SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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. 5) (1)
BONNEVILLE PACIFIC CORPORATION
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE PER SHARE
(Title of Class of Securities)
098904204
(CUSIP Number)
C. Derek Anderson
Plantagenet Capital Fund, L.P.
220 Sansome Street, Suite 460
San Francisco, California 94104
(415) 433-6536
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
NOVEMBER 2, 1998
(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
Page 1 of 19 Pages
- -----------
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 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>
13D
===============================
CUSIP No. 098904204
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Plantagenet Capital Fund, L.P.
- ---------======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ X ]
- ---------======================================================================
3 SEC USE ONLY
- ---------======================================================================
4 SOURCE OF FUNDS*
N/A
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
242,825
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
242,825
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
242,825
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4 %
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
PN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 19 Pages
<PAGE>
13D
===============================
CUSIP No. 098904204
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Plantagenet Capital Fund II, L.P.
- ---------======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ X ]
- ---------======================================================================
3 SEC USE ONLY
- ---------======================================================================
4 SOURCE OF FUNDS*
N/A
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
205,161 [See Preliminary Note]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
205,161 [See Preliminary Note]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
205,161 [See Preliminary Note]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8 % [See Preliminary Note]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
PN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 19 Pages
<PAGE>
13D
===============================
CUSIP No. 098904204
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Plantagenet Capital Partners, L.P.
- ---------======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ X ]
- ---------======================================================================
3 SEC USE ONLY
- ---------======================================================================
4 SOURCE OF FUNDS*
N/A
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
447,986 [See Preliminary Note]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
447,986 [See Preliminary Note]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
447,986 [See Preliminary Note]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2 % [See Preliminary Note]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
PN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 19 Pages
<PAGE>
13D
===============================
CUSIP No. 098904204
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Plantagenet Capital Management LLC
- ---------======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ X ]
- ---------======================================================================
3 SEC USE ONLY
- ---------======================================================================
4 SOURCE OF FUNDS*
N/A
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
447,986 [See Preliminary Note]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
447,986 [See Preliminary Note]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
447,986 [See Preliminary Note]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2 % [See Preliminary Note]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
OO
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5 of 19 Pages
<PAGE>
13D
===============================
CUSIP No. 098904204
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Anderson Capital Management, Inc.
- ---------======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ X ]
- ---------======================================================================
3 SEC USE ONLY
- ---------======================================================================
4 SOURCE OF FUNDS*
N/A
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
28,750
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
28,750
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,750
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4 %
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
IA, CO
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 6 of 19 Pages
<PAGE>
13D
===============================
CUSIP No. 098904204
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
John J. Zappettini
- ---------======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ X ]
- ---------======================================================================
3 SEC USE ONLY
- ---------======================================================================
4 SOURCE OF FUNDS*
N/A
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
447,986 [See Preliminary Note]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
447,986 [See Preliminary Note]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
447,986 [See Preliminary Note]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2 % [See Preliminary Note]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 7 of 19 Pages
<PAGE>
13D
===============================
CUSIP No. 098904204
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Patricia Love Anderson
- ---------======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ X ]
- ---------======================================================================
3 SEC USE ONLY
- ---------======================================================================
4 SOURCE OF FUNDS*
N/A
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES 375
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
28,750
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 375
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
28,750
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,125
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4 %
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 8 of 19 Pages
<PAGE>
13D
===============================
CUSIP No. 098904204
===============================
- ---------======================================================================
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
C. Derek Anderson
- ---------======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ X ]
- ---------======================================================================
3 SEC USE ONLY
- ---------======================================================================
4 SOURCE OF FUNDS*
N/A
- ---------======================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
- ---------======================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- ----------------------=========================================================
NUMBER OF 7 SOLE VOTING POWER
SHARES 61,250
------=========================================================
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
476,736 [See Preliminary Note]
------=========================================================
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 61,250
------=========================================================
PERSON WITH 10 SHARED DISPOSITIVE POWER
476,736 [See Preliminary Note]
- ----------------------=========================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
537,986 [See Preliminary Note]
- ---------======================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ---------======================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5 % [See Preliminary Note]
- ---------======================================================================
14 TYPE OF REPORTING PERSON*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 9 of 19 Pages
<PAGE>
This Amendment No. 5 to Schedule 13D amends the Schedule 13D initially
filed on October 14, 1997 (collectively, with all amendments thereto, the
"Schedule 13D"). The Schedule 13D is being filed to reflect certain changes in
the Reporting Persons' Share beneficial ownership which are a result as the
effectiveness, as of November 2, 1998 (the "Effective Date"), of the Trustee's
Plan of Reorganization for the Company. On or shortly thereafter the Effective
Date and pursuant to the Plan, the 9,476,344 Shares held by the Trustee were
canceled and approximately 17,280,000 new Shares (the "Plan Shares") were issued
by the Company and distributed among certain of its creditors, including
Plantagenet II. On November 3, 1998, and pursuant to the Plan, the Company
effected a reverse split of all issued Shares (including the Plan Shares) on a
1-for-4 basis. Other than the receipt of 268,144 (or 67,036 on a post-reverse
split basis) Plan Shares by Plantagenet II, there have been no acquisitions or
dispositions of Shares by any of the Reporting Persons since the filing of the
prior Schedule 13D.
