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) April 22, 1998
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BONNEVILLE PACIFIC CORPORATION
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(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
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Item 5. Other Events.
Disclosure Statement for Trustee's Chapter 11 Plan for the Estate of
Bonneville Pacific Corporation dated April 22, 1998.
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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 April 22, 1998
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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 April 22, 1998
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INDEX TO EXHIBITS
Exhibit Page No.
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28.1 Disclosure Statement. . . . . . . . . . . . . . . . . . 4
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Vernon L. Hopkinson (3656)
Daniel J. Torkelson (4426)
Julie A. Bryan (4805)
COHNE, RAPPAPORT & SEGAL, P.C.
525 East 100 South, Suite 500
Salt Lake City, Utah 84102
Telephone: (801) 532-2666
General Counsel for the Trustee
Martin J. Bienenstock
WEIL GOTSHAL & MANGES, L.L.P.
767 Fifth Avenue
New York, New York 10153
Telephone: (212) 310-8000
Special Plan Counsel for the Trustee
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF UTAH
CENTRAL DIVISION
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)
In re )
) Bankruptcy No. 91A-27701
BONNEVILLE PACIFIC ) (Chapter 11)
CORPORATION, )
) (Honorable John H. Allen)
Debtor. )
)
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DISCLOSURE STATEMENT FOR TRUSTEE'S CHAPTER 11 PLAN FOR
THE ESTATE OF BONNEVILLE PACIFIC CORPORATION
DATED APRIL 22, 1998
<PAGE>
TABLE OF CONTENTS
I. INTRODUCTION. . . . . . . . . . . . . . . . . . . . . . . . . . . 9
II. SUMMARY OF CLASSIFICATION AND TREATMENT OF CLAIMS AND
INTERESTS UNDER THE PLAN. . . . . . . . . . . . . . . . . . 16
III. ASSETS OF BONNEVILLE PACIFIC CORPORATION. . . . . . . . . . . . 19
A. Assets (as of December 31, 1997). . . . . . . . . . . . . . 19
B. General Discussion Concerning Current Assets. . . . . . . . 20
1. Introduction . . . . . . . . . . . . . . . . . . . . . 20
2. Cash . . . . . . . . . . . . . . . . . . . . . . . . . 20
3. Accounts and Other Receivables . . . . . . . . . . . . 21
4. Real Property. . . . . . . . . . . . . . . . . . . . . 22
5. Miscellaneous Contingent Assets. . . . . . . . . . . . 23
6. Estimated Value of Existing Businesses . . . . . . . . 23
7. Cash at BNC and BPSC . . . . . . . . . . . . . . . . . 26
IV. GENERAL DISCUSSION CONCERNING LIABILITIES,
CLASSIFICATIONS AND TREATMENT UNDER THE PLAN. . . . . . . . 27
A. Introduction. . . . . . . . . . . . . . . . . . . . . . . . 27
B. Secured Claims. . . . . . . . . . . . . . . . . . . . . . . 28
C. Administrative and Priority Claims. . . . . . . . . . . . . 28
1. Other Priority Claims (Class 1). . . . . . . . . . . . 28
2. Post-Petition Taxes. . . . . . . . . . . . . . . . . . 28
3. Other Administrative Claims. . . . . . . . . . . . . . 30
4. Plan Treatment . . . . . . . . . . . . . . . . . . . . 31
D. Bank Debt (Class 2) . . . . . . . . . . . . . . . . . . . . 32
E. Trade and Other Debt (Class 3). . . . . . . . . . . . . . . 32
F. Debenture Claims (Class 4). . . . . . . . . . . . . . . . . 33
G. Prepetition Selling Debenture Claims (Class 5). . . . . . . 33
H. Post-petition Selling Debenture Claims (Class 6). . . . . . 35
I. Limited Partner Claims (Class 7). . . . . . . . . . . . . . 38
J. Deeply Subordinated Claims (Class 8). . . . . . . . . . . . 40
K. Section 510(b) Equity Claims (Class 9). . . . . . . . . . . 40
L. Cigna Claim - Class 10. . . . . . . . . . . . . . . . . . . 44
M. Equity Interests (Existing Common Stock) (Class 11) . . . . 44
N. Discretionary Notes and Halcyon Payment . . . . . . . . . . 45
O. Impaired (Class 5 through 10) and Unimpaired
(Class 1 through 4 and 11) Classes. . . . . . . . . . . . . 47
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V. ESTIMATED VALUATION OF PLAN COMMON STOCK. . . . . . . . . . . . . 47
VI. FURTHER DISCUSSION OF THE TERMS OF THE PLAN. . . . . . . . . . . 54
A. Further Discussion Concerning Current Debenture
Claims (Class 4). . . . . . . . . . . . . . . . . . . . . . 54
B. Further Discussion Concerning Deeply Subordinated
Claims (Class 8). . . . . . . . . . . . . . . . . . . . . . 56
C. CIGNA Claim (Class 10). . . . . . . . . . . . . . . . . . . 57
D. Equity Interests (Existing Common Stock) (Class 11) . . . . 58
E. Post-Petition Interest (Classes 1, 2, 3 and 4). . . . . . . 61
F. Consistent Claim Calculation. . . . . . . . . . . . . . . . 65
G. Subordination of Classes 5, 6, 7, 8, 9 and 10 . . . . . . . 66
H. Division Between Classes 9, 10 and 11 . . . . . . . . . . . 67
I. Reverse Stock Split . . . . . . . . . . . . . . . . . . . . 67
J. Gohler Class Action Litigation. . . . . . . . . . . . . . . 70
K. Certain Miscellaneous Provisions. . . . . . . . . . . . . . 71
1. Jurisdiction . . . . . . . . . . . . . . . . . . . . . 71
2. Executory Contracts. . . . . . . . . . . . . . . . . . 71
3. Discharge of All Debts and Related Injunction. . . . . 73
4. Warranty by Claimants of Entitlement to Distributions. 74
5. Revesting. . . . . . . . . . . . . . . . . . . . . . . 75
6. Two (2) Year Period to Receive Distributions . . . . . 75
7. Claim Objections, Late Claims or Amended Claims. . . . 76
8. Debtor's Business Records and Other Documents. . . . . 76
9. ERISA Compliance . . . . . . . . . . . . . . . . . . . 77
10. Administrative Claim Bar Date. . . . . . . . . . . . . 77
11. Cash in Lieu of Small Stock Distribution . . . . . . . 77
12. Whole Shares of Plan Common Stock. . . . . . . . . . . 77
13. Surrender of Debentures or Instruments . . . . . . . . 78
VII. BONNEVILLE PACIFIC CORPORATION: PRIOR TO BANKRUPTCY
(1980 TO DECEMBER 5, 1991) . . . . . . . . . . . . . . . . . . 78
A. Introduction. . . . . . . . . . . . . . . . . . . . . . . . 78
B. Bonneville Pacific Corporation Organization and
Prepetition Public Offerings. . . . . . . . . . . . . . . . 79
C. Prepetition Operations. . . . . . . . . . . . . . . . . . . 80
D. Portland General's Entrance, Exit and the Filing of
Bonneville's Bankruptcy Petition. . . . . . . . . . . . . . 82
E. Prepetition Management, Compensation and Other Transfers. . 85
1. The Bonneville Insiders. . . . . . . . . . . . . . . . 85
2. Other Officers . . . . . . . . . . . . . . . . . . . . 86
3. Executive Compensation . . . . . . . . . . . . . . . . 87
4. Severance Payments . . . . . . . . . . . . . . . . . . 88
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5. The ESOP . . . . . . . . . . . . . . . . . . . . . . . 89
6. Other Transfers to Bonneville Insiders . . . . . . . . 90
7. Transfers to Professionals . . . . . . . . . . . . . . 90
VIII. BONNEVILLE PACIFIC CORPORATION: THE DEBTOR-IN-POSSESSION
(DECEMBER 5, 1991 TO JUNE 12, 1992). . . . . . . . . . . . . . 91
A. Overview. . . . . . . . . . . . . . . . . . . . . . . . . . 91
B. Employment of Professionals . . . . . . . . . . . . . . . . 92
C. Major Events During the Debtor-in-possession's Term . . . . 93
D. The Debtor-in-possession's Asset Valuation and
Chapter 11 Plan . . . . . . . . . . . . . . . . . . . . . . 99
E. Professional Fees and Expenses. . . . . . . . . . . . . . . 102
IX. BANKRUPTCY COURT'S SUA SPONTE ORDERING OF THE APPOINTMENT OF
AN EXAMINER AND THEN A TRUSTEE . . . . . . . . . . . . . . . . . 104
A. Overview. . . . . . . . . . . . . . . . . . . . . . . . . . 104
B. Appointment of the Examiner . . . . . . . . . . . . . . . . 105
C. The Examiner's Report . . . . . . . . . . . . . . . . . . . 106
D. Appointment of the Trustee. . . . . . . . . . . . . . . . . 106
X. THE TRUSTEE'S ADMINISTRATION OF BONNEVILLE'S BANKRUPTCY
ESTATE(JUNE 12, 1992 AND THEREAFTER). . . . . . . . . . . . . . . 107
A. The Trustee . . . . . . . . . . . . . . . . . . . . . . . . 107
B. Summary of Bonneville's Financial Condition at the
Time of Trustee's Appointment . . . . . . . . . . . . . . . 108
C. Summary of Bonneville's Current Financial Condition . . . . 109
D. Employment of Professionals . . . . . . . . . . . . . . . . 110
E. Dispositions of Interests in Subsidiaries and
Partnerships. . . . . . . . . . . . . . . . . . . . . . . . 115
1. Yuma Project . . . . . . . . . . . . . . . . . . . . . 116
2. Lehi Project . . . . . . . . . . . . . . . . . . . . . 116
3. Island Park Project. . . . . . . . . . . . . . . . . . 117
4. Koyle Ranch Project. . . . . . . . . . . . . . . . . . 117
5. BP Associates, Fulcrum Inc. and Black Canyon
Project. . . . . . . . . . . . . . . . . . . . . . . . 118
6. Felt Dam Project . . . . . . . . . . . . . . . . . . . 118
7. Recomp . . . . . . . . . . . . . . . . . . . . . . . . 118
8. Martin Creek Project . . . . . . . . . . . . . . . . . 119
9. Mammoth Lakes Geothermal Project . . . . . . . . . . . 119
10. American Atlas Project . . . . . . . . . . . . . . . . 121
11. Sacramento Cogeneration Project (SMUD) . . . . . . . . 121
12. Santa Maria Project. . . . . . . . . . . . . . . . . . 121
13. Westinghouse Financed Projects: BWETA, Dinuba,
Tamarack . . . . . . . . . . . . . . . . . . . . . . . 122
14. Watsonville Project. . . . . . . . . . . . . . . . . . 123
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15. Pigeon Cove Project. . . . . . . . . . . . . . . . . . 123
16. Ravenscroft Project. . . . . . . . . . . . . . . . . . 123
17. Long Sault Project . . . . . . . . . . . . . . . . . . 124
18. NCA # 2. . . . . . . . . . . . . . . . . . . . . . . . 124
F. Disposition of Other Assets . . . . . . . . . . . . . . . . 125
G. Collection of Miscellaneous Assets. . . . . . . . . . . . . 126
H. Remaining Businesses. . . . . . . . . . . . . . . . . . . . 126
1. Bonneville Fuels, Corp . . . . . . . . . . . . . . . . 127
2. Bonneville Nevada Corporation. . . . . . . . . . . . . 128
3. Bonneville Pacific Services Company, Inc . . . . . . . 132
4. Kyocera Project. . . . . . . . . . . . . . . . . . . . 133
I. Litigation: Segal (Trustee) v. Portland General et. al.
(United States District Court for the District of Utah,
Case No. 92-C-364J and Cases Severed Therefrom or
Related Thereto). . . . . . . . . . . . . . . . . . . . . . 134
J. Litigation: Other . . . . . . . . . . . . . . . . . . . . . 140
K. Cooperation with Federal Prosecutors Concerning
Insiders. . . . . . . . . . . . . . . . . . . . . . . . . . 141
L. Fees and Costs Paid to the Trustee's Professionals. . . . . 142
XI. FUTURE BUSINESS OF THE REORGANIZED DEBTOR. . . . . . . . . . . . 144
A. Business Plan Prepared by Current Management. . . . . . . . 144
B. Current Management. . . . . . . . . . . . . . . . . . . . . 148
C. Management of the Reorganized Debtor. . . . . . . . . . . . 150
XII. CERT IN RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . 151
XIII. LIQUIDATION ALTERNATIVE. . . . . . . . . . . . . . . . . . . . 156
XIV. SECURITIES LAW CONSIDERATIONS. . . . . . . . . . . . . . . . . . 160
A. The Securities To Be Issued Under The Plan. . . . . . . . . 162
1. Initial Issuance of Stock To Creditors . . . . . . . . 162
2. Resales or Transfers of Plan Securities. . . . . . . . 162
B. Securities Registration, Quotation and Listing. . . . . . . 165
1. Registration and Reporting . . . . . . . . . . . . . . 165
2. Limited Market For Securities Issued Under the
Plan . . . . . . . . . . . . . . . . . . . . . . . . . 166
XV. CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN. . . . . . . 167
A. Consequences to Holders of Allowed Claims and
Interestholders . . . . . . . . . . . . . . . . . . . . . . 168
1. Holders of Allowed Claims in Classes 1 through 4
and Class 8. . . . . . . . . . . . . . . . . . . . . . 168
2. Holders of Allowed Claims in Classes 5 and 6 . . . . . 169
3. Holders of Allowed Claims in Class 7 . . . . . . . . . 169
4. Holders of Allowed Claims in Class 9 . . . . . . . . . 169
Page 5
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5. Holders of Allowed Cigna Claim in Class 10 . . . . . . 170
6. Holders of Equity Interests in Class 11. . . . . . . . 170
7. Treatment of Interest. . . . . . . . . . . . . . . . . 170
8. Disputed Claims Reserve. . . . . . . . . . . . . . . . 171
B. Backup Withholding. . . . . . . . . . . . . . . . . . . . . 171
C. Consequences to Debtor. . . . . . . . . . . . . . . . . . . 172
1. Utilization of Built-In Losses . . . . . . . . . . . . 172
2. Consolidated Return Items. . . . . . . . . . . . . . . 174
XVI. VOTING PROCEDURES AND REQUIREMENTS. . . . . . . . . . . . . . . 174
A. Ballots and Voting Deadlines. . . . . . . . . . . . . . . . 174
B. Parties in Interest Entitled to Vote. . . . . . . . . . . . 177
C. Vote Required For Class Acceptance. . . . . . . . . . . . . 179
XVII. CONFIRMATION AND CONSUMMATION PROCEDURE . . . . . . . . . . . . 179
A. Confirmation Hearing. . . . . . . . . . . . . . . . . . . . 179
B. Requirements for Confirmation of the Plan . . . . . . . . . 181
1. Unsecured Claims . . . . . . . . . . . . . . . . . . . 181
2. Equity Interests . . . . . . . . . . . . . . . . . . . 182
C. Effect of Confirmation Order. . . . . . . . . . . . . . . . 183
D. Consummation. . . . . . . . . . . . . . . . . . . . . . . . 183
XVIII. CONCLUSION. . . . . . . . . . . . . . . . . . . . . . . . . . 183
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LIST OF EXHIBITS
Exhibit Description of Exhibit
1 The Trustee's Chapter 11 Plan for the Estate of Bonneville Pacific
Corporation dated April 22, 1998 with its attachments. Exhibits to
the Plan are:
Plan Exhibit Description of Exhibit
"A" List of Allowed Other Priority Claims (Class 1)
"B" List of Allowed Bank Debt Claims (Class 2)
"C" List of Allowed Trade and Other Claims (Class 3)
"D" List of Allowed Prepetition Selling Debenture Claims
as uniformly calculated by the Trustee (Class 5)
"E" List of Post-petition Selling Debenture Claims as
uniformly calculated by the Trustee and Allowed
(limited) in the Plan (Class 6)
"F" List of Limited Partner Claims as uniformly
calculated by the Trustee and Allowed (limited) in
the Plan (Class 7)
"G" List of Allowed Deeply Subordinated Claims (Class 8)
"H" List of Allowed Section 510(b) Equity Claims of
Claimants who purchased and sold Existing Common
Stock as uniformly calculated by the Trustee
(Class 9)
"I" List of Allowed Section 510(b) Equity Claims of
Claimants who purchased Existing Common Stock and
have not reported stock as sold as uniformly
calculated by the Trustee (Class 9)
"J" Discretionary Notes
"K" List of Executory Contracts or Unexpired Leases to be
Assumed (if any)
2 Valuation by Bear Stearns & Co., Inc. concerning estimated value of
the Debtor's and its subsidiaries' operating businesses
3 Business Plan Prepared by Current Management
Page 7
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4 Order of Bankruptcy Court dated , 1998, approving the
Disclosure Statement and dealing with other matters including, but
not limited to, the Court's temporary allowance of certain Claims for
voting purposes due to the Trustee's objection to and/or motion to
estimate certain Claims as set forth in the Plan
5 List from Debtor-in-possessions' Statement of Affairs of prepetition
businesses in which the Debtor was a partner or owned 5% or more of
the voting securities
Page 8
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I. INTRODUCTION
Roger G. Segal (the "Trustee"), the duly appointed, qualified and acting
trustee of the Chapter 11 bankruptcy estate of Bonneville Pacific Corporation
("Bonneville" or the "Debtor") submits this Disclosure Statement pursuant to
Section 1125 of the United States Bankruptcy Code to creditors of Bonneville
(collectively sometimes referred to as the "Creditors" or "Claimants") and to
the owners of equity securities of Bonneville (sometimes collectively referred
to as "Interestholders" or "Stockholders" or "Equity Interest Holders") in
connection with i) solicitation of acceptances or rejections from Claimants of
the Plan of Reorganization proposed by the Trustee dated April 22, 1998 (the
"Plan"), filed with the United States Bankruptcy Court for the District of
Utah (the "Bankruptcy Court"), the Honorable John H. Allen, United States
Bankruptcy Judge, presiding, and ii) the hearing on the Confirmation of the
Plan currently scheduled for , 1998. Unless otherwise defined
herein, all capitalized terms contained in this Disclosure Statement shall
have the meanings ascribed to them in the Plan.
The Bankruptcy Court sagaciously ordered the appointment of an independent
trustee for Bonneville approximately six (6) months after Bonneville originally
filed its December 5, 1991 bankruptcy petition. Based on the Bankruptcy
Court's order, on June 12, 1992 the United States Trustee appointed
Roger G. Segal to serve as the independent trustee for the Debtor, and at all
times thereafter he has so served. When the Trustee was appointed Bonneville
possessed insufficient assets to pay general unsecured creditors in full and,
therefore, subordinated Claimants and Bonneville's Interestholders could
anticipate little, if any, value or distributions from the Estate. Now,
after rehabilitating Bonneville's businesses and obtaining significant
litigation recoveries, the Estate possesses sufficient assets to pay general
Page 9
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unsecured creditors (Classes 1 through 4) in full with interest, to pay
subordinated creditors (Classes 5 through 10) a material part of their claims
in stock in the Reorganized Debtor, and to leave current Interestholders
(Class 11) with their existing stock which stock now has value. FOR A
SUMMARY OF THE CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS UNDER THE
PLAN, SEE THE TABLE AT PAGES 18 AND 19 OF THIS DISCLOSURE STATEMENT.
AFTER LENGTHY NEGOTIATIONS BY THE TRUSTEE WITH VARIOUS GROUPS OF
CLAIMANTS, THE TRUSTEE'S PLAN REPRESENTS AN EFFORT TO SUBMIT TO THE BANKRUPTCY
COURT AND TO BONNEVILLE'S CREDITORS AND INTERESTHOLDERS A REASONABLE COMPROMISE
WHICH WOULD FAIRLY RESOLVE THE NUMEROUS ISSUES RAISED IN THIS UNIQUE CHAPTER 11
CASE. The Trustee believes that an equitable Plan, such as the one now being
submitted by the Trustee, is in the best interest of the Debtor, its creditors
and shareholders because such a plan permits the Debtor to emerge from
bankruptcy protection (and in the process resolve all Claims against the
Debtor) rather than continue to remain in the Chapter 11 proceeding while
parties-in-interest battle one another, in expensive and time-consuming
litigation, over who is entitled to what portions of Bonneville's assets.
During much of 1997 the Trustee negotiated with various groups of Creditors and
Interestholders in an attempt to reach some consensus concerning the terms of a
Chapter 11 plan for the Debtor. After protracted negotiations, on
December 31, 1997 a Conditional Letter Agreement was entered into between the
Trustee and certain Creditors wherein the Trustee agreed to submit a good faith
plan which is consistent with the Plan attached hereto. MOST OR ALL OF THE
CREDITORS (IN TOTAL DOLLAR AMOUNT) IN CLASS 2 (BANK DEBT), CLASS 3 (TRADE
Page 10
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DEBT), CLASS 4 (DEBENTURES), CLASS 8 (DEEPLY SUBORDINATED) AND CLASS 10 (CIGNA
CLAIM) WERE SIGNATORIES TO THE CONDITIONAL LETTER AGREEMENT AND, THEREFORE, THE
TRUSTEE BELIEVES THAT SUCH CREDITORS SUPPORT THIS PLAN. One of the signatories
to the Conditional Letter Agreement (Wellhead Electric and affiliated parties)
also possesses material Claims or Interests in Classes 5, 6, 9 and 11.
ACCORDINGLY, THE PLAN HAS WIDE SUPPORT AMONG VARIOUS CREDITOR GROUPS. The
treatment accorded in the Plan to each Class of Creditors and the
Interestholders is fair and reasonable. THEREFORE, THE TRUSTEE URGES ALL
IMPAIRED CREDITORS TO ACCEPT THE PLAN.
Attachments to this Disclosure Statement are copies of the following:
a. The Trustee's Chapter 11 Plan for the Estate of Bonneville
Pacific Corporation dated as of April 22, 1998, with all of its
attachments (Exhibit "1");
b. Valuation by Bear Stearns & Co., Inc. concerning the estimated
value of the Debtor's and its subsidiaries' operating businesses
(Exhibit "2");
c. Business Plan Prepared by Current Management (Exhibit "3");
d. Order of the Bankruptcy Court, dated , 1998, approving
this Disclosure Statement and dealing with other matters including but not
limited to the Court's temporary allowance of certain Claims for voting
purposes due to the Trustee's objection to and/or motion to estimate
certain Claims as set forth in the Plan (Exhibit "4"); and
e. List from Debtor-in-possession's Statement of Affairs of
prepetition businesses in which the Debtor was a partner or owned 5% or
more of the voting securities (Exhibit "5").
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In addition, if you are a Claimant in an impaired Class, then accompanying
this Disclosure Statement is the FORM OF BALLOT FOR THE ACCEPTANCE OR REJECTION
OF THE TRUSTEE'S PLAN.
The purpose of this Disclosure Statement is to set forth information that:
1) outlines the prepetition history of Bonneville, including its business and
the causes underlying Bonneville's bankruptcy filing; 2) outlines the events
that have occurred since the filing of Bonneville's petition for bankruptcy;
3) summarizes the Plan; 4) provides information to impaired Creditors to assist
in making an informed decision on whether to vote to accept or reject the
Trustee's Plan; and 5) provides the Bankruptcy Court with information needed to
determine whether the Plan complies with the provisions of the Bankruptcy Code
and should be confirmed.
On , 1998, after notice and hearing, the Bankruptcy Court
approved this Disclosure Statement as containing information of a kind and in
sufficient detail, adequate to enable a hypothetical, reasonable investor
typical of the Creditors to make an informed judgement whether to accept or
reject the Trustee's Plan. APPROVAL OF THIS DISCLOSURE STATEMENT DOES NOT,
HOWEVER, CONSTITUTE A DETERMINATION BY THE BANKRUPTCY COURT AS TO THE FAIRNESS
OR THE MERITS OF THE PLAN.
THE STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT ARE MADE AS OF THE
DATE OF THE DISCLOSURE STATEMENT, UNLESS AN EARLIER TIME IS SPECIFIED HEREIN.
NEITHER DELIVERY OF THIS DISCLOSURE STATEMENT NOR ANY EXCHANGE OF RIGHTS MADE
IN CONNECTION WITH THE PLAN SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE INFORMATION SET FORTH HEREIN
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SINCE THE DATE OF THIS DISCLOSURE STATEMENT.
THIS DISCLOSURE STATEMENT HAS NOT BEEN APPROVED OR DISAPPROVED BY THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR HAS THAT COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THE STATEMENTS CONTAINED HEREIN.
NEITHER THIS DISCLOSURE STATEMENT NOR THE EXHIBITS TO THIS DISCLOSURE
STATEMENT MAY BE USED FOR ANY PURPOSE OTHER THAN TO DETERMINE WHETHER TO VOTE
IN FAVOR OF OR AGAINST THE PLAN. NOTHING CONTAINED IN THIS DISCLOSURE
STATEMENT OR THE EXHIBITS TO THIS DISCLOSURE STATEMENT SHALL CONSTITUTE AN
ADMISSION OF ANY FACT OR LIABILITY BY ANY PARTY, OR BE DEEMED CONCLUSIVE
EVIDENCE OF THE TAX OR OTHER LEGAL EFFECTS OF THE REORGANIZATION ON BONNEVILLE,
ITS CREDITORS OR ITS STOCKHOLDERS.
EACH CREDITOR AND INTERESTHOLDER SHOULD READ THIS DISCLOSURE STATEMENT
AND THE PLAN IN THEIR ENTIRETY. THIS DISCLOSURE STATEMENT ONLY SUMMARIZES THE
TERMS OF THE PLAN, BUT THE PLAN ITSELF QUALIFIES ALL SUMMARIES. IF ANY
INCONSISTENCY EXISTS BETWEEN THE PLAN AND THIS DISCLOSURE STATEMENT, THE TERMS
OF THE PLAN CONTROL.
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CERTAIN OF THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT IS, BY
ITS NATURE, FORWARD LOOKING, CONTAINS ESTIMATES AND ASSUMPTIONS AND PROJECTIONS
THAT MAY PROVE TO BE WRONG OR THAT MAY BE MATERIALLY DIFFERENT FROM THE ACTUAL
RESULTS OF BONNEVILLE'S REORGANIZATION UNDER THE PLAN.
EACH CREDITOR OR STOCKHOLDER SHOULD CONSULT THEIR OWN ATTORNEY AND
ACCOUNTANT AS TO THE EFFECT OF THE PLAN.
Pursuant to the provisions of the Bankruptcy Code, only classes of claims
or equity interests which are "impaired" under the terms and provisions of a
reorganization plan are entitled to vote to accept or reject a Chapter 11 plan.
For purposes of the Trustee's Plan, certain "Senior" unsecured Creditors
(Classes 1 through 4) and the current Interestholders (Class 11) are
unimpaired. Unimpaired Classes are deemed to have accepted the Plan. Certain
"Junior" unsecured Creditors (Classes 5 through 10) are impaired and,
therefore, such Classes are entitled to vote on the Trustee's Plan.
In the event that impaired Classes do not accept the Plan as detailed and
explained in Section XVI of this Disclosure Statement entitled "Voting
Procedures and Requirements," the Bankruptcy Code permits the Trustee to seek
confirmation of the Plan notwithstanding rejection of the Plan. See
Section XVII of this Disclosure Statement entitled "Confirmation and
Consummation Procedure." The Trustee intends to evaluate the results of the
balloting and determine whether to seek Confirmation of the Plan in the event
that any impaired Class or Classes does not vote to accept the Plan. The
Page 14
<PAGE>
determination as to whether to seek Confirmation under such circumstances
will be announced before or at the Confirmation Hearing.
After carefully reviewing this Disclosure Statement and the Plan, each
member of each impaired Class (e.g., Classes 5 through 10) should vote on the
enclosed Ballot and return the Ballot to the Trustee in the envelope provided
so that the Ballot is RECEIVED by the Trustee by not later than 5:00 p.m.
Mountain Daylight Savings Time on , 1998. If you mail your Ballot,
you must mail it several days before , 1998 so there will be
sufficient time for the mailed Ballot to be received on or before the
aforesaid deadline. Please vote and return your Ballot by mail or overnight
courier to:
Roger G. Segal, Trustee
Cohne, Rappaport & Segal, P.C.
525 East 100 South, #500
Salt Lake City, Utah 84102
(or hand-deliver your Ballot to the Trustee at 525 East 100 South, Suite 500,
Salt Lake City, Utah).
If you did not receive a Ballot, received a damaged Ballot or lost your
Ballot, or, if you or any party-in-interest has any questions concerning this
Disclosure Statement or the Plan, please write to the Trustee's general
counsel at the address shown on the front page of this Disclosure Statement.
THE TRUSTEE BELIEVES THAT ACCEPTANCE OF THE PLAN IS IN THE BEST INTERESTS
OF CREDITORS AND STOCKHOLDERS AND URGES MEMBERS OF ALL IMPAIRED CLASSES TO VOTE
TO ACCEPT THE PLAN.
Pursuant to Section 1128 of the Bankruptcy Code, the Bankruptcy Court has
scheduled a hearing to consider Confirmation of the Plan (the "Confirmation
Hearing") on , 1998 at o'clock .m. in Courtroom 369, United
Page 15
<PAGE>
States Courthouse, 350 South Main Street, Salt Lake City, Utah 84101. The
Confirmation Hearing may be adjourned or continued from time to time by the
Bankruptcy Court without further notice except for the announcement at the
adjournment of the date for the continued Confirmation Hearing.
II. SUMMARY OF CLASSIFICATION AND TREATMENT OF CLAIMS AND
INTERESTS UNDER THE PLAN
The following table (see pages 18 and 19) generally summarizes
distributions to Creditors and Interestholders under the Plan.(1) The
distributions set forth on the following table reflect both the face amount of
distributions in the form of Cash and the projected (estimated) value of the
Plan Common Stock to be issued and distributed as detailed in the Trustee's
Plan. The number of shares of Plan Common Stock to be issued pursuant to the
Plan (and the estimated valuations which serve as the basis for the estimated
value of the Plan Common Stock), is set forth in Sections III, IV and V of
this Disclosure Statement. The value of the Debtor's assets and, therefore,
the value of the Plan Common Stock (as it will be established by the Bankruptcy
Court at the Confirmation Hearing), ARE GOOD FAITH ESTIMATES ONLY.(2) Neither
the Trustee, his Professionals, Bear Stearns, current management, the Debtor
- ----------------
(1) This table is ONLY a summary of the classification and the estimated
treatment of Claims and Interests under the Plan. Reference should be made
to the entire Disclosure Statement and the Plan for a complete description
of the classification and the terms and conditions of the distributions
for each Claim or Interest. If any inconsistency exists between the Plan
and this Disclosure Statement, the terms of the Plan control.
(2) No formal appraisals were used in valuing the Debtor's or its
subsidiaries' operating businesses; the Bear Stearns Valuation which is
attached hereto as Exhibit "2" is not a formal appraisal. The value of
an operating business is subject to uncertainties and contingencies that
are difficult to predict and will fluctuate with changes in factors
affecting the financial condition and prospects of each business. As a
result, the estimate of values set forth herein is not necessarily
indicative of actual outcomes, which may be significantly more or less
favorable than those set forth herein. Because such estimates are
inherently subject to uncertainties, neither the Trustee, his
Professionals, the Reorganized Debtor, the Debtor, Bear Stearns, current
management nor any other person assumes responsibility for their accuracy.
Depending on the results of the businesses operations or changes in the
financial markets, the values for the businesses as of the Confirmation
Date may differ from that discussed herein.
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<PAGE>
nor the Reorganized Debtor make any representation or warranty of any kind
whatsoever, express or implied, regarding the value of the Debtor's (or its
subsidiaries') existing businesses or the value of the Plan Common Stock issued
under the Plan. While the Trustee and the Reorganized Debtor will
exercise reasonable efforts to attempt to list the Reorganized Debtor's common
stock (which common stock includes both the Existing and Plan Common Stock
after the one-for-four Reverse Stock Split) on the NASDAQ National Market
System or the NASDAQ Small Cap Market, there can be no assurance that the
Reorganized Debtor's common stock will trade on a public market or will
actually trade at a price equal to or near the estimated values set forth
herein.(3) For a discussion of the Reverse Stock Split and the minimum stock
prices required for listing by NASDAQ, see Section VI, I. of this Disclosure
Statement.
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(3) The valuation of any equity securities such as the Plan Common Stock is
subject to uncertainties and contingencies, all of which are difficult to
predict. Actual market prices of the Reorganized Debtor's common stock
following the Distribution Date (and after the Reverse Stock Split) will
depend upon, among other things, the prices at which shares of companies
in the same or similar lines of business then trade relative to the
earnings of those companies, conditions in the financial markets, the
anticipated initial securities-holding period of creditors, some of whom
may prefer to liquidate their investment rather than hold it on a long-
term basis, and other factors that generally influence the prices of
securities. Actual market prices of the Reorganized Debtor's common stock
(after the Reverse Stock Split) may also be affected by the Debtor's
history in Chapter 11 and/or by other factors not possible to predict.
Accordingly, the value established by the Bankruptcy Court at the
Confirmation Hearing for the Plan Common Stock does not purport to be an
estimate of the post-reorganization market trading value of the
Reorganized Debtor's common stock after the Reverse Stock Split. Such
trading value (after the Reverse Stock Split) may be materially different
from the value discussed herein or that established by the Bankruptcy
Court at the Confirmation Hearing.
Page 17
<PAGE>
<TABLE>
<CAPTION>
Class Type of Claim Treatment
<S> <C> <C>
1 Priority Claims Allowed Claim paid in full in Cash at
Distribution Date; post-petition simple
interest at 5.5% per annum
2 Bank Debt Claims Allowed Claim paid in full in Cash at
Distribution Date; post-petition simple
interest at 8.03%(4) per annum
3 Trade and Other General Allowed Claim paid in full in Cash at
Unsecured Claims Distribution Date; post-petition simple
interest at 5.5% per annum
4 Current Debentures Claims Allowed Claim paid in full in Cash at
Distribution Date; post-petition simple
interest at 7.32% per annum
5 Prepetition Selling Allowed Claim amount as uniformly
Debenture Claims calculated by the Trustee paid in full
with Plan Common Stock
6 Post-petition Selling 70% of Claim amount as uniformly calculated
Debenture Claims by the Trustee Allowed and paid in Plan
Common Stock
7 Limited Partner Claims 25% of Claim amount as uniformly calculated
by the Trustee Allowed and paid in Plan
Common Stock
8 Deeply Subordinated 10% of Allowed Claim paid in Plan Common
Claims Stock
9 Section 510(b) Equity Allowed Claim as uniformly calculated by
Claims the Trustee paid in Plan Common Stock with
a value estimated to be between
approximately 51% and 63% of the Allowed
Claim(5)
</TABLE>
- ---------------
(4) Interest at the simple rate without compounding of 8.03% from the Petition
Date to December 5, 1997 and then at the simple rate without compounding
of 8.10% from December 6, 1997 to the Distribution Date.
(5) The estimated percentage to be received on the Allowed Class 9 and 10
Claims will depend upon a) the total Amount of Administrative Claims
ultimately Allowed by the Bankruptcy Court (the Trustee currently
estimates that there could be a range in such currently unallowed and,
therefore, currently unpaid Administrative Claims of between $5 million
and $15 million), and b) the total of the Allowed Claims in Class 9. For
purposes of this estimate, the Trustee has assumed that Class 9 (i.e., the
sum of the Claims reflected on Plan Exhibit "H" and Column 3 of the Plan
Exhibit "I") and Class 10 Allowed claims would total approximately $44
million.
Page 18
<PAGE>
<TABLE>
<CAPTION>
Class Type of Claim Treatment
<S> <C> <C>
10 CIGNA Claim Allowed as an $11 million Section 510(b) Equity
Claim; Claimant to receive Plan Common Stock
with a value estimated to be between
approximately 51% to 63% of such Claim(5)
11 Equity Interests All Existing Common Stock will be retained by
(Existing Common Stock) the Interestholders and their rights in the
Reorganized Debtor will be unaltered.(6)
</TABLE>
III. ASSETS OF BONNEVILLE PACIFIC CORPORATION
Except for the Cash, all of the values attributed to the assets are good
faith ESTIMATES ONLY based upon information available to the Trustee, as
detailed herein.
A. Assets (as of December 31, 1997).
Cash and Accrued Interest $150,673,265
Accounts and Other Receivables 5,612,637
Real Property (book value) 198,424
Furniture, Equipment, prepaids and other tangible assets 100,000
(estimated liquidation value)
Miscellaneous contingent assets, including litigation or 400,000
settlement recoveries
Estimated value of BNC, BFC, BPSC and Kyocera operating
businesses(7) 60,050,000
- ---------------
(6) For purposes of the Plan only, the estimated value of each share of the
Existing Common Stock (before the Reverse Stock Split) would be the same
as the estimated value of each share of the Plan Common Stock (before the
Reverse Stock Split) as set forth herein. For purposes of the Plan, each
share of the Plan Common Stock (before the Reverse Stock Split) has an
estimated value of between $1.93 and $2.36 per share.
(7) No formal appraisals were used in valuing the Debtor's or its
subsidiaries' operating businesses; the Bear Stearns Valuation which is
attached hereto as Exhibit "2" is not a formal appraisal. The value of an
operating business is subject to uncertainties and contingencies that are
difficult to predict and will fluctuate with changes in factors affecting
the financial condition and prospects of each business. As a result, the
estimate of values set forth herein is not necessarily indicative of actual
outcomes, which may be significantly more or less favorable than those set
forth herein. Because such estimates are inherently subject to
uncertainties, neither the Trustee, his Professionals, the Reorganized
Debtor, the Debtor, Bear Stearns, current management nor any other person
assumes responsibility for their accuracy. Depending on the results of
the businesses operations or changes in the financial markets, the values
for the businesses as of the Confirmation Hearing may differ from that
discussed herein.
Page 19
<PAGE>
Approximate Cash at BNC and BPSC not included in above
estimated values 2,950,000
---------
TOTAL ASSETS $219,984,326
B. General Discussion Concerning Current Assets.
1. Introduction. As discussed in greater detail later in this
Disclosure Statement, the businesses of Bonneville have substantially changed
since the Petition Date. Specifically, the Trustee, with the assistance of
current management of the Debtor, has closed down or sold numerous unprofitable
businesses leaving Bonneville (or its subsidiaries) with only solvent,
profitable enterprises.
2. Cash. The majority of Bonneville's current cash and accounts
receivable were generated in connection with the litigation prosecuted by the
Trustee. Such litigation efforts are now completed. As a result of the
limitations of 11 U.S.C. Section 345, almost all of the cash is invested in
short term notes or similar instruments issued by the United States government
or in collateralized (Federal Reserve pledges) bank accounts, which investments
currently pay interest which averages a little more than five percent (5%) per
annum.
Page 20
<PAGE>
3. Accounts and Other Receivables. The largest receivables (which
receivables are subject to contingent fees payable to special litigation
counsel(8) subject to Bankruptcy Court approval) arise from the settlement of
causes of action pursued by the Trustee; such large receivables include the
following:
a. L. Wynn Johnson Receivable (approximately $1,067,143.00 plus
interest from October 1, 1997): In settlement of litigation (which
settlement was approved by order of the Bankruptcy Court entered on
May 15, 1996), Johnson agreed to pay the Trustee $1.65 million. The sum
of $250,000.00 was paid in cash soon after approval of the settlement and
the balance of $1.4 million was, or is to be, paid under a promissory note
bearing interest at 6% per annum from April 1, 1996 payable first in three
quarterly payments of $50,000.00; then quarterly payments of $100,000.00
each due on the 1st day of April, July and October, 1997, and
January 1, 1998; and a final payment of the balance due April 1, 1998.
All payments on the note have been timely made.
b. Westinghouse Receivable ($3,000,000.00):(9) Pursuant to the
terms of a settlement agreement between the Trustee and Westinghouse
Electric Corporation ("Westinghouse"), a company traded on the New York
Stock Exchange, which was approved by Order of the Bankruptcy Court
entered on December 23, 1996, Westinghouse agreed, INTER ALIA, to pay the
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(8) For a discussion of the contingent fee payable to Beus, Gilbert & Morrill
(the Trustee's special litigation counsel), see Section X, D. of this
Disclosure Statement.
(9) JOHNSON DID TIMELY MAKE THE $100,000.00 PAYMENT DUE ON JANUARY 1, 1998
AND DID IN FACT PAY THE OBLIGATION IN FULL ON MARCH 18, 1998.
WESTINGHOUSE DID IN FACT PAY THE $3 MILLION OBLIGATION IN FULL ON
APRIL 8, 1998.
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<PAGE>
Trustee the sum of $6 million payable in installments of $3 million each
on April 10, 1997 and April 10, 1998. The obligation does not bear
interest if timely paid. The April 10, 1997 payment was timely made and,
although the remaining $3 million receivable is unsecured, the Trustee
believes that, absent unforeseen circumstances, Westinghouse will timely
satisfy the remaining obligation.
c. Piper Jaffray Receivable ($1,500,000.00): Pursuant to the terms
of a settlement between the Trustee and Piper Jaffray & Hopwood, Inc.
("Piper Jaffray"), a company traded on the New York Stock Exchange,
approved by Order of the Bankruptcy Court entered September 9, 1996, Piper
Jaffray agreed, INTER ALIA, to pay the Trustee $10 million payable with
$7 million cash down and installments of $1.5 million each due on
September 9, 1997 and September 9, 1998. The $7 million payment and the
$1.5 million payment due on September 9, 1997 were timely made; the
remaining $1.5 million (due September 9, 1998) is outstanding. That
receivable is unsecured and does not bear interest if the obligation is
timely paid. The Trustee believes, absent unforeseen circumstances,
that Piper Jaffray will timely satisfy the remaining obligation.
4. Real Property. This asset consists of approximately 179.6 acres of
undeveloped real property, including a 128.02 acre parcel and a 51.568 acre
adjacent parcel, located in Sheldon, Franklin County, Vermont. The two parcels
are separated by a highway. The parcels were purchased by Bonneville in 1989
in connection with a proposed power project which was not developed. The
parcels are carried on Bonneville's pre-petition financial statement at cost,
to wit, $198,424.00. In 1994, the Trustee, with Court approval, listed the
128.02 parcel for sale at an asking price of $225,000.00.
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<PAGE>
The Trustee received only one written offer, for approximately $54,000.00
(which was rejected) and received no offers near the asking price. The Trustee
has concluded that, as a result of the remote location and irregular terrain
of the real property, sale of the real property at a price near book value will
require a purchaser with unique needs. Property taxes (which are current) have
been approximately $2,000.00 per year since 1993. The real property has not
been recently appraised and is not currently listed for sale.
5. Miscellaneous Contingent Assets. This $400,000.00 estimated value
represents the total estimated value of a variety of small assets of Bonneville,
including but not limited to, small contingent interests in miscellaneous power
projects (no value is attributable to these miscellaneous power projects),
possible recoveries in litigation relating to the Long Sault Project pending in
Canada (see Section X.E.17 of this Disclosure Statement), and possible
additional net recoveries (all pursuant to Court approved settlement
agreements) from Robert Wood, Ray Hixson, Carl Peterson and Wynn Johnson
(related to income tax refunds which have now been requested by such
individuals). Most of these assets, which are contingent in nature and
therefore most have not been reflected on the Debtor's books, are extremely
difficult to value. None of these assets have been appraised. Therefore, the
values contained in this Disclosure Statement are based only on possible
outcomes estimated by the Trustee. At the present time, the Trustee does not
anticipate bringing suit against any other Person relating to prepetition
claims or causes of action possessed by the Estate.
6. Estimated Value of Existing Businesses. The values contained in this
Disclosure Statement for the Debtor's or its subsidiaries' businesses are those
ascertained by the Trustee after consultation with current management and
reviewing the valuation report of his independent investment advisor, Bear
Page 23
<PAGE>
Stearns & Co., Inc. (hereafter the "Bear Stearns Valuation").(10)
Specifically, the businesses are estimated to be valued(11) as follows:
Bonneville Nevada Corp. $37,000,000
(a wholly owned subsidiary); 50% ownership
interest in the Nevada Cogeneration Associates -
NCA # 1 Power Project, an 85 megawatt gas
fired power project near Las Vegas, Nevada
Bonneville Fuels Corp. and affiliates 19,600,000
(a wholly owned subsidiary); natural gas and
oil production/sale in the Western United
States
Bonneville Pacific Services Company, Inc. 6,000,000
(a wholly owned subsidiary); operation and
maintenance of power projects and 51%
interest in a 4 megawatt Mexican Project
Kyocera Power Project 1,550,000
100% interest in a 3.2 megawatt power project
near San Diego, California
Net Operating Loss Carryforward Tax Advantage 3,000,000
- ---------------
(10) A copy of the Bear Stearns Valuation to the Trustee is attached hereto
and incorporated herein as Exhibit "2"; such Report must be read in its
entirety.
(11) No formal appraisals were used in valuing the Debtor's or its subsidiaries'
operating businesses; the Bear Stearns Valuation which is attached hereto
as Exhibit "2" is not a formal appraisal. The value of an operating
business is subject to uncertainties and contingencies that are difficult
to predict and will fluctuate with changes in factors affecting the
financial condition and prospects of each business. As a result, the
estimate of values set forth herein is not necessarily indicative of
actual outcomes, which may be significantly more or less favorable
than those set forth herein. Because such estimates are inherently
subject to uncertainties, neither the Trustee, his Professionals, the
Reorganized Debtor, the Debtor, Bear Stearns, current management nor any
other person assumes responsibility for their accuracy. Depending on the
results of the businesses operations or changes in the financial markets,
the values for the businesses as of the Confirmation Hearing may differ
from that discussed herein.
Page 24
<PAGE>
Less Corporate Overhead Expense (7,100,000)
---------
NET ADJUSTED ESTIMATED VALUE OF EXISTING
BUSINESSES $60,050,000
===========
The valuation for Bonneville Nevada Corporation ("BNC") is at the low
figure set forth in the Bear Stearns Valuation because, among other things, the
value of the NCA # 1 Project is impacted by the fact that the economics of the
NCA # 1 Project is directly affected by future rulings or decisions of the
Public Utility Commission of Nevada. The valuation for Bonneville Fuels
Corporation and its affiliates (collectively "BFC"), which value is net of any
debt owed by BFC, is nearer to the high range set forth in the Bear Stearns
Valuation because a) contrary to Bear Stearns' assumption, BFC is not in a
"blowdown mode" and b) BFC has recently drilled wells or acquired properties
which should enhance its value. The valuation for Bonneville Pacific Services
Company, Inc. ("BPSC") is at the high range set forth in the Bear Stearns
Valuation because Bear Stearns did not take into account the value of BPSC's
interest in the four (4) megawatt CONAV Project. The valuation for the Kyocera
Project is the mid-range between the high and low figures set forth in the Bear
Stearns Valuation. The Trustee believes that Bear Stearns' value for the net
operating loss carryforward ($3,000,000.00) is a conservative value. The
corporate overhead expense is the mid-range between the high and low figures
set forth in the Bear Stearns Valuation.
These businesses are discussed in greater detail both in this Disclosure
Statement and in the "Business Plan Prepared by Debtor's Current Management"
which is attached hereto and incorporated herein as Exhibit "3". Upon the
reasonable written request from any party-in-interest and subject to an
Page 25
<PAGE>
appropriate confidentiality agreement, the Trustee will make available
certain documents (e.g., contracts, financial statements, etc.) relating to the
businesses.
7. Cash at BNC and BPSC. Bonneville Nevada Corporation ("BNC"), the
wholly owned subsidiary of Bonneville which owns the one-half interest in the
Nevada Cogeneration Associates - NCA # 1 power project, has Cash in its bank
or other investment accounts as of December 31, 1997 totaling approximate
partnership cash calls, BNC must keep a cash reserve of approximately one-half
million dollars ($500,000.00). Bonneville Pacific Services Company Inc.
("BPSC") has Cash in its bank or other investment accounts as of December 31,
1997 totaling approximately $2,375,000.00. In order to meet contractual
obligations and to operate properly, BPSC must keep a cash reserve of
approximately one million dollars ($1,000,000.00) plus an additional reserve of
approximately $950,000.00 to complete the construction of the CONAV Project.
These Cash figures (a total of $2,950,000.00) are not included in the values
for the businesses reflected above. Except for the above-referenced necessary
Cash reserves, Cash in excess of the reserves (i.e., approximately $500,000.00)
could be "up-streamed" to Bonneville and, therefore, such excess Cash is
available for distribution, if necessary, in order to fund the Plan.(12)
- ---------------
(12) In order to operate properly, Bonneville Fuels Corporation ("BFC")
maintains a working capital account of between $200,000.00 and $700,000.00.
Excess cash generated by BFC is used to repay indebtedness owed by BFC to
Colorado National Bank, which is secured by a collateral interest in BFC's
properties, contracts and receivables. Accordingly, none of BFC's working
capital is available to be upstreamed to Bonneville at this time. BFC's
indebtedness to Colorado National Bank as of December 31, 1997 is
approximately $2,400,000.00. Additionally, BFC may increase its
borrowings in order to satisfy (or pay in lieu of) the Discretionary Notes
discussed in Section IV, N. of this Disclosure Statement.
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<PAGE>
IV. GENERAL DISCUSSION CONCERNING LIABILITIES, CLASSIFICATIONS
AND TREATMENT UNDER THE PLAN
A. Introduction.
As discussed in greater detail later in this Disclosure Statement, during
the Trustee's tenure, the alleged liabilities of Bonneville have been
substantially reduced or resolved as a consequence of settlements with
creditors; in many instances settlements arose only after the Trustee
initiated litigation. The Bankruptcy Court set an original claims bar date of
April 13, 1992, and a supplementary claims bar date (primarily for creditors
asserting claims against Bonneville arising from the purchase or sale of
Bonneville's common stock or Debentures) of December 16, 1996. Scores of late
claims were also filed and the Bankruptcy Court ruled on or about
December 15, 1997 whether most of the late claims were either a) deemed timely
filed (because the claimant demonstrated "excusable neglect" for filing the
claim late; CF. PIONEER INVESTMENT, 113 S. Ct. 1489) or b) disallowed in their
entirety in accordance with the Court's "Order Establishing a Supplementary
Claims Bar Date" dated September 10, 1996 and entered on September 11, 1996.
See Plan Exhibits "A" through "I" for Allowed Claims in each Class; the Allowed
Claim amounts for Classes 5, 6, 7 and 9 reflect a settlement of Claims.
Liabilities are further discussed in other Sections of this Disclosure
Statement.(13)
- ---------------
(13) During the course of the Trustee's administration of the Estate he has
also objected to scores of filed claims. It is beyond the scope of this
Disclosure Statement to discuss each of these claim objections; in any
event, most of the Trustee's objections to such claims were sustained by
the Bankruptcy Court.
Page 27
<PAGE>
B. Secured Claims.
The Trustee believes that there are no remaining Secured Claims against
Bonneville or its Estate.
C. Administrative and Priority Claims (Estimated $5 million to $15 million).
1. Other Priority Claims (Class 1). The Trustee believes that there are
few unpaid prepetition priority claims owed by the Estate; such Claims total
$4,366.43. For a list of such Claims see Exhibit "A" attached to the Plan and
incorporated herein.
2. Post-Petition Taxes. All undisputed post-petition assessed taxes
have been paid by Bonneville through its taxable year ending
December 31, 1996.(14) All employment and withholding taxes are current.
For calendar year 1997, the Trustee estimates that total federal (including
alternative minimum tax) and state income (or state franchise) taxes, will
total less than one million dollars. However, as of the date of this
Disclosure Statement no returns for calendar year 1997 have been filed and,
therefore, the Debtor's liability for 1997 taxes has not yet been established.
Cf. 11 U.S.C. Section 505(b). The Trustee's estimate concerning tax
liabilities for calendar year 1997 is premised upon the Trustee's belief that
the Estate will be required to pay post-petition interest to the Claimants
holding Allowed Claims in Classes 1 through 4 as set forth in Article 4.3 of
the Plan. The Trustee has reflected on Bonneville's books and intends to
reflect in Bonneville's corporate income tax returns for the year ended
December 31, 1997 such post-petition interest liability as set forth in
- ---------------
(14) A property tax dispute existed between the Debtor and San Diego County
(California) concerning the Kyocera Project. However, that dispute has
been resolved, with Bankruptcy Court approval and, therefore, the Trustee
in January of 1998 paid to San Diego County the sum of $120,000.00 in full
and complete satisfaction of all property taxes on the Kyocera project for
periods through June 30, 1998.
Page 28
<PAGE>
Article 4.3 of the Plan. If it were to be subsequently determined that the
Estate is not obligated to pay post-petition interest as generally set forth in
the Plan or if the Internal Revenue Service were to successfully contest the
Estate's treatment of the post-petition interest issue, then it is likely that
the Estate would have a material tax liability for calendar year 1997 well in
excess of the Trustee's current estimate of such liability. Also see
Article 6.3 of the Plan.
The Trustee estimates that for the tax years beginning January 1, 1998 and
continuing thereafter the Reorganized Debtor will possess material net
operating loss carryforwards which may, subject to certain limitation contained
in the Internal Revenue Code or similar state laws, result in the Reorganized
Debtor being able to apply such net operating loss carryforwards against
otherwise taxable income earned by the Reorganized Debtor; such a result would
mean a material tax savings to the Reorganized Debtor. At present, the extent
of the net operating loss carryforwards that will be asserted by the Estate or
the Reorganized Debtor has not been ascertained and no governmental entity has
passed upon the amount or any present or future net operating loss
carryforward. However, for purposes of the valuation set forth in Section III
of this Disclosure Statement the Trustee assumes that at least a million dollar
net operating loss carryforward will be available each year for the next
twenty (20) years. For this reason Bear Stearns increased its estimated
valuation of the existing businesses by three million dollars.
NEITHER THE TRUSTEE NOR HIS PROFESSIONALS CAN OR DO MAKE ANY
REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND
Page 29
<PAGE>
WHATSOEVER CONCERNING BONNEVILLE'S (OR THE REORGANIZED DEBTOR'S) PAST, PRESENT
OR FUTURE TAX LIABILITIES.
3. Other Administrative Claims. While the estate is current in paying
all its allowed (and ordinary course) Administrative Claims, for many reasons
it is difficult to estimate the total Amount of Administrative Claims which
will ultimately be Allowed by the Bankruptcy Court. At present, the Trustee
estimates that unpaid (and to date not Allowed) Administrative Claims (through
the Effective Date) could be as low as five million dollars ($5,000,000.00) and
as high as fifteen million dollars ($15,000,000.00).(15) Examples of contingent
Administrative Claims are taxes for calendar year 1997 and future periods;
approximately $1.8 million or more in contingent attorneys' fees (see footnote
15 below) for the Trustee's special litigation counsel (Beus, Gilbert &
Morrill) based upon pending (but in some instances not yet collected)
litigation recoveries for the Estate (see Section III, B.3 of this Disclosure
Statement for a discussion concerning the receivables related to litigation);
and fees and costs for the Trustee and his Professionals, including fees and
costs after September 30, 1997 (which was the last interim period for which
fees and costs have been paid) through Confirmation of the Plan.(16) The Plan
provides that no party-in-interest will be able to assert an 11 U.S.C.
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(15) This estimate should be revised downwards as the Estate pays
Administrative Claims, particularly professional fees. For example,
hearings were held as scheduled on April 13, 1998 and several of the
Trustee's Professionals were allowed interim fees and costs and Beus,
Gilbert and Morrill's (special litigation counsel for the Trustee) FINAL
fee and cost applications were approved. However, this estimate could
also have to be revised upwards if the Estate were to incur additional
post-petition tax liabilities as generally discussed in Section IV, C.2 of
this Disclosure Statement or if the Estate incurs unanticipated additional
costs in connection with the Trustee's efforts to confirm this Plan.
(16) 11 U.S.C. Section 326(a) sets limits for the compensation of a trustee.
Pursuant to the Bankruptcy Code, at the Bankruptcy Court's discretion the
Trustee could be awarded fees ranging from nothing up to a total of
approximately $9.5 million; to date the Trustee has been allowed and paid
(through the period ending January 31, 1998), based upon his hourly
billing rate, the sum of $934,472.00. The award of fees to the Trustee
and his Professionals is within the discretion of the Bankruptcy Court.
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Sections 503(b) or (c) "substantial contribution" claim. In order to establish
the value of the Plan Common Stock, the Trustee will request that the
Bankruptcy Court Estimate the total amounts of the contingent Administrative
Claims at the Confirmation Hearing; the Trustee will submit at the Confirmation
Hearing evidence concerning the then contingent Administrative Claims in order
to provide the Bankruptcy Court with a basis to Estimate such contingent
Administrative Claims.
4. Plan Treatment. Allowed Class 1 Other Priority Claims (which total
$4,366.43) will be paid in Cash in full with interest at the simple rate of
5.5% per annum (without compounding) from the Petition Date to the Distribution
Date as provided in the Plan. Priority Tax Claims (which total $5,528.10) will
be paid in full in Cash on the Effective Date. Post-petition taxes (to the
extent payable pursuant to the Plan) will be paid in full in Cash in the
ordinary course of business. Any current trade or accounts payable (including
wages and related benefits payable to the Debtor's current employees) incurred
after the Petition Date by the Estate in the ordinary course of its business
will be assumed by the Reorganized Debtor and shall be paid in the ordinary
course of the Reorganized Debtor's business. Other Allowed Administrative
Claims to the extent not previously paid during the Reorganization Case or not
paid in the ordinary course of business will be paid in full either 1) in Cash
on the later of the Distribution Date or when such Administrative Claim becomes
Allowed (see Article 11.7 of the Plan for the Administrative Claim Bar Date) or
2) upon such other terms as are agreed in writing between the Claimant and the
Trustee.
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D. Bank Debt (Class 2).
Bank Debt, as of the Petition Date, totals approximately $31,512,340.16,
as set forth in detail on Exhibit "B" which is attached to the Plan and is
incorporated herein. The Trustee believes that all of the Claims set forth on
such Exhibit should be Allowed Claims will be paid in full with post-petition
interest in Cash at the Distribution Date. Post-petition interest to the
Allowed Bank Debt Claims shall be simple interest, without compounding, at the
rate of 8.03% per annum from the Petition Date (or such later date as the
Claimant actually advanced money to or for the benefit of the Debtor or
Estate(17)) to December 5, 1997 and then from December 6, 1997 until the
Distribution Date. Class 2 Claimants will have no claim or cause of action of
any kind whatsoever against any past or present holder of a Debenture(s).
E. Trade and Other Debt (Class 3).
Such Claims (with an estimated Disputed Claim Reserve), as of the Petition
Date, total approximately $3,750,000.00, as set forth in detail on Exhibit "C"
which is attached to the Plan and is incorporated herein. Claims in this
category include all other Claims that are not Administrative Claims or are
not included in Classes 1, 2, or 4 through 11. The Trustee believes that all
the Claims set forth on Exhibit "C" should be Allowed Claims (except as
otherwise set forth on the Exhibit) in the amounts set forth on the Exhibit.
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(17) The Trustee and Caisse National de Credit Agricole ("CNCA") have agreed
that CNCA's filed Proof of Claim (No. 79 as amended by No. 246) will be
reduced from $2,149,623.96 to $2,107,686.96 and that of such reduced Claim
$1,026,293.86 will be paid interest from December 20, 1991 and
$1,081,393.10 will be paid interest from September 23, 1992.
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Pursuant to the Plan, such Class 3 Allowed Claims will be paid in Cash in full
with interest at the simple rate of 5.5% per annum (without compounding) from
the Petition Date to the Distribution Date.
F. Debenture Claims (Class 4).
Debenture Claims (i.e., Claims for payment of the current holders of the
Debtor's 7 3/4% Convertible Subordinated Debentures Due 2009 under an Indenture
dated August 15, 1989), at the Petition Date, totaled $63,250,000.00
(principal) plus prepetition interest and miscellaneous costs for a total Claim
of $64,750,168.95. Norwest Bank of Minnesota, N.A., is the Indenture Trustee
and has timely filed a proof of claim in this amount (Claim No. 146). The
Trustee believes that this Claim should be an Allowed Claim. Pursuant to the
Plan, such Class 4 Allowed Claim will be paid in Cash in full to the Indenture
Trustee who will then make distributions to the current holders of the
Debentures. The Class 4 Allowed Claim will also receive interest at the simple
rate (without compounding) of 7.32% per annum from the Petition Date to the
Distribution Date in Cash.
G. Prepetition Selling Debenture Claims (Class 5).
Such Claims (with an estimated Disputed Claim Reserve) total approximately
$5,500,000.00, as generally set forth on Exhibit "D" which is attached to the
Plan and is incorporated herein. Such Claims are for damages arising from or
related to the purchase and sale of the Debenture by the Claimant on or BEFORE
the Petition Date. See 11 U.S.C. Section 510(b). The amount of the Claims in
this Class are calculated using a single uniform formula for the purpose of
determining the Allowed Amount of the Claim (regardless of the amount set
forth on the Proof of Claim actually filed by the Claimant). Undisputed Claims
in this Class are to be Allowed ONLY in the amount specified on Plan Exhibit
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"D".(18) Specifically, the Allowed Claim shall be in the amount of the
a) price paid by the Claimant to purchase the Debenture (such price shall not
include any additional amount paid by the Claimant related to interest which
had accrued on the Debenture which was added to the net amount of the purchase
price when the Debenture was purchased) less b) the amount received by the
Claimant when the Debenture was sold (for purposes of determining the amount
received by the Claimant any additional amount received by the Claimant for
interest which had accrued on the Debenture shall not be included in
calculating the amount received). Reasonable commissions or other
miscellaneous charges, if any and only to the extent such were readily
determinable from the filed Proof of Claim or the supporting documentation
attached thereto, shall be included when calculating the Allowed Claim.
Although the Claims in Class 5 are currently contingent and unliquidated (i.e.,
such Claimants have not to date proven that the Debtor or its Estate is
liable to the Claimants in any amounts), the Trustee believes that the Class 5
Claimants may possess valid claims against the Debtor arising from the
misconduct of certain Bonneville Insiders and others (as further discussed in
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(18) The Allowed Amount of Claims in Class 5 (i.e., those amounts set forth on
Plan Exhibit "D") constitute a settlement pursuant to, INTER ALIA, 11
U.S.C. Section 502(c) of a contingent or unliquidated Claim. Any Claimant
in Class 5 who objects to such settlement Claim Estimation Amount must
file a written objection with the Bankruptcy Court (and serve a copy on
the Trustee) not later than ten (10) days prior to the start of the
Confirmation Hearing; failure to timely object to the Estimated Amount
of the Claim shall result in the Claimant being deemed to have accepted
the Estimated Claim Amount set forth on Plan Exhibit "D" as the Allowed
Amount. If such an objection to the Estimated Claim Amount is filed by a
Class 5 Claimant, then the Trustee may object to the Claimant's ENTIRE
Claim on any basis (i.e., the Trustee may take the position that the
Claimant has no Allowed Claim of any kind against the Debtor or its
Estate) and the Bankruptcy Court shall subsequently determine, in a
contested matter, the allowable amount, if any, of the Claimant's Class 5
Claim; if such objecting Claimant obtains in the contested matter or a
settlement thereof an Allowed Claim, then such Allowed Claim will be paid
with Plan Common Stock having an estimated value, as determined by the
Bankruptcy Court at the Confirmation Hearing, equal to 100% of such
Allowed Claim.
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this Disclosure Statement); such claims would be for securities, contract, tort
or other causes of action. However, since these are contingent and
unliquidated Claims which are being estimated, settled and compromised as
part of the Plan, Claimants in this Class will have their undisputed Claims
Allowed in the amounts set forth in Exhibit "D" and will receive Plan Common
Stock having an estimated value, as determined by the Bankruptcy Court at the
Confirmation Hearing, equal to 100% of their Allowed Claim (i.e., Class 5 will
receive approximately $5,500,000.00 worth of Plan Common Stock). Class 5
Claimants will not receive prepetition or post-petition interest on such
Allowed Claims. See Section V of this Disclosure Statement for a discussion
concerning the estimated value of the Plan Common Stock and see Section VI, I.
of this Disclosure Statement for a discussion of the Reverse Stock Split.
H. Post-petition Selling Debenture Claims (Class 6).
Such original Claims (with an estimated Disputed Claim Reserve and as
uniformly calculated by the Trustee) total approximately $10,000,000.00, as
generally set forth in Column 1 of Exhibit "E" which is attached to the Plan
and is incorporated herein. Such Claims are for damages arising from or
related to the sale of the Debenture by the Claimant AFTER the Petition Date.
