SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date Report (Date of earliest event reported) March 17, 1997
BONNEVILLE PACIFIC CORPORATION
(Exact name of registrant as specified in charter)
Delaware 0-14846 87-0363215
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(State or other (Commission (IRA Employer
jurisdiction of File Number) Identification No.)
incorporation)
50 West 300 South, Suite 300, Salt Lake City, Utah 84101
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (801) 363-2520
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(Former name or former address, if changed since last report) Not applicable
<PAGE>
Item 3. Bankruptcy or Receivership.
On December 5, 1991, the Registrant filed a petition in the United States
Bankruptcy Court for the District of Utah, Central Division, Case No. 91A-27701,
seeking protection to reorganize under Chapter 11 of the Federal Bankruptcy
Code. Subsequent to the filing, the Registrant has applied to the Securities
and Exchange Commission (the "Commission") to modify its reporting obligations
under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
On April 9, 1992, the Commission indicated that it would raise no objection
if the Registrant modified its reporting obligations under the Exchange Act.
A copy of the Monthly Financial Report for the period February 1, 1997 to
February 28, 1997, as filed with the bankruptcy court is included as an exhibit
hereto. On June 12, 1992, Roger G. Segal was appointed as the Chapter 11
Bankruptcy Trustee for the Company.
Item 5. Other Events.
For information on litigation and matters previously reported, refer to the
narrative on pages Form 2-G of the accompanying bankruptcy report.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused its report to be signed on its behalf by the
undersigned thereunto duly authorized.
BONNEVILLE PACIFIC CORPORATION
/s/ Roger G. Segal
By: Roger G. Segal, Chapter 11 Trustee
DATED March 17, 1997
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused its report to be signed on its behalf by the
undersigned thereunto duly authorized.
BONNEVILLE PACIFIC CORPORATION
/s/ R. Stephen Blackham
By: R. Stephen Blackham, Assistant Controller
DATED March 17, 1997
<PAGE>
INDEX TO EXHIBITS
Exhibit Page No.
28.1 Monthly Financial Report - Chapter 11, for the period
February 1, 1997 to February 28, 1997, of the
Registrant, dated March 17, 1997 as filed by the
Registrant with the United States Bankruptcy Court for
the District of Utah, Central Division on March 17, 1997....5
<PAGE>
MONTHLY FINANCIAL REPORT
CHAPTER 11
DEBTOR: BONNEVILLE PACIFIC CORPORATION
CASE NO. 91A-27701 For Period February 1 to February 28, 1997
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Accounting Method Used: [X] Accrual Basis [ ] Cash Basis
COVER SHEET
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THIS REPORT IS DUE 15 DAYS AFTER THE END OF THE MONTH. The
Mark One Box The debtor must attach each of the following reports/documents
For Each unless the U.S. Trustee has waived the requirement in writing.
Required File original with Clerk of Court. File duplicate with U.S.
Report/Document Trustee.
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Report/Document Previously
Attached Waived REQUIRED REPORTS/DOCUMENTS
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[ x ] [ ] Cash Receipts & Disbursements Statement (Form 2-B)
[ x ] [ ] Balance Sheet (Form 2-C)
[ x ] [ ] Profit and Loss Statement (Form 2-D)
[ x ] [ ] Supporting Schedules (Form 2-E)
[ x ] [ ] Quarterly Fee Summary (Form 2-F)
[ x ] [ ] Narrative (Form 2-G)
[ x ] [ ] Bank Statement(s) for Debtor in Possession Account(s)
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I declare under penalty of perjury that the following Monthly Financial Report
and any attachments thereto, is true and correct to the best of my knowledge
and belief.
Executed on: March 17, 1997
Debtor(s): BONNEVILLE PACIFIC CORPORATION
/s/ R. Stephen Blackham
By: R. Stephen Blackham
Position: Assistant Controller
<PAGE>
Statement of Chapter 11 Trustee
Roger G. Segal, Chapter 11 Trustee of the bankruptcy case of Bonneville
Pacific Corporation, having been so appointed on June 12, 1992, hereby states
that he has reviewed the following Monthly Financial Report and any attachments
thereto and that, based on his review and the representations of officers and
employees of the debtor, Bonneville Pacific Corporation, he believes that the
information contained in the Monthly Financial Report and attachments is true
and correct. However, neither Roger G. Segal, Chapter 11 Trustee, nor Neilson,
Elggren, Durkin & Company, as accountants for Roger G. Segal, Chapter 11
Trustee, has had an opportunity to independently verify that the information
contained in the following Monthly Financial Report and the attachments thereto
is true and correct.
DATED this 17th day of March 1997.
/s/ Roger G. Segal
By: Roger G. Segal, Chapter 11 Trustee
<PAGE>
DEBTOR: BONNEVILLE PACIFIC CORPORATION
Bankruptcy No. 91A-27701
Narrative
For the Month Ended February 28, 1997
Form 2-G
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Bonneville Pacific Corporation (the "Company" or "Bonneville") has continued to
conduct its normal business activities during the month of February 1997 (the
reporting period). These activities have included responding to the Operating
Guidelines and Reporting Requirements for Chapter 11 debtors.
Significant actions related to the Company during the month of February and the
first part of March 1997 (other than administrative matters, including
professional fee applications) in accordance with various provisions of the
Bankruptcy Code are as follows:
1. The Segal v. Portland General, et al. action pending in the United States
District Court, Case No. 92-C-364-J (the "Litigation") has been discussed
at length in the previous Monthly Financial Reports filed by the Trustee
and in the Trustee's four (4) Annual Reports, including the Report for
the period of July 1, 1995 through June 30, 1996 filed on September 19,
1996 concerning the Administration of the Estate. These Reports (which
are on file with both the Bankruptcy Court and the Securities & Exchange
Commission) must be reviewed for an understanding of the history and
nature of the Litigation, including previous settlements reached by the
Trustee. For all practical purposes the Litigation has been concluded
(but also see the discussion below).
On December 10, 1996 the Trustee entered into a verbal settlement
agreement with Calpine Corporation, a Defendant in an action severed from
the main Litigation. Pursuant to the settlement, which was documented by
a formal settlement agreement2 dated December 30, 1996, Calpine agreed
a) to pay to Bonneville Pacific the sum of $767,500.00; and b) to release
and withdraw with prejudice its filed claims in the total amount of
$3,057,969.60.
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1 This narrative attempts to summarize significant events affecting the
Company through March 13, 1997.
2 Each settelement agreement should be reviewed in its entirety for all
terms and conditions (and consideration) of the settlement.
<PAGE>
The Company and Calpine also agreed to jointly release one another from
any and all claims or causes of action. The settlement was conditioned
upon approval of the settlement by the United States District Court and
the United States Bankruptcy Court. The Trustee's Motion for Approval of
the Settlement Agreement was heard as scheduled on January 28, 1997 at
which hearing the Bankruptcy Court granted the Trustee's Motion and
approved the settlement. The United States District Court, based upon
the parties Stipulated Motion for Final Judgment and Order for Dismissal,
on February 4, 1997 signed the Judgment and Order dismissing the lawsuit.
Calpine paid the $767,500.00 settlement amount to the estate (the Company)
on February 11, 1997.
On or about December 4, 1996 the Trustee entered into a formal settlement
agreement with Jack & Nancy Dunlop. The settlement agreement provides2
for payment of $10,000.00 by Jack Dunlop and other consideration to
Bonneville Pacific Corporation in exchange for a full release of any and
all claims which the estate may have against Jack Dunlop. The settlement
was conditioned upon approval of the settlement by the United States
District Court and the United States Bankruptcy Court. The Trustee's
Motion for Approval of the Settlement Agreement was heard as scheduled on
January 13, 1997, at which hearing the Bankruptcy Court approved the
settlement. The United States District Court, based upon the parties
Stipulated Motion for Final Judgment and Order for Dismissal, signed the
Judgment and Order dismissing Dunlop from the litigation. Dunlop paid the
$10,000.00 settlement amount to the estate (the Company) on
February 14, 1997.