Preliminary Note: One of the Reporting Persons, Plantagenet II, believes
it should have received an additional 1,533 Shares (on a post-reverse split
basis) as part of the Plan Shares issued by the Trustee on or shortly after the
Effective Date with respect to certain Class 9 Equity Claims held by Plantagenet
II. Plantagenet II has requested such Shares from the Trustee. If such
additional Shares were to be received, the reported beneficial ownership of
Plantagenet II, PCP, PCMLLC, Zappettini and Anderson would increase by
approximately 0.02%.
Item 3. Source and Amount of Funds and Other Consideration.
Item 3 of the Schedule 13D is amended and supplemented as follows:
As previously reported in the Schedule 13D, on July 31, 1998, Plantagenet
II entered into a Claims Purchase Agreement with Kia Factors LLC ("Kia")
pursuant to which Plantagenet II purchased certain Class 5 and 6 Debenture
Claims and Class 9 Equity Claims (the "Kia Claims"), as such classes of claims
are defined in the Plan. The net investment cost paid by Plantagenet II to
Page 10 of 19 Pages
<PAGE>
Kia for the Kia Claims was $590,286. Pursuant to the Plan, on the Effective Date
the Kia Claims were converted into 268,144 Shares (or 67,036 Shares post-reverse
split). (1)
The consideration for such acquisitions was obtained from working capital
contributed by the limited partners of the partnership.
Item 4. Purpose of the Transaction.
Item 4 of the Schedule 13D is amended and restated in its entirety as
follows:
The purpose of the acquisition of the Shares was for investment, and the
acquisitions of the Shares by Plantagenet, Plantagenet II, the accounts managed
by ACM, P. Anderson and Anderson were made in the ordinary course of business
and were not made for the purpose of any Reporting Person acquiring control of
the Company. Although no Reporting Person has any specific plan or proposal to
acquire (other than as set forth in the Preliminary Note above) or dispose of
Shares, each Reporting Person at any time and from time to time may acquire
additional Shares or dispose of any or all of its Shares depending upon an
ongoing evaluation of the investment in the Shares, prevailing market
conditions, other investment opportunities, liquidity requirements of the
Reporting Person and/or other investment considerations. No Reporting Person has
made a determination regarding a maximum or minimum number of Shares which it
may hold at any point in time.
Also, the Reporting Persons have engaged in and may continue to engage in
communications with one or more shareholders of the Company, one or more
creditors of the Company, one or more officers of the Company, one or more
members of the board of directors of the Company, the Trustee and/or Indeck
regarding the Company, including but not limited to the Company's operations, or
the bankruptcy proceedings.
As stated in the prior Schedule 13D and pursuant to the Stipulation with
the Trustee described therein, the Reporting Persons designated Mr. Harold H.
Robinson III, a member of an
- -----------
2 If Plantagenet II receives any or all of the requested 1,533 Shares
mentioned in the Preliminary Note above, such figures should be increased
accordingly.
Page 11 of 19 Pages
<PAGE>
advisory board to PCP since 1996, as the remaining person selected by the
Trustee to be a member of the reorganized Company's Board of Directors. Mr.
Robinson became a member of the Company's Board of Directors on the Effective
Date.
Except to the extent the foregoing may be deemed a plan or proposal, none
of the Reporting Persons has any plans or proposals which relate to, or could
result in, any of the matters referred to in paragraphs (a) through (j),
inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons
may, at any time and from time to time, review or reconsider their position
and/or change their purpose and/or formulate plans or proposals with respect
thereto.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is amended and restated in its entirety as
follows:
A. Plantagenet Capital Fund, L.P.
(a),(b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of
the cover page hereto for Plantagenet is incorporated herein
by reference. The percentage amount set forth in Row 13 of
such cover page and of each other cover page filed herewith is
calculated based upon the 7,210,661 Shares outstanding as of
November 9, 1998, as reported by the Company.
