UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Monterey Bay Bancorp, Inc.
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(Name of Issuer)
Common Stock par value $.01 per share
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(Title of Class of Securities)
61239H-10-7
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(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing of this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in 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).
SEC-1745 (2-95)
Page 1 of 5 pages
<PAGE>
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Monterey Bay Bank
Employee Stock Ownership Plan
IRS ID No. 33-6134953
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Federally chartered stock savings institution's employee stock benefit plan
organized in California.
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5 SOLE VOTING POWER
NUMBER OF 201,250
SHARES ------------------------------------------------
6 SHARED VOTING POWER
BENEFICIALLY 86,250
OWNED BY ------------------------------------------------
7 SOLE DISPOSITIVE POWER
EACH 287,500
REPORTING ------------------------------------------------
8 SHARED DISPOSITIVE POWER
WITH
-0-
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
287,500
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.9% of 3,229,679 shares of Common Stock outstanding
as of December 31, 1997.
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12 TYPE OF REPORTING PERSON*
EP
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*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 5 pages
<PAGE>
MONTEREY BAY BANK
EMPLOYEE STOCK OWNERSHIP PLAN
SCHEDULE 13G
Item 1(a) Name of Issuer:
Monterey Bay Bancorp, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
36 Brennan Street
Watsonville, California 95076
Item 2(a) Name of Person Filing:
Monterey Bay Bank
Employee Stock Ownership Plan
Trustee: CNA Trust
3080 S. Bristol Street
Costa Mesa, California 92626
Item 2(b) Address of Principal Business Offices or, if none, Residence:
36 Brennan Street
Watsonville, California 95076
Item 2(c) Citizenship:
Federally chartered stock savings institution's employee stock
benefit plan organized in California.
Item 2(d) Title of Class of Securities: Common Stock par value $.01 per
share
Item 2(e) CUSIP Number: 61239H-10-7
Item 3 The person filing this statement is an employee benefit plan
which is subject to the provisions of the Employee Retirement
Income Security Act of 1974.
Item 4 Ownership. As of December 31, 1997, the reporting person
beneficially owned 287,500 shares of the issuer. This number of
shares represents 8.9% of the common stock, par value $.01, of
the issuer, based upon 3,229,679 shares of such common stock
outstanding as of December 31, 1997. As of December 31, 1997,
the reporting person has sole power to vote or to direct the
vote of 201,250 shares and shares voting power over 86,250
shares. The reporting person has the sole power to dispose or
direct the disposition of 287,500 shares of common stock.
Page 3 of 5 pages
<PAGE>
Item 5 Ownership of Five Percent or Less of a Class.
N/A
Item 6 Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company.
N/A
Item 8 Identification and Classification of Members of the Group.
N/A
Item 9 Notice of Dissolution of Group.
N/A
Page 4 of 5 pages
<PAGE>
Item 10 Certification.
By signing below, I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or influencing
the control of the issuer of such securities and are not
acquired in connection with or as a participant in any
transaction having such purpose or effect.
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.
February 11, 1998
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(Date)
/s/ Marshall G. Delk
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(Signature)
President and Chief Operating Officer, Monterey Bay Bank
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(Title)
Page 5 of 5 pages
