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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.: 2
Name of Issuer: SC Bancorp
Title of Class of Securities: Common Stock, no par value
CUSIP Number: 783 880 107
(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)
June 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 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).
*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 the disclosures provided
in a prior cover page.
The information required in 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).
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CUSIP No. 783880107
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 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:
713,209
9. Sole Dispositive Power:
10. Shared Dispositive Power:
713,209
11. Aggregate Amount Beneficially Owned by Each Reporting Person
713,209
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
9.5%
14. Type of Reporting Person
PN
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CUSIP No. 783880107
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 if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship 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:
713,209
9. Sole Dispositive Power:
10. Shared Dispositive Power:
713,209
11. Aggregate Amount Beneficially Owned by Each Reporting Person
713,209
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
9.5%
14. Type of Reporting Person
IN
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CUSIP No. 783880107
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 if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship 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:
713,209
9. Sole Dispositive Power:
10. Shared Dispositive Power:
713,209
11. Aggregate Amount Beneficially Owned by Each Reporting Person
713,209
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
9.5%
14. Type of Reporting Person
IN
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The reason for the filing of this Amendment No. 2 to the
previously filed Schedule 13D is to amend the disclosure
in Item 4, Purpose of Transaction, and to reflect that
the actual number of shares of Common Stock in SC
Bancorp deemed to be beneficially owned by Basswood
Partners, L.P. and Matthew and Bennett Lindenbaum is
713,209.
Item 1. Security and Issuer.
No change.
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
sole principals of Basswood Management, Inc., Basswood's
general partner. Basswood's principal office is at 52
Forest Avenue, Paramus, NJ 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. Matthew
and Bennett Lindenbaum also have investment discretion
over certain managed accounts which may acquire shares
of Common Stock in SC Bancorp from time to time.
Neither Matthew Lindenbaum nor Bennett Lindenbaum have,
during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors). Neither Matthew Lindenbaum nor Bennett
Lindenbaum have, 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
713,209 shares of Common Stock (the "Shares"), no par
value, in SC Bancorp. All 713,209 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
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cost of $3,846,472. 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 it.
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 speaking
with other shareholders of SC Bancorp and other parties
in order to discuss methods of enhancing shareholder
value. However, 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 Issuer.
As of the date hereof, Basswood, Matthew Lindenbaum and
Bennett Lindenbaum are deemed to be the beneficial
owners of 713,209 Shares. Based on information received
from SC Bancorp, at April 30, 1996 there were believed
to be 7,472,805 Shares outstanding. Therefore,
Basswood, Matthew Lindenbaum and Bennett Lindenbaum
beneficially own 9.5% 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 that they are deemed
to beneficially own. There were no transactions in the
Shares effected by Basswood or Matthew or Bennett
Lindenbaum during the past sixty days.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
No change.
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Item 7. Material to be Filed as Exhibits.
An agreement relating to the filing of a joint
statement as required by Rule 13d-1(f) under
the Securities Exchange Act of 1934 is filed
herewith as Exhibit A.
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Signature
The undersigned, after reasonable inquiry and to
the best of their knowledge and belief, 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
June 10, 1996
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Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D dated
June 10, 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
00705003.AD6