On January 6, 1997 the Trustee filed a Motion for an Order Authorizing the
Trustee to Amend the Estate's May 2, 1996 Settlement Agreement with Mayer
Brown & Platt. The proposed amendment to the Settlement Agreement affects
paragraph 11 of the Settlement Agreement which provides for an additional
payment by Mayer Brown & Platt to the Trustee if Mayer Brown & Platt
subsequently settled claims asserted against it by Portland General.
Specifically, pursuant to paragraph 11 of the Settlement Agreement as
approved by the Court, if Portland General settled with Mayer Brown &
Platt before Portland General initiated suit against Mayer Brown & Platt
then Mayer Brown & Platt would pay the Trustee for Bonneville Pacific $3.5
million and if Portland General settled with Mayer Brown & Platt after
suit was initiated, but before trial commenced, then Mayer Brown & Platt
would pay to the Trustee for Bonneville Pacific $1.75 million.
Conversely, if a trial on the merits commenced between Portland General
and Mayer Brown & Platt and the parties then settled, or if the suit was
fully litigated to a judgment, then the Trustee for Bonneville Pacific
would receive no additional amount from Mayer Brown & Platt. Without
Portland General having filed suit, Mayer Brown & Platt and Portland
General reached a settlement agreement between themselves which
settlement was conditioned upon the Trustee agreeing to amend the
Settlement Agreement so that the Trustee for Bonneville Pacific would
receive $1.75 million pursuant to paragraph 11 of the Settlement
Agreement (rather than $3.5 million). The Trustee's Motion for Approval
of the Amendment to the Settlement Agreement was held as scheduled before
the Bankruptcy Court on January 28, 1997,
<PAGE>
at which hearing the Bankruptcy Court granted the Trustee's Motion and
approved the amendment to the May 2, 1996 Settlement Agreement. Mayer
Brown & Platt on February 4, 1997 paid the $1.75 million to the estate
(the Company).
On or about February 18, 1997, the Trustee entered into a verbal
settlement agreement with Dinuba Energy, Inc. and Ronald C. Yanke,
defendants in an action severed from the main Litigation. Pursuant to
the settlement, which was documented by formal settlement agreement dated
February 24, 1997, Dinuba & Yanke agreed to pay to the Trustee the sum of
$4,500,000.00. The Company and Dinuba and Yanke also agreed to release one
another from any and all claims or causes of action. The settlement is
conditioned upon approval of the settlement by the United States District
Court and the United States Bankruptcy Court. The Trustee has filed his
motion for approval of the Settlement Agreement and a hearing on the
Motion is scheduled for March 17, 1997. If the Bankruptcy Court approves
the motion, a pleading to dismiss the action will be filed with the U.S.
District Court. Pursuant to the Settlement Agreement the $4.5 million
settlement sum is due to be paid to the Trustee on March 20, 1997.
All litigation settlement recoveries actually received by the Company are
subject to a contingency fee in favor of the law firm of Beus, Gilbert &
Morrill, special litigation counsel for the Trustee. The "Legal
Representation Agreement" between the Trustee and Beus, Gilbert & Morrill,
which agreement sets forth the terms of the contingent fee arrangement,
was approved by the Bankruptcy Court in 1992. Pursuant to the contingent
fee agreement, Beus, Gilbert & Morrill would, after subtracting for
litigation costs, be paid forty percent (40%) of any settlement or
litigation recoveries received after trial commences, thirty-three
percent (33%) of any settlement sums received after the litigation is
filed but before trial commences, or, as the case may be, twenty percent
(20%) of the settlement sum received if the settlement occurs before
litigation is commenced (in all instances less amounts paid to the
Trustee's General Counsel, Cohne, Rappaport & Segal, P.C., for fees
related to the Litigation). Any fees or costs to be paid to Beus,
Gilbert & Morrill must first be allowed (approved) by the Bankruptcy
Court upon application after notice and hearing.
A continued hearing was held by the District Court on November 1, 1996 in
one of the actions severed from the main Litigation concerning the Motion
by Defendant William Cerutti for Summary Judgment (Segal v. Cerutti,
United States District Court for the District of Utah, Case
No. 92-CV-1115-J-C). At the hearing the Court made an oral ruling
granting the Defendant's motion. The Defendant has filed a Proposed
Order Granting Summary Judgment and on December 16, 1996 the Trustee
filed a Motion for Reconsideration and an objection to the Proposed Order.
A hearing on the Trustee's Motion for Reconsideration was held on
February 28, 1997 at which time the Court took the matter under advisement.
The Trustee has also entered into "tolling agreements" with certain
persons or entities which agreements toll the running of any applicable
statute of limitation which might otherwise bar the Trustee from
<PAGE>
initiating suit against such person or entity. The Trustee and his
respective attorneys are now completing their investigation into those
persons or entities which executed tolling agreements; such
investigation includes conducting additional Rule 2004 examination. If
the Trustee is not able to settle possible claims held by the estate
against persons or entities who or which signed tolling agreements and
who or which the Trustee believe are liable to the Bonneville estate
(e.g., Norwest Bank, the LDS Church etc.), then in the next few months
the Trustee, through his special litigation counsel, may commence
additional litigation on behalf of the Trustee for Bonneville Pacific.
In addition to the above described litigation matters, the Company continues
in its business operations. Significant actions and events during February
1997 related to business matters are as follows:
1. The Trustee and his counsel continue to monitor the Company's 50% general
partnership interest in NCA #1 owned through the Company's wholly owned
subsidiary, Bonneville Nevada Corporation. NCA #1 is a Nevada general
partnership that owns an 85-megawatt cogeneration project located near Las
Vegas, Nevada. As previously reported, Nevada Power Company ("NPC") has
previously curtailed purchases of electrical power from NCA #1 but
curtailments, if any, have been minimal over the last several Reporting
Periods. It is NCA #1's position that the curtailments are in possible
violation of applicable curtailment protocols and possible breach of
NCA #1's Power Purchase Contract with NPC. The Trustee will continue to
monitor this situation. No material developments occurred during the
Reporting Period relevant to the curtailment litigation and associated
appeals.
In an effort to mitigate future difficulties and curtailments,
representatives of NCA #1 and NPC have met to explore possible
modifications to the Power Purchase Agreement between them, such
discussion continued during the Reporting Period. As previously reported
a Displacement Agreement was entered into by the parties for the Reporting
Period. The Displacement Agreement allows NPC, for consideration, to
displace a portion of its energy purchase obligation under the Power
Purchase Agreement. The parties have yet to conclude whether a long term
Displacement Agreement would be economically feasible.
On September 27, 1996, NCA #1 was served with Findings and Notices of
Violation ("NOV") issued by Region IX of the United States Environmental
Protection Agency (the "EPA") for alleged violations of the Clean Air
Act's Prevention of Significant Deterioration program applicable for the
State of Nevada. Specifically, EPA alleges that NCA #1, contrary to
applicable operating permits, failed to timely install "Best Available
Control Technology" at the plant in the form of a selective catalytic
reduction system ("SCR") to control NOx emissions. Representatives of
both sides of this dispute continue to resolve this matter during the
Reporting Period.
<PAGE>
Analysis of Claims and Possible Distributions.
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Prepetition claims against the Bonneville Pacific bankruptcy estate total
approximately two hundred million dollars in booked and unbooked liabilities
(excluding any addition for possible post-petition interest). The exact amount
of such claims is still undetermined and the distribution priority for such
claims is still being researched, investigated, litigated or negotiated by the
Trustee and other parties in interest (see the further discussion which
follows). Also see the "Trustee's Preliminary Report (Estimate) Concerning
Claims filed Against the Estate" which is attached hereto.
