`
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(RULE 13d - 102)
Information to be included in statements filed pursuant to
13d-1(b), (c) and (d) and amendments thereto filed pursuant to
13d-2(b)
(Amendment No. )*
Bonneville Pacific Corp.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
098904105
(CUSIP Number)
Michael Katz, Esq., 2 American Lane, Greenwich, Connecticut
06836-2571, Tel: (203) 862-8000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 6, 1998
(Date 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)
Rule 13d-1(c)
Rule 13d-1(d)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
*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 ("Act") 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).
(Continued on the Following Pages)
(Page 1 of 11 Pages)<PAGE>
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Silverton International Fund Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
5 SOLE VOTING POWER
936,828
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
936,828
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
936,828
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.25%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-10
(INCLUDING THE CERTIFICATION IN ITEM 10(a) or 10(b) AS
APPLICABLE), AND THE SIGNATURE ATTESTATION.
<PAGE>
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Paloma Partners L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
5 SOLE VOTING POWER
751,585
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
751,585
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
751,585
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.44%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-10
(INCLUDING THE CERTIFICATION IN ITEM 10(a) or 10(b) AS
APPLICABLE), AND THE SIGNATURE ATTESTATION.
<PAGE>
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Paloma Advisors Limited (USA)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
5 SOLE VOTING POWER
936,828
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
936,828
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
936,828
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.25%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-10
(INCLUDING THE CERTIFICATION IN ITEM 10(a) or 10(b) AS
APPLICABLE), AND THE SIGNATURE ATTESTATION.
<PAGE>
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
S. Donald Sussman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
5 SOLE VOTING POWER
1,688,413
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
1,688,413
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,688,413
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.41%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-10
(INCLUDING THE CERTIFICATION IN ITEM 10(a) or 10(b) AS
APPLICABLE), AND THE SIGNATURE ATTESTATION.
<PAGE>
ITEM 1(a).Name of Issuer:
Bonneville Pacific Corp. (the "Issuer")
Item 1(b).Address of Issuer's Principal Executive Offices:
50 West Broadway, Suite 600
Salt Lake City, Utah 84101
Item 2(a).Name of Person Filing:
The names of the persons filing this statement on Schedule
13G (the "Reporting Persons") are: (i) Silverton
International Fund Limited, a Bermuda corporation
("Silverton"); (ii) Paloma Partners L.L.C., a Delaware
limited liability company ("Paloma Partners"), which
beneficially owns its shares through its subsidiary,
Paloma Securities LLC ("Paloma Securities"), a Delaware
limited liability company; (iii) Paloma Advisors Limited
(USA), a Delaware corporation ("Paloma Advisors"); and
(iv) S. Donald Sussman.
The controlling shareholder of Silverton is Hedge Fund
Management Limited, a Bermuda corporation. The managing
member of Paloma Partners is Paloma Partners Company LLC,
a Delaware limited liability company ("PPC") and the
managing members of PPC are S. Donald Sussman and Sundown
Corp., a Delaware corporation of which S. Donald Sussman
is the sole stockholder and director. The president, sole
director and sole stockholder of Paloma Advisors is S.
Donald Sussman.
Item 2(b).Address of Principal Business Office or, if None,
Residence:
SILVERTON
The business address of Silverton is
c/o MQ Services Ltd, 44 Church Street,
Hamilton HM 12 Bermuda.
PALOMA PARTNERS
The business address of Paloma Partners is
2 American Lane, Greenwich, Connecticut 06836-2571.
PALOMA ADVISORS
The business address of Paloma Advisors is
2 American Lane, Greenwich, Connecticut 06836-2571.
S. DONALD SUSSMAN
The business address of S. Donald Sussman is
2 American Lane, Greenwich, Connecticut 06836-2571.
<PAGE>
Item 2(c).Citizenship:
Silverton is a Bermuda corporation.
Paloma Partners is a Delaware limited liability
company.
Paloma Advisors is a Delaware corporation.
