UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
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)
098904-10-5
(CUSIP number)
Arthur H. Amron
Wexford Management LLC
411 West Putnam Avenue
Greenwich, CT 06830
(203) 862-7012
(Name, address and telephone number of person authorized to receive notices
and communications)
July 7, 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 which is the subject of this Schedule 13D, and is filing this
schedule because ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-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 ss. 240.13d-7
<PAGE>
CUSIP No. 098904-10-5
1. Names of Reporting Persons. Wexford Special Situations 1996, LP
I.R.S. Identification Nos. of Above Persons (entities only)
(Intentionally Omitted)
2. Check the Appropriate Box if a Member of a Group (a) [x]
(See Instructions) (b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) WC
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Delaware
Number of Shares 7. Sole Voting Power 0
Beneficially
Owned by Each 8. Shared Voting Power (see Item 5 below) 371,056
Reporting
Person With 9. Sole Dispositive Power 0
10. Shared Dispositive Power (see Item 5 below) 371,056
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 371,056
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11 3.2%
14. Type of Reporting Person (See Instructions) PN
<PAGE>
CUSIP No. 098904-10-5
1. Names of Reporting Persons. Wexford Special Situations
1996 Institutional, L.P.
I.R.S. Identification Nos. of Above Persons (entities only)
(Intentionally Omitted)
2. Check the Appropriate Box if a Member of a Group (a) [x]
(See Instructions) (b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) WC
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Delaware
Number of Shares 7. Sole Voting Power 0
Beneficially
Owned by Each 8. Shared Voting Power (see Item 5 below) 66,750
Reporting
Person With 9. Sole Dispositive Power 0
10. Shared Dispositive Power (see Item 5 below) 66,750
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 66,750
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11) 0.6%
14. Type of Reporting Person (See Instructions) PN
<PAGE>
CUSIP No. 098904-10-5
1. Names of Reporting Persons. Wexford Special Situations
1996 Limited
I.R.S. Identification Nos. of Above Persons (entities only)
(Intentionally Omitted)
2. Check the Appropriate Box if a Member of a Group (a) [x]
(See Instructions) (b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) WC
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Cayman Islands
Number of Shares 7. Sole Voting Power 0
Beneficially
Owned by Each 8. Shared Voting Power (see Item 5 below) 17,913
Reporting
Person With 9. Sole Dispositive Power 0
10. Shared Dispositive Power (see Item 5 below) 17,913
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 17,913
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11) 0.2%
14. Type of Reporting Person (See Instructions) CO
<PAGE>
CUSIP No. 098904-10-5
1. Names of Reporting Persons. Wexford-Euris Special Situations 1996, LP
I.R.S. Identification Nos. of Above Persons (entities only)
(Intentionally Omitted)
2. Check the Appropriate Box if a Member of a Group (a) [x]
(See Instructions) (b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) WC
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Delaware
Number of Shares 7. Sole Voting Power 0
Beneficially
Owned by Each 8. Shared Voting Power (see Item 5 below) 96,781
Reporting
Person With 9. Sole Dispositive Power 0
10. Shared Dispositive Power (see Item 5 below) 96,781
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 96,781
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11) 0.8%
14. Type of Reporting Person (See Instructions) PN
<PAGE>
CUSIP No. 098904-10-5
1. Names of Reporting Persons. Wexford Management LLC
I.R.S. Identification Nos. of Above Persons (entities only)
(Intentionally Omitted)
2. Check the Appropriate Box if a Member of a Group (a) [x]
(See Instructions) (b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Connecticut
Number of Shares 7. Sole Voting Power 0
Beneficially
Owned by Each 8. Shared Voting Power (see Item 5 below) 552,500
Reporting
Person With 9. Sole Dispositive Power 0
10. Shared Dispositive Power (see Item 5 below) 552,500
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 552,500
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11) 4.8%
14. Type of Reporting Person (See Instructions) OO
<PAGE>
CUSIP No. 098904-10-5
1. Names of Reporting Persons. Wexford Advisors, LLC
I.R.S. Identification Nos. of Above Persons (entities only)
(Intentionally Omitted)
2. Check the Appropriate Box if a Member of a Group (a) [x]
(See Instructions) (b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Delaware
Number of Shares 7. Sole Voting Power 0
Beneficially
Owned by Each 8. Shared Voting Power (see Item 5 below) 455,719
Reporting
Person With 9. Sole Dispositive Power 0