On August 20, 1996 the Trustee filed a Motion for Establishment of a
Supplementary Claims Bar Date seeking to set December 16, 1996 as the
supplementary claims bar date by which all creditors of Bonneville who had not
previously been adequately notified to file claims must complete and file a
proof of claim with the Clerk of the Bankruptcy Court. The Trustee believes
that most of the new claims which have been filed relate to possible claims
against Bonneville arising out of the purchase or sale of its securities. See
11 U.S.C. section 510(b). The Motion also sought approval of a form of notice
to be sent to potential creditors, approval of a form proof of claim, approval
of a procedure to identify potential claimants and a procedure for notice by
publication. A hearing on the Motion was scheduled before the Bankruptcy Court
on September 10, 1996. No objections to the Motion were filed and at the
hearing the Court granted the Motion and signed an order establishing the
supplementary claims bar deadline. Consequently, the Trustee proceeded with
the action authorized by the order granting the Motion; specifically, notice
was sent to thousands of potential claimants and notice was published in
newspapers of general circulation throughout the United States. Through
December 16, 1996 approximately 4,000 new proofs of claim were filed with the
Bankruptcy Court and approximately 320 additional claims have been filed since
December 16, 1996. The Trustee has completed his initial review of each of
the claims; such review process was delayed due to the large number of claims
and the diverse manner in which the claim forms were filled out by the
claimants. The Trustee's preliminary report (estimate) of the supplemental
claims is reflected on the report attached hereto and incorporated herein. The
Trustee anticipates that he will likely object to a number of the new claims
which have been filed.
In an effort to resolve tax issues relating to the material litigation
settlements which have occurred since May 1, 1996, the Trustee filed with the
Internal Revenue Service an application to change the Company's tax year from
one ending on April 30th to one ending on December 31st. The Trustee desired
to change the Company's tax year period (when changed the Company's present
tax year would be from May 1, 1996 through December 31, 1996 and thereafter
would be on a calendar year basis) in order to facilitate the filing of a plan
of reorganization of the Company. By shortening the Company's tax year, the
<PAGE>
Trustee may be able to receive a prompt tax determination for the tax year
ending December 31, 1996, which determination will facilitate any party in
interest filing a plan of reorganization because the amount of tax owed by the
Debtor, if any, should be quantified (see 11 U.S.C. section 505). The IRS, on
February 24, 1997, conditionally granted the Company's application to change
its tax year. It is believed that the Company can meet and comply with all of
the conditions imposed by the IRS and therefore the Company is proceeding as if
its tax year has been changed and a U.S. Corporate Income Tax Return will be
filed for the short year ended December 31, 1997.
In preparation for a plan of reorganization, the Trustee on behalf of the
Company has made a decision to employ Hein + Associates, a national accounting
firm, to prepare audited financial statements for Bonneville Pacific
Corporation. An application seeking approval of the employment was filed and
hearing on the application was held as scheduled on December 20, 1996. At the
hearing the Court approved the Application. Hein + Associates has been employed
and is now proceeding with work on the audits.
At this time it is not known whether interest will ever be paid on any allowed
unsecured claim because (a) it is not at all clear that the estate will possess
sufficient funds to pay interest on any particular class of claims, and (b) the
law concerning payment of interest to any particular class of claims is not
clear and therefore, even if sufficient funds did exist, the issue of payment of
interest (and the applicable rate of interest, if any) to any particular
class of claims would have to be either consensually resolved in a plan of
reorganization or would have to be adjudicated by a court of competent
jurisdiction.
No plan of reorganization negotiations which include the Trustee are now being
conducted. However, in light of the settlements to date reached in the
Litigation and in light of the December 16, 1996 supplementary claim deadline,
the Company is now in the position to begin the process of formulating and
proposing a plan of reorganization. Plan negotiations with creditors should
soon begin but it will be several months, if not substantially more, before any
creditor with an allowed claim can anticipate receiving any distribution from
the estate.
In January of 1997 the Trustee, his counsel and the Company's management
interviewed several firms who were interested in serving as the Trustee's
financial advisor (investment banker) in connection with valuing the Company's
(and its affiliates') business assets and assisting the Trustee concerning plan
of reorganization issues. The Trustee, with the participation of others,
concluded that the firm of Bear Stearns & Co., Inc. was the best qualified to
provide the desired service. The Trustee has caused an Application seeking
approval of his employment of Bear Stearns & Co., Inc. as Financial Advisor
with the Bankruptcy Court and a hearing on the application is scheduled for
March 20, 1997.
<PAGE>
The Trustee has employed the law firm of Weil, Gotshal & Manges, L.L.P., with
its principal office in New York City, as Special Plan Counsel. The purpose of
the employment includes, but is not limited to, advising the Trustee concerning
tax issues and assisting the Trustee and his General Counsel concerning a plan
of reorganization and issues relating thereto.
<PAGE>
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF UTAH, CENTRAL DIVISION
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In re: )
)
BONNEVILLE PACIFIC CORPORATION, ) Bankruptcy No. 91A-27701
)
Debtor. ) (Chapter 11)
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TRUSTEE'S PRELIMINARY REPORT (ESTIMATE) CONCERNING
CLAIMS FILED AGAINST THE ESTATE
Roger G. Segal, the duly appointed, qualified and acting Chapter 11
trustee for the above-captioned Debtor, pursuant to 11 U.S.C. section 1106(a),
files this Preliminary Report (Estimate) Concerning Claims Filed Against the
Estate.
A. Introduction.
The purpose of this Report is to inform parties-in-interest of the results
of the Trustee's preliminary claim review. This Report (and the amounts set
forth herein) reflect only the Trustee's estimation of the amount of possible
claims against the estate; it is very likely that the amounts stated herein may
change materially due to, among other things, amendments to deficient claims,
rulings by the Court concerning claim objections1 or negotiations between the
various parties-in-interest. The Trustee reserves the right to file in the
future additional reports concerning claims and the amounts thereof against the
estate.
B. General Status of Filed Claims.
The Court has established two (2) claim bar dates (deadlines), one being
the original April 13, 1992 date and the other (the supplemental bar date)
being December 16, 1996. As of December 16, 1996 there were a total of not
less than 4,247 proofs of claim filed as reflected in the official claims
register maintained by the Clerk of the United States Bankruptcy Court in
connection with Debtor's case, excluding those claims deemed filed pursuant to
11 U.S.C. section 1111(a). Between December 17, 1996 and February 28, 1997
there were not less than an additional 319 claims filed.2
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1 The Trustee as well as any other party-in-interest may object to any filed
claim. 11 U.S.C. section 502(a).
2 It is not clear which late claims, if any, the Court will permit to be
deemed timely filed. Cf. Pioneer Inv. Services v. Bruswick Assoc., 113 S.
Ct. 1489 (1993). It is also likely that additional late claims will be
filed. Generally the claim amounts included in this Report take into
account the late claims filed through February 28, 1997.
<PAGE>
C. Secured Claims.
There are no longer any secured claims against the estate of the Debtor as
all such claims have been, with Court approval, either paid in full,
compromised (including abandonment of the collateral) or otherwise resolved.
D. Administrative and Priority Claims.
At the present time the Trustee estimates that the amount of the unpaid
priority or administrative claims against the Debtor's estate to be
approximately $10,000,000.00. Such possible claims (most of which would be
contingent, i.e., subject to Court allowance or are the subject of current
dispute) include, but are not limited to, unpaid fees and costs to
professionals employed by the Debtor-in-possession; unpaid fees and costs to a
law firm employed by the Unsecured Creditors' Committee; current fees payable
(all subject to Court approval) to the Trustee or the Trustee's general
counsel, special litigation counsel, special plan counsel, accountants or
financial advisor; miscellaneous "substantial contribution" claims; a reserve
for payment of well-plugging cost on the Mammoth Project; and state and
federal taxes.3
E. Bank Claims.
At the present time the Trustee estimates that the unsecured claims of
financial institutions or similar entities (calculated at the amount owed as of
the date of the Debtor's voluntary Chapter 11 petition, December 5, 1991,
hereafter the "Petition Date") total approximately $30,500,000.00.4
F. 1989 Convertible Subordinated 7 % Debentures (hereafter "Debentures").
At the present time the Trustee estimates that the unsecured claims of the
current holders of the Debentures (calculated at the amount owed as of the
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3 The estate's liability for income or other taxes (including any
alternative minimum tax) for the tax year ending December 31, 1996 and
the current tax year is not finally determined. If significant tax
liabilities are assessed to the estate by the respective taxing
authorities, then it is possible that the $10,000,000.00 estimated for
administrative and priority claims will be too low.