See 11 U.S.C. Section 510(b). The amount of Claims in this Class are
calculated using a single uniform formula for the purpose of determining the
amount of the Claim (regardless of the amount set forth in the Proof of Claim
actually filed by the Claimant). Claims in this Class are calculated for Plan
purposes ONLY in the amount specified herein (see Column 1 of Plan Exhibit
"E"). Specifically, the Claim shall be in the amount of the a) price paid by
the Claimant to purchase the Debenture (such price shall not include any
additional amount paid by the Claimant related to interest which had accrued on
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the Debenture which was added to the net amount of the purchase price when the
Debenture was purchased except that any additional amount paid by the Claimant
related to interest which had accrued on the Debenture on or after by the
Claimant to purchase the Debenture) less b) the amount received by the
Claimant when the Debenture was sold (for purposes of determining the amount
received by the Claimant any additional amount received by the Claimant for
interest which had accrued on the Debenture shall be included in calculating
the amount received). Reasonable commissions or other miscellaneous charges,
if any and only to the extent such were readily determinable from the filed
Proof of Claim or the supporting documentation attached thereto, shall be
included when calculating the Claim. Although the Claims in Class 6 are
currently contingent and unliquidated (i.e., such Claimants have not to date
proven that the Debtor or its Estate is liable to the Claimants in any
amounts), like the Prepetition Selling Debenture Claimants (Class 5), the Post-
petition Selling Debenture Claimants (Class 6) may also have valid Claims
against the Debtor arising from the misconduct of certain Bonneville Insiders
and others (as further discussed in this Disclosure Statement); such Claims
would be for securities, contract, tort or other causes of action.
Accordingly, like Class 5 Claimants, Class 6 Claimants also possess contingent
and unliquidated claims which are being estimated, settled and compromised in
the Plan. However, unlike Class 5 Claimants, it is additionally arguable that
Class 6 Claimants have no remaining Claim against the Debtor or its Estate
because when the post-petition sale of the Debenture occurred each seller
arguably transferred (assigned) their entire Claim to the buyer of the
Debenture and, therefore, the seller no longer retained any Claim of any kind
against the Debtor or its Estate. Concerning this post-petition sale issue,
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the Trustee does not believe that any Bankruptcy Code provision or any
published case resolves this legal question concerning whether such Claimants
still possess a Claim or whether such Claim was entirely transferred when the
Debenture was sold. To settle and compromise (instead of litigate) all of
these issues and the Class 6 Claimants' contingent and unliquidated Claims,
the Plan provides that said Class 6 Claimants will have 70% of their undisputed
original Claims (such original Claims, as uniformly calculated by the Trustee,
being set forth in Column 1 of Plan Exhibit "E") Allowed(19) (Column 2 of Plan
Exhibit "E" reflects the Claimants' original Claim, as uniformly calculated by
the Trustee, Allowed at the 70% level). Class 6 Claimants will receive Plan
Common Stock having an estimated value, as determined by the Bankruptcy Court
at the Confirmation Hearing, equal to 70% of their original undisputed Claim
(i.e., Class 6 will receive approximately $7,000,000.00 worth of Plan Common
Stock). Class 6 Claimants will not receive prepetition or post-petition
interest on such Allowed Claims. See Section V of this Disclosure Statement
for a discussion concerning the estimated value of the Plan Common Stock and
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(19) The Allowed Amount of the Claims in Class 6 (i.e., those amounts set forth
in Column 2 of Plan Exhibit "E") constitute a settlement pursuant to,
INTER ALIA, 11 U.S.C. Section 502(c) of a contingent or unliquidated
Claim. Any Claimant in Class 6 who objects to such settlement Claim
Estimation Amount must file a written objection with the Bankruptcy Court
(and serve a copy on the Trustee) not later than ten (10) days prior to
the start of the Confirmation Hearing; failure to timely object to the
Estimated Amount of the Claim shall result in the Claimant being deemed to
have accepted the Estimated Claim Amount set forth in Column 2 of Plan
Exhibit "E" as the Allowed Amount. If such an objection to the Estimated
Claim Amount is filed by a Class 6 Claimant, then the Trustee may object
to the Claimant's ENTIRE Claim on any basis (i.e., the Trustee may take
the position that the Claimant has no Allowed Claim of any kind against
the Debtor or its estate) and the Bankruptcy Court shall subsequently
determine in a contested matter the allowable amount, if any, of the
Claimant's Class 6 Claim; if such objecting Claimant obtains in the
contested matter or a settlement thereof an Allowed Claim, then such
Allowed Claim will be paid with Plan Common Stock having an estimated
value, as determined by the Bankruptcy Court at the Confirmation
Hearing, equal to 100% of such Allowed Claim.
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Section VI, I. of this Disclosure Statement for a discussion concerning the
Reverse Stock Split.
I. Limited Partner Claims (Class 7).
Such original Claims (with an Estimated Disputed Claim Reserve and as
uniformly calculated by the Trustee) total approximately $2,900,000.00, as set
forth in Column 1 of Exhibit "F" of the Plan. The amount of Claims in this
Class 7 are calculated using a single uniform formula (i.e., the original
purchase price paid by the Claimant to acquire the Claimants' interest in the
limited partnership) for the purpose of determining the amount of the Claim
(regardless of the amount set forth in the Proof of Claim actually filed by the
Claimant). Claims in Class 7 are for damages arising from or related to the
Claimants' investment (purchase of a security) of a limited partnership
interest in Magic Valley Hydroelectric Partners Ltd. 1984. See 11 U.S.C.
Section 510(b). HOWEVER, it is not clear whether Claimants in this Class 7
possess any valid or Allowable Claim against the Debtor because a) it is not
at all clear whether any valid cause of action exists and b) even if a cause of
action did exist it might be barred by legal or equitable doctrines such as the
statute of limitations or laches. Any valid cause of action which might exist
would include the Debtor's alleged failure to obtain "low-flow" insurance for
the Magic Valley hydroelectric project. In early 1992 some of the Claimants
may have waived claims against the Debtor and its Estate (in conjunction with
a settlement approved by the Bankruptcy Court), but such waivers arguably
would not be enforceable because the Claimants may not have known of all the
facts concerning the Magic Valley hydroelectric project or the settlement. In
any event, the Trustee believes that resolution of these contingent and
unliquidated Claims would be expensive and time-consuming, with both the
Claimants and those parties-in-interest objecting to the Claims of the
Claimants having significant risks of litigation (i.e., risk of losing).
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Although the Claims in Class 7 are currently contingent and unliquidated, in
order to settle and compromise (instead of litigate) those legal and factual
issues regarding such Claims, the Plan provides that said Class 7 Claimants
will have twenty-five percent (25%) of their undisputed original Claims (such
original Claims, as uniformly calculated by the Trustee, being set forth in
Column 1 of Plan Exhibit "F") Allowed(20) (Column 2 of Plan Exhibit "F"
reflects the Claimants' original Claims, as uniformly calculated by the
Trustee, Allowed at the 25% level). Class 7 Claimants will receive Plan
Common Stock having an estimated value, as set forth in the Plan, equal to 25%
of their undisputed original Claim (i.e., Class 7 will receive approximately
$725,000.00 worth of Plan Common Stock). Class 7 Claimants will not receive
prepetition or post-petition interest on such Allowed Claims. The Plan is not
intended to interfere with a) any claims or causes of action possessed by the
plaintiffs (or any of them) in the Gordon Action or b) any defenses or other
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(20) The Allowed Amount of the Claims in this Class 7 (i.e., those amounts set
forth in Column 2 of Plan Exhibit "F") constitute a settlement pursuant
to, INTER ALIA, 11 U.S.C. Section 502(c) of a contingent or unliquidated
Claim. Any Claimant in this Class 7 who objects to such settlement Claim
Estimation Amount must file a written objection with the Bankruptcy Court
(and serve a copy on the Trustee) not later than ten (10) days prior to
the start of the Confirmation Hearing; failure to timely object to the
Estimated Amount of the Claim shall result in the Claimant being deemed to
have accepted the Estimated Claim Amount set forth in Column 2 of Plan
Exhibit "F" as the Allowed Amount. If such an objection to the Estimated
Claim Amount is filed by a Class 7 Claimant, then the Trustee may object
to the Claimants' ENTIRE Claim on any basis (i.e., the Trustee may take
the position that the Claimant has no Allowed Claim of any kind against
the Debtor or its Estate) and the Bankruptcy Court shall subsequently
determine in a contested matter the allowable amount, if any, of the
Claimant's Class 7 Claim; if such objecting Claimant obtains in the
contested matter or a settlement thereof an Allowed Claim, then such
Allowed Claim will be paid as an Allowed Class 9 Section 510(b) Equity
Claim.
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rights possessed by the defendants (or any of them) in the Gordon Action.(21)
See Section V of this Disclosure Statement for a discussion concerning the
estimated value of the Plan Common Stock and Section VI, I. of this Disclosure
Statement for a discussion concerning the Reverse Stock Split.
J. Deeply Subordinated Claims (Class 8).
Such Claims total $8,945,000.00, as set forth on Exhibit "G" which is
attached to the Plan and is incorporated herein. Class 8 Claims have been
Allowed by the Court but are subordinated to all other Claims pursuant to
settlement agreements entered into between the Trustee and the respective
Claimants which settlement agreements were approved by the Bankruptcy Court.
The Plan provides that said Class 8 Claims will be Allowed and will receive
Plan Common Stock having an estimated value, as set forth in the Plan, equal
to ten percent (10%) of such Allowed Claims (i.e., Class 8 will receive
$894,500.00 worth of Plan Common Stock). Class 8 Claimants will not receive
prepetition or post-petition interest on such Claims. See Section V of this
Disclosure Statement for a discussion concerning the estimated value of the
Plan Common Stock and see Section VI, I. of this Disclosure Statement for a
discussion concerning the Reverse Stock Split.
K. Section 510(b) Equity Claims (Class 9).
Such Claims (with an estimated Disputed Claim Reserve) total approximately
$33,000,000.00, as generally set forth on Exhibit "H" and in Column 3 of
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(21) The "Gordon Action" means that certain litigation pending in the United
States District Court for the District of Utah, Case No. 93-C-1046W,
entitled JOSEPH GORDON, ET AL. V. CARL T. PETERSON ET. AL.
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Exhibit "I" both of which are attached to the Plan and incorporated herein.(22)
Class 9 Claims arise from or are related to the purchase or sale of the
Existing Common Stock. See 11 U.S.C. Section 510(b). The Trustee believes that
the Class 9 Claimants may have valid claims against the Debtor arising from the
misconduct of certain Bonneville Insiders and others (as further discussed in
this Disclosure Statement); such claims would be for securities, contract, tort
or other causes of action. Although most of the Claims in Class 9 are
currently contingent and unliquidated(23) (i.e., most of such Claimants have
not to date proven that the Debtor or its Estate is liable to the Claimants in
any amounts), in order to settle and compromise such Claims the Trustee's Plan
provides that the Claims specified on Plan Exhibit "H" and Column 3 of Plan
Exhibit "I" are Allowed (unless indicated as "disputed" on said Plan Exhibits)
in the amounts set forth on Plan Exhibit "H" and Column 3 of Plan
Exhibit "I".(24)
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(22) With the inclusion of the Class 10 CIGNA Claim, the total Allowed
Section 510(b) Claims will be approximately $44,000,000.00.
(23) Although most of the Class 9 Claims are contingent and unliquidated, the
Section 510(b) Equity Claims of the 199 participants in the Debtor's ESOP
have been Allowed by the Bankruptcy Court. The Section 510(b) Equity
Claims of the ESOP participants total $984,245.37 as reflected on the Plan
Exhibit "H". As reflected on Plan Exhibit "I", The Church of Jesus Christ
of Latter-Day Saints (the "Church") also possesses an Allowed Class 9
Claim in the sum of $497,144.00 less the value of 42,080 shares of
Existing Common Stock which had been purchased prepetition by the Church
and not sold.
(24) The Allowed Amount of the Claims in Class 9 (i.e., those amounts set forth
on Plan Exhibit "H" and Column 3 of Plan Exhibit "I") constitute a
settlement pursuant to, INTER ALIA, 11 U.S.C. Section 502(c) of a
contingent or unliquidated Claim. Any Claimant in Class 9 who objects to
such settlement Claim Estimation Amount must file a written objection with
the Bankruptcy Court (and serve a copy on the Trustee) not later than ten
(10) days prior to the start of the Confirmation Hearing; failure to
timely object to the Estimated Amount of the Claim shall result in the
Claimant being deemed to have accepted the Estimated Claim Amount set
forth on Plan Exhibit "H" or in Column 3 of Plan Exhibit "I" as the Allowed
Amount. If such an objection to the Estimated Claim Amount is filed by a
Class 9 Claimant, then the Trustee may object to the Claimant's ENTIRE
Claim on any basis (i.e., the Trustee may take the position that the
Claimant has no Allowed Claim of any kind against the Debtor or its Estate)
and the Bankruptcy Court shall subsequently determine in a contested
matter the allowable amount, if any, of the Claimant's Class 9 Claim; if
such objecting Claimant obtains in the contested matter or a settlement
thereof an Allowed Claim, then the Claimant will receive distributions
(Plan Common Stock) based upon such Allowed Claim in accordance with
Article 4.2(i) of the Plan.
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The amount of Claims in this Class 9 are calculated using a single uniform
formula for the purpose of determining the Allowed Amount of the Claim
(regardless of the amount of the Claim set forth in the Proof of Claim actually
filed by the Claimant). Claims in this Class are to be Allowed ONLY in the
undisputed amount specified on Plan Exhibit "H" and in Column 3 of Plan
Exhibit "I". Specifically, the Allowed Claim shall be in the amount of a) the
price paid by the Claimant to purchase the Existing Common Stock b) less the
amount received by the Claimant when such Existing Common Stock was sold.
Reasonable commissions (or other miscellaneous charges) if any and only to the
extent such were readily determinable from the filed Proof of Claim or the
supporting documentation attached thereto, will be a) added to the purchase
price of the subject Existing Common Stock when calculating the price paid by
the Claimant to purchase the Existing Common Stock, and b) subtracted from the
sales price received by the Claimant when the Existing Common Stock was sold.
For purposes of calculating the above "amount received by the Claimant
when such Existing Common Stock was sold", if the Claimant was the owner of
such shares of Existing Common Stock at the time of the filing of its Proof of
Claim, then the "amount received" for purposes of determining the Allowed
Amount of the Claimants' Class 9 Claim shall be either a) the sales price
(after deducting for commissions and other sale costs if such were readily
determinable from the sales documentation provided to the Trustee) at which
the Claimant sold the subject Existing Common Stock (provided the Claimant has
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given the Trustee written evidence of such sale before the filing of the Plan)
or b) if the Claimant has not so provided the Trustee with written evidence of
the sale price (or has not sold the subject stock), then at the per share value
of the Plan Common Stock as determined by the Bankruptcy Court at the
Confirmation Hearing (i.e., between $1.93 and $2.36 for each share of Existing
Common Stock). Plan Exhibit "I" reflects the Allowed (unless listed as
disputed) Section 510(b) Equity Claims in Class 9 where the Claimant has not
provided the Trustee with written evidence of the sale price of the Existing
Common Stock and Plan Exhibit "H" reflects the Allowed (unless listed as
disputed) Section 510(b) Equity Claims in Class 9 where the Claimant has
provided the Trustee with such written evidence of the sale price of the
Existing Common Stock. In light of the estimated value of the Existing Common
Stock (i.e., between $1.93 and $2.36 per share), for purposes of Class 9 Claim
calculation (i.e., the Claimant's original claim as uniformly calculated by the
Trustee as set forth in Column 1 of Plan Exhibit "I", less the estimated value
of the Existing Common Stock as will be reflected in Column 2 of Plan
Exhibit "I"), any Class 9 Claimant who purchased its Existing Common Stock for
less than the aforesaid estimated value of the Existing Common Stock is Allowed
no Class 9 Claim against the Estate and, therefore, in that instance, the
Claimant's Class 9 Claim in Column 3 of Plan Exhibit "I" is listed at zero
(i.e., such Claimant is not Allowed a Class 9 Claim against the Estate because
the Claimant has suffered no damages in that the Claimant paid less to
acquire the Existing Common Stock than the current estimated value of such
Existing Common Stock).
All of the Allowed Class 9 Claims (as set forth on Plan Exhibit "H" and
Column 3 of Plan Exhibit "I") will be combined with the Class 10 CIGNA Claim
and such combined Classes will divide on a Pro Rata basis 11,686,723 shares of
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Plan Common Stock. Depending on the value determined by the Bankruptcy Court
at the Confirmation Hearing of the Plan Common Stock, the Claimants in Class 9
will each receive, pursuant to the Plan, Plan Common Stock having an estimated
value of between approximately 51% and 63% of each Claimant's Allowed Class 9
Claim. See Section V of this Disclosure Statement for a discussion concerning
the estimated value of the Plan Common Stock and Section VI, I. of this
Disclosure Statement for a discussion concerning the Reverse Stock Split.
L. CIGNA Claim - Class 10.
The Allowed CIGNA Claim will be treated as an Allowed Section 510(b)
Equity Claim in the amount of eleven million dollars ($11,000,000.00). Said
Class 10 CIGNA Claim shall be combined with the Class 9 Allowed Section 510(b)
Equity Claims and such combined Classes (9 and 10) will receive 11,686,723
shares of Plan Common Stock to be Pro Rata divided among the Claimants in such
Classes. Depending on the value determined by the Bankruptcy Court at the
Confirmation Hearing of the Plan Common Stock, the Claimant in Class 10 will
receive, pursuant to the Plan, Plan Common Stock having an estimated value of
between 51% and 63% of its Allowed $11 million Section 510(b) Equity Claim.
See Section V of this Disclosure Statement for a Discussion concerning the
estimated value of the Plan Common Stock and see Section VI, I. of this
Disclosure Statement for a discussion concerning the Reverse Stock Split.
M. Equity Interests (Existing Common Stock) (Class 11).
For a discussion of the current common stock ownership of Bonneville
(Class 11 in the Plan), including the Existing Common Stock held by the
Trustee, see Section VI, D. of this Disclosure Statement. Pursuant to the
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Plan, the Class 11 Interestholders will retain the 11,686,723 shares of
Existing Common Stock and the Interestholders' legal, equitable and contractual
rights to which such Interest in the Reorganized Debtor entitles the holder of
such Interest in the Reorganized Debtor shall be unaltered. As part of the
Plan, the 9,476,344 shares of Existing Common Stock held by the Trustee and
the 211,933 shares of stock held by the Debtor shall, upon the Effective Date,
be delivered to the Reorganized Debtor and canceled. The estimated value of
each share of the Existing Common Stock to be retained by the Class 11
Interestholders is the same as the estimated value of each share of Plan Common
Stock (i.e., between $1.93 and $2.36 per share); the estimated value of the
Plan Common Stock will be determined by the Bankruptcy Court at the
Confirmation Hearing. See Section V of this Disclosure Statement for a
discussion concerning the estimated value of the Plan Common Stock and see
Section VI, I. of this Disclosure Statement for a discussion concerning the
Reverse Stock Split.
N. Discretionary Notes and Halcyon Payment.
In order to provide the Estate with sufficient Cash on hand to make all of
the Cash payments required pursuant to the Plan, the Trustee negotiated with
two (2) of the largest Claimants in Class 4 (Halcyon and CoMac) a provision
that if the Trustee (in his discretion) deems it appropriate such Claimants
would take promissory notes totaling up to $3.25 million in lieu of a portion
of the Cash to which such Claimants would otherwise receive by reason of their
Class 4 Claims. Specifically, in lieu of a portion of the Cash distributions
to which said Claimants are entitled as set forth in Article 4.2(d) of the
Plan, said Claimants agreed, as permitted by Section 1123(a)(4) of the
Bankruptcy Code, to accept promissory notes, in the form set forth on Plan
Exhibit "I", in equal amounts totaling up to $3.25 million (up to $1,612,500.00
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<PAGE>
each). It shall be in the Trustee's sole and absolute discretion to determine,
at the Distribution Date, whether to pay said Claimants' Class 4 Claims wholly
in Cash or to pay said Claimants' Class 4 Claims partly in Cash and partly
with the Discretionary Notes (which notes shall collectively total not less
than $500,000.00 and not more than $3,250,000.00). If the Trustee does elect
to pay said Claimants' Class 4 Claims in part with the Discretionary Notes,
then i) Halcyon will receive one of the Discretionary Notes and the Cash to
which Halcyon would have otherwise been entitled pursuant to Article 4.2(d) of
the Plan will be proportionately reduced and ii) CoMac will receive one of the
Discretionary Notes and the Cash to which CoMac would have otherwise been
entitled pursuant to Article 4.2(d) of the Plan will be proportionately
reduced. The Discretionary Notes, if issued, will be delivered by the Trustee
to the Indenture Trustee and the Indenture Trustee will then deliver the
Discretionary Notes to Halcyon and CoMac in partial satisfaction of the Cash
payment to which Halcyon and CoMac would have otherwise been entitled pursuant
to Article 4.2(d) of the Plan. The Discretionary Notes will bear simple
interest at the rate of ten percent (10%) per annum from the Distribution Date
until they are paid in full. The Discretionary Notes, with all accrued
interest thereon, will be payable in full in one lump sum one (1) year after
the Distribution Date. The Discretionary Notes may be prepaid, in whole or in
part, at any time without penalty, with any payments first being applied to
accrued interest and the balance to the reduction of principal. All payments
on the Discretionary Notes shall be made by the Reorganized Debtor directly to
the holders of the Discretionary Notes. Until the Discretionary Notes are paid
in full, the Reorganized Debtor may not incur debt other than trade debt in the
ordinary course of business; this limitation applies only to the Reorganized
Debtor and does not apply to any of the Reorganized Debtor's Subsidiaries. In
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<PAGE>
addition to all other distributions to which Halcyon is entitled pursuant to
the Plan, at the Distribution Date the Trustee shall pay to Halcyon the sum of
four hundred thousand dollars ($400,000.00) in Cash as a settlement of
Halcyon's Claim, pursuant to its loan documents, for post-petition attorneys'
fees. No other Claim by any Claimant in Classes 1 through 11 for post-petition
attorneys' fees shall be Allowed .
O. Impaired (Class 5 through 10) and Unimpaired (Class 1 through 4 and 11)
Classes.
Section 1124 of the Bankruptcy Code defines when a class of claims or
interests is impaired. Section 1124 was amended in 1994, but such amendments
are not applicable to the Debtor's Reorganization Case. Pursuant to
Section 1124(3), the Plan treats Classes 1 through 4 as unimpaired because
Claimants in such Classes will receive, pursuant to the Plan, Cash at the
Effective Date in the full amount of each Claimant's Allowed Claim. Pursuant
to Section 1124(1), Class 11 is not impaired as each Interestholder is
retaining its Existing Common Stock and the Interestholders' legal, equitable
and contractual rights to which such Interest in the Reorganized Debtor
entitles the holder of such Interest in the Reorganized Debtor is unaltered by
the Plan. Classes 5 through 10 are impaired by the Plan as their respective
Claims are not being paid in full in Cash.
V. ESTIMATED VALUATION OF PLAN COMMON STOCK
As set forth in Section III of this Disclosure Statement, the estimated
value of Bonneville's assets (as of December 31, 1997) is approximately
$219,984,326.00. In order to pay Classes 1 through 4 (sometimes herein
referred to as the "Senior Claimants") as set forth in the Plan (as of
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<PAGE>
December 31, 1997),(25) the Trustee estimates that $145,745,161.00 in Cash (or
Discretionary Notes) distributions will be made to the Senior Claimants as
follows:
Type of Payment Approximate
Amount
Class 1 (Other Priority Claims) $4,366
Class 2 (Bank Debt Claims) 31,512,340
Class 3 (Trade and Other Claims) 3,750,000
Class 4 (Current Debenture Claims) 64,750,169
Post-petition Interest to December 31, 1997 and Halcyon
Payment (see footnote 25) 45,728,286
Total Payments to Senior Claimants $145,745,161
After all distributions to the Senior Claimants in Classes 1 through 4, BUT
BEFORE PAYMENT OF ALLOWED ADMINISTRATIVE CLAIMS, the remaining net worth of the
Debtor (assets estimated of $219,984,326.00 less distributions to Senior
Claimants estimated at $145,745,161.00) is approximately $74,239,165.00.
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(25) Although the Plan will not be considered for confirmation until well after
the December 31, 1997 date used by the Trustee in calculating the current
Cash held by the Estate (see Section III of this Disclosure Statement) and
the amounts of Cash which will be distributed to the Senior Claimants
pursuant to the Plan (see above, even though such Senior Claimants will
receive interest through the Distribution Date), the Trustee anticipates
that the Cash held by the Estate as of December 31, 1997 (approximately
$150 million) will earn interest (at a rate estimated to average in excess
of 5% per annum) on and after January 1, 1998 in approximately the same
amount as the interest on the Senior Claimants' (Classes 1 through 4)
$100 million in prepetition Claims will accrue interest on and after
January 1, 1998 since the "blended rate" of interest payable on the Senior
Claimants' $100 million in prepetition Claims as set forth in the Plan is
approximately 7.50% per annum. Hence, since the interest to be earned by
the Estate after January 1, 1998 should be approximately the same as the
interest to be paid to Senior Claimants after January 1, 1998, the figures
set off one another and, therefore, no adjustment in the figures used in
this Section V needs to be made due to the interest to be earned by or to
be paid by the Estate for period after January 1, 1998.
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<PAGE>
In order to pay Classes 5 through 8 as provided in this Plan, of the
remaining approximately $74,239,165.00 available after paying Classes 1 through
4, approximately $14,119,500.00 worth of Plan Common Stock must be paid to
Classes 5 through 8 which figure is calculated as follows:
Class (and its Plan Distribution) Approximate Value of the Plan
Common Stock to be Distributed
Class 5 (100% of Allowed Claim) $ 5,500,000.00
Class 6 (70% of Original Claim) 7,000,000.00
Class 7 (25% of Original Claim) 725,000.00
Class 8 (10% of Allowed Claim) 894,500.00
Total Estimated Value of Plan Common Stock to
Classes 5 through 8 $14,119,500.00
Concerning unpaid Administrative Claims, as discussed in Section IV, C. of
this Disclosure Statement, the Trustee currently estimates that such
Administrative Claims (through the Effective Date) could be as low as five
million dollars ($5,000,000.00) (hereafter the "Low Range") or as high as
fifteen million dollars ($15,000,000.00) (hereafter the "High Range").(26)
In order to set the estimated value of the Plan Common Stock for purposes of
the Plan, the Bankruptcy Court will have to estimate, at the Confirmation
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(26) This estimate should be revised downwards as the Estate pays
Administrative Claims, particularly professional fees. For example, see
footnote 15 herein. However, the estimate could also have to be revised
upwards if the Estate were to incur additional post-petition tax
liabilities as generally discussed in Section IV,C.2. of this Disclosure
Statement or if the Estate incurs unanticipated additional costs in
connection with the Trustee's efforts to confirm this Plan.
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Hearing, the amount of the Administrative Claims that will be paid by the
Estate.
If the Administrative Claims are estimated by the Bankruptcy Court at the
Low Range ($5 million), then the estimated value of the Plan Common Stock would
be approximately $2.36 per share and, therefore, Classes 5 through 8 would
receive approximately 5.98 million shares of Plan Common Stock before the
Reverse Stock Split. In explanation, if Allowed Administrative Claims total
$5 million, then the Estate, after payment of such Administrative Claims and
Classes 1 through 4, would have a remaining value of approximately
$69,239,165.00 to be divided among Classes 5 through 11; therefore, Classes 5
through 8 would receive approximately 5.98 million shares of Plan Common Stock
(the approximately $14,119,500.00 payable to Classes 5 through 8 divided by
approximately $2.36 per share), Classes 9 and 10 would receive 11,686,723 of
Plan Common Stock and Class 11 would retain its 11,686,723 shares of Existing
Common Stock, for a total of approximately 29.35 million shares of issued
common stock of the Reorganized Debtor(27) (after the Reverse Stock Split there
would be approximately 7.34 million shares of issued common stock in the
Reorganized Debtor).
If the Administrative Claims are estimated by the Bankruptcy Court at the
High Range ($15 million), then the estimated value of the Plan Common Stock
would be approximately $1.93 per share and, therefore, Classes 5 through 8
would receive approximately 7.32 million shares of Plan Common Stock before
the Reverse Stock Split. In explanation, if Allowed Administrative Claims
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(27) Bonneville's existing corporate documents authorize it to issue up to
fifty million (50,000,000) shares of its common stock.
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<PAGE>
total $15 million, then the Estate, after payment of such Administrative Claims
and Classes 1 through 4, would have a remaining value of $59,239,165.00 to be
divided among Classes 5 through 11; therefore, Classes 5 through 8 would
receive approximately 7.32 million shares of Plan Common Stock (approximately
$14,119,500.00 divided by approximately $1.93 per share), Classes 9 and 10
would receive 11,686,723 of Plan Common Stock and Class 11 would retain its
11,686,723 shares of Existing Common Stock, for a total of approximately 30.69
million shares of issued common stock of the Reorganized Debtor(27) (after the
Reverse Stock Split there would be approximately 7.67 million shares of issued
common stock in the Reorganized Debtor).
The following table summarizes the various estimated calculations (as set
forth above in this Section V) which form the basis for the estimate of the
value of the Plan Common Stock as set forth in this Disclosure Statement; the
value of the Plan Common Stock will be established by the Bankruptcy Court at
the Confirmation Hearing.
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<TABLE>
<CAPTION>
LOW RANGE HIGH RANGE
(Administrative (Administrative
Claims) Claims)
<S> <C> <C>
$219,984,326 Total estimated assets (Section III of this $219,984,326
Disclosure Statement)
($145,745,161) Less estimated Plan distributions to Classes ($145,745,161)
1 through 4
$74,239,165 Remaining balance of assets after estimated $74,239,165
Plan distributions to Classes 1 through 4
($5,000,000) Less estimated amount for payment for ($15,000,000)
(Low Range) Administrative Claims (High Range)
($14,119,500) Less estimated Plan distributions (Plan ($14,119,500)
Common Stock) for payment to Classes 5
through 8
$55,119,665 Remaining balance of assets available for $45,119,665
Classes 9, 10 and 11 after estimated Plan
distributions to Administrative Claimants
and Classes 1 through 8
$2.36 per share Remaining balance of assets divided by $1.93 per share
23,373,446 shares of stock (11,686,723
shares of Plan Common Stock to Classes 9
and 10 and 11,686,723 shares of Existing
Common Stock retained by Class 11)
63% Approximate percentage return to Classes 9 51%
and 10 (11,686,723 shares of Plan Common
Stock times above per share stock price
divided by $44 million in estimated Allowed
Claims in Classes 9 and 10)
5.98 million Approximate number of shares of Plan Common 7.32 million
shares Stock issued to Classes 5 through 8 at above shares
per share price (to satisfy $14,119,500 in
distributions)
29.35 million Approximate total number of shares of common 30.69 million
shares stock in the Reorganized Debtor before the shares
Reverse Stock Split (above number of shares
for Classes 5 through 8 plus 11,686,723
shares to Classes 9 and 10 and 11,686,723
shares retained by Class 11 (after the
Reverse Stock Split the number of shares of
common stock in the Reorganized Debtor would
be reduced by 75%)
</TABLE>
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<PAGE>
IT IS POSSIBLE THAT THE BANKRUPTCY COURT WILL ESTIMATE, AT THE
CONFIRMATION HEARING, THE ALLOWED ADMINISTRATIVE CLAIMS AT SOMEWHERE IN BETWEEN
THE LOW RANGE ($5 MILLION) ANT THE HIGH RANGE ($15 MILLION). In that event,
the number of shares of Plan Common Stock to be issued to Classes 5 through 8
in order to satisfy the approximately $14,119,500.00 worth of value (in the
form of Plan Common Stock) to be distributed to such Classes will be adjusted
accordingly (with the range being from approximately 5.98 million shares to
7.32 million shares before the Reverse Stock Split) and, THEREFORE, THE
ESTIMATED VALUE OF THE PLAN COMMON STOCK WILL ALSO BE ADJUSTED ACCORDINGLY
(with the range being from approximately $1.93 per share to $2.36 per share).
Neither the Trustee, his Professionals, the Estate, the Debtor, current
management, nor the Reorganized Debtor know at what price the Reorganized
Debtor's common stock (i.e., both the Existing and the Plan Common Stock after
the Reverse Stock Split) will trade if the Reorganized Debtor's common stock
trades on a publicly recognized market. The values used herein (except for
Cash) are estimates only and are included herein only for purposes of the Plan
and are not an indication of the stock market value of the Debtor (or the
Reorganized Debtor), either currently or subsequent to the Confirmation of the
Plan. Neither the Trustee, his Professionals, the Estate, the Debtor, current
management, nor the Reorganized Debtor make any representation or warranty of
any kind whatsoever, express or implied, regarding the value of the Plan Common
Stock issued under the Plan. While the Trustee and the Reorganized Debtor will
exercise reasonable efforts to attempt to list the Reorganized Debtor's common
stock on the NASDAQ National Market System or the NASDAQ Small Cap Market,
there can be no assurance that the Reorganized Debtor's common stock will
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actually trade or, if the Reorganized Debtor's common stock does trade, that
it will trade at or near a price equal to the levels estimated herein.(28)
In order to facilitate the trading of the common stock of the Reorganized
Debtor, as soon as practicable (as determined by the Trustee) after the
Effective Date there will be a Reverse Stock Split so that for every four (4)
shares of Existing Common Stock or Plan Common Stock there will be one (1)
share of common stock in the Reorganized Debtor. For a discussion of the
Reverse Stock Split and the minimum stock prices required for listing by
NASDAQ, see Section VI, I. of this Disclosure Statement.
VI. FURTHER DISCUSSION OF THE TERMS OF THE PLAN
A. Further Discussion Concerning Current Debenture Claims (Class 4).
Class 4 (Current Debenture Claims) is owed, as of the Petition Date,
$64,750,168.95 as specified in the Proof of Claim (No. 146) filed by the
Indenture Trustee (Norwest Bank of Minnesota, N.A.). This Claim will be paid
in full in Cash. Pursuant to Article 4.3(c) of the Plan, this Allowed
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(28) The valuation of any equity securities such as the Plan Common Stock is
subject to uncertainties and contingencies, all of which are difficult to
predict. Actual market prices of the Reorganized Debtor's common stock
following the Distribution Date (and after the Reverse Stock Split) will
depend upon, among other things, the prices at which shares of companies
in the same or similar lines of business then trade relative to the
earnings of those companies, conditions in the financial markets, the
anticipated initial securities-holding period of creditors, some of whom
may prefer to liquidate their investment rather than hold it on a long-
term basis, and other factors that generally influence the prices of
securities. Actual market prices of the Reorganized Debtor's common stock
(after the Reverse Stock Split) may also be affected by the Debtor's
history in Chapter 11 and/or by other factors not possible to predict.
Accordingly, the value established by the Bankruptcy Court at the
Confirmation Hearing for the Plan Common Stock does not purport to be an
estimate of the post-reorganization market trading value of the
Reorganized Debtor's common stock after the Reverse Stock Split. Such
trading value (after the Reverse Stock Split) may be materially different
from the value discussed herein or that established by the Bankruptcy
Court at the Confirmation Hearing.
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<PAGE>
Class 4 Claim will also receive post-petition interest from the Petition Date
to the Distribution Date at the simple rate (without compounding) of 7.32% per
annum. Also see Article 4.4 of the Plan and Section VI, N. of this Disclosure
Statement.
The Indenture Trustee will be responsible for ascertaining the Persons
entitled to receive the Cash being distributed to the Indenture Trustee for the
benefit of the holders of the Debentures entitled to receive payment in respect
to their Allowed Debenture Claim as provided in the Plan. Specifically, the
Indenture Trustee's Claim will be paid to the Indenture Trustee as set forth
in the Plan; no distributions shall be made by the Estate, the Trustee or the
Reorganized Debtor directly to the holders of the Debenture Claims deemed to be
entitled to payment in respect of their Allowed Debenture Claims and
Confirmation of the Plan will disallow the Claim of any holders (to the extent
the Bankruptcy Court has not previously disallowed such Claims of the
beneficial holders). All Allowed post-petition fees and/or costs of the
Indenture Trustee shall be paid as an Administrative Claim subject to the
application by the Indenture Trustee to the Bankruptcy Court and Allowance of
any such Administrative Claim by the Bankruptcy Court after notice and hearing.
All prepetition unpaid fees and/or costs of the Indenture Trustee as set forth
in Claim No. 146, with interest thereon as provided in Article 4.3(c) of the
Plan, shall be paid to the Indenture Trustee out of the distributions made to
the Indenture Trustee pursuant to Article 4.2(d) and pursuant to Article 4.3(c)
of the Plan.
While the Debentures are arguably contractually subordinated to payment of
Class 2 Bank Debt, since Bank Debt is being paid in full with post-petition
interest (see Article 4.3(b) of the Plan), this subordination provision is not
relevant. Even if such subordination provision were an issue, it is the
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Trustee's belief that the Debentures would probably not be subordinated to the
post-petition interest allegedly owed on the Bank Debt because of the
judicially recognized doctrine known as the "Rule of Explicitness". In any
event, since Claims in Class 2 are being paid in full with post-petition
interest, the Plan, at Article 4.2(b), provides that Claimants in Class 2 will
have no claim or causes of action against the Indenture Trustee or any other
Creditors (relating to the Bank Debt), including Claimants in Classes 4, 5 and
6.
The Debentures were convertible into the common stock of the Debtor at a
conversion price of approximately $11.59 per share of Existing Common Stock.
Since the value of the Existing Common Stock is far less than this conversion
price, the conversion feature of the Debentures has no value. The conversion
feature (option) will terminate upon Confirmation of the Plan.
B. Further Discussion Concerning Deeply Subordinated Claims (Class 8).
Such Claims, which total $8,945,000.00, are subordinated to all other
Claims pursuant to settlement agreements entered into between the Trustee and
the respective Claimants which agreements were approved by the Bankruptcy Court.
For example, the 1994 Settlement Agreement between the Trustee and Fuji Bank
provided:
The [Fuji] Bank shall be allowed an unsecured claim in the amount of Four
Million Dollars ($4,000,000.00) which claim is subordinated and inferior
in payment priority to all other claims against the estate of any kind
whatsoever, including, but not limited to, late filed claims, subordinated
debenture holder claims, equity claims, claims of equity holders or
subordinated debenture holders who have sold their stocks or bonds and
claims which have been subordinated pursuant to 11 U.S.C. Section 510(b).
The claim of the Bank provided for in this paragraph shall be in parity
with other claims subordinated by stipulation by the claimant and the
Trustee in a manner similar to the claim of the Bank.
The Fuji Bank Claim has now been assigned.
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Although the Class 8 Claims are inferior to all other Claims against the
Estate, an argument can be made that the Class 8 Claims are superior to, or on
parity with, current equity interests (Class 11). However, in order to
compromise and settle such issue (instead of litigate), the Plan provides that
said Class 8 Claims will receive Plan Common Stock having an estimated value,
as set forth in the Plan, equal to ten percent (10%) of such Allowed Claims
(i.e., Class 8 Claimants will receive $894,500.00 worth of Plan Common Stock)
to be Pro Rata divided among the Class 8 Claimants.
C. CIGNA Claim (Class 10).
The CIGNA Claim (which has now been assigned to a joint venture consisting
of Wellhead Electric Co. Inc. and Frank Klepetko) arose from the Debtor's
involvement in a gas fired power plant located in Lehi, Utah. CIGNA's original
Claim was Claim No. 136 in the amount of $11,517,569.45. In the
December 20, 1993 Settlement Agreement between the Trustee and CIGNA (which was
approved by the Bankruptcy Court on February 1, 1994) the parties agreed that
CIGNA would have an Allowed Claim as set forth in paragraph 3 of the Settlement
Agreement which provided as follows:
CIGNA shall be allowed an unsecured claim in the amount of ten million
dollars ($10,000,000.00) which claim is subordinated and inferior in
payment priority to (except as otherwise specified in the following
sentence) all other general unsecured claims against the estate including,
but not limited to, late filed claims, subordinated debenture holder
claims and those creditors having claims arising from the purchase or sale
of such subordinated debentures. Provided, however, the claim of CIGNA
as specified in this paragraph shall be on parity with equity claims and
the creditors having claims arising from the purchase or sale of common
stock.
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<PAGE>
As set forth in the above language, it was the Trustee's intent that the CIGNA
Claim be on parity with Section 510(b) Equity Claims; therefore, the CIGNA
Claim is combined, for distribution purposes, with the Class 9 Section 510(b)
Equity Claims.
However, the past and current holders of the CIGNA Claim have asserted,
based upon a number of arguments,(29) that the CIGNA Claim should not be
classified with Class 9 Section 510(b) Equity Claims because of the unique
nature in which such Claim arose; i.e., the holders of the CIGNA Claim argue
that the CIGNA Claim is different from the Class 9 Claims and, therefore, the
CIGNA Claim is entitled to additional distributions from the Estate. In order
to settle and compromise this dispute (as well as to settle and compromise the
current holder of the CIGNA Claim asserted "substantial contribution" Claim and
other Claims), the Trustee and such current holder of the CIGNA Claim have
agreed (in the December 31, 1997 Conditional Letter Agreement) that the CIGNA
Claim would be treated as an eleven million dollar ($11,000,000.00) Allowed
Claim and then combined with the Class 9 Section 510(b) Equity Claims for Plan
distribution purposes in accordance with Article 4.2 of the Plan.
D. Equity Interests (Existing Common Stock) (Class 11).
As of the Petition Date the Trustee estimates that there were
approximately 21,375,000 shares of issued Existing Common Stock, of which
211,933 shares were held by the Debtor as treasury stock. During the Trustee's
tenure he has reached various settlements which have resulted in a net of
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(29) The past and current holders of the CIGNA Claim argued, among other
things, that the December 20, 1993 settlement between the Trustee and
CIGNA did not subordinate the CIGNA Claim to post-petition interest Claims
of Senior Creditors and, therefore, a hybrid of the "Rule of Explicitness"
prevented the CIGNA Claim from being so subordinated.
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9,476,344 shares being transferred to the Trustee. Such transferred shares
were received by the Trustee from the following:
TRANSFEROR NUMBER OF SHARES
Portland General 7,842,067
L. Wynn Johnson 493,766
Robert Wood 444,265
Raymond Hixson 273,987
Deedee Corradini 205,366
Westinghouse 190,000
Robert Pratt 101,733
Jack Dunlop 160
TOTAL 9,551,344
Seventy-five thousand (75,000) shares of stock received by the Trustee were
used, with Bankruptcy Court approval, in 1997 to remedy a stock imbalance
created by Jack Dunlop (an insider of Bonneville) relating to a 75,000 share
"lost" stock certificate which was in fact not lost; accordingly, the net
shares received by the Trustee currently total 9,476,344. As part of the
settlement and compromise reflected in the Plan, all of the treasury stock and
all of the remaining stock held by the Trustee will be canceled on the
Effective Date, therefore, leaving 11,686,723 of remaining Existing Common
Stock before the Reverse Stock Split.
Portland General owns two million (2,000,000) shares of Existing Common
Stock pursuant to the September 9, 1996 Settlement Agreement between the
Trustee and Portland General, which Settlement Agreement was approved by the
Bankruptcy Court. Pursuant to such Settlement Agreement (paragraph 2),
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Portland General has agreed to cooperate with the Trustee in the reorganization
of Bonneville. The Settlement Agreement also provides for certain restrictions
on Portland General's ability to transfer its shares.
On April 22, 1997 investment partnerships affiliated with Wexford
Management LLC announced that they had filed a Schedule 13D with the Securities
and Exchange Commission reflecting that such partnerships had acquired
752,500 shares of the Debtor at a total cost of $602,592.00.
In October of 1997 persons or entities affiliated with C. Derek Anderson
and Plantagenet filed a Schedule 13D with the United States Securities and
Exchange Commission reflecting that such persons or entities had acquired
586,300 shares at a total cost of approximately $768,000.00. On or about
March 25, 1998 the Schedule 13D was amended to reflect additional shares
purchased by the Plantagenet entities. According to the amended Schedule 13D,
it appears that as of approximately March 20, 1998 C. Derek Anderson, Patricia
Love Anderson, John Zappettini, Anderson Capital Management Inc., Plantagenet
Capital Management, L.L.C., Plantagenet Capital Partners, L.P., and Plantagenet
Capital Funds, L.P. collectively own 912,300 shares of the Existing Common
Stock which the Trustee estimates was acquired for a total purchase price of
$1,352,719.60. In the Schedule 13D filed by the Anderson/Plantagenet persons
or entities, such persons or entities calculate their percentage ownership
interest in Bonneville based upon 11.6 million shares of Existing Common Stock
instead of the higher number of shares of Existing Common Stock discussed in
the first paragraph of this Section VI, D. of this Disclosure Statement.
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E. Post-Petition Interest (Classes 1, 2, 3 and 4).
Senior creditors (i.e., those in Classes 2, 3 and 4) have argued that
a) Bank (Class 2) and Trade (Class 3) debt should receive post-petition
interest at the "default" rate specified in their various agreements with the
Debtor (such rates would likely range from 9% to 18% or more) and b) the
Debenture Claimants should receive interest at the 7 3/4% rate set forth in the
Debenture compounded semiannually from August 15, 1991 (the date of the last
interest payment by the Debtor on the Debentures; with such compounding the
effective yield on the Debenture would be approximately 9.4% per annum if
calculated as simple interest). At a minimum, the senior creditors argue that
they are entitled to post-petition interest at their respective contract (non-
default) rate; such non-default contract rates would be on average more than 8%
per annum on the Bank Debt, 7 3/4% per annum on the Debentures and various
different per annum rates on the Trade Debt.
Some junior creditors or equity holders (particularly those in Classes 9,
10 and 11) have argued, using various theories (e.g., their various
interpretations of Section 510(b), Section 726(a)(5), the "Rule of
Explicitness", NEW VALLEY, 168 B.R. 73, etc.), that senior creditors should
receive little, if any, post-petition interest or that such interest should
be paid only when the Estate allegedly became "solvent" by reason of litigation
recoveries.(30) An adversary proceeding, ANDERSON V. HALCYON, A.P.
No. 97PA-2396, wherein an Interestholder, C. Derek Anderson, filed a
declaratory complaint against Halcyon seeking a declaration limiting the amount
of post-petition interest to be paid to senior creditors, was dismissed
without prejudice on or about March 30, 1998 (with the order entered on
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(30) If all Claims in Classes 1 through 10 were fully Allowed and were entitled
to receive post-petition interest at the Federal Judgement Rate or some
other reasonable rate from the Petition Date, then the Debtor's estate
would NOT be solvent.
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April 15, 1998) with the Bankruptcy Court ruling that the post-petition
interest rate issue would be considered in the Plan confirmation process.
The Trustee and some of his Professionals have researched this post-
petition interest issue and have carefully considered the arguments made by
both the junior and senior creditors. The Debtor's reorganization proceeding
presents an unusual set of facts; i.e., it is unusual for a debtor such as
Bonneville, that was to a large degree an instrument used by certain Insiders
to improperly raise money from the public in the form of equity and to incur
large (and unpayable) debts to financial institutions and the holders of the
Debentures, to now have enough assets (the majority of which were generated
through litigation settlements) to not only pay "senior" creditors in full,
but also to be able to make distributions to subordinated Claims such as those
in Classes 5 through 10 and permit Interestholders (Class 11) to retain their
interest in Bonneville.
The Trustee believes under the unique factual circumstances and equities
of Bonneville's Chapter 11 case that it is appropriate that some interest be
paid to senior unsecured creditors because to do otherwise would result in the
illogical conclusion that senior creditors would receive substantially less
in this six year old Chapter 11 case than they would receive if the Chapter 11
case were converted to one under Chapter 7. CF. 11 U.S.C. Sections 726(a)(5)
and 1129(a)(7). In order to Confirm the Plan, the Bankruptcy Court must find
that the Plan is proposed in good faith. 11 U.S.C. Section 1129(a)(3). Good
faith is not defined in the Bankruptcy Code. It is generally held that a plan
is proposed in good faith if there is a reasonable likelihood that the plan
will achieve a result consistent with the objectives and purpose of the
Bankruptcy Code. A further refinement of the test for whether a plan is
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proposed in good faith is found in the notion that the plan must provide for
fundamental fairness in dealing with creditors.
One of the alternatives considered by the Trustee for payment of post-
petition interest to the senior creditors issue was to pay interest at the
Federal Judgment Rate proscribed by 28 U.S.C. Section 1961. The Federal
Judgment Rate on the Petition Date (December 5, 1991) was 4.98% per annum,
compounded annually. With this annual compounding the effective rates of
interest (if interest to senior creditors were calculated on the Federal
Judgment Rate and if distributions from the Estate were delayed for years
while the competing groups of creditors and/or Interestholders litigated with
one another over the post-petition interest issue) would be approximately as
follows:
Period Starting Approximate Effective Rate of Interest for
the Subject Year Period
December 5, 1991 4.98%
December 5, 1992 5.23%
December 5, 1993 5.49%
December 5, 1994 5.76%
December 5, 1995 6.05%
December 5, 1996 6.35%
December 5, 1997 6.67%
December 5, 1998 7.00%
December 5, 1999 7.35%
December 5, 2000 7.71%
December 5, 2001 8.10%
December 5, 2002 8.50%
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After considering the arguments of all parties, after studying the
Bankruptcy Code (and its predecessor) and the case law, and after lengthy
negotiations with certain Creditors which resulted in the December 31, 1997
Conditional Letter Agreement, the Trustee, in good faith, believes that the
most fair and equitable manner in which to deal with the post-petition interest
issue is to pay limited interest to the senior classes (Class 1 through 4)
from the Petition Date (or at such later date as the Creditor actually advanced
funds to or for the benefit of Bonneville) to the Distribution Date, at the
compromise interest rates set forth in Article 4.3 of the Plan. While the
rates of interest to be paid to the senior creditors as set forth in the Plan
are for some Classes higher than the presently applicable Federal Judgment
Rate, the rates for all the senior creditors are lower than the non-default
contract rates and are significantly lower than the default or compound rates
originally proposed by the senior creditors. The Trustee believes that this
treatment of the post-petition interest issue is in the best interest of the
Estate, its Creditors and its Interestholders because such resolution complies
with the good faith requirement of Section 1129(a)(3),(31) is reasonable in
light of the law on this issue and, if the Plan is confirmed, would facilitate
the Debtor quickly emerging from bankruptcy rather than having the Debtor
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(31) See IN RE NEW VALLEY, 168 B.R. 73, 80-81 (Bankr., D.N.J. 1994). The
Trustee believes it is appropriate to pay post-petition interest to senior
creditors because, in addition to the other reasons stated herein, the
senior Claimants may have a valid right to such interest and there is no
principled purpose served, especially in light of the objectives and
purposes of the Bankruptcy Code, to transfer value from senior creditors,
who have waited more than six (6) years to be paid, to equity holders.
CF. 11 U.S.C. Sections 726(a)(5) and 1129(a)(7). Further, a determination
that post-petition interest must be paid to impaired creditors (i.e.,
creditors receiving 99% of their claim in cash and 1% of their claim in
stock) but not to unimpaired creditors (i.e., creditors receiving 100% of
their claim in cash may be illogical, unfair, contrary to the rules of
statutory interpretation, and inconsistent with the objectives and
purposes of the Bankruptcy Code.
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continue in a bankruptcy proceeding (for perhaps several years) while competing
parties litigate (and then appeal) the issue.
The Trustee has reflected on Bonneville's books and intends to reflect in
Bonneville's corporate income tax returns for the year ended December 31, 1997
the Estate's post-petition interest liability as set forth in Article 4.3 of
the Plan. If it were to be subsequently determined that the Estate is not
obligated to pay post-petition interest as generally set forth in the Plan or if
the Internal Revenue Service were to successfully contest the Estate's
treatment of this post-petition interest issue, then it is likely that the
Estate would have a material tax liability for calendar year 1997 well in
excess of the Trustee's current estimate of such liability.
F. Consistent Claim Calculation.
The provisions of the Plan for Classes 5, 6, 7 and 9 specifies the manner
(method) in which each Claim is to be estimated and calculated. Specifically,
the amount of claims in each Class are calculated using a single, uniform
formula for the purpose of determining the amount of each Claim (regardless of
the amount set forth on the Proof of Claim actually filed by the Claimant).
These provisions of the Plan were included by the Trustee in order to
a) provide to the extent reasonably possible that each Claimant in a particular
Class would have its Claim calculated in a manner consistent with all other
Claims in that Class and b) to save the Estate the tens of thousands of dollars
(if not more) in administrative costs which would be incident to the Trustee
objecting to hundreds of claims simply on the ground that the Claimants had not
used a consistent methodology in calculating their Claims. As set forth in the
Plan and the order of the Bankruptcy Court approving this Disclosure Statement
(see Exhibit 4 attached hereto), ANY CLAIMANT OBJECTING TO SUCH METHOD OF CLAIM
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CALCULATION MUST OBJECT, IN WRITING, AT LEAST TEN (10) DAYS PRIOR TO THE START
OF THE CONFIRMATION HEARING, IN WHICH EVENT THE TRUSTEE MAY OBJECT TO THE
CLAIMANT'S ENTIRE CLAIM ON ANY BASIS AND THE MATTER WILL THEN BE ADJUDICATED
BY THE BANKRUPTCY COURT; i.e., if one or more Claimant in Classes 5, 6, 7 or 9
disputes the Amount of its Allowed Claims as compromised and settled by the
Trustee as set forth in the Plan, then each such Claimant must object, in
writing, at least ten (10) days prior to the start of the Confirmation Hearing,
to such compromised Allowed Claim in which event the Trustee may object to the
Claimant's entire Claim and take the position that the Claimant has no
allowable Claim of any kind against the Debtor or its Estate (also see
footnotes 18, 19, 20 and 24 of this Disclosure Statement).
G. Subordination of Classes 5, 6, 7, 8, 9 and 10.
Pursuant to the provisions of 11 U.S.C. Section 510(b), Claimants in
Classes 5, 6, 7, 8, 9 and 10 are likely subordinated, for distribution purposes,
to Classes 2, 3 and 4. Specifically, 11 U.S.C. Section 510(b) provides:
For the purpose of distribution under this title, a claim arising from
rescission of a purchase or sale of a security of the debtor or of an
affiliate of the debtor, for damages arising from the purchase or sale of
such a security, or for reimbursement or contribution allowed under
section 502 on account of such a claim, shall be subordinated to all
claims or interests that are senior to or equal the claim or interest
represented by such security, except that if such security is common
stock, such claim has the same priority as common stock.
Accordingly, Classes 5 through 10 do not receive as favorable treatment under
the Plan as do unsecured Creditors in Classes 1 through 4 who are not subject
to the subordination mandate of 11 U.S.C. Section 510(b). The Plan provides,
however, that Classes 1 through 4 waive further enforcement of such
subordination provisions in exchange for their treatment under the Plan.
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H. Division Between Classes 9, 10 and 11.
While 11 U.S.C. Section 510(b) provides that "For purposes of distribution
under this title . . . (Class 9 and 10 Claims have) the same priority as common
stock", the Bankruptcy Code does not clearly specify how the remaining value of
the Debtor (after paying Classes 1 through 8) is to be divided between the
Class 9 and 10 Claimants and the Class 11 Equity Interests. To the best of the
Trustee's knowledge no reported case decision has even discussed, let alone
decided, this issue.
In any event, the Plan provides that in order to provide Classes 9 and 10
with the same priority as the Interestholders, Classes 9 and 10 will receive
and on a Pro Rata basis will divide 11,686,723 of Plan Common Stock in
satisfaction of their approximately $44 million in Claims against the Estate.
Accordingly, Classes 9 and 10 will hold the same number of shares in the
Reorganized Debtor as do the Interestholders (Class 11). The Trustee believes
that such a division among Classes 9, 10 and 11 is fair and equitable, is
consistent with the literal reading of 11 U.S.C. Section 510(b), and is in the
best interest of the Estate, its Creditors and its Interestholders. As soon
as practicable after the Effective Date, the Reverse Stock Split (see below)
will occur.
I. Reverse Stock Split.
As discussed in Section V of this Disclosure Statement, the estimated
value of the Plan Common Stock, which value will be established by the
Bankruptcy Court at the Confirmation Hearing, is estimated to be between $1.93
and $2.36 per share. The Trustee believes that in order to facilitate the
trading of the Reorganized Debtor's common stock (which includes both the
Existing and Plan Common Stock) on the NASDAQ National Market System or the
NASDAQ Small Capitalization Market, the per share value of the Reorganized
Debtor's common stock should be increased by having a one (1) for four (4)
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Reverse Stock Split. In explanation, by reducing the number of issued shares
in the Reorganized Debtor by seventy-five percent (75%), the perceived value
of such remaining shares (after the Reverse Stock Split) should be
correspondingly increased thus resulting in the remaining shares (after the
Reverse Stock Split) potentially trading at a price which should be in excess
of the per share minimum price required by NASDAQ.
Specifically, the Existing Common Stock of the Debtor is currently traded
on a limited basis on the "Over-the-Counter" Market and quoted in the National
Quotation Bureau's Pink Sheets. The Trustee believes that it will be in the
best interest of the holders of the Reorganized Debtor's common stock to have
the common stock of the Reorganized Debtor traded on either the NASDAQ National
Market System or the NASDAQ Small Cap Market. In order to meet the initial
listing requirements for the NASDAQ National Market System, the Reorganized
Debtor must have a minimum bid price for its common stock of $5.00 per share.
In order to meet the initial listing requirements for the NASDAQ Small Cap
Market, the Reorganized Debtor must have a minimum bid price of $4.00 per share
for its common stock. Accordingly, it is anticipated that the Reverse Stock
Split will result in the common stock of the Reorganized Debtor trading at a
price which should be in excess of the per-share minimum price required by
NASDAQ.
Even if the Reorganized Debtor meets all of the initial listing
requirements of either the NASDAQ National Market System or the NASDAQ Small
Cap Market System, there can be no assurance that the common stock of the
Reorganized Debtor (after the Reverse Stock Split) will be listed on either of
such NASDAQ systems. The listing of a stock on either the NASDAQ National
Marketing System or the NASDAQ Small Cap Market System is solely within the
discretion of NASDAQ, even if a company desiring listing meets all listing
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requirements. While the Trustee and the Reorganized Debtor will exercise
reasonable efforts to attempt to list the Reorganized Debtor's common stock
(after the Reverse Stock Split) on either the NASDAQ National Market System
or the NASDAQ Small Cap Market, there can be no assurance that the Reorganized
Debtor's common stock (after the Reverse Stock Split) will trade on a public
market or will actually trade at a price equal to or near the estimated values
set forth herein.(32)
The Reverse Stock Split will occur as soon as practicable (as determined
by the Trustee) after the Effective Date. Specifically, WHEN DISTRIBUTIONS,
PURSUANT TO THE PLAN, ARE TO BE MADE TO CLAIMANTS IN CLASSES 5 THROUGH 10 EACH
CLAIMANT WILL RECEIVE COMMON STOCK IN THE REORGANIZED DEBTOR WHICH ALREADY
REFLECTS THE EFFECTS OF THE REVERSE STOCK SPLIT. For example, if a Claimant,
pursuant to the Plan, is entitled to receive four hundred (400) shares of Plan
Common Stock, then at the Distribution Date and because of the Reverse Stock
Split, the Claimant will receive one hundred (100) shares of the common stock
in the Reorganized Debtor.
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(32) The valuation of any equity securities such as the Plan Common Stock is
subject to uncertainties and contingencies, all of which are difficult to
predict. Actual market prices of the Reorganized Debtor's common stock
following the Distribution Date (and after the Reverse Stock Split) will
depend upon, among other things, the prices at which shares of companies
in the same of similar lines of business then trade relative to the
earnings of those companies, conditions in the financial markets, the
anticipated initial securities-holding period of creditors, some of whom
may prefer to liquidate their investment rather than hold it on a long-
term basis, and other factors that generally influence the prices of
securities. Actual market prices of the Reorganized Debtor's common stock
(after the Reverse Stock Split) may also be affected by the Debtor's
history in Chapter 11 and/or by other factors not possible to predict.
Accordingly, the value established by the Bankruptcy Court at the
Confirmation Hearing for the Plan Common Stock does not purport to be an
estimate of the post-reorganization market trading value of the
Reorganized Debtor's common stock after the Reverse Stock Split. Such
trading value (after the Reverse Stock Split) may be materially different
from the value discussed herein or that established by the Bankruptcy
Court at the Confirmation Hearing.
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J. Gohler Class Action Litigation.
The GOHLER Class Action Litigation is a consolidated, certified (for
settlement purposes only) class action pending in the United States District
Court for the District of Utah, Case No. 92-C-181S (GOHLER, ET AL. V. WOOD, ET
AL.). The litigation was commenced in early 1992 and relates to the alleged
wrongdoing of the Bonneville Insiders and others. Neither the Trustee nor
the Debtor are in any way presently involved in such litigation and the
Trustee does not anticipate that he, the Debtor or the Reorganized Debtor will
become involved in the litigation at any time in the future. Some of the
Debtor's Creditors or Interestholders may also have an interest in the Gohler
Class Action Litigation.
The class representative Plaintiffs in the GOHLER class action are
represented by, among others:
Blake KM. Harper
Milberg, Weiss, Bershad, Hynes & Lerach
Attorneys at Law
600 West Broadway, Suite 1800
San Diego, California 92101
(619) 231-1058
Thomas R. Karrenberg
Anderson & Karrenberg
Attorneys at Law
50 West Broadway, #700
Salt Lake City, Utah 84101
(801) 534-1700
The only remaining defendants in the GOHLER class action litigation are the
accounting firm of Deloitte & Touche and the law firm of Mayer, Brown & Platt.
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In 1995 and in 1998 the GOHLER class action plaintiffs reached settlements
with most of the defendants, which have, after payment of certain fees and
costs to the plaintiffs' attorneys, resulted in the plaintiffs or their
attorneys now holding cash (or its equivalent) which the Trustee estimates to
be in excess of nine and one-half million dollars ($9,500,000.00). Little
progress has been made in the Gohler Class Action Litigation as to the
remaining two defendants because discovery has been stayed pending the District
Court's consideration of various motions to dismiss filed by such remaining
defendants; such motions have been under advisement for several years.
The Plan is not intended to interfere with a) any claims or causes of
action possessed by the Gohler class action plaintiffs, the Class or the
members of the Class (or any of them) in the Gohler Class Action Litigation or
b) any defenses or other rights possessed by the defendants (or any of them)
in the Gohler Class Action Litigation.
K. Certain Miscellaneous Provisions.(33)
1. Jurisdiction. As set forth in Article VIII of the Plan, the
Bankruptcy Court will retain broad jurisdiction and venue over almost all
matters concerning the Estate, the Debtor, the Reorganized Debtor, Claims, the
Plan and all matters related to the Plan, including distributions.
2. Executory Contracts. The Plan constitutes and incorporates a motion
by the Trustee, pursuant to Section 365 of the Bankruptcy Code, to reject any
and all executory contracts and unexpired leases of the Debtor, except:
a) those which shall, before the Confirmation Date, have been rejected or
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(33) This Disclosure Statement only summarizes some of the various provisions
of the Plan. For all the terms and conditions of the Plan, the Plan
itself must be read in its entirety. If any inconsistency exists between
the Plan and this Disclosure Statement, the terms of the Plan control.
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assumed pursuant to an Order of the Bankruptcy Court or be the subject of
pending motions by the Trustee to reject or assume pursuant to Section 365 of
the Bankruptcy Code; b) those executory contracts and unexpired leases
specifically designated on the schedule attached as Exhibit "K" to the Plan
(if any) which are to be assumed, or assumed and assigned where applicable, by
the Trustee (which list may be further amended or supplemented prior to the
Confirmation of the Plan); and c) those which are specifically treated
otherwise in the Plan. Executory contracts which are expressly assumed in the
Plan by the Debtor (and assigned to the Reorganized Debtor) are 1) the "Office
Building Lease" agreement between KTR/Dorn LLC, as successor-in-interest to
50 West Broadway Associates as landlord and Bonneville Pacific Corporation as
tenant, dated February 14, 1996, and any extensions thereof, concerning the
Debtor's lease of its Salt Lake City, Utah, office space; 2) the 1992 Legal
Representation Agreement between the Trustee and the law firm of Beus, Gilbert
& Morrill; and 3) those contracts in any way related to the ongoing operations
of a) the NCA # 1 power project located near Las Vegas, Nevada (including the
Debtor's guarantee of the tax exempt financing relating to such project);
b) Bonneville Pacific Services Company, Inc.; c) Bonneville Fuels Corporation
and its affiliates and subsidiaries; and d) the Kyocera power project located
near San Diego, California. All of the aforesaid executory contracts expressly
assumed pursuant to the Plan are current and no defaults need to be cured. The
Trustee on behalf of the Debtor expressly rejects any and all prepetition
contracts related to stock options (relating to the Existing Common Stock)
previously granted by the Debtor to the Debtor's officers, directors or
employees or to any other Person; the Trustee believes that such options, to
the extent they have not already expired, have no value.
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3. Discharge of All Debts and Related Injunction.
