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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: Capital Corp of the West
Title of Class of Securities: Common Stock, no par value
CUSIP Number: 140065103
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Bennett Lindenbaum
c/o Basswood Partners, L.P.
645 Madison Avenue, 10th Floor
New York, New York 10022
(212) 521-9500
(Date of Event which Requires Filing of this Statement)
April 3, 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.: 140065103
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:
369,199
9. Sole Dispositive Power:
10. Shared Dispositive Power:
369,199
11. Aggregate Amount Beneficially Owned by Each Reporting Person
369,199
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)
8.0%
14. Type of Reporting Person
PN
3
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CUSIP No.: 140065103
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:
369,199
9. Sole Dispositive Power:
10. Shared Dispositive Power:
369,199
11. Aggregate Amount Beneficially Owned by Each Reporting Person
369,199
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)
8.0%
14. Type of Reporting Person
IN
5
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CUSIP No.: 140065103
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:
369,199
9. Sole Dispositive Power:
10. Shared Dispositive Power:
369,199
11. Aggregate Amount Beneficially Owned by Each Reporting Person
369,199
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)
8.0%
14. Type of Reporting Person
IN
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The purpose of this Amendment No. 1 to the previously filed
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 Capital Corp of the West (the "Issuer")
has increased from 5.21% to 8.0% 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. and Whitewood Financial Partners, 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 369,199 Shares. All 369,199 Shares
are held by either the Partnerships, the International
Fund or the managed accounts. The Shares of the Issuer
purchased either in open market transactions or in
private placements were purchased for an aggregate
purchase price of $4,951,826.43. The funds for the
purchase of the Shares held in the Partnerships, the
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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 369,199 Shares. Based on
the Issuer's filing on Form 10-Q on November 16, 1998,
as of September 30, 1998 there were 4,606,602 Shares
outstanding. Therefore, the Reporting Persons are
deemed to beneficially own 8.0% 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 April 3, 1998
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.
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(k) 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 April 3,
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
December 23, 1998
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00705003.AJ2
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Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D dated
December 23, 1998 relating to the Common Stock of Capital
Corp of the West 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.AJ2
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Exhibit B
SCHEDULE OF TRANSACTIONS
Date Shares Purchased or (Sold) Price Per Share
____ ________________________ _________________
03/25/98 280 $14.25
03/25/98 3,900 14.25
03/25/98 775 14.25
03/25/98 45 14.25
03/31/98 105 14.50
03/31/98 275 14.37
03/31/98 4,090 14.50
03/31/98 3,840 14.38
03/31/98 5,700 14.50
03/31/98 845 14.37
03/31/98 105 14.50
03/31/98 40 14.38
04/01/98 615 14.37
04/01/98 7,150 14.49
04/01/98 3,255 14.37
04/01/98 1,000 14.38
04/01/98 130 14.38
04/03/98 24,505 15.25
04/03/98 5,225 15.25
04/03/98 270 15.25
04/14/98 1,037 14.82
00705003.AJ2
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Date Shares Purchased or (Sold) Price Per Share
____ ________________________ _________________
04/14/98 21,291 14.82
04/14/98 4,439 14.82
04/14/98 233 14.82
05/12/98 1,645 14.87
05/12/98 335 14.87
05/12/98 18,000 14.88
05/12/98 20 14.88
05/13/98 6,180 14.75
05/13/98 1,255 14.75
05/13/98 65 14.75
06/26/98 160 13.25
06/26/98 4,005 13.25
06/26/98 795 13.25
06/26/98 40 13.25
07/07/98 185 13.25
07/07/98 3,930 13.25
07/07/98 845 13.25
07/07/98 40 13.25
09/09/98 18,000 10.93
09/09/98 18,000 10.82
00705003.AJ2