4 This figure does not include a claim asserted by First Security Bank of
Utah, N.A., related to the Crystal Springs Project (Claim No. 145). The
Trustee is attempting to negotiate a settlement of such claim; if no
settlement is reached then the Trustee intends to object to the claim.
<PAGE>
the "Petition Date") total approximately $64,750,000.00.5 The bank claimants
(see paragraph E. above) may argue that these Debenture claims are
contractually subordinated to the Bank Claims.
G. Trade or Miscellaneous (Non-securities) General Unsecured Claims.
At the present time the Trustee estimates that valid trade claims or other
miscellaneous (non-securities related) general unsecured claims (calculated at
the amount owed as of the Petition Date) should total approximately between
$5,000,000.00 and $6,000,000.00.
H. Prepetition Debenture Sale Claims.
Claimants in this category are those persons or entities who between
August 15, 1989 (the approximate date of the issuance of the Debentures) and
December 5, 1991 sold their Debentures and incurred a loss; such claims are
likely subordinated pursuant to 11 U.S.C. section 510(b).
Of the filed claims in this category, the Trustee estimates that
approximately $5,000,000.00 in claims (generally calculated on the net loss
between the purchase price and sales price at the time of the prepetition sale)
appear to be valid. An additional approximately $500,000.00 in claims
(generally calculated on the net loss between the purchase price and sales
price at the time of the prepetition sale) in this category have also been
filed but such claims require additional investigation by the Trustee or
documentation from the claimant; therefore, the Trustee estimates that only an
unknown portion of these additional claims will ultimately be determined to be
valid.
I. Post-petition Debenture Sale Claims.
Claimants in this category would be those persons or entities who on or
after December 6, 1991 sold the Debentures they had purchased prepetition and
incurred a loss. It is not clear whether these claimants possess any allowable
claim. Specifically, an argument can be made that post-petition sellers of the
Debentures have no remaining claim against the estate because when the sale
occurred each seller transferred (assigned) the entire claim to the buyer of
the Debenture and, therefore, the seller no longer has any claim of any kind
against the Debtor or its estate. If claimants in this category are
determined to have allowed claims, then such claims are likely subordinated
pursuant to 11 U.S.C.
section 510(b).
If claimants in this category are determined to possess allowable claims
against the estate, then of the filed claims in this category the Trustee
estimates that approximately $10,000,000.00 in claims (generally calculated on
the net loss between the purchase price and sales price at the time of the
post-petition sale) appear to be valid. If claimants in this category are
determined to possess allowable claims against the estate, then an additional
approximately $1,000,000.00 in claims (generally calculated on the net loss
between the purchase price and sales price at the time of the post-petition
sale) in this category have also been filed but such claims require additional
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5 This number is ascertained by adding to the $63,250,000.00 principal amount
owed on the Debentures prepetition interest of approximately $1,500,000.00
which interest is calculated at the rate of 7 3/4% per annum for 3 2/3
months (August 15, 1991 to December 5, 1991).
<PAGE>
investigation by the Trustee or documentation from the claimant; therefore, the
Trustee estimates that only an unknown portion of these additional claims could
ultimately be determined to be valid.
J. Limited Partner Claims.
Claimants in this category would be persons or entities who purchased
limited partnership interests in now defunct partnerships (particularly the
Magic Valley partnership) which were affiliated with the Debtor. These claims
total approximately $4,000,000.00.6 The Debtor may possess some valid defenses
to these claims; accordingly, the Trustee is investigating these claims
further. If claimants in this category are determined to have allowed claims,
then such claims may be subordinated pursuant to 11 U.S.C. section 510(b).
K. Section 510(b) Equity Claims.
Claimants in this category are persons or entities who prepetition
purchased the Debtor's common stock and because of such purchase suffered a
loss.7 Of the filed claims8 in this category, the Trustee estimates that in
the range of approximately $40,000,000.00 in claims9 appear to be valid.10
An additional approximately $10,000,000.00 in claims8 in this category have
also been filed but such claims require additional investigation by the Trustee
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6 The method of loss calculation utilized by the claimants and the time
(date) at or through which the claim is calculated varies greatly among
the respective claims.
7 Such losses include both claimants who sold their stock and those who
still retain their stock. As to those claimants who still own the stock,
the figures do not include any credit for the current remaining value, if
any, of the equity.
8 The method of loss calculation utilized by the claimants and the time
(date) at or through which the claim is calculated varies greatly among
the respective claims. Some currently existing equity holders filed
claims but apparently unintentionally omitted from the claim their
monetary section 510(b) securities related claim; in calculating the
total amount of the filed claims in this category the Trustee has assumed,
for the time being, that some of these currently existing equity holders
also possess a monetary section 510(b) equity claim against the Debtor.
9 This claim amount is generally calculated as follows. If the claimant has
sold the stock, then the amount is generally calculated on the net loss
between the purchase and the sales price at the time of the sale. If the
claimant has not sold the stock, then the amount is generally calculated
only on the purchase price at the time of purchase; such amount does not
include any credit for the current remaining value, if any, of the stock.
In calculating the claim amounts (loss), generally the transaction costs
(e.g., commissions) have been included.
10 Such claims amount includes the $10,000,000.00 allowed compromised claim
of CIGNA (now assigned) and the $3,000,000.00 claim filed by the plan
trustee for the Debtor's ESOP Plan (Claim No. 243).
<PAGE>
or documentation from the claimant (or the claims may be duplicates);
therefore, the Trustee estimates that only a portion of these additional
claims will ultimately be determined to be valid.
L. Existing Equity.
At the present time the Trustee estimates that there are approximately
11,500,000 shares of the Debtor's common stock now held by persons or entities
other than the Debtor or the Trustee.11 Of this amount, Portland General
Holdings Inc. is in possession of 2,000,000 shares.
M. Deeply Subordinated Claims.
Deeply subordinated claims (i.e., those claims which are subordinated to
all other claims against the estate) are claims which arose by reason of the
Trustee's negotiated settlements with various creditors. Such claims, all of
which have been approved by the Court, total $8,945,000.00.
N. Post-petition Interest on Claims.
Various claimants will argue that they are entitled to post-petition
interest on their allowed claims.12 At this time it is not known whether
post-petition interest will ever be paid on any allowed unsecured claim
because a) it is not at all clear that the estate will possess sufficient
funds to pay post-petition interest on any particular class of claims, and
b) the law concerning payment of post-petition interest to any particular
class of claims is not clear and, therefore, even if sufficient funds did exist,
the issue of payment of post-petition interest (and the applicable rate of
interest, if any) to any particular class of claims would have to be either
consensually resolved in a plan of reorganization or would have to be
adjudicated by a court of competent jurisdiction.
- -----------
11 The Trustee is also in possession of approximately 9,500,000 shares of
the common stock of the Debtor; such stock was received by the Trustee as
part of his Court approved settlements with the Insiders, Portland General,
Westinghouse and others.
12 Certain classes of creditors (for example, those in categories H., J.
and K. above) may also argue that they are entitled to prepetition
interest on their claim from the time the claim arose until the Petition
Date. Please note that in general the claim amounts for categories H.,
J. and K. as set forth in this Report do NOT include any prepetition
interest calculation from the time the claim arose until the Petition Date.
<PAGE>
O. Conclusion.
The preceding Report reflects the results of the Trustee's preliminary
claim review. This Report (and the amounts set forth herein) reflect only the
Trustee's rough estimate of possible claims against the estate; it is very
likely that the figures set forth herein may change materially due to, among
other things, amendments to deficient claims, rulings by the Court concerning
claim objections or negotiations between the various parties-in-interest. As
indicated by this Report, the total allowable claims (liabilities of the
Debtor) are at this time far from certain.
DATED this 17th day of March, 1997.
