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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.D. 20549
SCHEDULE 13D
AMENDMENT No.: 1
Name of Issuer: First Oak Brook BancShares, Inc.
Title of Class of Securities: Class A Common Stock
CUSIP Number: 335847208
(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)
July 1, 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 box if a fee is being paid with the statement
[ ]. (A fee is not required only if the reporting 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
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*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 disclosures provided in
a prior cover page.
The information required on 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
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be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 3358472080
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 Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) PURSUANT TO ITEMS 2(d) of 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:
172,641
9. Sole Dispositive Power:
10. Shared Dispositive Power:
172,641
11. Aggregate Amount Beneficially Owned by Each Reporting Person
172,641
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)
9.38%
14. Type of Reporting Person*
PN
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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 Box 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:
172,641
9. Sole Dispositive Power:
10. Shared Dispositive Power:
172,641
11. Aggregate Amount Beneficially Owned by Each Reporting Person
172,641
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
9.38%
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14. Type of Reporting Person*
IN
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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*
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
U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
172,641
9. Sole Dispositive Power:
10. Shared Dispositive Power:
172,641
11. Aggregate Amount Beneficially Owned by Each Reporting Person
172,641
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
9.38%
14. Type of Reporting Person*
IN
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Item 1. Security and Issuer
This statement relates to shares of Class A voting
common stock (the "Class A Common Stock") of First Oak Brook
BancShares, Inc. ("First Oak Brook"). First Oak Brook's
principal executive office is located at 1400 16th Street, Oak
Brook, IL 60521-1300.
Item 2. Identity and Background
No Change.
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 172,641 shares
of First Oak Brook's Class A Common Stock. All 172,641 shares
are held by Basswood Financial Partners, L.P. (the
"Partnership"), Basswood International Fund, Inc., a Cayman
Islands exempted company (the "International Fund") or by certain
managed accounts over which Basswood, Matthew Lindenbaum and
Bennett Lindenbaum have investment discretion (the "managed
accounts"). The shares were purchased in open market
transactions at an aggregate cost of $3,669,207. The funds for
the purchase of the Class A Common Stock held in the Partnership,
the International Fund and the managed accounts have come from
the Partnership's, the International Fund's or the managed
accounts' own funds. Leverage was used to purchase shares of
Class A Common Stock First Oak Brook.
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Item 4. Purpose of Transaction
No change.
Item 5. Interest in Securities of the Issuer
As of the date hereof, Basswood, Matthew Lindenbaum and
Bennett Lindenbaum are deemed to be the beneficial owners of
172,461 shares of First Oak Brook's Class A Common Stock. Based
on First Oak Brook's filing on Form 10-Q on May 14, 1996, as of
March 31, 1996 there were believed to be 839,706 shares of First
Oak Brook's Class A Common Stock outstanding. Therefore,
Basswood, Matthew Lindenbaum and Bennett Lindenbaum beneficially
own 9.38% of First Oak Brook's outstanding shares of Class A
Common Stock. 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 First Oak Brook's
Class A Common Stock that they currently beneficially own.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of
the Issuer
No change.
Item 7. Material to be Filed as Exhibits
Attached hereto as Exhibit A is a description of the
transactions in the Class A Common Stock of First Oak Brook that
were effected by the reporting persons during the past sixty
days.
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Signature
The undersigned, after reasonable inquiry and to the
best of its knowledge and belief, certifies 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
July 10, 1996
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AGREEMENT
The undersigned agree that this Schedule 13D dated
July 10, 1996 relating to the Common Stock of First Oak
Brook BancShares, Inc. 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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EXHIBIT A
Daily Transactions -
Common Stock
Trade Date Number of Shares Purchased Price Per Share
- ---------- -------------------------- ---------------
7/1/96 5,685 $24.75
7/5/96 10,000 24.75
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