UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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)
October 10, 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).
<PAGE>
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:
718,599
9. Sole Dispositive Power:
10. Shared Dispositive Power:
718,599
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
718,599
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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)
9.6%
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:
8. Shared Voting Power:
718,599
9. Sole Dispositive Power:
10. Shared Dispositive Power:
718,599
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
718,599
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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)
9.6%
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:
718,599
9. Sole Dispositive Power:
10. Shared Dispositive Power:
718,599
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
718,599
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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)
9.6%
14. Type of Reporting Person
IN
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<PAGE>
This Amendment No. 3 has been filed for the purposes of
amending the disclosure in Item 4 and disclosing that the
current number of shares of Common Stock in SC Bancorp deemed
beneficially owned by Basswood Partners, L.P., Matthew
Lindenbaum and Bennett Lindenbaum is 718,599.
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 and certain managed accounts which may from time to
time acquire shares of Common Stock, no par value, of SC
Bancorp ("Shares"). Matthew 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.
Item 3. Source and Amount of Funds or Other
Consideration.
As of the date hereof, Basswood, Matthew Lindenbaum and
Bennett Lindenbaum may be deemed to beneficially own 718,599
Shares. All 718,599 Shares are held by the Partnership or by
Basswood International Fund, Inc., over which Basswood,
Matthew Lindenbaum and Bennett Lindenbaum have investment
discretion. The Shares were purchased in open market
transactions at an aggregate cost of $4,212,677. The funds for
the purchase of the Shares held in the Partnership and
Basswood International Fund, Inc. over which Basswood, Matthew
Lindenbaum and Bennett Lindenbaum have investment discretion
have come from the Partnership's and Basswood International
Fund, Inc.'s working capital. The Partnership's and Basswood
International Fund, Inc.'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.
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.
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. In
that regard, Basswood sent a letter, dated October 9, 1996, to
SC Bancorp requesting, under Sections 1600(a) and 1600(c) of
the California General Corporation Law, among other things, to
inspect and copy the record of holders of Shares. Such letter
is filed herewith as Exhibit A. However, Basswood, Matthew
Lindenbaum and Bennett Lindenbaum currently 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, Matthew Lindenbaum and
Bennett Lindenbaum may be deemed to be the beneficial owners
of 718,599 Shares. Based on information received from SC
Bancorp, at June 30, 1996 there were believed to be 7,476,405
Shares outstanding. Therefore, Basswood, Matthew Lindenbaum
and Bennett Lindenbaum may be deemed to be the beneficial
owners of approximately 9.6% 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 Fund, Inc. purchased 5290 Shares in open market
transactions for an aggregate cost of $37,625.12. On October
2, 1996 Matthew Lindenbaum purchased 100 Shares in open market
transactions for an aggregate cost of $711.25.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
No change.
Item 7. Material to be Filed as Exhibits.
A letter from Basswood Partners to SC Bancorp, dated October
10, 1996, requesting, among other things, to inspect and copy
the record of holders of Shares, is filed herewith as Exhibit
A.
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 B.
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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)
October 11, 1996
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<PAGE>
Exhibit A
[LETTERHEAD of BASSWOOD PARTNERS]
October 10, 1996
Board of Directors
SC Bancorp
3800 East La Palma Avenue
Anaheim, CA 92807-1798
Dear Sirs:
Basswood Partners L.P. ("Basswood Partners") currently owns 9.6% of SC
Bancorp's outstanding shares (including 100 shares as a record holder) and,
based on publicly available information, is the largest shareholder of SC
Bancorp (the "Company"). We have been a shareholder since June, 1994. Basswood
Partners has become convinced that the best means of maximizing value for all of
the Company's shareholders is to sell the Company. The recent financial
performance of the Company has been very disappointing; it now appears unlikely
that the Company will even approach its previously stated goal of a 15% return
on equity in 1997. Moreover, we are unaware of any meaningful prospects for
improvement; in fact, core earnings seem to be declining. Any effort to improve
earnings by an acquisition strategy would involve substantial, and we believe
unacceptable, dilution to current shareholders.
At the same time, we believe that there are likely to be a number of
larger institutions that would have a serious interest in purchasing the
Company. Recent transactions in California suggest that the Company's
shareholders could receive a substantial premium over current market, which we
believe the shareholders cannot reasonably expect to achieve, on a present value
basis, if the Company attempts to continue its current course. In our view, a
failure by the Board to explore seriously the sale option would be inconsistent
with its fiduciary obligations to the shareholders.