/s/ Roger G. Segal
ROGER G. SEGAL, Chapter 11 Trustee
for Bonneville Pacific Corporation
<PAGE>
DEBTOR: BONNEVILLE PACIFIC CORPORATION
Case No. 91A-27701
Cash Receipts and Disbursements Statement
For Period February 1 - February 28, 1997
- --------------------------------------------------------------------------------
CASH RECONCILIATION
1. Beginning Cash Balance: $119,618,315.51
2. Cash Receipts: (See Page 2 of 2)105 2,626,422.86
3. Cash Disbursements: (See Page 2 of 2) (169,408.87)
-------------
4. Net Cash Flow: 2,457,013.99
---------------
5. Ending Cash Balance: (to Form 2-C) $122,075,329.50
===============
CASH ACCOUNT SUMMARY - ENDING BALANCES
<TABLE>
<CAPTION>
ACCOUNT AMOUNT FINANCIAL INSTITUTION
<S> <C> <C> <C>
PAYROLL ACCOUNT $747.35 FIRST SECURITY BANK OF UTAH
PAYROLL TAX ACCOUNT 600.79 KEY BANK OF UTAH
GENERAL CORP CASH 889,998.45 KEY BANK OF UTAH
CHPTR 11 TRUSTEE JOINT ACCT 5,640,077.89 (A) KEY BANK OF UTAH
CHPTR 11 TRUSTEE - CD ACCT 10,974,216.71 (A) US BANK
CHPTR 11 TRUSTEE - JNT CD 5,273,014.77 (A) KEY BANK OF UTAH
CHPTR 11 TRUSTEE JOINT ACCT 10,197,322.23 (A) BANK ONE
CHPTR 11 TRUSTEE JT SAVINGS 19,250.79 (A) BANK ONE
UNITED STATES TREASURY BILLS 88,895,252.71 BANK ONE
PROCEEDS FROM ASSET SALES 4,000.09 (A) KEY BANK OF UTAH
KYOCERA MAINTENANCE RESERVE 180,847.72 KEY BANK OF UTAH
-------------
$122,075,329.50
===============
(A) Accounts requiring signatures of both the US Trustee and Chapter 11
Trustee for disbursements.
</TABLE>
FORM 2-B
Page 1 of 2
<PAGE>
DEBTOR: BONNEVILLE PACIFIC CORPORATION
Case No. 91A-27701
Cash Receipts and Disbursements Statement
For Period February 1 - February 28, 1997
- --------------------------------------------------------------------------------
CASH RECEIPTS JOURNALS
<TABLE>
<CAPTION>
BANK ACCOUNT TOTAL PAGE REF
<S> <C> <C>
PAYROLL ACCOUNT $21,147.40 A
PAYROLL TAX ACCOUNT 11,645.98 B
GENERAL CORP CASH 23,127.84 C
CHPTR 11 TRUSTEE JOINT ACCT 2,535,964.46 E
CHPTR 11 TRUSTEE - CD ACCT 66,559.14 F
CHPTR 11 TRUSTEE - JNT CD 0.00 N/A
CHPTR 11 TRUSTEE JOINT ACCT 0.00 N/A
CHPTR 11 TRUSTEE JT SAVINGS 57.86 G
UNITED STATES TREASURY BILLS 0.00 N/A
PROCEEDS FROM ASSET SALES 10.23 H
KYOCERA MAINTENANCE RESERVE 11,898.33 I
-------------
2,670,411.24
LESS: ACCOUNT TRANSFERS (43,988.38)
--------------
TOTAL CASH RECEIPTS $2,626,422.86
==============
</TABLE>
CASH DISBURSEMENTS JOURNALS
<TABLE>
<CAPTION>
BANK ACCOUNT TOTAL PAGE REF
<S> <C> <C>
PAYROLL ACCOUNT $21,353.73 A
PAYROLL TAX ACCOUNT 11,174.46 B
GENERAL CORP CASH 142,859.99 D
CHPTR 11 TRUSTEE JOINT ACCT 43.29 E
CHPTR 11 TRUSTEE - CD ACCT 0.00 F
CHPTR 11 TRUSTEE - JNT CD 0.00 N/A
CHPTR 11 TRUSTEE JOINT ACCT 0.00 N/A
CHPTR 11 TRUSTEE JT SAVINGS 0.00 G
UNITED STATES TREASURY BILLS 0.00 N/A
PROCEEDS FROM ASSET SALES 0.00 H
KYOCERA MAINTENANCE RESERVE 37,965.78 I
-----------
213,397.25
LESS: ACCOUNT TRANSFERS (43,988.38)
------------
TOTAL CASH DISBURSEMENTS $169,408.87
============
</TABLE>
FORM 2-B
Page 2 of 2
<PAGE>
DEBTOR: BONNEVILLE PACIFIC CORPORATION
Case No. 91A-27701
Payroll Account
For Period February 1 - February 28, 1997
- --------------------------------------------------------------------------------
CASH RECEIPTS JOURNAL
<TABLE>
<CAPTION>
DATE DOC # PAYOR AMOUNT DESCRIPTION
<S> <C> <C> <C> <C>
02/12/97 CK# 6148 BPC - GENERAL $10,194.01 PAYROLL TRANSFER
02/26/97 CK# 6165 BPC - GENERAL 10,953.39 PAYROLL TRANSFER
----------
TOTAL CASH RECEIPTS $21,147.40
==========
</TABLE>
CASH DISBURSEMENTS JOURNAL
<TABLE>
<CAPTION>
DATE DOC # PAYEE AMOUNT DESCRIPTION
<S> <C> <C> <C> <C>
02/04/97 PAYROLL SUMMARY $ 172.00
02/15/97 PAYROLL SUMMARY 10,206.47
02/28/97 PAYROLL SUMMARY 10,940.93
02/28/97 BNK STMT KEY BANK OF UTAH 34.33 SERVICE CHARGE
----------
TOTAL CASH DISBURSEMENTS $21,353.73
==========
</TABLE>
A
<PAGE>
DEBTOR: BONNEVILLE PACIFIC CORPORATION
Case No. 91A-27701
Payroll Tax Account
For Period February 1 - February 28, 1997
- --------------------------------------------------------------------------------
CASH RECEIPTS JOURNAL
<TABLE>
<CAPTION>
DATE DOC # PAYOR AMOUNT DESCRIPTION
<S> <C> <C> <C> <C>
02/12/97 CK# 6149 BPC - GENERAL $ 5,415.47 PR TAX TRANSFER
02/26/97 CK# 6166 BPC - GENERAL 6,230.51 PR TAX TRANSFER
----------
TOTAL CASH RECEIPTS $11,645.98
==========
</TABLE>
CASH DISBURSEMENTS JOURNAL
<TABLE>
<CAPTION>
DATE DOC # PAYEE AMOUNT DESCRIPTION
<S> <C> <C> <C> <C>
02/12/97 CK# 1227 KEY BANK OF UTAH $ 4,624.03 FEDERAL TAX DEPOSIT
02/26/97 CK# 1228 KEY BANK OF UTAH 4,886.19 FEDERAL TAX DEPOSIT
02/26/97 CK# 1229 UTAH STATE TAX COMMISSION 1,635.76 STATE TAX DEPOSIT
02/28/97 BNK STMT KEY BANK OF UTAH 28.48 SERVICE CHARGE
----------
TOTAL CASH DISBURSEMENTS $11,174.46
==========
B
<PAGE>
DEBTOR: BONNEVILLE PACIFIC CORPORATION
Case No. 91A-27701
General Corp Cash
For Period February 1 - February 28, 1997
- --------------------------------------------------------------------------------
CASH RECEIPTS JOURNAL
</TABLE>
<TABLE>
<CAPTION>
DATE DOC # PAYEE AMOUNT DESCRIPTION
<S> <C> <C> <C> <C>
02/07/97 DS020797 D. GARDINER $ 369.59 INSURANCE REIMBURSEMENT
02/07/97 DS020797 SAN DIEGO GAS & ELECTRIC 1,486.95 ENERGY REVENUE-KYOCERA
02/14/97 DS021497 J. DUNLOP 10,000.00 SETTLEMENT PAYMENT
02/27/97 DS022797 D. GARDINER 369.59 INSURANCE REIMBURSEMENT
02/27/97 DS022797 BP THERMAL 4,475.26 PROCEEDS OF CLOSED BNK ACCT
02/27/97 DS022797 BP THERMAL 2,871.06 PROCEEDS OF CLOSED BNK ACCT
02/28/97 BNK STMT KEY BANK OF UTAH 3,555.39 INTEREST INCOME
----------
TOTAL CASH RECEIPTS $23,127.84
==========
</TABLE>
C
<PAGE>
DEBTOR: BONNEVILLE PACIFIC CORPORATION
Case No. 91A-27701
General Corp Cash
For Period February 1 - February 28, 1997
- --------------------------------------------------------------------------------
CASH DISBURSEMENTS JOURNAL
<TABLE>
<CAPTION>
