UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
MONTEREY BAY BANCORP, INC.
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
61239H107
(CUSIP Number)
Dr. Luca Fossati
Findim Investments S.A.
Gradinata Forghee 2
Massagno, Switzerland
011-41-91-568916
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 6, 1996
(Date of Event which Requires Filing of this Statement)
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 ( ).
<PAGE>
CUSIP No. 649389103
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Findim Investments S.A.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER:
183,500 shares of Common Stock
8 SHARED VOTING POWER: 0
9 SOLE DISPOSITIVE POWER:
183,500 shares of Common Stock
10 SHARED DISPOSITIVE POWER: 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
183,500 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
(X)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.01%
14 TYPE OF REPORTING PERSON*
CO
ITEM 1. Security and Issuer.
This statement relates to the shares of common stock, $.01 par value (the
"Shares"), of Monterey Bay Bancorp, Inc., a California corporation (the
"Issuer"), whose principal executive offices are located at 36 Brennan Street,
Watsonville, California 95076.
<PAGE>
ITEM 2. Identity and Background.
(a) This statement is filed by Findim Investments S.A. ("Findim"), a
Swiss corporation and wholly owned subsidiary of Findim S.p.A., an Italian
corporation. Findim S.p.A. is a wholly owned subsidiary of Dafofin Holding
S.A., a Luxembourg corporation ("Dafofin"), which is controlled by members of
the Fossati family. The names of the directors and executive officers of
Findim, Findim S.p.A. and Dafofin are set forth in Exhibit 1 hereto and are
hereby incorporated by reference.
(b) The business address for Findim is Findim Investments S.A., Gradinata
Forghee 2, Massagno, Switzerland. The business address for Findim S.p.A. is
Piazza San Pietro Martire 6, Monza, Italy. The business address for Dafofin
is c/o Findim Investments S.A., Gradinata Forghee 2, Massagno, Switzerland.
The business addresses of the directors and executive officers of Findim,
Findim S.p.A. and Dafofin are set forth in Exhibit 1 hereto and are hereby
incorporated by reference.
(c) The principal business of Findim is that of a financial and
industrial holding company. The principal business of Findim S.p.A. is that
of a financial holding company. The principal business of Dafofin is that of
a financial holding company. The principal occupation or employment of the
directors and executive officers of Findim, Findim S.p.A. and Dafofin are set
forth in Exhibit 1 hereto and are hereby incorporated by reference.
(d) and (e) During the last five years none of Findim, Findim S.p.A. or
Dafofin or, to the best knowledge of Findim, Findim S.p.A. and Dafofin, any of
the persons listed in Exhibit 1 hereto has been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors) or been
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which Findim, Findim S.p.A. or Dafofin or any such
person listed in Exhibit 1 hereto was or is subject to a judgment, decree, or
final order enjoining future violation of, or prohibiting or mandating
activities subject to, federal or state securities law or finding any
violation with respect to such laws.
(f) Information with respect to the citizenship of each director and
executive officer of Findim, Findim S.p.A. and Dafofin is set forth in Exhibit
1 hereto and is hereby incorporated by reference.
ITEM 3. Source and Amount of Funds For Other Consideration.
Findim has used its own investment funds to purchase the Shares.
ITEM 4. Purpose of Transaction.
Findim has purchased Shares for investment purposes but reserves the
right, from time to time, to acquire additional Shares or to dispose of some
or all of the Shares owned by it.
Except as set forth herein, none of Findim, Findim S.p.A. or Dafofin and,
to the best knowledge of Findim, Findim S.p.A. and Dafofin, none of the
persons set forth in Exhibit 1 has any plans or proposals that relate to or
would result in (a) the acquisition or disposition by any person of additional
Shares of the Issuer; (b) an extraordinary corporate transaction such as
merger, reorganization or liquidation involving the Issuer or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries; (d) any change in the present board of
directors or management of the Issuer including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on
the board; (e) any material change in the present capitalization or dividend
policy of the Issuer; (f) any other material change in the Issuer's business
or corporate structure; (g) changes in the Issuer's charter, by-laws or
instruments corresponding thereto, or other actions which may impede the
acquisition or the control of the Issuer by any person; (h) causing securities
<PAGE>
of the Issuer to be deleted from a national securities exchange or cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; (i) causing securities of the Issuer to be
eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended; or (j) any action similar to the
foregoing.
ITEM 5. Interest in Securities of Issuer.
(a) Findim is the beneficial owner of 183,500 Shares or 5.01% of the
outstanding Shares of the Issuer (based on a total of 3,593,750 Shares
outstanding as reported in the Issuer's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996). None of Findim S.p.A., Dafofin or, to the best
knowledge of Findim any of the persons set forth in Exhibit 1 are the
beneficial owner of any Shares except (where applicable) by virtue of their
direct or indirect ownership interest in and/or control of Findim.
