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).
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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:
730,499
9. Sole Dispositive Power:
10. Shared Dispositive Power:
730,499
11. Aggregate Amount Beneficially Owned by Each Reporting Person
730,499
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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)
9.77%
14. Type of Reporting Person
PN
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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
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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)
9.77%
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:
730,499
9. Sole Dispositive Power:
10. Shared Dispositive Power:
730,499
11. Aggregate Amount Beneficially Owned by Each Reporting Person
730,499
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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)
9.77%
14. Type of Reporting Person
IN
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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.
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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 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.
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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. 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.
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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)
December 27, 1996
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<PAGE>
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)
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