DATE CHECK # PAYEE AMOUNT DESCRIPTION
<S> <C> <C> <C> <C>
02/05/97 1006132 50 WEST BROADWAY ASSOC INC $ 12,573.00 RENT-OFFICE SPACE & PARKING
02/05/97 1006133 AIRBORNE EXPRESS 36.48 EXPRESS MAIL EXPENSE
02/05/97 1006134 AUTOMATED OFFICE SYSTEMS 767.48 OFFICE SUPPLIES & EXPENSE
02/05/97 1006135 BENEFICIAL LIFE INSURANCE 787.91 INSURANCE - LIFE
02/05/97 1006136 BONNEVILLE PACIFIC SERVICES 712.86 KYOCERA O&M EXPENSE
02/05/97 1006137 BPC-KYOCERA MAINT RESERVE 11,195.00 TRANSFER-MAINT RESERVE ACCT
02/05/97 1006138 CYMA HELP! 195.00 OFFICE SUPPLIES & EXPENSE
02/05/97 1006139 G NEIL COMPANIES 14.99 OFFICE SUPPLIES & EXPENSE
02/05/97 1006140 TOM MATTHEWS 1,050.00 OFFICE SUPPLIES & EXPENSE
02/05/97 1006141 MOUNTAIN STATES OFF PROD 48.76 TRAVEL EXPENSE
02/05/97 1006142 OFFICE TEAM 789.11 INSURANCE - DISABILITY
02/05/97 1006143 PAINE WEBBER INC PROXY DEP 242.55 PROOF OF CLAIMS FEES
02/05/97 1006144 TRAVEL ZONE CRUISE ZONE 186.00 BANK CHARGES
02/05/97 1006145 UNUM LIFE INSURANCE CO 1,591.28 OFFICE SUPPLIES & EXPENSE
02/05/97 1006146 WELLS FARGO BANK 1,344.04 OFFICE SUPPLIES & EXPENSE
02/05/97 1006147 XEROX CORPORATION 364.75 TELEPHONE SERVICE
02/12/97 1006148 BONNEVILLE PACIFIC/PAYROLL 10,194.01 KYOCERA O&M EXPENSE
02/12/97 1006149 BPC PAYROLL TAX ACCOUNT 5,415.47 OFFICE SUPPLIES & EXPENSE
02/12/97 1006150 WELLS FARGO BANK 799.04 OFFICE SUPPLIES & EXPENSE
02/14/97 1006151 BANC ONE TRUST GROUP 7,471.03 TRAVEL REIMBURSEMENT
02/14/97 1006152 COMPUSERVE 9.95 OFFICE SUPPLIES & EXPENSE
02/14/97 1006153 FIDELITY TRANSFER COMPANY 756.60 INSURANCE - DISABILITY
02/14/97 1006154 FRONTIER COMMUNICATIONS 991.66 KYOCERA O&M EXPENSE
02/14/97 1006155 GENERATOR POWER SYSTEMS 20,186.02 TRAVEL EXPENSE
02/14/97 1006156 JD GRIFFIN & ASSOCIATES 3,610.00 OFFICE SUPPLIES & EXPENSE
02/14/97 1006157 MOUNT OLYMPUS WATER 28.95 OFFICE SUPPLIES & EXPENSE
02/14/97 1006158 CLARK MOWER 892.64 EXPENSE REIMBURSEMENT
02/14/97 1006159 OFFICE TEAM 315.15 OFFICE SUPPLIES & EXPENSE
02/14/97 1006160 THE PRUDENTIAL 1,026.51 INSURANCE - DISABILITY
02/14/97 1006161 SAN DIEGO GAS & ELECTRIC 101.26 KYOCERA O&M EXPENSE
02/14/97 1006162 TRAVEL ZONE CRUISE ZONE 752.17 TRAVEL EXPENSE
02/21/97 1006163 DELAWARE SECRETARY OF STATE 33,025.83 STATE FRANCHISE TAX
02/24/97 1006164 UNITED PARCEL SERVICE 12.74 EXPRESS MAIL EXPENSE
02/26/97 1006165 BONNEVILLE PACIFIC/PAYROLL 10,953.39 TRANSFER - PAYROLL ACCT
02/26/97 1006166 BPC PAYROLL TAX ACCOUNT 6,230.51 TRANSFER - PAYROLL TAX ACCT
02/26/97 1006167 WELLS FARGO BANK 799.04 401K CONTRIBUTIONS
02/27/97 1006168 VOID VOID VOID
02/27/97 1006169 VOID VOID VOID
02/27/97 1006170 BTM CAPITAL CORPORATION 520.00 BANK LOAN CHARGES
02/27/97 1006171 JD GRIFFIN & ASSOCIATES 6,818.00 OFFICE SUPPLIES & EXPENSE
02/28/97 BANK STMT KEY BANK 50.81 BANK SERVICE CHARGE
-----------
TOTAL CASH DISBURSEMENTS $142,859.99
===========
</TABLE>
D
<PAGE>
DEBTOR: BONNEVILLE PACIFIC CORPORATION
Case No. 91A-27701
Chapter 11 Trustee Joint Account
For Period February 1 - February 28, 1997
- --------------------------------------------------------------------------------
CASH RECEIPTS JOURNAL
<TABLE>
<CAPTION>
DATE DOC # PAYOR AMOUNT DESCRIPTION
<S> <C> <C> <C> <C>
02/04/97 MAYER BROWN PLATT $1,750,000.00 SETTLEMENT PAYMENT
02/10/97 CALPINE 767,500.00 SETTLEMENT PAYMENT
02/28/97 BANK STMT KEY BANK OF UTAH 18,464.46 INTEREST INCOME
-------------
TOTAL $2,535,964.46
=============
</TABLE>
CASH DISBURSEMENTS JOURNAL
<TABLE>
<CAPTION>
DATE DOC # PAYEE AMOUNT DESCRIPTION
<S> <C> <C> <C> <C>
02/28/97 BANK STMT KEY BANK OF UTAH 43.29 BANK SERVICE CHARGE
</TABLE>
E
<PAGE>
DEBTOR: BONNEVILLE PACIFIC CORPORATION
Case No. 91A-27701
Chapter 11 Trustee - CD Account
For Period February 1 - February 28, 1997
- --------------------------------------------------------------------------------
CASH RECEIPTS JOURNAL
<TABLE>
<CAPTION>
DATE DOC # PAYOR AMOUNT DESCRIPTION
<S> <C> <C> <C> <C>
02/28/97 BANK STMT US BANK $66,559.14 INTEREST INCOME
</TABLE>
CASH DISBURSEMENTS JOURNAL
<TABLE>
<CAPTION>
DATE DOC # PAYEE AMOUNT DESCRIPTION
<S> <C> <C> <C> <C>
NONE
</TABLE>
F
<PAGE>
DEBTOR: BONNEVILLE PACIFIC CORPORATION
Case No. 91A-27701
Chapter 11 Trustee JT Savings
For Period February 1 - February 28, 1997
- --------------------------------------------------------------------------------
CASH RECEIPTS JOURNAL
<TABLE>
<CAPTION>
DATE DOC # PAYOR AMOUNT DESCRIPTION
<S> <C> <C> <C> <C>
02/28/97 BANK STMT BANK ONE $57.86 INTEREST INCOME
</TABLE>
CASH DISBURSEMENTS JOURNAL
<TABLE>
<CAPTION>
DATE DOC # PAYEE AMOUNT DESCRIPTION
<S> <C> <C> <C> <C>
NONE
</TABLE>
G
<PAGE>
DEBTOR: BONNEVILLE PACIFIC CORPORATION
Case No. 91A-27701
Proceeds From Asset Sales
For Period February 1 - February 28, 1997
- --------------------------------------------------------------------------------
CASH RECEIPTS JOURNAL
<TABLE>
<CAPTION>
DATE DOC # PAYOR AMOUNT DESCRIPTION
<S> <C> <C> <C> <C>
02/28/97 BANK STMT KEY BANK OF UTAH $10.23 INTEREST INCOME
</TABLE>
CASH DISBURSEMENTS JOURNAL
<TABLE>
<CAPTION>
DATE DOC # PAYEE AMOUNT DESCRIPTION
<S> <C> <C> <C> <C>
NONE
</TABLE>
H
<PAGE>
DEBTOR: BONNEVILLE PACIFIC CORPORATION
Case No. 91A-27701
Kyocera Maintenance Reserve
For Period February 1 - February 28, 1997
- --------------------------------------------------------------------------------
CASH RECEIPTS JOURNAL
<TABLE>
<CAPTION>
DATE DOC # PAYOR AMOUNT DESCRIPTION
<S> <C> <C> <C> <C>
02/03/97 CK# 6137 BONNEVILLE PACIFIC CORP $11,195.00 TRANSFER
02/28/97 BNK STMT KEY BANK OF UTAH 703.33 INTEREST INCOME
----------
TOTAL CASH RECEIPTS $11,898.33
==========
</TABLE>
CASH DISBURSEMENTS JOURNAL
<TABLE>
<CAPTION>
DATE DOC # PAYEE AMOUNT DESCRIPTION
<S> <C> <C> <C> <C>
02/28/97 CK #1026 GENERATOR POWER SYSTEMS $ 8,943.25 KYOCERA O&M
