UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1 )*
Bonneville Pacific Corporation
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
098904 20 4
(CUSIP Number)
December 7, 1998
(Dave of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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 the 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 1 of 20 Pages
<PAGE>
SCHEDULE 13G
CUSIP No. 098904 20 4 Page 2 of 20 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Harold E. Dittmer
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF 14,118
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 897,343
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 14,118
WITH
8 SHARED DISPOSITIVE POWER
897,343
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
911,461
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.6
12 TYPE OF REPORTING PERSON *
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 098904 20 4 Page 3 of 20 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Frank A. Klepetko
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF 35,000
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 655,892
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 35,000
WITH
8 SHARED DISPOSITIVE POWER
655,892
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
690,892
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.5
12 TYPE OF REPORTING PERSON *
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 098904 20 4 Page 4 of 20 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Kenneth B. Salvagno
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF 19,954
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 655,892
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 19,954
WITH
8 SHARED DISPOSITIVE POWER
655,892
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
675,846
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES * / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.3
12 TYPE OF REPORTING PERSON *
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 098904 20 4 Page 5 of 20 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
BP Investment Recovery Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
5 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 215,182
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 0
WITH
8 SHARED DISPOSITIVE POWER
215,182
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
215,182
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.0
12 TYPE OF REPORTING PERSON *
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 098904 20 4 Page 6 of 20 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Campus Financial Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
5 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 215,182
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 0
WITH
8 SHARED DISPOSITIVE POWER
215,182
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
215,182
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.0
12 TYPE OF REPORTING PERSON *
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 098904 20 4 Page 7 of 20 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
ANGIC, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
5 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 655,892
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 0
WITH
8 SHARED DISPOSITIVE POWER
655,892
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
655,892
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.1
12 TYPE OF REPORTING PERSON *
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 098904 20 4 Page 8 of 20 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Fresno Power Investors L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
5 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 680,892
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 0
WITH
8 SHARED DISPOSITIVE POWER
680,892
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
680,892
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.4
12 TYPE OF REPORTING PERSON *
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 098904 20 4 Page 9 of 20 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
FCGP, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
5 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 680,892
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 0
WITH
8 SHARED DISPOSITIVE POWER
680,892
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
680,892
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.4
12 TYPE OF REPORTING PERSON *
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 098904 20 4 Page 10 of 20 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Thomas A. Tinucci
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF 11,098
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 11,098
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,098
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2
12 TYPE OF REPORTING PERSON *
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 098904 20 4 Page 11 of 20 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
Joseph A. Wagda
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF 8,324
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 8,324
WITH
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,324
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1
12 TYPE OF REPORTING PERSON *
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1(A). NAME OF ISSUER
Bonneville Pacific Corporation, a Delaware corporation
(the "Company")
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
50 West 300 South, Suite 300
Salt Lake City, Utah 84101
ITEM 2(A). NAME OF PERSONS FILING
This Schedule 13G is being filed by Harold E. Dittmer,
an individual resident in California ("Dittmer"); Frank A.
Klepetko, an individual resident in New York ("Klepetko");
Kenneth B. Salvagno, an individual resident in California
("Salvagno"); BP Investment Recovery Partners, L.P., a California
limited partnership ("BPIRP"); Campus Financial Corporation, a
California corporation ("Campus"); ANGIC, LLP, a Nevada limited
liability company ("Angic"); Fresno Power Investors L.P., a
California limited partnership ("FPI"); FCGP, Inc., a California
corporation ("FCGP"); Thomas A. Tinucci, an individual resident
in California ("Tinucci"); and Joseph A. Wagda, an individual
resident in California ("Wagda").
In this Schedule 13G, Dittmer, Klepetko, Salvagno,
BPIRP, Campus, Angic, FPI, FCGP, Tinucci and Wagda are referred
to collectively as the "Reporting Persons." The Reporting
Persons may be deemed to have acted and/or to be acting together
for the purpose of acquiring and/or holding their shares of
Bonneville Stock (as defined in Item 2(d), below) and,
accordingly, may be deemed to be a "group" within the meaning of
Sections 13(d) and (g) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the rules and regulations
thereunder. See Item 4(a). Such group is referred to in this
Schedule 13G as the "BPIRP Group."
