5 1 0001.txt OMB Number 3235-0362 Expires: September 30, 1998 Estimated average burden hours per response 1.0 FORM 5 / / Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). /X/ Form 3 Holdings Reported /X/ Form 4 Holdings Reported U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 (Print or Type Responses) 1. Name and Address of Reporting Person* Lloyd-Butler, Thomas O., 50 Osgood Place, San Francisco, CA 94133 (Last) (First) (Middle), (Street), (City) (State) (Zip) 2. Issuer Name and Ticker or Trading Symbol _Monterey Pasta (PSTA) 3. IRS or Social Security Number of Reporting Person (Voluntary) ______ 4. Statement for Month/Year _December 31, 1998 5. If Amendment, Date of Original (Month/Year) ___________ 6. Relationship of reporting person to issuer (Check all applicable) ____ Director __X_ 10% Owner ____ Officer (give ____ Other (specify title below) below) ______________________ 7. Individual or Joint/Group Filing (Check Applicable line) __X__ Form filed by one Reporting Person ____ Form filed by More than One Reporting Person SEC 2270 (9-96) FORM 5 (continued) Page _2_ of _5_ Pages Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security (Instr. 3) ___Common Stock____________________ 2. Transaction Date (Month/Day/Year) 8/13/98_ 3. Transaction Code (Instr. 8) ___P3____ 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount 236,100 (A) or (D) ___A___ Price ___1.20_____ 5. Amount of Securities Beneficially Owned at End of Issuer's Fiscal Year (Inst. 3 and 4) _1,078,800_(3) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) _____I_______ 7. Nature of Indirect Beneficial Ownership (Inst. 4) (1)(2) 1. Title of Security (Instr. 3) ___Common Stock____________________ 2. Transaction Date (Month/Day/Year) __10/22/98___ 3. Transaction Code (Instr. 8) ___P4___ 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount _28,000_ (A) or (D) ___A___ Price _1.47___ 5. Amount of Securities Beneficially Owned at End of Issuer's Fiscal Year (Inst. 3 and 4) ___1,078,800______ 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) _____I_______ 7. Nature of Indirect Beneficial Ownership (Inst. 4) (1)(2) FORM 5 (continued) Page _3_ of _5_ Pages 1. Title of Security (Instr. 3) ___Common Stock____________________ 2. Transaction Date (Month/Day/Year) _12/31/98___ 3. Transaction Code (Instr. 8) ___S4____ 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount _29,900__ (A) or (D) ___D___ Price __1.50___ 5. Amount of Securities Beneficially Owned at End of Issuer's Fiscal Year (Inst. 3 and 4) ____1,078,800____ 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) _____I_______ 7. Nature of Indirect Beneficial Ownership (Inst. 4) (1)(2) * If the form is filed by more than one reporting person, see Instruction 4(b)(v). SEC 1474 (7- 96) FORM 5 (continued) Page _4_ of _5_ Pages Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) _____________________________ 2. Conversion or Exercise Price of Derivative Security _______________ 3. Transaction Date (Month/Day/Year) ______________ 4. Transaction Code (Instr. 8) __________________ 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) (A) _____________ (D) ______________ 6. Date Exercisable and Expiration Date (Month/Day/Year) Date Exercisable Expiration Date ____________________ ________________________ 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) Title ______________________ Amount or Number of Shares ________ 8. Price of Derivative Security (Instr. 5) _______________ 9. Number of Derivative Securities Beneficially Owned at End of Year (Instr. 4) _______________ 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) __________________ 11. Nature of Indirect Beneficial Ownership (Inst. 4) _____________________________________________________________________ __________________________________________________________________________ FORM 5 (continued) Page _5_ of _5_ Pages Explanation of Responses: (1) As member and portfolio manager of Gruber & McBaine Capital Management, LLC, a limited liability company that is a general partner of investment partnerships and investment adviser to client accounts. The securities reported are owned directly by the partnerships and client accounts. (2) The reporting person disclaims beneficial ownership of the securities with respect to which indirect beneficial ownership is reported, except to the extent of the reporting person's pro rata pecuniary interest therein. (3) The reporting person indirectly owned 1,080,700 shares of common stock on August 13, 1998, the date the reporting person became the beneficial owner of more than 10% of the outstanding common stock. /s/ Thomas O. Lloyd-Butler 2/10/01 **Signature of Reporting Person Date ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. SEC 2270 (9-96) CSR\2217\006\1134216.01