02/28/97 CK #1027 GENERATOR POWER SYSTEMS 29,022.53 KYOCERA O&M
----------
TOTAL CASH DISBURSEMENTS $37,965.78
==========
</TABLE>
I
<PAGE>
DEBTOR: BONNEVILLE PACIFIC CORPORATION
Case No. 91A-27701
Balance Sheet
As of February 28, 1997
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
ASSETS
Current Assets:
Cash $122,075,329
Accounts receivable - trade 584
Accounts receivable - settlements (Note 4) 10,250,000
Accounts receivable - affiliates 293,838
Prepaid Insurance 28,712
Accrued interest receivable 1,640,496
------------
Total current assets $134,288,959
Fixed Assets:
Land 198,424
Equipment, furniture and fixtures 3,754,892
------------
Total fixed assets 3,953,316
Less: Accumulated depreciation <3,061,656>
------------
Net fixed assets 891,660
Other Assets:
Investment in and advances to subsidiaries
and partnership 29,431,609
Other assets 1,820
-----------
Total other assets 29,433,429
------------
TOTAL ASSETS $164,614,048
============
LIABILITIES
Post-petition liabilities:
Accounts payable - trade $ 131,559
Accounts payable - professional fees
and costs (Note 4) 5,325,497
Accrued income taxes payable (Note 5) 78,647
Taxes payable 97,548
Accrued interest 0
-----------
Total post-petition liabilities $ 5,633,251
Pre-petition liabilities:
Priority claims 61,186
Secured debt 0
Unsecured debt (Notes 1 and 3) 99,699,658
-----------
Total pre-petition liabilities 99,760,844
-----------
TOTAL LIABILITIES 105,394,095
Commitments and Contingent Liabilities (Note 3)
OWNERS' EQUITY
Capital stock or owners' investment 213,752
Paid-in-capital 121,590,029
Treasury stock <2,308,255>
Retained earnings:
Pre-petition <56,551,908>
Post-petition <3,723,665>
-----------
TOTAL OWNERS' EQUITY (Notes 1 and 3) 59,219,953
------------
TOTAL LIABILITIES AND OWNERS' EQUITY $164,614,048
============
</TABLE>
Form 2-C
<PAGE>
DEBTOR: BONNEVILLE PACIFIC CORPORATION
Case No. 91A-27701
Profit and Loss Statement
For Period February 1 - February 28, 1997
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
Gross operating revenue $ 113,834
Less discount, returns and allowances 0
---------
Net operating revenue $ 113,834
Cost of goods sold <169,449>
-----------
Gross profit <55,615>
Operating expenses:
Salaries and wages 32,381
Rent and leases 14,463
Payroll taxes 2,423
Insurance 4,400
Other 17,643
---------
Total operating expenses <71,310>
-----------
Operating income <loss> <126,925>
Legal and professional fees and costs
(Note 4) 359,570
Depreciation, depletion and Administration 1,333
Interest expense 0
---------
Total <360,903>
-----------
Net operating income <loss> <487,828>
Non-operating income and <expenses>:
Interest income 492,942
Other income 9,436
Other income - settlements (Note 4) 777,500
Equity in earnings (losses) of subsidiaries
and partnerships (Note 2) 572,898
---------
Net non-operating income or <expenses> 1,852,776
-----------
Net income <loss> before income taxes 1,364,948
Provision for income taxes (Note 5) 27,300
-----------
NET INCOME <LOSS> $ 1,337,648
===========
</TABLE>
Form 2-D
Page 1 of 3
<PAGE>
DEBTOR: BONNEVILLE PACIFIC CORPORATION
Case No. 91A-27701
General Notes to Financial Statements
For Period February 1 to February 28, 1997
- --------------------------------------------------------------------------------
1. The Balance Sheet and Income Statement of Bonneville Pacific Corporation,
included in the Monthly Financial Report, are prepared on the accrual
basis. As a result, revenues are generally recorded when earned rather
than when received and expenses are generally recognized when the
obligation is incurred rather than when the expenses are paid. During
bankruptcy accrued interest payable is recorded only on post petition debt
and pre-petition secured debt to the extent that the underlying collateral
equals or exceeds the outstanding principal plus the accrued interest
payable. Specifically, prepetition unsecured debt does not include any
accrual of interest after December 5, 1991. These financial statements
are prepared in a format required by the U.S. Bankruptcy Code. While every
effort is made to comply with generally accepted accounting principles
(GAAP), these financial statements may not comply with GAAP in all
respects. Also see the narrative which is attached hereto.
2. Equity in earnings of subsidiaries and partnerships represents an accrual
of the Company's share of earnings or losses of its operating subsidiaries
and partnerships. These earnings are affected by a number of factors
including seasonality, operating costs and operating efficiency. The
operating entities which comprise these earnings include Bonneville
Pacific Services Company, Bonneville Fuels Corporation, and Bonneville
Nevada Corporation through its investment in the NCA #1 Partnership.
3. Unrecorded Liabilities and Potential Claims. Unrecorded liabilities and
potential claims include pre-petition debenture sale claims in the
approximate amount of $5,500,000.00, post-petition debenture sale claims in
the approximate amount of $11,000,000.00, limited partner claims in the
approximate amount of $4,000,000.00, Section 510(b) equity claims in the
approximate amount of $50,000,000.00 (including the $10,000,000.00 allowed
compromised claim of CIGNA and the $3,000,000.00 claim filed by the plan
Trustee for the debtor's ESOP plan) and $8,945,000.00 in deeply
subordinated claims, accrued interest on certain claims and potential
administrative fees which may be allowed by the Bankruptcy Court.
The recording of the above described liabilities, if allowed, will reduce
equity by a corresponding amount.
For further information concerning liabilities and potential claims, see the
"Trustee's Preliminary Report (Estimate) Concerning Claims Filed Against
the Estate" which is attached hereto.
