UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
MCB FINANCIAL CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
55265N103
(CUSIP Number)
October 23, 1997
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
( ) Rule 13d-1 (b)
( ) Rule 13d- (c)
(X) Rule 13d-1 (d)
*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
disclosures provided in a prior cover page.
The information required on 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 (the "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. 55265N103
1 NAME OF REPORTING PERSON S. S. OR I. R. S. IDENTIFICATION NO. OF ABOVE PERSON
John Cavallucci
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
(b) ( )
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 5 SOLE VOTING POWER
SHARES 243,248
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 4,047
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 243,248
PERSON WITH 8 SHARED DISPOSITIVE POWER
WITH 4,047
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 247,295
(includes 48,405 shares which Mr. Cavallucci has the right to acquire beneficial
ownership of within 60 days after March 20, 2000) Number of shares also reflect
Mr. Cavallucci's disposition of 6,612 shares on 10/23/97; 10,000 shares on
6/1/98; 16,297 shares on 3/12/99; and 50,000 shares on 2/14/2000. Shares have
been adjusted to reflect 5% stock dividends declared on 11/26/96, 7/24/97, and
8/26/99; a 4-for-3 stock split declared on 1/22/98; and a 3-for-2 stock split
declared on 7/23/98.
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT SHOWN IN ROW (9)
11.90%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1.
(a) Name of Issuer.
MCB Financial Corporation
(b) Address of Issuer's Principal Executive Offices.
1248 Fifth Avenue
San Rafael, California 94901
ITEM 2.
(a) Name of Person Filing.
John Cavallucci
(b) Address of Principal Business Office or, if none, Residence.
1248 Fifth Avenue
San Rafael, California 94901
(c) Citizenship.
USA
(d) Title of Class of Securities.
Common Stock
(e) CUSIP No.
55265N103
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1 (b), OR 13-d-2 (b),
CHECK WHETHER THE PERSON IS A:
(a) ( ) Broker or Dealer registered under Section 15 of the Act.
(b) ( ) Bank as defined in section 3(a)(6) of the Act.
(c) ( ) Insurance Company ad defined in section 3(a)(19) of the Act.
(d) ( ) Investment Company registered under section 8 of the Investment
Company Act.
(e) ( ) Investment Adviser registered under section 203 of the Investment
Adviser Act of 1940.
(f) ( ) Employee Benefit Plan, Pension Fund which is subject to the provisions
of the Employee Retirement Income Security Act of 1974 or Endowment
Fund; see Section 240.13d-1(b)(1)(ii)(F) (Note: See Item 7).
(g) ( ) Parent Holding Company, in accordance with Section 240.13d-
1(b)(1)(ii)(G) (Note: See Item 7).
(h) ( ) Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)
ITEM 4. OWNERSHIP.
If the percent of the class owned, as of December 31 of the year covered by
the statement, or as of the last day of any month described in Rule 13d-1(b)(2),
if applicable, exceeds five percent, provide the following information as of
that date and identify those shares which there is a right to acquire.
(a) Amount Beneficially Owned.
247,295 (includes 48,405 shares which Mr. Cavallucci has the right to
acquire beneficial ownership of within 60 days after March 20, 2000)
(b) Percent of Class.
11.90%
(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the vote
243,248
(ii) shared power to vote or to direct the vote
4,047
(iii) sole power to dispose or to direct the disposition of
243,248
(iv) shared power to dispose or to direct the disposition of
4,047
Number of shares also reflect Mr. Cavallucci's disposition of 6,612 shares on
10/23/97; 10,000 shares on 6/1/98; 16,297 shares on 3/12/99; and 50,000 shares
on 2/14/2000. Shares have been adjusted to reflect 5% stock dividends declared
on 11/26/96, 7/24/97, and 8/26/99; a 4-for-3 stock split declared on 1/22/98;
and a 3-for-2 stock split declared on 7/23/98.
INSTRUCTION: For computations regarding securities which represent a right to
acquire an underlying security, see Rule 13d-3(d)(1).
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, please check the following: ( )
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not Applicable.
If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of an employee benefit plan, pension fund or endowment fund is not required.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
If a parent holding company has filed this schedule, pursuant to Rule 13d-
1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-1(c), attach an
exhibit stating the identification of the relevant subsidiary. Not Applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(H), so
indicate under Item 3(h) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to Rule 13d-1(c), attach an exhibit stating the identity of each member
of the group. Not Applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5. Not Applicable.
ITEM 10. CERTIFICATION.
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
APRIL 4, 2000
Date
/s/JOHN CAVALLUCCI
Signature
JOHN CAVALLUCCI, CHAIRMAN
Name/Title