(c) There have been no transactions in the Shares since the filing
of the prior Schedule 13D.
(d) PCP, as the general partner of Plantagenet, has the right to
receive and the power to direct the receipt of dividends from,
or the proceeds from the sale of, the Shares held by
Plantagenet. PCMLLC is the general partner of PCP. Zappettini
is Managing Partner of PCMLLC and Anderson is President and
managing member of PCMLLC.
(e) Not applicable.
B. Plantagenet Capital Fund II, L.P.
(a),(b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of
the cover page hereto for Plantagenet II is incorporated
herein by reference.
Page 12 of 19 Pages
<PAGE>
(c) All transactions in the Shares since the filing of the prior
Schedule 13D are set forth on Schedule B hereto and are
incorporated herein by reference. All of such Shares were
acquired as a result of the November 2, 1998, conversion of
the Reporting Person's Class 5, 6 and 9 Claims (previously
defined as the Kia Claims) into equity pursuant to the
consummation of the Plan. See Item 3 for further information
regarding the Kia Claims.
(d) PCP, as the general partner of Plantagenet II, has the right
to receive and the power to direct the receipt of dividends
from, or the proceeds from the sale of, the Shares held by
Plantagenet II. PCMLLC is the general partner of PCP.
Zappettini is Managing Partner of PCMLLC and Anderson is
President and managing member of PCMLLC.
(e) Not applicable.
C. Plantagenet Capital Partners, L.P.
(a),(b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of
the cover page hereto for PCP is incorporated herein by
reference.
(c) Not applicable.
(d) PCP, as the general partner of each of Plantagenet and
Plantagenet II, has the right to receive and the power to
direct the receipt of dividends from, or the proceeds from the
sale of, the Shares held by Plantagenet and Plantagenet II.
PCMLLC is the general partner of PCP. Zappettini is Managing
Partner of PCMLLC and Anderson is President and managing
member of PCMLLC.
(e) Not applicable.
D. Plantagenet Capital Management LLC
(a),(b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of
the cover page hereto for PCMLLC is incorporated herein by
reference.
(c) Not applicable.
(d) PCP, as the general partner of each of Plantagenet and
Plantagenet II, has the right to receive and the power to
direct the receipt of dividends from, or the proceeds from the
sale of, the Shares held by Plantagenet and Plantagenet II.
PCMLLC is the general partner of PCP. Zappettini is Managing
Partner of PCMLLC and Anderson is President and managing
member of PCMLLC.
(e) Not applicable.
Page 13 of 18 Pages
<PAGE>
E. Anderson Capital Management, Inc.
(a),(b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of
the cover page hereto for ACM is incorporated herein by
reference.
(c) There have been no transactions in the Shares since the filing
of the prior Schedule 13D.
(d) Both P. Anderson, as President, CEO and Director of ACM, and
Anderson, as Chairman of the Investment Committee and Director
of ACM, have the right to receive and the power to direct the
receipt of dividends from, or the proceeds from the sale of,
the Shares held by the accounts managed by ACM.
(e) Not applicable.
F. John J. Zappettini
(a),(b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of
the cover page hereto for Zappettini is incorporated herein by
reference.
(c) Not applicable.
(d) PCP, as the general partner of each of Plantagenet and
Plantagenet II, has the right to receive and the power to
direct the receipt of dividends from, or the proceeds from the
sale of, the Shares held by Plantagenet and Plantagenet II.
PCMLLC is the general partner of PCP. Zappettini is Managing
Partner of PCMLLC and Anderson is President and managing
member of PCMLLC.
(e) Not applicable.
G. Patricia Love Anderson
(a),(b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of
the cover page hereto for P. Anderson is incorporated herein
by reference.
(c) There have been no transactions in the Shares since the filing
of the prior Schedule 13D.
(d) Both P. Anderson, as President, CEO and Director of ACM, and
Anderson, as Chairman of the Investment Committee and Director
of ACM, have the right to receive and the power to direct the
receipt of dividends from, or the proceeds from the sale of,
the Shares held by the accounts managed by ACM.
(e) Not applicable.
Page 14 of 19 Pages
<PAGE>
H. C. Derek Anderson
(a),(b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of
the cover page hereto for Anderson is incorporated herein by
reference.
(c) There have been no transactions in the Shares since the filing
of the prior Schedule 13D.