The Plan provides for the complete discharge and release of all Claims, debts
or obligations of any kind whatsoever of the Debtor, the Estate, the Trustee
or his Professionals, or the Reorganized Debtor. See, for example,
Articles 5.10, 6.2 and 6.6 of the Plan. Article 6.5 of the Plan states that
the Confirmation Order will provide for a permanent injunction relating to any
such Claims, debts or obligations. Specifically, Article 6.2 of the Plan
provides:
Discharge and Release of Claims. Except as otherwise provided in this
Plan, the entry of the Confirmation Order, as of the Effective Date, will
act as a full and complete discharge of all Claims against the Debtor, the
Estate, the Reorganized Debtor, current management, the Trustee and his
Professionals of any nature whatsoever that arose, or has been asserted
against, the Debtor or Estate at any time before the entry of the
Confirmation Order or that arises from any pre-Confirmation conduct of
the Debtor or the Estate whether or not the Claim is known to or
knowable by the Claimant or Interestholder. The discharge will become
effective as to each Claim, whether or not the Claim constituted an
Allowed Claim, whether or not the holder of the Claim voted to accept
this Plan and whether or not the Claim was classified or treated in this
Plan. The Confirmation Order shall be a judicial determination of
discharge of all Claims against or liabilities of the Debtor and the
Estate, and all successors thereto. In addition, the Confirmation Order
will operate as a general adjudication with prejudice, as of the
Effective Date, of all pending legal proceedings against the Debtor or
the Estate and its assets and properties as well as any proceedings not
yet instituted against the Debtor or the Estate or its assets and
properties, except as otherwise provided in this Plan. Pursuant to
Section 524 of the Bankruptcy Code, the discharge herein provided shall
operate as an injunction against the prosecution of any Claim so
discharged. This Plan shall not alter, amend or affect the
effectiveness of the Bankruptcy Court's previously entered "Order
Establishing a Supplementary Claims Bar Date" dated September 10, 1996 and
entered on September 11, 1996.
Article 6.5 of the Plan provides:
Permanent Injunction. Except as otherwise expressly provided in this
Plan, all Persons who have held, hold or may hold Claims or Interests are
permanently enjoined on and after the Confirmation Date from: a) commencing
or continuing in any manner any action or other proceeding of any kind
with respect to any such Claim or Interest against the Debtor, the Estate,
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the Reorganized Debtor, the Trustee, the Trustee's Professionals,
Affiliates, Subsidiaries, or any of their respective officers, directors,
employees with respect to any such Claim or Interest; b) the enforcement,
attachment, collection or recovery by any manner or means of any judgment,
award, decree, or order against the Estate, the Debtor, the Reorganized
Debtor, the Trustee, the Trustee's Professionals, Affiliates,
Subsidiaries, or any of their respective officers, directors, employees
with respect to any such Claim or Interest; c) creating, perfecting or
enforcing any encumbrance of any kind against the Estate, the Debtor, the
Reorganized Debtor, the Trustee, the Trustee's Professionals, Affiliates,
Subsidiaries, or any of their respective officers, directors, employees
or against the property of the Debtor, the Estate, the Reorganized Debtor,
the Trustee, the Trustee's Professionals, Affiliates, Subsidiaries, or
any of their respective officers, directors, employees with respect to
any such Claim or Interest; d) asserting any setoff, right of subrogation,
or recoupment of any kind against any obligation due the Debtor, the
Estate, the Reorganized Debtor, the Trustee, the Trustee's Professionals,
Affiliates, Subsidiaries, or any of their respective officers, directors,
employees or against the property of the Debtor, the Estate, the
Reorganized Debtor, the Trustee, the Trustee's Professionals,
Affiliates, Subsidiaries, or any of their respective officers, directors,
employees with respect to any such Claim or Interest; and e) any act, in
any manner, in any place whatsoever, that does not conform to, or comply
with, the provisions of this Plan or the Plan Documents; PROVIDED,
HOWEVER, that such permanent injunction shall not impair the rights of the
Reorganized Debtor to prosecute any Debtor Action. Further, this Plan
shall not alter, amend or affect the effectiveness of the Bankruptcy
Court's previously entered "Order Establishing a Supplementary Claims Bar
Date" dated September 10, 1996 and entered on September 11, 1996.
4. Warranty by Claimants of Entitlement to Distributions. In addition to
Claimants consenting to the continuing jurisdiction of the Bankruptcy Court
(see Article 11.18 of the Plan), Article 11.3 of the Plan provides as follows:
Due Authorization by Claimants. In making the distributions required by
this Plan, the Trustee may rely for all purposes on the records of the
Clerk of the Bankruptcy Court as to whether a Claim has been transferred
in strict compliance with Rule 3001(e) of the Bankruptcy Rules. Each and
every Claimant who participates in the distributions provided for herein
warrants to the Trustee, the Debtor, the Estate and the Reorganized Debtor
that such Claimant is authorized to receive and accept, in consideration
of its Claim against the Debtor or the Estate, the distributions provided
for in this Plan, and that there are no executory or consummated
commitments, agreements, assignments, or understandings, express or
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implied, that may or can in any way defeat or modify the rights conveyed,
or obligations undertaken, by such Claimant under this Plan. By accepting
any distribution provided for by the Plan, the Claimant is representing
and warranting to the Trustee, the Estate, the Debtor and the Reorganized
Debtor that the Claimant is legally entitled to the distribution and the
Claimant has not sold, conveyed, transferred or assigned its rights to the
distribution to another Person. Breach of this warranty by the Claimant
will result in the Claimant being liable to the Trustee, the Estate, the
Debtor or the Reorganized Debtor, as the case may be, for all damages
directly or indirectly caused by such breach. If the Claimant has
transferred or assigned its Claim but the Claimant nonetheless received a
distribution under this Plan, then the assignor shall immediately transfer
the distribution to the assignee; however, if the assignor fails to so
transfer such distribution, the assignee of the Claimant or Interestholder
shall possess no claim, cause of action or recourse of any kind whatsoever
against the Estate, the Trustee, the Debtor or the Reorganized Debtor (or
their respective agents) and the assignees' sole and exclusive remedy and
recourse shall be against the assignor of the Claim who actually received
the distribution. If, at the Distribution Date, the Trustee has not been
able to ascertain to his satisfaction who is the Person entitled to a
distribution as set forth in this Plan, then the Trustee may a) refrain
from making such distribution until such time as the Trustee is satisfied
as to which Person is entitled to the distribution or b) file an
interpleader action with the Bankruptcy Court so that the various
Claimants to the subject distribution can adjudicate their respective
Claims; in an interpleader action, the prevailing Person shall pay the
Trustee's (and his Professionals') reasonable fees and costs incurred in
connection with the interpleader action.
5. Revesting. Article 6.4 of the Plan provides that except as otherwise
provided in the Plan, in order to implement the Plan all assets and property of
the Estate will vest, free and clear, with the Reorganized Debtor at the
Effective Date.
6. Two (2) Year Period to Receive Distributions. Pursuant to
Articles 5.2(c), 5.9 and 5.19 of the Plan, Claimants (including but not limited
to Current Debenture Claims in Class 4) have only two (2) years after the
Effective Date to take possession of their Cash or Plan Common Stock. If such
distributions have not been timely claimed by or otherwise delivered to the
Claimant, then such distributions will be the sole and exclusive property of
the Reorganized Debtor and the Claimant's right to receive such distributions,
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or to assert any Claim related thereto, or to assert any claim under the Plan,
shall be discharged and forever barred.
7. Claim Objections, Late Claims or Amended Claims. Pursuant to
Article 5.4(c) of the Plan, after the start of the Confirmation Hearing only
the Trustee may file and prosecute objections to prepetition Claims filed
against Bonneville and/or its Estate. Pursuant to Article 5.16 of the Plan, no
filed or scheduled Claim can be amended upwards after the commencement of the
Confirmation Hearing. No Late Claims will be Allowed because, among other
things, the Plan was negotiated and then drafted assuming that distributions
would be made only on the Claims which had been (or were adjudicated by the
Bankruptcy Court prior to the filing of the Plan to be deemed to be) timely
filed; accordingly, the Estate, its Creditors and its Interestholders would be
severely prejudiced if Late Claims were to be Allowed and, therefore, the Plan
bars the Allowance of any Late Claims. The Plan also provides that the Trustee
or the Reorganized Debtor (but only with a unanimous resolution by its board of
directors) may settle or compromise any Disputed Claim without Bankruptcy Court
approval when less than $100,000.00 is in actual dispute. Pursuant to
Article 5.4(b) of the Plan, no interest will be paid to a Claimant on Disputed
Claims (or from the Disputed Claim Reserve) after the Distribution Date.
8. Debtor's Business Records and Other Documents. Pursuant to
Article 11.20 of the Plan, after the Effective Date the Trustee or the
Reorganized Debtor may dispose of (destroy) such prepetition or post-petition
business records or other documents of the Estate, the Debtor or its Affiliates
as Trustee or the Reorganized Debtor, in their sole business judgment, deem
appropriate without further notice.
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9. ERISA Compliance. Pursuant to Article 11.21 of the Plan, the Trustee,
the Estate, the Debtor and the Reorganized Debtor may take all appropriate
actions, including the expenditure of Cash, to comply with all the Debtor's,
the Estate's, the Reorganized Debtor's or its Affiliates' legal requirements
mandated by ERISA or similar state or federal laws including but not limited to
matters related to the Debtor's (with its Affiliates) Section 401(K) plan (which
is being fully retained by the Reorganized Debtor) and the Debtor's (with its
Affiliates) ESOP plan (which ESOP has been, or will be, terminated).
10. Administrative Claim Bar Date. Except as otherwise provided in
Article 11.8 of the Plan (which deals with the post-Effective Date fees of the
Trustee or his Professionals), Article 11.7 of the Plan provides that the
Confirmation Order will operate to set an Administrative Claim bar date which
bar date shall be sixty (60) days after the Effective Date.
11. Cash in Lieu of Small Stock Distribution. Article 5.2(e) of the Plan
provides that at the sole and exclusive option of the Trustee, any Claimant in
Classes 5 through 10, inclusive, who otherwise would be entitled pursuant to the
Plan to receive four hundred (400) or fewer shares of Plan Common Stock (before
the Reverse Stock Split) may receive at the Distribution Date, Cash in lieu of
such shares of Plan Common Stock. The amount of Cash to be paid to any such
Claimant would be the per share value of the Plan Common Stock as determined
by the Bankruptcy Court at the Confirmation Hearing.
12. Whole Shares of Plan Common Stock. The Plan Common Stock shall be
distributed only in whole share numbers which (in light of the Reverse Stock
Split) when divided by four equal integers. See Article 5.2(d) of the Plan.
Each time a distribution of the Plan Common Stock is to be made under the Plan
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to a Claimant holding an Allowed Claim and such distribution would include a
fractional share or would include whole shares which when divided by four
would not equal an integer, then the distribution of such Plan Common Shares
shall be rounded, either upwards or downwards (as the case may be), to the
nearest whole share amount which when divided by four would equal an integer.
For example, if a Claimant were entitled pursuant to the Plan to receive between
100.01 shares and 101.99 shares of Plan Common Stock, then the distribution
would be rounded down and such Claimant would receive 100 shares of Plan Common
Stock (or, put another way, 25 shares of the common stock in the Reorganized
Debtor after taking into account the Reverse Stock Split); if a Claimant were
entitled pursuant to the Plan to receive between 102.00 and 103.99 shares of
Plan Common Stock, then the distribution would be rounded up and such Claimant
would receive 104 shares of Plan Common Stock (or, put another way, 26 shares of
common stock in the Reorganized Debtor after taking into account the Reverse
Stock Split).
13. Surrender of Debentures or Instruments. In order to be entitled to
any distributions pursuant to the Plan, Article 5.2(b) of the Plan provides
that the Claimant must surrender its Debentures or instruments.
VII. BONNEVILLE PACIFIC CORPORATION: PRIOR TO BANKRUPTCY
(1980 TO DECEMBER 5, 1991)
A. Introduction.
Much of the information contained in this Section and in Section VIII of
this Disclosure Statement has been generated from the investigations conducted
by the Trustee and the Trustee's Professionals since the Trustee's appointment
in June of 1992. Neither the Trustee nor any of his Professionals were involved
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with Bonneville or its management prior to the Trustee's appointment. Thus,
neither the Trustee nor any of his Professionals have first-hand knowledge of
events which occurred prior to June 12, 1992. Moreover, many of the historical
facts regarding Bonneville and Bonneville's operations set forth herein were
contested by defendants in litigation commenced and/or pursued by the Trustee
and were resolved by settlement prior to any final judicial determination
regarding the validity of the allegations raised by the Trustee; in each of the
settlements the respective defendants denied all allegations of fault, liability
or any wrongdoing. Neither this Disclosure Statement nor the Court's approval
of this Disclosure Statement is intended to imply that the merits of the
Trustee's allegations (including those allegations discussed in this Disclosure
Statement) were judicially determined.
B. Bonneville Pacific Corporation Organization and Prepetition Public
Offerings.
Bonneville was originally incorporated in the State of Utah in 1980 as
"Hixson and Co." and was renamed "Bonneville Utah Corporation" ("Bonneville
Utah") in 1981. The majority of stock in Bonneville Utah was owned by
"Bonneville Group, Inc.," a company owned by a coterie consisting of L. Wynn
Johnson, Robert L. Wood, John Dunlop, Carl T. Peterson, Raymond Hixson and
Deedee Corradini (collectively the "Group Principals"). In 1986 Bonneville
Group Inc. transferred most of its stock in Bonneville Utah to the Group
Principals. In June of 1986, Bonneville Delaware was incorporated in Delaware
and Bonneville Utah merged into Bonneville Delaware and was renamed "Bonneville
Pacific Corporation."
Bonneville's initial public stock offering (the "IPO") took place in July
1986. Upon consummation of the IPO, Bonneville sold 1,900,000 shares of common
stock at $9.00 per share for net proceeds totaling $15,423,000.00. The IPO also
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included the sale of an additional 600,000 shares of stock owned by the Group
Principals.
Bonneville completed a second public stock offering in 1987, selling
2,490,000 shares of common stock at $12.50 for net proceeds totaling
approximately $29 million. The second public stock offering also included the
sale of an additional 500,000 shares of stock collectively owned by Robert Wood,
Raymond Hixson, Wynn Johnson, Carl Peterson, John Dunlop (hereinafter sometimes
collectively referred to as the "Bonneville Insiders") and Bonneville
Group, Inc.
In 1989, Bonneville sold to the public $63,250,000 in 7 3/4% subordinated
debentures which were due in the year 2009 (the "Debentures"). The Debentures
were convertible to common stock at a conversion price of approximately $11.59
per share (subject to certain adjustments).(34)
C. Prepetition Operations.
Prior to the filing of Bonneville's petition in bankruptcy, the primary
purported business of Bonneville was to develop, operate and sell energy
projects. Those projects included "alternative" power projects such as wind,
biomass and hydroelectric facilities, which generate power from wind, water or
non-fossil fuel sources, and "cogeneration" facilities, which generate two
types of energy, such as electricity and steam or hot water, from a single
fuel. The business was organized and conducted largely through subsidiaries
and partnerships owned in whole or part by Bonneville. Attached hereto as
Exhibit "5" is a list from the Statement of Affairs filed by the Debtor-in-
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(34) At the time the Debentures were sold, Bonneville's common stock was
trading at approximately $9.75 per share. The Debentures also required
that the Debtor begin (in 1999) making deposits into a "sinking fund"
which would be used to satisfy the Debtor's obligation evidenced by the
Debentures in the event the Debentures were not converted into common
stock.
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possession of the prepetition businesses in which the Debtor was partner or
owed five percent (5%) or more of the voting securities. The majority of the
subsidiaries and partnerships were purportedly created for or associated with a
a specific power project or planned power project. There were four notable
exceptions to that rule: (1) Bonneville Foods Corporation (a wholly owned
subsidiary of Bonneville), which grew and marketed produce and flowers using,
INTER ALIA, the heat generated by cogeneration facilities; (2) Recomp, Inc.,
(a corporation owned at various times in part by Bonneville), which owned and
operated waste processing, recycling and composting facilities; (3) Bonneville
Fuels Corp. (a corporation owned at various times in whole or in part by
Bonneville), which developed and marketed oil and natural gas resources -
selling fuel to other Bonneville subsidiaries and partnerships, as well as to
other independent parties; and (4) Bonneville Pacific Services Company, Inc.,
(a wholly owned subsidiary of Bonneville), which provided management and
operations services for power projects owned by Bonneville or its Affiliates.
From 1986 to 1991 by most outward appearances Bonneville seemed to be a
successful, growing and profitable business enterprise. However, these
appearances were deceiving. The Trustee has now concluded that much of
Bonneville's prepetition business was permeated with transactions constructed
by Bonneville Insiders with the assistance of others, which created the
illusion that Bonneville was profitable by showing "earnings" - that is,
profits or income - on financial reports when in fact such "earnings" were
fictitious. The transactions were structured using, among other things,
"straw" or "front" companies - companies that were represented as "independent"
but were, in fact, controlled, directly or indirectly, by Bonneville
Insiders - to purchase and sell assets at inflated prices. The fictitious
"earnings" transactions inflated the value of assets reflected on Bonneville's
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books and records and generated receivables that were reflected as assets of
Bonneville although such receivables were, in fact, uncollectible. All of the
net income reported on Bonneville's financial statements from 1985 through
1990, can be attributed to eleven such fictitious "earnings" transactions known
as "Magic Valley", "Steamboat", "American Atlas", "Dinuba", "American Atlas
Financing", "Alpac/Ecocure", "Hawaii", "Tet/Recomp", "BWETA", "BWETA
Financing", and "Pacific Hydro".(35)
As part and parcel of some of the fictitious "earnings" transactions,
millions of dollars were directly or indirectly funneled from Bonneville to the
Insiders or their affiliated entities. In addition, when the businesses
operated by Bonneville's subsidiaries and partnerships were unprofitable (as
most were), Bonneville was forced to subsidize the continued operations of the
businesses in order to maintain the facade of profitability and to conceal the
wrongdoing associated with the fictitious "earnings" transactions. As a result,
Bonneville lost millions of dollars every year in sustaining operations of
subsidiaries and partnerships that were incapable of repaying, or generating
any return for Bonneville.
D. Portland General's Entrance, Exit and the Filing of Bonneville's
Bankruptcy Petition.
The funds generated from Bonneville's public sales of stock and Debentures
were quickly dissipated and Bonneville required additional cash to sustain
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(35) Detailing the structure of each of these transactions is beyond the scope
of this Disclosure Statement. However, the structure of the transactions
and other transactions that the Trustee alleged were used Bonneville
Insiders to misrepresent and conceal Bonneville's financial condition are
detailed at pp. 15 - 129 of the Fifth Amended Complaint filed by the
Trustee in SEGAL (TRUSTEE) V. PORTLAND GENERAL CORP. ET AL. Civil
No. 92-C-364 J. This litigation is discussed in greater detail elsewhere
in this Disclosure Statement. The Fifth Amended Complaint is
approximately six hundred (600) pages in length; parties-in-interest may
read the Trustee's allegations contained in the Fifth Amended Complaint
(WHICH ALLEGATIONS WERE AND ARE DENIED BY THE NAMED DEFENDANTS INCLUDING
THE BONNEVILLE INSIDERS AND THE GROUP PRINCIPALS).
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operations and pay debts. Bonneville sought a strategic partner to supply that
cash. As early as 1989, Portland General Corporation, an Oregon-based public
utility, and/or its affiliates or subsidiaries (hereinafter collectively
referred to as "Portland General") considered becoming such a strategic partner
and began an investigation of Bonneville for that purpose. In 1990, Portland
General, and professionals hired by Portland General, conducted a formal "due
diligence" investigation. In late 1990, Portland General and Bonneville
entered into an agreement pursuant to which, INTER ALIA, Portland General:
1) agreed to transfer $10 million to Bonneville in return for a $10 million
note convertible to 1,333,333 shares of Bonneville stock at $7.50 per share;
2) agreed that, following completion of due diligence, Portland General would
pay Bonneville $20 million for 3,333,333 newly issued shares of Bonneville
stock (then about 20% of Bonneville's issued stock at $6 per share); 3) agreed
to pay $4 million for warrants to purchase an additional 4 million shares of
Bonneville stock at $6 per share; 4) received an option to purchase additional
Bonneville stock sufficient in amount to enable Portland General to own
approximately 49% of Bonneville's issued common stock; and 5) was granted the
right to designate three persons for election to Bonneville's Board of
Directors. On September 21, 1990, in furtherance of that agreement, Portland
General paid $10 million dollars in exchange for a promissory note that was
convertible to Bonneville stock. On October 23, 1990, Portland General paid
$20 million for 3,333,333 shares of Bonneville stock and paid $4 million to
purchase stock warrants. Also on October 23, 1990, four members of
Bonneville's board of directors resigned and Portland General designated three
persons to serve as directors. After that time Portland General's officers and
other personnel became involved in the operation and management of Bonneville.
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After Portland General's entrance, Bonneville's businesses continued to
sustain multi-million dollar losses from operations and Bonneville required
infusions of cash from Portland General to sustain those businesses and to pay
Bonneville's debts. Portland General asserts that it ultimately paid a total
of $49,603,300.00 for Bonneville stock and "loaned" Bonneville $27,186.458.96.
On or about November 11, 1991, Portland General announced that it was
withdrawing all financial support from Bonneville and the members of
Bonneville's board of directors who were designated by Portland General
resigned. Bonneville was left without sufficient funds to sustain operations
and pay debts.
Bonneville, after raising cash by selling its one-half interest in the
NCA # 2 Power Project to a subsidiary of Texaco,(36) filed its voluntary
petition under Chapter 11 of the Bankruptcy Code on December 5, 1991.
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(36) The NCA #2 Power Project is an 85 megawatt "sister" project with NCA #1.
Until shortly before Bonneville's Chapter 11 filing, subsidiaries of both
Bonneville (Bonneville Nevada Corp. "BNC") and Texaco (Texaco Black
Mountain Inc. "TBMI") were developing both of the projects. However,
after Portland General withdrew from Bonneville, Bonneville was faced with
both a lack of cash and the need to continue to expend funds and resources
to complete the development of NCA #2. Since Bonneville needed cash and
did not have sufficient resources to continue the funding of the NCA #2
Project, on or about November 27, 1991 Bonneville and BNC sold BNC's fifty
percent (50%) interest in NCA #2 to TBMI for $4,000,000.00 in cash plus
additional "contingent payments". In satisfaction of the aforesaid
contingent payments, TBMI, with Bankruptcy Court approval, paid BNC an
additional $1,000,000.00 on or about October 30, 1992.
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E. Prepetition Management, Compensation and Other Transfers.
The following individuals were material to Bonneville's prepetition
operations, or in understanding prepetition events:(37)
1. The Bonneville Insiders.
a. Robert Wood ("Wood"): At various times from and after 1980 Wood
served as Managing Director, CFO, President, CEO, and Chairman of the Board
of Directors. Wood was Chairman of Bonneville's Board of Directors, CEO
and President of Bonneville at the time of the filing of Bonneville's
petition in bankruptcy.
b. L. Wynn Johnson ("Johnson"): At various times from and after
1980, Johnson served as President or as "Managing Director of Planning"
of Bonneville. Johnson was a Director of Bonneville at the time of the
filing of Bonneville's petition in bankruptcy.
c. John T. Dunlop ("Dunlop"): At various times after 1987, Dunlop
acted as "Managing Director of Special Projects" and was President and CEO
of Recomp. Dunlop was President and CEO of Recomp at the time of the
filing of Bonneville's petition in bankruptcy.(38)
d. Raymond L. Hixson ("Hixson"): At various times Hixson acted as
Chairman of Bonneville's Board of Directors and Bonneville's CEO. Hixson
resigned his position as officer of Bonneville in January, 1990 and
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(37) Typically, officers and directors of Bonneville were also officers and
directors of one or more Bonneville subsidiaries and affiliates. Only
a few of the offices held by key officers and directors are identified in
this part of this Disclosure Statement.
(38) Dunlop was dismissed from Recomp in March of 1992 when it was discovered
that he had removed large sums of money from Recomp for his own benefit.
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resigned from Bonneville's Board of Directors in October, 1990.
e. Carl T. Peterson ("Peterson"): Carl Peterson acted as an officer
and/or Director of Bonneville from 1985 until August, 1989.
2. Other Officers.
a. Robert N. Pratt ("Pratt"): Director and/or President and COO of
Bonneville Insiders and others.
b. Stephen A. Nadauld ("Nadauld"): Director of Bonneville from
June 1986 to October 23, 1990 and Vice Chairman and CFO from March 1990
to May 15, 1991.
c. Clark M. Mower ("Mower"): Vice President of Development from
November 2, 1990 through the filing of Bonneville's bankruptcy; President
and a Director of Bonneville since early 1992.
d. Robert A. Keegan ("Keegan"): Vice President of Development from
March 1988 to November 2, 1990 and Executive Vice President from
November 2, 1990 through the filing of Bonneville's petition in bankruptcy
(Keegan's employment ended the day after the filing of Bonneville's
bankruptcy petition.).
e. Jerry L. Hansen ("Hansen"): Vice President of Solid Waste from
September 1989 through November 2, 1990 and Executive Vice President from
November 2, 1990 through the filing of Bonneville's petition in bankruptcy;
terminated by the Trustee in 1992. Mr. Hansen was also an officer of and
employed by Recomp.
f. James S. Goff ("Goff")" Vice President of Engineering and
Construction from 1987 to April 1990 and Vice President of Construction
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from April 1990 to November 1990.
g. Robert A. Malone ("Malone"): Vice President of Engineering from
April 1990 through the filing of Bonneville's bankruptcy petition;
resigned November 30, 1992.
h. Gerald C. Monson ("Monson"): Vice President of Accounting from
April 1989, through the filing of Bonneville's petition in bankruptcy;
terminated by the Trustee in the summer of 1993.
i. Kenneth Bell ("Bell"): Vice President and Treasurer from
April 1987 to February 1990.
j. John A. McTear ("McTear"): Vice President of Operations from
July 1988 to December 13, 1991.
k. Greg Twombly ("Twombly"): Vice President of Bonneville in
charge of Bonneville Fuels Corp. from September 1989 until December 1991.
l. David P. Hirschi ("Hirschi"): Vice President, Secretary and
General Counsel of Bonneville from October 1986 until February 1990.
m. Mark E. Rinehart ("Rinehart"): Vice President, Secretary and
General Counsel of Bonneville from March 1990 through the filing of
Bonneville's petition in bankruptcy; resigned September 17, 1993 at the
suggestion of the Trustee.
3. Executive Compensation. From 1989 to 1991, Bonneville's payroll
included $9,792,358.13 paid to officers and directors. Approximately one-
third of that amount was paid to Bonneville Insiders.
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4. Severance Payments. In 1989 and 1990, when Bonneville was seeking a
strategic partner to supply cash to Bonneville, Bonneville and several officers
of Bonneville entered into "Employment Agreements" which provided, INTER ALIA,
that Bonneville would pay the officer 2.9 times the officer's annual salary as
severance pay if the officer's employment was terminated as a result of a
"change in control" of Bonneville. Officers with such Employment Agreements
included Wood, Johnson, Dunlop, Rinehart, Monson, Hirschi, Hansen, Malone,
McTear, Keegan, Twombly, Mower, Pratt, Naduald, Goff, Bell, Todd Stevens
("Stevens"), and Lynn E. Anderson ("Anderson").
Each of the above-referenced officers, with the exception of Mower who
completed his contract and Malone who voluntarily terminated his employment,
possessed potential claims pursuant to such Employment Agreements. In February
of 1990, Hirschi was paid $245,000.00; Stevens was paid $92,500.00; Bell was
paid $285,000.00; between May and September, 1991, Johnson was paid $246,828.00;
between December, 1990 and November 1991, Pratt and/or his wholly owned
corporation, Moriah Enterprises, were paid more than $1 million; between May and
July, 1991, Nadauld was paid $496,824.00; in September, 1991 Goff was paid
$158,317.00 and Bonneville purchased an annuity for the benefit of Goff valued
at $250,000.00.
Pratt, Nadauld and Goff all settled with the Trustee and returned part of
the severance pay. Wood, Johnson, Dunlop, Rinehart, Monson and Hirschi all
settled with the Trustee and paid money to the Estate as set forth in
Section X,I. of this Disclosure Statement. Anderson, McTear, Hansen, Keegan
and Twombly each filed Proofs of Claim in Bonneville's bankruptcy case asserting
rights to payment for amounts due under their Employment Agreements; Anderson,
McTear, Keegan and Twombly all voluntarily reduced their claims down to one
year salary for severance pay, as required by 11 U.S.C. Section 502(b)(7), and,
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in the opinion of the Trustee, such reduced Class 3 claims should be Allowed.
The Hansen Claim (which Claim was in the amount of $182,347.00) was settled
in December of 1997, with Bankruptcy Court approval, by the Estate paying
Hansen $55,000.00.
5. The ESOP. On or about April 28, 1989 (effective May 1, 1988),
Bonneville established an Employee Stock Ownership Plan (the "ESOP") to acquire
383,144 shares of Bonneville stock purportedly for the benefit of qualified
employees of Bonneville. Those shares were purchased by the ESOP from Hixson,
Johnson, Wood and Dunlop for total purchase price of $3 million. The ESOP
borrowed the $3 million (the "ESOP Loan") from Security Pacific Bank of
Washington, N.A. ("Security "Pacific"), to fund the purchase. The ESOP Loan
was guaranteed by Bonneville and secured by, among other things, the stock
purchased by the ESOP. By 1991, the value of Bonneville stock had decreased
substantially such that the ESOP was in default on the ESOP Loan. To
collateralize Bonneville's guarantee of the ESOP Loan, from and after January
1991 Bonneville deposited a total of $1,318,657.45 into a certificate of
deposit held by Security Pacific, which then served as additional collateral
for the ESOP Loan. Before Bonneville filed its bankruptcy petition, both
Bonneville and the ESOP defaulted on the loan and Security Pacific foreclosed
upon the certificate of deposit and its other collateral. Subsequently, the
Trustee initiated litigation against Security Pacific, ET AL. (Adversary
Proceeding No. 92PA-2345) which was settled, with Bankruptcy Court approval,
by Security Pacific (or its successor-in-interest) a) paying the Estate
$190,000.00 and b) waiving all remaining claims against Bonneville and the
ESOP. Sea First, as successor-in-interest to Security Pacific, received, as
part of the settlement, a $1,000,000.00 deeply subordinated (Class 8) Claim
against the Estate. In 1998 the beneficiaries/employees (approximately 199
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individuals) of the ESOP collectively received, or will receive, with Bankruptcy
Court authorization, approximately $18,000.00 in Cash from the ESOP,
approximately 155,489 shares of the Existing Common Stock from the ESOP, and an
Allowed Class 9 Section 510(b) Equity Claims totaling $984,245.37.
6. Other Transfers to Bonneville Insiders. In addition to the Bonneville
Insiders receiving money as indicated above (including proceeds from the sale
of stock in the IPO and second public offering), the Bonneville Insiders also
utilized offshore corporations to either siphon money away from Bonneville
(for the ultimate benefit of the Bonneville Insiders) and/or to facilitate
the fictitious earning transactions. For example, using Sallah International,
a Panamanian corporation formed by the Bonneville Insiders, the Bonneville
Insiders were able to divert approximately $4.5 million from Bonneville and its
American Atlas project; most, if not all, of that money eventually found its
way into the pockets of the Bonneville Insiders and others.(39)
7. Transfers to Professionals. On or about December 4, 1991, the day
before the filing of Bonneville's petition in bankruptcy, Bonneville issued
cashiers checks to a number of law firms that had provided prepetition services
to Bonneville, or to Bonneville's Affiliates, including(40):
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(39) The details of this transaction and other transactions wherein the
Bonneville Insiders utilized offshore corporations for personal profit
and/or to facilitate sham earnings is set forth in detail in the Fifth
Amended Complaint in the SEGAL (TRUSTEE) V. PORTLAND GENERAL, ET AL.
litigation. As previously stated, the Bonneville Insiders deny all
allegations made against them by the Trustee or others in connection with
the above-referenced litigation or otherwise.
(40) The payments listed are only those made on or about December 4, 1991.
According to the Examiner's Report, in the three years preceding the
filing of its bankruptcy petition, Bonneville paid approximately
$9 million to various law firms.
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<TABLE>
<CAPTION>
TRANSFEREE AMOUNT OWED AMOUNT PAID
<S> <C> <C>
Brobeck, Phleger & Harrison $55,533.00 $ 27,717.00
Hansen, Jones & Leta -0- 20,000.00
Holme, Roberts & Owen 71,000.00 35,000.00
Mayer, Brown & Platt 22,158.00 102,158.00
Parsons, Behle & Latimer 47,000.00 23,500.00
Streich, Lang, Weeks & Cardon 15,153.00 15,153.00
Watkiss & Saperstein 3,848.00 3,848.00
</TABLE>
The payment to Hansen, Jones & Leta was a retainer paid for services
anticipated to be rendered by that firm as bankruptcy counsel for Bonneville.
The payment to Mayer, Brown & Platt was intended to include a $75,000 retainer
for post-petition services anticipated to be rendered for Bonneville and/or
its subsidiaries and for payment of outstanding prepetition fees. Mayer,
Brown & Platt had also received $75,000 from Bonneville in late
November, 1991, which was also intended to serve as the retainer for post-
petition services. Ultimately the November, 1991 $75,000.00 payment was
treated by Mayer, Brown & Platt as a retainer for services anticipated to be
rendered for select Bonneville subsidiaries and the entire $102,158.00 payment
made on December 4, 1991 was treated as if it were a retainer for services to
be rendered for Bonneville.
VIII. BONNEVILLE PACIFIC CORPORATION: THE DEBTOR-IN-POSSESSION
(DECEMBER 5, 1991 TO JUNE 12, 1992)
A. Overview.
Upon the filing of its petition in bankruptcy Bonneville became a "Debtor-
in-possession" under Chapter 11 of the Bankruptcy Code. Bonneville was a
Debtor-in-possession from December 5, 1991 to June 12, 1992. In the Trustee's
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opinion, little progress was made in Bonneville's bankruptcy proceeding during
this six (6) month period of time. Initially, Bonneville was significantly
influenced by insiders such as Wood, Johnson and Dunlop. Thereafter, in the
opinion of the Trustee, the Debtor-in-possession was involved with certain
professionals and others who either had their own interests in mind or who
failed to adequately perform their responsibilities. As a result of these
problems and others, the Bankruptcy Court, SUA SPONTE, first ordered the
appointment of an examiner in April of 1992 and then ordered the appointment of
a trustee on June 11, 1992.
B. Employment of Professionals.
Simultaneously with the filing of the bankruptcy petition, Bonneville
filed an application seeking authority to employ Mayer, Brown & Platt ("MB&P"),
a law firm based in Chicago, Illinois, to act as general counsel for Bonneville
and Bonneville's subsidiaries. Bonneville also filed an application seeking
authority for the law firm of Hansen, Jones & Leta ("HJ&L") to act as local
counsel for Bonneville and Bonneville's subsidiaries. The Bankruptcy Court
denied those applications on the grounds that counsel could not simultaneously
represent both Bonneville and its subsidiaries. That decision was subsequently
affirmed on appeal by the District Court. The Bankruptcy Court subsequently
approved Bonneville's application for authority to employ HJ&L as general
counsel for Bonneville and the Bankruptcy Court authorized MB&P to act as
special counsel for Bonneville, in limited capacities, while also representing
certain Bonneville subsidiaries.
In addition, during its term as Debtor-in-possession, Bonneville obtained
authority to employ a number of other professionals including but not limited
to: Buccino & Associates ("Buccino"), as financial advisors; Deloitte & Touche
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("Deloitte"), as auditors and accountants; and Parsons, Behle & Latimer
("PB&L"), as special counsel.
An Official Creditors Committee (the "Committee") was appointed in
Bonneville's bankruptcy case on December 17, 1991. The Committee members
included three individuals that owned Bonneville bonds, three banks that held
senior unsecured claims and one entity that held a claim for unsecured trade
debt. The Committee obtained authority to employ LeBoeuf, Lamb, Leiby &
MacRae ("LLL&M") as the Committee's counsel and Ernst & Young as the
Committee's accountants.
C. Major Events During the Debtor-in-possession's Term.
On January 22, 1992, Portland General filed suit against Wood, Johnson,
Dunlop, Monson & Deloitte entitled PORTLAND GENERAL V. WOOD ET. AL., Third
District Court for the State of Utah, Case No. 920900386 CV, alleging,
essentially, that the defendants had perpetrated a fraud by structuring
Bonneville transactions in a manner that created an illusion of income, and
exaggerated the value of assets on Bonneville's books, which made Bonneville
appear prosperous - when it was not - and allowed the individual defendants
to receive personal gain at the expense of Bonneville, Bonneville's creditors
and Bonneville's stockholders. Although those allegations were, in the
hindsight opinion of the Trustee, substantially accurate, Wood, Johnson and
Dunlop remained on the Debtor-in-possession's board of directors(41) and
Bonneville, as Debtor-in-possession, filed a Motion in Bankruptcy Court
seeking to enjoin Portland General from pursuing its action against Wood,
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(41) When Mower became the President of Bonneville in early 1992 he requested
that both Dunlop and Johnson resign from Bonneville's board of directors.
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Johnson, Dunlop and Monson until after a Plan of Reorganization was filed in
Bonneville's bankruptcy case. That Motion was denied by the Bankruptcy Court.
By Order entered January 29, 1992 the Bankruptcy Court approved the
Debtor-in-possession's motion to permit Bonneville Vermont (a wholly owned
subsidiary of Bonneville) to sell its 24.5% general partnership interest in
Ryegate Associates for $1.75 million. Ryegate Associates was the developer
of an approximately 19 megawatt wood-fired power project located near Ryegate,
Vermont which was under construction at the time of the sale. That sale was
consummated by the Debtor-in-possession.(42)
In March of 1992, the Debtor received tax refunds from the United States
Internal Revenue Service in the total amount of $3,236,740.43
On January 14, 1992 American Atlas # 1 Ltd. filed a motion for relief from
the automatic stay seeking to foreclose on its security interest in
Bonneville's stock in Cogeneration Technology and Development Co. ("CTDC"), a
wholly owned subsidiary of Bonneville that operated a large power project in
Rifle, Colorado. The "cause" cited for relief from the automatic stay included
allegations that Bonneville had improperly taken millions of dollars in
royalties and falsely reported the transactions in Bonneville's financial
statements. After an evidentiary hearing, the Bankruptcy Court granted relief
from the automatic stay. The Trustee subsequently resolved Bonneville's
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(42) During the Debtor-in-possession's term, the Debtor also actively attempted
to market or sell its interest in Recomp, the Anamax engines, and the SMUD
and Yuma projects. While the Debtor-in-possession was not successful in
consummating any sales of such assets, after the Trustee was appointed,
the Trustee, along with current management, continued such sale efforts.
As discussed in Section X,E. of this Disclosure Statement, the Debtor's
interest in Recomp, the Anamax engines, the Yuma project and the SMUD
project were sold by the Estate.
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dispute with American Atlas # 1 Ltd. in a Bankruptcy Court approved settlement
by acquiescing in the transfer of the interest in CTDC in return for a
beneficial natural gas sale contract for Bonneville Fuels and a release of
approximately $50 million in claims asserted by Westinghouse Electric Corp.
and American Atlas # 1 against Bonneville.
On February 11, 1992 the Debtor-in-possession filed a motion seeking
authority to loan $500,000.00 to Recomp Inc. Bonneville, at that time, owned
62% of the outstanding stock of Recomp, and such stock had a stated "book"
value on Bonneville's financial statements in excess of $22 million. The
Debtor-in-possession represented to the Bankruptcy Court that the loan was
prudent because the loan was needed to preserve the operation of Recomp, a
valuable asset of the estate. The motion was granted and the loan was made.
The Trustee subsequently determined that Recomp (unbeknownst to the Bankruptcy
Court) had been directly and indirectly subsidized by the Debtor-in-possession.
The Trustee also determined that Recomp had been at the center of an
"earnings" transaction, and was grossly overvalued on Bonneville's books.
After a marketing effort, first by the Debtor-in-possession and then by the
Trustee, the Estate received approximately $689,000.00 (which amount includes
repayment of the $500,000.00 post-petition loan) from the sale of Bonneville's
interest in Recomp and its subsidiaries.
On February 18, 1992 the Debtor-in-possession filed a motion for authority
to compromise a dispute between, INTER ALIA, Bonneville and Prudential
Interfunding Inc. with regard to a hydroelectric project in Idaho owned by
Magic Valley Hydroelectric Partners, Ltd., 1984, a limited partnership in
which Bonneville was the general partner. The settlement, as initially
proposed, contemplated that: a) Bonneville would be paid $270,000.00, which
was a fraction of the amount owed to Bonneville; b) the Magic Valley
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partnership would be dissolved; c) and the hydroelectric project would be
transferred to an entity not affiliated with Bonneville that would assume
liability for the obligations secured by the project. The settlement required
the approval of a majority of the limited partners in the Magic Valley
partnership and, in endeavoring to obtain that approval, the Debtor-in-
possession and others concluded that some payment would be made to limited
partners of Magic Valley to obtain approval of the settlement. Bonneville's
bankruptcy counsel also learned that partners and clients of Mayer, Brown &
Platt ("MB&P"), then special counsel for Bonneville as Debtor-in-possession,
were limited partners in Magic Valley. Without disclosing the involvement of
MB&P's partners or clients, the Debtor-in-possession requested authority to
use $70,000.00 from the settlement as payment to limited partners of Magic
Valley. The Court authorized the settlement, as revised, and limited partners
of Magic Valley, including partners and clients of MB&P, received a pro rata
distribution of $70,000.00. The Debtor-in-possession retained $200,000.00 from
the settlement and wrote-off the remaining accounts receivable from Magic
Valley. Many of the limited partners in this partnership (some of which are
now Claimants in Class 7) executed releases waiving claims against Bonneville.
In March, 1992, the Debtor-in-possession discovered that Dunlop had
committed a million dollar defalcation with funds of Recomp (specifically,
Dunlop allegedly took more than a million dollars from Recomp). Dunlop was
immediately removed from Bonneville's and Recomp's business premises, the FBI
was notified, and Bonneville, as directed by Mower, initiated an internal
investigation of Bonneville's financial affairs. The Debtor's internal
investigation, which was preliminarily completed in early April, 1992, was
known as the "Harris-Houghton Report"; such report provided certain details
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about the Insiders' fictitious earning transactions. Bonneville also employed,
with Bankruptcy Court approval, Warren Christiansen, an independent accountant,
to investigate the financial affairs of Recomp.
During its term as Debtor-in-possession, Bonneville commenced three (3)
adversary proceedings:
1. BONNEVILLE V. PORTLAND GENERAL, ET. AL, A.P. No. 92PA-2057 commenced
in Bankruptcy Court and was withdrawn to the United States District Court for
the District of Utah, 92-C-364J. In that proceeding, Bonneville sought damages
from Portland General and individuals affiliated with Portland General. The
basis of the relief sought in the Debtor-in-possession's complaint was the
alleged defalcation and misconduct of Portland General arising from Portland
General's withdrawal of support from Bonneville. However, the Debtor-in-
possession's complaint ignored the wrongdoing perpetrated by the Bonneville
Insiders and others; accordingly, the complaint was incomplete. After a
thorough investigation (including the taking of scores of Rule 2004 exams),
in August of 1993 the Trustee filed an amended complaint which was markedly
different from the complaint filed by the Debtor-in-possession. The Trustee's
approximately 600 page amended complaint focused not only on the alleged
misconduct of Portland General, but also the alleged misconduct of the
Bonneville Insiders and the professionals who assisted them. The result of
this litigation initiated by the Trustee (SEGAL (TRUSTEE) V. PORTLAND GENERAL,
ET AL.) is discussed in Section X, I. of this Disclosure Statement.
2. BONNEVILLE V. EURO KAPITAL AG, ET AL. was filed in the Bankruptcy
Court (A. P. No. 91PA-2465) and sought the release of approximately
$2.1 million in U.S. Treasury strips that secured a letter of credit purchased
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by Bonneville purportedly in favor of Euro Kapital (a German entity). The
letter of credit was related to a complex financial transaction created by
some of the Bonneville Insiders and others which transaction included a
project known as BWETA (Bonneville Wind Energy Technology Associates). In the
Trustee's opinion, this transaction was among the fictitious "earnings"
transactions structured by Bonneville Insiders, allegedly with assistance,
INTER ALIA, from Euro Kapital and those affiliated with Euro Kapital. The
Debtor-in-possession made no progress in the litigation as the Debtor-in-
possession had not focused on the true nature of the financial dealings
between Bonneville and Euro Kapital. After his appointment, the Trustee
radically changed the nature of the claim against Euro Kapital (including
naming Euro Kapital and its affiliates in the SEGAL V. PORTLAND GENERAL, ET AL.
litigation). Thereafter, the Trustee was able to settle and resolve the suit
entirely in the Estate's favor; such settlement resulted in the release of all
of the remaining Treasury strips to the Estate, release of an approximately
$5 million proof of claim filed by Euro Kapital against the Estate and
release of an approximately $42 million proof of claim filed by Elektrizitaets-
Werk Pool and MA Technologie Treuhand GmBH (German entities affiliated with
Euro Kapital) against the Estate.(43)
3. BONNEVILLE V. ARTHUR JAMES, filed in the Bankruptcy Court, was an
adversary proceeding to resolve the defendant Art James' asserted interest in
certain freezing equipment located in Bonneville's Santa Maria, California food
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(43) Euro Kapital AG, Euro Kapital AG and Co., Elektrizitaets-Werk Pool and MA
Technologie Treuhand GmBH, along with other German entities or individuals
affiliated with the above-named entities, were all named as defendants in
the SEGAL (TRUSTEE) V. PORTLAND GENERAL, ET AL. litigation; however, none
of these defendants were served. In the Trustee's 1994 Bankruptcy Court
approved settlement with all these "German Entities", the Estate released
all claims against the German Entities in exchange for the consideration
recited above. All of these German entities deny all allegations of
fault or wrongdoing.
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processing plant. No progress in this litigation was made by the Debtor-in-
possession. The Trustee subsequently settled the litigation with Bankruptcy
Court approval; specifically, the equipment was returned to the defendant and
the defendant waived all claims against Bonneville (including his $813,000.00
filed proof of claim) and its subsidiaries.
Except for the three (3) lawsuits discussed above, no other suits were
commenced by the Debtor-in-possession against any person or entity.
Specifically, the Debtor-in-possession filed no actions for preferential or
fraudulent transfers and no actions were brought against the Bonneville
Insiders and those who assisted them in their actions with respect to
Bonneville.
During much of the Debtor-in-possession period, Dunlop, Johnson and/or
Wood remained on Bonneville's board of directors. Mower replaced Wood as the
President of Bonneville by February, 1992 and Mower became a member of
Bonneville's Board. Dunlop was removed from the Board in March of 1992.
Johnson's resignation from the Board was accepted on April 24, 1992 and Wood
resigned from the Board on May 8, 1992. Directors Ralph Cox, Clark Mower and
Calvin Rampton still remain on the Debtor's Board. Since the appointment of
the Trustee, the Debtor's Board has been inactive.
D. The Debtor-in-possession's Asset Valuation and Chapter 11 Plan
The Statements and Schedules filed by Bonneville, as Debtor-in-possession,
reflected Bonneville's assets at their "book" value - that is, the value that
was reflected in Bonneville's financial statements - which was $252,554,163.
The Statements and Schedules initially filed by Bonneville estimated
Bonneville's debts at $197,035,331.36. Thus, the Statements and Schedules
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indicated that the value of Bonneville's assets was approximately $50 million
more than was necessary to pay all creditors in full.
In truth, however, the "book value" of Bonneville's assets reflected in
the Statements and Schedules included the inflated values of accounts
receivable and other assets created by the fictitious "earnings" transactions.
Those values did not bear any resemblance to the actual value that could be
generated from operation or sale of Bonneville's assets.(44)
On March 23, 1992, Bonneville, as Debtor-in-possession, filed a Motion
seeking to extend the 120 day period during which only Bonneville could propose
a Chapter 11 plan under Section 1121(b) of the Bankruptcy Code. That Motion
was granted by order of the Bankruptcy Court and Bonneville was permitted
through May 18, 1992 to file a plan without the threat of competing plans
being filed by other parties-in-interest. On May 11, 1992, Bonneville and the
Creditors' Committee filed a Joint Motion seeking another extension of the
period in which only Bonneville could file a plan. The Bankruptcy Court found
that there was no cause to further extend the period of exclusivity. The
Bankruptcy Court cautioned that a plan filed only to preserve the exclusivity
period, without meeting the requirements of the Code, would be considered to be
filed in bad faith. Nonetheless, the Debtor-in-possession filed a plan and a
disclosure statement on May 17, 1992.
The Debtor-in-possession's disclosure statement made no mention of any of
the fictitious "earnings" transactions. The disclosure statement did not
disclose any details concerning possible claims against the Bonneville
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(44) Indeed, by January 30, 1992 Buccino and Associates, the Debtor-in-
possession's financial advisor, had prepared a report indicating that the
total net value of Bonneville's assets was only between $22 and
$45 million, leaving the Debtor-in-possession with a massive negative net
worth.
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Insiders or against professionals who had assisted the Bonneville Insiders in
the earnings transactions.(45) The disclosure statement stated that, if
Bonneville's assets were liquidated, perhaps less than $19 million would be
realized for payment of unsecured creditors (including holders of Debentures,
bank claims and general trade debt). The disclosure statement also stated that,
if Bonneville were reorganized under the plan proposed by the Debtor-in-
possession, the assets would have a going concern value of under $35 million
for payment of unsecured creditors (including holders of Debentures, bank
claims and general trade debt). The disclosure statement indicated that
during Bonneville's term as Debtor-in-possession, Bonneville had sustained
multi-million dollar operational losses. Under the plan proposed by the
Debtor-in-possession, general unsecured creditors (e.g., bank, Debenture and
trade Claimants) were to receive: a) a pro rata share of a $5 million note
with interest at 6.5%, payable in five annual installments; plus b) a pro rata
share of 90% of the stock in the Reorganized Debtor (valued at approximately
$27 million); plus c) a pro rata share of proceeds from liquidation of certain
assets, estimated to generate a net of under $7 million over two years. The
Debtor-in-possession's plan provided for no payment to parties that held claims
against Bonneville based upon loss of money from trading in Bonneville's stock
or Debentures, unless all unsecured claims were first paid in full, with
interest at the legal rate. The Debtor-in-possession's plan provided for
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(45) While the plan filed by Bonneville, as Debtor-in-possession, contemplated
the possibility of filing claims against the Bonneville Insiders to
supplement recovery to creditors, the plan allocated only $150,000.00 per
year to fund that litigation - an amount that in hindsight was wholly
inadequate to fund the cost of effective litigation. Specifically, the
Estate under the direction of the Trustee expended millions of dollars for
out-of-pocket costs and the Trustee's special litigation counsel expended
more than $20 million in time over a period of five years in order to
fully pursue the SEGAL (TRUSTEE) V. PORTLAND GENERAL, ET AL. investigation
and litigation which resulted in the recovery of more than $187 million
for the Estate. For the detailed results of the Trustee's litigation
efforts, see Section X,I. of this Disclosure Statement.
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cancellation of Bonneville's stock, and, therefore, Interestholders would
neither retain their stock nor receive any distribution of any kind.
In the Trustee's opinion, the Debtor-in-possession's proposed Chapter 11
plan was impractical as well as not feasible because it was contingent upon
equitable subordination of the claims asserted by Portland General. The plan
was not to become effective until Portland General's claim was resolved and
Bonneville was to remain as Debtor-in-possession until that time.(46)
A hearing on the adequacy of the Debtor-in-possession's disclosure
statement was never held. The Trustee concluded that the disclosure statement
filed by the Debtor-in-possession was wholly inadequate and the plan was not
confirmable. The Trustee, therefore, did not pursue an Order approving
adequacy of the Debtor-in-possession's disclosure statement or confirmation
of the Debtor-in-possession's Chapter 11 plan .
E. Professional Fees and Expenses.
The following chart summarizes the claimed fees and costs of professionals
retained by the Debtor-in-possession or the Committee and also reflects the
final amounts actually received by such professionals:
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(46) After years of litigation in which both Portland General and the Estate
under the direction of the Trustee expended millions of dollars in costs
and fees, in September of 1996, in a Bankruptcy Court approved settlement,
Portland General waived its $76 million claim (before trebling) against
the Estate.
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<TABLE>
<CAPTION>
Professional Amount Sought in Fee Amount Ultimately Paid
by
Applications or Otherwise the Estate
<S> <C> <C>
Buccino & Associates $825,000.00(47) $825,000.00
Ernst & Young 316,987.00 -0-
Mayer, Brown & Platt 300,604.00 -0-
Parsons, Behle & Latimer 206,250.00
100,000.00(48)
LLL&M (at least) 204,166.00 -0-
Hansen, Jones & Leta 213,644.00(49) -0-
Snell & Wilmer (4/1/92 to
6/12/92) 200,000.00 not yet determined(50)
</TABLE>
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(47) Includes prepetition services and costs; Buccino was also paid an
$80,000.00 retainer which is included in these figures; the $825,000.00
figure is an approximate one.
(48) While Parsons, Behle and Latimer ("PBL") did receive payment of an
Allowed $100,000.00 Administrative Claim, PBL's insurance carrier paid
the Estate $6.9 million to settle the SEGAL (TRUSTEE) V. PORTLAND GENERAL,
ET AL. litigation.
(49) Figure does not include a $20,000.00 prepetition retainer which was
retained by the law firm.
(50) The $200,000.00 figure is an approximate one. The amount which will
ultimately be paid by the Estate, if any, is unknown; while the Bankruptcy
Court has denied the requested fees in total (see 147 B.R. 803 and 196
B.R. 868), Snell and Wilmer has appealed that decision to the United
States District Court for the District of Utah, Cash No. 2:96-CV-573; that
appeal was decided on or about February 12, 1998 with the decision of the
Bankruptcy Court denying all fees and costs to Snell & Wilmer as counsel
for the Debtor-in-possession being affirmed. Snell and Wilmer was
previously paid $29,650.39 by the Estate for its legal services; based
upon the Bankruptcy Court's decision to deny all fees and costs to Snell
and Wilmer, that firm has conditionally disgorged such fees and costs with
the Trustee holding such sum in a separate, interest bearing account
pending the completion of Snell and Wilmer's appeals. One March 19, 1998
the Trustee entered into a settlement agreement which, if approved by the
Bankruptcy Court, would result in Snell and Wilmer waiving all claims to
fees for such law firm's services to the Debtor-in-possession and would
result in the Estate retaining the aforesaid $29,650.39 plus accrued
interest. A hearing on the Trustee's motion for approval of such
settlement agreement was scheduled for April 17, 1998 and at that time the
Bankruptcy Court approved the settlement. Also see footnote 76.
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<PAGE>
<TABLE>
<CAPTION>
Professional Amount Sought in Fee Amount Ultimately
Paid by
Applications or Otherwise the Estate
<S> <C> <C>
Deloitte & Touche 105,855.00
54,934.00(51)
Christiansen, Gyllenskog 34,148.00
34,148.00
Callister, Duncan & Nebeker 7,412.00
7,412.00
Houlihan Dorton 7,000.00
7,000.00(52)
</TABLE>
IX. BANKRUPTCY COURT'S SUA SPONTE ORDERING OF THE
APPOINTMENT OF AN EXAMINER AND THEN A TRUSTEE
A. Overview.
One of the primary reasons that Bonneville's Chapter 11 case has been
successful is because the Bankruptcy Court (the Honorable John H. Allen
presiding), independently reviewed the conduct of the Debtor-in-possession, its
professionals and others. When the Bankruptcy Court was not satisfied with
what it was seeing and hearing from the Debtor-in-possession, the Bankruptcy
Court, SUA SPONTE, ordered the appointment of an examiner. When the Examiner
filed a report which indicated that the Bonneville Insiders had caused
Bonneville to engage in sham earnings transactions and other wrongdoing, the
Bankruptcy Court, SUA SPONTE, ordered the appointment of a Chapter 11 trustee
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(51) While Deloitte did retain $54,934.00 paid to it by the Debtor-in-
possession, Deloitte paid to the Estate $65 million to settle the
SEGAL (TRUSTEE) V. PORTLAND GENERAL, ET AL. litigation, plus Deloitte
paid fees and costs to the Trustee's attorneys of approximately
$104,000.00 due to Deloitte's failure to properly produce documents
pursuant to a Rule 2004 subpoena.
(52) While Houlihan, Dorton (appraisers hired by the Debtor-in-possession) did
receive $7,000.00 in payment from the Debtor-in-possession, Houlihan,
Dorton (or its insurance carrier) paid to the Estate $533,264.99 to settle
the SEGAL (TRUSTEE) V. PORTLAND GENERAL, ET AL. litigation.
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for Bonneville. Without the judicial sagacity of the Bankruptcy Court, the
financial web that was the prepetition Bonneville might never have been unwoven.
B. Appointment of the Examiner.
On April 6, 1992, the Bankruptcy Court held a hearing on several fee
applications submitted by professionals employed by the Committee or the
Debtor-in-possession. At that hearing, a representative for Buccino
reported that Buccino had been forced to take extensive responsibility for
management of the Debtor-in-possession's business and that management, aside
from Buccino, was in disarray. After presentation of the fee applications,
the Bankruptcy Court noted that it was "shocked" by the events in the case
including: 1) Buccino's recitation of management difficulties; 2) the
extensive role being played by MB&P, which exceeded the bounds of MB&P's
court-authorized employment as special counsel for the Debtor-in-possession;
3) the report on the defalcation of Dunlop at Recomp - presented to the
Court without the presence of the Debtor-in-possession's bankruptcy
Counsel; and 4) information provided at the hearing on American Atlas #1
Ltd's. motion for relief from the automatic stay indicating that Bonneville
might be misappropriating funds and that Bonneville's financial officer could
not explain various questionable financial transactions. The Bankruptcy Court
noted that is was unable to determine who was in control of the Debtor-in-
possession and needed further information. The Court, therefore, ordered
the appointment of an examiner and requested that the examiner determine,
among other things: i) the identity of officers and directors of Bonneville,
pre and post-petition; ii) the identity of the parties controlling and
advising the Debtor-in-possession; iii) the facts regarding the Recomp
improprieties; iv) all transfers made by Bonneville in the three years
preceding the filing of Bonneville's bankruptcy petition that exceeded
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$100,000.00; v) transfers between Bonneville and its subsidiaries; vi)
the identity of Bonneville's prepetition counsel and counsel for Bonneville's
subsidiaries as well as the amounts which had been paid to counsel;
vii) the annual compensation for Bonneville's officers and directors; and
viii) any information that was relevant to an analysis of whether Bonneville
was the victim of fraud or mismanagement.
C. The Examiner's Report.
Alan Funk was appointed to serve as Examiner in Bonneville's bankruptcy
case. The Examiner employed, with Bankruptcy Court approval, the law firm
of McKay, Burton & Thurman and the accounting firm of Coopers & Lybrand to
assist in the examination. The Examiner filed his report with the Bankruptcy
Court on May 28, 1992. The Examiner's report(which in part utilized the
internal investigation undertaken by the Debtor-in-possession in March
and April of 1992 known as the Harris-Houghton Report) included over one
hundred pages of text, plus exhibits, describing to the Bankruptcy Court,
for the first time, a few of the facts related to the "earnings" transactions
and other wrongdoing perpetrated by, INTER ALIA, the Bonneville
Insiders. Total fees and costs paid to the Examiner and his professionals,
with approval by the Bankruptcy Court, were as follows: a) Alan Funk
$68,678.56); b) McKay, Burton & Thurman ($132,592.84); and c) Coopers &
Lybrand ($158,183.80).
D. Appointment of the Trustee.
On June 11, 1992, the Bankruptcy Court was, again, set to address
various fee applications which, by that time, exceeded a total amount
(paid or requested) of approximately $2 million. After hearing evidence
on the applications, the Court noted for the record that most of the
attorneys in the case, including PB&L, MB&P and LLL&M appeared to be laboring
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under undisclosed conflicts of interest. The Bankruptcy Court stated that
it had no confidence in Bonneville as a Debtor-in-possession and its
ability to "accurately report facts to the Court". The Bankruptcy Court
found that the conflicts under which counsel and management operated would
prevent them from appropriately investigating insiders that took advantage
of Bonneville or attorneys that received prepetition and post-petition
payments. Accordingly, although the Examiner had failed to recommend
that an independent trustee be appointed for Bonneville, the Bankruptcy
Court exercised the power vested under the Bankruptcy Code to SUA SPONTE
order the appointment of a Chapter 11 trustee to manage and preserve
Bonneville's bankruptcy estate. The Debtor-in-possession initially
appealed the order appointing the Trustee, but that appeal was soon
voluntarily dismissed .
X. THE TRUSTEE'S ADMINISTRATION OF BONNEVILLE'S BANKRUPTCY ESTATE
(JUNE 12, 1992 AND THEREAFTER)(53)
A. The Trustee.
Roger G. Segal was appointed as the Chapter 11 trustee for Bonneville's
Bankruptcy estate by the Office of the United States Trustee on Friday,
June 12, 1992. That appointment was approved by the Bankruptcy Court, and
the Trustee began the task of taking control of the Debtor on Monday,
June 15, 1992.
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(53) During the Trustee's almost six year administration of the Estate, the
Trustee has filed with the Bankruptcy Court (and the United States
Securities and Exchange Commission) monthly financial reports and
five (5) annual reports regarding the administration of the Estate.
These monthly statements and annual summaries are detailed and,
therefore, parties-in-interest are encouraged to read the statements
and summaries for a better understanding of what transpired during
the Trustee's administration of the Estate.
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<PAGE>
The Trustee is an attorney(54) licensed to practice law in Utah state
and federal courts and in the United States Court of Appeals for the
Tenth Circuit. The Trustee's legal practice has been primarily in the
area of debtor/creditor law since approximately 1973. The Trustee has been
a member of a standing panel of Chapter 7 trustees in the State of Utah
since 1975 and has broad experience acquired from serving as a trustee
in thousands of varied cases filed under Chapter 7 or under Chapter 11
of the Bankruptcy Code.
B. Summary of Bonneville's Financial Condition at the Time of Trustee's
Appointment.
When the Trustee was appointed in Bonneville's bankruptcy case:
1) Bonneville's Estate had approximately $3.5 million dollars in
unrestricted cash; 2) Professionals employed during the
Debtor-in-possession period had asserted unpaid (and not allowed) fees
and costs totaling approximately $1.6 million; 3) Bonneville had to
immediately pay (or deposit into escrow) approximately $1,347,000.00
in sales tax related to the NCA # 1 Project;(55) 4) Bonneville's
Estate had assets (including cash) that Buccino estimated had a
"going concern value" of less than $35 million and, in the Trustee's
opinion, probably then had a value of no more than $20 million;
5) Bonneville had 33 employees (excluding its subsidiaries) and a
payroll of $148,000.00 per month, including $60,000.00 per month
payable to officers of Bonneville; and 6) Bonneville had suffered,
both before and after the filing of its bankruptcy, and was continuing
to incur, large monthly operating losses. To address this dire
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(54) The Trustee is employed by the Salt Lake law firm of Cohne,
Rappaport & Segal, P.C.; such firm is also the general counsel
for the Trustee in Bonneville's bankruptcy proceeding.
(55) This amount was, with Bankruptcy Court approval, deposited by
the Trustee is an escrow account; over a period of five (5) years,
the NCA #1 Project itself paid the sales tax and, therefore, the
escrowed funds were returned to the Estate.
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<PAGE>
situation, the Trustee immediately undertook to cut costs, decrease
the number of employees, and close or sell unprofitable
businesses.(56)
C. Summary of Bonneville's Current Financial Condition
As discussed in greater detail in Section III of this Disclosure
Statement, as of December 31, 1997, some five and one-half years after
the Trustee's appointment, 1) Bonneville's Estate contains more than
$150 million in unrestricted cash; 2) Bonneville's Estate has non-cash
assets consisting mostly of profitable power projects and operating
subsidiaries with an estimated value of in excess of $60 million;
3) Bonneville (excluding subsidiaries) has five full-time and three
part-time employees and a monthly payroll of approximately $29,700.00;
and 4) each of Bonneville's (or its operating subsidiaries') remaining
businesses have been operating profitably for several years.
The Trustee estimates that the total prepetition Claims against
the Estate at the time of the Trustee's appointment in 1992 were
approximately six hundred million dollars ($600,000,000.00), most
of which were contingent and unliquidated. Based upon various
Bankruptcy Court approved settlements and other actions taken by the
Trustee and current management, the Trustee currently estimates that
the total amount of prepetition claims (excluding post-petition
interest) against the Estate has been reduced to approximately $170 million,
as discussed in detail in Section IV of this Disclosure Statement.
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(56) In the first year of the Trustee's term, the Trustee cut the number
of employees at Bonneville by almost half and cut Bonneville's
payroll by more than half.
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<PAGE>
D. Employment of Professionals.(57)
Immediately after the Trustee's appointment he employed, with
authority from the Bankruptcy Court, as his general counsel, the Salt
Lake law firm of Cohne, Rappaport & Segal, P.C. ("CR&S").(58) CR&S's
fees were and are paid on an hourly basis, subject to Bankruptcy
Court approval. Since the appointment of the Trustee, CR&S has served
as the Trustee's general counsel in almost all bankruptcy related
matters (e.g., providing legal services concerning the disposition
of assets, resolution or objection to claims, drafting of the Plan and
Disclosure Statement, etc.) and closely assisted the Trustee's special
litigation counsel in all matters related to the SEGAL (TRUSTEE) V.
