-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D8y9fMQPsLbc3GUU5HBUJzQ2OdpWf1yOuIh8hxJZ5YDNAZ99tXOOE/azI6Fu0j4q D7Be0dXFe7zfgb9GEVbBFQ== 0000919574-98-001303.txt : 19981228 0000919574-98-001303.hdr.sgml : 19981228 ACCESSION NUMBER: 0000919574-98-001303 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981223 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL CORP OF THE WEST CENTRAL INDEX KEY: 0001004740 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 770405791 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-51531 FILM NUMBER: 98774387 BUSINESS ADDRESS: STREET 1: 550 W MAIN STREET CITY: MERCED STATE: CA ZIP: 95340 BUSINESS PHONE: 2097252200 MAIL ADDRESS: STREET 1: 550 W MAIN STREET STREET 2: 550 W MAIN STREET CITY: MERCED STATE: CA ZIP: 95340 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BASSWOOD PARTNERS L P ET AL CENTRAL INDEX KEY: 0000942793 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 645 MADISON AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 MAIL ADDRESS: STREET 1: 645 MADISON AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 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). 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 2 13. Percent of Class Represented by Amount in Row (11) 8.0% 14. Type of Reporting Person PN 3 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 13. Percent of Class Represented by Amount in Row (11) 8.0% 14. Type of Reporting Person IN 5 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 13. Percent of Class Represented by Amount in Row (11) 8.0% 14. Type of Reporting Person IN 7 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 8 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. 9 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 10 00705003.AJ2 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 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 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 -----END PRIVACY-ENHANCED MESSAGE-----