UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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)
December 17, 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:
261,500 shares of Common Stock
8 SHARED VOTING POWER: 0
9 SOLE DISPOSITIVE POWER:
261,500 shares of Common Stock
10 SHARED DISPOSITIVE POWER: 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
261,500 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1%
14 TYPE OF REPORTING PERSON*
CO
This Amendment No. 2 is filed on behalf of Findim Investments S.A.
("Findim") and amends the initial statement dated November 6, 1996 (the
"Initial Statement"), as amended by Amendment No. 1 thereto, with respect to
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
<PAGE>
95076. The purpose of this Amendment No. 2 is to amend Items 3 and 5 of the
Initial Statement and to add thereto the information set forth below under the
appropriate item headings.
ITEM 3. Source and Amount of Funds For Other Consideration.
Findim used its own funds to purchase 15,000 shares of the Company on
December 16, 1996 for a total purchase price of $223,264.
Findim used its own funds to purchase 20,000 shares of the Company on
December 17, 1996 for a total purchase price of $297,500.
ITEM 5. Interest in Securities of Issuer.
(a) Findim is the beneficial owner of 261,500 Shares or 8.1% of the
outstanding Shares of the Issuer (based on a total of 3,243,358 Shares
outstanding as reported in the Issuer's press release on PRNewswire dated
December 10, 1996). None of Findim S.p.A. (as defined in the Initial
Statement), Dafofin or, to the best knowledge of Findim, any of the persons
set forth in Exhibit 1 of the Initial Statement 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
261,500 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 of the Initial Statement
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 of
the Initial Statement 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>
December 16, 1996 15,000 $14.88 Market Purchase Findim
December 17, 1996 20,000 $14.88 Market Purchase Findim
</TABLE>
<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: December 20, 1996 FINDIM INVESTMENTS S.A.
/s/ Dr. Luca Fossati
Dr. Luca Fossati
President and Director