(b) Findim has the sole power to vote or to direct the vote as to
183,500 Shares and has the sole power to dispose or to direct the disposition
of all such Shares. None of Findim S.p.A., Dafofin or, to the best knowledge
of Findim, any of the persons set forth in Exhibit 1 has the sole or shares
power to vote or to direct the vote or to dispose of or to direct the
disposition of any Shares, except (where applicable) by virtue of their direct
or indirect ownership interest in and/or control of Findim.
(c) During the past 60 days, none of Findim, Findim S.p.A., Dafofin or,
to the best knowledge of Findim, any of the persons set forth in Exhibit 1 has
effected any transactions in the Shares, except for the following purchases:
<PAGE>
<TABLE>
<CAPTION>
Amount Price
of per
Date Shares Share Description Purchaser
<S> <C> <C> <C> <C>
October 1, 1996 2,500 $13.56 Market Purchase Findim
October 2, 10,000 $13.63 Market Purchase Findim
1996
October 3, 1996 6,000 $13.76 Market Purchase Findim
October 11, 5,000 $14.88 Market Findim
1996 Purchase
October 23, 20,000 $14.65 Market Findim
1996 Purchase
November 6 1996 20,000 $15.00 Market Purchase Findim
</TABLE>
(d) Not Applicable
(e) Not Applicable
ITEM 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of
the Issuer.
There are no contracts, arrangements, understandings or relationships
among Findim, Findim S.p.A, Dafofin or, to the best of their knowledge, any of
the persons set forth in Exhibit 1, or between Findim, Findim S.p.A., Dafofin
or, to the best of their knowledge, any of the persons set forth in Exhibit 1
and any other person, with respect to any securities of the Issuer, including
any contract, arrangement, understanding or relationship concerning the
transfer or the voting of any securities of the Issuer, finders fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits or
loss, or the giving or withholding of proxies.
ITEM 7. Material to be filed as Exhibits.
The following Exhibit is filed herewith:
Exhibit No. Description
1 Executive Officers
and Directors
<PAGE>
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.
Dated: November 12, 1996 FINDIM INVESTMENTS S.A.
/s/ Dr. Luca Fossati
Dr. Luca Fossati
President and Director
<PAGE>
EXHIBIT 1
Executive Officers and Directors of Findim Investments S.A.
The name, principal occupation and citizenship of each of the executive
officers and directors of Findim Investments S.A. are set forth below. The
business address of each person below is Gradinata Forghee 2, Massagno,
Switzerland and, unless otherwise indicated, the occupation set forth opposite
a person's name refers to the position such person holds with Findim
Investments S.A.
<PAGE>
<TABLE>
<CAPTION>
Present Principal
Name Occupation or Employment Citizenship
<S> <C> <C>
Luca Fossati President; President of Findim S.p.A.; and Italian
President of Dafofin Holding S.A.
Mario P. Grassi Director; Chairman of Banco di Roma Per La Swiss
Svizzera Lugano; and Director of Findim
S.p.A.
</TABLE>
<PAGE>
Executive Officers and Directors of Findim S.p.A.
The name, principal occupation and citizenship of each of the executive
officers and directors of Findim S.p.A. are set forth below. The business
address of each person below is Piazza San Pietro Martire 6, Monza, Italy and,
unless otherwise indicated, the occupation set forth opposite a person's name
refers to the position such person holds with Findim S.p.A.
<TABLE>
<CAPTION>
Present Principal
Name and Address Occupation or Employment Citizenship
<S> <C> <C>
Luca Fossati President; President of Findim Investments Italian
S.A.; and President of Dafofin Holding
S.A.
Guisseppe Fossati Director Italian
Mario P. Grassi Director; Director of Findim S.A.; and Italian
Chairman of Banco di Roma Per La Svizzera
Lugano
</TABLE>
<PAGE>
Executive Officers and Directors of Dafofin
The name, principal occupation, and citizenship of each of the executive
officers and directors of Dafofin are set forth below. The business address
of each person below is c/o Findim Investments S.A., Gradinata Forghee 2,
Massagno, Switzerland and, unless otherwise indicated, the occupation set
forth opposite a person's name refers to the position such person holds with
Dafofin.
<TABLE>
<CAPTION>
Present Principal
Name Occupation or Employment Citizenship
<S> <C> <C>
Luca Fossati President; President of Findim Investments Italian
S.A.; and President of Findim S.p.A.
Guiseppi Fossati Director Italian
Marco Fossati Director Italian
</TABLE>
