SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 2)*
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, New York 10022
(212) 940-8873
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 18, 1999
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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 |_|.
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
*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 (the "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).
(Continued on following pages)
(Page 1 of 4 Pages)
<PAGE>
CUSIP No. 612570101 SCHEDULE 13D Page 2 of 4 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Clearwater Fund IV, LLC Employer I.D. #[ ]
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |x|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
139,672 Shares
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 139,672 Shares
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
139,672 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.08%
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14 TYPE OF REPORTING PERSON*
00
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 2 is being filed by Clearwater Fund IV, LLC (the "Reporting
Person") pursuant to Rule 13-d(2) promulgated under the Securities Exchange Act
of 1934 (the "Exchange Act") and amends the Schedule 13D previously filed by the
Reporting Persons as of March 23, 1998 (the "Schedule 13D") as amended by
Amendment No. 1 dated February 25, 1999. Terms not otherwise defined herein
shall have the meaning ascribed to them in the Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated as follows:
(a)-(e)
The Reporting Person beneficially owns 139,672 shares of the
Company's Common Stock, comprising approximately 1.08% of the
outstanding Common Stock of the Company (based on information
contained in the Company's Statement on Form 10-Q for the period
ended September 26, 1999).
Clearwater LLC has the sole power to vote and dispose of all such
shares.
Between October 18, 1999 and November 19, 1999, Clearwater LLC sold
an aggregate of 193,000 shares of the Company's Common Stock in open
market transactions at prices ranging between $2.895 and $3.015 per
share.
On January 6, 2000, Clearwater LLC distributed 1,151,262 shares to
various of its members as redemptions-in-kind at a valuation of
$4.1875 per share, and, as a result, ceased to be the beneficial
owner of greater than 5% of the Company's Common Stock.
Page 3 of 4
<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: January 6, 2000
CLEARWATER FUND IV, LLC
/s/ Hans Frederic Heye
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By: Hans Frederic Heye
Title: Managing Member
Page 3 of 4
