UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. )(1)
Monterey Pasta Company
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(Name of Issuer)
Common Stock, $.001 Par Value
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(Title of Class of Securities)
612570101
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(CUSIP Number)
Todd J. Emmerman, Esq.
c/o Rosenman & Colin LLP
575 Madison Avenue
New York, NY 10022
212-940-8873
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 17, 1998
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(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 |_|.
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
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>
CUSIP No. 29390400
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Clearwater Fund IV, Ltd. Employer I.D. # [_____________]
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2 Check the Appropriate Box If a Member of a Group*
a. |X|
b. |_|
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds*
WC
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5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) |_|
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6 Citizenship or Place of Organization
British Virgin Islands
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7 Sole Voting Power
Number of
Shares 1,746,979 Shares
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 0
Person --------------------------------------------------------
With 9 Sole Dispositive Power
1,746,979 Shares
--------------------------------------------------------
10 Shared Dispositive Power
0
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,746,979 Shares
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12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |_|
- --------------------------------------------------------------------------------
13 Percent of Class Represented By Amount in Row (11)
13.6%
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14 Type of Reporting Person*
CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2
<PAGE>
CUSIP No. 29390400
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Clearwater Fund IV, LLC Employer I.D. # [_____________]
- --------------------------------------------------------------------------------
2 Check the Appropriate Box If a Member of a Group*
a. |X|
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
Delaware
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7 Sole Voting Power
Number of
Shares 71,000 Shares
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 0
Person --------------------------------------------------------
With 9 Sole Dispositive Power
71,000 Shares
--------------------------------------------------------
10 Shared Dispositive Power
0
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
71,000 Shares
- --------------------------------------------------------------------------------
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |_|
- --------------------------------------------------------------------------------
13 Percent of Class Represented By Amount in Row (11)
.6%
- --------------------------------------------------------------------------------
14 Type of Reporting Person*
OO
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3
<PAGE>
Item 1. Security and Issuer
This statement relates to the shares of Common Stock, $0.001 par value per
share (the "Common Stock"), of Monterey Pasta Company (the "Company"), a
corporation organized under the laws of the State of Delaware. The
principal executive offices of the Company are located at 1528 Moffett
Street, Salinas, California 93905.
Item 2. Identity and Background
(a)-(c)
This statement is being filed by Clearwater Fund IV Ltd. ("Clearwater
Ltd.), a corporation organized under the laws of the British Virgin
Islands and Clearwater Fund IV, LLC ("Clearwater LLC") a Delaware limited
liability company. Clearwater Ltd. and Clearwater LLC (together, the
"Reporting Persons") are making this single, joint filing because they may
be deemed to constitute a "group" within the meaning of Section 13 (d) (3)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Clearwater Ltd. is wholly owned by Clearwater Fund IV, LLC, a Delaware
limited liability company whose investment strategy is to make investments
in equity private placements. The principal business address of Clearwater
Fund IV, LLC is 611 Druid Road East, Suite 200, Clearwater, Florida 33756.
Mr. Heye is the managing member of Clearwater Fund IV, LLC.
Clearwater Ltd. is a corporation organized under the laws of the British
Virgin Islands whose investment strategy is to make investments in equity
private placements. The principal business address of Clearwater Ltd. is
CITCO Building, Wickhams Cay, P.O. Box 662, Road Town, Tortola, British
Virgin Islands. Clearwater Ltd. is wholly owned by Clearwater LLC.
The Directors of Clearwater Ltd. are Tortola Corporation Company Ltd.
("Tortola"), Hans Frederic Heye and Inter Caribbean Services Ltd. ("Inter
Caribbean"). The President of Clearwater Ltd. is A.P. de Groot. The
Vice-President of Clearwater Ltd. is J.M.S. Verhooren.
The principal business address of Mr. de Groot, Mr. Verhooren and Inter
Caribbean Services Ltd. is c/o CITCO Fund Services (Curacao) N.V., Kaya
Flamboyan 9, P.O. Box 812, Curacao, Netherland Antilles. The principal
business address of Tortola is Wickhams Cay, P.O. Box 662, Road Town,
Tortola, British Virgin
Page 4
<PAGE>
Islands. Mr. Heye's principal business address is 611 Druid Road East,
Suite 200, Clearwater, Florida, 33756.
Tortola principally functions as a provider of administrative services for
offshore funds. Mr. Heye is principally employed as the President of the
Clearwater Funds, a series of private investment entities. Inter Caribbean
principally functions as a provider of administrative services for
offshore funds. Mr. de Groot is principally employed as the Account
Manager of CITCO Fund Services (Curacao) N.V., a provider of
administrative services for offshore funds. Mr. Verhooren is principally
employed as the Managing Director of CITCO Fund Services (Curacao) N.V.
