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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.: 1
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, 645 Madison Avenue,
10th Floor, New York, NY 10022; (212) 521-9500
(Date of Event which Requires Filing of this Statement)
October 16, 1998
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:
614,355
9. Sole Dispositive Power:
10. Shared Dispositive Power:
614,355
11. Aggregate Amount Beneficially Owned by Each Reporting Person
614,355
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)
3.43%
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:
45
8. Shared Voting Power:
614,355
9. Sole Dispositive Power:
45
10. Shared Dispositive Power:
614,355
11. Aggregate Amount Beneficially Owned by Each Reporting Person
614,400
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)
3.43%
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:
614,355
9. Sole Dispositive Power:
10. Shared Dispositive Power:
614,355
11. Aggregate Amount Beneficially Owned by Each Reporting Person
614,355
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)
3.43%
14. Type of Reporting Person
IN
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The purpose of this Schedule 13D is to report that 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") has decreased from 6.15% to 3.43% of the Shares
outstanding.
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 645
Madison Avenue, 10th Floor, New York, New York 10022.
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.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, the Reporting Persons are deemed
to beneficially own 614,355 Shares, with Matthew
Lindenbaum individually owning an additional 45 Shares.
All 614,355 Shares are held by either the Partnerships,
the International Fund or the managed accounts. The
Shares of the Issuer were purchased either in open
market transactions or in private placements. The funds
for the purchase of the Shares held in the Partnerships,
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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
No change.
Item 5. Interest in Securities of Issuer
As of the date hereof, the Reporting Persons are deemed
to be the beneficial owners of 614,355 Shares, with
Matthew Lindenbaum being the owner of an additional 45
Shares. Based on information received from the issuer,
as of November 10, 1998 there were 17,923,437 Shares
outstanding. Therefore, the Reporting Persons are
deemed to beneficially own 3.43% 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 16, 1998
through the date of this filing were effected in open-
market transactions and are set forth in Exhibit B
hereto.
As of October 16, 1998, the Reporting Persons were no
longer greater than five percent beneficial owners in
the Shares.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
No change.
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
16, 1998 through the date of this filing 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
January 19, 1999
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00705003.AK2
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Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D dated
January 19, 1999 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.AK2
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Exhibit B
SCHEDULE OF TRANSACTIONS
Price Per Share
Date Shares Purchased or (Sold) (excluding commission)
____ ________________________ _________________
8/31/98 1,000 $29.5000
9/28/98 (1,420) 34.0898
10/16/98 (40,000) 29.8750
10/21/98 (18,000) 29.8125
11/2/98 3,100 31.5000
11/4/98 280 32.0000
11/6/98 1,850 31.7500
11/20/98 (2,500) 33.0000
11/20/98 (17,500) 32.7857
11/23/98 (2,500)* 33.0000
11/23/98 (20,000)* 32.9375
11/24/98 (20,000)* 33.1172
11/24/98 (10,000)* 33.0000
12/1/98 (20,000)* 32.3438
12/17/98 (900)* 32.1250
12/24/98 (10,000) 29.1250
12/28/98 (85,000) 28.0000
12/28/98 (57,840) +
1/5/99 4,450 30.1250
1/6/99 10,000 31.5625
1/6/99 5,000 31.6250
1/7/99 21,000 31.8500
1/8/99 11,500 32.1658
* Represents the opening of a short position and does not affect
the Reporting Persons' deemed beneficial ownership.
+ Represents the closing of a short position against the box.
00705003.AK2