10. Shared Dispositive Power (see Item 5 below) 455,719
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 455,719
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11) 3.9%
14. Type of Reporting Person (See Instructions) OO
<PAGE>
CUSIP No. 098904-10-5
1. Names of Reporting Persons. Wexford Euris Advisors, LLC
I.R.S. Identification Nos. of Above Persons (entities only)
(Intentionally Omitted)
2. Check the Appropriate Box if a Member of a Group (a) [x]
(See Instructions) (b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Delaware
Number of Shares 7. Sole Voting Power 0
Beneficially
Owned by Each 8. Shared Voting Power (see Item 5 below) 96,781
Reporting
Person With 9. Sole Dispositive Power 0
10. Shared Dispositive Power (see Item 5 below) 96,781
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 96,781
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11) 0.8%
14. Type of Reporting Person (See Instructions) OO
<PAGE>
CUSIP No. 098904-10-5
1. Names of Reporting Persons. Charles E. Davidson
I.R.S. Identification Nos. of Above Persons (entities only)
2. Check the Appropriate Box if a Member of a Group (a) [x]
(See Instructions) (b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization United States
Number of Shares 7. Sole Voting Power 0
Beneficially
Owned by Each 8. Shared Voting Power (see Item 5 below) 552,500
Reporting
Person With 9. Sole Dispositive Power 0
10. Shared Dispositive Power (see Item 5 below) 552,500
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 552,500
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11) 4.8%
14. Type of Reporting Person (See Instructions) IN
<PAGE>
CUSIP No. 098904-10-5
1. Names of Reporting Persons. Joseph M. Jacobs
I.R.S. Identification Nos. of Above Persons (entities only)
2. Check the Appropriate Box if a Member of a Group (a) [x]
(See Instructions) (b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization United States
Number of Shares 7. Sole Voting Power 0
Beneficially
Owned by Each 8. Shared Voting Power (see Item 5 below) 552,500
Reporting
Person With 9. Sole Dispositive Power 0
10. Shared Dispositive Power (see Item 5 below) 552,500
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 552,500
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11) 4.8%
14. Type of Reporting Person (See Instructions) IN
<PAGE>
This Amendment No. 1 to Schedule 13D modifies and supplements the
Schedule 13D filed on April 21, 1997 with respect to the common stock, $0.01 par
value per share (the "Common Stock"), of BONNEVILLE PACIFIC CORPORATION, a
Delaware corporation (the "Company"). Except to the extent supplemented by the
information contained in this Amendment No. 1, such Schedule 13D, as amended as
provided above, remains in full force and effect. Capitalized terms used herein
without definition have the respective meanings ascribed to them in such
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
1. Since the filing of Schedule 13D, the Special Funds and the
Euris Funds sold the following shares of Common Stock, all of
which sales were effected in open market transactions:
A. Wexford Special Situations 1996, LP
Date No. of Shares Price Per Share
- ---- ------------- ---------------
2/20/98 33,580 $1.82
7/12/98 33,580 1.66
7/7/98 67,159 1.66
-------
Total 134,319
B. Wexford Special Situations 1996 Institutional, LP
Date No. of Shares Price Per Share
- ---- ------------- ---------------
2/20/98 6,041 $1.82
7/2/98 6,041 1.66
7/7/98 12,082 1.66
------
Total 24,164
C. Wexford Special Situations 1996, LP
Date No. of Shares Price Per Share
- ---- ------------- ---------------
2/20/98 1,621 $1.82
- ------- ----- -----
7/2/98 1,620 1.66
- ------ ----- ----
7/7/98 3,242 1.66
- ------ ------ ----
Total 6,483
<PAGE>
D. Wexford-Euris Special Situations 1996 Limited
Date No. of Shares Price Per Share
- ---- ------------- ---------------
2/20/98 8,758 $1.82
- ------- ----- -----
7/2/98 8,759 1.66
- ------ ----- ----
7/7/98 17,517 1.66
- ------ ------ ----
Total 35,034
As of July 7, 1998, none of the Reporting Persons had
beneficial ownership of 5% or more of the Common Stock.
As of July 7, 1998, the Reporting Persons may be deemed to
have owned beneficially the respective percentages and numbers
of outstanding shares of Common Stock set forth below (on the
basis of 11,500,000 shares of Common Stock outstanding, which,
based on certain publicly available information, is the number
of shares currently outstanding):
1. Wexford Special Situations 1996, LP
(a) Aggregate number of shares of Common Stock
beneficially owned: 371,056
Percentage: 3.2%
(b) 1.Sole power to vote or to direct vote: -0-
2.Shared power to vote or to direct vote: 371,056
3.Sole power to dispose or to direct the
disposition: -0-
4.Shares power to dispose or to direct the
disposition: 371,056
(c) Other than as reported in above, there were
no transactions by Wexford Special
Situations 1996, LP during the past 60 days.