BPIRP and Halcyon Distressed Securities, L.P., a
Delaware limited partnership ("Halcyon"), are parties to a Claims
Purchase Cooperation Agreement, dated as of May 15, 1998 (the
"Halcyon/BPIRP Agreement"), pursuant to which, among other
things, (i) BPIRP acquired a right of first refusal with respect
to the shares of Bonneville Stock held by Halcyon, (ii) BPIRP
will be reimburse Halcyon, under certain circumstances, if
Halcyon realizes a loss on the sale of its Bonneville Stock, and
(iii) BPIRP and Halcyon will share the proceeds, under certain
circumstances, if Halcyon realizes a gain on the sale of its
Bonneville Stock. The Reporting Persons are advised that
Halcyon/Alan B. Slifka Management Company LLC, a Delaware limited
liability company ("Halcyon LLC" and, together with Halcyon, the
"Halcyon Companies"), is the sole general partner of Halcyon. By
reason of the Halcyon/BPIRP Agreement, the Halcyon Companies may
be deemed under Sections 13(d) and (g) of the Exchange Act and
the rules and regulations thereunder to be members of the BPIRP
Group; however, nothing contained in this Schedule 13G shall be
deemed to be an admission by either of the Halcyon Companies that
it is a member of the BPIRP Group for purposes of Sections 13(d)
or (g) of the Exchange Act or any other purpose. The Halcyon
Companies disclaim beneficial ownership of any shares of
Bonneville Stock held by any of the Reporting Persons. The
shares of Bonneville Stock reported on the cover pages of this
Schedule 13G do not include the shares of Bonneville Stock held
by the Halcyon Companies. See Item 4.
Page 12 of 20 Pages
<PAGE>
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICES OR, IF NONE,
RESIDENCE
The principal business offices of the Reporting Persons
are located at:
650 Bercut Drive, Suite C
Sacramento, California 95814
ITEM 2(C). CITIZENSHIP
Each of BPIRP, Campus, FPI and FCGP are organized or
incorporated under the laws of the State of California; Angic is
organized under the laws of the State of Nevada; and each of
Dittmer, Klepetko, Salvagno, Tinucci and Wagda is a citizen of
the United States.
ITEM 2(D). TITLE OF CLASS OF SECURITIES
Common Stock, $.01 par value per share ("Bonneville
Stock"). The information set forth in this Schedule 13G reflects
the November 3, 1998 reverse split of the Bonneville Stock on a
1-for-4 basis (the "reverse split").
ITEM 2(E). CUSIP NUMBER
098904 20 4
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B),
OR 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS
A:
(a) [] Broker or dealer registered under Section 15 of
the Exchange Act;
(b) [] Bank as defined in Section 3(a)(6) of the
Exchange Act;
(c) [] Insurance company defined in Section 3(a)(19) of
the Exchange Act;
(d) [] Investment company registered under Section 8 of
the Investment Company Act;
(e) [] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
(g) [] A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);
(h) [] A savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act;
(i) [] A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of
the Investment Company Act;
(j) [] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c),
check this box. [X]
Page 13 of 20 Pages
<PAGE>
ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned
Substantially all of the shares of Bonneville
Stock reported in this Schedule 13G were issued to the
Reporting Persons pursuant to the Amended Chapter 11
Plan for the Estate of the Company, dated April 22,
1998 and effective as of November 2, 1998 (the "Plan"),
in respect of creditor claims held by such persons
against the Company. On November 12, 1998, the
Reporting Persons filed this Schedule 13G, based upon
certain assumptions and estimates set forth in the
Company's Current Report on Form 8-K (File No. 0-
14846), filed with the Securities and Exchange
Commission on November 4, 1998 (the "Form 8-K").
Subsequent to such filing, over a period of several
days, certificates representing the shares of
Bonneville Stock issuable to the Company's creditors
under the Plan were distributed by the transfer agent
of the Bonneville Stock (the "Transfer Agent") on the
instructions of the Chapter 11 Bankruptcy Trustee for
the Company (the "Trustee"). The Reporting Persons
reviewed their certificates as they were received and
held several discussions with the Trustee from such
time through December 7, 1998 to resolve discrepancies
between the Reporting Persons' records and the number
of shares represented by the certificates received.