Form 2-D
Page 2 of 3
<PAGE>
DEBTOR: BONNEVILLE PACIFIC CORPORATION
Case No. 91A-27701
General Notes to Financial Statements
For Period February 1 to February 28, 1997
- --------------------------------------------------------------------------------
4. Accounts Receivable Settlements represent only court approved settlements
where all conditions precedent have occurred and the settlements were fully
effective as of February 28, 1997 and are reflected on the February 28,
1997 Financial Statements. Approved settlements are as follows:
W. Johnson $1,250,000
Westinghouse Electric 6,000,000
Piper Jaffray 3,000,000
----------
$10,250,000
5. As of April 30, 1996, Bonneville and Subsidiaries had approximately
$150,000,000 in federal net operating loss carry-forwards for Federal
Income Tax purposes and approximately $140,000,000 in Alternative Minimum
Tax Loss carry-forwards. Pursuant to current tax law, only 90 percent of
current Alternative Minimum Taxable Income can be offset by Alternative
Minimum Tax Loss carry-forwards. The financial statements reflect an
estimated $2,500,000 alternative minimum tax provision and an estimated
$350,000 state tax provision resulting from operations and the receipt of
proceeds from settlements through the end of the current period.
The Trustee has requested permission from the Internal Revenue Service to
change the tax year end of Bonneville and Subsidiaries to December 31.
The request has been granted.
Form 2-D
Page 3 of 3
<PAGE>
BONNEVILLE PACIFIC CORPORATION
Case No. 91A-27701
Taxes Payable Schedule (Post-Petition)
For Period February 1 to February 28, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Beginning Payments Date Check Ending
Balance Adjustments Additions Deposits Paid Numb. Balance
<S> <C> <C> <C> <C> <C> <C> <C>
Income tax withheld:
Federal $ 0.00 $ $ <4,693.34> $ 2,291.97 02/12/97 1227 $ 0.00
2,401.37 02/26/97 1228
0.00
State 0.00 <1,635.76> 1,635.76 02/26/97 1229
FICA tax withheld 0.00 <2,422.68> 1,166.03 02/12/97 1227
1,242.41 02/26/97 1228 0.00
14.24 02/28/97 1229
Employer's FICA tax 0.00 <2,422.68> 1,166.03 02/12/97 1227
1,242.41 02/26/97 1228 0.00
14.24 02/28/97 1229
Unemployment tax:
Federal 0.00 0.00 0.00
State 0.00 0.00 0.00 0.00
Sales, use & excise taxes 0.00 0.00
Property taxes <95,331.00> <2,217.00> <97,548.00>
Accrued income tax:
Federal <51,347.00> 0.00 <27,300.00> 0.00 <78,647.00>
State 0.00 0.00 0.00
Delaware franchise tax <33,000.00> <25.83> 33,025.83 02/21/97 1006163 0.00
Employee withholding 0.00 <1,598.08> 799.04 02/12/97 1006150 0.00
799.04 02/26/97 1006167
------------- ----------- ------------ ---------- -------------
TOTALS $<179,678.00> $ 0.00 $<42,315.37> $45,798.37 $<176,195.00>
============= =========== ============ ========== =============
</TABLE>
<PAGE>
DEBTOR: BONNEVILLE PACIFIC CORPORATION
Case No. 91A-27701
Insurance Schedule
For Period February 1 to February 28, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Policy
Amount of Expiration Premium Paid
Carrier/Agent Coverage Date Thru Date
<S> <S> <C> <C> <C>
Worker's Compensation Various State Funds Statutory
$1,000,000 (A) 02/28/97
General Liability Travelers Insurance/
Sedgwick James 5,000,000 06/06/97 06/06/97
Vehicles Travelers Insurance/
[Hired/Non-owned] Sedgwick James 5,000,000 06/06/97 06/06/97
Property:
Bonneville Pacific Federal Insurance Co./
Sedgwick James 735,000 08/17/96 08/17/97
Kyocera Federal/Hartford Steam/
Sedgwick James 5,352,879 08/17/96 08/17/97
(A) All workers compensation insurance policies are insured through various
state insurance funds. As such, they continue in force as premiums are
paid and have no policy expiration dates.
</TABLE>
<PAGE>
DEBTOR: BONNEVILLE PACIFIC CORPORATION
Case No. 91A-27701
Accounts Receivable and Payable Aging
For Period February 1 to February 28, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Non-Affiliate
Accounts Accounts
Receivable Payable
<S> <C> <C>
Under 30 days $10,250,584 $ 5,180,142
30 to 60 days 0 0
61 to 90 days 0 0
Over 90 days 0 276,914
----------- -----------
Total post-petition 10,250,584 5,457,056
Pre-petition amounts 0 3,527,206
----------- -----------
Total accounts receivable $10,250,584
===========
Total accounts payable $ 8,984,262
===========
Affiliate
Accounts
Receivable
Under 30 days $ 23,137
30 to 60 days 45,205
61 to 90 days 58
Over 90 days 225,438
-----------
Total post-petition affiliate
accounts receivable $ 293,838
===========
(*) Accounts payable over 90 days past due primarily represents
professional fees incurred prior to the Trustee's appointment
currently being considered by the court for payment.
</TABLE>
Form 2-E
Page 3 of 5
<PAGE>
DEBTOR: BONNEVILLE PACIFIC CORPORATION
Case No. 91A-27701
Schedule of Payments of Fees and Costs to Attorneys and Other Professionals
For Period February 1 to February 28, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Date of
Court Estimated
Amount Paid Approval Balance Due
<S> <C> <C> <C> <C>
Counsel for Unsecured
Creditors' Committee $0 $ 139,487
Court Appointed Trustee 0 89,399 (1)
Trustee's Counsel 0 216,321 (1)
Trustee's Accountants 0 75,837
Trustee's Special Plan Counsel 0 141,699
Special Litigation Counsel for
Trustee - Costs 0 300,126
Trustee - Fees 0 4,299,775 (2)
Buccino and Associates 0 132,853 (3)
-- ----------
Total $0 $5,395,498
== ==========
(1) Includes only hourly rate and miscellaneous Trustee costs. Does not
include any additional amounts that may be awarded by the court relating
to 11 USC Section 326 or as an enhanced fee to either the Trustee
or the Trustee's general counsel.
(2) Includes an accrual for any contingent fees due as a result of court
approved settlements or recoveries. Estimated contingent fees
will be accrued when settlements are approved by the court and the
accrual will be revised when fee applications are filed with the
Bankruptcy Court.
(3) Pursuant to Order dated October 15, 1996, the Court approved the
application for certain costs in the amount of $60,297.24 of
Buccino & Associates taken under advisement at a hearing held
on August 11, 1992. Payment of the $60,297.24 was ordered but
Buccino & Associates was paid an $80,000.00 pre-petition retainer,
for which it may not have accounted and therefore the amount actually
due and owing to Buccino & Associates is undetermined. A hearing
on the matter is scheduled for April, 1997.
Further information concerning settlements is contained in the narrative
which is attached.
</TABLE>
Form 2-E
Page 4 of 5
<PAGE>
DEBTOR: BONNEVIllE PACIFIC CORPORATION
Case No. 91A-27701
Schedule of Payments to Principal/Executives
For Period February 1 to February 28, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Payee Name Position Nature of Payment Amount
<S> <C> <C> <C>
Ralph F Cox Director Director fees 0.00
Calvin L Rampton Director Director fees 0.00
Clark M Mower President Salary 12,566.68
Expense Reimbursement 892.64
</TABLE>
Form 2-E
Page 6 of 6
<PAGE>
DEBTOR: BONNEVILLE PACIFIC CORPORATION
Case No. 91A-27701
Quarterly Fee Summary (1)
Month Ended February 28, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Cash Quarterly Payment
Disbursement Fee Due Check No. Date
<S> <C> <C> <C> <C>
January $ 220,508.24
February 169,408.87
March
Total 1st Quarter 389,917.11
April
May
June
Total 2nd Quarter
July
August
September
Total 3rd Quarter
October
November
December
Total 4th Quarter
(1) This summary is to reflect the current calendar year's information
cumulative to the end of the current reporting period.
</TABLE>
Form 2-F
