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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.D. 20549
SCHEDULE 13D
Name of Issuer: First Oak Brook BancShares, Inc.
Title of Class of Securities: Common Stock Class A
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)
November 29, 1995
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
[X]. (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:
142,250
9. Sole Dispositive Power:
10. Shared Dispositive Power:
142,250
11. Aggregate Amount Beneficially Owned by Each Reporting Person
142,250
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
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7.7%
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:
142,250
9. Sole Dispositive Power:
10. Shared Dispositive Power:
142,250
11. Aggregate Amount Beneficially Owned by Each Reporting Person
142,250
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
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. Solve Voting Power:
8. Shared Voting Power:
142,250
9. Sole Dispositive Power:
10. Shared Dispositive Power:
142,250
11. Aggregate Amount Beneficially Owned by Each Reporting Person
142,250
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
7.7%
14. Type of Reporting Person*
IN
00705003.AA8
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Item 1. Security and Issuer
This statement relates to shares of voting common stock
(the "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
This statement is being filed on behalf of Basswood
Partners, L.P. ("Basswood"), a Delaware limited partnership, and
Matthew and Bennett Lindenbaum, the principals of Basswood's
general partner. Basswood's principal office is at 52 Forest
Avenue, Paramus, NJ 07652. Basswood currently is the general
partner of Basswood Financial Partners, L.P. ("the Partnership"),
and advises several accounts including Basswood International
Fund, Inc. (the "Account").
Matthew Lindenbaum and Bennett Lindenbaum are the sole
principals of Basswood Management, Inc., the general partner of
Basswood. Matthew Lindenbaum and Bennett Lindenbaum have not,
during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors). Matthew Lindenbaum and Bennett Lindenbaum have
not, 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
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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 142,250 shares
of First Oak Brook's Common Stock. All 142,250 shares are held
by the Partnership or by the Account over which Basswood, Matthew
Lindenbaum and Bennett Lindenbaum have investment discretion.
The shares were purchased in open market transactions at an
aggregate cost of $2,935,266. The funds for the purchase of the
Common Stock held in the Partnership and the Account over which
Basswood, Matthew Lindenbaum and Bennett Lindenbaum have
investment discretion have come from the Partnership or the
Account's own funds. Leverage was used to purchase shares of
First Oak Brook.
Item 4. Purpose of Transaction
The shares of Common Stock beneficially owned by
Basswood, Matthew Lindenbaum and Bennett Lindenbaum were acquired
for, and are being held for, investment purposes.
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.
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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
142,250 shares of First Oak Brook's Common Stock. Based on
information received from First Oak Brook's employees there are
believed to be 1,837,570 shares of First Oak Brook's voting
Common Stock outstanding. Therefore, Basswood, Matthew
Lindenbaum and Bennett Lindenbaum beneficially own 7.7% of First
Oak Brook's outstanding shares of 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 Common Stock that they currently
beneficially own.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of
the Issuer
Basswood, Matthew Lindenbaum and Bennett Lindenbaum have
no contract, arrangement, understanding or relationship with any
person with respect to the Common Stock of First Oak Brook.
Item 7. Material to be Filed as Exhibits
Attached hereto as Exhibit A is a description of the
transactions in the Common Stock of First Oak Brook that were
effected by the reporting persons during the past 60 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
January 5, 1996
00705003.AA8
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AGREEMENT
The undersigned agree that this Schedule 13D dated
January 5, 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 Lendenbaum
_________________________________
Bennett Lindenbaum
00705003.AA8
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EXHIBIT A
Daily Transactions -
Common Stock
Trade Date Number of Shares Price Per Share
11/10/95 16,504 20.875
11/13/95 5,212 21.000
11/29/95 6,949 20.750
12/14/95 3,000 20.625
12/28/95 23,625 20.625
12/28/95 2,540 20.250
12/28/95 12,195 20.250
01/02/96 3,500 21.250
00705003.AA8