The beneficial ownership of Bonneville Stock reported
in this Amendment No. 1 to Schedule 13G is primarily
based upon the certificates received by the Reporting
Persons, certificates returned or to be returned to the
Trustee and the verbal advice of the Trustee as to
additional certificates to be distributed to the
Reporting Persons pursuant to the Plan. As of the date
of this Amendment No. 1 to Schedule 13G, certain issues
with respect to the ownership of a portion of the
Reporting Persons' creditor claims remain outstanding.
The Reporting Persons believe that they were the owners
of such claims, and as a result are entitled to the
Bonneville Stock issuable under the Plan in respect of
such claims. This Schedule 13G assumes that such
issues will be resolved in favor of the Reporting
Persons.
As of December 10, 1998, the Reporting Persons as
a group beneficially own an aggregate of 985,837 shares
of Bonneville Stock, including 7,500 shares which
Dittmer has the right to acquire within 60 days of
December 10, 1998 pursuant to a stock option granted by
the Company (the "Dittmer Option"). The Reporting
Persons believe that, as of December 10, 1998, the
Halcyon Companies beneficially own an additional
229,403 shares of Bonneville Stock. Accordingly, the
BPIRP Group may be deemed to beneficially own an
aggregate of 1,215,240 shares of Bonneville Stock. See
Item 2(a), above.
The shares held by BPIRP may be deemed to be
beneficially owned by each of (a) Campus, as the sole
general partner of BPIRP, and (b) Dittmer, as the sole
shareholder of Campus.
The shares held by Angic may be deemed to be
beneficially owned by each of (a) FPI, Klepetko and
Salvagno, as the members of Angic; (b) FCGP, as the
sole general partner of FPI; and (c) Dittmer, as the
sole shareholder of FCGP.
The shares held by FPI may be deemed to be
beneficially owned by each of (a) FCGP, as the sole
general partner of FPI, and (b) Dittmer, as the sole
shareholder of FCGP.
Page 14 of 20 Pages
<PAGE>
(b) Percent of Class
The percentages reported in this Item 4(b) assume
that, as of December 10, 1998, there were an aggregate
of 7,240,000 shares of Bonneville Stock outstanding, as
estimated in the Form 8-K. As of December 10, 1998,
the Reporting Persons as a group beneficially owned
13.6% of the Bonneville Stock outstanding. As of such
date, the BPIRP Group, consisting of the Reporting
Persons and the Halcyon Companies, beneficially owned
an aggregate of 16.8% of the Bonneville Stock
outstanding. The following chart sets forth, as of
December 10, 1998, the percentage of the Bonneville
Stock outstanding that may be deemed to be beneficially
owned by each of the Reporting Persons (see Item 4(a),
above):
Reporting Person Percentage
Dittmer 12.6
Klepetko 9.5
Salvagno 9.3
BPIRP 3.0
Campus 3.0
Angic 9.1
FPI 9.4
FCGP 9.4
Tinucci 0.2
Wagda 0.1
(c) Number of shares as to which such person has:
(i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE
The Reporting Persons, as a group, have sole
voting power with respect to the Bonneville Stock
beneficially owned by the Reporting Persons; however,
voting power with respect to the majority of such
shares is shared among certain members of the BPIRP
Group. The following table sets forth the number of
shares as to which each Reporting Person has the sole
power to vote or direct the vote:
Reporting Person Number of Shares
Dittmer 14,118
Klepetko 35,000
Salvagno 19,954
BPIRP 0
Campus 0
Angic 0
FPI 0
FCGP 0
Tinucci 11,098
Wagda 8,324
Page 15 of 20 Pages
<PAGE>
(ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE
The following table sets forth the number of
shares of Bonneville Stock as to which each Reporting
Person has the shared power to vote or direct the vote:
Reporting Person Number of Shares
Dittmer 897,343
Klepetko 655,892
Salvagno 655,892
BPIRP 215,182
Campus 215,182
Angic 655,892
FPI 680,892
FCGP 680,892
Tinucci 0
Wagda 0
BPIRP, Campus and Dittmer share voting power
with respect to the 215,182 shares held by BPIRP.