(d) PCP, as the general partner of each of Plantagenet and
Plantagenet II, has the right to receive and the power to
direct the receipt of dividends from, or the proceeds from the
sale of, the Shares held by Plantagenet and Plantagenet II.
PCMLLC is the general partner of PCP. Zappettini is Managing
Partner of PCMLLC and Anderson is President and managing
member of PCMLLC. Both P. Anderson, as President, CEO and
Director of ACM, and Anderson, as Chairman of the Investment
Committee and Director of ACM, have the right to receive and
the power to direct the receipt of dividends from, or the
proceeds from, the sale of the Shares held by the accounts
managed by ACM.
(e) Not applicable.
The Shares reported hereby for Plantagenet are owned directly by it. The
Shares reported hereby for Plantagenet II are owned directly by it. Both PCP, as
the general partner of each of Plantagenet and Plantagenet II, and PCMLLC, as
the sole general partner of PCP, may be deemed to be the beneficial owner of the
Shares held by Plantagenet and Plantagenet II. Zappettini, as Managing Partner
of PCMLLC, may be deemed to be the beneficial owner of the Shares held by
Plantagenet and Plantagenet II. P. Anderson, as President, CEO and Director of
ACM, may be deemed to be the beneficial owner of the Shares held by the accounts
managed by ACM in addition to the Shares held directly by her. Anderson, as
President and managing member of PCMLLC and as Chairman of the Investment
Committee and Director of ACM, may be deemed to be the beneficial owner of the
Shares held by Plantagenet, Plantagenet II, and ACM in addition to the Shares
held directly by him. Each of PCP, PCMLLC, ACM and Zappettini hereby disclaim
any beneficial ownership of any such Shares. P. Anderson hereby disclaims any
beneficial ownership of any
Page 15 of 19 Pages
<PAGE>
Shares other than the 375 Shares held directly by her. Anderson hereby disclaims
any beneficial ownership of any Shares other than the 61,250 Shares held
directly by him.
Page 16 of 19 Pages
<PAGE>
SIGNATURES
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: November 13, 1998
PLANTAGENET CAPITAL FUND, L.P.
By: PLANTAGENET CAPITAL PARTNERS, L.P.,
its General Partner
By: PLANTAGENET CAPITAL MANAGEMENT LLC,
its General Partner
By: /s/ C. Derek Anderson
____________________________________
Name: C. Derek Anderson
Title: Senior Managing Partner
PLANTAGENET CAPITAL FUND II, L.P.
By: PLANTAGENET CAPITAL PARTNERS, L.P.,
its General Partner
By: PLANTAGENET CAPITAL MANAGEMENT LLC,
its General Partner
By: /s/ C. Derek Anderson
____________________________________
Name: C. Derek Anderson
Title: Senior Managing Partner
PLANTAGENET CAPITAL PARTNERS, L.P.
By: PLANTAGENET CAPITAL MANAGEMENT LLC,
its General Partner
By: /s/ C. Derek Anderson
____________________________________
Name: C. Derek Anderson
Title: Senior Managing Partner
[Signatures continued to next page]
Page 17 of 19 Pages
<PAGE>
[Signatures continued from prior page]
PLANTAGENET CAPITAL MANAGEMENT LLC
By: /s/ C. Derek Anderson
____________________________________
Name: C. Derek Anderson
Title: Senior Managing Partner
ANDERSON CAPITAL MANAGEMENT, INC.
By: /s/ Patricia Love Anderson
____________________________________
Name: Patricia Love Anderson
Title: President
/s/ Patricia Love Anderson
---------------------------------------
Patricia Love Anderson
/s/ John J. Zappettini
---------------------------------------
John J. Zappettini
/s/ C. Derek Anderson
----------------------------------------
C. Derek Anderson
Page 18 of 19 Pages
<PAGE>
SCHEDULE B
PLANTAGENET CAPITAL FUND II, L.P.
NO. OF SHARES PRICE
TRADE DATE ACQUIRED PER SHARE
(including commission)
11/2/98 268,144 (3) N/A (4)
- -----------
3 Equal to 67,036 Shares on a post 1-for-4 reverse stock split basis.
4 All of such Shares were acquired as a result of the November 2, 1998,
conversion of the Reporting Person's Class 5, 6 and 9 Claims (previously defined
as the Kia Claims) into equity pursuant to the consummation of the Plan. For
information regarding the purchase price of the Kia Claims, please see Item 3.
Page 19 of 19 Pages
