UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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)
January 14, 1997
(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 ( ).
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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:
323,500 shares of Common Stock
8 SHARED VOTING POWER: 0
9 SOLE DISPOSITIVE POWER:
323,500 shares of Common Stock
10 SHARED DISPOSITIVE POWER: 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
323,500 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)
9.97%
14 TYPE OF REPORTING PERSON*
CO
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This Amendment No. 4 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, Amendment No. 2, and
Amendment No. 3 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 95076. The purpose of this Amendment No. 4 is
to amend Item 4 of the Initial Statement and to add thereto the information
set forth below under the appropriate item heading.
Item 4. Purpose of Transaction
Item 4 is hereby amended by the addition of the first paragraph below.
Findim or representatives thereof may consider seeking election to the
Board of Directors of the Issuer, either by filling a vacancy, by nomination
by the existing Board or by soliciting proxies from shareholders in connection
with the next annual meeting of the Issuer.
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
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.
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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: January 14, 1997 FINDIM INVESTMENTS S.A.
/s/ Dr. Luca Fossati
Dr. Luca Fossati
President and Director
