-----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, QhppvkOC98F3FdXBlwdkzZuSPuMDkciWuU9vSlwYaekHGrL665xBAGszFvqNMnH2 h5pOl4hYK7lk+iozatDpvg== 0000919574-97-000044.txt : 19970122 0000919574-97-000044.hdr.sgml : 19970122 ACCESSION NUMBER: 0000919574-97-000044 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970121 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REDWOOD EMPIRE BANCORP CENTRAL INDEX KEY: 0000840007 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 680166366 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-42215 FILM NUMBER: 97507909 BUSINESS ADDRESS: STREET 1: 111 SANTA ROSA AVENUE CITY: SANTA ROSA STATE: CA ZIP: 95402 BUSINESS PHONE: 7075459611 MAIL ADDRESS: CITY: 111 SANTA ROSA AVENU STATE: CA ZIP: 95404-4905 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 BUSINESS ADDRESS: STREET 1: 52 FOREST AVENUE CITY: PARAMUS STATE: NJ ZIP: 07652 MAIL ADDRESS: STREET 1: 52 FOREST AVENUE STREET 2: P O BOX 1549 CITY: PARAMUS STATE: NJ ZIP: 07653 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No.: * Name of Issuer: Redwood Empire Bancorp Title of Class of Securities: Common Stock, $.01 par value CUSIP Number: 757897103 (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) January 8, 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 [ ]. Check the following line if a fee is being paid with this statement . (A fee is not required only if the filing 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 class. See Rule 13d-7). *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.: 757897103 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: 144,061 9. Sole Dispositive Power: 10. Shared Dispositive Power: 144,061 11. Aggregate Amount Beneficially Owned by Each Reporting Person 144,061 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 2 13. Percent of Class Represented by Amount in Row (11) 5.25% 14. Type of Reporting Person PN 3 CUSIP No.: 757897103 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: 144,061 9. Sole Dispositive Power: 10. Shared Dispositive Power: 144,061 11. Aggregate Amount Beneficially Owned by Each Reporting Person 144,061 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 4 13. Percent of Class Represented by Amount in Row (11) 5.25% 14. Type of Reporting Person IN 5 CUSIP No.: 757897103 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: 144,061 9. Sole Dispositive Power: 10. Shared Dispositive Power: 144,061 11. Aggregate Amount Beneficially Owned by Each Reporting Person 144,061 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 6 13. Percent of Class Represented by Amount in Row (11) 5.25% 14. Type of Reporting Person IN 7 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, $.01 par value (the "Shares"), of Redwood Empire Bancorp (the "Issuer") of 5.25% 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, $.01 par value, in Redwood Empire Bancorp. The name and address of the principal executive and business office of the Issuer is: Redwood Empire Bancorp 111 Santa Rosa Avenue P.O. Box 402 Santa Rosa, California 95402-0402 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. 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. 8 Item 3. Source and Amount of Funds or Other Consideration As of the date hereof, the Reporting Persons are deemed to beneficially own 144,061 Shares. All 144,061 Shares are held by either the Partnerships, the International Fund or the managed accounts. All the Shares were purchased in open market transactions. The Shares were purchased for an aggregate purchase price of $1,611,846.76. 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 144,061 Shares. Based on the Issuer's filing on Form 10-Q on November 13, 1996, as of October 18, 1996 there were 2,746,490 Shares outstanding. Therefore, the Reporting Persons are deemed to beneficially own 5.25% 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 January 8, 1997 through the date of this filing 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 The Reporting Persons have no contract, arrangement, understanding or relationship with any person with respect to the Shares. 9 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 January 8, 1997 through the date of this filing is filed herewith as Exhibit B. 10 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 21, 1997 11 00705003.AF3 Exhibit A AGREEMENT The undersigned agree that this Schedule 13D dated January 21, 1997 relating to the Common Stock of Redwood Empire 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.AF3 Exhibit B SCHEDULE OF TRANSACTIONS Price Per Share Date Shares Purchased or (Sold) (excluding commission) ____ ________________________ _________________ 11/27/96 1,200 $10.75 12/11/96 800 10.75 12/12/96 10,000 10.9825 12/13/96 500 10.875 12/16/96 1,500 10.875 12/17/96 300 10.75 12/18/96 2,100 10.875 12/19/96 700 11.0 12/26/96 1,300 11.0962 12/30/96 8,700 11.4784 1/2/97 261 11.5 1/6/97 1,000 11.25 1/7/97 24,000 11.125 1/8/97 90,000 11.226 1/14/97 1,000 11.125 1/17/97 700 11.25 00705003.AF3 -----END PRIVACY-ENHANCED MESSAGE-----