S. Donald Sussman is a US citizen.
Item 2(d).Title of Class of Securities
Common Stock, $.01 par value (the "Common Stock")
Item 2(e).CUSIP Number: 098904105
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
Item 4. Ownership.
Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer
identified in Item 1.
(a) Amount beneficially owned:
The Reporting Persons beneficially own an aggregate
of 1,688,413 shares of Common Stock all of which
are owned by virtue of holdings of an aggregate
principal amount of $19,569,000 of the Issuer's 7 3/4%
convertible bonds due August 15, 2009.
(b) Percent of class:
Silverton's aggregate beneficial ownership of
936,828 shares of Common Stock constitutes 4.25% of
all of the outstanding shares of Common Stock.
Paloma Partners' aggregate beneficial ownership of
751,585 shares of Common Stock, constitutes 3.44%
of all of the outstanding shares of Common Stock.
Paloma Advisors' aggregate beneficial ownership of
936,828 shares of Common Stock constitutes 4.25% of
all of the outstanding shares of Common Stock.
S. Donald Sussman's aggregate beneficial ownership
of 1,688,413 shares constitutes 7.41% of all of the
outstanding shares of Common Stock.
Together, the Reporting Persons have beneficial
ownership of 7.41% of all of the outstanding shares
of Common Stock.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
Silverton has sole power to vote or direct the
vote of 936,828 shares of Common Stock.
Paloma Partners has the sole power to vote or
direct the vote of 751,585 shares of Common
Stock.
Paloma Advisors has the sole power to vote or
direct the vote of 936,828 shares of Common
Stock.
S. Donald Sussman has the sole power to vote or
direct the vote of 1,688,413 shares of Common
Stock.
(ii) Shared power to vote or to direct the vote
Not applicable.
(iii) Sole power to dispose or to direct the
disposition of
Silverton has sole power to dispose or direct
the disposition of 936,828 shares of Common
Stock.
Paloma Partners has sole power to dispose or
direct the disposition of 751,585 shares of
Common Stock.
Paloma Advisors has sole power to dispose or
direct the disposition of 936,828 shares of
Common Stock.
S. Donald Sussman has sole power to dispose or
direct the disposition of 1,688,413 shares of
Common Stock.
(iv) Shared power to dispose or to direct the
disposition of
Not applicable.
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
Anther 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.
See Exhibit B attached hereto.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my
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.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge
and belief, the undersigned each certifies that the information
with respect to it set forth in this statement is true, complete
and correct.
Dated: September 28, 1998
SILVERTON INTERNATIONAL FUND LIMITED
By: /s/ Garth Lorimer-Turner
Garth Lorimer-Turner, President
PALOMA PARTNERS L.L.C.
By: Paloma Partners Company L.L.C.
Managing Member
by: /s/ S. Michael J. Berner
Michael J. Berner,
Vice President
PALOMA ADVISORS LIMITED (USA)
By: /s/ S. Donald Sussman
S. Donald Sussman, President
/s/ S. Donald Sussman
S. Donald Sussman<PAGE>
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on
Schedule 13G with respect to the Common Stock of Bonneville
Pacific Corp., dated September 23, 1998 is, and any further
amendments thereto signed by each of the undersigned shall be,
filed on behalf of each of the undersigned pursuant to and in
accordance with the provisions of Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended.
Dated: September 28, 1998
SILVERTON INTERNATIONAL FUND LIMITED
By: /s/ Garth Lorimer-Turner
Garth Lorimer-Turner, President
PALOMA PARTNERS L.L.C.
By: Paloma Partners Company L.L.C.
Managing Member
by: /s/ Michael J. Berner
Michael J. Berner,
Vice President
PALOMA Advisors LIMITED (USA)
By: /s/ S. Donald Sussman
S. Donald Sussman, President
/s/ S. Donald Sussman
S. Donald Sussman<PAGE>
EXHIBIT B
Identification of Members of the Group
Silverton International Fund Limited
Paloma Partners L.L.C.
Paloma Advisors Limited (USA)
S. Donald Sussman
