UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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)
February 9, 1999
------------------------------------------------------
(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 3 Pages
<PAGE>
ITEM 1. Security and Issuer.
This Amendment No. 4 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, and
El Coronado Holdings, L.L.C. ("ECH"), an Arizona limited liability company
(hereinafter the "Reporting Person" and collectively the "Reporting Persons") to
reflect the following amendments to Item 4, Item 5 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 the purposes of investment. Attached as Exhibit A, is a letter from Mr.
Austin to the issuer indicating the plan of the Reporting Persons (i) to support
the proposal of an alternate slate of directors in opposition to management's
nominees at the next meeting called for the election of directors and (ii) to
support efforts to solicit proxies to seek the election of such alternate slate
of directors and the stockholder proposal sent by Domenick G. Scaglione, et al.
to the Issuer on November 5, 1998.
ITEM 5. Interest in Securities of the Issuer.
Item 5 is amended and restated to read as follows:
The Company reported 3,505,355 shares issued and outstanding as of
December 1, 1998.
(a) Mr. and Mrs. Austin, in their personal capacities, as Trustees of
the trusts [described herein], and for Mr. Austin, as Sole Managing Member of
ECH, are the beneficial owners of 339,205 shares (9.67%) of the Common
Stock. Mr. Austin is Trustee of the Valer C. Austin Trust I, the
Austin-Clark Family Irrevocable Life Insurance Trust, the Valerie A. Gordon
Trust, the Christina E. Lowrey Trust, and the Matthew A. Lowrey Trust. Mrs.
Austin is Trustee of the Josiah Austin Trust.
(b) Mr. and Mrs. Austin share the power to vote and dispose of all shares
reported in this amendment.
(c) The Reporting Persons have sold 42,000 shares of Common Stock, in
private transactions, as set forth below.
Date of Sale Number of Shares Price Per Share
02/09/99 42,000 $14 1/2
(d) No person other than Mr. and Mrs. Austin, ECH and the trusts
identified above (and upon termination of the trusts, their beneficiaries) has
any right to receive or the power to direct the receipt of dividends from or the
proceeds from the sale of shares of the Common Stock beneficially owned by Mr.
and Mrs. Austin.
(e) Not applicable.
<PAGE>
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.
Date: February ____, 1999 Josiah T. Austin
--------------------------------
Josiah T. Austin
Valer C. Austin
--------------------------------
Valer C. Austin
E-C
February 16, 1999
Mr. Eugene R. Friend
Chairman, Board of Directors
Monterey Bay Bancrop, Inc.
36 Brennan Street
Watsonville, California 95076
Dear Gene:
In keeping with my previous correspondence, I write again to alert you to
my continued concern with the disappointing performance of the Bank.
Over the past year, I have made several recommendations in order to
maximize shareholder value. It seems that my proposals have been largely
ignored. The decisions of the Board over the past year have operated to the
detriment of the shareholders. In addition, the Bank's administrative expenses
continue to depress its earnings.
It is time that the management of the Bank act in the best interest of the
shareholders. As a result of the poor performance of the Bank in 1998, I have
decided to support the proposal of an alternate slate of directors in opposition
to management's nominees at the next meeging called for the election of
directors, as detailed in the shareholder proposal sent by Domenick G.
Scaglione, et al. to the bank on November 5, 1998.
To this end, it is my current intention to take the steps, including
provision of financial support, that are necessary to facilitate efforts to
solicit proxies to seek the election of such alternate slate of directors.
Very truly yours,
Josiah T. Austin
cc: The Board of Directors
El Coronado Ranch
Star Route Box 395 Pearce, Arizona 85625