PORTLAND GENERAL, ET AL. litigation and matters related thereto,
Especially all bankruptcy law aspects of the litigation.
Shortly after the Trustee's appointment he employed, with authority
from Bankruptcy Court, the firm of Nielson, Elggren, Durkin & Co. ("NED").
NED's fees were and are paid on an hourly basis, subject to Bankruptcy Court
approval. Since the appointment of the Trustee, NED has provided general
accounting services, has provided forensic accounting services in assisting
the Trustee's special litigation counsel in an extensive investigation into
Bonneville's financial affairs, and has prepared all tax returns filed by
Bonneville.
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(57) Bonneville itself is not currently represented by counsel.
Bonneville's subsidiaries, particularly Bonneville Fuels and BPSC,
are represented, when needed, by separate law firms which are
independent of the Trustee or Cohne, Rappaport & Segal, P.C.
(58) On many other occasions during the last several years, when
Roger G. Segal is appointed as trustee in a Chapter 7 or a Chapter 11
proceeding, the Trustee has employed Cohne, Rappaport & Segal, P.C.
as his general or special counsel.
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<PAGE>
Shortly after the Trustee's appointment, the Trustee and his
General Counsel, after consultation with creditors, determined that
it was in the best interest of Bonneville, its creditors and its
shareholders to retain special litigation counsel for the purpose of
a) conducting an extensive investigation into Bonneville's financial
affairs and b) once the investigation was concluded, initiating
litigation against those persons who appeared to be responsible
for the wrongdoing which had resulted in Bonneville being unable to
pay its legitimate obligations. Because the Estate then had few
remaining liquid assets, and the Trustee believed that the litigation
would cost millions of dollars in attorneys' fees, the Trustee concluded
that such special litigation counsel would have to be retained on
a contingent fee basis.(59) Accordingly, the Trustee commenced a
nationwide search for counsel with the requisite expertise and staff
to pursue the complex claims that Bonneville held against, INTER ALIA,
the Bonneville Insiders and the professionals, including attorneys and
accountants, who the Trustee believed had assisted the Bonneville Insiders
in formulating and implementing the fictitious "earnings" transactions.
Beus, Gilbert & Morrill, P.L.L.C. ("BG&M"), a law firm based in Phoenix,
Arizona, appeared to be the most qualified of those considered to
render those services as that firm had a significant background in
pursuing accounting malpractice claims and had a sufficient number
of attorneys and the staff to undertake litigation of the magnitude
contemplated by the Trustee. BG&M was employed by the Trustee with
Bankruptcy Court approval in September of 1992 on a contingency fee basis
to investigate and pursue certain claims possessed by the Estate.
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(59) Other reasons for retaining special litigation counsel on a contingent
fee basis rather than an hourly basis were a) to "share" the risk of
the litigation between the Estate and the contingent fee law firm and
b) to relieve the concerns of the "senior" bank creditors that their
money was to be used in order to pursue litigation which might
ultimately benefit only "junior" classes of creditors.
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Pursuant to the 1992 "Legal Representation Agreement" between BG&M and
the Trustee, BG&M was entitled, subject to Bankruptcy Court approval, to
20% of any recovery generated by pursuit of those claims before the filing
of a lawsuit, 33% of any recovery generated after filing of a lawsuit and
40% of any recovery generated after the commencement of trial.
Bonneville's Estate was to pay, subject to Bankruptcy Court approval,
the costs associated with pursuit of claims; those costs (which
included NED's fees related to the investigation or litigation) were to be
deducted from any recovery generated by BG&M before calculation of the
contingency fee. BG&M was also authorized to utilize the services of
CR&S provided that CR&S's fees for the legal services related to
the litigation were to be deducted from any contingent fee allowed to BG&M.
Over the years the Trustee, with approval of the Bankruptcy Court,
has also employed several other professionals as special counsel to
perform limited tasks including: 1) the Vermont law firm of Cheney,
Brock & Saudek, employed pursuant to an Order of the Bankruptcy Court
entered December 7, 1992 on a contingency fee basis, to pursue
Bonneville's claims against the Central Vermont Public Services
Corporation arising from an unbuilt power project located in Vermont;
2) the law firm of Weil, Gotshal & Manges, LLP, a New York based law firm,
employed pursuant to an Order of the Bankruptcy Court entered
June 25, 1996 on an hourly fee basis to assist the Trustee with issues
related to a plan, tax and securities law issues; 3) the law firm of
McEwen, Gisvold, Rankin Carter & Streinz, an Oregon law firm employed
pursuant to an Order of the Bankruptcy Court entered October 9, 1996
on an hourly fee basis to assist the Trustee to resolve a dispute arising
with Vulcan Power Company, which had purchased Bonneville's interest in,
INTER ALIA, certain geothermal wells located in California; 4) the law
firm of Murphy, Weir & Butler, a California based law firm, employed
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pursuant to an Order of the Bankruptcy Court entered November 12, 1993 on
an hourly fee basis to assist the Trustee in connection with the
Estate's sale of the Anamax engines; and (5) the Salt Lake office of the
Law firm of Snell & Wilmer, employed pursuant to an Order of the
Bankruptcy Court entered on or about August 4, 1992 on an hourly fee
basis for the limited purpose to assist the Trustee in the transition of
the Estate from the Debtor-in-possession to the Trustee. The Trustee on
behalf of the Debtor has also employed, with Bankruptcy Court approval,
1) the Colorado based accounting firm of Hein plus Associates LLP
employed pursuant to an Order of the Bankruptcy Court entered
December 23, 1996 on an hourly basis to prepare audited financial statements
and other accounting services for Bonneville and its affiliates; and
2) the New York based investment banking firm of Bear Stearns & Co. Inc.
employed pursuant to an Order of the Bankruptcy Court entered on
March 21, 1997 for investment banking services and other financial
advice, including valuing the Debtor's (or its Subsidiaries')
businesses and advising the Trustee concerning plan and business
alternatives.
LeBoeuf, Lamb, Leiby & MacRae withdrew as the Committee's counsel
in June of 1992. In July of 1992, the Committee applied to the
Court for authority to employ Stutman, Treister & Glatt, a
California law firm, to act as general counsel for the Committee, on an
hourly fee basis. The Trustee objected to the employment of Committee
counsel on the basis that the employment was unduly expensive and was not
necessary to the administration of the estate. The Bankruptcy Court
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sustained that objection and the Bankruptcy Court's ruling was
affirmed on appeal by the United States District Court for the District
of Utah. Thereafter the Committee disbanded.(60)
The Official Committee of Bondholders (i.e., Debenture Claimants)
chaired by C. Derek Anderson, which was appointed by the United States
Trustee in September, 1992, obtained Bankruptcy Court authority to
employ the Utah law firm of Nielson & Senior as local counsel and the
California law firm of Steefel, Levitt & Weiss, as general counsel for the
Bondholders' Committee, on the basis that counsel's fees would not be paid
by the Estate unless the fees were entitled to payment under Section
503(b)(3) or (4) of the Bankruptcy Code. In 1997 the Bankruptcy Court
sustained the Trustee's objection to approximately $325,000.00 in fees which
had been informally requested by such committee or its chairman. The
Bondholders' Committee was disbanded by no later than March of 1997.
As of the date of this Disclosure Statement, there are no active,
statutory committees involved in the Debtor's Chapter 11 case. Conversely,
many Creditors and Interestholders have been actively represented by counsel
in the case. Also see pages 10 and 11 of this Disclosure Statement
concerning the December 31, 1997 Conditional Letter Agreement which was
negotiated between the Trustee and certain Creditors holding tens of
millions of dollars in Claims against the Estate.
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(60) After the appointment of the Trustee, the Bankruptcy Court denied
various applications of individual members of the Committee (including
C. Derek Anderson) for reimbursement of their costs. Neither the
Committee's counsel (LLL&M) nor the Committee's accountants (Ernst &
Young) ultimately received (or retained) any Allowed fees or costs
from the estate.
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E. Dispositions of Interests in Subsidiaries and Partnerships.
At the time the Trustee was appointed, Bonneville owned equity
interests in numerous entities, including wholly owned subsidiaries,
some of which had incurred and were continuing to incur operating losses
and were being directly or indirectly subsidized by Bonneville to
sustain operations. The Trustee and current management undertook to
expediently dispose of the Estate's interest in such unprofitable
entities. In some instances the Trustee simply abandoned the Estate's
interest in the entity or caused the entity to cease business in order to
stop accruing operational losses. In other instances, the Trustee
negotiated the return of the entity's assets to secured lenders under terms
that limited or eliminated the remaining unsecured obligation that would be
owed by the Estate to those lenders. In a few instances, the Trustee was
able to liquidate Bonneville's interest in a subsidiary or partnership in
a manner that generated funds for the Estate.
It should be noted, however, that funds generated by the sale or
other disposition of Bonneville's interests in subsidiaries and
partnerships rarely equaled the book value reflected for those assets
in the Statements and Schedules filed by Bonneville, as Debtor-in-
possession, in this bankruptcy case. For instance, Bonneville owned
most of Recomp, Inc, and invested $27 million dollars in that entity,
including $500,000 loaned by Bonneville, as Debtor-in-possession, after
the bankruptcy was filed. The stock of Recomp and the accounts receivable
owed by Recomp to Bonneville were reflected in Bonneville's prepetition
financial statements with a "book" value in excess of $22 million.
However, Recomp consistently lost money and when the Trustee sold
Bonneville's interest in that entity the sale generated only
approximately $689,000.00.
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The primary transactions involving disposition of the Estate's
interest in its subsidiaries, affiliates or partnerships after the
Trustee's appointment are summarized as follows(61)
1. Yuma Project. Bonneville's wholly owned subsidiaries,
Bonneville - Yuma Corp. and Bonneville General Corporation, and other
affiliates, owned contractual rights and permits necessary to construct
and operate a proposed power project near Yuma, Arizona which would supply
power to San Diego Gas & Electric. After the appointment of the Trustee,
Bonneville's interests (and BPSC's interests) were sold to California Energy
or its affiliates for $4.75 million pursuant to Orders of the Bankruptcy
Court entered on or about July 17, 1992 and October 26, 1992; $500,000.00
of the purchase price was paid in 1992. However, California Energy did
not fulfill its commitment to pay the remaining purchase price and,
therefore, the Trustee initiated an adversary proceeding to collect the
amounts owed. SEGAL (TRUSTEE), ET AL. V. CEDC, Adversary Proceeding
No. 93PA-2495. California Energy filed a multi-million dollar
counterclaim. The dispute was resolved by a settlement dated
October 21, 1994, which settlement was approved by the Bankruptcy Court.
Pursuant to the terms of that settlement, the counterclaim was dismissed
with prejudice and California Energy paid to Bonneville and BPSC an
additional amount of approximately $4 million.
2. Lehi Project. Bonneville and Lehi Cogeneration, Inc., a wholly
owned subsidiary of BP Thermal, in which Bonneville was a 50% general
partner, were general partners of Lehi Cogeneration Assoc., a Utah
partnership, which developed, owned and operated a cogeneration facility in
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(61) The descriptions provided herein are summaries of transactions which,
in many instances, were intricate and complex. The descriptions do
not and cannot, in summary fashion, describe all of the terms of the
transactions. Each transaction (or any related settlement) must be
reviewed in its entirety. In each case the Trustee's actions were
authorized by the Bankruptcy Court and pleadings on file with the
Bankruptcy Court detail the terms of the transaction.
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Lehi, Utah. The "book" value of Bonneville's interest in the Lehi
project was in excess of $6 million. However, the cogeneration facility
sustained ongoing operational losses and the Trustee concluded that the
value of the project was substantially less than the amount owed to
CIGNA, the secured lender. The Trustee negotiated a settlement with CIGNA
wherein CIGNA agreed to reduce its claim against Bonneville's bankruptcy
estate to a $10 million subordinated claim which is treated as a Section
510(b) Equity Claim as provided in Class 10 of the Plan. The CIGNA
claim is further discussed in Section VI of this Disclosure Statement.
Pursuant to his agreement with CIGNA, the Trustee abandoned Bonneville's
interest in the Lehi project. Lehi Cogeneration Assoc. filed a petition
under Chapter 7 of the Bankruptcy Code in October, 1992 and its assets
were subsequently liquidated by its Chapter 7 trustee.
3. Island Park Project. Bonneville Pacific-Island Park Corporation
("BPIPC"), a wholly owned Bonneville subsidiary, was the general partner
in Island Park Hydropower Ltd., an Idaho limited partnership, which held
interests in a hydroelectric project in Idaho. All interests in the project
were sold for a purchase price of $500,000.00 payable as the project was
developed. Fifty percent of that purchase price was paid to BPIPC, and
the remainder was distributed to limited partners of Island Park
Hydropower Ltd. BPIPC ultimately received $107,164.30, which was paid by
BPIPC to Bonneville toward an account receivable owed to Bonneville.
4. Koyle Ranch Project. Bonneville was a general partner of Hydro
Electric Associates 1983, a Utah limited partnership, and Koyle Equipment
Associates, a Utah limited partnership, which each owned an interest
in a hydroelectric project in Gooding County, Idaho. After concluding
that there was no equity in the project, the Trustee entered into
negotiations which culminated in the Trustee's abandonment of all interest
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in the project in return for withdrawal of the contingent claim of
New England Mutual Life Insurance Company, the secured lender, in the amount
of $979,341.00, and other claims asserted by third parties.
5. BP Associates, Fulcrum Inc. and Black Canyon Project.
Bonneville owned interests in three related entities including BP Hydro
Associates, a Utah general partnership, and Fulcrum Inc., a wholly
owned subsidiary, which owned and operated the Low Line Rapids, Deitrich
Drop, Rock Creek II, and Barber Dam hydroelectric projects in Idaho.
The Debtor also owned the Black Canyon hydroelectric project in Idaho.
After concluding there was little or no equity in the projects, the Trustee
sold the Estate's interests in such projects for approximately $30,000.00
plus the release of a $93,000.00 (or more) claim by the purchaser, CHI
Mountain States Operation, and the release of a $15.75 million claim by
Fuji Bank, Ltd., L.A. Agency, the secured lender with respect to such
projects.
6. Felt Dam Project. Bonneville was a general partner in CDM
Hydroelectric Co. ("CDM"), a Colorado general partnership created to
develop and operate the Felt Dam hydroelectric project in Idaho. The
Trustee transferred Bonneville's interest in CDM and the project pursuant
to a settlement agreement with other parties in CDM. Pursuant to the
settlement agreement (which was approved by the Bankruptcy Court on
October 5, 1992) Bonneville received approximately $154,000.00 cash
and the release of claims totaling in excess of $3.3 million.
7. Recomp. Bonneville owned 62% of the stock in Recomp Inc., which,
in turn, owned various subsidiaries that operated a number of composting,
incinerating and recycling facilities. Bonneville invested in excess of
$27 million in these projects, including a $500,000.00 post-petition loan.
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The Trustee determined that Recomp was part of an "earnings"
transaction, that the market value of Recomp was barely sufficient to
cover secured debt and that Recomp had incurred and was continuing to
in amount of $189,000.00, which has since been settled and satisfied.
In addition, as part of the sale, contingent claims in excess of $2 million
were released and Bonneville's contingent liability on various obligations
of Recomp (which had been guaranteed by Bonneville) were eliminated.
8. Martin Creek Project. Bonneville's wholly owned subsidiary,
Skykomish River Hydro Inc., owned rights and permits for a proposed
hydroelectric project known as the Martin Creek project in King County,
Washington. Bonneville's stock in the subsidiary was sold in 1993 for a
sales price that included $50,000.00 cash and $300,000.00 due when the
project is developed. The balance remains outstanding and the Trustee
believes that development of the Martin Creek project and, therefore,
collection of the account receivable, remains unlikely.
9. Mammoth Lakes Geothermal Project. Bonneville was a general
and limited partner in the Mammoth Lakes Limited Partnership, which
owned geothermal wells and permits in Mono County, California, known as
the Mammoth Lakes geothermal project. The Trustee sold Bonneville's
interest in the partnership and its assets to Vulcan Energy Inc.
("Vulcan"), another limited partner in the partnership.(62) Vulcan agreed
to: a) pay $20,000.00 down; b) obtain the release of, or replace, a
$20,000.00 letter of credit that secured a bond required by the State of
California; c) pay ongoing bond premiums and State assessments; d) take
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(62) Vulcan had purchased partnership interest from Mistletoe Financial
Inc.
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actions needed to have Vulcan replace Bonneville as the party
responsible, under California law, for maintaining or plugging the
geothermal wells; and, e) in the event a power project was developed,
pay Bonneville sums that over many years could have totaled up to
$1.5 million. Vulcan paid the $20,000.00 down payment and obtained a release
of the letter of credit. However, Vulcan was never able to satisfy the
criteria required by the State of California to complete the transfer of
the wells. Vulcan also discontinued making payment on bond premiums and
well assessments, and Bonneville remained liable for those premiums and
assessments. The State of California found that the wells had been
abandoned and ordered that they be plugged. Bonneville was the responsible
party on a $100,000.00 bond to cover the cost of plugging the wells.
Vulcan ultimately filed a petition under Chapter 11 of the Bankruptcy Code
in the State of Oregon. Litigation in the Oregon Bankruptcy Court was
commenced and that litigation was settled and approved by Order of the Utah
Bankruptcy Court entered on or about May 5, 1997. Pursuant to that
settlement, the Trustee has acquired clear title to the geothermal wells.
Bonneville explored the possibility of selling the wells but could not
find a qualified purchaser willing to assume the liabilities associated
with the wells, including the ongoing bond premiums and assessments, or the
cost of plugging the wells. The Trustee and current management concluded
that Bonneville should proceed to plug and abandon the wells and thereby
eliminate the ongoing expenses and potential liabilities associated with
the wells. The cost to the Estate to plug and abandon the wells was
approximately $115,000.00 and that work has now been completed. As part
of the settlement with Vulcan, the Trustee retained a claim against Vulcan's
bankruptcy estate, which is to be paid through issuance of stock in Vulcan,
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a reorganized company. The Trustee does not believe the claim or the Vulcan
stock have any significant value.
10. American Atlas Project. Bonneville's wholly owned subsidiary
Cogeneration Technology and Development Co. ("CTDC"), leased a gas fired
cogeneration facility in Rifle, Colorado known as "American Atlas # 1".
The project was financed through a complex lease arrangement with
Westinghouse Credit Corporation. The Trustee and current management
entered into negotiations pursuant to which the Debtor released
Bonneville's interest in CTDC in return for the release of approximately
$50 million in claims asserted against the Estate by Westinghouse and
by American Atlas # 1 Ltd. In addition, Bonneville Fuels Corporation
retained a favorable contract (which ran until March 31, 1997) for the
sale of natural gas to run the facility, which contract improved the
financial position of Bonneville Fuels Corporation.
11. Sacramento Cogeneration Project (SMUD). The Trustee and current
management resolved a dispute with Siemens Power Ventures Inc. ("Siemens"),
regarding the right to develop a cogeneration facility in Sacramento County,
California, undertaken initially by Bonneville Sacramento Assoc., a general
partnership whose general partners included Bonneville and Bonneville's
wholly owned subsidiary, Bonneville Sacramento Corp. The settlement, which
was approved by the Bankruptcy Court in June, 1993, provided for an initial
payment of $10,000.00 and additional payments as the project was developed.
Bonneville and BPSC ultimately received a total of $875,000.00 from the
settlement.
12. Santa Maria Project. Bonneville owned a 9 megawatt cogeneration
facility in Santa Maria, California. A wholly owned subsidiary of
Bonneville, Alpac Foods, owned the "thermal host" for that project, which
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was a frozen vegetable packaging facility. In 1994, pursuant to
a stipulation with the project lender, Fuji Bank Ltd., L.A. Agency
("Fuji"), the cogeneration facility was transferred to Fuji's designee
in return for Fuji's reduction of its $8.5 million claim down to a
$4 million deeply subordinated Claim (Class 8). In 1995 the Trustee
negotiated a three-way settlement with regard to the frozen vegetable
packaging facility pursuant to which Bonneville's interest in that
project was sold to United Foods, and, in return: a) a consortium of
lenders led by Washington Square, reduced their $11.5 million secured
and unsecured claim down to a $3.5 million "deeply subordinated" claim
(Class 8); b) United Foods, which had leased the facility, released all
claims against Bonneville and its estate; and c) Art James, who asserted
a claim in the amount of $813,000.00, released his claim.
13. Westinghouse Financed Projects: BWETA, Dinuba, Tamarack.
Bonneville was the general partner in Bonneville Aero Power Plant
("BAPP"), and wholly owned Bonneville Wind Corporation, which was a
general and limited partner of Bonneville Wind Energy Technology Assoc.
("BWETA"). Those entities were created to develop a 14 megawatt wind-
powered electrical generation facility located near Palm Springs,
California. Bonneville, both directly and through several affiliated
entities, also held a small interest in a 6.25 megawatt wood-fired
cogeneration facility near Tamarack, Idaho ("Tamarack"). Bonneville also
owned an interest in an 11.5 megawatt wood-fired cogeneration facility
located near Dinuba, California ("Dinuba"). The BWETA, Dinuba and
Tamarack projects were each financed by Westinghouse Credit Corp.
("Westinghouse"). In 1994 the Bankruptcy Court approved a partial
settlement between the Trustee and Westinghouse pursuant to which the
Trustee transferred to Westinghouse all of Bonneville's direct and
indirect interests in Dinuba, Tamarack and BWETA, and Westinghouse
paid Bonneville's Estate $950,000.00, waived approximately $47 million
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in general unsecured claims against the Estate (as reflected in proofs
of claim which had been filed by Westinghouse) and retained a deeply
subordinated claim in the amount of $6 million. In a subsequent
settlement with the Trustee (in the SEGAL V. PORTLAND GENERAL, ET AL.
litigation), Westinghouse released its deeply subordinated claim and
agreed to pay the Estate an additional $6 million.
14. Watsonville Project. Bonneville's wholly owned subsidiaries
California Industrial Cogen and Watsonville Cogen Corp. were the
general partners of the Watsonville Cogeneration Partnership which
held a leasehold interest in a 28.5 megawatt gas-fired cogeneration
facility in Watsonville, California. BPSC operated the project.
Pursuant to a financing lease, Ford Motor Credit Corp. (or its affiliate,
State Street Bank), filed two proofs of claim in the respective amounts of
$79,265,675.00 and $15,000,000.00 against Bonneville's Estate. In
July, 1994 the Bankruptcy Court approved an agreement pursuant to which
Bonneville's interest in the Watsonville project was released and
State Street Bank waived its respective claims except for a
$1,000,000.00 Allowed Claim (Class 2).
15. Pigeon Cove Project. Bonneville owned a 1% general
partnership interest in LS-LQ Hydroelectric Partners, which owned a
hydroelectric project in Twin Falls County, Idaho. Bonneville's
interest in the project was released by agreement approved by the
Bankruptcy Court in 1994, pursuant to which the secured lender,
New England Mutual Life Insurance, waived its $2.9 million claim
against the Estate.
16. Ravenscroft Project. Bonneville was general partner of
Ravenscroft Partnership, which owned a 1% joint venture interest
in a hydroelectric project in Gooding County, Idaho. By agreement
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approved by the Bankruptcy Court in 1994, the Trustee released
Bonneville's interest in the project in return for the release of claims
by Olympus Bank, the secured lender and by Vernon and Harriet Ravenscroft,
the joint venture partners.
17. Long Sault Project. Bonneville owns 50% of the stock of
Bonneville McKenzie Energy Corporation ("BMEC"); the other 50% of the
stock is owned by Rod McKenzie. BMEC owned a 50% partnership interest
in the Long Sault Hydroelectric Partnership ("LSHP") which owned certain
rights to develop a hydroelectric project in Ontario, Canada. In 1993
the Trustee consented to a sale by BMEC of its interest in the Long
Sault project to Nirabro Industries Ltd., the other 50% partnership
interest owner in LSHP; in consideration, Bonneville received
approximately $85,000.00 from BMEC which sum reduced an account
receivable (currently totaling more than $200,000.00) owed by BMEC to
Bonneville. As additional consideration, BMEC is entitled to an
Approximately 40% share of any amounts recovered (after payment of all
costs and attorneys' fees) by LSHP pursuant to litigation pending in
Canada against Sandwell Inc., ET AL. The litigation is being contested
and, therefore, the outcome of the litigation is uncertain. Trial in
the litigation has not been scheduled.
18. NCA # 2. On September 24, 1992 the Trustee, Bonneville Nevada
Corporation ("BNC"), a wholly owned subsidiary of Bonneville, and Texaco
Black Mountain Inc., a subsidiary of Texaco, entered into a settlement
which resolved disputes regarding the validity and amount of certain
contingent unliquidated claims for funds owed to Bonneville and BNC
under the sales agreement dated November 27, 1991 pursuant to which
Texaco Black Mountain Inc. purchased BNC's interest in Nevada Cogeneration
Association # 2 ("NCA # 2"). As required under the settlement agreement,
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which was approved by the Bankruptcy Court after hearing held on
October 15, 1992, Texaco Black Mountain paid BNC an additional
$1 million in satisfaction of the obligations owed for purchase of
BNC's interest in NCA # 2. The Settlement proceeds were ultimately
"upstreamed" to Bonneville. Also see footnote 36 of this Disclosure
Statement.
In summary, by disposing of Bonneville's interests in subsidiaries
and partnerships which could not be profitably operated, the Trustee
generated significant cash and obtained releases of claims, or potential
claims, against Bonneville's Estate totaling more than two hundred
million dollars ($200,000,000.00).
F. Disposition of Other Assets.
While the majority of Bonneville's assets were held in the name
of subsidiaries and partnerships, Bonneville owned a few assets,
outright, at the time of the filing of bankruptcy. The Trustee undertook
to liquidate such assets where the cost of keeping the assets outweighed
the possible benefit to the Estate. Those transactions include the
following:
1. The Trustee with the aid of current management sold eight (8)
6.415 MW DeLavel Enterprises DSRV-16-4 heavy fuel engines, known as the
Anamax engines, to Edison Global Electric, Ltd for a final purchase
price of $7.424 million. From the purchase price, a total of $130,817.32
was paid to the Park Corporation, the owner of the real property upon
which the engines were affixed. The Trustee also satisfied the claim of
the LaSal Corp., the secured creditor with a claim of $3,183,183.00.
After the payments described above the Estate netted in excess of $
4 million.
2. The Trustee sold miscellaneous personal property of the estate,
including surplus furniture and equipment, for approximately $74,000.00.
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3. The Trustee transferred Bonneville's leasehold interest in a
Westwind aircraft to Barken International, the co-lessee, for a release
of potential claims totaling up to $1.3 million.
4. The Trustee and current management liquidated Bonneville Foods
Corporation. After completion of the liquidation, Bonneville Foods paid
(in the form of a dividend) $243,421.22 to Bonneville.
G. Collection of Miscellaneous Assets.
During the Trustee's administration of the Estate, the Estate also
recovered or collected the following assets:
a. Various state and federal tax refunds $2,730,596.42
b. Santa Maria real property tax refund 213,227.00
c. Peak Power Note 100,000.00
d. Flax Note 100,000.00
TOTAL $3,143,823.42
H. Remaining Businesses.
The Trustee has retained only the Debtor's business assets that
the Trustee believes have value, and which may be operated at a profit
to the benefit of the stockholders in the Reorganized Debtor. FOR
A DETAILED DISCUSSION OF THESE ASSETS, SEE THE "BUSINESS PLAN PREPARED
BY CURRENT MANAGEMENT" WHICH IS ATTACHED HERETO AS EXHIBIT "3". FOR AN
ESTIMATED VALUATION OF THESE ASSETS, SEE SECTION III OF THIS DISCLOSURE
STATEMENT. Upon the reasonable written request of any party-in-interest
and subject to appropriate confidentiality agreement, the Trustee will
make available certain documents concerning these business assets.
In the opinion of the Trustee, Bonneville's current management has,
during the Trustee's administration of the Estate, performed admirably
and should be given much of the credit for the value which now exists
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in the Debtor's (or its Subsidiaries') current businesses. Those
business assets are summarized as follows:
1. Bonneville Fuels, Corp. ("Fuels") (which includes Fuels'
wholly owned subsidiaries: Colorado Gathering Corp.; Bonneville
Fuels Marketing Corp.; Bonneville Fuels Management Corp.; and Bonneville
Fuels Operating Corp.). Fuels is a wholly owned subsidiary of
Bonneville engaged, primarily, in natural gas and oil production and
sales in the Western United States. During the period since
Bonneville's bankruptcy, Fuels has dedicated its cash flow to reducing
its debt and more recently has been actively acquiring and developing
additional oil and gas properties. As of March 31, 1998, Fuels and its
subsidiaries had 15 full-time and four contract and part-time
employees, and anticipates hiring additional professionals during 1998.
In the calendar year ending December 31, 1997 Fuels had gross
revenues of $19.7 million, net operating income before tax of
$1.0 million and total discretionary cash flow of $3.2 million. Based
on an independent report prepared by the Ryder Scott Company, as of
December 31, 1997 Fuels' total proved oil and gas reserves had a present
value, using SEC (PV10) pricing, of approximately $19.6 million.
BECAUSE THE VALUE OF FUELS' OIL AND NATURAL GAS RESERVES IS
PRIMARILY DEPENDENT ON THE PRICE OF EACH COMMODITY, SUCH RESERVE VALUE
CONSTANTLY FLUCTUATES AS THE PRICES OF THESE COMMODITIES RISE AND FALL.
At the time of the filing of Bonneville's bankruptcy petition,
there was little, if any "net equity" for Bonneville in Fuels because
Fuels owed secured debt to Chase Manhattan Bank ("Chase") in the
amount of approximately $15.7 million. The Chase debt has now been
paid off. As of December 31, 1997, Fuels had outstanding secured debt
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to Colorado National Bank totaling approximately $2.4 million. Fuels
may increase its secured debt in order to satisfy (or pay in lieu of)
the Discretionary Notes discussed in Section IV, N. of this Disclosure
Statement. This would be treated on Fuels' books as a loan to
Bonneville and would be carried at market rates.
Since the appointment of the Trustee, Fuels has made no
distributions to Bonneville (i.e., paid no dividends to Bonneville)
because all of Fuels' cash flow has been used to either pay off the
above-referenced debt to its lender or to acquire and/or develop
additional oil and gas properties (reserves) for Fuels. Although the
Estate possessed little net equity in Fuels at the time of the Trustee's
appointment, due to the efforts of current management, Fuels has now
become a valuable asset. For an estimated valuation of Fuels, see
Section III of this Disclosure Statement.
2. Bonneville Nevada Corporation, a Utah corporation ("BNC")
is a wholly owned subsidiary of the Debtor. BNC owns a 50% partnership
interest in Nevada Cogeneration Associates #1 ("NCA #1"). NCA # 1 is the
owner of an 85 megawatt natural gas fired cogeneration project located
near Las Vegas, Nevada that has been in commercial operation since
approximately June of 1992. NCA # 1 sells all of its produced power
to Nevada Power Company ("NPC") which company is listed on the New
York Stock Exchange under the symbol NVP.(63) Bonneville Pacific
Services Company, Inc. ("BPSC") provides operating and management
services to NCA #1.
The other fifty percent (50%) partnership interest in NCA #1 is
owned by Texaco Clark County Cogeneration Company, a subsidiary of
Texaco, Inc. ("Texaco"). As a result of agreements between Texaco and
- ---------------
(63) NCA #1 also sells thermal energy in the form of exhaust and chilled
water to a subsidiary of Georgia Pacific which utilizes the
thermal energy in its manufacturing of gypsum wall board.
Page 128
<PAGE>
BNC, the ability of either Texaco or BNC to sell or dispose of their
interest in NCA # 1 may be limited.
In 1992 Bonneville owed the Bank of Tokyo a $6.6 million obligation
which was secured by Bonneville's stock in BNC; such obligation related
to Bonneville's capital investment in NCA # 1. Bank of Tokyo has now
been paid in full with interest (for a total repayment of $9,069,282.00)
from the partnership distributions resulting from the operations of the
NCA # 1 project.
The original loan to construct the NCA # 1 project totaled
$111.8 million; that indebtedness, as of December 31, 1997, has been
reduced to approximately $78.3 million. The $78.3 million in
obligations are owed to a consortium of institutions on a nonrecourse
(to Bonneville) loan and to holders of industrial revenue bonds.
Bonneville has guaranteed repayment of the industrial revenue bonds,
which bond obligation currently totals approximately $27.4 million. As
set forth in the Plan, the Reorganized Debtor will continue to guarantee
repayment of the industrial revenue bonds.
Arbitration regarding curtailment activity (i.e., reduced power
purchases) by NPC has been concluded with NCA # 1 being awarded and
paid $829,920.00; that payment was reflected in the amounts distributed
in 1996 to NCA # 1's partners. There have been no curtailments since
October of 1996. In light of curtailment and market risks facing both
NCA # 1 and NPC, the parties negotiated and reached an agreement
pertaining to future curtailments. The agreement, which was executed on
October 3, 1997, provides for a small reduction in applicable energy
rates but eliminates the economic risk from future curtailments, except
in limited circumstances. The agreement also resolves all remaining
litigation between the parties and permits the parties to voluntarily
Page 129
<PAGE>
reduce (displace) power purchase and sales requirements in response to
changing market conditions.(64) This agreement must be approved by the
Public Utility Commission of Nevada ("PUCN") before it becomes
effective. A petition for approval of such agreement was submitted to
the PUCN on November 3, 1997. A public hearing on the petition was
held before the PUCN on April 6, 1998. The petition is scheduled to
be considered by the PUCN at the PUCN's next regularly scheduled
meeting. Management for NCA # 1 believes that the settlement agreement,
if approved by the PUCN, will provide NCA # 1 with long term revenue
stability and additional flexibility in anticipation of market
deregulation.
On or about September 27, 1996, NCA #1 was served with Findings
and Notices of Violation 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, the 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 to control Nox emissions.
Management of NCA # 1 has disputed the EPA's claims. Representatives
of both sides of this dispute have reached an agreement in principle but
a written agreement has not yet been executed. Attorneys for both sides
are working on a draft of a proposed agreement, which the parties
anticipate will be finalized and signed sometime in 1998.
The Partners in the NCA #1 Project are BNC and Texaco Clark County
Cogeneration Company ("TCCCC"), a wholly owned subsidiary of Texaco, Inc.
- ---------------
(64) The owners of the NCA #2 Project (which is operated by BPSC)
have also entered into a similar agreement with NPC concerning
future curtailments.
Page 130
<PAGE>
The Partnership Agreement provides that the partners share equally
in the allocation in income (loss), depreciation expenses and other
tax benefits from the operations of the Partnership. The Agreement
further provides that BNC receives a disproportionate share of net
cash distributions, (66 2/3% to BNC and 33 1/3% to TCCCC), until such
time as net cash distributions from the project equal $18.8 million, at
which time both partners are to share equally in the net cash
distributions.
During the calendar year ending December 31, 1996, the NCA #1
project had a net operating revenue of $6,758,140.00 (audited). In
accordance with the Partnership Agreement, BNC was allocated fifty
percent of the net operating income. Distributions from project
operations for the same period totaled $5.1 million. As a result of an
arbitration settlement with Nevada Power Company a special distribution
of $900,000.00 was made in June of 1996. An additional distribution
of $4,320,000.00 was available from a decrease in the level of funding
required in the reserve accounts due to an amendment to the Construction
Loan, Term Loan and Reimbursement Agreement providing financing for
the project. The Total Distribution to the NCA #1 partners in 1996 was
$10,321,000.00. The 1996 distribution paid by NCA # 1 to BNC totaled
$6,880,000.00.
During the calendar year ending December 31, 1997, the NCA #1
project had a projected net operating revenue of $7,803,559.00
(audited). In accordance with the Partnership Agreement, BNC was
allocated fifty percent of the net operating income. Distributions
from project operations for the same period totaled $6.7 million. With
the distributions from NCA # 1 to BNC in 1997 the total net cash
distributions from the project (since 1992) exceeded the $18.8 million
level and, therefore, all future distributions to BNC and TCCCC will be
made on an equal basis. The total distribution received by BNC from
NCA # 1 in 1997 was $3,516,000.00.
Page 131
<PAGE>
From the appointment of the Trustee through December 31, 1997,
BNC has paid to Bonneville (in the form of dividends) a total of
$16,168,762.08, of which $9,069,282.00 was paid to the Bank of Tokyo.
BNC is now the Estate's most valuable asset. For an estimated valuation
of Bonneville's interest in the NCA # 1 Project, see Section III of this
Disclosure Statement.
3. Bonneville Pacific Services Company, Inc., ("BPSC"). BPSC
is a wholly owned subsidiary of Bonneville which is in the business
of operating power projects. BPSC currently operates both the NCA #1
Project and its "sister" project, the 85 megawatt NCA # 2 Project.(65)
BPSC helped finance and also owns a fifty-one percent (51%) interest
in a four (4) megawatt power project located near Navojoa, Mexico,
as discussed in detail in the Business Plan Prepared by Current
Management (Exhibit "3") (the CONAV Project). BPSC also oversees the
operation of, and manages, Bonneville's Kyocera Power project,
which project is discussed below.
At the time of the filing of Bonneville's bankruptcy petition,
BPSC operated a number of other power projects in which Bonneville
had a direct or indirect interest. However, at that time there was
little, if any, "net equity" in BPSC for Bonneville because BPSC
was likely insolvent since the cost of BPSC's operations exceeded
the funds generated therefrom; i.e., in the opinion of the Trustee,
some of the Bonneville Insiders had structured some of BPSC's
contracts so that the revenues generated from operation of the projects
did not equal the cost to operate the projects. The Trustee and
current management took action to eliminate those unprofitable
contracts and, therefore, made BPSC a solvent, valuable entity.
- ---------------
(65) NCA #2 also sells all of its produced power to Nevada Power
Company. NCA #2 also sells thermal energy in the form of exhaust
and chilled water to Pabco which utilizes the thermal energy in
its manufacturing of gypsum wall board.
Page 132
<PAGE>
BPSC has been streamlined during the Trustee's tenure. BPSC
now employs approximately 38 people. For the one-year period ending
December 31, 1997 BPSC had a net operating income of approximately
1,140,000.00. BPSC has no long term or secured debt.
From the appointment of the Trustee through December 31, 1997,
BPSC has paid to Bonneville (in the form of a dividend in December of
1997), a total of $3.9 million.
For an estimated valuation of BPSC, see Section III of this
Disclosure Statement.
4. Kyocera Project ("Kyocera"). Kyocera is a 3.2 MW gas
fired cogeneration facility owned directly by Bonneville and located in
San Diego, California. Power and chilled water from the project is
purchased by Kyocera American, Inc. ("KAI").(66) At the time of the
filing of Bonneville's bankruptcy, the contract pursuant to which KAI
purchased power from Kyocera provided for a purchase price that was
a discount rate targeted to be a certain percentage below the rates
charged by San Diego Gas and Electric. The discount rate began at
8% and pursuant to the terms of the contract increased, over a 20 year
period, to 40% below the rates charged by San Diego Gas and Electric.
At those discounted prices, Kyocera's operation was not economically
feasible. In 1995, the Trustee and KAI entered into an amendment of
the power purchase contract that, INTER ALIA, capped the discount
rate for purchase of power at thirteen percent (13%) below the rates
charged by San Diego Gas and Electric. That contract remains in place
through at least March 31, 1999 and is currently being renegotiated.
For the one-year period ending December 31, 1997, Kyocera generated a
net income of $86,843.00; this compares to net income of $234,471.00
for the year ending December 31, 1996, some of the decrease being
- ---------------
(66) Kyocera American Inc. is a subsidiary of Kyocera Corp., a Japanese
company whose American Depository Receipts are traded on the New
York Stock Exchange under the symbol KYO.
Page 133
<PAGE>
attributable to higher fuel prices. If natural gas prices
substantially increase and remain at a high level, or if Bonneville
is not able to successfully renegotiate its power purchase contract
with KAI, then the Kyocera project may not be able to continue to
operate at a profit. Kyocera is not subject to any long-term or
secured debt.
For an estimated valuation of this project, see Section III of
this Disclosure Statement.
I. LITIGATION: SEGAL (TRUSTEE) V. PORTLAND GENERAL ET. AL. (UNITED
STATES DISTRICT COURT FOR THE DISTRICT OF UTAH, CASE NO. 92-C-364J
AND CASES SEVERED THEREFROM OR RELATED THERETO).
From the time of the Trustee's appointment, the Trustee, BG&M,
NED and CR&S conducted an in-depth investigation of Bonneville's
history, including the fictitious "earnings" transactions and the
parties involved in those transactions. The investigation encompassed
tens of thousands of hours of time of the various professionals.
In August, 1993, the Trustee, through BG&M and CR&S, filed an
Amended Complaint (approximately 600 pages in length) in SEGAL
(TRUSTEE) V. PORTLAND GENERAL ET AL, Case No. 92-C-364J ("SEGAL
(TRUSTEE) V. PORTLAND GENERAL"), the Honorable Bruce S. Jenkins
presiding. The Amended Complaint asserted various claims against
scores of defendants.(67) In a few instances, where the Trustee
believed that further pre-litigation investigation or negotiation was
appropriate, parties that were allegedly liable to the Estate were
not named as defendants in SEGAL (TRUSTEE) V. PORTLAND GENERAL, but
entered into "tolling" agreements with the Trustee (i.e., agreements that
"tolled" the running of any statute of limitation period); such tolling
- ---------------
(67) Prior to filing the Amended Complaint, the Trustee reached a
settlement with one of the Bonneville Principles, Salt Lake City
Mayor, Deedee Corradini, and her now ex-spouse, Yan Ross;
pursuant to that settlement, Corradini and Ross paid the Estate
more than $800,000.00
Page 134
<PAGE>
agreements permitted further investigation by the Trustee or continued
negotiations for settlement. The Amended Complaint (and the several
subsequent amendments thereto) must be reviewed in its entirety to
determine which causes of action were asserted against which defendants;
(i.e., some of the defendants were accused of intentional, wrongful
conduct whereas claims against other defendants were only for negligence
or for recovery of preferential transfers). All of the defendants and
all of the persons or entities who reached settlements with the Trustee
expressly denied (and still deny) all of the Trustee's allegations of
wrongdoing.
For almost three years (one year of investigation and two years of
litigation), i.e., until June, 1995, the Bonneville Estate expended
approximately $3 million in out-of-pocket costs in pursuing the SEGAL
(TRUSTEE) V. PORTLAND GENERAL litigation and had recovered only slightly
in excess of that amount. At the same time, BG&M had expended nearly
$10 million in attorneys' time and had received no compensation for
their services. At times during this three (3) year period the Trustee
had concerns whether the Estate would have sufficient cash available to
it to continue to keep administrative expenses current.
However, beginning in June of 1995 and continuing into September of
1997, the Trustee entered into settlements with numerous defendants in
SEGAL (TRUSTEE) V. PORTLAND GENERAL and with other Persons against whom
the Trustee held claims. Those settlements generated recoveries
totaling $187,122,911.56 as detailed below:(68)
- ---------------
(68) Most of the settlements are detailed and complicated. Each
settlement agreement must be reviewed in its entirety for all
the terms and conditions of the settlement. In each settlement,
the settling party DENIES all of the Trustee's respective
allegations against them and deny all fault or liability. All of
the settlements were approved by the Bankruptcy Court.
The "Settlement Amounts" include all consideration, from whatever
source, received by the estate related to the named settling party.
In some instances, the amounts include interest which accrued in
trust accounts pending approval of the settlement and the ultimate
release of the funds to the Trustee. The amounts reflected include
the accounts receivable set forth in Section III, B.3 of this
Disclosure Statement. The amounts reflected do NOT include possible
additional recoveries from a few of the settlement parties (see
Section III, B.5 of this Disclosure Statement). The stock of
Bonneville received by the Trustee from some of the settling parties
is set forth in Section VI,D. of this Disclosure Statement; no
attempt was made to "value" such returned stock and, therefore, the
"value" of such returned stock is NOT included in the "Settlement
Amounts." The amounts do NOT include $290,000.00 paid by the
Deseret Trust company to the Hixsons. The amounts do include
payment of accrued interest on L. Wynn Johnson's $1.4 million
promissory note (calculated through March 18, 1998). The Carl T.
Peterson amount includes $500,000.00 paid to the Estate as part of
the District Court ordered criminal restitution. The amounts also
reflect collections received in connection with an adversary
proceeding initiated by the Trustee entitled SEGAL (TRUSTEE) V.
SALLAH INTERNATIONAL, A.P. No. 92PA-2561
Page 135
<PAGE>
LITIGATION RECOVERIES (SETTLEMENTS)
<TABLE>
<CAPTION>
Name of Settling Relationship with Date of
Settlement Amount
Parties Bonneville Bankruptcy Paid or
to be Paid
Court Order
Approving
Comprehensive
Settlement
<S> <C> <C> <C>
Deloitte & Touche, et al. Accountants/Auditors 5/2/96
$65,352,324.64
Mayer, Brown & Platt, et
al. Attorneys 5/28/96
31,932,579.98
Kidder Peabody Consultant/Underwriter 10/29/96
15,000,000.00
Perkins Coie Attorneys 5/6/96
12,750,000.00
Fraser & Beatty
(Bradley) Attorneys 9/4/96
10,000,000.00
Piper Jaffray Consultant/Underwriter 9/9/96
10,000,000.00
</TABLE>
Page 136
<PAGE>
<TABLE>
<CAPTION>
Name of Settling Relationship with Date of
Settlement Amount
Parties Bonneville Bankruptcy Paid or
to be Paid
Court Order
Approving
Comprehensive
Settlement
<S> <C> <C> <C>
Westinghouse Lender 12/23/96
6,950,000.00
Parsons, Behle &
Latimer Attorneys 7/26/95
6,901,030.21
Norwest Bank Lender 5/13/97
5,000,000.00
Yanke/Dinuba Energy Seller-Dinuba Project 3/18/97
4,500,000.00
Carl T. Peterson Insider 2/13/96
4,007,694.07
German Entities Business Associates 11/18/94
2,100,000.00
L. Wynn Johnson Insider 5/15/96
1,927,262.72
Hanifen Imhoff Underwriter 9/26/95
1,757,197.05
Church Tithing and Trust
(recovery of charitable
donation only) None 7/8/97
1,390,000.00
Robert Wood Insider 5/1/96
1,080,975.00
Raymond Hixson Insider 7/22/96
1,023,727.00
Coffin Parties Attorneys 7/1/97
990,511.67
Kruse Parties Attorneys 11/4/97
900,000.00
Corradini/Ross Various 9/16/93
805,006.39
Calpine Business Associates 1/28/97
767,500.00
Robert Pratt (preference
recovery only) Former President 5/15/96
675,000.00
Houlihan-Dorton Appraiser 12/11/95
533,264.99
Mark Rinehart (National
Union) Attorney 8/21/96
400,000.00
</TABLE>
Page 137
<PAGE>
<TABLE>
<CAPTION>
Name of Settling Relationship with Date of
Settlement Amount
Parties Bonneville Bankruptcy Paid or
to be Paid
Court Order
Approving
Comprehensive
Settlement
<S> <C> <C> <C>
Stephen Nadauld
(preference recovery
only) Former CFO 11/29/95
260,250.00
David Hirschi Insider 7/26/95
65,154.59
Gerald C. Monson Vice President of 7/16/97
30,000.00
Accounting
Jack Dunlop Insider 1/13/97
13,433.25
Brent Haymond Business Associate 10/24/94 $
10,000.00
TOTAL
$187,122,911.56
</TABLE>
The foregoing list does not include any amounts from Portland
General itself because the Estate received no monetary recovery in
its settlement with Portland General; however, in the September 9, 1996
Settlement Agreement between Portland General and the Trustee, which
was approved by the Bankruptcy Court, Portland General waived its
$76 million claim (before trebling) against the Estate and transferred
7,842,067 shares of Bonneville's Existing Common Stock to the Trustee.
While pursuant to such settlement agreement Portland General retained
two million shares of Bonneville's Existing Common Stock, Portland
General has agreed to cooperate with the Trustee in the reorganization
of Bonneville.
As previously discussed (Section X, D. of this Disclosure
Statement), from the above-mentioned $187,122,911.56 recovery, the
Trustee's special litigation counsel, BG&M, is entitled, subject to
Bankruptcy Court approval, to twenty percent (20%) of all amounts
Page 138
<PAGE>
recovered before litigation was commenced and thirty-three percent
(33%) after litigation was filed; costs are deducted before the
percentages are calculated and CR&S's fees for assistance in the
litigation are deducted from BG&M's contingent fee.(69) The following
settlements were achieved without the filing of litigation: Norwest
Bank, Church Tithing and Trust, Raymond Hixson, Coffin Parties, Kruse
Parties, Gerald Monson and part of Corradini/Ross and Jack Dunlop; all
of the other recoveries related directly or indirectly to litigation
matters. Accordingly, through December 31, 1997 BG&M has received
from the Estate, as allowed by the Bankruptcy Court, fees totaling
$55,471,942.00 and the Trustee anticipates that BG&M may be entitled
to receive an additional amount of contingent fees (primarily from
the accounts receivable discussed in Section III, B.3 of this Disclosure
Statement) of approximately $2,000,000.00,(70) subject to review and
Allowance by the Bankruptcy Court.
At the present time the Trustee does not anticipate asserting
other prepetition causes of action against any Person.(71) While the
Trustee entered into tolling agreements with other Persons, for various
reasons (primarily either difficulty in proving liability or in
recovering upon any judgment) the Trustee does not at this time intend
- ---------------
(69) Through September 30, 1997, litigation costs totaled
$6,826,211.11 (of which $5,275,241.81 was paid to BG&M for
reimbursement of its costs) and CR&S's fees related to litigation
totaled $722,793.51. BG&M recently filed its seventeenth and FINAL
cost application wherein BG&M sought additional costs of $2,298.05;
a hearing on the final cost application was held as scheduled on
April 13, 1998 at which time the Bankruptcy Court approved and
allowed BG&M's final cost application.
(70) BG&M recently filed its ninth and FINAL fee application wherein
BG&M sought additional fees of approximately $1,834,865.09 plus
its contingent fee share of any tax refunds received by Bonneville
from the tax refunds to the Bonneville Insiders. A hearing on
the final fee application was held as scheduled on April 13, 1998
at which time the Bankruptcy Court approved and allowed BG&M's
final fee application.
(71) However, the Estate does have a contingent interest in litigation
now pending in Canada related to the Long Sault Project; see
Section X,E.17 of this Disclosure Statement.
Page 139
<PAGE>
to pursue claims against any other Persons; such tolling agreements
will soon expire by their own terms.
The Estate also has contingent rights to additional funds under
existing settlements between the Trustee and Peterson, Johnson, Wood
and Hixson; specifically, if those Bonneville Insiders (or their
affiliates) obtain certain tax refunds based upon monies which they
repaid to the Estate, then the Estate will receive one-half of the
refund after payment of the Bonneville Insiders' professionals for
fees and costs relating to obtaining the refunds. Each of these
Bonneville Insiders have now filed tax returns in which they are
seeking material refunds. These contingent rights are reflected within
the miscellaneous assets listed in Section III, B.5 of this Disclosure
Statement. There is no assurance that the Estate will recover any
additional funds from those existing settlements or that the Estate
will obtain any additional funds from the Long Sault litigation matter.
J. Litigation: Other.
In addition to claims that formed the core of SEGAL (TRUSTEE) V.
PORTLAND GENERAL litigation, the Trustee pursued numerous claims
seeking affirmative recovery for the Estate based upon causes of
action including, but not limited to, claims arising from
preferential transfers. In some instances the causes of action
were resolved before lawsuits were filed, and in other instances the
Trustee, through counsel, commenced an adversary proceeding in the
Bankruptcy Court. In each instance, the Trustee's cause of action
has been fully resolved. The following is a list of the recoveries
for the Estate generated from those claims and adversary proceedings:(72)
- ---------------
(72) Each settlement agreement must be reviewed in its entirety for
all the terms and conditions of the settlement. Pursuant to
the terms of respective settlements, Brighton Bank hold a
deeply subordinated claim (Class 8) against the Estate in the sum
of $295,000.00; AFCO holds a deeply subordinated claim (Class 8)
in the amount of $110,000.00; Sea First, as successor-in-interest
to Security Pacific, holds a deeply subordinated claim (Class 8)
in the amount of $1 million; and Brobeck, Phelger & Harrison
holds a deeply subordinated claim (Class 8) in the amount of
$40,000.00.
Page 140
<PAGE>
<TABLE>
<CAPTION>
Name of Settling Party Nature of Claim Amount Received
<S> <C> <C>
Central Vermont Public Services Breach of Contract $460,000.00
Brighton Bank Preferential Transfer 295,000.00
Security Pacific Bank Preferential Transfer - ESOP 190,000.00
AFCO Financial Services Preferential Payment and
Post-Petition Transfers 110,000.00
James S. Goff Preferential Severance
Payment 98,000.00
Brobeck, Phelger & Harrison Preferential Transfer 19,000.00
Holme Roberts & Owen Preferential Transfer 15,000.00
Watkiss & Saperstein Preferential Transfer 1,924.15
</TABLE>
The above recoveries were not subject to the contingency fee of BG&M.
However, in SEGAL V. CENTRAL VERMONT POWER SERVICES adversary
proceeding, for which the recovery totaled $460,000.00, there was a
contingent fee paid to Cheney, Brock & Saudek, the Trustee's special
counsel, with Bankruptcy Court approval, which totaled $154,459.25.
Except as otherwise discussed above, the Trustee believes all of the
prepetition causes of action that Bonneville held for affirmative
recovery have been resolved and the Trustee does not anticipate further
recovery.
K. Cooperation with Federal Prosecutors Concerning Insiders.
In conjunction with administration of Bonneville's bankruptcy
estate, the Trustee, the Trustee's Professionals and certain employees
of Bonneville fully cooperated with the Federal Bureau of Investigation,
Page 141
<PAGE>
the Office of the U.S. Attorney, the Internal Revenue Service, the
Securities and Exchange Commission and other federal governmental
entities responsible for investigating Bonneville and the Bonneville
Insiders. As a result of those investigations and subsequent
prosecutions, each of the Bonneville Insiders pled guilty to a
felony relating directly or indirectly to Bonneville. All of the
Bonneville Insiders, with the exception of Hixson, spent time in a
federal penitentiary as a result of those pleas. In addition, David
Hirschi has been indicted and that matter is still pending.
L. Fees and Costs Paid to the Trustee's Professionals.
During the period from June 12, 1992 through December 31, 1997
(for fees and costs generally accrued through September 30, 1997),(73)
Professionals employed by the Trustee have been allowed and paid the
following fees and costs:
AMOUNT ALLOWED AND PAID TO THE TRUSTEE'S PROFESSIONALS
THROUGH DECEMBER 31, 1997
<TABLE>
<CAPTION>
Professional Fees Costs Total
<S> <C> <C> <C>
Beus, Gilbert & Morrill(74) $55,471,942 $5,275,242 $60,747,184
</TABLE>
- ---------------
(73) The last period for which most of these Professionals have been
paid ended on September 30, 1997; however, some of these
Professional filed interim applications for the period from
October 1, 1997 through January 31, 1998. In their most recent
interim fee applications, CR&S sought an additional $157,818.83 in
fees and costs; WG&M sought an additional $83,141.46 in fees and
costs; and NED sought an additional $21,396.22 in fees and costs.
A hearing on these interim fee applications was held as scheduled
before the Bankruptcy Court on April 13, 1998 at which time each
application was granted.
(74) For a description of the contingent fee legal services rendered by
BG&M, see Section X,I. Of this Disclosure Statement. Also see
footnotes 69 and 70 herein for information on BG&M's pending final
fee and cost applications.
Page 142
<PAGE>
AMOUNT ALLOWED AND PAID TO THE TRUSTEE'S PROFESSIONALS
THROUGH DECEMBER 31, 1997
<TABLE>
<CAPTION>
Professional Fees Costs Total
<S> <C> <C> <C>
Cohne, Rappaport & Segal(75) 3,490,086 220,562 3,710,648
Neilson, Elggren, Durkin & Co. 2,559,635 24,798 2,584,433
Weil, Gotshal & Manges 212,027 20,783 232,810
Bear Stearns & Co. Inc. 200,000 14,744 214,744
Cheney, Brock & Saudek 154,459 154,459
Hein plus Associates 71,152 8,913 80,065
Murphy Weir & Butler 12,082 12,082
McEwen, Gisvold, Rankin,
Carter & Streinz 5,408 355 5,763
</TABLE>
For services provided from June 12, 1992 to approximately
November 30, 1992 the law firm of Snell & Wilmer has sought or may
seek the allowance of approximately $74,000.00 or more in fees and
costs related to such firm's services in connection with transitioning
the Debtor's case from the Debtor-in-possession to the Trustee.
The Bankruptcy Court denied allowance of all of the requested fees and
costs (through October 31, 1992); see 147 B.R. 803 (Bankr. D. Utah 1992)
and 196 B.R. 868 (Bankr. D. Utah 1996). Snell & Wilmer appealed that
- ---------------
(75) Cohne, Rappaport & Segal, P.C. ("CR&S"), the Trustee's general
counsel, has undertaken the responsibility for general legal
oversight and bankruptcy law administration throughout the
Trustee's tenure. CR&S's duties encompassed supervision of all
legal aspects of the bankruptcy case, including but not limited to
the SEGAL (TRUSTEE) V. PORTLAND GENERAL, ET AL. Litigation. CR&S
also held primary responsibility for advising the Trustee on
bankruptcy law issues which ranged from issues arising in the
context of the SEGAL (TRUSTEE) V. PORTLAND GENERAL, ET AL.
litigation to issues involved in administration of estate assets
(such as sale or abandonment), resolution of claims disputes and
negotiating, and formulating and drafting of the Trustee's Plan
and this Disclosure Statement.
Page 143
<PAGE>
decision and on appeal the District Court indicated in its opinion
dated February 12, 1998 and entered on February 18, 1998 that while
all of the fees and costs sought by Snell & Wilmer for the period
prior to June 12, 1992 were properly denied (and should be disgorged),
Snell & Wilmer might be entitled to some of the post June 12, 1992
fees and costs, but remanded the matter to the Bankruptcy Court for
further consideration of this particular issue.(76) Also see footnote 50
herein.
Bear, Stearns & Co., Inc. has also been paid by the Estate a
$100,000.00 retainer in connection with services provided by that
company to the Trustee; such retainer would be credited against any
final fee application amounts allowed by the Bankruptcy Court.
From June 12, 1992 through January 31, 1998 the Trustee has
been allowed and paid, based upon his hourly rate, fees(77) in the
total sum of $934,472.00 and costs in the total sum of $32,010.72.
XI. FUTURE BUSINESS OF THE REORGANIZED DEBTOR
A. Business Plan Prepared by Current Management.(78)
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(76) On March 19, 1998 the Trustee entered into a settlement agreement
with Snell & Wilmer which, if approved by the Bankruptcy Court,
would result in the Estate paying Snell & Wilmer the sum of
$73,915.08 in full satisfaction of Snell & Wilmer's aforesaid post
June 12, 1992 Claim. A hearing on the Trustee's motion for
approval of such settlement agreement was scheduled for
April 17, 1998 and at that time the Bankruptcy Court approved
the Settlement.
(77) See 11 U.S.C Section 326(a) and footnote 16 of this Disclosure
Statement for the limitations on the compensation of a Chapter 11
trustee.
(78) The business plan is prepared by the current management of the
Debtor or its operating subsidiaries. The business plan reflects
the type of future business for the Reorganized Debtor that would
be operated IF conditions remained unchanged and if current
management were to direct the future business operation of the
Reorganized Debtor. HOWEVER, THE REORGANIZED DEBTOR'S FUTURE
BUSINESS OPERATION IS TO BE DIRECTED BY AN INDEPENDENT BOARD OF
DIRECTORS. Accordingly, such independent board, in the exercise
of its business judgment, may choose not to follow the
recommendations of current management and, therefore, the future
business operations of the Reorganized Debtor may differ
significantly from the future business operation discussed in the
Business Plan Prepared by Current Management.
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As set forth in detail in Business Plan Prepared by Current
Management attached hereto as Exhibit "3", current management of
the Debtor believes that the Reorganized Debtor can continue to be
profitably operated for the benefit of the holders of the common
stock in the Reorganized Debtor. Specifically, current management
believes (and the Trustee concurs) that the Debtor's present profitable
businesses, such as power generation, oil and gas production and sale,
and power plant operation and management, can continue to operate for
the benefit of all stockholders of the Reorganized Debtor. For those
reasons and several others, reorganizing the Debtor as a going concern
is believed by the Trustee to be significantly more beneficial to the
Estate's Creditors and Interestholders than liquidating the Debtor's
assets.
The Reorganized Debtor intends to take all reasonable actions to
facilitate the listing of the common stock in the Reorganized Debtor
(after the Reverse Stock Split) on a publicly recognized market such
as the NASDAQ National Market System or the NASDAQ Small Cap Market.
In order to facilitate such listing, the accounting firm of Hein plus
Associates has been retained and is preparing to complete audited
financial statements for the Debtor and its Affiliates (for the last
several years). Most of the audit work in this regard has already
been completed by Hein plus Associates. There is, however, no
assurance such listing will be obtained or that a publicly recognized
market for the trading of the common stock of the Reorganized Debtor
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will be established.(79) Also see Section VI, I. of this Disclosure
Statement.
The Business Plan attached hereto as Exhibit "3" has been prepared
by the Debtor's current management, not by the Trustee or his
Professionals. The Trustee has reviewed the Business Plan and believes
that it does not contain any material misstatements concerning the
history of the Debtor or the present business status of the Debtor or
its Affiliates. However, the Trustee cannot and does not make any
representation concerning, verify or attest for the accuracy of the
contents of the Business Plan or the ability of the Reorganized Debtor
to achieve the projected results.
THE BUSINESS PLAN IS PREPARED BY THE CURRENT MANAGEMENT OF THE
DEBTOR OR ITS OPERATING SUBSIDIARIES. THE BUSINESS PLAN REFLECTS THE
TYPE OF FUTURE BUSINESS FOR THE REORGANIZED DEBTOR THAT WOULD BE
OPERATED IF CONDITIONS REMAINED UNCHANGED AND IF CURRENT
MANAGEMENT WERE TO DIRECT THE FUTURE BUSINESS OPERATION OF THE
REORGANIZED DEBTOR. HOWEVER, THE REORGANIZED DEBTOR'S FUTURE
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(79) The valuation of any equity securities such as the Plan Common
Stock is subject to uncertainties and contingencies, all of which
are difficult to predict. Actual market prices of the Reorganized
Debtor's common stock following the Distribution Date (and after
the Reverse Stock Split) will depend upon, among other things, the
prices at which shares of companies in the same or similar lines
of business then trade relative to the earnings of those
companies, conditions in the financial markets, the anticipated
initial securities-holding period of creditors, some of whom may
prefer to liquidate their investment rather than hold it on a
long-term basis, and other factors that generally influence the
prices of securities. Actual market prices of the Reorganized
Debtor's common stock (after the Reverse Stock Split) may also
be affected by the Debtor's history in Chapter 11 and/or by other
factors not possible to predict. Accordingly, the value
established by the Bankruptcy Court at the Confirmation Hearing
for the Plan Common Stock does not purport to be an estimate of
the post-reorganization market trading value of the Reorganized
Debtor's common stock after the Reverse Stock Split. Such
trading value (after the Reverse Stock Split) may be materially
different from the value discussed herein or that established by
the Bankruptcy Court at the Confirmation Hearing.
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BUSINESS OPERATION IS TO BE DIRECTED BY AN INDEPENDENT BOARD OF
DIRECTORS. ACCORDINGLY, SUCH INDEPENDENT BOARD, IN THE EXERCISE OF
ITS BUSINESS JUDGMENT, MAY CHOOSE NOT TO FOLLOW THE
RECOMMENDATIONS OF CURRENT MANAGEMENT AND, THEREFORE, THE FUTURE
BUSINESS OPERATIONS OF THE REORGANIZED DEBTOR MAY DIFFER
SIGNIFICANTLY FROM THE FUTURE BUSINESS OPERATION DISCUSSED IN THE
BUSINESS PLAN.
THE FINANCIAL PROJECTIONS BY MANAGEMENT HAVE NOT BEEN
EXAMINED OR COMPILED BY THE TRUSTEE'S PROFESSIONALS OR BY
INDEPENDENT ACCOUNTANTS. NEITHER THE TRUSTEE'S PROFESSIONALS NOR
CURRENT MANAGEMENT MAKE ANY REPRESENTATION AS TO THE ACCURACY OF
THESE PROJECTIONS OR THE ABILITY OF THE REORGANIZED DEBTOR TO
ACHIEVE THE PROJECTED RESULTS. MANY OF THE ASSUMPTIONS ON WHICH
THESE PROJECTIONS ARE BASED ARE SUBJECT TO SIGNIFICANT UNCERTAINTIES.
INEVITABLY, SOME ASSUMPTIONS WILL NOT MATERIALIZE AND UNANTICIPATED
EVENTS AND CIRCUMSTANCES MAY AFFECT THE ACTUAL FINANCIAL RESULTS.
