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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.: *
Name of Issuer: Western Bancorp
Title of Class of Securities: Common Stock, no par value
CUSIP Number: 957683105
(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)
October 13, 1997
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 [ ].
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 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.: 957683105
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:
653,723
9. Sole Dispositive Power:
10. Shared Dispositive Power:
653,723
11. Aggregate Amount Beneficially Owned by Each Reporting Person
653,723
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)
6.15%
14. Type of Reporting Person
PN
3
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CUSIP No.: 957683105
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:
653,723
9. Sole Dispositive Power:
10. Shared Dispositive Power:
653,723
11. Aggregate Amount Beneficially Owned by Each Reporting Person
653,723
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
4
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13. Percent of Class Represented by Amount in Row (11)
6.15%
14. Type of Reporting Person
IN
5
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CUSIP No.: 957683105
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:
653,723
9. Sole Dispositive Power:
10. Shared Dispositive Power:
653,723
11. Aggregate Amount Beneficially Owned by Each Reporting Person
653,723
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
6
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13. Percent of Class Represented by Amount in Row (11)
6.15%
14. Type of Reporting Person
IN
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The purpose of this Schedule 13D is to report the ownership of
Basswood Partners, L.P., Matthew Lindenbaum and Bennett
Lindenbaum (together, the "Reporting Persons") in the Common
Stock, no par value (the "Shares"), of Western Bancorp (the
"Issuer") of 6.15% of the Shares outstanding.
Item 1. Security and Issuer
The title of the class of equity securities to which
this statement relates is: Common Stock, no par value,
in Western Bancorp.
The name and address of the principal executive and
business office of the Issuer is:
Western Bancorp
4100 Newport Place
Suite 900
Newport Beach, California 92660
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.,
Whitewood Financial Partners, L.P. and Jet I, L.P. (the
"Partnerships"), the investment manager for Basswood
International Fund, Inc. (the "International Fund") and
has investment discretion over certain managed accounts
(the "managed accounts").
None of the Reporting Persons has, during the last five
years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
None of the Reporting Persons 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 of America.
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Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, the Reporting Persons are deemed
to beneficially own 653,723 Shares. All 653,723 Shares
are held by either the Partnerships, the International
Fund or the managed accounts. 335,822 of the shares
were received by the Partnerships, the Offshore Fund and
the managed accounts as a result of the distribution by
the Issuer to the shareholders of SC Bancorp on October
13, 1997 as a result of the merger of SC Bancorp with
and into the Issuer. The Shares of the Issuer purchased
either in open market transactions or in private
placements were purchased for an aggregate purchase
price of $1,366,225. The funds for the purchase of the
Shares held in the Partnerships, the International Fund
or the managed accounts have come from the working
capital of the Partnerships, the International Fund or
the managed accounts. The working capital of these
entities 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 them.
Item 4. Purpose of Transactions
The Shares beneficially owned by the Reporting Persons
were acquired for, and are being held for, investment
purposes. The Reporting Persons 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, the Reporting Persons are deemed
to be the beneficial owners of 653,723 Shares. Based on
information received from the issuer, as of November 10,
1997 there were 10,633,000 Shares outstanding.
Therefore, the Reporting Persons are deemed to
beneficially own 6.15% of the outstanding Shares. The
Reporting Persons 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. All
transactions in the Shares effected by the Reporting
Persons during the sixty days prior to October 13, 1997
through the date of this filing, other than Shares
received as a result of the merger described in Item 3,
were effected in open-market transactions and are set
forth in Exhibit B hereto.
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Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
The Reporting Persons have no contract, arrangement,
understanding or relationship with any person with
respect to the Shares.
Item 7. Material to be Filed as Exhibits
1. 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.
2. A description of the transactions in the
Shares that were effected by the Reporting
Persons during the 60 days prior to October
13, 1997 through the date of this filing,
other than shares received as a result of the
merger described in Item 3, is filed herewith
as Exhibit B.
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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
November 21, 1997
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00705003.AI4
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Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D dated
November 21, 1997 relating to the Common Stock of Western
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.AI4
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Exhibit B
SCHEDULE OF TRANSACTIONS
Price Per Share
Date Shares Purchased or (Sold) (excluding commission)
____ ________________________ _________________
11/3/97 9,000 $32.00
00705003.AI4