UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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)
November 26, 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).
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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:
729,499
9. Sole Dispositive Power:
10. Shared Dispositive Power:
729,499
11. Aggregate Amount Beneficially Owned by Each Reporting Person
729,499
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12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
9.75%
14. Type of Reporting Person
PN
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<PAGE>
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:
729,499
9. Sole Dispositive Power:
100
10. Shared Dispositive Power:
729,499
11. Aggregate Amount Beneficially Owned by Each Reporting Person
729,599
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12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13. Percent of Class Represented by Amount in Row (11)
9.75%
14. Type of Reporting Person
IN
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<PAGE>
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:
729,499
9. Sole Dispositive Power:
10. Shared Dispositive Power:
729,499
11. Aggregate Amount Beneficially Owned by Each Reporting Person
729,499
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<PAGE>
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
9.75%
14. Type of Reporting Person
IN
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<PAGE>
This Amendment No. 4 has been filed for the purposes of amending the
disclosure in Item 4 and disclosing that the current number of
shares of Common Stock, no par value, of SC Bancorp (the "Shares")
deemed beneficially owned by Basswood Partners, L.P. ("Basswood"),
and Bennett Lindenbaum is 729,499, that the current number of Shares
deemed beneficially owned by Matthew Lindenbaum is 729,599 and that
certain entities controlled by Basswood, Bennett Lindenbaum and
Matthew Lindenbaum have filed a Notice of Change in Bank Control
with the Federal Reserve Bank of San Francisco.
Item 1. Security and Issuer.
--------------------
No change.
Item 2. Identity and Background.
------------------------
This statement has been filed on behalf of 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. 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.
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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 729,499 Shares and Matthew Lindenbaum may be
deemed to beneficially own 729,599 Shares, of which 729,499 are the
Shares as to which Basswood and Bennett Lindenbaum may be deemed
beneficial owners. An aggregate of 729,499 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 trans- actions at an aggregate cost of
$4,331,359.71. 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 invest-
ment discretion have come from the Partner- ship'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.
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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. The Partnership, Basswood International and Garden
State have filed a Notice of Change in Bank Control with the Federal
Reserve Bank of San Francisco concerning the possible acquisition of
Shares which, combined with the Shares presently held by such
entities, may be equivalent to or exceed 10% of the outstanding
Shares. Such Notice states that 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 Matthew
Lindenbaum, Bennett Lindenbaum and/or Paul W. Kurzeka as directors
of SC Bancorp. 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 729,499 Shares and Matthew Lindenbaum
may be deemed to be the beneficial owner of 729,599 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 9.75% 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 October 2, 1996, Basswood International purchased 5,290
Shares in open market transactions for an aggregate cost of
$37,360.63. On October 14, 1996, the Partnership purchased 7,133
Shares in open market transactions for an aggregate cost of
$55,726.56. On October 14, 1996, Garden State purchased 995 Shares
in open market transactions for an aggregate cost of $7,773.44. On
October 14, 1996, Basswood International purchased 1,872 Shares in
open market transactions for an aggregate cost of $14,625.00. On
October 31, 1996, the Partnership purchased 714 Shares in open
market transactions for an aggregate cost of $6,283.20. On October
31, 1996, Garden State purchased 99 Shares in open market
transactions for an aggregate cost of $871.20. On October 31, 1996,
Basswood International purchased 187 Shares in open market
transactions for an aggregate cost of $1,645.60. The Funds for all
such purchases came from such purchasers' working capital.
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<PAGE>
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.
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<PAGE>
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)
November 26, 1996
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<PAGE>
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D dated November 26, 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)
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