THEREFORE, THE ACTUAL RESULTS ACHIEVED THROUGHOUT THE PROJECTION
PERIODS MAY VARY FROM THE PROJECTED RESULTS AND THE VARIATIONS MAY
BE MATERIAL. IT IS URGED THAT ALL OF THE ASSUMPTIONS BE EXAMINED
CAFEFULLY IN EVALUATING THE PLAN.
MUCH OF THE INFORMATION CONTAINED IN THE BUSINESS PLAN IS,
BY ITS NATURE, FORWARD LOOKING AND CONTAINS ESTIMATES, ASSUPTIONS
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OR PROJECTIONS THAT MAY PROVE TO BE WRONG OR MATERIALLY DIFFERENT
FROM THE ACTUAL RESULTS ACHIEVED BY THE REORGANIZED DEBTOR.
NOTHING IN THE BUSINESS PLAN MAY BE USED FOR ANY PURPOSE OTHER THAN
TO DETERMINE WHETHER TO VOTE IN FAVOR OF OR AGAINST THE PLAN.
B. Current Management.
The current management for the Debtor and some of its
Affiliates are as follows:
PERSON TITLE
Clark M. Mower President of Bonneville Pacific Corporation
Steven H. Stepanek President of Bonneville Fuels Corporation
Todd L. Witwer President of Bonneville Pacific Services
Company, Inc.
Steve Blackham Assistant Controller for Bonneville Pacific
Corporation
James Doherty Plant Manager for Bonneville Pacific Services
Company, Inc.
James O. Cable Vice President of Operations of Bonneville
Fuels Corporation
Kurby K. Bender Controller of Bonneville Fuels Corporation
Roger Swenson Vice President of Energy Marketing for
Bonneville Fuels Corp.
The job descriptions and qualifications for each of the above-named
persons are described in detail in the attached Business Plan.
After the Effective Date the above officers or employees will continue
to so serve until such time as the board of directors of the
Reorganized Debtor directs otherwise.
Compensation (i.e., gross salary and bonus) paid by the Debtor
or its Affiliates to current management is summarized as follows:
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<TABLE>
<CAPTION>
PERSON 1993 1994 1995 1996 1997
<S> <C> <C> <C> <C> <C>
Clark M. Mower $145,000 $155,923 $156,462 $167,133 $172,545
Steven H. Stepanek 110,000 143,933 157,007 153,024 155,152
Todd L. Witwer 94,308 106,616 113,008 121,736 119,578
Steve Blackham 46,000 48,982 62,664 67,300 70,097
James Doherty 95,029 99,560 118,378 107,584 108,716
James O. Cable 82,732 89,997 94,039 100,323 106,484
Kurby K. Bender 75,796 79,194 79,603 85,612 88,892
Roger Swenson 63,713 80,369 84,990 83,511 86,902
</TABLE>
As authorized by the Bankruptcy Court, certain key employees
of Bonneville Fuels and BPSC have entered into employment contracts
with their respective companies. The contracts, in addition to
providing for severance benefits, also provide an incentive for
certain employees to assist in confirming this Plan. If this Plan
is confirmed, the following individuals will receive the following
approximate "confirmation bonus" from Bonneville Fuels or BPSC:(80)
Approximate
Person Confirmation Bonus
Steven H. Stepanek $152,000.00
Todd L. Witwer 119,000.00
James Doherty 36,000.00
James O. Cable 70,000.00
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(80) The confirmation bonus may, at the option of the employee, be
taken in the form of either cash or the common stock of the Reorganized
Debtor.
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<PAGE>
Kurby K. Bender 44,000.00
Roger Swenson 40,000.00
Bonneville itself (as contrasted with Fuels and BPSC) does NOT have
employment contracts with its employees. The board of directors for
the Reorganized Debtor may, however, in its discretion, enter into
employment contracts with the employees of the Reorganized Debtor and
the board of directors of the Reorganized Debtor may elect to give
incentives, including stock options, to the employees of the
Reorganized Debtor or its subsidiaries.
C. Management of the Reorganized Debtor.
The Reorganized Debtor will have a seven (7) member board of
directors. One director may be the Trustee. One director shall be
Steven H. Stepanek, the current President of Bonneville Fuels
Corporation. One director shall be selected by Wellhead Electric
Company.(81) All other directors will be selected by the Trustee at
his sole and exclusive discretion. Not later than ten (10) days prior
to the commencement of the Confirmation Hearing the Trustee will file
with the Bankruptcy Court a list (with their respective qualifications)
of such board members; however, the Trustee anticipates that prior
to the hearing on the adequacy of this Disclosure Statement he may
supplement this Section and provide further details as to the persons
(and their qualifications) whom the Trustee has selected.
All officers of the Reorganized Debtor will be elected by such board
of directors; the board will also set the terms and conditions for
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(81) Pursuant to the December 31, 1997 Conditional Letter Agreement,
Wellhead Electric Company ("Wellhead") was given the option
of designating one director for the Reorganized Debtor's board.
Wellhead, or Persons affiliated with Wellhead, will receive
millions of shares of Plan Common Stock (before the Reverse Stock
Split) because Wellhead, or Persons affiliated with Wellhead,
own several million dollars worth of Claims in Classes 5, 6, and
9, own nearly one-half of the Claims in Class 8, own the entire
Claim consisting of Class 10, and own several hundred thousand
shares of Existing Common Stock
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such management's employment. After the Effective Date, the rights
of the shareholders in the Reorganized Debtor to elect or remove
directors, as set forth in Bonneville's by-laws, shall not be
affected by the Plan.
XII. CERTAIN RISK FACTORS
OTHER SECTIONS OF THIS DISCLOSURE STATEMENT DISCUSS IN DETAIL
SOME OF THE RISKS ASSOCIATED WITH THE PLAN OR THE REORGANIZED
DEBTOR; ACCORDINGLY, THIS DISCLOSURE STATEMENT MUST BE READ IN ITS
ENTIRETY. ADDITIONALLY, THE BUSINESS PLAN PREPARED BY CURRENT
MANAGEMENT LISTS MANY OF THE RISKS INVOLVED IN THE BUSINESS OF THE
REORGANIZED DEBTOR, AND THOSE RISKS ARE INCORPORATED HEREIN.
CERTAIN OF THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT IS,
BY ITS NATURE, FORWARD LOOKING, CONTAINS ESTIMATES AND ASSUMPTIONS
AND PROJECTIONS THAT MAY PROVE TO BE WRONG OR THAT MAY BE
MATERIALLY DIFFERENT FROM THE ACTUAL RESULTS ACHIEVED.
THE BUSINESS PLAN PREPARED BY CURRENT MANAGEMENT (EXHIBIT "3"
ATTACHED HERETO), THIS DISCLOSURE STATEMENT AND THE PLAN, INCLUDING
THE INFORMATION INCORPORATED BY REFERENCE THEREIN, CONTAIN VARIOUS
FORWARD-LOOKING STATEMENTS AND INFORMATION THAT ARE BASED ON
CURRENT MANAGEMENT'S BELIEFS AND ASSUMPTIONS, AS WELL AS
INFORMATION NOW AVAILABLE TO CURRENT MANAGEMENT. WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, THE WORDS "BELIEVE,"
"ANTICIPATE," "ESTIMATE," "EXPECT" AND SIMILAR EXPRESSIONS, AS
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SOMETIMES USED IN THE BUSINESS PLAN, THE PLAN OR THIS DISCLOSURE
STATEMENT, ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS.
ALL FORWARD-LOOKING STATEMENTS AND INFORMATION IN THE BUSINESS
PLAN, THIS DISCLOSURE STATEMENT AND THE PLAN ARE FORWARD-LOOKING
STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT
AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
(THE "EXCHANGE ACT"), AND ARE INTENDED TO BE COVERED BY THE SAFE
HARBORS CREATED THEREBY. CLAIMANTS AND EQUITY HOLDERS ARE
CAUTIONED THAT ALL FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND
UNCERTAINTIES INCLUDING, WITHOUT LIMITATION, BUT NOT LIMITED TO, THE
FACTORS SET FORTH UNDER THE CAPTION "RISK FACTORS" IN THIS DISCLOSURE
STATEMENT. ALTHOUGH CURRENT MANAGEMENT BELIEVES THAT THE
ASSUMPTIONS UNDERLYING THE FORWARD-LOOKING STATEMENTS CONTAINED
IN THE BUSINESS PLAN, THE PLAN OR THIS DISCLOSURE STATEMENT ARE
REASONABLE, ANY OF THE ASSUMPTIONS COULD BE INACCURATE, AND
THEREFORE THERE CAN BE NO ASSURANCE THAT SUCH FORWARD-LOOKING
STATEMENTS WILL PROVE TO BE ACCURATE. IN LIGHT OF THE SIGNIFICANT
UNCERTAINTIES INHERENT IN SUCH FORWARD-LOOKING STATEMENTS, THE
INCLUSION OF SUCH INFORMATION SHOULD NOT BE REGARDED AS A
REPRESENTATION BY THE DEBTOR, THE ESTATE, THE TRUSTEE, THE TRUSTEE'S
PROFESSIONALS, THE REORGANIZED DEBTOR, CURRENT MANAGEMENT OR ANY
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OTHER PERSON THAT THE OBJECTIVES AND PLANS OF THE REORGANIZED
DEBTOR WILL BE ACHIEVED.
Additional risk factors (i.e., risk factors in addition to
those identified and discussed in other Sections of this Disclosure
Statement or in the Business Plan Prepared by Current Management)
which should be considered include but are not limited to the
following:
Post-Petition Taxes. For a discussion of possible risks
associated with the Estate's post-petition tax liability, especially
for the calendar year ending December 31, 1997, see Section IV, C. 2
of this Disclosure Statement
Limited Working Capital. The Plan leaves the Reorganized Debtor
with little working capital and, therefore, if additional cash is
required the Reorganized Debtor will have to borrow to meet those cash
requirements; it may or may not be possible for the Reorganized Debtor
(or it subsidiaries) to obtain sufficient amounts of credit for
working capital purposes.
Future Capital Requirements. The Reorganized Debtor's future
business is likely to be capital intensive. The long-term growth
of the Reorganized Debtor, which may involve the development and
acquisition of additional power generation projects and/or oil and/or
gas resources, will likely require the Reorganized Debtor to seek
substantial funds through various forms of financing. There can be
no assurance that the Reorganized Debtor will be able to arrange the
financing needed for additional projects. If the Reorganized Debtor
is unable to secure such financing, or if the terms of such financing
are not satisfactory to the Reorganized Debtor, its business could be
materially adversely affected.
No Dividends. It is likely that the Reorganized Debtor will
retain all earnings for the operation and expansion of its business and,
therefore, it is not likely that the Reorganized Debtor will pay any
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cash dividends on the common stock of the Reorganized Debtor at any time
in the foreseeable future.
Uncertainty as to Value of Stock in the Reorganized Debtor.
Neither the Trustee, his Professionals, nor the Reorganized Debtor know
at what price the common stock in the Reorganized Debtor (after the
Reverse Stock Split) will trade if or when the common stock in the
Reorganized Debtor trades on a publicly recognized market. The price
at which the common stock of the Reorganized Debtor will trade in the
future will likely be greatly affected by the success (or lack thereof)
of management of the Reorganized Debtor to successfully implement the
Business Plan or otherwise locate and develop other profitable business
opportunities; also see footnote 79 herein.
Limited Market for Common Stock. The Debtor's Existing Common
Stock is currently traded on a limited basis on the over-the-counter
market and is quoted in the National Quotation Bureau's Pink Sheets.
There can be no assurance that an active market will ever develop for the
common stock of the Reorganized Debtor (after the Reverse Stock Split).
The lack of an active market for the common stock of the Reorganized
Debtor could have an adverse effect on (1) the Reorganized Debtor's
plan to obtain a NASDAQ Listing; (2) on the ability of holders of the
common stock of the Reorganized Debtor to liquidate their shares; and
(3) on the ability of the Reorganized Debtor to raise additional capital
in the future.
Future Sale of Common Stock. It is expected that the shares of
common stock of the Reorganized Debtor (after the Reverse Stock Split)
will be unrestricted securities. Accordingly, following the
Distribution Date of the Plan, substantially all of the common stock of
The Reorganized Debtor then issued and outstanding could be resold in
market or private transactions. The sale or attempted sale of
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significant numbers of shares of common stock of the Reorganized
Debtor would likely have the effect of reducing the market price for
such stock, adversely affecting a possible NASDAQ listing, or even if
listed, a continued listing, and adversely affecting the ability of the
Reorganized Debtor to raise additional capital if such additional
capital is needed for continued operations or growth.
Uncertainty as to NASDAQ Listing. The Reorganized Debtor will
attempt to have its common stock (after the Reverse Stock Split)
listed on either the NASDAQ National Market System or the NASDAQ
Small Cap System. Even if the Reorganized Debtor meets all of the
financial and market criteria for a NASDAQ listing, there can be no
assurance that the Reorganized Debtor will ever be listed on either
NASDAQ system. Whether a company is listed on a NASDAQ system is
solely within the discretion of NASDAQ.
Power Generation Risk Factors. The Business Plan prepared by
Current Management contains a detailed discussion of power
generation risk factors, and that discussion is incorporated herein.
Such discussions includes risks relating to: a) power project
development and acquisition; b) capital requirements; c) competition;
d) government regulation; e) restructuring of the domestic electric
utility industry; f) energy price fluctuations and natural gas;
g) international investments (particularly in Mexico); h) start-ups
of power generation projects; i) general operating and environmental
matters; j) impact of curtailment; and k) dependence on third parties.
Oil and Gas Risk Factors. The Business Plan Prepared by
Current Management contains a detailed discussion of oil and gas risk
factors, and that discussion is incorporated herein. Such discussion
includes risks relating to: a) reserve replacement; b) dependence on
exploratory drilling activities; c) uncertainty of estimates of oil and
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<PAGE>
natural gas reserves; d) marketability of production and price
volatility; e) operating hazards and uninsurability of certain risks;
f) competition; g) technological changes; and h) governmental
regulation and environmental matters.
Other Risks. Any significant decline in general economic
conditions could have a material, adverse effect on the Reorganized
Debtor's business. If the Reorganized Debtor is not able to
successfully renegotiate a power purchase agreement with KAI concerning
the Kyocera Project, then the value of such project will be materially
diminished.
BECAUSE OF THESE AND OTHER RISK FACTORS THAT MAY AFFECT THE
REORGANIZED DEBTOR'S FUTURE OPERATING RESULTS, PAST FINANCIAL
PERFORMANCE OF THE DEBTOR OR ITS SUBSIDIARIES SHOULD NOT BE
CONSIDERED AN INDICATOR OF FUTURE PERFORMANCE, AND THE POTENTIAL
HOLDERS OF THE COMMON STOCK OF THE REORGANIZED DEBTOR SHOULD NOT
USE THE DEBTOR'S HISTORICAL TRENDS TO ANTICIPATE RESULTS OR TRENDS
FOR THE REORGANIZED DEBTOR IN FUTURE PERIODS.
XIII. LIQUIDATION ALTERNATIVE
THE TRUSTEE BELIEVES THAT IT IS IN THE BEST INTEREST OF THE ESTATE,
ITS CREDITORS AND INTERESTHOLDERS TO REORGANIZE THE DEBTOR AS A
GOING CONCERN.
At this time, the Trustee does NOT believe that the profitable
businesses of the Debtor (and its subsidiaries) should be liquidated
in a Chapter 11 or 7 proceeding. The Trustee believes that if the
profitable businesses of the Debtor (and its subsidiaries) were now
liquidated, holders of Claims or Interests in Classes 7, 8, 9, 10 and
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11 would likely not receive as much present value as they will
receive pursuant to the Plan.(82)
Since the majority of the Debtor's assets have now been reduced
to Cash (or its equivalent), the only assets of the Debtor which would
likely be affected by a Chapter 7 liquidation would be the operating
businesses of the Debtor, to wit, the NCA # 1 Power Project, Bonneville
Fuels (and its subsidiaries), BPSC and the Kyocera Project. Such
operating businesses are valued as set forth in Section III of this
Disclosure Statement in excess of $60 million. If these same assets
were liquidated in a Chapter 7 proceeding, the Trustee believes that the
Estate would probably net substantially less than $60 million for the
following reasons:
1. BPSC would lose its operation and maintenance contracts
("O&M Contracts") on the NCA # 1 and NCA # 2 power facilities,
resulting in a net loss in value of approximately five to six
million dollars. Specifically, by the terms of the O&M Contracts,
BPSC or its contracts may not be sold apart from Bonneville as a
going concern. If the Debtor or BPSC are liquidated, the O&M Contracts
would likely be canceled thereby resulting in significant losses to
the estate.
2. If the Debtor were to attempt to sell its interest in the
NCA #1 Power Project, then the owner of the other one-half interest in
the Project, a subsidiary of Texaco (TCCCC), may argue that it had a
right to reasonably approve the buyer of the Debtor's interest and
that it had a right of first refusal (to match any price offered by
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(82) It is arguable whether holders of Claims in Classes 1 through 6
would receive as much in a liquidation as they will receive
pursuant to the Plan. However, it is likely that the holders
of claims in Classes 1 through 6 will more quickly receive their
distributions of the Plan is Confirmed than if the Estate is
liquidated. Additionally, if the Estate is liquidated there is a
substantially better chance that competing groups of Creditors
will litigate with one another over various Claim Allowance and
distribution issues.
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a potential buyer). Such assertions by the subsidiary of Texaco
would likely chill any competitive bidding for the project and,
therefore, the Trustee believes that the liquidation value of the
Debtor's interest in the NCA # 1 Project is significantly less than
the value of such interest to an operating Reorganized Debtor.
3. The Estate would incur significant liquidation costs to
sell its business assets. The Trustee estimates that additional
attorneys' fees, sales related commissions and other fees or
out-of-pocket costs to liquidate the Debtor's assets would be
between two million ($2,000,000.00) and six million dollars
($6,000,000.00).
Not only would liquidation of the Debtor's business assets
result in a substantial loss to the Estate, its creditors and
equity holders, but by liquidating the assets the Estate would forego
several benefits of maintaining the businesses as a going concern.
Such benefits include the following:
1. As discussed elsewhere in this Disclosure Statement,
the Reorganized Debtor probably possesses substantial tax benefits
(e.g., net operating loss carryforward) which could be used to
shelter some of the income earned by the Reorganized Debtor. If
the assets are liquidated such future tax benefit will be lost.
2. The independent power business is in the process of
consolidating. The unique blend of the Debtor's operating
businesses (i.e., a company that develops and operates power
projects, along with an oil and natural gas producer which could
supply the fuel to generate the electricity) may be the type of
company that a larger, well-capitalized entity might be interested
in merging with or acquiring. If such an appropriate "strategic
partner" were eventually located by the Reorganized Debtor then
such may benefit the owners of the common stock in the Reorganized
Debtor.
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3. Over the last year natural gas prices in the region in
which Bonneville Fuels produces have risen (approximately 85% of
BFC's gross production revenue is from natural gas). This fact,
combined with BFC's proven ability to locate and develop additional
natural gas resources, indicates that it is possible (if natural gas
prices continue to rise) that the future value of this part of the
Debtor's business will be greater than its present value.
Other factors that would likely result in a significant
diminution in the value to be realized by certain Creditors and by
the Interestholders if the Debtor were now to be liquidated would
include:
1. The forced sale ("fire-sale") environment surrounding a
liquidation;
2. Lower employee morale and possible loss of key personnel
needed to maintain the value of the Debtor's existing businesses;
3. Additional administrative expenses involved in the
appointment of a Chapter 7 trustee and other professionals to assist
such Chapter 7 trustee in connection with the liquidation;
4. Additional costs of litigation concerning Claims
(including their priority or allowance) or the post-petition interest
issues if the Plan is not adopted;
5. In a Chapter 7 case there would be a new claim bar date and,
therefore, it is possible that new claims could be filed against the
Estate;
6. Possible adverse tax consequences (e.g., gains on the sales
of the businesses); and
7. The substantial time which would elapse before Creditors or
Interestholders would receive any distributions from the Chapter 7
estate in respect to the Claims or Interests.
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Consequently, the Trustee believes that the Plan will provide a
greater return to holders of Allowed Claims in all Classes(83) and to
the Interestholders than would liquidation.
For all of these reasons the Trustee believes that it is in
the best interest of the Estate, its Creditors and its Interestholders
to reorganize the Debtor's operating businesses instead of liquidating
them. Specifically, the Trustee believes that the businesses should
emerge from under the umbrella of bankruptcy as soon as possible so
that the Reorganized Debtor, with its independent board of directors
and the management chosen by that board, can take control of the
business operations of the Reorganized Debtor in order to both maximize
the value of the Debtor's existing businesses and to pursue future
business opportunities for the benefit of the holders of the common
stock of the Reorganized Debtor.
XIV. SECURITIES LAW CONSIDERATIONS
The planned issuance of securities in connection with the Plan
raises several legal issues under the Bankruptcy Code ("Code") and
securities laws, which are summarized, for informational purposes
only, in this section. Under Section 1145 (a) of the Code, the
issuance of securities to be distributed under the Plan, including
the Plan Common Stock (subject to the Reverse Stock Split) and the
Discretionary Notes, and the subsequent resale of such securities by
entities that are not "underwriters" (as defined in Section 1145(b)
of the Code) are not subject to the registration requirements of
federal and state securities laws.
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(83) Factor 4 above (litigation costs over Claims and/or post-
petition interest issues) and factor 7 above (time delay)
could negatively affect Creditors in Classes 1 through 4.
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BECAUSE OF THE COMPLEX, SUBJECTIVE NATURE OF THE QUESTION
WHETHER A PARTICULAR HOLDER MAY BE AN UNDERWRITER, THE TRUSTEE
MAKES NO REPRESENTATION CONCERNING THE ABILITY OF ANY PERSON TO
DISPOSE OF SHARES OF PLAN COMMON STOCK (SUBJECT TO THE REVERSE STOCK
SPLIT) OR ANY DISCRETIONARY NOTES DISTRIBUTED UNDER THE PLAN. IN
ADDITION, THE INSTRUMENT[S] EVIDENCING THE DISCRETIONARY NOTES OR
THE DOCUMENT THAT ESTABLISHES THE TERMS THEREOF MAY CONTAIN
PROVISIONS THAT RESTRICT OR INDICATE THE EXISTENCE OF RESTRICTIONS ON
THE TRANSFERABILITY OF THE DISCRETIONARY NOTES. RECIPIENTS OF
SECURITIES UNDER THE PLAN MUST CONSULT WITH THEIR OWN LEGAL
COUNSEL CONCERNING THE LIMITATIONS ON THEIR ABILITY TO DISPOSE OF
THOSE SECURITIES. FURTHER, RECIPIENTS OF SECURITIES UNDER THE PLAN
MUST CONSULT WITH THEIR OWN ADVISORS FOR THE FEDERAL, STATE OR
LOCAL SECURITIES CONSEQUENCES TO THEM UNDER THE PLAN. NEITHER THE
DEBTOR, THE ESTATE, THE REORGANIZED DEBTOR, THE TRUSTEE NOR HIS
PROFESSIONALS ARE PURPORTING IN ANY MANNER TO GIVE SECURITIES LAW
RELATED ADVICE TO ANY RECIPIENT OF ANY SECURITIES ISSUED OR RETAINED
PURSUANT TO THE PLAN. THE DISCUSSION SET FORTH BELOW IS INCLUDED FOR
INFORMATIONAL PURPOSES ONLY AND MAY NOT BE USED FOR ANY PURPOSE
OTHER THAN TO DETERMINE WHETHER TO VOTE IN FAVOR OF OR AGAINST THE
PLAN.
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A. The Securities To Be Issued Under The Plan.
1. Initial Issuance of Stock To Creditors. Section 1145 of
the Code provides that the securities registration requirements of
federal, state and local laws do not apply to the offer or sale
of securities issued by a debtor (or its successor) if (i) the offer
or sale occurs under a plan of reorganization and (ii) the securities
are transferred in exchange (or principally in exchange) for a claim
against or interest in the debtor. Accordingly, under Section 1145 of
the Code, the issuance of Plan Common Stock (subject to the Reverse
Stock Split) and Discretionary Notes under the Plan ("Plan Securities")
in exchange for a Claim against the Debtor or the Estate will be exempt
from the registration requirements of Section 5 of the Securities Act
of 1933, as amended (the "1933 Act") and from the registration
requirements of any state securities laws.
2. Resales or Transfers of Plan Securities. Any person who is
not an "underwriter" under Section 1145 of the Code or a "dealer" under
the 1933 Act and who transfers Plan Securities received under the Plan
need not comply with the registration requirements of the 1933 Act or
of any state securities laws. The term "underwriter", as used in
Section 1145, includes four categories of persons, which are referred
to in this Disclosure Statement as "Controlling Persons",
"Accumulators", "Distributors" and " Syndicators". "Dealers" and the
four types of underwriters are discussed below.
a. Controlling Persons. "Controlling Persons" are
persons who, after the Effective Date, have the power, whether
direct or indirect and whether formal or informal, to control
the management and policies of the Reorganized Debtor. Whether
a person has such power depends on a number of factors,
including the person's equity in the Reorganized Debtor
relative to other equity holders, and whether the person, acting
alone or in concert with others, has a contractual or other
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relationship giving that person power over management policies
and decisions. In order to transfer the Plan Securities
without registration, a Controlling Person would be required
to comply with the restrictions set forth in SEC Rule 144,
other than the holding period requirement set forth in that
Rule. The restrictions of Rule 144 are complicated. In
general, in order for the resale of Plan Securities by a
Controlling Person to be permissible under Rule 144, the
Controlling Person must not sell during any three-month
period, more than one percent of the Reorganized Debtor's
common stock (or, if greater, the average weekly report volume
of trading in such securities).
b. Accumulators and Distributors. "Accumulators" are
persons who purchase a Claim against or Interest in Bonneville
with a view to distribution of any Plan Securities to be received
under the Plan in exchange for such Claim or Interest.
"Distributors" are persons who offer to sell Plan Securities
for the holders of those securities. In a 1986 SEC No- Action
Letter (Manville Corp.), the SEC staff took the position that
resales by Accumulators and Distributors of securities
distributed under a plan are exempt from the registration
requirements of the 1933 Act if made in "ordinary trading
transactions". The SEC staff took the position that a transaction
is an ordinary trading transaction if it is made on an exchange
or in the over-the-counter market at a time when the issuer is
a reporting company under the 1934 Act and does not involve any
of the following factors:
(i) concerted action by recipients of Plan Securities
in connection with the sale of such securities, concerted
action by distributors on behalf of one or more such
recipients in connection with such sales, or both;
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(ii) informational documents concerning the offering
of the securities prepared or used to assist in the resale
of such securities other than this Disclosure Statement and
any supplements hereto and documents filed with the SEC by
the issuer pursuant to the 1934 Act; or
(iii) special compensation to brokers and dealers in
connection with the sale of such securities designed as a
special incentive to resell such securities, other than
compensation that would be paid pursuant to arm's length
negotiations between a seller and a broker or dealer, each
acting unilaterally, and not greater than the compensation
that would be paid for a routine similar-sized sale of a
similar issue.
c. Syndicators. "Syndicators" are persons who offer to
buy Plan Securities from the holders with a view to distribution,
under an agreement made in connection with the Plan, with
consummation of the Plan or with the offer or sale of securities
under the Plan.
d. Dealers. "Dealers" are persons who engage either for
all or part of their time, directly or indirectly, as agent,
broker, or principal, in the business of offering, buying,
selling, or otherwise dealing or trading in securities.
Section 4(3) of the 1933 Act exempts transactions in the Plan
Securities by dealers taking place more than 40 days after the
Effective Date. Within the 40-day period after the Effective
Date, transactions by dealers who are stockbrokers are exempt
from the 1933 Act pursuant to Section 1145 (a) (4) of the Code,
as long as the stockbrokers deliver a copy of this Disclosure
Statement (and supplements hereto, if any, as ordered by the
Court) at or before the time of delivery of Plan Securities to
their customers. This requirement specifically applies to
trading and other after-market transactions
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in such securities. In this regard, however, in the 1986 SEC
No-Action Letter (Manville Corp.), the staff of the SEC took
the position that it would not recommend action if stockbrokers
did not comply with the Disclosure Statement delivery
requirements of Section 1145 (a) (4) as long as the issuer of
the securities was a reporting person under the 1934 Act and was
current and timely in its reporting obligations.
The Reorganized Debtor does not intend to request a no-action
letter from the SEC regarding any matter.
EACH RECIPIENT OF PLAN SECURITIES SHOULD SATISFY ITSELF THROUGH
CONSULTATION WITH ITS OWN LEGAL ADVISORS AS TO WHETHER ITS RESALES
OR OTHER TRANSACTIONS IN PLAN SECURITIES ARE LAWFUL UNDER THE
FEDERAL AND STATE SECURITIES LAWS. NEITHER THE TRUSTEE, THE TRUSTEE'S
PROFESSIONALS, THE ESTATE, THE DEBTOR NOR CURRENT MANAGEMENT HAS
RECEIVED ADVICE OR APPROVALS FROM THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION WITH RESPECT TO ANY
MATTER DISCUSSED HEREIN. THIS DISCLOSURE STATEMENT HAS NOT BEEN
APPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THE STATEMENTS CONTAINED HEREIN.
B. Securities Registration, Quotation and Listing
1. Registration and Reporting. Bonneville's Existing Common
Stock is registered under Section 12 of the Securities Exchange Act
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of 1934, as amended (the "1934 Act") and Bonneville is required to
file reports with the Securities and Exchange Commission under Section
12(g) of the 1934 Act. During Bonneville's bankruptcy proceeding,
Bonneville has fulfilled its 1934 reporting obligations through the
filing of its monthly financial reports (as required by the Bankruptcy
Court and the United States Trustee) on SEC Form 8-K. Subsequent to
the Effective Date, the Reorganized Debtor will be required to file
annual, quarterly, current and other reports with the Securities and
Exchange Commission pursuant to the rules of the Securities and
Exchange Commission.
2. Limited Market For Securities Issued Under the Plan. As
stated above, the Plan Securities will be issued pursuant to
Section 1145 of the Bankruptcy Code, which generally provides that
such securities are potentially transferable without registration,
by parties other than "underwriters" as such term is defined in
Section 1145 (b). Nonetheless, currently there is only a limited
trading market for Bonneville's Existing Common Stock.
Bonneville's Existing Common Stock is currently traded on the over-
the-counter market and quoted in the "Pink Sheets". The Reorganized
Debtor intends to seek the listing of the Reorganized Debtor's common
stock on the NASDAQ National Market System, or if the Reorganized
Debtor's common stock is not accepted for listing on the NASDAQ
National Market System, then the Reorganized Debtor will attempt to
have its common stock listed on the NASDAQ Small Cap Market. There
can be no assurance that the common stock of the Reorganized Debtor
will be listed on either the NASDAQ National Market System or the
NASDAQ Small Cap Market. Any such listing is within the complete
discretion of NASDAQ. Also see Section VI,I. Of this Disclosure
Statement concerning the Reverse Stock Split.
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XV. CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN
The following discussion is a summary for general information
purposes only of certain of the possible federal income tax
consequences of the Plan. The summary is based on the Internal
Revenue Code of 1986, as amended (the "Tax Code"), Treasury
regulations promulgated and proposed thereunder, judicial decisions
and published administrative rules, and pronouncements of the
Internal Revenue Service (the "IRS") as in effect on the date hereof.
Changes in such rules or new interpretations thereof may have
retroactive effect and could therefore significantly affect the tax
consequences described below. No rulings have been requested from the
IRS and no legal opinions have been requested from counsel with
respect to any of the tax aspects of the Plan.
The federal, state, local, and other tax consequences of the
Plan to the holders of Allowed Claims and the Interestholders may
vary based upon the individual circumstances of each holder. In
addition, this discussion does not address i) the federal income tax
consequences of the Plan in respect of the CIGNA Claim (Class 10),
ii) each and every aspect of federal income taxation that may be
relevant to the holders of Allowed Claims or Interestholders, or
iii) tax issues peculiar to certain types of taxpayers (such as
traders or dealers in claims, dealers in securities, S corporations,
life insurance companies, financial institutions, tax-exempt
organizations and foreign taxpayers). No aspect of foreign, state,
local, or estate and gift taxation is addressed. THE FOLLOWING
SUMMARY IS NOT A SUBSTITUTE FOR CAREFUL TAX PLANNING AND IS NOT
BASED UPON THE INDIVIDUAL CIRCUMSTANCES OF ANY PARTICULAR
HOLDER OF AN ALLOWED CLAIM OR EQUITY INTEREST. ALL HOLDERS
MUST CONSULT THEIR OWN TAX ADVISORS FOR THE FEDERAL, STATE,
LOCAL, AND OTHER TAX CONSEQUENCES PECULIAR TO THEM UNDER THE
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PLAN. NEITHER THE DEBTOR, THE ESTATE, THE REORGANIZED DEBTOR, THE
TRUSTEE NOR HIS PROFESSIONALS ARE PURPORTING IN ANY MANNER TO
GIVE TAX ADVICE OF ANY KIND TO THE CLAIMANTS OR INTERESTHOLDERS.
THE DISCUSSION SET FORTH BELOW IS INCLUDED FOR GENERAL
INFORMATION ONLY AND MAY NOT BE USED FOR ANY PURPOSE OTHER THAN
TO DETERMINE WHETHER TO VOTE IN FAVOR OF OR AGAINST THE PLAN.
A. Consequences to Holders of Allowed Claims and Interestholders.
1. Holders of Allowed Claims in Classes 1 through 4 and Class 8.
In general, a holder of an Allowed Other Priority Claim, Bank Debt
Claim, Trade and Other Claim, Debenture Claim, or Deeply Subordinated
Claim will recognize taxable income or loss upon the satisfaction of
Its Claim in accordance with the Plan in an amount equal to the
difference between (i) the amount of Cash or the fair market value
of Plan Common Stock received by such holder in respect of its Claim
(excluding any Cash or Plan Common Stock received in respect of a Claim
for accrued but unpaid interest), and (ii) the holder's adjusted tax
basis in the Claim exchanged therefor (other than basis attributable
to accrued but unpaid interest previously included in the holder's
taxable income). See Section XV.A.7 -- Certain Federal Income Tax
Consequences of the Plan; Treatment of Interest. The determination
of the character of such income or loss as capital gain or loss or as
ordinary income or loss will depend upon a number of factors,
including, without limitation, the tax status of the holder, whether
the Claim constitutes a capital asset in the hands of the holder, the
amount of time the holder has held the Claim, and whether and to what
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extent the holder has previously claimed a loss or bad debt deduction
with respect to such Claim.
2. Holders of Allowed Claims in Classes 5 and 6. In accordance
with the Plan, a holder of an Allowed Prepetition Selling Debenture
Claim or Post-petition Selling Debenture Claim is entitled to
receive Plan Common Stock in order to compensate the holder (in whole
or in part, as the case may be) for the economic loss previously
sustained by such holder upon the sale or other disposition of
Debentures. In general, a holder of such a Claim will recognize
taxable income in an amount equal to the fair market value of any
Plan Common Stock received in exchange for such Claim. The character
of any such income generally will be determined by reference to the
character of the prior allowable tax loss previously claimed by the
holder.
3. Holders of Allowed Claims in Class 7. A holder of an
Allowed Limited Partner Claim is entitled to receive Plan Common Stock
in satisfaction of such Claim in accordance with the Plan. The
federal income tax consequences of the receipt of Plan Common Stock by
such a holder will depend upon the origin and nature of such Claim.
Accordingly, holders of Allowed Limited Partner Claims must consult
their own tax advisors.
4. Holders of Allowed Claims in Class 9. In accordance with
the Plan, a holder of an Allowed Section 510(b) Equity Claim is
entitled to receive Plan Common Stock in order to compensate the
holder for the economic loss or diminution in value previously
sustained by such holder in respect of common stock of the Debtor.
If a holder of such a Claim previously sold or otherwise disposed of
the securities that are the basis for the holder's Claim, the federal
income tax consequences to such holder of the receipt of Plan Common
Stock in satisfaction of such Claim pursuant to the Plan generally
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should be the same as the consequences (discussed above) to a holder
of an Allowed Prepetition Selling Debenture Claim or Post-petition
Selling Debenture Claim upon the receipt of Plan Common Stock
pursuant to the Plan (see Section XV, A.2 of this Disclosure
Statement -- Certain Federal Income Tax Consequences of the Plan;
Holders of Allowed Claims in Classes 5 and 6). Although not free
from doubt, if a holder of such a Claim still owns the securities
(Existing Common Stock) that are the basis for the holder's Claim,
such holder should (i) not recognize taxable gain or loss upon the
receipt of Plan Common Stock in satisfaction of such Claim in
accordance with the Plan, (ii) be required to reduce its tax basis
in the securities that are the basis of the holder's Claim by an
amount equal to the fair market value of the Plan Common Stock received
in satisfaction thereof on the date of receipt thereof, and (iii) have
a tax basis in the Plan Common Stock equal to the fair market value of
such Plan Common Stock received in satisfaction thereof on the date
of receipt thereof. Holders of such an Allowed Section 510(b) Equity
Claim must consult their own tax advisors.
5. Holders of Allowed CIGNA Claim in Class 10. The holder of
such Claim must consult with its own tax advisors.
6. Holders of Equity Interests in Class 11. A holder of an
Equity Interest generally will not recognize taxable gain or loss
because of the Plan. The adjusted tax basis and holding period of
such Existing Common Stock should remain unaffected by the Plan.
7. Treatment of Interest. In the case of a cash basis holder
of an Allowed Claim, any Cash or Plan Common Stock received by such
holder that is allocable to a Claim for accrued but unpaid interest
will be includable in such holder's income as interest income. In the
case of an accrual basis holder of an Allowed Claim, any Cash or Plan
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Common Stock received by such holder that is allocable to a Claim
for accrued but unpaid interest will, to the extent not previously
included in income, be includable in such holder's income as interest
income. A holder that previously included in income accrued by
unpaid interest attributable to a Claim, and has not subsequently
deducted such interest, will be allowed a deduction to the extent
such accrued but unpaid interest is not satisfied in full.
8. Disputed Claims Reserve. Because the Plan provides that
any net earnings of the Disputed Claims Reserve will be payable to
the Reorganized Debtor, any income earned in respect of the
Disputed Claims Reserve will be reported to the Reorganized Debtor.
There is no assurance, however, that the IRS will not take a
contrary position in respect of the taxation of income earned by
the Disputed Claims Reserve. Under section 468B(g) of the Tax Code,
amounts earned by an escrow account, settlement fund or similar fund
must be subject to current tax. The manner by which this is done is
to be prescribed in Treasury regulations providing for the taxation of
such an account or fund as a grantor trust or otherwise. Although
certain Treasury regulations have been issued under this section of
the Tax Code, no Treasury regulations have been promulgated to address
the tax treatment of such an account or fund in the bankruptcy
context. Thus, depending upon the facts, such an account or fund
possibly could be treated as a separately taxable trust, as a grantor
trust, or otherwise.
B. Backup Withholding.
Some distributions under the Plan to holders of Allowed Claims
may be subject to withholding. Under the Tax Code, reportable
payments (e.g., interest payments) may, under certain circumstances,
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be subject to backup withholding at a rate of 31%. Backup withholding
may apply if a holder (i) fails to furnish its social security number
or other taxpayer identification number ("TIN"); (ii) furnishes
an incorrect TIN; (iii) fails properly to report interest and
dividends; or (iv) under certain circumstances, fails to provide a
certified statement, signed under penalty of perjury, that the TIN
provided is its correct number and that it is not subject to backup
withholding. Backup withholding is not an additional tax but merely an
advance payment, which may be refunded to the extent it results in an
overpayment of tax. Certain persons are exempt from backup
withholding, including, in certain circumstances, corporations and
financial institutions. Also see Article 5.5 of the Plan.
C. Consequences to Debtor.
1. Utilization of Built-In Losses. Pursuant to section 382
of the Tax Code, whenever there is a more than 50% ownership change
of a corporation during a three-year testing period, the ability of
the loss corporation to utilize its net operating losses generally is
limited on an annual basis to the product of the fair market value of
the corporate equity immediately before the ownership change and the
"long-term tax-exempt rate," which is published monthly by the IRS. In
addition to limiting the utilization of net operating losses, the
annual limitation imposed by section 382 also applies to any built-in
loss that is recognized (the "recognized built-in loss") during the
five-year period beginning on the change date (the "recognition
period"). For this purpose, the term recognized built-in loss means
any loss recognized during the recognition period on the disposition
of any asset except to the extent that it is established that (i) such
asset was not held immediately before the change date, or (ii) such
loss exceeds the excess (if any) of the adjusted basis of such asset
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on the change date, over the fair market value of such asset on
such date. Moreover, any amount which is allowable as a deduction
during the recognition period but which is attributable to periods
before the change date shall be treated as a recognized built-in loss
for the taxable year for which it is allowable as a deduction. The
annual limitation on recognized built-in losses for any recognition
period taxable year shall apply only to the extent that such losses
do not exceed the "net unrealized built-in loss" (as defined in
section 382(h) of the Tax Code) immediately before the change date,
reduced by recognized built-in losses for prior taxable years ending
in the recognition period. If the amount of the net unrealized
built-in loss is not greater than the lesser of $10 million or
15% of the fair market value of the corporation immediately before
the change date, then the net unrealized built-in loss of the
corporation is presumed to be zero.
Bonneville may have experienced an ownership change within
the meaning of section 382 on July 1, 1997. Although the Debtor did
not have, or had an insignificant, net operating loss at the time
of such ownership change, the Debtor did have built-in losses at
that time. To the extent such built-in losses are recognized during
the recognition period, they will be subject to the annual limitation
imposed by section 382. In this regard, the Trustee believes that
certain amounts paid under the Plan to the holders of Allowed Claims
that otherwise would give rise to a tax deduction will be treated as
built-in losses subject to the annual limitation imposed by
section 382.
In addition to the ownership change that may have occurred on
July 1, 1997, the Debtor will likely experience a second ownership
change in connection with the implementation of the Plan; however,
the second ownership change should not further limit the Reorganized
Debtor's ability to utilize tax losses or deductions.
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2. Consolidated Return Items. The confirmation of the Plan
may result in the recognition of income or loss attributable to the
existence of deferred intercompany transactions, excess loss accounts
or similar items. The Trustee, however, does not believe that the
consequences of such items (if any) would have a material effect on
the Debtor or the Reorganized Debtor.
XVI. VOTING PROCEDURES AND REQUIREMENTS
A. Ballots and Voting Deadlines.
Ballots to be used for voting to accept or reject the Plan,
together with a return envelope, are enclosed with all copies of
the Disclosure Statement mailed to impaired Creditors who are
entitled to vote. BEFORE COMPLETING YOUR BALLOT, PLEASE READ
CAREFULLY THE VOTING INSTRUCTION SHEET THAT ACCOMPANIES THE
BALLOT. Please use only the Ballot that accompanies this Disclosure
Statement.
WHEN YOU VOTE AND RETURN YOUR BALLOT, PLEASE INDICATE THE
CLASS OR CLASSES IN WHICH YOUR CLAIMS ARE CLASSIFIED (IF NOT
ALREADY SO INDICATED ON THE BALLOT) BY MARKING THE APPROPRIATE
SPACE PROVIDED ON YOUR BALLOT FOR SUCH PURPOSE. ONLY CLASSES 5, 6,
7, 8, 9 AND 10 ARE IMPAIRED AND, THEREFORE, ONLY THOSE CLASSES ARE
ENTITLED TO VOTE.
The Bankruptcy Court has directed that, in order to be counted
for voting purposes, Ballots for the acceptance or rejection of the
Plan must be received by 5:00 p.m. Mountain Daylight Savings Time on
, 1998. IF YOU HAVE CLAIMS IN MORE THAN ONE CLASS (OR
SEVERAL CLAIMS IN ONE CLASS) YOU SHOULD FILL OUT A SEPARATE BALLOT
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FOR EACH CLASS OF CLAIM OR EACH CLAIM IN THE CLASS. ACCORDINGLY,
YOU MAY RECEIVE MORE THAN ONE BALLOT, EACH OF WHICH SHOULD BE
COMPLETED AND RETURNED TO THE TRUSTEE. Please vote and return
your Ballot(s) to:
Roger G. Segal, Trustee
Cohne, Rappaport & Segal, P.C.
525 East 100 South, Suite 500
Salt Lake City, Utah 84102
(or hand-deliver your Ballot to the Trustee at 525 East 100 South,
# 500, Salt Lake City, Utah). If you mail your Ballot, you must
mail it several days before the deadline so that it will be timely
received by the Trustee.
If you have any questions about the procedure for voting, or
if you did not receive a Ballot, received a damaged Ballot or lost
your Ballot, please write to:
Vernon L. Hopkinson
Cohne Rappaport & Segal, P.C.
525 East 100 South, #500
Salt Lake City, Utah 84102
TO BE COUNTED, YOUR BALLOT MUST BE RECEIVED BY THE TRUSTEE
BY 5:00 P.M. MOUNTAIN DAYLIGHT SAVINGS TIME ON , 1998.
ANY EXECUTED BALLOT WHICH DOES NOT INDICATE AN ACCEPTANCE OR
REJECTION OF THE PLAN MAY NOT BE COUNTED, BUT YOU MAY BE DEEMED
TO HAVE ACCEPTED THE PLAN.
THE TRUSTEE BELIEVES THE PLAN PROVIDES THE BEST POSSIBLE
RECOVERIES TO BONNEVILLE'S CREDITORS AND INTERESTHOLDERS. THE
TRUSTEE BELIEVES THAT THIS PLAN IS IN THE BEST INTERESTS OF EACH AND
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EVERY CLASS OF CREDITORS AND THE INTERESTHOLDERS AND, THEREFORE,
THE TRUSTEE RECOMMENDS THAT ALL IMPAIRED CREDITORS VOTE TO
ACCEPT THE PLAN.
YOUR BALLOT INCORPORATES BY REFERENCE THE CLAIM AMOUNT
THAT HAS BEEN CALCULATED BY THE TRUSTEE IN ACCORDANCE WITH THE
CLAIM CALCULATION METHODOLOGY SET FORTH IN THE PLAN;(84)
SPECIFICALLY, THE BALLOTS INCORPORATE BY REFERENCE THE CLAIM
AMOUNT SET FORTH ON PLAN EXHIBITS "D", "E", "F", "G", "H" AND "I".
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE PLAN (OR PLAN
EXHIBITS "A" THROUGH "I"), BY INCLUDING SUCH CLAIM AMOUNT THE
TRUSTEE IS NOT ADMITTING THAT YOU HAVE A CLAIM IN THE STATED
AMOUNT, AND IS NOT WAIVING THE RIGHT TO OBJECT TO YOUR VOTING OF
THE CLAIM IN SUCH AMOUNT.
You may possess Claims in more than one Class or you may
possess more than one Claim within a Class; accordingly, you may
receive more than one Ballot. In the event you receive more
than one Ballot, you should complete and return EACH Ballot.
If you are the beneficial holder of a Claim (e.g., your Claim
is legally owned by another, the "record holder"), YOU MUST RETURN
YOUR COMPLETED BALLOT TO THE RECORD HOLDER OF SUCH CLAIM, who
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(84) Any Claimant objecting to the amount or method in which the
Claim was calculated must file a timely objection with the
Bankruptcy Court, as specified in the Plan and footnotes 18, 19,
20 and/or 24 of this Disclosure Statement.
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in turn is responsible for the timely delivery of the same to the
Trustee at the above address. A BALLOT RELATING TO A CLAIM MUST BE
DELIVERED BY THE RECORD HOLDER OF SUCH CLAIM IN ORDER TO BE COUNTED.
B. Parties in Interest Entitled to Vote.
It is important that all impaired Creditors (i.e., those
Creditors holding Claims in Classes 5, 6, 7, 8, 9 and 10) exercise
their right to vote to accept or reject the Plan. Even if impaired
Creditors do not vote or vote to reject the Plan, impaired Creditors
may be bound by the Plan if it is accepted by the requisite holders of
Claims in that Class; if you do not vote, you may be deemed to have
accepted the Plan. Unimpaired Classes (e.g., Classes 1, 2, 3, 4 and
11) are conclusively presumed to have accepted the Plan and,
therefore, such unimpaired Classes do not vote on the Plan.
11 U.S.C. Section 1126(f).(85)
All holders of Claims in impaired Classes are entitled to vote
to accept or reject the Plan if such Claim is Allowed as set forth in
Article 1.5 of the Plan. ANY CLAIM AS TO WHICH AN
OBJECTION HAS BEEN FILED IS NOT ENTITLED TO VOTE UNLESS THE
BANKRUPTCY COURT, UPON APPLICATION OF THE CLAIM HOLDER OR THE
TRUSTEE, TEMPORARILY ALLOWS SUCH CLAIM IN AN AMOUNT THAT THE
BANKRUPTCY COURT DEEMS PROPER FOR THE PURPOSE OF VOTING ON THE
ACCEPTANCE OR REJECTION OF THE PLAN. The Trustee did file a motion
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(85) If, for whatever reason, the Bankruptcy Court determines at or
prior to the Confirmation Hearing that Classes 1, 2, 3, 4 or 11
are impaired, then any such Class may be deemed to have failed
to accept the Plan and the Trustee reserves the right to request
that the Bankruptcy Court confirm the Plan in accordance with
Section 1129(b) of the Bankruptcy Code.
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pursuant to Rule 3018 (a) to temporarily allow the contingent and
unliquidated claims in Classes 5, 6, 7, and 9 so that the Claimants
in Classes 5, 6, 7, and 9 could vote; the Bankruptcy Court granted the
motion and therefore such Claimants may vote their Claims in an amount
that has been calculated by the Trustee in accordance with the Claim
calculation methodology set forth in the Plan. See the Order of the
Bankruptcy Court which is attached to this Disclosure Statement as
Exhibit 4. However, if any Claimant wishes to seek the temporary
allowance of its Claim for voting purposes in an amount different
than that temporarily allowed by the Bankruptcy Court as requested
by the Trustee, then such Claimant must file its own Rule 3018(a)
motion, serve such motion (with a notice of hearing thereon) on the
Trustee's general counsel, the Trustee's special plan counsel and on
the United States Trustee and have such motion heard by the Bankruptcy
Court not more than ten (10) days prior to the start of the
Confirmation Hearing.
A vote may be disregarded if the Bankruptcy Court determines,
after notice and a hearing, that such vote was not solicited or procured
in good faith or in accordance with the provisions of the Bankruptcy
Code. CF. 11 U.S.C. Section 1126(e).
The allowance of any Claim for purposes of voting on the Plan
shall not constitute an allowance of the Claim for purposes of
receiving any distribution pursuant to the Plan. Similarly, unless
otherwise expressly provided in the Plan or one of the Plan exhibits,
any references in the Plan or Disclosure Statement to any Claims or
Interests shall not constitute an admission of the existence, nature,
extent or allowableness of any Claims or Interests.
Unless otherwise permitted by the Bankruptcy Court before the
start of the Confirmation Hearing, if a party required to file a
Proof of Claim has failed to do so, such Claimant is forever barred,
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estopped and enjoined from asserting a claim against Bonneville, its
Estate or its property and Bonneville, its Estate and the Reorganized
Debtor shall be forever discharged from any liability with respect to
that Claimant and the Claimant shall not be permitted to vote on the
Plan or participate in any distribution under the Plan on account of
the Claim. The Plan provides that no filed or scheduled Claim can be
amended upwards after the Bankruptcy Court's approval of this
Disclosure Statement without the written consent of the Trustee, and
any attempt to so amend a Claim shall be null and void.
C. Vote Required For Class Acceptance.
The Bankruptcy Code requires that each class of claims or equity
interests that is impaired under a plan accept the plan, or that the
plan be confirmable over the impaired class' rejection pursuant to
Section 1129(b) of the Bankruptcy Code. The Bankruptcy Code
defines acceptance of a plan by a class of creditors as acceptance by
holders of two-thirds in dollar amount and more than one-half in
number of the claims in that class. Holders of Claims in impaired
Classes that fail to vote may be deemed to have accepted the Plan.
A vote may be disregarded by the Bankruptcy Court if it determines,
after notice and a hearing, that such acceptance or rejection was not
made or not solicited or procured in good faith or in accordance with
the provisions of the Bankruptcy Code.
XVII. CONFIRMATION AND CONSUMMATION PROCEDURE
A. Confirmation Hearing.
Section 1128(a) of the Bankruptcy Code requires the Bankruptcy
Court, after notice, to hold a hearing on confirmation of a
Chapter 11 plan (the "Confirmation Hearing"). Section 1128(b) provides
that any party in interest may object to confirmation of a plan.
Page 179
<PAGE>
The Confirmation Hearing for the Plan has been scheduled for
, 1998 at o'clock .m. in the
Courtroom of the Honorable John H. Allen, United States Bankruptcy
Court, Frank E. Moss Federal Courthouse, 350 South Main Street,
Salt Lake City, Utah 84101. The Confirmation Hearing may be
adjourned or continued from time to time by the Bankruptcy Court
without further notice except for an announcement at the adjournment
of the date for the continued Confirmation Hearing. Any objection
to Confirmation must be timely made (i.e., by not later than
, 1998) in writing and specify in detail the name and
address of the objector, all factual and legal grounds for the
objection, the amount of the Claim or Interestholder held by the
objector, and the actual amount paid by the objector for each Claim
or Interest possessed by the objector. Any such objection must be
a) actually filed with the Bankruptcy Court (350 South Main Street,
Salt Lake City, Utah 84101), and b) actually receives Trustee
(9 Exchange Place, Salt Lake City, Utah 84111) by no later than
, 1998. Objections to Confirmation of the Plan are
governed by Bankruptcy Rule 9014. If an objection is filed, the
Trustee may request an order from the Bankruptcy Court expediting
discovery. UNLESS AN OBJECTION TO CONFIRMATION IS DETAILED
AS SET FORTH ABOVE AND IS TIMELY SERVED AND
FILED, IT MAY NOT BE CONSIDERED BY THE BANKRUPTCY COURT.
Page 180
<PAGE>
B. Requirements for Confirmation of the Plan.
At the Confirmation Hearing, the Bankruptcy Court may confirm
the Plan only if all the applicable requirements of Section 1129 of
the Bankruptcy Code are met. Among the requirements for confirmation
of a plan are that the plan be accepted by all impaired classes of
claims and equity interests or, if rejected by an impaired class,
that the plan "does not discriminate unfairly" and is "fair and
equitable" as to such class. With respect to each impaired Class
of Creditors, confirmation of the Plan requires that each Claimant
either a) accept the Plan or b) receive or retain under the Plan
property of a value, as of the Effective Date of the Plan, that is
not less than the value such Claimant would receive or retain if
the Debtor were liquidated under Chapter 7 of the Bankruptcy Code
on the Effective Date of the Plan. See Section XIII of this
Disclosure Statement for a discussion of such a Chapter 7
liquidation. Section 1129(a) of the Bankruptcy Code should be read
in its entirety for all issues relating to the Confirmation of the
Plan.
If any impaired Class does not accept the Plan, then the Trustee
may seek confirmation of the Plan notwithstanding such non-acceptance
pursuant to 11 U.S.C. Section 1129(b), (the "cramdown" provision of
the Bankruptcy Code). To obtain such Confirmation, it must be
demonstrated to the Bankruptcy Court that the Plan "does not
discriminate unfairly" and is "fair and equitable" with respect
to such Class. The Bankruptcy Code establishes different "fair and
equitable" tests for impaired classes of unsecured claims and equity
interests as follows:
1. Unsecured Claims: Either: a) each holder of an impaired
unsecured claim receives or retains under the plan property of a
value equal to the amount of the allowed unsecured claim; or
b) the holders of claims or interests that are junior to the claims
of the dissenting class will not receive or retain any property under
Page 181
<PAGE>
the plan.
2. Equity Interests: Either: a) each holder of an equity
interest receives or retains under the plan property of a value equal
to the greater of (i) the fixed liquidation preference or redemption
price, if any, of such equity interest or ii) the value of the equity
interest; or b) the holders of interests that are junior to such
equity interest will not receive any property under the plan.
THE TRUSTEE MAY SEEK CONFIRMATION OF THE PLAN IF LESS THAN THE
REQUISITE CREDITORS IN ANY ONE OR MORE IMPAIRED CLASSES FAIL TO ACCEPT
THE PLAN. Also see footnote 85 herein.
The Bankruptcy Code also requires that confirmation of a plan is
not likely to be followed by the liquidation or the need for
further financial reorganization of the Reorganized Debtor.
11 U.S.C. Section 1129(a)(11). In the Trustee's opinion, this
criteria is clearly satisfied in that the Plan will leave the
Reorganized Debtor with sufficient assets, with little if any debt,
and, as set forth in the Business Plan Prepared by Current Management
(see Exhibit "3" attached hereto), the Reorganized Debtor should
be operating at a profit on and after the Effective Date.(86)
- ---------------
(86) These financial projections by management have not been
examined or compiled by independent accountants. NEITHER
THE TRUSTEE, HIS PROFESSIONALS, CURRENT MANAGEMENT, THE
DEBTOR, THE ESTATE NOT THE REORGANIZED DEBTOR MAKE ANY
REPRESENTATION AS TO THE ACCURACY OF THESE PROJECTIONS OR
THE ABILITY OF THE REORGANIZED DEBTOR TO ACHIEVE THE PROJECTED
RESULTS. Many of the assumptions on which these projections
are based are subject to significant uncertainties. Inevitably,
some assumptions will not materialize and unanticipated events
and circumstances may affect the actual financial results.
Therefore, the actual results achieved throughout the projection
periods may vary from the projected results and the variations
may be material. It is urged that all of the assumptions be
examined carefully in evaluating the Plan. Neither Neilson,
Elggren, Durkin & Co., the accountants for the Trustee, nor
Hein plus Associates (auditors), prepared the projected
financial statements.
Page 182
<PAGE>
C. Effect of Confirmation Order.
Except as provided in the Plan, the Confirmation Order may (as
detailed in the Plan) be a judicial determination of a full and
complete discharge of the Debtor and its Estate from all debts of any
kind whatsoever that arose before the Effective Date and any
liability on a Claim that is determined under Section 502 of the
Bankruptcy Code as if such Claim had arisen before the Effective Date,
Whether or not a Proof of Claim based on any such debt or liability
is filed under Section 501 of the Bankruptcy Code and whether or not
a Claim based on such debt or liability is allowed under Section 502
of the Bankruptcy Code.
D. Consummation.
The Plan will be consummated upon completion of the actions to be
taken by the Trustee, the Estate, the Debtor and the Reorganized
Debtor as set forth in the Plan. The "Effective Date" of the Plan
shall occur on the first Business Day the Trustee files with the
Bankruptcy Court a declaration that each condition precedent to the
Effective Date of the Plan (see Plan Article IX) has been satisfied
or waived by the Trustee.
XVIII. CONCLUSION
This Disclosure Statement only summarizes some of the terms
and conditions of the Trustee's Plan; the Plan itself (which is
attached hereto as Exhibit "1") must be read in its entirety for all
terms and conditions. If any inconsistencies exist between the Plan
and this Disclosure Statement, the terms of the Plan control. For a
summary of the classification and treatment of Claims and Interests
under the Plan, see the table at pages 18 and 19 of this Disclosure
Statement.
The Trustee was appointed SUA SPONTE by the Bankruptcy Court
Page 183
<PAGE>
almost six (6) years ago. During that time, with the vigilance of
the Bankruptcy Court and with the efforts of the Trustee, his
Professionals and current management, Bonneville has grown from a
fraud-plagued company with few viable assets and little prospect
of material distribution to most Creditors, to a legitimate,
profitable company that can now make very significant distributions
to its Creditors and retain value for its Interestholders. It is
now time for Bonneville to leave Chapter 11.
Accordingly, after many months of negotiation the Trustee
reached a consensus among a broad spectrum of Creditors (as set
forth in the December 31, 1997 Conditional Letter Agreement) and,
therefore, the Trustee has proposed this Plan which he believes
is fair and equitable to all Creditors and Interestholders. THE
TRUSTEE BELIEVES THAT THE PLAN IS IN THE BEST INTEREST OF ALL
CREDITORS AND INTERESTHOLDERS IN THAT THE PLAN WILL MAXIMIZE THE
ULTIMATE RETURNS FOR ALL PARTIES-IN-INTEREST. THE TRUSTEE THEREFORE
URGES ALL IMPAIRED CREDITORS VOTE TO ACCEPT THE PLAN and return
their Ballots on or before the , 1998 voting deadline.
DATED this 22nd day of April, 1998.
/s/ Roger G. Segal
ROGER G. SEGAL, Chapter 11 Trustee for
the Estate of Bonneville Pacific Corporation
COHNE, RAPPAPORT & SEGAL, P.C.
By: /s/ Vernon L. Hopkinson
Vernon L. Hopkinson
General Counsel for the Trustee
Page 184
<PAGE>
Vernon L. Hopkinson (3656)
Daniel J. Torkelson (4426)
COHNE, RAPPAPORT & SEGAL, P.C.
525 East 100 South, Suite 500
Salt Lake City, Utah 84102
Telephone: (801) 532-2666
General Counsel for the Trustee
Martin J. Bienenstock
WEIL GOTSHAL & MANGES, L.L.P.
767 Fifth Avenue
New York, New York 10153
Telephone: (212) 310-8000
Special Plan Counsel for the Trustee
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF UTAH, CENTRAL DIVISION
===============================================================================
In re: )
Bankruptcy No. 91A-27701 )
BONNEVILLE PACIFIC CORPORATION, ) (Chapter 11)
)
Debtor. ) (Honorable John H. Allen)
)
===============================================================================
TRUSTEE'S CHAPTER 11 PLAN FOR THE ESTATE OF
BONNEVILLE PACIFIC CORPORATION
DATED APRIL 22, 1998
Roger G. Segal, the duly appointed, qualified and acting Chapter 11
Trustee for the Estate of Bonneville Pacific Corporation, proposes the following
Plan pursuant to 11 U.S.C. Section 1106(a)(5) and other provisions of the
Bankruptcy Code:
<PAGE>
ARTICLE I
DEFINITIONS
Unless the context otherwise requires, the following terms shall have the
following meanings when used in initially capitalized form in this Plan. Such
meanings shall be equally applicable to both the singular and plural forms of
such terms. Any term used in this Plan that is not defined herein, but that is
used in the Bankruptcy Code, shall have the meaning ascribed to such term in the
Bankruptcy Code. Additionally, the rules of construction contained in ss. 102 of
the Bankruptcy Code apply to the construction of this Plan.
1.1 "Administrative Claim" means any Claim payable in the ordinary course
of the Estate's business (including post-petition taxes) or any Claim Allowed by
the Bankruptcy Court for the payment of any administrative cost or expense
specified in ss. 503(b) of the Bankruptcy Code that is entitled to a priority in
payment under ss. 507(a)(1) of the Bankruptcy Code. Such Claim shall also
include any fees and costs allowed by the Bankruptcy Court, after notice and
hearing, for post-petition services provided by the Indenture Trustee for
services related to the Debtor.
1.2 "Affiliate" means, with respect to the Debtor, an affiliate of the
Debtor as the term "Affiliate" is defined in ss. 101(2) of the Bankruptcy Code.
1.3 "Aggregate Claims Amount" means, with respect to any Class or Classes
of Claims, the total amount (including Estimated Amounts for distribution
purposes of any Contingent, Disputed or unliquidated Claims) of Claims,
including Disputed Claims (but excluding Disallowed Claims), in such Class or
Classes.
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Chapter 11 Plan for Bonneville Pacific Corporation Page 2
Dated as of April 22, 1998
<PAGE>
1.4 "Allowed" or "Allowed Amount" means the dollar amount of an Allowed
Claim as calculated pursuant to this Plan; provided, however, that 1) the
Allowed Amount of a Claim shall not exceed the Estimated Amount of such Claim
for distribution purposes as determined by the Bankruptcy Court or, where
required, the District Court, pursuant to an Estimation Order and 2) the Allowed
Amount (i.e., the method for the calculation of the amount of any Allowed Claim)
of any Claim in any particular Class means the amount calculated in accord with
the methodology set forth in Article IV of this Plan for that particular Class
of Claims.
1.5 "Allowed Claim" means a Claim against the Debtor or the Estate
allowable under ss. 502 of the Bankruptcy Code but only to the extent that: 1)
such Claim is listed on the Schedules as last amended prior to the Confirmation
Hearing as liquidated in amount and not disputed or contingent and the Trustee
has not otherwise determined that such Claim has been paid or otherwise
resolved; 2) such Claim appears as an undisputed Claim on Exhibit "A", "B", "C",
"D", "E (Column 2)", "F (Column 2)", "G", "H" or "I (Column 3)" attached hereto;
3) such Claim is allowed by a Final Order; or 4) such Claim is otherwise
expressly provided for in this Plan.
1.6 "Appointment Date" means June 12, 1992, the date the Trustee was
appointed for the Estate of the Debtor.
1.7 "Bank Debt" means a prepetition debt or other obligation of the Debtor
arising from money borrowed by the Debtor (or a guarantee by the Debtor for
money borrowed by an Affiliate) from a bank or other financial institution or
Person.