Because we believe that the Board does not share our view, we intend
to communicate with other shareholders of our Company on matters relating to our
mutual interests as shareholders, including but not limited to communicating
with the Company's shareholders regarding the financial underperformance by the
Company in the recent past and methods to improve the Company's future financial
performance and the Company's value to its shareholders. To facilitate this, and
to enable the shareholders -- the true owners of the Company -- to communicate
their views and better understand their options, pursuant to Section 1600(c) of
the California General Corporation Law (the "CGCL"), Basswood Partners requests
the right to inspect and copy the record of shareholders of the Company during
usual business hours. In addition, pursuant to Section 1600(a) of the CGCL,
Basswood Partners requests the right to do both of the following: (i) inspect
and copy the record of shareholders' names and addresses and shareholdings
during usual business hours on October 21, 1996 and (ii) obtain from the
transfer agent of the Company, after paying the usual charges to such transfer
agent (the amount of which charges shall be stated to Basswood Partners by such
transfer agent), a list of shareholders' names and addresses, who are entitled
to vote for the election of directors of the Company, and their shareholdings,
as of October 9, 1996. We also request that the Company provide to us the other
information and permit us to take the other actions set forth in Annex A as
expeditiously as possible. Basswood Partners agrees to reimburse the reasonable
out-of- pocket costs incurred by the Company (including those of its transfer
agent) in connection with the production of the information requested and in
Annex A hereto.
Respectfully,
Basswood Partners, L.P.
By: /s/ Matthrew Lindenbaum
Matthew Lindenbaum
President
Basswood Management, Inc.,
General Partner
(Enclosure)
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<PAGE>
Annex A
Basswood Partners, L.P. requests that SC Bancorp (the "Company")
provide the following to Basswood Partners, L.P. as expeditiously as possible:
(a) Magnetic computer tape lists of the shareholders
of the Company as of October 9, 1996 showing the
name and address of, and number of shares held
by, each shareholder of record, together with
such computer processing data as is necessary
for Basswood Partners to make use of such magnetic
computer tape, and printouts of such magnetic
computer tape for verification purposes;
(b) All daily transfer sheets showing changes in the
names and addresses of, and number of shares
held by, shareholders of record of the Company which
are in or come into the possession or control of
the Company or its transfer agent, or which can
reasonably be obtained from brokers, dealers,
banks, clearing agencies or voting trustees or
their nominees, from the date of the shareholder
lists referred to in paragraph (a) above through
May 31, 1997;
(c) All information in or which comes into the
possession or control of the Company or its
transfer agent, or which can reasonably be
obtained from brokers, dealers, banks, clearing
agencies or voting trustees or their nominees,
concerning the names and addresses, and number
of shares held by, the participating brokers and
banks named in the individual nominee names of
Cede & Co., and other similar nominees,
including omnibus proxies and all "Weekly Security
Position Listing Daily Closing Balances" reports
issued by The Depository Trust Company; and a
list or lists containing the name and address
of, and number of shares attributable to, any
participant in any Company employee stock
ownership, dividend reinvestment, stock purchase
or comparable plan in which the decision how to
vote or whether to dispose of shares held by
such plan is made, directly or indirectly,
individually or collectively, by the
participants in the plan;
(d) All information in or which comes into the
possession or control of the Company or its
transfer agent, or which can reasonably be
obtained from brokers, dealers, banks, clearing
agencies or voting trustees or their nominees,
relating to the names of the Non-Objecting
Beneficial Owners of shares ("NOBO's") in the
format of a printout and magnetic tape in
descending order balance (such information is
readily available to the Company under
Rule 14b-1(c) of the Securities Exchange Act of 1934,
as amended, from ADP Proxy Services);
(e) A stop list or stop lists relating to any shares and any
changes, corrections, additions or deletions from the date of
the shareholder lists referred to in paragraph (a) above
through May 31, 1997; and
(f) Lists of all holders of record of shares owning 1,000 or more
shares arranged in descending order as of October 9, 1996.
Basswood Partners further requests that modifications, additions or deletions to
any and all information referred to in paragraphs (a) through (f) above be
immediately furnished to Basswood Partners as such modifications, additions or
deletions become available to the Company or its agent or representatives
through May 31, 1997.
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<PAGE>
Exhibit B
AGREEMENT
The undersigned agree that this Schedule 13D dated October 11, 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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