-----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, RYMhQDWuEwTuNO7gYM/ep/Fn1qXAF5xN++GUUKxBeNIUjoevlhJEXDOyweQlELtB jR/8xibhmerzI/Xvydr3aA== 0000919574-96-000017.txt : 19960117 0000919574-96-000017.hdr.sgml : 19960117 ACCESSION NUMBER: 0000919574-96-000017 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960116 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CUPERTINO NATIONAL BANCORP CENTRAL INDEX KEY: 0000757790 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 330060898 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-41618 FILM NUMBER: 96503687 BUSINESS ADDRESS: STREET 1: 20230 STEVENS CREEK BLVD CITY: CUPERTINO STATE: CA ZIP: 95014 BUSINESS PHONE: 4089961144 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 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 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Name of Issuer: Cupertino National Bancorp Title of Class of Securities: Common Stock CUSIP Number: 231 260 100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Bennett Lindenbaum c/o Basswood Partners, 52 Forest Avenue, Paramus, NJ 07652; (201) 843-3644 (Date of Event which Requires Filing of this Statement) January 3, 1996 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-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [X]. (A fee is not required only if the reporting 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 such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 231260100 1. Name of Reporting Person S.S. OR I.R.S. Identification No. of Above Person 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. Citizen or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 8. Shared Voting Power: 100,596 9. Sole Dispositive Power: 10. Shared Dispositive Power: 100,596 11. Aggregate Amount Beneficially Owned by Each Reporting Person 100,596 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13. Percent of Class Represented by Amount in Row (11) 5.5% 14. Type of Reporting Person* PN 1. Name of Reporting Person S.S. OR I.R.S. Identification No. of Above Person MATTHEW LINDENBAUM ###-##-#### 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. Citizen or Place of Organization U.S.A. Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 8. Shared Voting Power: 100,596 9. Sole Dispositive Power: 10. Shared Dispositive Power: 100,596 11. Aggregate Amount Beneficially Owned by Each Reporting Person 100,596 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13. Percent of Class Represented by Amount in Row (11) 5.5% 14. Type of Reporting Person* IN 1. Name of Reporting Person S.S. OR I.R.S. Identification No. of Above Person Bennett Lindenbaum ###-##-#### 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. Citizen or Place of Organization U.S.A. Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 8. Shared Voting Power: 100,596 9. Sole Dispositive Power: 10. Shared Dispositive Power: 100,596 11. Aggregate Amount Beneficially Owned by Each Reporting Person 100,596 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* 13. Percent of Class Represented by Amount in Row (11) 5.5% 14. Type of Reporting Person* IN Item 1. Security and Issuer This statement relates to shares of voting common stock (the "Common Stock") of Cupertino National Bankcorp. ("Cupertino"). Cupertino's principal executive office is located at 20230 Stevens Creek Boulevard, Cupertino, California 95014. Item 2. Identity and Background This statement is being filed on behalf of Basswood Partners, L.P. ("Basswood"), a Delaware limited partnership, and Matthew and Bennett Lindenbaum, the principals of Basswood's general partner. Basswood's principal office is at 52 Forest Avenue, Paramus, NJ 07652. Basswood currently is the general partner of Basswood Financial Partners, L.P. ("the Partnership"), and advises several accounts including Basswood International Fund, Inc. (the "Account"). Matthew Lindenbaum and Bennett Lindenbaum are the sole principals of Basswood Management, Inc., the general partner of Basswood. Matthew Lindenbaum and Bennett Lindenbaum have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Matthew Lindenbaum and Bennett Lindenbaum have not, 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 of America. Item 3. Source and Amount of Funds or Other Consideration As of the date hereof, Basswood, Matthew Lindenbaum and Bennett Lindenbaum are deemed to beneficially own 100,596 shares of Cupertino's Common Stock. All 100,596 shares are held by the Partnership or by the Account over which Basswood, Matthew Lindenbaum and Bennett Lindenbaum have investment discretion. The shares were purchased in open market transactions for an aggregate cost of $1,122,647. The funds for the purchase of the Common Stock held in the Partnership and the Account over which Basswood, Matthew Lindenbaum and Bennett Lindenbaum have investment discretion have come from the Partnership or each account's own funds. Leverage was used to purchase shares of Cupertino's Common Stock. Item 4. Purpose of Transaction The shares of Common Stock beneficially owned by Basswood, Matthew Lindenbaum and Bennett Lindenbaum were acquired for, and are being held for, investment purposes. Basswood, Matthew Lindenbaum and Bennett Lindenbaum 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 the Issuer As of the date hereof, Basswood, Matthew Lindenbaum and Bennett Lindenbaum are deemed to be the beneficial owners of 100,596 shares of Cupertino's Common Stock. Based on information received from Cupertino's employees there are believed to be 1,808,585 shares of Cupertino's voting Common Stock outstanding. Therefore, Basswood, Matthew Lindenbaum and Bennett Lindenbaum beneficially own 5.5% of Cupertino's outstanding shares of Common Stock. 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 Cupertino's Common Stock that they currently beneficially own. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Basswood, Matthew Lindenbaum and Bennett Lindenbaum have no contract, arrangement, understanding or relationship with any person with respect to the Common Stock of Cupertino. Item 7. Material to be Filed as Exhibits Attached hereto as Exhibit A is a description of the transactions in the Common Stock of Cupertino that were effected by the reporting persons during the past 60 days. Signature The undersigned, after reasonable inquiry and to the best of its knowledge and belief, certifies 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 January 12, 1996 00705003.AC1 AGREEMENT The undersigned agree that this Schedule 13D dated January 12, 1996 relating to the Common Stock of Cupertino National 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 00705003.AC1 EXHIBIT A Daily Transactions - Common Stock Trade Date Number of Shares Price Per Share 11/09/95 1,458 13.500 11/09/95 279 13.500 11/22/95 2,567 14.375 11/22/95 481 14.375 11/29/95 4,939 Stock Div 11/29/95 938 Stock Div 11/30/95 4,375 13.000 11/30/95 837 13.000 12/22/95 8,650 13.000 12/22/95 1,912 13.000 01/02/96 2,160 13.500 01/03/96 10,903 13.500 01/03/96 4,194 13.750 01/03/96 2,097 13.500 01/03/96 806 13.750 00705003.AC1 -----END PRIVACY-ENHANCED MESSAGE-----