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Chapter 11 Plan for Bonneville Pacific Corporation Page 3
Dated as of April 22, 1998
<PAGE>
1.8 "Bank Debt Claim" means a prepetition Claim arising under the Bank
Debt. A list of such Bank Debt Claimants and the Allowed Amount owed to each
such Claimant is attached hereto and incorporated herein as Exhibit "B".
1.9 "Bankruptcy Code" means the former, present, and future provisions of
Title 11 of the United States Code, to the extent applicable to the Debtor's
Chapter 11 case.
1.10 "Bankruptcy Court" means either the United States Bankruptcy Court
for the District of Utah, Central Division, having jurisdiction over the
Reorganization Case or, to the extent the reference is withdrawn, the District
Court sitting as a court of bankruptcy.
1.11 "Bankruptcy Rules" means, collectively, the Rules and Forms of
Practice and Procedure in Bankruptcy promulgated under 28 U.S.C. ss. 2075, as
amended, and the local rules of the Bankruptcy Court, as applicable to Chapter
11 cases, together with all amendments and modifications to the extent
applicable to the Debtor's Chapter 11 case.
1.12 "Business Day" means any day, other than a Saturday, Sunday or "legal
holiday", as that term is defined in Bankruptcy Rule 9006(a).
1.13 "Cash" means lawful currency of the United States of America and its
equivalents.
1.14 "Cigna Claim" means the Allowed ten million dollar ($10,000,000.00)
Claim which arose by reason of the Trustee's settlement agreement dated December
20, 1993 with Cigna, which settlement was approved by the Bankruptcy Court on
February 1, 1994. The Cigna Claim has been assigned to and is owned by a joint
venture consisting of Wellhead Electric Company, Inc. and Frank A. Klepetko.
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Chapter 11 Plan for Bonneville Pacific Corporation Page 4
Dated as of April 22, 1998
<PAGE>
1.15 "Claim" means a) a right of payment from the Debtor or the Estate,
whether or not such right is reduced to judgment, liquidated, unliquidated,
fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable,
secured, unsecured, known or unknown; b) a right to an equitable remedy for
breach of performance if such breach gives rise to a right of payment from the
Debtor or the Estate, whether or not such right to an equitable remedy is
reduced to judgment, fixed, contingent, matured, unmatured, disputed,
undisputed, secured, or unsecured.
1.16 "Claimant(s)" means a holder of a Claim against the Debtor or the
Estate.
1.17 "Class" means a category of holders of Claims or Interests as
classified in Article II of this Plan.
1.18 "Confirmation" or "Confirmation of this Plan" means the issuance of
the Confirmation Order.
1.19 "Confirmation Date" means the date on which the Confirmation Order is
entered on the docket of the Debtor's Chapter 11 case.
1.20 "Confirmation Hearing" means the hearing(s) which will be held before
the Bankruptcy Court in which the Trustee will seek Confirmation of this Plan.
1.21 "Confirmation Order" means the order of the Bankruptcy Court
confirming this Plan pursuant to ss. 1129 of the Bankruptcy Code, including any
amendments or supplements thereto.
1.22 "Contingent" means, when used with respect to a Claim, a Claim which
is dependent upon a future event that has not occurred and may never occur.
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Chapter 11 Plan for Bonneville Pacific Corporation Page 5
Dated as of April 22, 1998
<PAGE>
1.23 "Debenture" or "Debentures" means the Debtor's 7 3/4% Convertible
Subordinated Debentures Due 2009.
1.24 "Debenture Claim(s)" means the Claim of an owner of a Debenture on the
Distribution Date, which Claim will be paid by the Trustee's distribution to the
Indenture Trustee as set forth in this Plan. Debenture Claim does not include a
Prepetition Selling Debenture Claim or a Post-petition Selling Debenture Claim.
1.25 "Debtor" means Bonneville Pacific Corporation, a Delaware corporation.
1.26 "Debtor Action Recoveries" means the rights of the Estate or the
Reorganized Debtor to any and all proceeds or other relief from: a) any award,
judgment, or relief, or any sanction, waiver, or denial (including disgorgement)
of fees and expenses, or other determination rendered or made as to any Debtor
Action and payable to the Estate (or the Reorganized Debtor) or b) any
compromise or settlement of any Debtor Action.
1.27 "Debtor Actions" means objections to Claims under the appropriate
provisions of the Bankruptcy Code and applicable law incorporated therein and
any and all other claims, causes of action, demands, and enforceable rights of
the Trustee, the Debtor or the Estate against any Person, including, but not
limited to, Claims of the Trustee, the Debtor or the Estate: a) for recovery or
avoidance, as the case may be, of 1) obligations, transfers of property or
interests in property, offsets, debt forgiveness, Cash, and other types or kinds
of property or interests in property (or the value thereof), recoverable or
avoidable pursuant to ss.ss. 542, 543, 544, 545, 547, 548, 549, 550 and 553 of
the Bankruptcy Code, 2) damages, general or exemplary (or both), or other
relief, relating to
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Chapter 11 Plan for Bonneville Pacific Corporation Page 6
Dated as of April 22, 1998
<PAGE>
(or based upon) A) indebtedness owing to the Debtor or the Estate, B) fraud,
negligence, gross negligence, willful misconduct, or any other tort actions, C)
breaches of contract, D) violations of federal or state securities laws, E)
violations of applicable corporate laws, F) breaches of fiduciary or agency
duties, G) aiding and abetting the breach of fiduciary duties, and H) causes of
action based on disregard of the corporate form or piercing the corporate veil
or other liability theories, and 3) damages or other relief based upon any other
claim, cause of action, or demand, whether known or unknown, whether matured or
unmatured, to the extent not specifically compromised or released pursuant to
this Plan or an agreement referred to, or incorporated into, this Plan; and b)
for subordination under ss.ss. 509 and 510 of the Bankruptcy Code or under other
applicable laws. Debtor Actions include, but are not limited to, those actions,
claims, causes of action and other matters (as defined above) regardless of
whether such actions, claims or causes of action and other matters were being
pursued (had litigation initiated) at the Effective Date. Debtor Actions also
means any and all rights of the Debtor, the Estate or the Trustee which were
granted by various Persons in or which arise pursuant to settlement agreements
which were approved by the Bankruptcy Court, such settlements having resolved
litigation (or threatened litigation) initiated by the Trustee on behalf of the
Estate, including but not limited to settlements reached in that certain
litigation entitled Segal v. Portland General, et al., United States District
Court for the District of Utah, Case No. 92C-364J, and severed cases related
thereto.
1.28 "Deeply Subordinated Claim" means those Claims which arose by reason
of the Trustee's negotiated settlements with certain creditors, which
settlements have been approved by the
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Chapter 11 Plan for Bonneville Pacific Corporation Page 7
Dated as of April 22, 1998
<PAGE>
Bankruptcy Court; such Allowed Deeply Subordinated Claims total $8,945,000.00
and a list of each such Claimant and the Allowed Amount owed to each such
Claimant is set forth on Exhibit "G" which is attached hereto and incorporated
herein.
1.29 "Disallowed Claim" means any Claim (or any portion thereof) which has
been disallowed by a Final Order or by the Confirmation Order.
1.30 "Disbursing Agent" means the Reorganized Debtor or any Person
(including the Indenture Trustee) selected by the Trustee pursuant to this Plan
to hold and distribute the consideration to be distributed to the Claimants
holding Allowed Claims under this Plan.
1.31 "Disclosure Statement" means the Disclosure Statement under ss. 1125
of the Bankruptcy Code for Solicitation of Acceptances of the Plan of
Reorganization of Bonneville Pacific Corporation, dated as of April 22, 1998,
including all annexes, exhibits and schedules attached thereto or referenced
therein (and the exhibits, if any, to any such annexes, exhibits and schedules),
prepared by the Trustee pursuant to ss. 1125 of the Bankruptcy Code and approved
by the Bankruptcy Court, as such Disclosure Statement may be further amended or
modified from time to time.
1.32 "Discretionary Notes" means the two (2) promissory notes (in the form
set forth in Exhibit "I" attached hereto) in the equal amount of up to
$1,612,500.00 each (for a total of up to $3,250,000.00) which may be issued, at
the discretion of the Trustee, by the Reorganized Debtor and payable to Halcyon
and CoMac Partners L.P., as more fully described in Article 4.4 of this Plan.
1.33 "Disputed Claim" means any Claim against the Debtor or the Estate: a)
that is listed in the Schedules as disputed, contingent or unliquidated; b) that
is listed in the Schedules as
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Chapter 11 Plan for Bonneville Pacific Corporation Page 8
Dated as of April 22, 1998
<PAGE>
undisputed, liquidated and not contingent and as to which a Proof of Claim or
Proof of Interest has been filed with the Bankruptcy Court, to the extent that
such Proof of Claim or Proof of Interest exceeds the amount for such Claims or
Interests set forth in such Schedules; c) that is not listed in the Schedules,
but as to which a Proof of Claim or Proof of Interest has been filed with the
Bankruptcy Court (except as otherwise expressly Allowed in this Plan); d) that
is not listed as an Allowed Claim in Exhibits "A", "B", "C", "D", "E (Column
2)", "F (Column 2)", "G", "H" or "I (Column 3)" which are attached hereto and
incorporated herein or otherwise treated as an Allowed Claim in this Plan; e) as
to which an objection has been filed and not yet adjudicated by a Final Order;
or f) that portion of any filed Proof of Claim seeking a Claim amount in excess
of the Allowed Amount of such Claim as set forth in Exhibits "D", "E (Column
2)", "F (Column 2)", "H" and "I (Column 3)". If there is a dispute as to the
classification of a Claim, such Claim shall be considered a Disputed Claim in
its entirety for the purposes of this Plan.
1.34 "Distribution Date", when used with respect to each Allowed Claim,
means, unless otherwise provided for in the Plan or as may be ordered by the
Bankruptcy Court, a date to make a distribution as soon as practicable (as
determined by the Trustee) after the later of: a) the Effective Date, or b) the
first Business Day of the calendar quarter commencing after the date upon which
the Claim becomes an Allowed Claim, unless the Claim becomes an Allowed Claim
within fifteen (15) days before the first Business Day of the next calendar
quarter, in which event the Distribution Date shall be the first Business Day of
the next succeeding calendar quarter. Notwithstanding the foregoing,
distributions to be made by the Indenture Trustee as provided in this Plan for
Class 4
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Chapter 11 Plan for Bonneville Pacific Corporation Page 9
Dated as of April 22, 1998
<PAGE>
herein shall be made by the Indenture Trustee as soon as practicable after the
Distribution Date.
1.35 "District Court" means the United States District Court for the
District of Utah, Central Division, or the Bankruptcy Court unit thereof
empowered to exercise subject matter jurisdiction over the matter in question.
1.36 "Effective Date" means, and shall occur on, the first Business Day
following the day in which the Trustee files with the Bankruptcy Court a
declaration signed by him that each condition precedent (Article IX of this
Plan) to the Effective Date of this Plan is satisfied.
1.37 "Estate" means the estate created by ss. 541 of the Bankruptcy Code
upon the commencement of the Debtor's Reorganization Case under Chapter 11 of
the Bankruptcy Code and shall include all assets or property, real or personal,
tangible or intangible, of any kind whatsoever acquired on or after the Petition
Date, as it exists on the Effective Date.
1.38 "Estimated Amount(s)" means, except as otherwise expressly provided in
this Plan regarding Classes 5, 6, 7 and 9, the amount at which the Bankruptcy
Court or, where required by applicable law, the District Court, estimates any
Claim or Interest (or Class of Claims or Interests) under ss. 502(c) of the
Bankruptcy Code which is (or are) contingent, unliquidated or disputed, for the
purpose of: a) allowance and distribution under this Plan; b) assisting the
Bankruptcy Court in making the findings required for confirmation of this Plan
pursuant to ss.ss. 1129(a)(7)(A)(ii) and (a)(11) and, if necessary, ss.ss.
1129(b)(1) and (2) of the Bankruptcy Code; or c) temporarily allowing a Disputed
Claim solely for the purpose of accepting or rejecting this Plan pursuant to
Bankruptcy Rule 3018(a).
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Chapter 11 Plan for Bonneville Pacific Corporation Page 10
Dated as of April 22, 1998
<PAGE>
1.39 "Estimation Order" means an order of the Bankruptcy Court or the
District Court that determines the Estimated Amount of any Claim or Interest (or
Class of Claims or Interests).
1.40 "Existing Common Stock" means the shares of the common stock of
Bonneville Pacific Corporation issued on or prior to the Petition Date,
including (i) all shares of such common stock outstanding on the Effective Date,
including shares held by the Trustee, and (ii) all shares held by the Debtor or
the Estate as treasury stock on the Effective Date.
1.41 "Existing Securities" means the Existing Common Stock and the
Debentures.
1.42 "Final Order" means an order or judgment of a court, the
implementation or operation or effect of which is not stayed and as to which
order or judgment (or any revision, modification or amendment thereof) the time
to appeal or seek review or rehearing or writ of certiorari has expired and as
to which no appeal or petition for review or hearing or certiorari has been
taken or is pending; provided, however, that (i) pursuant to Article 6.6 of this
Plan, any order or judgment allowing, disallowing or estimating a Claim which is
not a Final Order as of the Effective Date solely because of a Person's right to
move for reconsideration of such order or judgment pursuant to ss.ss. 502(e)(2)
and/or 502(j) of the Bankruptcy Code and Bankruptcy Rule 3008 shall nevertheless
be deemed a Final Order on the Effective Date and (ii) the availability of
relief not time barred after the ten (10) day period set forth in Rules 59 and
60 of the Federal Rules of Civil Procedure made applicable by Rules 9023 and
9024 of the Federal Rules of Bankruptcy Procedure shall not preclude an order
from being a Final Order.
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Chapter 11 Plan for Bonneville Pacific Corporation Page 11
Dated as of April 22, 1998
<PAGE>
1.43 "Governmental Unit(s)" means a government unit as that term is
defined in ss. 101(27) of the Bankruptcy Code.
1.44 "Halcyon" collectively means Halcyon/Alan B. Slifka Management
Company L.L.C., Halcyon Offshore Management Company L.L.C or their affiliates.
1.45 "Indenture" means the indenture dated as of August 15, 1989 between
the Debtor and the Indenture Trustee relating to the Debentures.
1.46 "Indenture Trustee" means Norwest Bank Minnesota, N.A., or its
successor-in-interest, as trustee under the Indenture, or its duly authorized
agents.
1.47 "Interest", except when used to reflect the time value of money,
means any equity interest in the Debtor or the Estate represented by the
Existing Common Stock, and shall not include the Cigna Claim or any ss. 510(b)
Equity Claim.
1.48 "Interestholder(s)" means the holder of an Interest in the Debtor or
the Estate on the Effective Date.
1.49 "IRC" means the Internal Revenue Code of 1986, as amended, and as set
forth in Title 26 of the United States Code, to the extent it is applicable to
the Reorganization Case or the Estate's tax liabilities.
1.50 "IRS" means the Internal Revenue Service of the United States of
America.
1.51 "Late Claim(s)" means any Claim of any kind not timely filed with the
Bankruptcy Court, including but not limited to those Claims not timely filed in
accordance with the Bankruptcy Court's "Order Establishing a Supplementary Claim
Bar Date" dated September 10, 1996 and
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Chapter 11 Plan for Bonneville Pacific Corporation Page 12
Dated as of April 22, 1998
<PAGE>
entered on September 11, 1996, except such Claim(s) as to which the Bankruptcy
Court has entered a Final Order prior to the commencement of the Confirmation
Hearing permitting such tardily filed Claim to be deemed to be timely filed.
1.52 "Lien" means, with respect to any asset or property of the Debtor or
the Estate, any mortgage, lien, pledge, charge, security interest, encumbrance,
or other security device of any kind affecting such asset or property.
1.53 "Limited Partner Claims" means the prepetition Claim of any Person in
any way arising from or relating to a limited partnership (including but not
limited to the Magic Valley Hydroelectric Partners, Ltd. 1984) in which the
Debtor was a general partner. A list of each such Claimant and the compromised
Allowed Amount of the Allowed Claim designated for each such Claimant (except to
the extent the Claim is listed as disputed) is set forth in Column 2 of Exhibit
"F" which is attached hereto and incorporated herein.
1.54 "Other Priority Claim" means any prepetition Claim (other than an
Administrative Claim or a Priority Tax Claim) to the extent such Claim is
entitled to a priority in payment under ss. 507(a) of the Bankruptcy Code and to
the extent the Claim has not been previously paid by the Estate; a list of each
such Claimant and the Allowed Amount owed to each such Claimant is set forth on
Exhibit "A" which is attached hereto and incorporated herein.
1.55 "Person(s)" means any individual, firm, corporation, association,
partnership, joint venture, trust, limited liability company or partnership, or
other entity.
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Chapter 11 Plan for Bonneville Pacific Corporation Page 13
Dated as of April 22, 1998
<PAGE>
1.56 "Petition Date" means December 5, 1991, the date on which the
petition for relief in the Reorganization Case was filed by the Debtor with the
Bankruptcy Court.
1.57 "Plan" means this Chapter 11 Plan for the Estate of Bonneville
Pacific Corporation under Chapter 11 of the Bankruptcy Code, including all
exhibits hereto, as amended or modified from time to time.\
1.58 "Plan Common Stock" means the authorized (but not issued prior to the
Effective Date) common stock of Bonneville Pacific Corporation and does not
include the Existing Common Stock.
1.59 Plan Documents" means all other documents and exhibits, as the same
may be amended, modified, supplemented, or restated from time to time, that aid
in effectuating this Plan.
1.60 "Post-petition Selling Debenture Claim" means any Claim relating to
the Claim of a holder of a Debenture who purchased such Debenture before the
Petition Date and who sold such Debenture after the Petition Date. A list of
each such Claimant and the compromised Allowed Amount of the Allowed Claim for
each such Claimant (except to the extent the Claim is listed as Disputed) is set
forth in Column 2 of Exhibit "E" which is attached hereto and incorporated
herein.
1.61 "Prepetition Selling Debenture Claim" means any Claim relating to the
Claim of a holder of a Debenture who purchased and sold such Debenture on or
before the Petition Date. A list of each such Claimant and the compromised
Allowed Amount of the Allowed Claim for each such Claimant (except to the extent
the Claim is listed as Disputed) is set forth on Exhibit "D" which is attached
hereto and incorporated herein.
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Chapter 11 Plan for Bonneville Pacific Corporation Page 14
Dated as of April 22, 1998
<PAGE>
1.62 "Priority Tax Claim" means any prepetition Claim to the extent that
such Claim is entitled to a priority in payment under ss. 507(a)(8) of the
Bankruptcy Code.
1.63 "Pro Rata" means the same proportion an Allowed Claim in a particular
Class bears to the aggregate amount of all Allowed Claims in such Class.
1.64 "Proof of Claim" or "Proof of Interest" means any proof of claim or
proof of interest filed in the Bankruptcy Court pursuant to Bankruptcy Rules
3001 and 3002.
1.65 "Reorganization Case" means the above-captioned Chapter 11 case for
the Debtor.
1.66 "Reorganized Debtor" means Bonneville Pacific Corporation on and after
the Effective Date.
1.67 "Reorganized Debtor Assets" means all assets, property, interests, and
rights of the Estate or the Reorganized Debtor, including the Debtor Actions,
together with the income, dividends, and proceeds, if any, derived from the
assets, properties, interests, and rights vested in the Estate or the
Reorganized Debtor.
1.68 "Reorganized Debtor Corporate Documents" means the articles of
incorporation and bylaws of the Reorganized Debtor and all amendments thereto
and all other related documents to be executed, delivered and filed with the
appropriate governmental authorities by the Effective Date, pursuant to this
Plan, the Plan Documents or applicable state law, which are necessary or
appropriate to: a) evidence the existence of the Reorganized Debtor; b)
authorize the issuance of the Reorganized Debtor's Plan Common Stock; and c)
reflect the other requirements of this Plan, the Plan Documents and applicable
state or federal law.
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Chapter 11 Plan for Bonneville Pacific Corporation Page 15
Dated as of April 22, 1998
<PAGE>
1.69 "Reverse Stock Split" means the reverse stock split (one share of
common stock in the Reorganized Debtor for every four shares of Existing Common
Stock or Plan Common Stock held by, to be issued to, or reserved for, Claimants
in Classes 5 through 10 and the Interestholders in Class 11), which reverse
split will occur as soon as practicable (as determined by the Trustee) after the
Effective Date.
1.70 "Schedules" means the Schedules, Statements and Lists filed by the
Debtor with the Bankruptcy Court pursuant to Bankruptcy Rule 1007, as last
amended prior to the Confirmation Hearing, pursuant to Bankruptcy Rule 1009.
1.71 "SEC" means the United States Securities and Exchange Commission.
1.72 "Section (ss.) 510(b) Equity Claim" means a Claim arising from or in
any way related to rescission of a purchase or sale of the common stock of the
Debtor or a security of an Affiliate of the Debtor, for damages arising at any
time from or related to the purchase or sale of such a security, or for
reimbursement or contribution allowed under ss. 502 on account of such a Claim,
and shall not include any Limited Partner Claims. A list of each such Claimant
and the compromised Allowed Amount of the Allowed Claim for each such Claimant
(except to the extent that the Claim is listed as Disputed) is set forth on
Exhibit "H" and in Column 3 of Exhibit "I" both of which are attached hereto and
incorporated herein.
1.73 "Secured Claim" means any Claim that is: a) secured as of the
Confirmation Hearing by a Lien on or against any of the assets or property of
the Debtor or the Estate which Lien is valid, perfected and enforceable under
applicable law and is not subject to avoidance under the Bankruptcy
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Chapter 11 Plan for Bonneville Pacific Corporation Page 16
Dated as of April 22, 1998
<PAGE>
Code or applicable non-bankruptcy law, but only to the extent of the value of
such assets or property securing any such Claim; or b) Allowed under this Plan
as a Secured Claim. The Trustee believes that as of the date of the filing of
this Plan there are no Secured Claims.
1.74 "Subsidiary" means any of the subsidiary corporations of the Debtor
described in the Disclosure Statement.
1.75 "Trade and Other Claims" means only those prepetition general
unsecured Claims listed on Exhibit "C" which is attached hereto and incorporated
herein and any other Claim that is not an Administrative Claim, Bank Debt Claim,
Debenture Claim, Other Priority Claim, Post- petition Selling Debenture Claim,
Prepetition Selling Debenture Claim, Limited Partner Claim, Deeply Subordinated
Claim, ss. 510(b) Equity Claim, Cigna Claim, Priority Tax Claim or a Secured
Claim.
1.76 "Trustee" means Roger G. Segal, as Chapter 11 trustee in the
Reorganization Case, or any duly appointed successor.
1.77 "Trustee's Professionals" means those professionals retained by the
Trustee (if such retention was approved by the Bankruptcy Court) during the
Reorganization Case pursuant to ss. 327 of the Bankruptcy Code including the
accounting firm of Hein + Associates, but excluding the law firm of Snell &
Wilmer, a general partnership, and its successor, Snell & Wilmer LLP. ARTICLE II
CLASSIFICATIONS OF CLAIMS AND INTERESTS 2.1 Classification. (a) General. Article
2.2 hereof sets forth a designation of Classes of Claims and
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Chapter 11 Plan for Bonneville Pacific Corporation Page 17
Dated as of April 22, 1998
<PAGE>
Interests. A Claim or Interest is classified in a particular Class only to the
extent that the Claim or Interest qualifies within the description of the Class
and is classified in a different Class to the extent the Claim or Interest
qualifies within the description of that different Class.
(b) Unclassified Claims. In accordance with ss. 1123(a)(1) of the
Bankruptcy Code, Administrative Claims and Priority Tax Claims are not
classified and are excluded from the Classes established in Article 2.2 hereof.
2.2 Classes. Claims against or Interests in the Debtor or the Estate are
grouped in the following Classes in accordance with ss. 1122(a) of the
Bankruptcy Code:
(a) Class 1 - Other Priority Claims: All Other Priority Claims.
(b) Class 2 - Bank Debt Claims: All Bank Debt Claims.
(c) Class 3 - Trade and Other Claims: All Trade and Other Claims.
(d) Class 4 - Debenture Claims: All Debenture Claims.
(e) Class 5 - Prepetition Selling Debenture Claims: All Prepetition Selling
Debenture Claims.
(f) Class 6 - Post-petition Selling Debenture Claims: All Post-petition
Debenture Claims.
(g) Class 7 - Limited Partner Claims: All Limited Partner Claims.
(h) Class 8 - Deeply Subordinated Claims: All Deeply Subordinated Claims.
(i) Class 9 - Section 510(b) Equity Claims: All Section 510(b) Equity Claims.
(j) Class 10- Cigna Claim.
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Chapter 11 Plan for Bonneville Pacific Corporation Page 18
Dated as of April 22, 1998
<PAGE>
(k) Class 11 - Equity Interests: All Interestholders.
ARTICLE III
IMPAIRMENT OF CLAIMS AND INTERESTS
3.1 Unimpaired Classes: Classes 1, 2, 3, 4 and 11.
3.2 Impaired Classes: Classes 5, 6, 7, 8, 9 and 10.
ARTICLE IV
PROVISIONS FOR SATISFACTION OF CLAIMS AND INTERESTS
The Allowed Claims and the Interests, as classified in Article II hereof,
shall be treated by the Trustee (on behalf of the Estate) and the Reorganized
Debtor in the manner set forth in this Article IV.
4.1 Administrative Claims and Priority Tax Claims.
The Administrative Claims and the Allowed Priority Tax Claims, to the
extent not previously paid during the Reorganization Case or not paid in the
ordinary course of the Debtor's business, shall be paid in full either 1) in
Cash on the Distribution Date or 2) upon such other terms agreed to in writing
by such Claimant and the Trustee; provided, however, that any current trade or
accounts payable (including wages and related benefits payable to the Debtor's
employees) incurred after the Petition Date by the Estate in the ordinary course
of its business are assumed by the Reorganized Debtor and shall be paid by the
Reorganized Debtor in the ordinary course of its business.
4.2 Claims and Interests.
The following constitutes the treatment under this Plan of the classified
Claims and Interests. Asserted rights to post-petition interest or other
charges are treated in Article 4.3 below. To the
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Chapter 11 Plan for Bonneville Pacific Corporation Page 19
Dated as of April 22, 1998
<PAGE>
extent that Claims are paid with the issuance of Plan Common Stock, such stock
(i.e., the Plan Common Stock issued pursuant to this Plan to Classes 5, 6, 7, 8,
9 and 10) shall be deemed for purposes of this Plan to have the value per share
as determined by the Bankruptcy Court at the Confirmation Hearing which value
shall take into account 11,686,723 shares of Existing Common Stock (Class 11)
which will also remain issued pursuant to this Plan, subject to the Reverse
Stock Split. The Plan Common Stock issued pursuant to this Plan is subject to
the Reverse Stock Split and is subject to the provisions of Article 5.2(d) of
this Plan.
(a) Class 1 - Other Priority Claims. All unpaid and Allowed Class 1
Claims (i.e., only those Claims set forth on Exhibit "A" attached hereto) shall
be paid in full, in Cash, in the amounts set forth on Exhibit "A", on the
Distribution Date.
(b) Class 2 - Bank Debt Claims. All Allowed Bank Debt Claims (i.e.,
only those Claims set forth on Exhibit "B" attached hereto) shall be paid in
full, in Cash, in the amount set forth on Exhibit "B" on the Distribution Date.
Such Class 2 Claimants shall, after receipt of the payment specified in this
Plan, have no other claims or causes of action against any other Person of any
kind whatsoever relating to said Bank Debt; specifically, without limitation,
the Bank Debt Claimants shall have no claims or causes of action of any kind
whatsoever against the past or present holders of the Debentures (or the
Indenture Trustee or its agents) or against any property distributed directly or
indirectly to the past or present holders of the Debentures pursuant to this
Plan.
(c) Class 3 - Trade and Other Claims. All Allowed Trade and Other
Claims (i.e., only those undisputed Claims set forth on Exhibit "C" attached
hereto or those Claims subsequently
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Chapter 11 Plan for Bonneville Pacific Corporation Page 20
Dated as of April 22, 1998
<PAGE>
Allowed by the Bankruptcy Court) shall be paid in full, in Cash, in the amount
set forth on Exhibit "C" (or as Allowed by the Bankruptcy Court) on the
Distribution Date.
(d) Class 4 - Debenture Claims. All Allowed Debenture Claims for
principal and prepetition interest and miscellaneous costs, to wit, only Claim
No. 146 in the amount of $64,750,168.95 filed by the Indenture Trustee on behalf
of the current Debenture holders, shall be paid in full, in Cash (except as
otherwise provided in Article 4.4 of this Plan), to the Indenture Trustee on the
Distribution Date for the benefit of the Class 4 Claimants and thereafter
remitted by the Indenture Trustee to the holders of the Debentures entitled to
receive payment in respect to their Allowed Debenture Claims as provided in
Article 5 of this Plan. It shall be the Indenture Trustee's duty to ascertain
and pay the holders of Debenture Claims entitled to receive payments in respect
of their Allowed Debenture Claims and neither the Debtor, the Reorganized
Debtor, the Estate nor the Trustee shall have any duties or obligation in this
regard. Claims of Persons other than the Indenture Trustee asserting Debenture
Claims against the Debtor or the Estate are disallowed in their entirety. No
distributions shall be made by the Trustee, the Estate or the Reorganized Debtor
directly to the holders of Debenture Claims (other than the Indenture Trustee)
deemed entitled to payment in respect of their Allowed Debenture Claims and
confirmation of this Plan shall disallow the Claims of any such holders (to the
extent the Bankruptcy Court has not already disallowed such Claims of such
holders). Distributions to be made by the Indenture Trustee as provided in this
Plan for Class 4 Claimants shall be made by the Indenture Trustee as soon as
reasonably practicable after the Distribution Date. All Allowed post-petition
fees and/or costs of the Indenture Trustee shall be paid
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Chapter 11 Plan for Bonneville Pacific Corporation Page 21
Dated as of April 22, 1998
<PAGE>
as an Administrative Claim subject to the application by the Indenture Trustee
to the Bankruptcy Court and Allowance of any such Administrative Claim by the
Bankruptcy Court after notice and hearing. All prepetition unpaid fees and/or
costs of the Indenture Trustee as set forth in Claim No. 146, together with
interest thereon as provided in Article 4.3(c) of this Plan, shall be paid to
the Indenture Trustee out of the distributions made to the Indenture Trustee
pursuant to this Article 4.2(d) and pursuant to Article 4.3(c) of this Plan.
(e) Class 5 - Prepetition Selling Debenture Claims. All Allowed
Prepetition Selling Debenture Claims shall be paid by the issuance and
distribution to holders of such Claims shares of Plan Common Stock having an
aggregate value determined as set forth in this Plan equal to the full amount of
the Allowed Prepetition Selling Debenture Claims, subject to the Reverse Stock
Split. Claimants' undisputed Claims in this Class 5 shall be Allowed (regardless
of the amount of the Claim actually filed by the Claimants) only in the amount
specified herein (see Exhibit "D" attached hereto). Specifically, the Allowed
Claims in Class 5 shall be in the amount of a) the price paid by the Claimant to
purchase the Debenture (such price shall not include any additional amount paid
by the Claimant related to interest which had accrued on the Debenture which was
added to the net amount of the purchase price when the Debenture was purchased)
less b) the amount received by the Claimant when the Debenture was sold (for
purposes of determining the amount received by the Claimant any additional
amount received by the Claimant for interest which had accrued on the Debenture
shall not be included in calculating the amount received). Reasonable
commissions or other miscellaneous charges, if any and only to the extent such
were readily
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Chapter 11 Plan for Bonneville Pacific Corporation Page 22
Dated as of April 22, 1998
<PAGE>
determinable from the filed Proof of Claim or the supporting documentation
attached thereto, shall be included when determining the amounts paid and
received by the Claimants in this Class. The Allowed Amount of the undisputed
Claims in this Class 5 set forth on Exhibit "D" constitute Estimated Amounts
pursuant to, inter alia, 11 U.S.C. ss. 502(c) of a contingent or unliquidated
Claim. Any Claimant in this Class 5 who objects to such Estimated Amount must
file a written objection with the Bankruptcy Court (and serve a copy on the
Trustee) not later than ten (10) days prior to the start of the Confirmation
Hearing; failure to timely object to the Estimated Amount of the Claim shall
result in the Claimant being deemed to have accepted the Estimated Claim Amount
set forth on Exhibit "D" as the Allowed Amount. If such an objection to the
Estimated Amount of the Claim is timely filed by a Class 5 Claimant, then the
Trustee may object to the Claimant's entire Claim on any basis and the
Bankruptcy Court shall subsequently determine, in a contested matter, the
allowable amount, if any, of the Claimant's Class 5 Claim; if such objecting
Claimant obtains in the contested matter or a settlement thereof an Allowed
Claim, then such Allowed Claim will be paid in full by the issuance and
distribution to the Claimant of shares of Plan Common Stock (subject to the
Reverse Stock Split) which are valued as set forth in this Plan.
(f) Class 6 - Post-petition Selling Debenture Claims. All Allowed
Post-petition Selling Debenture Claims shall be paid by the issuance and
distribution to holders of such Claims shares of Plan Common Stock having an
aggregate value determined as set forth in this Plan equal to the full amount of
the Allowed Post-petition Selling Debenture Claims (such limited amount being
defined below), subject to the Reverse Stock Split. Claimants' undisputed Claims
in this Class
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Chapter 11 Plan for Bonneville Pacific Corporation Page 23
Dated as of April 22, 1998
<PAGE>
6 shall be Allowed (regardless of the amount of the Claim actually filed by the
Claimants) only in the amount specified herein (see Column 2 of Exhibit "E"
attached hereto). Specifically, the limited amount of the Allowed Claim in Class
6 shall only be in the amount of seventy percent (70%) of the a) price paid by
the Claimant to purchase the Debenture (such price shall not include any
additional amount paid by the Claimant related to interest which had accrued on
the Debenture which was added to the net amount of the purchase price when the
Debenture was purchased except that any additional amount paid by the Claimant
related to interest which had accrued on the Debenture on or after August 16,
1991 but prior to December 5, 1991 shall be added to the price paid by the
Claimant to purchase the Debenture) less b) the amount received by the Claimant
when the Debenture was sold (for purposes of determining the amount received by
the Claimant any additional amount received by the Claimant for interest which
had accrued on the Debenture shall be included in calculating the amount
received). Reasonable commissions or other miscellaneous charges, if any and
only to the extent such were readily determinable from the filed Proofs of Claim
or the supporting documentation attached thereto, shall be included when
determining the amounts paid and received by the Claimants in this Class. The
Allowed Amount of the undisputed Claims in this Class 6 set forth in Column 2 of
Exhibit "E" constitute Estimated Amounts pursuant to, inter alia, 11 U.S.C. ss.
502(c) of a contingent or unliquidated Claim. Any Claimant in this Class 6 who
objects to such Estimated Amount must file a written objection with the
Bankruptcy Court (and serve a copy on the Trustee) not later than ten (10) days
prior to the start of the Confirmation Hearing; failure to timely object to the
Estimated Amount of the Claim shall result in the Claimant being deemed to
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Chapter 11 Plan for Bonneville Pacific Corporation Page 24
Dated as of April 22, 1998
<PAGE>
have accepted the Estimated Amount set forth in Column 2 of Exhibit "E" as the
Allowed Amount. If such an objection to the Estimated Amount is timely filed by
a Class 6 Claimant, then the Trustee may object to the Claimant's entire Claim
on any basis and the Bankruptcy Court shall subsequently determine in a
contested matter the allowable amount, if any, of the Claimant's Class 6 Claim;
if such objecting Claimant obtains in the contested matter or a settlement
thereof an Allowed Claim, then such Allowed Claim will be paid in full by the
issuance and distribution to the Claimant of shares of Plan Common Stock
(subject to the Reverse Stock Split) which are valued as set forth in this Plan.
(g) Class 7 - Limited Partner Claims. All Allowed Limited Partner
Claims shall be paid by the issuance and distribution to holders of such Claims
shares of Plan Common Stock having an aggregate value determined as set forth in
this Plan equal to the full amount of the Allowed Limited Partner Claims (such
limited amount being determined as set forth below), subject to the Reverse
Stock Split. Claimants' Claims in this Class 7 shall be Allowed (regardless of
the amount of the Claim actually filed by the Claimants) only in the amount
specified herein (see Column 2 of Exhibit "F" attached hereto). Specifically,
the limited amount of the Allowed Claim in Class 7 shall be in the amount of
twenty-five percent (25%) of the original purchase price paid by the Claimant to
acquire the Claimant's interest in the limited partnership. Commissions and
other miscellaneous charges, if any, shall not be included in the purchase price
when calculating the Allowed Claim for Claimants in this Class. The Allowed
Amount of the Claims in this Class 7 set forth in Column 2 of Exhibit "F"
constitute Estimated Amounts pursuant to, inter alia, 11 U.S.C.
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Chapter 11 Plan for Bonneville Pacific Corporation Page 25
Dated as of April 22, 1998
<PAGE>
ss. 502(c) of a contingent or unliquidated Claim. Any Claimant in this Class 7
who objects to such Estimated Amount must file a written objection with the
Bankruptcy Court (and serve a copy on the Trustee) not later than ten (10) days
prior to the start of the Confirmation Hearing; failure to timely object to the
Estimated Amount of the Claim shall result in the Claimant being deemed to have
accepted the Estimated Amount set forth in Column 2 of Exhibit "F" as the
Allowed Amount. If such an objection to the Estimated Amount is timely filed by
a Class 7 Claimant, then the Trustee may object to the Claimant's entire Claim
on any basis and the Bankruptcy Court shall subsequently determine in a
contested matter the allowable amount, if any, of the Claimant's Class 7 Claim;
if such objecting Claimant obtains in the contested matter or a settlement
thereof an Allowed Claim, then such Allowed Claim will be paid as an Allowed
Class 9 ss. 510(b) Equity Claim.
(h) Class 8 - Deeply Subordinated Claims. As set forth on Exhibit
"G" attached hereto, the Deeply Subordinated Claims total $8,945,000.00. Such
Deeply Subordinated Claims shall be paid by the issuance and distribution to
holders of such Claims shares of Plan Common Stock having an aggregate value
determined as set forth in this Plan equal to ten percent (10%) of each
Claimant's Deeply Subordinated Claim, subject to the Reverse Stock Split.
(i) Class 9 - ss. 510(b) Equity Claims. Claimants' Claims in this
Class 9 shall be Allowed (regardless of the amount of the Claim actually filed
by the Claimants) only in the amount which is listed as undisputed on Exhibit
"H" and in Column 3 of Exhibit "I" both of which are attached hereto and
incorporated herein. Specifically, the Allowed Amount of each such Claim in this
Class 9 shall be in the amount of a) the price paid by the Claimant to purchase
the Existing
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Chapter 11 Plan for Bonneville Pacific Corporation Page 26
Dated as of April 22, 1998
<PAGE>
Common Stock which is the subject of the Claim less b) the amount received by
the Claimant when such Existing Common Stock was sold. Reasonable commissions
(and other miscellaneous charges), if any and only to the extent such were
readily determinable from the filed Proofs of Claim or the supporting
documentation attached thereto, will be a) added to the purchase price of the
subject Existing Common Stock when calculating the price paid by the Claimant to
purchase the Existing Common Stock, and b) subtracted from the sales price
received by the Claimant when the Existing Common Stock was sold. For purposes
of calculating the above "amount received by the Claimant when such Existing
Common Stock was sold", if the Claimant was the owner of such shares of Existing
Common Stock at the time of the filing of its Proof of Claim then the "amount
received" for purposes of determining the Allowed Amount of the Claimant's Class
9 Claim shall be either a) the sales price (after deducting for reasonable
commissions and other sale costs if such were readily determinable from the
sales documentation provided to the Trustee) at which the Claimant sold the
subject Existing Common Stock (provided the Claimant has given the Trustee
written evidence of such sales price before the filing of this Plan) or b) if
the Claimant has not so provided the Trustee with written evidence of the sales
price (or has not sold the subject stock), then at the per share value of the
Plan Common Stock as valued pursuant to this Plan. Exhibit "I" reflects the
Allowed (unless listed as disputed) ss. 510(b) Equity Claims in Class 9 where
the Claimant has not provided the Trustee with written evidence of the sales
price of the Existing Common Stock and Exhibit "H" reflects the Allowed (unless
listed as disputed) ss. 510(b) Equity Claims in Class 9 where the Claimant has
provided the Trustee with such written evidence of the sales price of the
Existing
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Chapter 11 Plan for Bonneville Pacific Corporation Page 27
Dated as of April 22, 1998
<PAGE>
Common Stock. All of the Allowed ss. 510(b) Equity Claims (with an adequate
Reserve for Disputed Claims) will be combined with the Class 10 Cigna Claim and
such combined Classes (9 and 10) will be issued 11,686,723 shares of Plan Common
Stock to be Pro Rata divided among such Claimants in Classes 9 and 10, subject
to the Reverse Stock Split. The undisputed Allowed Amount of the Claims in this
Class 9 set forth on Exhibit "H" and in Column 3 of Exhibit "I" constitute
Estimated Amounts pursuant to, inter alia, 11 U.S.C. ss. 502(c) of a contingent
or unliquidated Claim. Any Claimant in this Class 9 who objects to such
Estimated Amount must file a written objection with the Bankruptcy Court (and
serve a copy on the Trustee) not later than ten (10) days prior to the start of
the Confirmation Hearing; failure to timely object to the Estimated Amount of
the Claim shall result in the Claimant being deemed to have accepted the
Estimated Amount set forth on Exhibit "H" and in Column 3 of Exhibit "I" as the
Allowed Amount. If such an objection to the Estimated Amount is timely filed by
a Class 9 Claimant, then the Trustee may object to the Claimant's entire Claim
on any basis and the Bankruptcy Court shall subsequently determine in a
contested matter the allowable amount, if any, of the Claimant's Class 9 Claim;
if such objecting Claimant obtains in the contested matter or a settlement
thereof an Allowed Claim, then the Claimant will be paid by distributions
(issuance of Plan Common Stock as valued pursuant to this Plan, subject to the
Reverse Stock Split) as set forth in this Article 4.2(i) of this Plan.
(j) Class 10 - Cigna Claim. The Allowed Cigna Claim will be treated
as an Allowed ss. 510(b) Equity Claim in the amount of eleven million dollars
($11,000,000.00). Said Class 10 Cigna Claim shall be combined with the Class 9
Allowed ss. 510(b) Equity Claims (also
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Chapter 11 Plan for Bonneville Pacific Corporation Page 28
Dated as of April 22, 1998
<PAGE>
taking into account any Disputed Claim Reserve for Class 9 Claimants) and such
combined Classes (9 and 10) will receive issued Plan Common Stock (as valued
pursuant to this Plan, subject to the Reverse Stock Split) in accordance with
the division formula set forth in Article 4.2(i) of this Plan.
(k) Class 11 - Equity Interests. The holders of the Existing Common
Stock on the Effective Date, other than Existing Common Stock held by the
Trustee or the shares held by the Debtor or the Estate as treasury stock, shall
retain such Existing Common Stock. As set forth in this Plan, the
Interestholders' legal, equitable and contractual rights to which such Interest
in the Reorganized Debtor entitles the holder of such Interest in the
Reorganized Debtor shall be unaltered. The Interestholders shall retain the
11,686,723 shares of Existing Common Stock, subject to the Reverse Stock Split.
The Existing Common Stock held by the Trustee or the Existing Common Stock held
by the Estate or the Debtor as treasury stock shall, upon the Effective Date, be
delivered to the Reorganized Debtor and canceled; i.e., the Reorganized Debtor
shall hold such canceled stock as authorized, but not issued, common stock of
the Reorganized Debtor.
4.3 Post-petition Interest, Fees, Costs or Other Charges. Post-petition
interest shall be paid in Cash to holders of Allowed Claims in Classes 1, 2, 3
and 4 but only as expressly provided in paragraphs (a), (b) and (c) below.
Except for Classes 1, 2, 3 and 4 as set forth in this Article 4.3, no other
Classes, Claimants or Interestholders shall be paid post-petition interest.
(a) Post-petition Interest to Other Priority Claims (Class 1) and
Trade and Other Claims (Class 3). Simple interest without compounding on
Allowed Class 1 Claims and Allowed
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Chapter 11 Plan for Bonneville Pacific Corporation Page 29
Dated as of April 22, 1998
<PAGE>
Class 3 Claims at the rate of five and one-half percent (5 1/2%) per annum from
the Petition Date to the Distribution Date.
(b) Post-petition Interest to Bank Debt (Class 2). Simple interest
without compounding on Allowed Bank Debt Claims (Class 2) i) at the rate of
8.03% per annum from the later of the Petition Date, or such date as the
Claimant actually advanced money to or for the benefit of the Debtor or the
Estate (as set forth on Exhibit "B"), to December 5, 1997, and ii) at the rate
of 8.10% per annum from December 6, 1997 until the Distribution Date.
(c) Post-petition Interest to Debenture Claims (Class 4). Simple
interest without compounding payable to the Indenture Trustee for distribution
for the benefit of the Class 4 Claimants in accord with Articles 4.2(d) and 5.2
of this Plan on the $64,750,168.95 Allowed Debenture Claim at the rate of 7.32%
per annum from the Petition Date to the Distribution Date.
(d) No Post-petition Fees, Costs, Charges or Substantial
Contribution Claims. Except as otherwise expressly provided in this Plan, no
Class, Claimant or Interestholder will receive any payment on or be allowed any
Claim or Interest of any kind whatsoever for any post-petition costs, late fees,
penalties, default fees, attorneys' or other professional fees, or other charges
of any kind whatsoever. No Class, Claimant or Interestholder may seek or request
the allowance or payment of or have any Allowed Claim for any "substantial
contribution" or similar Claim under ss.ss. 503(b)(3) or (4) of the Bankruptcy
Code.
4.4 Discretionary Notes and Halcyon Payment. Claimants Halcyon and CoMac
Partners L.P. (or affiliates of CoMac Partners L.P., collectively "CoMac")
possess large Allowed Claims in
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Chapter 11 Plan for Bonneville Pacific Corporation Page 30
Dated as of April 22, 1998
<PAGE>
several Classes, including but not limited to Allowed Claims in Class 4. In lieu
of a portion of the Cash distributions to which said Claimants are entitled as
set forth in Article 4.2(d) of this Plan, said Claimants have agreed to, as
permitted by ss. 1123(a)(4) of the Bankruptcy Code, and shall accept promissory
notes, in the form set forth on Exhibit "J" which is attached hereto and
incorporated herein, in equal amounts totaling an amount up to $3.25 million (up
to $1,612,500.00 each). It shall be in the Trustee's sole and absolute
discretion to determine, at the Distribution Date, whether to pay said
Claimants' Class 4 Claims wholly in Cash or to pay said Claimants' Class 4
Claims partly in Cash and partly with the Discretionary Notes (which notes shall
collectively total not less than $500,000.00 and not more than $3,250,000.00).
If the Trustee does elect to pay said Claimants' Class 4 Claims in part with the
Discretionary Notes, then i) Halcyon will receive one of the Discretionary Notes
and the Cash to which Halcyon would have otherwise been entitled pursuant to
Article 4.2(d) of this Plan will be proportionately reduced and ii) CoMac will
receive one of the Discretionary Notes and the Cash to which CoMac would have
otherwise been entitled pursuant to Article 4.2(d) of this Plan will be
proportionately reduced. The Discretionary Notes, if issued, will be delivered
by the Trustee to the Indenture Trustee and the Indenture Trustee will then
deliver the Discretionary Notes to Halcyon and CoMac in partial satisfaction of
the Cash payment to which Halcyon and CoMac would have otherwise been entitled
pursuant to Article 4.2(d) of this Plan. The Discretionary Notes will bear
simple interest at the rate of ten percent (10%) per annum from the Distribution
Date until they are paid in full. The Discretionary Notes, with all accrued
interest thereon, will be payable in full in one lump sum one (1) year after the
Distribution Date. The Discretionary Notes may be prepaid, in whole or in part,
at any time without penalty, with any payments first being applied to accrued
interest and the balance to the reduction of principal. All
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Dated as of April 22, 1998
<PAGE>
payments on the Discretionary Notes shall be made by the Reorganized Debtor
directly to the holders of the Discretionary Notes. Until the Discretionary
Notes are paid in full, the Reorganized Debtor may not incur debt other than
trade debt in the ordinary course of business; this limitation applies only to
the Reorganized Debtor and does not apply to any of the Reorganized Debtor's
Subsidiaries. In addition to all other distributions to which Halcyon is
entitled pursuant to this Plan, at the Distribution Date the Trustee shall pay
to Halcyon the sum of four hundred thousand dollars ($400,000.00) in Cash as a
settlement of Halcyon's Claim, pursuant to its loan documents, for post-petition
attorneys' fees. No other Claim by any Claimant or Interestholder for
post-petition attorneys' fees shall be Allowed in respect of Classes 1 through
11.
ARTICLE V
IMPLEMENTATION OF PLAN
5.1 The Reorganized Debtor.
(a) Management of Reorganized Debtor. The Reorganized Debtor will
have a seven (7) member board of directors. One director may be the Trustee. One
director shall be Steven H. Stepanek, the current President of Bonneville Fuels
Corporation. One director shall be selected by Wellhead Electric Company. All
other directors will be selected by the Trustee at his sole and exclusive
discretion. All officers of the Reorganized Debtor will remain the same as the
Debtor until the first meeting of the board of directors of the Reorganized
Debtor at which time the board will elect the officers of the Reorganized
Debtor; the board shall also set the terms and conditions of employment for the
Reorganized Debtor's officers and other employees. This Plan shall not alter or
affect the rights of the holders of the common stock of the Reorganized Debtor
to elect or remove
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Chapter 11 Plan for Bonneville Pacific Corporation Page 32
Dated as of April 22, 1998
<PAGE>
directors, as set forth in Bonneville's by-laws.
(b) The Reorganized Debtor Corporate Documents. To the extent that
amendments to the Debtor's articles of incorporation and/or by-laws are i)
required by law, ii) provided for in this Plan, or iii) deemed appropriate by
the Trustee in order to implement this Plan, such amendments will be effectuated
by no later than the Effective Date in accordance with the Reorganized Debtor's
Corporate Documents and Delaware corporate law. The Reorganized Debtor Corporate
Documents shall, among other matters, provide 1) that the Reorganized Debtor
shall be prohibited pursuant to ss. 1123(a)(6) of the Bankruptcy Code from
issuing non-voting equity securities and 2) for the satisfaction of the other
terms and provisions of this Plan which are required to be reflected therein.
5.2 Provisions Concerning Plan Distributions.
(a) Disbursing Agents. The Trustee, or such Disbursing Agent (or
Agents) as the Trustee, in his sole discretion, employs, shall make all
distributions and deliveries required under this Plan. For purposes of
distributions to Class 4 Claimants (including payment of post-petition interest
as specified in Article 4.3(c) of this Plan to Class 4 Claimants), such
distributions shall be made by the Trustee to the Indenture Trustee and remitted
by the Indenture Trustee to the Class 4 Claimants in accordance with their
interests as provided in Articles 4.2(d) and 4.4 of this Plan.
(b) Surrender of Debentures or Instruments. As a condition to the
receipt of any distribution under this Plan by any Claimant holding an Allowed
Claim against the Debtor or the Estate, such Claimant shall be required to
surrender to the Trustee or the Disbursing Agent, as the
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Dated as of April 22, 1998
<PAGE>
case may be, the Debenture or other instruments (e.g., promissory notes or other
negotiable instruments), if any, evidencing the indebtedness or Debenture giving
rise to such Claimant's Allowed Claim, and the Trustee or the Disbursing Agent
shall mark the Debenture or instrument so surrendered as "canceled" or "paid in
full". In the event of any lost or destroyed Debenture or instruments, the
putative holder thereof shall be required to deliver to the Trustee or the
Disbursing Agent an affidavit of loss or destruction, as well as an agreement to
indemnify the Estate, the Debtor, the Trustee, the Reorganized Debtor and the
Disbursing Agent, such agreement to be in a form and substance reasonably
acceptable to the Trustee, the Reorganized Debtor, and the Disbursing Agent, and
to include, if requested by the Trustee or the Disbursing Agent, an appropriate
bond or other surety. Notwithstanding the foregoing, the Trustee shall make
distributions to the Indenture Trustee without receiving the instruments
evidencing the Debentures; provided, however, that the Indenture Trustee shall
not remit any part of the fund so distributed to any Class 4 Claimant unless
such Claimant surrenders the instruments evidencing the Debentures giving rise
to such Claimant's Allowed Class 4 Claim or provides such affidavit of loss,
indemnity agreement and bonds or other surety as required by the Trustee or the
Indenture Trustee.
(c) Unsurrendered Debentures or Other Instruments. Two (2) years
after the Effective Date, any Claimant holding an Allowed Claim against the
Debtor or the Estate who has not surrendered the Debenture or other instruments
evidencing such Claimant's Claim, as set forth in Article 5.2(b) of this Plan,
will forfeit such Claimant's right to receive any distribution under this Plan
in respect of such Debenture or other instrument, and any and all Claims
possessed by the
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Chapter 11 Plan for Bonneville Pacific Corporation Page 34
Dated as of April 22, 1998
<PAGE>
Claimant against the Trustee, the Debtor, the Estate, the Reorganized Debtor or
the Disbursing Agent in respect of such Debenture or other instrument which were
not earlier discharged shall be discharged and forever barred. Upon the
expiration of two (2) years after the Effective Date, the Indenture Trustee
shall deliver to the Reorganized Debtor (or its successor-in-interest, if any)
all Cash not claimed by a Claimant possessing an Allowed Debenture Claim with
all interest earned thereon by the Indenture Trustee, and such Debenture
Claimant will forfeit its right to receive any distribution under this Plan and
any and all claims under this Plan or otherwise possessed by such Debenture
Claimant against the Trustee, the Debtor, the Estate, the Reorganized Debtor or
the Indenture Trustee which were not earlier discharged shall be discharged and
forever barred.
(d) Whole Shares of Plan Common Stock. The Plan Common Stock shall
be distributed only in whole share numbers which when divided by four equal
integers. No fractional shares and no whole shares which when divided by four
does not equal an integer shall be distributed to the Claimants holding Allowed
Claims. Each time a distribution of the Plan Common Stock is to be made under
this Plan to a Claimant holding an Allowed Claim and such distribution would
include a fractional share or would include whole shares which when divided by
four would not equal an integer, then the distribution of such Plan Common
Shares shall be rounded, either upwards or downwards (as the case may be), to
the nearest whole share amount which when divided by four would equal an
integer. For example, if a Claimant were entitled pursuant to this Plan to
receive between 100.01 shares and 101.99 shares of Plan Common Stock, then the
distribution would be rounded down and such Claimant would receive 100 shares of
Plan Common Stock; if a Claimant
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Dated as of April 22, 1998
<PAGE>
were entitled pursuant to this Plan to receive between 102.00 and 103.99 shares
of Plan Common Stock, then the distribution would be rounded up and such
Claimant would receive 104 shares of Plan Common Stock. Notwithstanding anything
to the contrary contained in this Article 5.2(d), the Trustee may, at his sole
election, settle any such fractional share or shares not yielding an integer
when divided by four in Cash (calculated at the per-share value of the Plan
Common Stock as established by the Bankruptcy Court at the Confirmation
Hearing). Also see Article 5.2(e) of this Plan.
(e) Cash in Lieu of Small Stock Distribution. At the sole and
exclusive election of the Trustee, the Trustee may distribute to any Claimant in
Classes 5 through 9, inclusive, who otherwise would be entitled under this Plan
to receive four hundred (400) or fewer shares of Plan Common Stock before the
Reverse Stock Split, Cash in lieu of such shares. The amount of Cash to be paid
to any such Claimant pursuant to this Article 5.2(e) is the per share value of
the Plan Common Stock (before the Reverse Stock Split) as established by the
Bankruptcy Court at the Confirmation Hearing.
5.3 Transactions on Business Days. If the Effective Date, or any other
date on which a transaction may occur under this Plan, shall occur on a day that
is not a Business Day, the transactions contemplated by this Plan to occur on
such day shall occur instead on the next succeeding Business Day.
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Chapter 11 Plan for Bonneville Pacific Corporation Page 36
Dated as of April 22, 1998
<PAGE>
5.4 Disputed Claims.
(a) Objection Deadline. Except as otherwise provided in this Plan,
as soon as practicable, but in no event later than six (6) months after the
latter of 1) the Effective Date, or 2) the date a Proof of Claim is filed,
unless otherwise ordered by the Bankruptcy Court, objections to Claims shall be
filed with the Bankruptcy Court and served only upon the Claimants holding such
Claims to which objections are made and served upon the Trustee and the United
States Trustee. Once a Final Confirmation Order is effective, no objection may
be filed or prosecuted relating to a Claim which is Allowed as set forth in this
Plan, including but not limited to those Allowed Claims specified on Exhibits
"A" through "I", inclusive.
(b) No Interest. Holders of Disputed Claims that become, in whole or
in part, Allowed Claims and holders of Allowed Claims described in the last
sentence of Article 11.3 of this Plan shall not receive interest (i.e., interest
accruing after the Distribution Date) on the Disputed or subsequently Allowed
Claim or on funds reserved for such Claims unless otherwise ordered by the
Bankruptcy Court. Any interest which is paid or accrued after the Distribution
Date relating to any Disputed Claim (or a reserve for a Disputed Claim) or an
Allowed Claim described in the last sentence of Article 11.3 will be paid to or
accrued for the benefit of the Reorganized Debtor unless otherwise ordered by
the Bankruptcy Court or required by law in which case only the interest actually
earned shall be paid to the Claimant whose Claim was Disputed. After the
Distribution Date, no interest shall accrue on any Claim, regardless of any
interest which may have been actually
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Chapter 11 Plan for Bonneville Pacific Corporation Page 37
Dated as of April 22, 1998
<PAGE>
paid to (or accrued for the benefit of) the Reorganized Debtor on any funds
which will be used to pay such Claim.
(c) Prosecution of Objections and Compromises of Claims. After the
start of the Confirmation Hearing, only the Trustee shall have authority to file
objections, litigate to judgment, settle, or withdraw objections to Disputed
Claims unless the Trustee, in his sole and absolute discretion, authorizes, in
writing, other parties-in-interest to do so. After the Effective Date, the
Trustee, or the Reorganized Debtor (but only with a unanimous resolution by its
board of directors), may compromise or settle any Disputed Claim in which less
than $100,000.00 in Cash or Plan Common Stock (as valued in this Plan, subject
to the Reverse Stock Split), would be paid or distributed to settle the dispute
without notice to other parties-in-interest and without approval of the
Bankruptcy Court. If the amount to be paid or distributed to settle the dispute
is equal to or greater than $100,000.00, then such settlement or compromise
shall require Bankruptcy Court approval upon ten (10) days notice by mail with
notice to only those parties-in-interest which have filed after the Confirmation
Hearing a notice with the Bankruptcy Court (and served a copy on both the
Trustee and his general counsel) specifically requesting notification of such
post-Effective Date settlements and to the United States Trustee.
(d) Establishment of Disputed Claims Reserve. Notwithstanding any
other provision of this Plan, no assets or property shall be distributed under
this Plan on account of any Disputed Claim. For all Disputed Claims the Trustee
shall establish and hold, in trust, reserves (each such reserve being herein
called a "Disputed Claims Reserve") with respect to each Class of Claims
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Chapter 11 Plan for Bonneville Pacific Corporation Page 38
Dated as of April 22, 1998
<PAGE>
(and Administrative Claims) in which there exists a Disputed Claim and place in
each Disputed Claims Reserve the assets and property (including Cash or issued
Plan Common Stock, as the case may be) to be distributed on account of such
Disputed Claims pursuant to Article IV hereof, to the extent such Disputed
Claims become Allowed.
(e) Determination of Disputed Claims Reserve. The Trustee shall
determine for each Class of Claims (and Administrative Claims) the amount of the
respective Class allocation, and other assets and property (including Cash or
issued Plan Common Stock, as the case may be) sufficient to fund each Disputed
Claims Reserve established with respect to any Class of Claims. No reserves
shall be created for any Late Claims and no Late Claims shall be Allowed for any
reason. Upon request of the Trustee, the Bankruptcy Court may estimate and
determine by an Estimation Order the Estimated Amount of Claims in each Class
(and Administrative Claims) for which a Disputed Claims Reserve has been
established and the Trustee shall then include within the applicable Disputed
Claim Reserve the Amount (in the form of Cash or issued Plan Common Stock, as
the case may be) so Estimated by the Bankruptcy Court. If the Trustee elects not
to request such an Estimation Order from the Bankruptcy Court with respect to
any Disputed Claim, then the Trustee will include within the applicable Disputed
Claims Reserve, the amount the holder of such Disputed Claim would be entitled
to receive under this Plan if such Claim were Allowed in the full amount
asserted by such holder. Any Claimant holding a Disputed Claim Estimated by the
Bankruptcy Court will have recourse only to undistributed assets and property in
the Disputed Claims Reserve for the Class in which such Disputed Claim has been
placed and such Claimant will have no recourse
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Chapter 11 Plan for Bonneville Pacific Corporation Page 39
Dated as of April 22, 1998
<PAGE>
of any kind to the Trustee, the Debtor, or the Reorganized Debtor should the
Allowed Claim of such Claimant, as finally determined by a Final Order, exceed
such Estimated Amount. Any hearing on any motion by the Trustee for an
Estimation Order may be held on ten (10) days notice by mail only to the
Claimant which is the subject of the Estimation Order, the United States
Trustee, and those Claimants, Interestholders or other parties-in-interest who
have filed after the Confirmation Hearing a notice with the Bankruptcy Court
(and served a copy on both the Trustee and his general counsel) specifically
requesting notice of any hearing on a motion by the Trustee for an Estimation
Order.
(f) Distribution of Disputed Claims Reserve. The assets and property
held in each Disputed Claims Reserve will be distributed in accordance with
Article 1.34 of this Plan by the Trustee to Claimants holding Disputed Claims as
such Claims become Allowed by Final Order or as such Claims are settled by the
Trustee; provided, however, that in accord with Article 5.4(b) of this Plan no
Disputed Claim which later becomes an Allowed Claim will receive interest
accruing after the Distribution Date; further, no holder of a Disputed Claim
which becomes an Allowed Claim will receive any proceeds of redemption or
regular or special dividends on the Plan Common Stock which had been reserved
for such Claimant in the Disputed Claim Reserve.
(g) Unused Disputed Claims Reserve. Unused portions of any Disputed
Claims Reserve (with all interest paid or accrued thereon or any other proceeds)
for Classes 1 through 7 shall be distributed to the Reorganized Debtor (or its
successor-in-interest); to the extent any such Disputed Claim Reserve for
Classes 1 through 7 consists of issued Plan Common Stock, any unused or
undistributed issued Plan Common Stock shall be returned to the Reorganized
Debtor and held
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Chapter 11 Plan for Bonneville Pacific Corporation Page 40
Dated as of April 22, 1998
<PAGE>
as treasury stock. For Class 9, if the total unused or undistributed shares of
issued Plan Common Stock (before the Reverse Stock Split) is less than 200,000
shares, then any unused or undistributed issued Plan Common Stock shall be
returned to the Reorganized Debtor who will hold such returned Plan Common Stock
as authorized but unissued common stock of the Reorganized Debtor; if the unused
or undistributed shares of issued Plan Common Stock (before the Reverse Stock
Split) exceeds 200,000 shares, then the Trustee shall distribute, subject to the
provisions of Article 5.2(d) and 5.2(e) of this Plan, such unused or
undistributed shares of issued Plan Common Stock on a Pro Rata basis to the
Allowed Class 9 and 10 Claimants who had previously received distributions of
Plan Common Stock pursuant to this Plan.
5.5 Withholding of Taxes and Tax Reporting Requirements. The Trustee, the
Indenture Trustee, the Debtor and the Reorganized Debtor shall, but only to the
extent expressly required by applicable law, withhold federal, state, local or
foreign taxes from any distributions made pursuant to this Plan. Each Claimant
and Interestholder shall be solely responsible for paying all applicable taxes
attributable to the distributions received by the Claimant or the Existing
Common Stock retained by the Interestholder pursuant to this Plan. Upon request
from the Trustee, the Indenture Trustee, the Debtor or the Reorganized Debtor,
the Claimant or Interestholder shall promptly provide all data required to
compute any withholding amounts or to permit proper reporting to the respective
taxing authorities. Failure to timely provide all data requested shall also
entitle the Trustee, the Indenture Trustee, the Debtor or the Reorganized Debtor
to withhold for tax purposes amounts as may be authorized by law from
distributions to such Claimants without further notice or order.
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Chapter 11 Plan for Bonneville Pacific Corporation Page 41
Dated as of April 22, 1998
<PAGE>
5.6 Stock Held by the Trustee or the Debtor. Each share of Existing Common
Stock held in treasury by the Debtor or the Estate and each share of Existing
Common Stock held by the Trustee immediately before the Effective Date shall be
delivered to the Reorganized Debtor and canceled; i.e., the Reorganized Debtor
shall hold such canceled stock as authorized, but not issued, common stock of
the Reorganized Debtor.