(d) The Reporting Person may be deemed to have
the right to receive or the power to direct
the receipt of dividends from, or proceeds
from, the sale of Common Stock.
(e) Not applicable.
2. Wexford Special Situations 1996 Institutional, LP
(a) Aggregate number of shares of Common Stock
beneficially owned: 66,750
Percentage: 0.6%
(b) 1.Sole power to vote or to direct vote: -0-
2.Shared power to vote or to direct vote: 66,750
3.Sole power to dispose or to direct the
disposition: -0-
4.Shares power to dispose or to direct the
disposition: 66,750
<PAGE>
(c) Other than as reported, above, there were no
transactions by Wexford Special Situations
1996 Institutional, L.P. during the past 60
days.
(d) The Reporting Person may be deemed to have
the right to receive or the power to direct
the receipt of dividends from, or proceeds
from, the sale of Common Stock.
(e) Not applicable.
3. Wexford Special Situations 1996 Limited
(a) Aggregate number of shares of Common Stock
beneficially owned: 17,913
Percentage: 0.2%
(b) 1.Sole power to vote or to direct vote: -0-
2.Shared power to vote or to direct
vote: 17,913
3.Sole power to dispose or to direct the
disposition: -0-
4.Shares power to dispose or to direct
the disposition:17,913
(c) Other than as reported, above, there were no
transactions by Wexford Special Situations
1996 Limited during the past 60 days.
(d) The Reporting Person may be deemed to have
the right to receive or the power to direct
the receipt of dividends from, or proceeds
from, the sale of Common Stock.
(e) Not applicable.
4. Wexford-Euris Special Situations 1996, LP
(a) Aggregate number of shares of Common Stock
beneficially owned: 96,781
Percentage: 0.8%
(b) 1.Sole power to vote or to direct vote: -0-
2.Shared power to vote or to direct
vote: 96,781
3.Sole power to dispose or to direct the
disposition: -0-
4.Shares power to dispose or to direct
the disposition:96,781
(c) Other than as reported, above, there were no
transactions by Wexford-Euris Special
Situations 1996, LP during the past 60 days.
(d) The Reporting Person may be deemed to have
the right to receive or the power to direct
the receipt of dividends from, or proceeds
from, the sale of Common Stock.
(e) Not applicable.
<PAGE>
5. Wexford Advisors LLC
(a) Aggregate number of shares of Common Stock
beneficially owned: 455,719
Percentage: 3.9%
(b) 1.Sole power to vote or to direct vote: -0-
2.Shared power to vote or to direct
vote: 455,719
3.Sole power to dispose or to direct
the disposition: -0-
4.Shares power to dispose or to direct
the disposition:455,719
(c) Other than as reported, above, there were no
transactions by Wexford Advisors LLC during
the past 60 days.
(d) The Reporting Person may be deemed to have
the right to receive or the power to direct
the receipt of dividends from, or proceeds
from, the sale of Common Stock.
(e) Not applicable.
6. Wexford-Euris Advisors, LLC
(a) Aggregate number of shares of Common Stock
beneficially owned: 96,781
Percentage: 0.8%
(b) 1.Sole power to vote or to direct vote: -0-
2.Shared power to vote or to direct
vote: 96,781
3.Sole power to dispose or to direct
the disposition: -0-
4.Shares power to dispose or to direct
the disposition:96,781
(c) Other than as reported, above, there were no
transactions by Wexford-Euris Advisors, LLC
during the past 60 days.
(d) The Reporting Person may be deemed to have
the right to receive or the power to direct
the receipt of dividends from, or proceeds
from, the sale of Common Stock.
(e) Not applicable.
7. Wexford Management
(a) Aggregate number of shares of Common Stock
beneficially owned: 552,500
Percentage: 4.8%
(b) 1.Sole power to vote or to direct vote: -0-
2.Shared power to vote or to direct
vote: 552,500
3.Sole power to dispose or to direct
the disposition: -0-
4.Shares power to dispose or to direct
the disposition:552,500
(c) Other than as reported in above, there were
no transactions by Wexford Management during
the past 60 days.
<PAGE>
(d) Wexford Management may be deemed to have the
right to receive or the power to direct the
receipt of dividends from, or proceeds from,
the sale of Common Stock.
(e) Not applicable.
