UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
MONTEREY BAY BANCORP INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
61239H107
(CUSIP Number)
David J. Harris, Esq., 1775 Eye Street, N.W.
Washington, D.C. 20006 (202) 261-3385
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 23, 1998
(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 /__/.
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 ("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).
Page 1 of 2 Pages
<PAGE>
ITEM 1. Security and Issuer.
This Amendment No. 3 to Statement on Schedule 13D heretofore filed on
February 26, 1996 is filed with respect to the Common Stock, par value $.01 per
share (the "Common Stock"), of Monterey Bay Bancorp Inc., a Delaware corporation
(the "Company"). The address of the principal executive office of the Company is
36 Brennan Street, Watsonville, California 95076. This statement is being filed
on behalf of Josiah T. Austin and Valer Austin, both United States citizens
(hereinafter the "Reporting Person" and collectively the "Reporting Persons") to
reflect the following amendments to Item 4 and Item 7.
Item 4. Purpose of Transaction
Item 4 is amended and restated to read as follows:
The acquisitions of Common Stock to which this statement relates have
been made for investment. Nevertheless, attached as Exhibit A, is a letter from
Mr. Austin to the issuer indicating the plan of the Reporting Persons to vote
their Shares in a manner that could result in a change in the present board of
directors or management of the issuer.
Item 7. Material to be filed as Exhibits
Item 7 is amended to include:
Exhibit A Letter to Board of Directors of Issuer
Signature
After reasonable inquiry and to the best knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
/S/ Josiah T. Austin
Date: December 14, 1998 ________________________________
Josiah T. Austin
/S/ Valer C. Austin
________________________________
Valer C. Austin
EXHIBIT A
November 23, 1998
Board of Directors
Monterey Bay Bancorp
36 Brennan Street
Watsonville, CA 95076
Dear Sirs:
I am writing in a growing sense of frustration over the Bank's poor operating
results and management's apparent lack of interest in taking steps to increase
shareholder value. I wrote to you in May of this year and again in August to
voice my concerns. To date I have received one response dated June 1, 1998 which
does little to convince me that management has any interest whatsoever in
responding to the interests of the shareholders.
Management continues to say that the poor operating results are due to increased
general & administrative expenses required to support growth and expansion.
Despite the growth in low cost deposits, you still do not show a corresponding
increase in net interest income before G&A expenses are even considered. Deposit
growth without a profitable outlet for the funds is of little value!
It is time to stop wasting the shareholders' assets and move to maximize its
value. Your plan is not working, you have not added any shareholder value in the
past year, in fact, earnings per share and book value are going down.
I no longer believe that the current board and management team can or will act
in the best interest of the shareholders. It is therefore my intention to vote
in favor of an alternative slate of directors at the next opportunity.
Sincerely,
/s/ Josiah T. Austin
Josiah T. Austin