5.7 Cancellation of Debentures. Notwithstanding the cancellation of the
Debentures on the Effective Date, the rights of holders of Allowed Debenture
Claims to receive distributions on account of such Claims pursuant to this Plan
shall not be impaired except as otherwise expressly provided in this Plan. The
Debentures shall not be canceled other than pursuant to the provisions of this
Plan and, until such cancellation, the writing evidencing a Debenture shall be
evidence of the entitlement of the holder of a Claim in respect thereof (Class
4) to receive distributions (through the Indenture Trustee) pursuant to this
Plan. The cancellation of the Debentures pursuant to the Plan shall not affect
the rights, duties and obligations of the Indenture Trustee under the Indenture
except as otherwise expressly provided in this Plan.
5.8 Section 345 Compliance. While the provisions of ss. 345(a) of the
Bankruptcy Code will remain applicable to the Debtor, the Reorganized Debtor and
the Trustee, upon entry of the Confirmation Order, neither the Debtor, the
Reorganized Debtor, nor the Trustee shall be required to comply with the
provisions of ss. 345(b) of the Bankruptcy Code. The United States Trustee will
no longer be required to be a joint signatory on any account maintained by the
Trustee. Except as may be otherwise determined by the Trustee in his sole and
absolute discretion, the Trustee shall
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Chapter 11 Plan for Bonneville Pacific Corporation Page 42
Dated as of April 22, 1998
<PAGE>
remain in control of all Cash of the Estate until all distributions (including
funding of Disputed Claim Reserves) as required by this Plan have been made.
5.9 Unclaimed Property. Any Plan Common Stock, Cash, or other assets and
property to be distributed at any time under this Plan (including any
distributions held by the Indenture Trustee) which remain unclaimed or otherwise
not deliverable to the Person entitled thereto before the later of a) two (2)
years after the Effective Date or b) sixty (60) calendar days after an Order
allowing such Person's Claim has become a Final Order, shall become vested in,
and shall be transferred and delivered to, the Reorganized Debtor (or its
successor-in-interest, if any), with such unclaimed Plan Common Stock to be held
by the Reorganized Debtor as treasury stock. In such event, such Person's Claim
shall no longer be deemed to be "Allowed" and such Person shall be deemed to
have no further Claim in respect of such distribution and shall not participate
in any further distributions under this Plan, and such Person shall have no
claims of any kind against the Trustee, the Estate, the Debtor, the Reorganized
Debtor, the Disbursing Agent or the Indenture Trustee and such claim shall be
discharged and forever barred. In such event, if the Indenture Trustee is in
possession of any Cash which has not been claimed by a Claimant possessing an
Allowed Debenture Claim, then the Indenture Trustee shall then deliver to the
Reorganized Debtor (or its successor-in-interest, if any) any such Cash (with
all accrued interest thereon) still held by the Indenture Trustee.
5.10 Exoneration and Release. Provided that the Debtor, current
management, the Reorganized Debtor, the Trustee, or the Trustee's Professionals
are not found by Final Order to have
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Chapter 11 Plan for Bonneville Pacific Corporation Page 43
Dated as of April 22, 1998
<PAGE>
intentionally and materially harmed the Estate by willful misconduct resulting
in personal gain other than Allowed fees for services rendered, they and each of
them shall not be liable to any Claimant, Interestholder or other party with
respect to any action, forbearance from action, decision, or exercise of
discretion taken at any time on or after the Petition Date in connection with:
a) the administration or operation of the Debtor, the Debtor's Subsidiaries, or
the Estate; b) the implementation of any of the transactions provided for, or
contemplated in, this Plan or the Plan Documents; or c) the negotiation,
drafting and implementation of the Plan and all Plan Documents, and the
administration of this Plan or the assets and property (including any Cash to be
distributed pursuant to this Plan and the Plan Documents). The Debtor, current
management, the Reorganized Debtor, the Trustee, and the Trustee's Professionals
may rely upon the opinions of counsel, certified public accountants, and other
experts or professionals employed by the Debtor, the Reorganized Debtor, or the
Trustee, and such reliance shall conclusively establish they each did not
willfully, intentionally and materially harm the Estate for personal gain. All
actions, suits or proceedings by any Claimant, Interestholder or other party in
interest contesting any action by, or non-action of, the Debtor, current
management, the Reorganized Debtor, the Trustee, or the Trustee's Professionals
shall be brought solely in the Bankruptcy Court and the Estate and the
Reorganized Debtor shall pay for the defense of, and adverse judgments suffered
by, and settlements of, the Trustee and the Trustee's Professionals and current
management as invoices are furnished to them; provided, however, that all funds
advanced pursuant to this provision shall be returned by each defendant finally
determined by Final Order to have willfully, intentionally and materially harmed
the Estate for personal gain.
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Chapter 11 Plan for Bonneville Pacific Corporation Page 44
Dated as of April 22, 1998
<PAGE>
5.11 Form of Payments. Payment to be made by the Trustee or the Disbursing
Agent pursuant to this Plan shall be made by check drawn on a domestic bank or,
in the discretion of the Trustee or the Disbursing Agent, by wire transfer from
a domestic bank.
5.12 Further Authorizations. The Trustee and the Reorganized Debtor, if
and to the extent necessary, may seek such orders, judgments, injunctions, and
rulings that may be required to carry out further the intentions and purposes,
and give full effect to the provisions, of this Plan.
5.13 Plan Documents. On or before the tenth day before the first scheduled
Confirmation Hearing the Trustee shall file with the Bankruptcy Court unexecuted
copies of Plan Documents known to be necessary at that time, together with all
necessary exhibits or schedules thereto, as may be necessary or appropriate to
effectuate the terms and conditions of this Plan. Nothing herein shall preclude
the Trustee from entering into additional Plan Documents as necessary or
desirable, after confirmation of the Plan.
5.14 Transfer Taxes. The issuance, transfer or exchange of any of the Plan
Common Stock issued under, or the transfer of any other assets or property
pursuant to, this Plan or the Plan Documents, or the making or delivery of an
instrument of transfer under this Plan or the Plan Documents, shall not (and the
Confirmation Order may so order), be taxed under any law imposing a stamp tax,
transfer tax or other similar tax.
5.15 Recordable Order. The Confirmation Order may be declared to be in
recordable form, and shall be accepted by any recording officer for filing and
recording purposes without further or additional orders, certifications, or
other supporting documents.
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Chapter 11 Plan for Bonneville Pacific Corporation Page 45
Dated as of April 22, 1998
<PAGE>
5.16 Claim Amendment and Late Claims. No filed or scheduled Claim can be
amended upwards after the Bankruptcy Court's approval of the Disclosure
Statement without the written consent of the Trustee, and any such attempt to so
amend a Claim shall be null and void. No Late Claims or additional Claims of any
kind whatsoever may be filed after the commencement of the Confirmation Hearing,
and any such attempt to do so shall be null and void. No Late Claims shall be
Allowed for any reason unless such Late Claims are listed as Disputed on the
Exhibits attached hereto in which event such Late Claims shall be Allowed only
if so ordered by the Bankruptcy Court. No reserves shall be created or held for
unlisted Late Claims. This Plan shall not alter, amend or affect the
effectiveness of the Bankruptcy Court's previously entered "Order Establishing a
Supplementary Claims Bar Date" dated September 10, 1996 and entered on September
11, 1996.
5.17 Effectuating Documents; Further Transactions. The Trustee shall be
authorized to execute, deliver, file, or record such contracts, instruments,
releases and other agreements or documents and take such actions as may be
necessary or appropriate to effectuate and further evidence the terms and
conditions of this Plan, and shall be authorized to certify or attest to any of
the foregoing actions, without further notice, hearing or order.
5.18 Corporate Action. All matters provided for under this Plan and under
the Plan Documents involving the corporate structure of the Debtor or the
Reorganized Debtor or corporate action to be taken by, or required of the
Trustee, the Debtor, or the Reorganized Debtor (including all previous
post-petition actions taken by the Debtor or the Trustee) shall be deemed to
have occurred and be effective as provided herein, and shall be authorized and
approved in all respects
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Chapter 11 Plan for Bonneville Pacific Corporation Page 46
Dated as of April 22, 1998
<PAGE>
without any requirement for further action by the stockholders or directors
of the Debtor or the Reorganized Debtor.
5.19 Time Bar to Cash Payments. Checks issued by the Trustee, the
Reorganized Debtor or by a disbursing agent in respect of Allowed Claims shall
be null and void if not cashed within ninety (90) days of the date of issuance
thereof. Any amounts paid to a disbursing agent in respect of such a check shall
be promptly returned to the Trustee by such disbursing agent upon the written
request of the Trustee. Requests for reissuance of any check shall be made in
writing directly to the Trustee by the holder of the Allowed Claim with respect
to which such check originally was issued. Any claim in respect of such a voided
check shall be made on or before the later of a) two (2) years after the
Effective Date or b) ninety days after the date of issuance of such check. After
such date, all claims under the Plan in respect of void checks shall be
discharged and forever barred. After the Distribution Date, no interest shall
accrue on any Claim (including any Claim which is entitled pursuant to this Plan
to a Cash payment), regardless of any post-Distribution Date interest actually
earned by the Trustee or the Reorganized Debtor on any funds which will be used
to pay such Claim.
ARTICLE VI
EFFECTS OF PLAN CONFIRMATION
6.1 Debtor Actions. Except for those Debtor Actions which may be
compromised and settled pursuant to this Plan, the Debtor Actions shall be
preserved and retained by the Reorganized Debtor for enforcement subsequent to
the Confirmation of this Plan, and on the Effective Date, such actions shall be
assigned to and be vested in the Reorganized Debtor, as a "representative" of
the Estate, appointed by the Bankruptcy Court for such purposes within the
meaning of ss. 1123(b)(3)(B)
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Chapter 11 Plan for Bonneville Pacific Corporation Page 47
Dated as of April 22, 1998
<PAGE>
of the Bankruptcy Code. Such Debtor Actions shall be so vested free and clear of
all liens, security interests and other claims or causes of action.
6.2 Discharge and Release of Claims. Except as otherwise provided in this
Plan, the entry of the Confirmation Order, as of the Effective Date, will act as
a full and complete discharge of all Claims against the Debtor, the Estate, the
Reorganized Debtor, current management, the Trustee and his Professionals of any
nature whatsoever that arose, or has been asserted against, the Debtor or Estate
at any time before the entry of the Confirmation Order or that arises from any
pre- Confirmation conduct of the Debtor or the Estate whether or not the Claim
is known to or knowable by the Claimant or Interestholder. The discharge will
become effective as to each Claim, whether or not the Claim constituted an
Allowed Claim, whether or not the holder of the Claim voted to accept this Plan
and whether or not the Claim was classified or treated in this Plan. The
Confirmation Order shall be a judicial determination of discharge of all Claims
against or liabilities of the Debtor and the Estate, and all successors thereto.
In addition, the Confirmation Order will operate as a general adjudication with
prejudice, as of the Effective Date, of all pending legal proceedings against
the Debtor or the Estate and its assets and properties as well as any
proceedings not yet instituted against the Debtor or the Estate or its assets
and properties, except as otherwise provided in this Plan. Pursuant to ss. 524
of the Bankruptcy Code, the discharge herein provided shall operate as an
injunction against the prosecution of any Claim so discharged. This Plan shall
not alter, amend or affect the effectiveness of the Bankruptcy Court's
previously entered "Order Establishing a Supplementary Claims Bar Date" dated
September 10, 1996 and entered on September 11, 1996.
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Chapter 11 Plan for Bonneville Pacific Corporation Page 48
Dated as of April 22, 1998
<PAGE>
6.3 No Liability for Tax Claims. Except for the Allowed Priority Tax
Claims, no federal, state, local or foreign taxing entity or authority shall
have any Allowed Claim of any kind against the Debtor, the Estate, the Trustee
or the Reorganized Debtor for taxes, penalties or interest, if any, for any
filed or amended income tax return or franchise tax return which was filed by
Bonneville Pacific Corporation, the Debtor or the Estate (such returns having
been filed on a consolidated basis) any time on or before sixty (60) days prior
to the Effective Date. Section 505 of the Bankruptcy Code shall continue to be
applicable for tax matters relating to the Debtor or the Reorganized Debtor for
all tax periods during the Reorganization Case and during the consummation of
this Plan.
6.4 Revesting. Except as otherwise expressly provided in this Plan (e.g.,
Disputed Claim Reserves, Cash retained by the Trustee in order to make
distributions pursuant to this Plan, etc.), on the Effective Date, the
Reorganized Debtor will be vested with all of the assets and property of its
Estate, free and clear of all claims, liens, encumbrances, charges, and other
interests of Claimants or Interestholders, and may operate its business free of
any restrictions imposed by the Bankruptcy Code or by the Bankruptcy Court. Such
assets and property of the Estate include any and all rights of the Debtor or
the Trustee which were granted by various Persons in settlement agreements which
were approved by the Bankruptcy Court, such settlements having resolved
litigation (or threatened litigation) initiated by the Trustee on behalf of the
Estate, including but not limited to settlements
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Chapter 11 Plan for Bonneville Pacific Corporation Page 49
Dated as of April 22, 1998
<PAGE>
reached in that certain litigation entitled Segal v. Portland General, et al.,
United States District Court for the District of Utah, Case No. 92C-364J,
and severed cases related thereto.
6.5 Permanent Injunction. Except as otherwise expressly provided in this
Plan, all Persons who have held, hold or may hold Claims or Interests are
permanently enjoined on and after the Confirmation Date from: a) commencing or
continuing in any manner any action or other proceeding of any kind with respect
to any such Claim or Interest against the Debtor, the Estate, the Reorganized
Debtor, the Trustee, the Trustee's Professionals, Affiliates, Subsidiaries, or
any of their respective officers, directors, employees with respect to any such
Claim or Interest; b) the enforcement, attachment, collection or recovery by any
manner or means of any judgment, award, decree, or order against the Estate, the
Debtor, the Reorganized Debtor, the Trustee, the Trustee's Professionals,
Affiliates, Subsidiaries, or any of their respective officers, directors,
employees with respect to any such Claim or Interest; c) creating, perfecting or
enforcing any encumbrance of any kind against the Estate, the Debtor, the
Reorganized Debtor, the Trustee, the Trustee's Professionals, Affiliates,
Subsidiaries, or any of their respective officers, directors, employees or
against the property of the Debtor, the Estate, the Reorganized Debtor, the
Trustee, the Trustee's Professionals, Affiliates, Subsidiaries, or any of their
respective officers, directors, employees with respect to any such Claim or
Interest; d) asserting any setoff, right of subrogation, or recoupment of any
kind against any obligation due the Debtor, the Estate, the Reorganized Debtor,
the Trustee, the Trustee's Professionals, Affiliates, Subsidiaries, or any of
their respective officers, directors, employees or against the property of the
Debtor, the Estate, the Reorganized Debtor, the Trustee,
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Chapter 11 Plan for Bonneville Pacific Corporation Page 50
Dated as of April 22, 1998
<PAGE>
the Trustee's Professionals, Affiliates, Subsidiaries, or any of their
respective officers, directors, employees with respect to any such Claim or
Interest; and e) any act, in any manner, in any place whatsoever, that does not
conform to, or comply with, the provisions of this Plan or the Plan Documents;
provided, however, that such permanent injunction shall not impair the rights of
the Reorganized Debtor to prosecute any Debtor Action. Further, this Plan shall
not alter, amend or affect the effectiveness of the Bankruptcy Court's
previously entered "Order Establishing a Supplementary Claims Bar Date" dated
September 10, 1996 and entered on September 11, 1996.
6.6 Disallowed Claims . The filing of this Plan and its submission to
Claimants holding all Claims against the Estate shall constitute an objection to
all Claims that are not Allowed as set forth in this Plan. On and after the
Effective Date, the Debtor and the Estate will be fully and finally discharged
of any obligation on a Disallowed Claim, and any order or judgment creating a
Disallowed Claim which is not a Final Order as of the Effective Date solely
because of a Person's right to move for reconsideration of such Order or
judgment pursuant to ss.ss. 502(e)(2) and/or 502(j) of the Bankruptcy Code and
Bankruptcy Rule 3008 shall nevertheless become and be deemed a Final Order on
the Effective Date. The Confirmation Order, except as otherwise expressly
provided in this Plan, shall constitute a Final Order disallowing all Claims to
the extent such Claims are not Allowed as set forth in this Plan or are not
expressly designated as Disputed Claims in this Plan, including, but not limited
to, disallowing all time-barred Claims, Claims for unmatured interest and any
Claims for penalties or punitive damages.
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Chapter 11 Plan for Bonneville Pacific Corporation Page 51
Dated as of April 22, 1998
<PAGE>
ARTICLE VII
TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES
7.1 Rejection of Executory Contracts. This Plan constitutes and
incorporates a motion by the Trustee, pursuant to ss. 365 of the Bankruptcy
Code, to reject any and all executory contracts and unexpired leases of the
Debtor, except: a) those which, before the Confirmation Date, have been rejected
or assumed pursuant to an Order of the Bankruptcy Court or be the subject of
pending motions by the Trustee to reject or assume pursuant to ss. 365 of the
Bankruptcy Code; b) those executory contracts and unexpired leases specifically
designated on the schedule attached as Exhibit "J" hereto which are to be
assumed, or assumed and assigned where applicable, by the Trustee (which list
may be further amended or supplemented prior to the Confirmation of this Plan);
and c) those which are specifically treated otherwise in this Plan. Executory
contracts (in addition to those which appear on Exhibit "K", if any) which are
hereby expressly assumed in this Plan by the Debtor (and assigned to the
Reorganized Debtor) are: 1) the "Office Building Lease" agreement between
KTR/Dorn, LLC as successor in interest to 50 West Broadway Associates as
landlord and Bonneville Pacific Corporation as tenant, dated February 14, 1996,
and any extensions thereof, concerning the Debtor's lease of its Salt Lake
office space; 2) the 1992 Legal Representation Agreement between the Trustee and
the law firm of Beus, Gilbert & Morrill; and 3) those contracts in any way
related to a) the NCA # 1 power project located near Las Vegas, Nevada
(including the Debtor's guarantee of the tax exempt financing relating to such
project); b) Bonneville Pacific Services Company, Inc.; c) Bonneville Fuels
Corporation or its affiliates or subsidiaries; and d) the Kyocera power project
located near San Diego, California. All of the aforesaid executory contracts
expressly assumed in
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Chapter 11 Plan for Bonneville Pacific Corporation Page 52
Dated as of April 22, 1998
<PAGE>
the Plan are current and, therefore, there are no defaults to be cured. The
Trustee on behalf of the Debtor hereby expressly rejects any and all prepetition
contracts related to stock options (relating to the Existing Common Stock)
previously granted to the Debtor's officers, directors or employees or to any
other Person.
7.2 Damages Upon Rejection. The Bankruptcy Court shall determine the
dollar amount, if any, of the Claim of any Claimant seeking damages by reason of
the rejection of any such executory contract or unexpired lease; provided such
Claimant files a Proof of Claim in the Bankruptcy Court before thirty (30)
calendar days following the Confirmation Date; if no proof of claim is timely
filed then the Claimant will have no Claim of any kind against the Estate, the
Debtor or the Reorganized Debtor and shall have no claim of any kind under the
Plan. To the extent such damages are finally Allowed by the Bankruptcy Court,
such Claimants shall thereafter become Claimants holding Class 3 Claims, and
shall receive distributions as Claimants holding Allowed Claims in such Class
pursuant to this Plan. This Plan shall constitute notice to Persons who may
assert a Claim for damages for the rejection of an executory contract or
unexpired lease by reason of this Article 7 of this Plan of the bar date for
filing a Proof of Claim in connection therewith; provided, however, that the
Trustee shall have no obligation to notify such Persons that the Confirmation
Date has occurred.
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Chapter 11 Plan for Bonneville Pacific Corporation Page 53
Dated as of April 22, 1998
<PAGE>
ARTICLE VIII
RETENTION OF JURISDICTION
8.1 Jurisdiction. The Bankruptcy Court shall retain the fullest and most
extensive subject matter jurisdiction permissible, including that necessary to
ensure that the purposes and intent of this Plan are carried out, and to hear
and determine all Claims provided for in this Plan and all Claims that were or
could have been brought against the Estate, the Debtor or the Reorganized
Debtor. Except as otherwise provided in this Plan, the Bankruptcy Court shall
retain subject matter jurisdiction to the fullest extent permitted by law to
hear and determine all Claims against the Debtor or the Estate and to adjudicate
and enforce the Debtor Actions and all other causes of action which may exist on
behalf of the Debtor or the Reorganized Debtor. Such subject-matter jurisdiction
shall continue even if a final decree has been entered by the Bankruptcy Court.
Nothing herein contained shall prevent the Reorganized Debtor from taking such
action as may be necessary in the enforcement of any Debtor Action or other
cause of action which may exist on behalf of the Estate or the Debtor and which
may not have been enforced or prosecuted by the Debtor or the Trustee, which
Debtor Action or other causes of action shall survive Confirmation and
consummation of this Plan and shall not be affected thereby except as
specifically provided herein.
8.2 General Retention. Following the Confirmation of this Plan, the
Bankruptcy Court shall further retain subject matter jurisdiction for the
purpose of classification of any Claim of any Claimant and the re-examination of
Claims which have been Allowed for purposes of voting, and the determination of
such objections as may be filed with the Bankruptcy Court against any Claim of
any Claimant. The failure by the Trustee to object to, or examine, any Claim for
the purposes of
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Chapter 11 Plan for Bonneville Pacific Corporation Page 54
Dated as of April 22, 1998
<PAGE>
voting, shall not be deemed a waiver of the right of the Trustee to object to,
or re-examine, or reconsider, such Claim, in whole or part.
8.3 Specific Purposes. In addition to the foregoing, the Bankruptcy Court
shall, without limitation, retain subject-matter jurisdiction (and exclusive
jurisdiction where applicable) for the following specific purposes after the
Confirmation of this Plan:
(a) to modify this Plan or any of the Plan Documents after
Confirmation pursuant to the Bankruptcy Rules and the Bankruptcy Code;
(b) to assure the performance by the Trustee, the Reorganized Debtor
or the Indenture Trustee of their obligations to make distributions under this
Plan and the Plan Documents;
(c) to enforce and interpret the discharge, the terms and conditions
of this Plan, the Plan Documents and the Confirmation Order;
(d) to enter such Orders, including injunctions, as are necessary to
enforce the title, rights, and powers of the Trustee or the Reorganized Debtor,
including, without limitation, Orders authorizing or directing amendments to the
articles of incorporation and bylaws of the Reorganized Debtor and Orders
authorizing or directing amendments, extensions or waivers of the terms of the
Plan Documents, and to impose such limitations, restrictions, terms, and
conditions on such title, rights, and powers as the Bankruptcy Court may deem
necessary;
(e) to enter an Order closing the Reorganization Case;
(f) to enter such Orders as may be necessary to facilitate and
effect the liquidation and disposition by the Reorganized Debtor of any of the
Reorganized Debtor's Assets;
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Chapter 11 Plan for Bonneville Pacific Corporation Page 55
Dated as of April 22, 1998
<PAGE>
(g) to correct any defect, cure any omission, or reconcile any
inconsistency in this Plan, the Plan Documents, or the Confirmation Order as may
be necessary to carry out the purposes and intent of this Plan, including the
adjustment of the date(s) of performance under this Plan, the Plan Documents,
and any other documents related thereto in the event the Effective Date does not
occur as provided herein, so that the intended effect of this Plan, the Plan
Documents, and such other documents may be substantially realized thereby;
(h) to decide issues concerning federal, state or local tax
reporting, withholding and payment matters which arise in connection with the
Confirmation or consummation of this Plan or arise for any tax period on or
before the Effective Date (with ss. 505 of the Bankruptcy Code to be
applicable);
(i) to hear and determine all Debtor Actions and collect,
compromise, discharge, and/or release all Debtor Action Recoveries and grant
such other relief as may be appropriate thereto;
(j) to hear and approve all professional fees, including those of
the Indenture Trustee unless otherwise provided in the Plan;
(k) to hear and determine any causes of action arising during the
period from the Petition Date through the consummation of this Plan or in any
way related to this Plan or the transactions contemplated hereby against the
Debtor, the Estate, the Reorganized Debtor, the Trustee, the Trustee's
Professionals, Affiliates, Subsidiaries, and their respective officers,
directors, shareholders, members, attorneys, financial advisors,
representatives, and agents;
(l) to determine any and all issues concerning the rejection,
assumption or
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Chapter 11 Plan for Bonneville Pacific Corporation Page 56
Dated as of April 22, 1998
<PAGE>
assignment of executory contracts or unexpired leases and the allowance of
any Claim resulting therefrom;
(m) to determine such other matters and for such other purposes as
may be provided in the Confirmation Order;
(n) to consider and act on the compromise and settlement of any
Claim against or Interest in the Debtor or its Estate as set forth in this Plan;
(o) to determine all questions and disputes regarding title to the
assets of the Debtor, its Estate or the Reorganized Debtor;
(p) to construe, enforce and resolve all questions and disputes
relating to employment agreements of the Debtor, if any, existing or approved by
the Bankruptcy Court at or before Confirmation;
(q) to determine all matters relating to or affecting the
administration of the Estate, the adjustment of the relationship between the
Claimants and the Debtor or the Reorganized Debtor, and the Existing and Plan
Common Stock;
(r) to construe, resolve or enforce all settlement agreements
entered into by the Trustee which were approved by the Bankruptcy Court; and
(s) to reopen the case for cause.
8.4 Venue. Venue for all matters relating to the Plan and the Plan
Documents, Claims, Interests, the Debtor, the Reorganized Debtor, the Trustee,
the Estate, the Debtor Actions, and for all matters for which exclusive
jurisdiction is retained by the Bankruptcy Court under this Plan shall
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Chapter 11 Plan for Bonneville Pacific Corporation Page 57
Dated as of April 22, 1998
<PAGE>
be in the District of Utah, Central Division.
ARTICLE IX
CONDITIONS PRECEDENT TO CONFIRMATION AND EFFECTIVE DATE
9.1 Conditions to Confirmation. Confirmation of this Plan shall not occur
unless each of the following conditions precedent has occurred:
(a) Disclosure Statement. The Bankruptcy Court shall have
approved the Disclosure Statement.
(b) Confirmation Order. The Confirmation Order, in form and
substance acceptable to the Trustee, shall have been entered by the Bankruptcy
Court.
9.2 Conditions to Effective Date. Notwithstanding any other provision of
this Plan or the Confirmation Order, the Effective Date of this Plan shall not
occur unless and until each of the following conditions precedent has occurred:
(a) Confirmation Order. The Confirmation Order shall have been
entered by the Bankruptcy Court for at least ten (10) days and the operation or
effectiveness of that order has not been stayed.
(b) Corporate Documents. The Reorganized Debtor Corporate Documents
and the other applicable corporate documents necessary or appropriate to the
implementation of this Plan (in the sole discretion of the Trustee) shall have
been executed, delivered, and, where applicable, filed with the appropriate
governmental authorities.
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Chapter 11 Plan for Bonneville Pacific Corporation Page 58
Dated as of April 22, 1998
<PAGE>
(c) United States Trustee's Fees. The Allowed fees of the United
States Trustee then owing by the Debtor, including those pursuant to 28 U.S.C.
ss. 1930(c)(6), shall have been paid in full.
(d) IRS Ruling. The Trustee shall have obtained, in his sole
discretion, a private letter ruling (or rulings) from the IRS, satisfactory to
the Trustee with respect to such federal income tax issues as may be necessary
or appropriate to implement this Plan.
(e) Trustee's Notice. The Trustee has filed with the Bankruptcy
Court a notice that he is prepared for the Plan to become effective.
9.3 Annullment of Confirmation Order. Notwithstanding any other provision
of this Plan or the Confirmation Order, this Plan shall not be binding on any
party-in-interest unless and until each of the foregoing conditions to
Confirmation and the Effective Date have occurred pursuant to Article 9.2 of
this Plan, and the Confirmation Order shall be deemed annulled when the Trustee
files with the Bankruptcy Court a pleading notifying the Court and
parties-in-interest that a condition to the Effective Date has not occurred.
ARTICLE X
ACCEPTANCE OR REJECTION OF PLAN
10.1 Classes Entitled to Vote. Each impaired Class of Claims (i.e.,
Classes 5, 6, 7, 8, 9 and 10) shall be entitled to vote separately to accept or
reject this Plan. Any unimpaired Class of Claims or Interests (i.e., Classes 1,
2, 3, 4 and 11), and each holder of a Claim or Interest in such Class, are
conclusively presumed to have accepted the Plan. If a dispute arises as to
whether a Claim or Interest or any Class of Claims or Interests is impaired
under this Plan, the Bankruptcy Court
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Chapter 11 Plan for Bonneville Pacific Corporation Page 59
Dated as of April 22, 1998
<PAGE>
shall, at or prior to the Confirmation Hearing, determine such dispute. Nothing
contained in this Plan shall in any way limit the right of the Trustee to
request the Bankruptcy Court to designate, pursuant to ss. 1126(e) of the
Bankruptcy Code, any Claimant as an entity whose acceptance or rejection of this
Plan was not in good faith or was not solicited or procured in good faith or in
accordance with the provisions of Chapter 11 of the Bankruptcy Code.
10.2 Class Acceptance Requirement. An impaired Class of Claims shall have
accepted this Plan if it is accepted by at least two-thirds (2/3) in amount and
more than one-half (1/2) in number of the Allowed Claims of such Class. If an
impaired Claimant fails to vote, then the Claimant may be deemed to have
accepted the Plan and also may be deemed to have voted to accept the Plan.
10.3 Cramdown. If any impaired Class of Claims fails to accept this Plan
by the requisite majority or if the Bankruptcy Court determines that one or more
of the unimpaired Classes is in fact impaired (in which event such Class or
Classes may be deemed to have failed to accept this Plan), then the Trustee
reserves the right to request that the Bankruptcy Court confirm this Plan in
accordance with ss. 1129(b) of the Bankruptcy Code.
ARTICLE XI
MISCELLANEOUS PROVISIONS
11.1 Revocation of Plan. The Trustee reserves the right in his sole and
absolute discretion to revoke and withdraw this Plan at any time before the
Effective Date. If the Trustee revokes or withdraws this Plan, or if the
Effective Date for this Plan does not occur, then this Plan shall be deemed null
and void and nothing contained herein or in any pleading related in any way to
the Plan, including the Disclosure Statement, shall be deemed to constitute a
waiver or release of any Claims
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Chapter 11 Plan for Bonneville Pacific Corporation Page 60
Dated as of April 22, 1998
<PAGE>
by or against the Estate, or any other Person, or to prejudice in any manner or
to be used against the Trustee, the Debtor or the Estate in any proceedings of
any kind involving the Trustee, the Estate or the Debtor.
11.2 Headings. Headings are utilized in this Plan for convenience and
reference only, and shall not constitute a part of this Plan for any other
purpose.
11.3 Due Authorization by Claimants. In making the distributions required
by this Plan, the Trustee may rely for all purposes on the records of the Clerk
of the Bankruptcy Court as to whether a Claim has been transferred in strict
compliance with Rule 3001(e) of the Bankruptcy Rules. Each and every Claimant
who participates in the distributions provided for herein warrants to the
Trustee, the Debtor, the Estate and the Reorganized Debtor that such Claimant is
authorized to receive and accept, in consideration of its Claim against the
Debtor or the Estate, the distributions provided for in this Plan, and that
there are no executory or consummated commitments, agreements, assignments, or
understandings, express or implied, that may or can in any way defeat or modify
the rights conveyed, or obligations undertaken, by such Claimant under this
Plan. By accepting any distribution provided for by the Plan, the Claimant is
representing and warranting to the Trustee, the Estate, the Debtor and the
Reorganized Debtor that the Claimant is legally entitled to the distribution and
the Claimant has not sold, conveyed, transferred or assigned its rights to the
distribution to another Person. Breach of this warranty by the Claimant will
result in the Claimant being liable to the Trustee, the Estate, the Debtor or
the Reorganized Debtor, as the case may be, for all damages directly or
indirectly caused by such breach. If the Claimant has transferred or assigned
its Claim
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Chapter 11 Plan for Bonneville Pacific Corporation Page 61
Dated as of April 22, 1998
<PAGE>
but the Claimant nonetheless received a distribution under this Plan, then the
assignor shall immediately transfer the distribution to the assignee; however,
if the assignor fails to so transfer such distribution, the assignee of the
Claimant or Interestholder shall possess no claim, cause of action or recourse
of any kind whatsoever against the Estate, the Trustee, the Debtor or the
Reorganized Debtor (or their respective agents) and the assignees' sole and
exclusive remedy and recourse shall be against the assignor of the Claim who
actually received the distribution. If, at the Distribution Date, the Trustee
has not been able to ascertain to his satisfaction who is the Person entitled to
a distribution as set forth in this Plan, then the Trustee may a) refrain from
making such distribution until such time as the Trustee is satisfied as to which
Person is entitled to the distribution or b) file an interpleader action with
the Bankruptcy Court so that the various Claimants to the subject distribution
can adjudicate their respective Claims; in an interpleader action, the
prevailing Person shall pay the Trustee's (and his Professionals') reasonable
fees and costs incurred in connection with the interpleader action.
11.4 Payment or Distribution Dates. Whenever any payment or distribution
to be made under this Plan shall be due on a day other than a Business Day, such
payment or distribution shall, instead, be made, without interest, on the next
Business Day thereafter.
11.5 Modification of Payment Terms. The Trustee reserves the right to
modify the treatment of any Allowed Claim, as provided in ss. 1123(a)(4) of the
Bankruptcy Code, at any time
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Chapter 11 Plan for Bonneville Pacific Corporation Page 62
Dated as of April 22, 1998
<PAGE>
after the Effective Date upon the consent of the Claimant whose Allowed Claim
treatment is being modified.
11.6 Entire Agreement. This Plan and the Exhibits hereto, along with the
Confirmation Order, sets forth the entire agreement and understanding among the
parties hereto relating to the subject matter hereof and supersedes all prior
discussions and documents. No party hereto shall be bound by any terms,
conditions, definitions, warranties, understandings, or representations with
respect to the subject matter hereof, other than as expressly provided for in
the documents referred to in the preceding sentence or as may hereafter be
agreed to by the parties in writing. Provided, however, nothing contained herein
shall in any way alter, amend or affect any Bankruptcy Court approved settlement
agreement between the Trustee and any Person.
11.7 Administrative Claims Bar Date. Except as otherwise expressly
provided in this Plan or unless otherwise ordered by the Bankruptcy Court, the
Confirmation Order will operate to set a bar date for Administrative Claims,
including but not limited to claims for "substantial contribution" pursuant to
ss. 503(b) of the Bankruptcy Code (but see Article 4.3(d) of this Plan), for all
Administrative Claims not previously barred, which bar date shall be sixty (60)
days after the Effective Date. Neither the Debtor, the Estate, the Reorganized
Debtor nor the Trustee shall have any obligation to notify any potential
Administrative Claim Claimant that the Effective Date has occurred. Except as
otherwise expressly provided in this Plan, Claimants holding any Administrative
Claims against the Estate not paid on the Effective Date must file with the
Bankruptcy Court a request for payment or a verified fee and cost applications
on or before such bar
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Chapter 11 Plan for Bonneville Pacific Corporation Page 63
Dated as of April 22, 1998
<PAGE>
date. If such requests or applications have not been timely filed, such Claims
will be disallowed, discharged and forever barred and such Claimants shall have
no claims of any kind under this Plan. Provided, however, this Plan shall not
alter, amend or affect the effectiveness of the Bankruptcy Court's previously
entered "Order Establishing a Supplementary Claims Bar Date" dated September 10,
1996 and entered on September 11, 1996.
11.8 Post-Effective Date Fees of the Trustee or the Trustee's
Professionals. After the Effective Date the Bankruptcy Court may enter an order
pursuant to ss. 330 of the Bankruptcy Code approving as final fees and costs (as
contrasted to interim fees and costs) all fees and costs paid or authorized to
be paid to the Trustee or the Trustee's Professionals from the Petition Date to
the Effective Date. For periods after the Effective Date, the Trustee and his
Professionals a) shall perform their respective obligations as set forth in this
Plan and b) may provide other services to the Reorganized Debtor as requested by
the Reorganized Debtor. After the Effective Date the Trustee may seek
compensation from the Reorganized Debtor for post Effective Date services
rendered by the Trustee in connection with this Plan at the usual hourly rate
then charged by him. Invoices for fees and costs for the Trustee or his
Professionals for periods after the Effective Date may be submitted by the
Trustee or his Professionals to the Reorganized Debtor every thirty (30) days;
copies of such invoices shall also be filed with the Bankruptcy Court and served
upon the United States Trustee and all other parties-in-interest who have filed
after the Confirmation Hearing a notice with the Bankruptcy Court (and served a
copy on both the Trustee and his general counsel) specifically requesting a copy
of such invoices. If no such notified party-in-interest objects in
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Chapter 11 Plan for Bonneville Pacific Corporation Page 64
Dated as of April 22, 1998
<PAGE>
writing to such invoices within fifteen (15) days after the filing and mailing
of the copies of the invoices, then the Reorganized Debtor shall promptly pay
such invoices. If any party-in-interest, including the Reorganized Debtor,
timely objects to paying all or part of such invoices, then upon fifteen (15)
days notice by mail to the objecting party the Trustee or his Professionals may
schedule a hearing before the Bankruptcy Court concerning the payment of the
invoice(s) and the Bankruptcy Court shall then determine what portion of the
invoice(s), if any, shall be paid by the Reorganized Debtor. After the Effective
Date the Reorganized Debtor may retain and pay professionals (other than the
Trustee and his Professionals) without Bankruptcy Court approval.
11.9 Confirmation Order. In addition to the requirements set forth in this
Plan, the Confirmation Order may also ratify all actions taken by the Debtor,
the Estate and the Trustee during the period commencing on the Appointment Date
and ending on the Effective Date.
11.10 Dissolution of the Official Committees. Unless otherwise provided in
the Confirmation Order or as subsequently ordered by the Bankruptcy Court, on
the Effective Date, all statutory creditors' or equity holders' committees
appointed in the Reorganization Case, if any, will be dissolved and the members
thereof released and discharged of and from all further authority, duties,
responsibilities, and obligations related to, or arising from, the
Reorganization Case.
11.11 Discharge of the Trustee. Following substantial consummation of the
Plan and upon motion by the Trustee, the Bankruptcy Court may enter an order
releasing and discharging the Trustee from any and all further authority,
duties, responsibilities and obligations related to, or arising from, the
Reorganization Case or this Plan. After the Effective Date, the Trustee shall
have
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Chapter 11 Plan for Bonneville Pacific Corporation Page 65
Dated as of April 22, 1998
<PAGE>
no further obligation to post fidelity or other bonds unless otherwise directed
by the Bankruptcy Court. After the Effective Date, neither the Trustee nor the
Reorganized Debtor shall be required to file monthly financial statements with
the Bankruptcy Court.
11.12 Governing Law. Except to the extent that Federal law (including,
without limitation, the Bankruptcy Code and the Bankruptcy Rules) is applicable,
the rights and obligations arising under this Plan shall be governed by, and
construed and enforced in accordance with, the laws of the State of Utah,
without giving effect to the principles of conflicts of law thereof.
11.13 Severability. Should the Bankruptcy Court determine, prior to the
Confirmation Date, that any provision in this Plan is either illegal on its face
or illegal as applied to any Claim or Interest, such provision shall be
unenforceable either as to all Claimants holding Claims or Interestholders
holding Interests or as to the Claimant or Interestholder holding such Claim or
Interest as to which the provision is illegal, respectively. Such a
determination of unenforceability shall in no way limit or affect the
enforceability and operative effect of any other provision of this Plan unless
the Trustee concludes, in his sole and absolute discretion, that the
determination of unenforceability changes the economics of the Plan in a manner
he does not support in which case the Trustee may amend or revoke the Plan.
11.14 Time. In computing any period of time prescribed or allowed by this
Plan, the day of the act, event, or default from which the designated period of
time begins to run shall not be included. The last day of the period so computed
shall be included, unless it is not a Business Day, in which event the period
runs until the end of the next day which is a Business Day. When the
- ------------------------------------------------------------------------------
Chapter 11 Plan for Bonneville Pacific Corporation Page 66
Dated as of April 22, 1998
<PAGE>
period of time prescribed or allowed is less than eleven (11) days, intermediate
days that are not Business Days shall be excluded in the computation.
11.15 No Interest. Except as expressly stated in this Plan, no interest,
penalty or late charge, fees or costs arising or accruing after the Petition
Date are to be allowed on any Claim.
11.16 No Attorneys' Fees. No attorneys' fees shall be paid with respect to
any Claim (except an Allowed Administrative Claim for attorneys' fees) or
Interest except as specified herein or as Allowed by a Final Order of the
Bankruptcy Court.
11.17 Addresses for Distributions to Claimants Holding Allowed Claims.
Unless otherwise provided in this Plan, the Plan Documents, or a Final Order of
the Bankruptcy Court, distributions and payments to be made under this Plan
shall be made by first class United States mail, postage pre-paid to: a) the
latest mailing address set forth in a Proof of Claim timely filed with the
Bankruptcy Court by or on behalf of such Claimant; b) if no such Proof of Claim
has been timely filed, then the mailing address set forth in the Schedules, as
amended; or c) such other address as the Claimant has, in writing, given to the
Trustee. Neither the Trustee, his Professionals nor the Reorganized Debtor shall
be required to make any other effort to locate or ascertain the address of the
holder of any Claim.
11.18 Consent to Jurisdiction. The Reorganized Debtor and each of the
Claimants or Interestholders who are entitled to receive distributions or retain
the Existing Common Stock pursuant to the terms of this Plan consent to the
jurisdiction of Bankruptcy Court, or any successor thereto, and agrees that it
shall be the preferred forum for all proceedings relating to this Plan. By
- ------------------------------------------------------------------------------
Chapter 11 Plan for Bonneville Pacific Corporation Page 67
Dated as of April 22, 1998
<PAGE>
accepting any distribution under the Plan or retaining the Existing Common
Stock, each Claimant or Interestholder (or their respective assignee) consents
to the jurisdiction and venue of the Bankruptcy Court for all matters concerning
this Plan and the distributions hereunder, all matters set forth in Article VIII
herein, and enforcement by the Trustee, the Debtor or the Reorganized Debtor of
their respective rights set forth in Article 11.3 of this Plan, and agrees that
the Bankruptcy Court shall be the preferred forum for all proceedings related to
such matters.
11.19 Setoffs. Subject to the limitations provided in ss. 553 of the
Bankruptcy Code, the Trustee may, but shall not be required to, set off against
any Claim or Interest and the payments or other distributions to be made
pursuant to this Plan in respect of such Claim , claims of any nature whatsoever
the Estate, the Debtor or Reorganized Debtor may have against the Claimant or
Interestholder holding such Claim or Interest, but neither the failure to do so
nor the allowance of any Claim hereunder shall constitute a waiver or release by
the Trustee of any asserted or unasserted claim that the Debtor or the Estate
may have against such Claimant or Interestholder. This provision does not alter,
amend or affect ss. 502(d) of the Bankruptcy Code as it may be applicable to
this Plan, any Claim to be paid pursuant to this Plan, or any claim arising
pursuant to this Plan.
11.20 Debtor's Business Records and Other Documents. After the Effective
Date the Trustee or the Reorganized Debtor may dispose of (destroy) such
prepetition or post-petition business records or other documents of the Estate,
the Debtor or the Debtor's Affiliates as the Trustee or the Reorganized Debtor,
in their sole business judgment, deem appropriate without further notice.
- ------------------------------------------------------------------------------
Chapter 11 Plan for Bonneville Pacific Corporation Page 68
Dated as of April 22, 1998
<PAGE>
11.21 ERISA Compliance. The Trustee, the Estate, the Debtor and the
Reorganized Debtor may take all appropriate actions, including the expenditure
of Cash, to comply with all of the Debtor's, the Estate's, the Reorganized
Debtor's or their respective Affiliates' legal requirements mandated by ERISA or
similar state or federal laws including, but not limited to, matters related to
the Debtor's (and its Affiliates') Section 401(K) plan and the Debtor's (and its
Affiliates') ESOP plan.
11.22 Claim Estimation. The Bankruptcy Court may estimate a Disputed Claim
for purposes of distribution under this Plan or for any other purpose pursuant
to, inter alia, ss. 502(c) of the Bankruptcy Code.
11.23 Motion to Estimate Claims or Approve Settlements. To the extent this
Plan proposes to Estimate or settle Claims (including Claims objected to in this
Plan by the Trustee), e.g., see Article IV of this Plan, then this Plan
constitutes and incorporates a motion (or motions) by the Trustee to so Estimate
Claims or approve the settlement of Claims, all as set forth in this Plan. The
Confirmation Order may provide for i) such Estimation of Claims, ii) sustaining
the Trustee's objection to Claims, and/or iii) approving the settlement of
Claims, as set forth in this Plan.
11.24 Successors and Assigns. The rights, duties and obligations of any
Person named or referred to in this Plan shall be binding upon, and shall inure
to the benefit of, the successors and assigns of such Person.
ARTICLE XII
MODIFICATION OF PLAN
The Trustee may modify this Plan under ss. 1127 of the Bankruptcy Code at
any time prior
- ------------------------------------------------------------------------------
Chapter 11 Plan for Bonneville Pacific Corporation Page 69
Dated as of April 22, 1998
<PAGE>
to the Confirmation Date. After the Confirmation Date, the Trustee may remedy
any defects or omissions or reconcile any inconsistencies in this Plan, in the
Plan Documents, or the Confirmation Order or any other Order entered for the
purpose of implementing this Plan in such manner as may be necessary to carry
out the purposes and intent of this Plan so long as the interests of Claimants
or Interestholders are not materially and adversely affected.
DATED this 22nd day of April, 1998.
/s/ Roger C. Segal
-------------------------------------
ROGER G. SEGAL, Chapter 11 Trustee
for the Estate of Bonneville Pacific Corporation
COHNE, RAPPAPORT & SEGAL, P.C.
/s/ Vernon L. Hopkinson
- ------------------------------
Vernon L. Hopkinson
General Counsel for the Trustee
- ------------------------------------------------------------------------------
Chapter 11 Plan for Bonneville Pacific Corporation Page 70
Dated as of April 22, 1998
EXHIBIT "A"
LIST OF
ALLOWED OTHER PRIORITY CLAIMS (CLASS 1)
CLAIM NO. CLAIMANT CLAIM AMOUNT
- ------------------------------------------------------------------------------
44 Anderson, Martin C.T. $2,000.00
220 Gardner, Ronald L. $2,000.00
35 Wisner, Michelle M. $366.43
--------------
TOTAL: $4,366.43
==============
EXHIBIT "B"
LIST OF
ALLOWED BANK DEBT CLAIMS (CLASS 2)
<TABLE>
<CAPTION>
CLAIM NO. CLAIMANT EXPLANATION CLAIM AMOUNT
NOTES
============== =================================== ================== ==================
<S> <C> <C> <C>
260 Chase Manhattan Bank A $20,290,376.70
186 Commerzbank B $2,250,000.00
145 First Security Bank C $800,000.00
123 State Street Bank $1,000,000.00
1 Valley Bank/Bank One D $5,058,459.00
252 Bank Hapoalim B.M. $5,817.50
246 Caisse Nationale De Credit Agricole E $2,107,686.96
============== =================================== ================== ==================
TOTAL: $31,512,340.16
</TABLE>
- -------------------------
A Claim has been assigned (35%) ($7,080,355.99) to Halcyon Distressed
Securities, L.P., Halcyon Private Paper, L.P. Gryphon Hidden Values Limited
and Gryphon Hidden Values II Limited and (65%) ($13,210,020.72) to Merrill
Lynch Pierce Fenner & Smith Incorporated.
B Claim has been assigned and is owned ($1,800,000.00) by Merrill Lynch
Pierce Fenner & Smith Incorporated and $450,000.00 by Comac Partners L.P.
C Claim has been assigned and is owned 50% ($400,000.00) by KCB Service
Company fbo Argo Partners and 50% ($400,000.00) by Comac International NV.
D Claim has been assigned and is owned by Halcyon Distressed Securities,
L.P., Halcyon Private Paper, L.P., Halcyon Alchemy Fund, L.P., Gryphon
Hidden Values Limited and Gryphon Hidden Values II Limited.
E Claim amount resolved pursuant to letter agreement dated February 23, 1996.
Claim consists of $1,026,293.86 of advances and fees on UPL LOC which
accrues interest from December 20, 1991, and $1,081,393.10 of advances and
fees on ANB LOC which accrues interest from September 23, 1992.
EXHIBIT "C"
LIST OF
ALLOWED TRADE AND OTHER CLAIMS (CLASS 3)
<TABLE>
<CAPTION>
CLAIM NO. CLAIMANT EXPLANATION CLAIM AMOUNT
NOTES
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
NONE Advance Capital Markets, Inc. B $11,919.39
NONE Allied Oregon Investors $34.50
NONE American Binding Company $82.88
255 American Express Travel Related Ser. $365.63
NONE American Hose & Coupling $46.01
274 Anderson, Lynn E. C $90,100.00
44 Anderson, Martin C.T. (#2) $12,086.20
NONE Apple Spice Junction $101.86
NONE ARA Cory Refreshment $26.44
NONE Arrowhead Drinking Water Co. $806.95
54 Askew, John D. C $43,000.00
NONE Associated Business Products D $321.94
104 AT&T $2,930.84
NONE Atkinson McMahon $772.81
NONE Atlas Chemical $340.90
NONE Atlas Performance Industries, Inc. A $1,422.74
1706 Automated Office Systems $6,438.21
NONE Baltimore Aircoil $6,839.97
NONE Bankers Trust Company $75.00
NONE Barksdale Controls Division $422.12
180 Barnett Intermountain Water Cons. F $2,507.40
NONE Basin Valve Company $1,121.68
</TABLE>
<PAGE>
EXHIBIT "C"
LIST OF
ALLOWED TRADE AND OTHER CLAIMS (CLASS 3)
<TABLE>
<CAPTION>
CLAIM NO. CLAIMANT EXPLANATION CLAIM AMOUNT
NOTES
__________________________________________________________________________________________________
<S> <C> <C> <C>
NONE Bedford Enterprises, Inc. $543.71
95 Betz Entec D $6,501.05
262 BH Mortgage Corporation E $450,240.47
NONE Big Wood Canal Company $1,388.49
9 Blosil, Mark W. $2,329.00
NONE BMC Industries $4,940.29
NONE Boardman, Clark $124.64
NONE Bonded Bicycle Couriers $75.29
NONE Bonneville Associates, Inc. $4,141.38
NONE Bonneville Limousine Service D $243.00
NONE Boyd & Associates D $453.60
NONE Broadway Tower $1,200.00
NONE Bureau of Reclamation $2,134.08
NONE BusinessLand, Inc. $1,068.47
240 Business Wire $550.00
NONE Byte $19.97
NONE California Chamber of Commerce $325.00
20 California Electric Supply $1,026.36
NONE Caltrol, Inc. $358.23
NONE Capital Connection, Inc. $230.45
NONE Central Coast Water Treatment $5,482.00
</TABLE>
2
<PAGE>
EXHIBIT "C"
LIST OF
ALLOWED TRADE AND OTHER CLAIMS (CLASS 3)
<TABLE>
<CAPTION>
CLAIM NO. CLAIMANT EXPLANATION CLAIM AMOUNT
NOTES
__________________________________________________________________________________________________
<S> <C> <C> <C>
NONE Chemical Bank Proxy Dept. $56.00
NONE Chemtreat, Inc. $15,644.76
NONE CIMA & RDO Associates D $9,276.75
NONE Cirrus Environmental, Inc $184.00
60 City of Santa Maria $15.69
NONE Clark County $15.00
NONE Clearfield City Corporation $16.00
94 Clements, Orlin V. B $24,215.02
75 Cleveland Cotton Products $820.70
238 Coast Rock Products $937.37
NONE Coast Welding Supply $9,234.09
NONE Coffeeman D $313.18
NONE Cogeneration $48.00
NONE Commerce Clearing House, Inc. $143.33
NONE Con-Way Western Express $57.46
NONE Conney Safety Products $516.87
NONE Controlco $159.51
256 Cooper Energy Services B $33,649.88
NONE Corporate Board, The $56.25
NONE Cox, Ralph F. $9,166.77
NONE Cox, Ralph F. $929.89
</TABLE>
3
<PAGE>
EXHIBIT "C"
LIST OF
ALLOWED TRADE AND OTHER CLAIMS (CLASS 3)
<TABLE>
<CAPTION>
CLAIM NO. CLAIMANT EXPLANATION CLAIM AMOUNT
NOTES
__________________________________________________________________________________________________
<S> <C> <C> <C>
NONE Cross Consulting Engineers $133.87
NONE Cuesta Equipment $5,156.10
NONE Culligan $113.79
NONE Custom Computer A $3,929.07
NONE Cyprus Sierrita Corporation $240.00
NONE D.L.S. Energy, Inc. $960.25
96 Dames & Moore $7,998.37
80 Davis Printing $536.64
NONE Day Timers, Inc. $80.03
NONE Depository Trust Co., The $60.00
NONE Dexter $343.07
NONE Duckor & Spradling D $2,829.31
NONE Ebasco Services, Inc. D $45,063.15
NONE ECO-Air Products, Inc. $294.62
51 Ecosystems Research Institute $8,828.47
NONE Electric Power Alert $395.00
NONE Electrical Energy Systems Ana. D $813.75
26 EMED Company, Inc. $113.32
NONE Emery Worldwide, a CF Company $66.56
249 Employers Insurance of Wausau C $29,256.00
NONE Energy & Business Newsletter $1,190.00
</TABLE>
4
<PAGE>
EXHIBIT "C"
LIST OF
ALLOWED TRADE AND OTHER CLAIMS (CLASS 3)
<TABLE>
<CAPTION>
CLAIM NO. CLAIMANT EXPLANATION CLAIM AMOUNT
NOTES
__________________________________________________________________________________________________
<S> <C> <C> <C>
NONE ENR McGraw-Hill $49.00
11 Entek Research, Inc. B $11,125.00
NONE Excel Trane $2,562.50
NONE Excelsior Legal Southwest $52.50
NONE Express Vending $60.00
NONE Farm Supply Co. $35.80
19 Federal Express $9,472.61
NONE Federal Energy Regulatory Comm. $59.40
NONE Fidelity Transfer $70.00
NONE Fiesta Travel $2,539.00
NONE Film Factory, The $147.61
233 First Security Bank of Utah, N.A. $7,532.40
NONE Fischer & Porter $351.01
NONE Fisheries West D $1,661.07
NONE Frandzel & Share $1,920.20
NONE Franklin International Institute D $368.31
191 Frazee Industries, Inc. $264.26
120 Fred H. Schott & Associates $3,925.00
NONE Freeport Center $91.51
220 Gardner, Ronald $6,522.00
NONE Gersemann, Dieter $27,906.00
</TABLE>
5
<PAGE>
EXHIBIT "C"
LIST OF
ALLOWED TRADE AND OTHER CLAIMS (CLASS 3)
<TABLE>
<CAPTION>
CLAIM NO. CLAIMANT EXPLANATION CLAIM AMOUNT
NOTES
__________________________________________________________________________________________________
<S> <C> <C> <C>
NONE Gottschall Printing $524.80
NONE Government Data Publications $96.75
201 GTE California Incorporated $928.55
NONE GTE Leasing Corporation $10.00
NONE Guarantee Mutual Life Co $3,618.87
NONE H.F. Pearson & Company, Inc. $845.50
41 Harcourt Brace Jovanovich, Inc. $159.38
3599 Harry Clayson U Rent Inc. $5,595.80
NONE Hatch, Paul D., Esq. $375.00
NONE Hawthorne Power Systems $129.68
257 Haynes Corporation $8,376.03
NONE Hemming Morse, Inc. $12,050.00
116 Henderson Petroleum Corp. $744.15
210 Hopkins, French, Crocett, Springe $1,642.41
16 Huddart Floral $192.95
NONE Hydro Energy Development Corp. $2,114.00
NONE IC Security Printers D $269.60
97 I.C.M. $3,488.14
NONE Intermountain Plant Works D $441.45
NONE IT Corporation $1,089.00
NONE Jamieson & Gutierrez D $4,212.64
</TABLE>
6
<PAGE>
EXHIBIT "C"
LIST OF
ALLOWED TRADE AND OTHER CLAIMS (CLASS 3)
<TABLE>
<CAPTION>
CLAIM NO. CLAIMANT EXPLANATION CLAIM AMOUNT
NOTES
__________________________________________________________________________________________________
<S> <C> <C> <C>
NONE Jardine, Emett & Chandler $784.00
14 Jarolimek, Lubos $9,221.05
NONE Johnson Higgins of California $16,847.00
NONE Kaizen, Inc. $150.00
NONE Kaman Bearing & Supply Corporation $14.69
99 Kaman Industrial Technologies $294.81
253 Keegan, Robert A. B $180,000.00
188 Kelly Services, Inc. $170.40
NONE Kelly Company D $559.91
NONE Keye Productivity Center $196.00
5 Kesler & Rust $1,440.99
17 Kinko's of Salt Lake, Inc. $500.82
92 Kraft & McManimon B $9,952.14
39 Krass, Jacobson & Gussak $381.70
185 Kyocera America, Inc. $4,166.66
NONE Laser Tone D $312.38
8 Latham & Watkins $2,283.01
25 Les Olsen Company D $976.45
NONE LewisEnergy Systems, Inc. $1,740.72
NONE Librizzi, Charles $1,541.72
NONE Lillick & Charles D $6,188.57
</TABLE>
7
<PAGE>
EXHIBIT "C"
LIST OF
ALLOWED TRADE AND OTHER CLAIMS (CLASS 3)
<TABLE>
<CAPTION>
CLAIM NO. CLAIMANT EXPLANATION CLAIM AMOUNT
NOTES
__________________________________________________________________________________________________
<S> <C> <C> <C>
57 Liquid Carbonic Specialty Gas Corp. B $3,486.92
NONE Little America $1,015.88
NONE MacMillan Bloedel Ltd. D $758.96
NONE MacWorld $39.90
NONE Mail Boxes Etc. USA $23.32
NONE Manufacturer's Hanover Trust $8.70
NONE Marsh, Gary L. Esq. $1,914.50
155 Matheson, James $10,729.20
62 MCI Telecommunications $6,114.23
NONE McClenachan, Robert $9,340.00
259 McTear, John A. C $104,700.00
NONE MD Gilliss & Associates $15,372.53
NONE Mellon Bank $100.00
NONE Memmott, JoAnn $607.04
NONE Mesa Moving & Storage D $953.00
NONE Metromedia Paging $92.75
27 Miller, Karp & Grattan B $15,468.38
275 Mistletoe Financial Company B $52,698.55
117 Molloy Jones & Donahue, P.C. D $669.47
NONE Monterey Peninsula Airport Dis. $14.00
NONE Mount Olympus Waters, Inc. $99.20
</TABLE>
8
<PAGE>
EXHIBIT "C"
LIST OF
ALLOWED TRADE AND OTHER CLAIMS (CLASS 3)
<TABLE>
<CAPTION>
CLAIM NO. CLAIMANT EXPLANATION CLAIM AMOUNT
NOTES
__________________________________________________________________________________________________
<S> <C> <C> <C>
NONE N.A.C.C. $103.32
NONE N.S.B.C.M.A. $50.00
NONE NALA Headquarters $275.00
272 National Union Fire Ins. Co. $32,185.00
NONE National Westminster Bank - NJ $99.25
NONE Natkin Service Company $1,197.50
NONE Nels Consulting Services, Inc. $49,753.42
23 Nelson, Terry L. B $5,788.37
98 New Pig Corporation $1,388.60
NONE Newman, Elmer $13,181.97
NONE Newspaper Agency Corporation $102.96
NONE NG Chemical, Inc. A $4,571.41
115 Nikkel Family Living Trust/Mary Nikkel B $250,000.00
NONE Northeast Power Report $426.25
NONE Northshore $1,498.00
45 OCM B $18,200.00
NONE Office Mart, The $738.61
NONE On-Site Management, Inc. D $367.17
NONE Orchard Supply Hardware D $625.00
205 Ormat, Inc. E $365,000.00
NONE PG&E $3,298.62
</TABLE>
9
<PAGE>
EXHIBIT "C"
LIST OF
ALLOWED TRADE AND OTHER CLAIMS (CLASS 3)
<TABLE>
<CAPTION>
CLAIM NO. CLAIMANT EXPLANATION CLAIM AMOUNT
NOTES
__________________________________________________________________________________________________
<S> <C> <C> <C>
NONE P. Gerald White, Inc. $2,410.00
58 Partlow Corporation, The D $771.94
NONE Penetone Corporation $883.44
NONE Pitney Bowes, Inc. D $576.48
NONE Pony Express Courier Corporation $8.15
NONE Port of Bellingham $12.00
NONE Prentice Hall Corp. $444.64
203 Prentice-Hall, Inc. $600.00
NONE Prentice Hall Law & Business $108.54
NONE Pressure Vessel Service, Inc. D $1,846.40
NONE Preston, Thorgrimson, Ellis & Holm D $1,089.30
31 Proffit, Michael (#2) $3,115.49
110 Quiter, George W. III B $250,000.00
NONE R.T.L. Office Products $103.78
NONE Rampton, Calvin, Esq. $9,166.67
182 Ray Quinney & Nebeker $97,726.74
NONE Receiver General For Canada $53.39
NONE Record Reporter, The $319.25
NONE Reed Bingham Company $772.00
NONE Reed, William J. $12,849.82
NONE Reese-Chambers Systems Cons. $14,204.95
</TABLE>
10
<PAGE>
EXHIBIT "C"
LIST OF
ALLOWED TRADE AND OTHER CLAIMS (CLASS 3)
<TABLE>
<CAPTION>
CLAIM NO. CLAIMANT EXPLANATION CLAIM AMOUNT
NOTES
__________________________________________________________________________________________________
<S> <C> <C> <C>
NONE Reno Drain Oil Service $738.00
NONE Resource Systems Group $21.44
49 Roberts & Kerner $1,590.30
NONE Robinson-Conner $24,684.68
NONE Salt Lake Blue Print & Supply $28.53
65 Salt Lake Stamp Company $157.75
NONE San Diego Gas & Electric $171.13
NONE Santa Barbara - County APCD $1,265.00
NONE Santa Barbara - County of EHA $739.57
81 Santa Maria Supply $4,849.81
NONE Scott Specialty Gases $13.42
NONE Skool Lunch $282.03
NONE Smart & Final Iris Co. $458.02
NONE Smith-Mabry Co. D $2,082.45
86 Solar Turbines Incorporated B $995.45
87 Solar Turbines Incorporated B $1,094.84
88 Solar Turbines Incorporated B $1,105.51
89 Solar Turbines Incorporated B $1,104.60
90 Solar Turbines Incorporated B $3,081.69
91 Solar Turbines Incorporated B $1,705.55
195 Southern California Edison Company $49,964.31
</TABLE>
11
<PAGE>
EXHIBIT "C"
LIST OF
ALLOWED TRADE AND OTHER CLAIMS (CLASS 3)
<TABLE>
<CAPTION>
CLAIM NO. CLAIMANT EXPLANATION CLAIM AMOUNT
NOTES
__________________________________________________________________________________________________
<S> <C> <C> <C>
207 Southern California Gas Co. $285,409.63
NONE Southern Electric International $600.00
NONE Sports Mall Metro $120.00
NONE Sprint $283.20
NONE Stapleton International Airport $17.74
NONE State of Utah $60.00
125 Staub, Vernon $8,914.08
NONE Steiner Environmental, Inc. D $4,700.25
48 STM Associates $11,250.00
NONE Stone & Webster Engineering $1,188.44
73 Stone, Marjorie Hanson $221,682.39
NONE Sunrise Energy Company $11,978.17
7 Systemax $37.69
NONE Temporary Resources $176.00
NONE Thermal Products, Inc. $58.32
NONE Thermo Environmental Inst. D $389.41
12 TIE Systems, Inc. D $302.83
33 Triad Engineering B $3,290.89
NONE Turbine Generator Service, Inc. $4,285.92
37 Turbine Specialties, Inc. $42,118.05
254 Twombly, Greg E $100,000.00
</TABLE>
12
<PAGE>
EXHIBIT "C"
LIST OF
ALLOWED TRADE AND OTHER CLAIMS (CLASS 3)
<TABLE>
<CAPTION>
CLAIM NO. CLAIMANT EXPLANATION CLAIM AMOUNT
NOTES
__________________________________________________________________________________________________
<S> <C> <C> <C>
112 U.S. West Communications $1,582.60
NONE Uinta Business Systems D $1,012.93
NONE United Parcel Service $1,695.25
NONE United States Banknote Co. B $860.00
NONE Utah State Bar $23.00
47 Vallen Safety Supply Company $124.55
30 Vanier Graphics Corp. $289.01
NONE Vermont Power Exchange D $2,756.00
NONE Viking Freight Systems, Inc. $138.79
144 Voith Hydro, Inc. $226,517.94
NONE W.A. Hammond Drierite Co. $129.10
NONE Warren, Gorham & Lamont, Inc. $437.18
3 Weesner, John (contingent and disputed) $0.00
NONE Welch Vacuum Technology $298.49
NONE Welch, David $2,830.00
NONE West Publishing Company $33.25
NONE Western Regional Counsel $2,222.00
NONE Western Turbine Users, Inc. $400.00
NONE Westover, Choules & Shadle $32.50
NONE Whitting Associates $1,100.00
71 Williams & Rockwood $12,018.16
</TABLE>
13
<PAGE>
EXHIBIT "C"
LIST OF
ALLOWED TRADE AND OTHER CLAIMS (CLASS 3)
<TABLE>
<CAPTION>
CLAIM NO. CLAIMANT EXPLANATION CLAIM AMOUNT
NOTES
__________________________________________________________________________________________________
<S> <C> <C> <C>
59 Yellow Freight System, Inc. $564.36
NONE Young Presidents' Organization $1,750.00
NONE Zions Furniture Upholstering $31.88
TOTAL: $3,660,303.78
</TABLE>
- --------------------------------------
A Claim has been assigned to Access Capital.