Trust Company principally functions as a provider of adminis- trative
services for offshore funds.
Clearwater LLC is a Delaware limited liability company whose investment
strategy is to make investments in equity private placements. The
principal business address of Clearwater LLC is 611 Druid Road East, Suite
200, Clearwater, Florida 33756. Mr. Heye is the Managing Member of
Clearwater LLC
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate amount of funds used by Clearwater Ltd. to purchase shares
of the Company's Common Stock between December 31, 1996 and December 31,
1997 was $3,194,012. On March 5, 1998, the Company purchased 2,365,066
shares of the Company's Common Stock from Clearwater Ltd. for an aggregate
amount of $2,690,263.
The aggregate amount of funds used by Clearwater LLC to purchase the
securities reported herein as being beneficially owned by Clearwater LLC
was $97,248.
The source of funds used by each Reporting Person to make the purchases
reported herein was working capital.
Item 4. Purpose of Transaction.
The Reporting Persons acquired the securities reported herein for
investment purposes. Depending upon market conditions and other factors
that each Reporting Person may deem material to its investment decisions,
the Reporting Persons may purchase additional shares of the securities of
the Company in the open market or in private transactions, or may dispose
of all or a portion of the securities of the Company that each owns or
hereafter may acquire. Except as otherwise set forth herein, the Reporting
Persons have no plans or proposals which relate to, or could result in any
Page 5
<PAGE>
matters referred to in paragraphs (b) through (j) of Item 4 of Schedule
13D.
Item 5. Interest in Securities of the Issuer.
(a)-(c)
Clearwater Ltd. beneficially owns 1,746,979 shares of the Company's Common
Stock (comprising approximately 13.6% of the outstanding Common Stock of
the Company as of February 5, 1998). Clearwater Ltd. has the sole power to
vote and dispose of all such shares. Clearwater Ltd. acquired beneficial
ownership of the shares of Common Stock reported herein as being
beneficially owned by Clearwater Ltd. in private transactions with the
Company and open market transactions between July 31, 1996 and December
31, 1997. On March 5, 1998, the Company purchased 2,365,066 shares of the
Company's Common Stock from Clearwater Ltd. at a purchase price per share
of $1.137.
Clearwater LLC beneficially owns 71,000 shares of the Company's Common
Stock (comprising approximately .6% of the outstanding Common Stock of the
Company as of February 5, 1998), all of which shares were purchased by
Clearwater LLC on the open market on February 27, 1998 at a purchase price
of $1.3697 per share. Clearwater LLC has the sole power to vote and
dispose of all such shares.
Collectively, the Reporting Persons beneficially own 1,817,979 shares of
the Company's Common Stock, representing approximately 14.2% of the
outstanding Common Stock of the Company as of February 5, 1998.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Item 7. Material to be Filed as Exhibits
1. Agreement, dated March 17, 1998 among the Reporting Persons relating to
filing of a joint acquisition statement pursuant to Rule 13d-1(f)(1).
Page 6
<PAGE>
SIGNATURE
After reasonable inquiry, and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: March 17, 1998
CLEARWATER FUND IV LTD.
/s/ A.P. de Groot
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By: A.P. de Groot
Title: President
CLEARWATER FUND IV, LLC
/s/ Hans Frederic Heye
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By: Hans Frederic Heye
Title: Managing Member
Page 7
<PAGE>
Exhibit Index
Sequentially
Exhibit No. Description Numbered Page
- ----------- ----------- -------------
1. Agreement, dated March 17, 1998 among the Reporting Persons relating
to the filing of a joint acquisition statement pursuant to Rule
13d-1(f)(1).
Page 8
EXHIBIT 1
The undersigned hereby agree, pursuant to Rule 13d-1(f)(1) to file a joint
statement on Schedule 13D and amendments thereto pertaining to their beneficial
ownership of shares of Common Stock of Monterey Pasta Company.
This agreement may be terminated for any reason by any party hereto
immediately upon the personal delivery or facsimile transmission of notice to
that effect to the other parties hereto.
This agreement may be executed in counterparts and all so executed shall
constitute the agreement.
Date: March 17, 1998
CLEARWATER FUND IV LTD.
/s/ A.P. de Groot
-------------------------------
By: A.P. de Groot
Title: President
CLEARWATER FUND IV, LLC
/s/ Hans Frederic Heye
-------------------------------
By: Hans Frederic Heye
Title: Managing Member
Page 9