8. Charles E. Davidson
(a) Aggregate number of shares of Common Stock
beneficially owned: 552,500
Percentage: 4.8%
(b) 1.Sole power to vote or to direct vote: -0-
2.Shared power to vote or to direct
vote: 552,500
3.Sole power to dispose or to direct
the disposition: -0-
4.Shares power to dispose or to direct
the disposition:552,500
(c) Other than as reported in above, there were
no transactions by Mr. Davidson during the
past 60 days.
(d) Mr. Davidson may be deemed to have the right
to receive or the power to direct the
receipt of dividends from, or proceeds from
the sale of, the Common Stock.
(e) Not applicable.
9. Joseph M. Jacobs
(a) Aggregate number of shares of Common Stock
beneficially owned: 552,500
Percentage: 4.8%
(b) 1.Sole power to vote or to direct vote: -0-
2.Shared power to vote or to direct
vote: 552,500
3.Sole power to dispose or to direct
the disposition: -0-
4.Shares power to dispose or to direct
the disposition:552,500
(c) Other than as reported in above, there were
no transactions by Mr Jacobs during the past
60 days.
(d) Mr. Jacobs may be deemed to have the right
to receive or the power to direct the
receipt of dividends from, or proceeds from
the sale of, the Common Stock.
(e) Not applicable.
The Special General Partner may, by reason of its
status as the sole general partner of the Special Funds, be
deemed to own beneficially the Common Stock of which the
Special Funds possess beneficial ownership.
<PAGE>
Wexford Management may, by reason of its status as
investment manager to the Special Funds and Euris Fund and as
sub-advisor to the Special General Partner on behalf of
Wexford Cayman, be deemed to own beneficially the Common Stock
of which the Special Funds, Euris Fund and Wexford Cayman
possess beneficial ownership.
The Special General Partner may, by reason of its
status as the investment advisor to Wexford Cayman, be deemed
to own beneficially the Common Stock of which Wexford Cayman
Possesses beneficial ownership.
The Euris General Partner may, by reason of its
status as the general partner of Euris Fund, be deemed to own
beneficially the Common Stock of which the Euris Fund
possesses beneficial ownership.
Each of Charles E. Davidson and Joseph M. Jacobs may,
by reason of his status as a controlling person of the Special
General Partner, the Euris General Partner and Wexford
Management, be deemed to own beneficially the Common Stock of
which the Special Funds, Euris Fund and Wexford Cayman possess
beneficial ownership.
Each of Charles E. Davidson, Joseph M. Jacobs,
Wexford Management and the Special General Partner shares the
power to vote and to dispose of the shares of Common Stock the
Special Funds beneficially own.
Each of Charles E. Davidson, Joseph M. Jacobs,
Wexford Management and the Euris General Partner shares the
power to vote and to dispose of the shares of Common Stock
Euris Fund beneficially owns.
The Special General Partner shares with Wexford
Management and Wexford Cayman the power to vote and to dispose
of the shares of Common Stock Wexford Cayman beneficially
owns.
* * * * *
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: July 7, 1998
WEXFORD SPECIAL SITUATIONS 1996, LP
By: Wexford Management LLC,
its investment manager
By: /s/Arthur H. Amron
------------------
Name: Arthur H. Amron
Title: Senior Vice President
WEXFORD SPECIAL SITUATIONS 1996 INSTITUTIONAL, LP
By: Wexford Management LLC,
its investment manager
By: /s/Arthur H. Amron
------------------
Name: Arthur H. Amron
Title: Senior Vice President
WEXFORD-EURIS SPECIAL SITUATIONS 1996, LP
By: Wexford Management LLC,
its investment manager
By: /s/Arthur H. Amron
------------------
Name: Arthur H. Amron
Title: Senior Vice President
WEXFORD SPECIAL SITUATIONS 1996 LIMITED
By: Wexford Management LLC,
its investment sub-advisor
By: /s/Arthur H. Amron
------------------
Name: Arthur H. Amron
Title: Senior Vice President
WEXFORD MANAGEMENT LLC
By: /s/Arthur H. Amron
------------------
Name: Arthur H. Amron
Title: Senior Vice President
<PAGE>
WEXFORD ADVISORS, LLC
By: /s/Arthur H. Amron
-----------------
Name: Arthur H. Amron
Title: Vice President
WEXFORD EURIS ADVISORS, LLC
By: /s/Arthur H. Amron
------------------
Name: Arthur H. Amron
Title: Vice President
/s/ Charles E. Davidson
- -----------------------
Charles E. Davidson
/s/Joseph M. Jacobs
- -------------------
Joseph M. Jacobs