Angic, FPI, FCGP, Dittmer, Klepetko and Salvagno share
voting power with respect to the 655,892 shares held by
Angic. FPI, FCGP and Dittmer also share voting power
with respect to the 25,000 shares held by FPI. See Item
4(a) above. Dittmer also may be deemed to share voting
power with Judith K. Dittmer, his spouse, with respect
to 1,269 shares issued or to be issued to an individual
retirement account for the benefit of Mrs. Dittmer
pursuant to the Plan.
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE
DISPOSITION OF
The Reporting Persons, as a group, have sole
disposition power with respect to the Bonneville Stock
beneficially owned by the Reporting Persons; however,
disposition power with respect to the majority of such
shares is shared among certain members of the BPIRP
Group. The following table sets forth the number of
shares which each Reporting Person has the sole power
to dispose or direct the disposition of:
Reporting Person Number of Shares
Dittmer 14,118
Klepetko 35,000
Salvagno 19,954
BPIRP 0
Campus 0
Angic 0
FPI 0
FCGP 0
Tinucci 11,098
Wagda 8,324
Page 16 of 20 Pages
<PAGE>
(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE
DISPOSITION OF
The following table sets forth the number of
shares on Bonneville Stock which each Reporting Person
has shared power to dispose or to direct the
disposition of:
Reporting Person Number of Shares
Dittmer 897,343
Klepetko 655,892
Salvagno 655,892
BPIRP 215,182
Campus 215,182
Angic 655,892
FPI 680,892
FCGP 680,892
Tinucci 0
Wagda 0
BPIRP, Campus and Dittmer share dispositive power
with respect to the 215,182 shares held by BPIRP.
Angic, FPI, FCGP, Dittmer, Klepetko and Salvagno share
dispositive power with respect to the 655,892 shares
held by Angic. FPI, FCGP and Dittmer also share
dispositive power with respect to the 25,000 shares
held by FPI. See Item 4(a) above. Dittmer also may be
deemed to share dispositive power with Judith K.
Dittmer, his spouse, with respect to 1,269 shares
issued or to be issued to an individual retirement
account for the benefit of Mrs. Dittmer pursuant to the
Plan.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased to be
the beneficial owner of more than five percent of the class of
securities, check the following [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
Page 17 of 20 Pages
<PAGE>
ITEM 10. CERTIFICATIONS
By signing below each of the undersigned certifies
that, to the best of his or its knowledge and belief, the
securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any
transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of each of the
undersigned's respective knowledge and belief, each of the
undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: December 11, 1998
/s/ Harold E. Dittmer
Harold E. Dittmer
/s/ Frank A. Klepetko
Frank A. Klepetko
/s/ Kenneth B. Salvagno
Kenneth B. Salvagno
BP Investment Recovery Partners, L.P.,
a California limited partnership
By: Campus Financial Corporation,
its General Partner
By: /s/ Harold E. Dittmer
Name: Harold E. Dittmer
Title: President
Page 18 of 20 Pages
<PAGE>
Campus Financial Corporation,
a California corporation
By: /s/ Harold E. Dittmer
Name: Harold E. Dittmer
Title: President
ANGIC, LLC,
a Nevada limited liability company
By: Fresno Power Investors L.P., Member
By: FCGP, Inc., its General Partner
By: /s/ Harold E. Dittmer
Name: Harold E. Dittmer
Title: President
Fresno Power Investors L.P.
a California limited partnership
By: FCGP, Inc., its General Partner
By: /s/ Harold E. Dittmer
Name: Harold E. Dittmer
Title: President
FCGP, Inc.,
a California corporation
By: /s/ Harold E. Dittmer
Name: Harold E. Dittmer
Title: President
Page 19 of 20 Pages
<PAGE>
/s/ Thomas A. Tinucci
Thomas A. Tinucci
/s/ Joseph A. Wagda
Joseph A. Wagda
Page 20 of 20 Pages
