UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
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)
February 18, 1997
(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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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
Whitewood Financial Partners, L.P. ("Whitewood"), 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, Whitewood, 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, Whitewood'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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As previously disclosed, 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.
On January 21, 1997, the Partnership filed with the Commission a
Schedule 14A containing a preliminary consent statement relating to
the proposed solicitation by Basswood of consents of shareholders of
SC Bancorp to (1) the amendment of the Company's Amended and
Restated By-laws to increase the size of SC Bancorp's Board of
Directors by three members, and (2) the election of Bennett
Lindenbaum, Paul W. Kurzeka and William B. Tomlinson, II as
directors of SC Bancorp.
On February 10, 1997, the Partnership mailed a letter to the
Secretary of SC Bancorp requesting that the Board of Directors set a
record date to determine the identities of shareholders entitled to
execute written consents, in accordance with a recent amendment to
SC Bancorp's By-laws.
On February 18, 1997, the Partnership mailed a letter to the
Secretary of SC Bancorp nominating Messrs. Lindenbaum, Kurzeka and
Tomlinson as directors of SC Bancorp, in accordance with SC
Bancorp's By-laws.
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 January 8, 1997, Whitewood purchased 5,074 Shares from
the Partnership and 1,938 Shares from Garden State for an aggregate
cost of $67,490.50. The funds for such purchase came from Whitewood
working capital. On January 8, 1997, Basswood International
purchased 3,051 Shares from Garden State at an aggregate cost of
$29,365.88. The funds for such purchase came from Basswood
International'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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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)
February 18, 1997
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EXHIBIT INDEX
Exhibit Number Description
EX-99 (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 A.
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Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D dated February 18, 1997
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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