of or direct the disposition of all the Shares of which they may be deemed to be the beneficial owners. On November 29, 1996 Garden State purchased 1000 Shares for an aggregate cost of $9,187.50. The funds for such purchase came from Garden State's working capital. -10- Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. ------------------------------------ No change. Item 7. Material to be Filed as Exhibits. --------------------------------- An agreement relating to the filing of a joint statement as required by Rule 13a-1(f) under the Securities Exchange Act of 1934 is filed herewith as Exhibit A. -11- SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. BASSWOOD PARTNERS, L.P. By: Basswood Management, Inc., its General Partner By: /s/ Matthew Lindenbaum ---------------------------------- Matthew Lindenbaum, President /s/ Matthew Lindenbaum ---------------------------------- (Matthew Lindenbaum) /s/ Bennett Lindenbaum ---------------------------------- (Bennett Lindenbaum) December 27, 1996 -12- Exhibit A AGREEMENT The undersigned agree that this Schedule 13D dated December 27, 1996 relating to the Common Stock of SC Bancorp shall be filed on behalf of the undersigned. BASSWOOD PARTNERS, L.P. By: Basswood Management, Inc., its General Partner By: /s/ Matthew Lindenbaum ---------------------------------- Matthew Lindenbaum, President /s/ Matthew Lindenbaum ---------------------------------- (Matthew Lindenbaum) /s/ Bennett Lindenbaum ---------------------------------- (Bennett Lindenbaum) -11- -----END PRIVACY-ENHANCED MESSAGE-----