B Claim has been assigned to Argo Partners.
C Claim has been assigned to Comac International NV
D Claim has been assigned to Debt Acquisition Company of America
E Claim has been assigned to Comac Partners LPE
F Claim has been assigned to Riverside Contracting Corporation
14
EXHIBIT "D"
LIST OF
ALLOWED* PREPETITION SELLING DEBENTURE CLAIMS AS UNIFORMLY
CALCULATED BY THE TRUSTEE IN THE COMPROMISE PLAN (CLASS 5)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIMANT CLAIM # EXPLAN. CLAIM
NOTES AMOUNT
=========================================== =========== =========== ================
<S> <C> <C> <C>
Alaska Teamsters Employees Pension Plan 3320 $94,900.00
Alvarez, James 3537 I $3,862.50
Anchor National Life Insurance Co 4548 $128,500.00
Anderson, Sarah Ann Watson 2820 $11,250.00
Andrews, Dean C. 2391 $2,600.00
Arum, Barbara (b) 1564 $1,875.00
Associated Bank FBO Anton G. Stepanek 2198 $25,000.00
Revocable Trust *DISPUTED* *DISPUTED*
Astor, Michael a/c Fund Micky (b) 2423 $6,450.00
Ball, George J. (profit sharing trust) 0940 $9,300.00
Bank of America NT and SA *DISPUTED* 3329 $31,500.00
*DISPUTED*
Barnes Lee M. & James A. 0446 $7,796.58
Beazley, James W & Patricia Ann (b) 1791 $0.00
Begley, Sarah (a) 2910 $19,000.00
Bielun, John 2144 $9,700.00
Bingham, Carlton Reed TTEE Living Trust (B-1) 2068 $1,127.77
Bird, Ronald J. 3481 $1,300.00
Boeselagez, August C Von (b) 4385 $2,225.00
Bosworth, Charles F. Trust 2821 $22,000.00
</TABLE>
<PAGE>
EXHIBIT "D"
LIST OF
ALLOWED* PREPETITION SELLING DEBENTURE CLAIMS AS UNIFORMLY
CALCULATED BY THE TRUSTEE IN THE COMPROMISE PLAN (CLASS 5)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIMANT CLAIM # EXPLAN. CLAIM
NOTES AMOUNT
=========================================== =========== =========== ================
<S> <C> <C> <C>
Byrn, Jane M 3754 $0.00
Byrn, Jane M. 4481 B $2,025.00
Carter, Carla J. 1335 $1,050.00
Case Pomeroy & Co Pension Trust (b) 2806 $6,400.00
Cashman, Jim Co. Pension Plan (b) 1716 $4,200.00
Cashman, Jim Co. Profit Sharing Plan (a) 1716 $4,200.00
Charles Cole Memorial Hospital 2901 $13,000.00
Chestter & Robbins Money Purchase Pens Plan 3336 $7,000.00
Cincinnati Insurance Company 1698 $288,750.00
Conley, Jeannine W. (b) 2446 $440.00
Currier, Lavinia M. (b) 3472 $121,562.50
Currier, Michael S. (b) 3602 $112,125.00
Dablam Fund A. (b) 2784 $8,400.00
Dodge Corp 3335 $7,000.00
Douglas, Richard (b) 2430 $2,150.00
Ducommun, Wayne W. & Geraldine R. (d) 0554 $1,857.00
Ely, Elizabeth T. 2895 $10,000.00
Farrell Dist. Corp. Pension Plan a/c F8 (b) 2432 $8,600.00
Farrell Profit Sharing Plan a/c FA (b) 2431 $2,150.00
</TABLE>
2
<PAGE>
EXHIBIT "D"
LIST OF
ALLOWED* PREPETITION SELLING DEBENTURE CLAIMS AS UNIFORMLY
CALCULATED BY THE TRUSTEE IN THE COMPROMISE PLAN (CLASS 5)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIMANT CLAIM # EXPLAN. CLAIM
NOTES AMOUNT
=========================================== =========== =========== ================
<S> <C> <C> <C>
Fick, A. Wayne 1969 $4,854.10
First Hawaiian Bank 1067 $83,950.00
First Presbyterian Church of Stamford 2847 $1,800.00
Foster & Foster 1047 $4,464.50
Foster, Lawrence T. (b) 0893 B $6,710.00
Franklin Convertible Sec Fund 3364 $25,500.00
Fry, Eric J. (b) 2456 $2,205.00
Fry, Robert P. IRA (b) 2482 $0.00
Fuelship & Co., nom Zeneca Holdings Pens Trust 3061 B $111,938.00
Gannett Retirement Master Tr 3326 $80,770.00
Genasci, Donald B. Trust 2822 $9,500.00
Gerald Stein IRA 3331 $3,500.00
Goodman, John B. Jr. 4303 $0.00
Goodman Trust Fund 3342 $8,100.00
Grace Brothers, Ltd 3111 $42,443.00
Green, Melvin C. & Eleanor 2189 $6,150.00
Guy Warner Vaughan Rev. Liv TR 3330 $7,000.00
Hardy, Charles R. 1504 $1,075.00
Harper, Prudence O. 2800 $10,000.00
</TABLE>
3
<PAGE>
EXHIBIT "D"
LIST OF
ALLOWED* PREPETITION SELLING DEBENTURE CLAIMS AS UNIFORMLY
CALCULATED BY THE TRUSTEE IN THE COMPROMISE PLAN (CLASS 5)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIMANT CLAIM # EXPLAN. CLAIM
NOTES AMOUNT
=========================================== =========== =========== ================
<S> <C> <C> <C>
Haviland, Theodore 2nd Trust 2801 $9,500.00
Hedgepeth, Paul L. & Donna J. 3076 $975.00
Hemingway, Henry S. 1353 $5,362.50
Hennings, Donald A. Trustee (b) 0799 $66,000.00
Hensel, Margery F. Trust 2814 $3,395.00
Hexon Financial Services 3328 $73,500.00
Hibben Corp 3334 $3,500.00
Hilden, Kenneth & Isabel 1040 $0.00
ICI Amercas Pension Tr 3324 $128,000.00
Ingber, Howard L 2412 $6,549.50
Jensen, Brent I (b) 2256 $1,045.06
Jeude, William W. Guardian FBO Arthur R.
Nelson 2467 $6,500.00
Jeude, William W. Profit Sharing (b) 2475 $825.00
Johnson, Rollie 3555 $225.00
Kelleher, Dennis J 1803 $2,406.00
Key Trust Co. of Ohio, N.A. (b) None $30,987.00
*SETTLEMENT PENDING*
Kilborn, Peter T. 2881 $6,000.00
Langren, Donald E. & Jacqueline 1337 $3,650.00
</TABLE>
4
<PAGE>
EXHIBIT "D"
LIST OF
ALLOWED* PREPETITION SELLING DEBENTURE CLAIMS AS UNIFORMLY
CALCULATED BY THE TRUSTEE IN THE COMPROMISE PLAN (CLASS 5)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIMANT CLAIM # EXPLAN. CLAIM
NOTES AMOUNT
=========================================== =========== =========== ================
<S> <C> <C> <C>
Li-Cor, Inc. 0883 I $5,115.00
Lince Tr for Kathryn 2874 $6,150.00
Lince Trust for Sarah 2873 $6,150.00
Lince, Jean W. 2802 $14,600.00
Mandelbaum, Jill B. (b) 1926 $825.00
Marfuel, S. A. 2872 $10,000.00
Margol, Wilbur & Marilyn 3333 $3,500.00
Martin, Benjamin O. (b) *DISPUTED* 4118 $13,800.00
*DISPUTED*
Martin, Eleanor L. 1143 $2,350.00
McDonald, Willis IV. 2869 $9,625.00
Meyer, Sharon A (b) 1770 $9,725.00
Mitchell, Margaret & Thomas 2791 $4,000.00
Morgan, Saul 3332 $3,500.00
National Gardening Assoc. a/c NGA(b) 2429 $2,150.00
Nelson, Garnold S. & Margaret R 1027 $23,000.00
New Cycle Foundation (b) 3601 $156,500.00
Nutt, Paul R. 0513 $5,605.00
Nutt, Paul R. 3864 $0.00
</TABLE>
5
<PAGE>
EXHIBIT "D"
LIST OF
ALLOWED* PREPETITION SELLING DEBENTURE CLAIMS AS UNIFORMLY
CALCULATED BY THE TRUSTEE IN THE COMPROMISE PLAN (CLASS 5)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIMANT CLAIM # EXPLAN. CLAIM
NOTES AMOUNT
=========================================== =========== =========== ================
<S> <C> <C> <C>
Oliver, Andrew Jr. 2803 $10,000.00
Oliver, Louise V. Trust 2785 $9,500.00
Oregon Equity Fund 3321 $510,250.00
Peragrine Financial (b) 2428 $2,150.00
Peterson, Nancy 3544 $1,975.00
Pletscher, John N. & Jeanne G. 1033 $0.00
Pletscher, John N. & Jeanne G. (b) 3110 $2,700.00
Pletscher, Robert D. 0331 $1,946.92
Putney School (b) 4606 $26,187.50
Sacharuna Foundation (b) 3603 $156,500.00
Sage, Donald A. 1058 $2,850.00
Saif Corporation 3322 $528,000.00
Sawyer, Frank D. (Family Trust) (a) 0836 I $3,155.00
School, Potney (b) 2427 $26,187.50
Skowhegan School General Funds 1830 $33,250.00
Spelker, Steven W. 1678 $1,050.00
State of Delaware 4407 $0.00
State of Delaware - Pecks Management 4408 $360,843.75
State of Delaware Retirement 3323 B $128,000.00
</TABLE>
6
<PAGE>
EXHIBIT "D"
LIST OF
ALLOWED* PREPETITION SELLING DEBENTURE CLAIMS AS UNIFORMLY
CALCULATED BY THE TRUSTEE IN THE COMPROMISE PLAN (CLASS 5)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIMANT CLAIM # EXPLAN. CLAIM
NOTES AMOUNT
=========================================== =========== =========== ================
<S> <C> <C> <C>
Steele, Helen L. 2778 $10,250.00
Stiffel, Jules N. (b) 2812 $4,200.00
Stout, C. Fred, Jr. & Elizabeth F. (b) 1049 $700.00
Stout, C. Fred, Jr. & Elizabeth F. (b) 4066 $0.00
Straley, Kathy A. (b) 0911 $941.72
Stransky, John P. & JoAnn 2217 B $750.00
Sutherland, John C. (b) 0334 $10,650.00
Tapper, Mayer S. 0947 $11,000.00
Taylor, Russell C. 2039 $10,250.00
Thomas, Norman C. 4446 $955.13
Thompson, Elizabeth W. 2776 $16,400.00
Thomson, Elizabeth cust James L. Thomson 2775 $6,150.00
Thone, Harlan 4110 $1,470.00
Tubis, Harry & Celia (b) 2196 $825.00
U.S. Bank of Oregon Trustee Edna M. Avio 3613 $6,897.50
U.S. Bank of Oregon Trustee Walter A. Hummel 3616 $2,187.50
U.S. Bank of Oregon Trustee Gran Center for 3622 B $2,777.50
Study/Research
U.S. Bank of Oregon Trustee Custodian for 3623 $3,157.50
Corp. Catholic
</TABLE>
7
<PAGE>
EXHIBIT "D"
LIST OF
ALLOWED* PREPETITION SELLING DEBENTURE CLAIMS AS UNIFORMLY
CALCULATED BY THE TRUSTEE IN THE COMPROMISE PLAN (CLASS 5)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIMANT CLAIM # EXPLAN. CLAIM
NOTES AMOUNT
=========================================== =========== =========== ================
<S> <C> <C> <C>
U.S. Bank of Oregon Trustee Blount 3624 $1,015.00
Retirement Plan
U.S. Bank of Oregon Trustee Omark Indust. 3625 $1,960.00
Retirement Fund
U.S. Bank of Oregon Trustee Willamette 3627 H $7,521.25
University
U.S. Bank of Oregon in its Capacity as Trustee 3607 $2,365.00
for its Collective Small Funds - Small Comp.
Value Retirement Fund (a)
U.S. Bank of Oregon Trustee Oregon Comm.(a) 3611 $1,335.00
U.S. Bank of Oregon Trustee Funds Foundation 3615 $5,590.00
Equity Trust (a)
U.S. Bank of Oregon, Trustee W. Hawkins, M. 3631 $10,300.00
Jones et al, Jones Fd.
Van Fossen, James W. 3034 $0.00
Van Fossen & Clough, Inc. 4112 $975.00
Wachovia Bank of Georgia - Colonial Pipeline 2335 B $102,600.00
Company Retirement Plan
Wachovia Bank of Georgia - Southern Education 2336 $0.00
Foundation *DISPUTED* *DISPUTED*
Wachovia Bank of North Carolina - Blue Bell 2337 $74,500.00
Salaried Pension Plan
Wachovia Bank of North Carolina - Blue Bell 2339 $74,500.00
Savings
Warburg Pincus 2030 $53,900.00
</TABLE>
8
<PAGE>
EXHIBIT "D"
LIST OF
ALLOWED* PREPETITION SELLING DEBENTURE CLAIMS AS UNIFORMLY
CALCULATED BY THE TRUSTEE IN THE COMPROMISE PLAN (CLASS 5)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIMANT CLAIM # EXPLAN. CLAIM
NOTES AMOUNT
=========================================== =========== =========== ================
<S> <C> <C> <C>
Warburg Pincus 2031 $8,800.00
Warburg Pincus 2032 $18,800.00
Warburg Pincus 2033 $159,375.00
Warburg, Pincus 2029 $7,800.00
Warner, Virginia a/c 27706 (b) 2424 $21,500.00
Watson, Gavin W. 2805 $10,000.00
Watson, Richard 2804 $10,000.00
Whitehouse, Carol C. 1957 $8,854.00
Willtrust, a partnership 2978 $34,243.96
Wilmington Trust Company (Trustee) (c) 4515 $2,150.00
Winner, Jacqueline A. 3548 $200.00
Woodrow, Mary 3036 $2,120.00
Woody, Bernard L. (b) 2723 $654.00
Woolstoncroft, Dean C. & Jeanette (b) 2586 $617.50
Wright, Catherine D. (b) 0487 $7,927.25
Yale Converts/Froley Revy (a) 3327 $792,500.00
Yoder, Earl M. (a) 3135 $0.00
Yoder, Earl M. (a) 4582 $13,000.00
Young, James F. & Susan A. 1237 $1,320.00
</TABLE>
9
<PAGE>
EXHIBIT "D"
LIST OF
ALLOWED* PREPETITION SELLING DEBENTURE CLAIMS AS UNIFORMLY
CALCULATED BY THE TRUSTEE IN THE COMPROMISE PLAN (CLASS 5)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIMANT CLAIM # EXPLAN. CLAIM
NOTES AMOUNT
=========================================== =========== =========== ================
<S> <C> <C> <C>
Youngman, Bruce (b) 0909 $17,300.00
---------------
TOTAL: $5,362,101.49
================
</TABLE>
- -------------------------------------------
A Claim has been assigned to Access Capital.
B Claim has been assigned to Argo Partners.
C Claim has been assigned to Comac International NV
D Claim has been assigned to Debt Acquisition Company of America
E Claim has been assigned to Comac Partners LPE
F Claim has been assigned to Riverside Contracting Corporation
G Claim has been assigned to Credit Research
H Claim has been assigned to KIA Factors
I Claim has been assigned to BP Investment Recovery Partners
J Claim has been assigned to NationsBanc Montgomery Securities
10
EXHIBIT "E"
LIST OF
ALLOWED* POST-PETITION SELLING DEBENTURE CLAIMS AS UNIFORMLY
CALCULATED BY THE TRUSTEE AND ALLOWED (LIMITED) (CLASS 6) IN THE PLAN
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIMANT CLAIM EXPLAN. COLUMN 1 COLUMN 2
NO. NOTES ORIGINAL ALLOWED
CLAIM CLAIM
AMOUNT AS AMOUNT
UNIFORMLY (70% OF
CALCULATED ORIGINAL
BY TRUSTEE CLAIM
AMOUNT)
=======================================================================================================
<S> <C> <C> <C>
Adair County Mutual Insurance Assoc. 0964 $6,740.00 $4,718.00
Adams, Florence (Trust) (b) 2898 $17,925.00 $12,547.50
Adams, Florence T. (Trust) Byron Taggert 2914 $28,725.00 $20,107.50
Adams, Thomas S. (b) 2913 $9,550.00 $6,685.00
Aggressive Industries, Inc. 0900 $37,762.00 $26,433.40
AIM - Risk Retention 3443 $0.00 $0.00
Akins, Donovan C. 1007 $7,727.00 $5,408.90
Akins, James E. (b) 0844 $22,802.00 $15,961.40
Akins, Thomas A. (b) 0840 $26,107.00 $18,274.90
Aldrich (Marvin), Nancy K. 0988 $31,850.00 $22,295.00
Alterman, Sharen C/F Alterman, Aaron R. 3054 I $7,937.50 $5,556.25
Alterman, Sharen C/F Alterman, Edward P. 3055 I $7,937.50 $5,556.25
Anderson, C. David 2583 I $2,830.00 $1,981.00
Anderson, Ellwood C. 2088 $0.00 $0.00
Anderson, Frank Dr. 1177 $8,812.50 $6,168.75
Anderson, G.W. 0263 $0.00 $0.00
Anderson, G.W. (b) 0867 $91,125.00 $63,787.50
Anderson, Julianne F 1811 $17,915.96 $12,541.17
Anderson, Natalie 1528 $6,005.70 $4,203.99
</TABLE>
<PAGE>
EXHIBIT "E"
LIST OF
ALLOWED* POST-PETITION SELLING DEBENTURE CLAIMS AS UNIFORMLY
CALCULATED BY THE TRUSTEE AND ALLOWED (LIMITED) (CLASS 6) IN THE PLAN
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIMANT CLAIM EXPLAN. COLUMN 1 COLUMN 2
NO. NOTES ORIGINAL ALLOWED
CLAIM CLAIM
AMOUNT AS AMOUNT
UNIFORMLY (70% OF
CALCULATED ORIGINAL
BY TRUSTEE CLAIM
AMOUNT)
=======================================================================================================
<S> <C> <C> <C>
Arnold, Svetlana S. & Edward 2595 $4,262.50 $2,983.75
Arthur, David L. 2727 $3,592.35 $2,514.65
Arthurs, Dana L. 0879 $18,882.50 $13,217.75
Astel, William J. & Jean M. 1889 $4,383.38 $3,068.37
Atkinson, James F. 1088 $14,025.00 $9,817.50
Atkinson, Joyce E. 0880 $77,125.00 $53,987.50
Atkinson, Linda J. (Family Trust) 1086 $14,025.00 $9,817.50
Austin, Glen 2109 $965.00 $675.50
Bacher, Constance 4082 $2,403.00 $1,682.10
Bahlman, Jean 2912 $11,325.00 $7,927.50
Bailey Family TR G William Bailey 3790 H $6,067.13 $4,246.99
Bailey, William A 1581 $9,662.50 $6,763.75
Baker, Joseph (b) 2194 $2,225.00 $1,557.50
Balch, Henry H 2911 $13,775.00 $9,642.50
Bamat, William N. & Barbara L. 3026 $4,262.50 $2,983.75
Barth, Theodore H Foundation a/c #7214 3265 $13,812.50 $9,668.75
Beasley, Robin E. 3250 $0.00 $0.00
Beavers, Judith S. 2461 $8,254.50 $5,778.15
</TABLE>
2
<PAGE>
EXHIBIT "E"
LIST OF
ALLOWED* POST-PETITION SELLING DEBENTURE CLAIMS AS UNIFORMLY
CALCULATED BY THE TRUSTEE AND ALLOWED (LIMITED) (CLASS 6) IN THE PLAN
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIMANT CLAIM EXPLAN. COLUMN 1 COLUMN 2
NO. NOTES ORIGINAL ALLOWED
CLAIM CLAIM
AMOUNT AS AMOUNT
UNIFORMLY (70% OF
CALCULATED ORIGINAL
BY TRUSTEE CLAIM
AMOUNT)
=======================================================================================================
<S> <C> <C> <C>
Beavers, Judith Sperry 2460 $13,827.00 $9,678.90
Begley, Sarah (b) 2910 $14,375.00 $10,062.50
Bender, Robert B. 3851 I $20,700.00 $14,490.00
Biederman, Fred 3998 $3,720.00 $2,604.00
Biederman, Lois 3997 $4,960.00 $3,472.00
Bingham, Carlton Reed IRA (b) 2069 $64,764.89 $45,335.42
Bingham, Carlton Reed TTEE Living Trust 2068 $134,491.30 $94,143.91
(B-2)
Blackburn, Ronald D. 1642 $3,020.00 $2,114.00
Blanchard, Robert L. & Beth 0937 $8,739.00 $6,117.30
Blessed Trinity Generalate 2909 $23,875.00 $16,712.50
Bohemian Mutual Ins. Ass'n. 0927 $4,400.00 $3,080.00
Bolten, Marjorie (b) 0507 $2,733.00 $1,913.10
Bolten, Marjorie R. 0508 $2,730.00 $1,911.00
Bolten, Marjorie R. (b) 0504 $2,778.00 $1,944.60
Bolten, Steven 0503 $4,045.00 $2,831.50
Bolten, Steven (b) 0505 $4,084.18 $2,858.93
Bolten, Steven (b) 0509 $3,005.00 $2,103.50
Boock, Howard & Geraldine L 2262 $0.00 $0.00
</TABLE>
3
<PAGE>
EXHIBIT "E"
LIST OF
ALLOWED* POST-PETITION SELLING DEBENTURE CLAIMS AS UNIFORMLY
CALCULATED BY THE TRUSTEE AND ALLOWED (LIMITED) (CLASS 6) IN THE PLAN
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIMANT CLAIM EXPLAN. COLUMN 1 COLUMN 2
NO. NOTES ORIGINAL ALLOWED
CLAIM CLAIM
AMOUNT AS AMOUNT
UNIFORMLY (70% OF
CALCULATED ORIGINAL
BY TRUSTEE CLAIM
AMOUNT)
=======================================================================================================
<S> <C> <C> <C>
Braun, Verlun & Maxine 3254 $5,914.07 $4,139.85
Buck, Dorryl 4046 $120.00 $84.00
Buckley, Eileen S. 2908 $36,700.00 $25,690.00
Buksa, Andrew J. 1815 $4,280.89 $2,996.62
Bull, David S. & Annie L. 1913 $0.00 $0.00
Bull, David S. & Annie L.(Revised) 3575 $46,200.00 $32,340.00
Burken, Patricia 1228 $7,802.35 $5,461.65
Buterman, Ellen 1923 $0.00 $0.00
Campbell, Ian W. 2865 $4,775.00 $3,342.50
Campbell, Ross L JR 2864 $4,775.00 $3,342.50
Carlson, Arnold & Donna 1280 $9,650.00 $6,755.00
Carr, Leanna L. 3547 $3,040.00 $2,128.00
Carr, Melvin A. (a) 1139 $2,760.00 $1,932.00
Cataldo, Beverly R. (IRA) (b) *DISPUTED* 3503 $0.00 $0.00
*DISPUTED*
Cataldo, Brent (IRA) (b) *DISPUTED* 3508 $0.00 $0.00
*DISPUTED*
Cataldo, Brian (IRA) (b) *DISPUTED* 3507 $0.00 $0.00
*DISPUTED*
</TABLE>
4
<PAGE>
EXHIBIT "E"
LIST OF
ALLOWED* POST-PETITION SELLING DEBENTURE CLAIMS AS UNIFORMLY
CALCULATED BY THE TRUSTEE AND ALLOWED (LIMITED) (CLASS 6) IN THE PLAN
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIMANT CLAIM EXPLAN. COLUMN 1 COLUMN 2
NO. NOTES ORIGINAL ALLOWED
CLAIM CLAIM
AMOUNT AS AMOUNT
UNIFORMLY (70% OF
CALCULATED ORIGINAL
BY TRUSTEE CLAIM
AMOUNT)
=======================================================================================================
<S> <C> <C> <C>
Cataldo, Dean Custodian for Brent Cataldo 3499 $0.00 $0.00
*DISPUTED* *DISPUTED*
Cataldo, Dean Custodian for Brian Cataldo 3500 $0.00 $0.00
*DISPUTED* *DISPUTED*
Cataldo, Dean Custodian for Kristine 3501 $157.00 $109.90
Cataldo, Dean (IRA) (c) *DISPUTED* 3506 $0.00 $0.00
*DISPUTED*
Cataldo, Don B. (b) 3504 $0.00 $0.00
Cataldo, Kristine R. (IRA) (b) *DISPUTED* 3505 $0.00 $0.00
*DISPUTED*
Chabot Trust, fbo Chabot, Rodney T. (b) 2840 $6,250.00 $4,375.00
Chandler, Lawrence F. Jr. Partnership (a) 1295 $1.00 $0.70
Chandler, Lawrence F. Jr. Partnership (b) 1295 $5,775.00 $4,042.50
Chandler, Lawrence F. (Trust) (a) 1296 $0.00 $0.00
*DISPUTED* *DISPUTED*
Chandler, Lawrence F. (Trust) (b) 1296 $0.00 $0.00
*DISPUTED* *DISPUTED*
Chase, Nancy (Trust) 2903 $11,325.00 $7,927.50
Chesnutt, John L. & Arlys R. 0408 $9,605.00 $6,723.50
Ciurej, Victor N. (b) 2514 $0.00 $0.00
Clark, Linda T. 4168 $15,463.50 $10,824.45
</TABLE>
5
<PAGE>
EXHIBIT "E"
LIST OF
ALLOWED* POST-PETITION SELLING DEBENTURE CLAIMS AS UNIFORMLY
CALCULATED BY THE TRUSTEE AND ALLOWED (LIMITED) (CLASS 6) IN THE PLAN
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIMANT CLAIM EXPLAN. COLUMN 1 COLUMN 2
NO. NOTES ORIGINAL ALLOWED
CLAIM CLAIM
AMOUNT AS AMOUNT
UNIFORMLY (70% OF
CALCULATED ORIGINAL
BY TRUSTEE CLAIM
AMOUNT)
=======================================================================================================
<S> <C> <C> <C>
Clawson, John A. 4600 $0.00 $0.00
Close, Bettine M. Co., a partnership 2839 $9,800.00 $6,860.00
Close, William T. & Co, a partnership 2838 $9,800.00 $6,860.00
Cole, Faith Goddard 2900 $18,300.00 $12,810.00
Connor, Tom 2322 H $172,551.00 $120,785.70
Cortes, Jane Goss 2899 $18,937.50 $13,256.25
Cowman, James L. & Betty A. (b) 0876 $0.00 $0.00
Cox, Charles S 3810 $12,206.33 $8,544.43
Crockett, J. Richard & Marcia S. (b) 3109 $12,187.01 $8,530.91
Dahlin, Sandra M. 1162 $10,255.02 $7,178.51
Davenport, Laurie (b) 2689 $11,330.76 $7,931.53
David Bear, Inc. Employee Profit Sharing T3855 $525.00 $367.50
Davis, Eugene L & Shari L 1560 $0.00 $0.00
Davis, Lawrence A. 3480 $3.50 $2.45
Davis, Paul 3988 B $3,417.67 $2,392.37
Dennis, Kernan R. 4219 $14,669.10 $10,268.37
Deuries, Katherine A/C #091358 (b) 3262 $15,975.00 $11,182.50
Dillard, Sue S. (b) 2845 $13,725.00 $9,607.50
</TABLE>
6
<PAGE>
EXHIBIT "E"
LIST OF
ALLOWED* POST-PETITION SELLING DEBENTURE CLAIMS AS UNIFORMLY
CALCULATED BY THE TRUSTEE AND ALLOWED (LIMITED) (CLASS 6) IN THE PLAN
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIMANT CLAIM EXPLAN. COLUMN 1 COLUMN 2
NO. NOTES ORIGINAL ALLOWED
CLAIM CLAIM
AMOUNT AS AMOUNT
UNIFORMLY (70% OF
CALCULATED ORIGINAL
BY TRUSTEE CLAIM
AMOUNT)
=======================================================================================================
<S> <C> <C> <C>
Dobbins, Francis J. 4439 $0.00 $0.00
Donaldson, A. L. & Donna (b) 4393 $2,922.95 $2,046.07
Donaldson, Alexander & Donna 1266 $0.00 $0.00
Dorfman, Caryl T (b) 2199 $3,837.50 $2,686.25
Douglas, Donald R. 4266 $0.00 $0.00
Dwight C. Johnston Estate 0690 B $4,400.00 $3,080.00
Dyer, Donald H. 0997 $6,875.00 $4,812.50
Ecklund, Allen E. 1215 $3,496.80 $2,447.76
Ecklund, Allen TTEE Allen Ecklund PS Plan 1212 $5,828.00 $4,079.60
Ecklund, Janice 1213 $3,496.80 $2,447.76
Edwards, Elizabeth Rader 4300 $3,892.00 $2,724.40
Elite Group Income Fund 1738 J $197,705.33 $138,393.73
Elkin, Ronald B. & Nancy 4315 I $15,375.00 $10,762.50
Elling, Katheryn (b) 3496 $0.00 $0.00
Elling, Marjorie W. (b) 3494 $0.00 $0.00
Elliott, Eileen M. 0866 $505.00 $353.50
Ellison, Richard P. 0989 I $60,625.00 $42,437.50
Emery, Joy Sperry 2844 $9,200.00 $6,440.00
</TABLE>
7
<PAGE>
EXHIBIT "E"
LIST OF
ALLOWED* POST-PETITION SELLING DEBENTURE CLAIMS AS UNIFORMLY
CALCULATED BY THE TRUSTEE AND ALLOWED (LIMITED) (CLASS 6) IN THE PLAN
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIMANT CLAIM EXPLAN. COLUMN 1 COLUMN 2
NO. NOTES ORIGINAL ALLOWED
CLAIM CLAIM
AMOUNT AS AMOUNT
UNIFORMLY (70% OF
CALCULATED ORIGINAL
BY TRUSTEE CLAIM
AMOUNT)
=======================================================================================================
<S> <C> <C> <C>
Epstein, Phyllis Ruth (b) 2894 $22,875.00 $16,012.50
Erskine, Barbara (b) 2893 $23,875.00 $16,712.50
Faegre, Charles B 3822 $7,800.00 $5,460.00
Family Practice Clinic PC Pro Sharing 1452 I $2,200.00 $1,540.00
Family Practice Clinic Pro Sharing 3755 $0.00 $0.00
Farley, William H & Mary E. 1755 $17,275.00 $12,092.50
Farmer, Rhonda 1182 $2,591.58 $1,814.11
Farmers Mutual Ins Assn 2392 $13,987.50 $9,791.25
Fassino, Edward (a) 2025 $82,050.94 $57,435.66
Fassino, Edward (b) 2025 $28,802.00 $20,161.40
Felmont Oil Corp Pension Trust (b) 2807 $44,100.00 $30,870.00
Fertiservice, Ranco 1294 $0.00 $0.00
Fisk, Newton (b) 1922 $16,557.68 $11,590.38
Five C's Properties Inc 2321 H $183,810.00 $128,667.00
Foster, Lawrence T. & Diana K. 0892 B $2,885.20 $2,019.64
Foster, Robert C. FBO Megan Foster 0974 B $3,729.50 $2,610.65
Foster, Robert C. FBO Megan Foster 976 $0.00 $0.00
Foster, Robert C. (Trustee) 0442 B $7,642.00 $5,349.40
</TABLE>
8
<PAGE>
EXHIBIT "E"
LIST OF
ALLOWED* POST-PETITION SELLING DEBENTURE CLAIMS AS UNIFORMLY
CALCULATED BY THE TRUSTEE AND ALLOWED (LIMITED) (CLASS 6) IN THE PLAN
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIMANT CLAIM EXPLAN. COLUMN 1 COLUMN 2
NO. NOTES ORIGINAL ALLOWED
CLAIM CLAIM
AMOUNT AS AMOUNT
UNIFORMLY (70% OF
CALCULATED ORIGINAL
BY TRUSTEE CLAIM
AMOUNT)
=======================================================================================================
<S> <C> <C> <C>
Frink, Stevens D. 3107 $26,146.85 $18,302.80
Frizell, Bernard Rev Tr 2759 $46,306.76 $32,414.73
Fry, Robert P. Trustee a Prof. Corp. 2753 $168,789.66 $118,152.76
Empl PP (b)
Fry, Robert P. Trustee fbo Joseph 2484 $0.00 $0.00
Saylin (b)
Fulton, Wilbur L. & Virginia L. (b) 3285 $25,307.45 $17,715.22
Gaffney, Joseph M. 3571 $10,745.75 $7,522.03
Gagner, Lawrence J. 1039 $682.00 $477.40
Gardner, Bruce R. 4215 $0.00 $0.00
Gardner, Bruce R. 4252 $17,404.00 $12,182.80
Garff, Maxine 0265 $0.00 $0.00
Garff, Maxine R. 1366 I $0.00 $0.00
Garff, Maxine R. 4604 $16,722.75 $11,705.93
Gatchel, Barbara (b) 3492 $0.00 $0.00
Gebbers Farms, Inc. *DISPUTED* 4176 $0.00 $0.00
*DISPUTED*
German Mutual Insurance Association 3040 $4,400.00 $3,080.00
Gibbons, Glen G. & Elsie L. 1163 $5,452.85 $3,817.00
Giese, James A II (b) 2415 $9,094.55 $6,366.19
Gillam, JoAnn (IRA) (b) 3489 $0.00 $0.00
</TABLE>
9
<PAGE>
EXHIBIT "E"
LIST OF
ALLOWED* POST-PETITION SELLING DEBENTURE CLAIMS AS UNIFORMLY
CALCULATED BY THE TRUSTEE AND ALLOWED (LIMITED) (CLASS 6) IN THE PLAN
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIMANT CLAIM EXPLAN. COLUMN 1 COLUMN 2
NO. NOTES ORIGINAL ALLOWED
CLAIM CLAIM
AMOUNT AS AMOUNT
UNIFORMLY (70% OF
CALCULATED ORIGINAL
BY TRUSTEE CLAIM
AMOUNT)
=======================================================================================================
<S> <C> <C> <C>
Godshalk, Ernest L. (Trust) 2892 $19,100.00 $13,370.00
Goertzen, Donald L. 2656 I $3,640.00 $2,548.00
Goertzen, Wanda J. 2657 I $3,640.00 $2,548.00
Goldman, Stuart O. 1951 $3,750.00 $2,625.00
Goldstein, Miriam 2836 $9,100.00 $6,370.00
Goss, Ralph H. (Trust) 2889 $23,600.00 $16,520.00
Gower, Jim H & Cheryl M 4117 $0.00 $0.00
Gragg, John B. TTEE 1234 $0.00 $0.00
Graham, Miriam B. 2888 $9,150.00 $6,405.00
Grantor Trust fbo Winters, Elizabeth 2797 $9,325.00 $6,527.50
Greenwood, Harold R. 1961 $5,302.35 $3,711.65
Gromer, Virginia C. (b) 4378 $44,107.44 $30,875.21
Grosjean, Maria E. 2886 $9,150.00 $6,405.00
Haines, Richard S. 4271 $0.00 $0.00
Hamilton, Douglas & Deranleau, Nancy (c) 3393 $156.25 $109.38
Hamilton, Robert W. Estate of 1758 $9,553.38 $6,687.37
Hanna, Everett Louis & Kay F. 0992 $6,054.24 $4,237.97
Hanna, Joseph M. 0870 $2,905.70 $2,033.99
</TABLE>
10
<PAGE>
EXHIBIT "E"
LIST OF
ALLOWED* POST-PETITION SELLING DEBENTURE CLAIMS AS UNIFORMLY
CALCULATED BY THE TRUSTEE AND ALLOWED (LIMITED) (CLASS 6) IN THE PLAN
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIMANT CLAIM EXPLAN. COLUMN 1 COLUMN 2
NO. NOTES ORIGINAL ALLOWED
CLAIM CLAIM
AMOUNT AS AMOUNT
UNIFORMLY (70% OF
CALCULATED ORIGINAL
BY TRUSTEE CLAIM
AMOUNT)
=======================================================================================================
<S> <C> <C> <C>
Hannaford, Jule M. III TR Bakewell, 1594 $46,375.00 $32,462.50
Barbara B. & Hannaford, Julie M. IV &
Hannaford, John L.
Hansen, Cande L. 3540 $5,190.00 $3,633.00
Hansen, Jack L. 3541 $5,190.00 $3,633.00
Hansen, Jerry (a) 3096 $0.00 $0.00
HAP Pension Plan a/c #4P00420-02 (a) 3270 $25,125.00 $17,587.50
Harding, Roger J. a/c#42051 (a) 3263 $8,812.50 $6,168.75
Harris, Marcia W. 2736 $0.00 $0.00
Harris, Marcia W. 2739 I $18,200.00 $12,740.00
Hart, R. Augustus (Custodian) 3103 $8,144.90 $5,701.43
Harvey, Bruce F. E. 2835 $23,000.00 $16,100.00
Hassan, Estella Williams 2885 $14,325.00 $10,027.50
Hatch, Frederick T. 0314 $5,184.00 $3,628.80
Healey, Jeanne C 1857 $31,288.91 $21,902.24
Hellgate Construction Co. Inc. Profit 0969 $0.00 $0.00
Sharing
Hellgate Construction Co. Inc. Profit 1001 $319,492.50 $223,644.75
Sharing
Hellums, Virden A. (b) 2973 B, I $2,932.50 $2,052.75
Helm, Glora Bee (a) 3261 $1,125.00 $787.50
Helm, Glora Bee a/c #506346 (a) 3273 $0.00 $0.00
</TABLE>
11
<PAGE>
EXHIBIT "E"
LIST OF
ALLOWED* POST-PETITION SELLING DEBENTURE CLAIMS AS UNIFORMLY
CALCULATED BY THE TRUSTEE AND ALLOWED (LIMITED) (CLASS 6) IN THE PLAN
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIMANT CLAIM EXPLAN. COLUMN 1 COLUMN 2
NO. NOTES ORIGINAL ALLOWED
CLAIM CLAIM
AMOUNT AS AMOUNT
UNIFORMLY (70% OF
CALCULATED ORIGINAL
BY TRUSTEE CLAIM
AMOUNT)
=======================================================================================================
<S> <C> <C> <C>
Helms, Ernest G. *DISPUTED* 367 $6,302.85 $4,412.00
*DISPUTED*
Hempel, John Dans (b) 2233 $0.00 $0.00
Hengesbach, Jon V. (Trustee) 0340 $5,752.85 $4,027.00
Henk, Randolph P. 1029 $279.50 $195.65
Henke, Florence F. Testamentary Trust 1483 $7,052.50 $4,936.75
Henke, Harry, Jr., Estate of 1484 $6,510.00 $4,557.00
Hennings, Janice (Gilbertson) (b) 0869 $12,261.25 $8,582.88
Henschen, Carol M. 1178 $11,000.00 $7,700.00
Henschen, Carol M. 1179 $5,500.00 $3,850.00
Henschen, Herbert Jr. 1180 $5,500.00 $3,850.00
Heuer, Elmer O 1582 $11,054.50 $7,738.15
Hill, Gordon C. *DISPUTED* 4225 $5,062.00 $3,543.40
*DISPUTED*
Hills, David E c/p Emery Crawford Hills 2122 $2,223.60 $1,556.52
Hills, David E. cust Dana Hills 2013 $1,743.20 $1,220.24
Hills, David E. cust Lauren Hills 2014 $2,243.60 $1,570.52
Hitchcock, Howard S. 1946 $0.00 $0.00
Holbrook, Alan R. 3255 $5,479.70 $3,835.79
</TABLE>
12
<PAGE>
EXHIBIT "E"
LIST OF
ALLOWED* POST-PETITION SELLING DEBENTURE CLAIMS AS UNIFORMLY
CALCULATED BY THE TRUSTEE AND ALLOWED (LIMITED) (CLASS 6) IN THE PLAN
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIMANT CLAIM EXPLAN. COLUMN 1 COLUMN 2
NO. NOTES ORIGINAL ALLOWED
CLAIM CLAIM
AMOUNT AS AMOUNT
UNIFORMLY (70% OF
CALCULATED ORIGINAL
BY TRUSTEE CLAIM
AMOUNT)
=======================================================================================================
<S> <C> <C> <C>
Hollybrook & Co 1600 $172,500.00 $120,750.00
Holmes, Charles B. 0881 $1,500.00 $1,050.00
Honke, Joe & Georgene M. 1041 $6,841.14 $4,788.80
Huber, Richard M. 2884 $9,603.85 $6,722.70
Humboldt Mutual Insurance Assn. 1094 $4,400.00 $3,080.00
Ingersoll, Richard C. 4127 $9,450.00 $6,615.00
Iowa Valley Mutual Insurance Assoc. 0898 $4,400.00 $3,080.00
Isbell, David J. 1914 $0.00 $0.00
Isenberg, Marshall N. 0451 $7,254.50 $5,078.15
Jackson, C. L. (a) 3260 $44,825.00 $31,377.50
Jacob, Carl B 2882 $13,725.00 $9,607.50
Jacobs, Donald L. (b) 0739 $8,074.27 $5,651.99
Jellison, Edward W. & Cynthia R. 0453 B $2,404.00 $1,682.80
Jennings, Carolyn H. 1960 $9,625.00 $6,737.50
Jensen, Delbert, Christy & Ardis 1034 $5,450.00 $3,815.00
Johnson, Bonnie L. 3991 $0.00 $0.00
Johnson, Bonnie L. (c) *DISPUTED* 3526 $0.00 $0.00
*DISPUTED*
</TABLE>
13
<PAGE>
EXHIBIT "E"
LIST OF
ALLOWED* POST-PETITION SELLING DEBENTURE CLAIMS AS UNIFORMLY
CALCULATED BY THE TRUSTEE AND ALLOWED (LIMITED) (CLASS 6) IN THE PLAN
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIMANT CLAIM EXPLAN. COLUMN 1 COLUMN 2
NO. NOTES ORIGINAL ALLOWED
CLAIM CLAIM
AMOUNT AS AMOUNT
UNIFORMLY (70% OF
CALCULATED ORIGINAL
BY TRUSTEE CLAIM
AMOUNT)
=======================================================================================================
<S> <C> <C> <C>
Johnson, Bonnie L. (IRA) (b) *DISPUTED* 3525 $0.00 $0.00
*DISPUTED*
Johnson, Paul G. & Joyce C. JT TEN 1293 $6,387.50 $4,471.25
Johnson, Richard & Shirley (b) 1592 $2,558.00 $1,790.60
Johnston, Ralph W. & Thelma C. 1037 $0.00 $0.00
JRH-3 (b) 2843 $9,800.00 $6,860.00
Jungels, Elmer 3542 $4,762.50 $3,333.75
Katter, Gloria J. (c) 3434 $0.00 $0.00
Kelsey, Roy E. & Elsie L. 0923 $9,362.50 $6,553.75
Kerr, James J. 1315 $1,704.65 $1,193.26
Kerr, James J. & Patricia K. 1314 B, I $2,820.00 $1,974.00
Kerr, Patricia K. 1313 $1,707.15 $1,195.01
Kessler, Charles & Ellen (b) 1113 $3,849.00 $2,694.30
Key Trust Co. of Ohio N.A. (c) None $52,756.50 $36,929.55
King, Harold G.S. & Lydia R. Botham 1187 $18,800.00 $13,160.00
Kinley, Elizabeth W. 1207 $9,719.43 $6,803.60
Kirby, Deborah A. (Family Tr) 1089 $14,025.00 $9,817.50
Klein, Samuel S & Harriett R Jt Ten 2394 I $19,300.00 $13,510.00
Kleinlein, Evelyn R. (b) 3432 $2,312.50 $1,618.75
</TABLE>
14
<PAGE>
EXHIBIT "E"
LIST OF
ALLOWED* POST-PETITION SELLING DEBENTURE CLAIMS AS UNIFORMLY
CALCULATED BY THE TRUSTEE AND ALLOWED (LIMITED) (CLASS 6) IN THE PLAN
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIMANT CLAIM EXPLAN. COLUMN 1 COLUMN 2
NO. NOTES ORIGINAL ALLOWED
CLAIM CLAIM
AMOUNT AS AMOUNT
UNIFORMLY (70% OF
CALCULATED ORIGINAL
BY TRUSTEE CLAIM
AMOUNT)
=======================================================================================================
<S> <C> <C> <C>
Kleinlein, Lillian (Estate) (b) 3433 $2,312.50 $1,618.75
Koontz, Gerry & Carolyn 3253 $5,318.76 $3,723.13
Krehbiel, Stan 3550 H $18,150.00 $12,705.00
Kronenberg, Vivian P. 0847 $78,500.00 $54,950.00
Lake Penland Corp. 2130 $0.00 $0.00
Lakeland Development Corp. 1030 I $117,058.55 $81,940.99
Landes, Mary Jane 2833 $9,800.00 $6,860.00
Lankes, Mary Elizabeth & Richard 1347 $229.50 $160.65
Larsen, Robert P. & Lorna A.(b) *DISPUTED*4618 $8,874.00 $6,211.80
*DISPUTED*
Lazere, Barbara & Arthur B. 0882 $24,312.50 $17,018.75
Lednicky, Forrest E & Joanne W 1626 $0.00 $0.00
Leifson, Everett T. Revocable Trust 1253 $0.00 $0.00
Leifson, Norma B. Revocable Trust 1244 $0.00 $0.00
Leistad, Arlene (c) 3427 $0.00 $0.00
Levy, Abraham H. & Mildred 2119 $0.00 $0.00
Licaria, James P. & Jeanne C. 2539 I $2,762.00 $1,933.40
Lillibridge, Jane 2860 $9,800.00 $6,860.00
Lowrey, George H. 2832 $18,450.00 $12,915.00
</TABLE>
15
<PAGE>
EXHIBIT "E"
LIST OF
ALLOWED* POST-PETITION SELLING DEBENTURE CLAIMS AS UNIFORMLY
CALCULATED BY THE TRUSTEE AND ALLOWED (LIMITED) (CLASS 6) IN THE PLAN
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIMANT CLAIM EXPLAN. COLUMN 1 COLUMN 2
NO. NOTES ORIGINAL ALLOWED
CLAIM CLAIM
AMOUNT AS AMOUNT
UNIFORMLY (70% OF
CALCULATED ORIGINAL
BY TRUSTEE CLAIM
AMOUNT)
=======================================================================================================
<S> <C> <C> <C>
MacDonald, John W & Jeanne M 0994 $947.50 $663.25
MacDonald, John W. & Jeanne M. 2368 $0.00 $0.00
Mamis, Nancy B. 4536 $29,987.68 $20,991.38
Mandelbaum, Norman B. (b) 1927 $7,625.00 $5,337.50
Manzana Bros. LTD. 2379 H $49,182.50 $34,427.75
Manzana Bros., LTD. 2324 $0.00 $0.00
Marshall Theatre Corp. 1258 $9,375.00 $6,562.50
Master, Nancy 2871 $8,850.00 $6,195.00
May, W.H. Jr. & Hennings, D.A. (b) 1087 $43,062.50 $30,143.75
McAteer, Irene M. (Estate of) 1285 $0.00 $0.00
McAteer, Irene M. (Estate of) 2112 $10,100.00 $7,070.00
McCarthy, Noel 3372 $4,879.00 $3,415.30
McCarthy, Richard F. (b) 0798 $14,277.50 $9,994.25
McConadrie, John Jr. (b) 2729 $1,119.32 $783.52
McCune, DanielleTTEE 1274 $3,024.99 $2,117.49
McGowan, William G. Charitable Fund 3274 $0.00 $0.00
Inc. (a)
McLachlan, Suzanne (Chabot Trust) 2904 $13,675.00 $9,572.50
McLean, Robert G. 3919 $3,825.00 $2,677.50
</TABLE>
16
<PAGE>
EXHIBIT "E"
LIST OF
ALLOWED* POST-PETITION SELLING DEBENTURE CLAIMS AS UNIFORMLY
CALCULATED BY THE TRUSTEE AND ALLOWED (LIMITED) (CLASS 6) IN THE PLAN
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIMANT CLAIM EXPLAN. COLUMN 1 COLUMN 2
NO. NOTES ORIGINAL ALLOWED
CLAIM CLAIM
AMOUNT AS AMOUNT
UNIFORMLY (70% OF
CALCULATED ORIGINAL
BY TRUSTEE CLAIM
AMOUNT)
=======================================================================================================
<S> <C> <C> <C>
Mercer-McFadden, Carolyn 1971 $3,632.00 $2,542.40
Mitchell, Gregory J. (b) 2166 $0.00 $0.00
Mitchell, Susan D. 2167 $0.00 $0.00
Mitler Trust fbo Jerome D. Ross 2795 $24,052.85 $16,837.00
Mitler Trust fbo Ross, Burt 2841 $24,052.85 $16,837.00
Moffett, Anne L. 2859 $9,800.00 $6,860.00
Moody, Patricia 2790 $9,150.00 $6,405.00
Moody, Sidney C. 2789 $19,100.00 $13,370.00
Moore Trust fbo Alexander D. Close 2858 $9,800.00 $6,860.00
Moore Trust fbo Jessie Close 2856 $9,800.00 $6,860.00
Moore Trust fbo Tina (Scott) Close 2857 $9,800.00 $6,860.00
Morley, Ruth 2788 $0.00 $0.00
Morley, Ruth F. O. 3972 $23,875.00 $16,712.50
Morris, George A. 2323 $0.00 $0.00
Morris, George A. 2585 H $24,682.50 $17,277.75
Mortensen, Clark A. 2501 $0.00 $0.00
Mortensen, Danny B. 2488 $0.00 $0.00
Moskin, J. Robert Trust u/w Morris Moskin 2855 $38,300.00 $26,810.00
</TABLE>
17
<PAGE>
EXHIBIT "E"
LIST OF
ALLOWED* POST-PETITION SELLING DEBENTURE CLAIMS AS UNIFORMLY
CALCULATED BY THE TRUSTEE AND ALLOWED (LIMITED) (CLASS 6) IN THE PLAN
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIMANT CLAIM EXPLAN. COLUMN 1 COLUMN 2
NO. NOTES ORIGINAL ALLOWED
CLAIM CLAIM
AMOUNT AS AMOUNT
UNIFORMLY (70% OF
CALCULATED ORIGINAL
BY TRUSTEE CLAIM
AMOUNT)
=======================================================================================================
<S> <C> <C> <C>
Munkholm, Darlene E. 1703 $12,372.00 $8,660.40
Munkholm, Darlene E. 1955 $5,366.50 $3,756.55
Nacke, Donna J. 2162 I $1,407.70 $985.39
Nelson, W. Peterson Trust 2960 I $7,250.00 $5,075.00
Neville Rodie & Shaw Profit Sharing Trust 2854 $28,200.00 $19,740.00
Newland, Ann L. 4136 $0.00 $0.00
Newland, Don O. 3795 $0.00 $0.00
Newton Falls Paper Mill (b) 2896 $39,600.00 $27,720.00
Nicoll, Mary K. 1348 $0.00 $0.00
Nieland, Russell R. & Peggy E. 1279 $4,737.50 $3,316.25
Noble, Estelle B. 1185 $18,350.00 $12,845.00
Nolte, Robert C. & Betty Jo (b) 3101 $12,462.15 $8,723.51
Nordstrom, Donald W. & Karin L. 1035 $11,259.00 $7,881.30
Oliver, Alice Trust11/22/57 2786 $23,875.00 $16,712.50
Oliver, Alice Trust 11/18/41 2787 $23,875.00 $16,712.50
Olson, Elwood N. 4293 $9,200.00 $6,440.00
Ormsby, Richard E Family Trust (b) 1822 $8,828.80 $6,180.16
Ottertail Investment Group (b) 1183 $2,591.58 $1,814.11
</TABLE>
18
<PAGE>
EXHIBIT "E"
LIST OF
ALLOWED* POST-PETITION SELLING DEBENTURE CLAIMS AS UNIFORMLY
CALCULATED BY THE TRUSTEE AND ALLOWED (LIMITED) (CLASS 6) IN THE PLAN
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIMANT CLAIM EXPLAN. COLUMN 1 COLUMN 2
NO. NOTES ORIGINAL ALLOWED
CLAIM CLAIM
AMOUNT AS AMOUNT
UNIFORMLY (70% OF
CALCULATED ORIGINAL
BY TRUSTEE CLAIM
AMOUNT)
=======================================================================================================
<S> <C> <C> <C>
Pao, Joanne T. (a) 3266 $28,968.75 $20,278.13
Pardridge, Mary A. 2842 $9,800.00 $6,860.00
Pedersen, Karen M. (b) *DISPUTED* 3419 $0.00 $0.00
*DISPUTED*
Peller, Janet & John 2641 $4,260.00 $2,982.00
Peller, Janet & John 4100 $0.00 $0.00
Peller, John & Janet 3022 $0.00 $0.00
Perry, Ray P. 0297 $2,787.00 $1,950.90
Petersen, Gary L. 1902 $2,030.00 $1,421.00
Petersen, Gary L. & Jilene J. 1904 $10,531.25 $7,371.88
Petersen, Jilene J. 1903 $3,045.00 $2,131.50
Pickel, Rolland 1756 $8,540.00 $5,978.00
Pickering, Steven A. & Ann L. 1120 $0.00 $0.00
Piper Jaffray FBO Charles F. Schafer IRA 4486 $0.00 $0.00
Piper Jaffray FBO Dean Scherer IRA 4487 $0.00 $0.00
Planeta, Alan T (b) 4059 $2,085.00 $1,459.50
Platt, Elaine A. 3757 $0.00 $0.00
Platt, Elaine A. 4484 $0.00 $0.00
PNG Partnership (c) 3417 $0.00 $0.00
</TABLE>
19
<PAGE>
EXHIBIT "E"
LIST OF
ALLOWED* POST-PETITION SELLING DEBENTURE CLAIMS AS UNIFORMLY
CALCULATED BY THE TRUSTEE AND ALLOWED (LIMITED) (CLASS 6) IN THE PLAN
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIMANT CLAIM EXPLAN. COLUMN 1 COLUMN 2
NO. NOTES ORIGINAL ALLOWED
CLAIM CLAIM
AMOUNT AS AMOUNT
UNIFORMLY (70% OF
CALCULATED ORIGINAL
BY TRUSTEE CLAIM
AMOUNT)
=======================================================================================================
<S> <C> <C> <C>
Pohlman, Steven L. & Susan M. 3742 $5,892.35 $4,124.65
Popelar, Ralph F. 1190 $7,514.50 $5,260.15
Porter, John C & Annette O. 4123 H $12,955.00 $9,068.50
Puleston, Elizabeth Ann 3339 $27,450.00 $19,215.00
Pyle, Robert M., Jr. 2853 $9,800.00 $6,860.00
Quackenbush, Shirley Heller 3789 $4,850.00 $3,395.00
Rader, Jennifer C. 4299 $3,914.50 $2,740.15
Rader, Judith Anne 4298 $3,914.50 $2,740.15
Rajpal, Shashi M. 2741 $12,004.00 $8,402.80
Randle, D. L. & Gail W. 0335 $5,604.50 $3,923.15
Reeves, Ray L. 1146 $0.00 $0.00
Remmele, Erwin C. & Karen M. 1093 $4,350.00 $3,045.00
Ripley, Elizabeth K. 2852 $9,800.00 $6,860.00
Ripley, F. Fuller (b) 2851 $9,800.00 $6,860.00
Ripley, F. Fuller 1963 Trust 2850 $9,800.00 $6,860.00
RLF Enterprises 3257 $33,602.35 $23,521.65
Robert Mellin Trust (b) for Larry 0939 $5,639.00 $3,947.30
Martindale, John Clark and Stanley
Margolis
</TABLE>
20
<PAGE>
EXHIBIT "E"
LIST OF
ALLOWED* POST-PETITION SELLING DEBENTURE CLAIMS AS UNIFORMLY
CALCULATED BY THE TRUSTEE AND ALLOWED (LIMITED) (CLASS 6) IN THE PLAN
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIMANT CLAIM EXPLAN. COLUMN 1 COLUMN 2
NO. NOTES ORIGINAL ALLOWED
CLAIM CLAIM
AMOUNT AS AMOUNT
UNIFORMLY (70% OF
CALCULATED ORIGINAL
BY TRUSTEE CLAIM
AMOUNT)
=======================================================================================================
<S> <C> <C> <C>
Roberts, Ellis *DISPUTED* 1316 $12,500.00 $8,750.00
*DISPUTED*
Robertson, Durwood Page & Johanna I. 3048 $15,813.07 $11,069.15
Rodie, III, William S. 2827 $27,450.00 $19,215.00
Rohwer, Frances J. 3049 $11,764.79 $8,235.35
Rohwer, Lloyd H. & Frances J. (b) 3050 $11,764.79 $8,235.35
Rokahr, Frederick D & Beulah M. 3553 $3,255.00 $2,278.50
Ross, Barbara O'Neil 2120 $15,129.00 $10,590.30
Rovie, Kenneth C. (b) 3470 H $3,149.00 $2,204.30
Rowland, Lucy 2783 $9,150.00 $6,405.00
Ruggieri, Anthony *DISPUTED* 1341 $0.00 $0.00
*DISPUTED*
Ruggieri, Joseph & Leonard *DISPUTED* 1343 $0.00 $0.00
*DISPUTED*
Ruggieri, Michael & Leonard *DISPUTED* 1342 $0.00 $0.00
*DISPUTED*
Rush, Catharine D. 2849 $9,800.00 $6,860.00
Sawatzke, Geraldine A. & Lawrence P. 4544 $0.00 $0.00
*DISPUTED* *DISPUTED*
Sawyer, Frank D. (Family Trust) (b) 0836 I $8,032.00 $5,622.40
</TABLE>
21
<PAGE>
EXHIBIT "E"
LIST OF
ALLOWED* POST-PETITION SELLING DEBENTURE CLAIMS AS UNIFORMLY
CALCULATED BY THE TRUSTEE AND ALLOWED (LIMITED) (CLASS 6) IN THE PLAN
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIMANT CLAIM EXPLAN. COLUMN 1 COLUMN 2
NO. NOTES ORIGINAL ALLOWED
CLAIM CLAIM
AMOUNT AS AMOUNT
UNIFORMLY (70% OF
CALCULATED ORIGINAL
BY TRUSTEE CLAIM
AMOUNT)
=======================================================================================================
<S> <C> <C> <C>
Schafer, Charles F fbo Piper Jaffray 3752 $0.00 $0.00
Scherer, Dean (IRA) 3917 $0.00 $0.00
Schmelter, Jay 0789 $14,680.00 $10,276.00
Schneider, Marcia & Frederick 2781 $23,937.50 $16,756.25
Schroeder, Lee (b) 3552 $0.00 $0.00
Schuh, Sharon Carrell 4195 $13,400.00 $9,380.00
Schumann, James E. (b) 1079 $10,414.00 $7,289.80
Schwab, Ed 2075 $12,188.20 $8,531.74
Schwab, Ed 2082 $3,757.05 $2,629.94
Scott, Gordon Lewis 1641 $22,268.75 $15,588.13
Sear, William 3082 B $4,656.00 $3,259.20
Sederberg, Aldon 3539 $2,380.00 $1,666.00
Sell, Lucille E. 1053 $0.00 $0.00
Setness, Peter A. (a) 1890 $7,904.20 $5,532.94
Severson, Orvin J. Trust 3844 $0.00 $0.00
Sgambati, Gueriino & Theresa 1208 $0.00 $0.00
Shaffer, Peter B. Estate 2780 $7,550.00 $5,285.00
Shane, David Graham 2779 $23,875.00 $16,712.50
</TABLE>
22
<PAGE>
EXHIBIT "E"
LIST OF
ALLOWED* POST-PETITION SELLING DEBENTURE CLAIMS AS UNIFORMLY
CALCULATED BY THE TRUSTEE AND ALLOWED (LIMITED) (CLASS 6) IN THE PLAN
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIMANT CLAIM EXPLAN. COLUMN 1 COLUMN 2
NO. NOTES ORIGINAL ALLOWED
CLAIM CLAIM
AMOUNT AS AMOUNT
UNIFORMLY (70% OF
CALCULATED ORIGINAL
BY TRUSTEE CLAIM
AMOUNT)
=======================================================================================================
<S> <C> <C> <C>
Shaw, Steven W. 0899 B $2,175.00 $1,522.50
Sievers, Jill (b) 2164 $0.00 $0.00
Sievers, William J. (b) 2163 $0.00 $0.00
Sly, E.R. (b) 3057 $0.00 $0.00
Smithe Machine Collective Bargaining (b) 2813 $48,000.00 $33,600.00
Smithe Machine Retirement Plan (b) 2848 $57,200.00 $40,040.00
Stenovich, LeLand L. 4184 $5,914.07 $4,139.85
Stewart, Daniel 1218 $4,327.00 $3,028.90
Stewart, Michael (b) 1236 $3,160.00 $2,212.00
Stowell, Dexter M. (Trustee) 1994 $6,352.00 $4,446.40
Stransky, John P & JoAnn 2216 $3,199.95 $2,239.97
Sullivan, Daniel F 4081 $16,450.00 $11,515.00
Sullivan, Daniel F. 4223 $0.00 $0.00
Sullivan, Daniel F. 4344 $0.00 $0.00
Sullivan, Daniel F. 4346 $16,720.00 $11,704.00
Surhoff, Henry 1895 B $2,058.70 $1,441.09
Swanson, Michael 1562 $4,787.50 $3,351.25
Swinyer, Leonard J. MD 1329 $19,207.70 $13,445.39
</TABLE>
23
<PAGE>
EXHIBIT "E"
LIST OF
ALLOWED* POST-PETITION SELLING DEBENTURE CLAIMS AS UNIFORMLY
CALCULATED BY THE TRUSTEE AND ALLOWED (LIMITED) (CLASS 6) IN THE PLAN
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIMANT CLAIM EXPLAN. COLUMN 1 COLUMN 2
NO. NOTES ORIGINAL ALLOWED
CLAIM CLAIM
AMOUNT AS AMOUNT
UNIFORMLY (70% OF
CALCULATED ORIGINAL
BY TRUSTEE CLAIM
AMOUNT)
=======================================================================================================
<S> <C> <C> <C>
Swinyer, Thalia A. 1330 $11,907.70 $8,335.39
Taft, Robert 3581 $6,380.88 $4,466.62
Tair Financial Ltd. a/c #355110 (a) 3264 $7,750.00 $5,425.00
Talcott, Elmer 2777 $18,300.00 $12,810.00
Tempero, Richard & Sue Ann 2151 $4,250.00 $2,975.00
Thompson, Raymond G. & Vivian (b) 4307 $0.00 $0.00
*DISPUTED* *DISPUTED*
Thorstenson, Yvonne R. 2296 $5,270.25 $3,689.18
Toda Enterprises 3976 $0.00 $0.00
Troy Mills Inc. Pension Trust (b) 2809 $24,500.00 $17,150.00
Troy Mills Local 1560 Trust (b) 2810 $9,800.00 $6,860.00
Turner, Kimberly A. Trust Andrea J. 1783 $0.00 $0.00
*DISPUTED* *DISPUTED*
Tweedy Company, The (b) 2897 $19,600.00 $13,720.00
U.S. Bank of Oregon Trustee Collective 3608 $90,665.00 $63,465.50
Funds - Qualivest
U.S. Bank of Oregon Trustee Isaac D. Junt 3609 $50,100.00 $35,070.00
U.S. Bank of Oregon Trustee Collective 3610 $286,778.21 $200,744.75
Funds Equity Fund
</TABLE>
24
<PAGE>
EXHIBIT "E"
LIST OF
ALLOWED* POST-PETITION SELLING DEBENTURE CLAIMS AS UNIFORMLY
CALCULATED BY THE TRUSTEE AND ALLOWED (LIMITED) (CLASS 6) IN THE PLAN
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIMANT CLAIM EXPLAN. COLUMN 1 COLUMN 2
NO. NOTES ORIGINAL ALLOWED
CLAIM CLAIM
AMOUNT AS AMOUNT
UNIFORMLY (70% OF
CALCULATED ORIGINAL
BY TRUSTEE CLAIM
AMOUNT)
=======================================================================================================
<S> <C> <C> <C>
U.S. Bank of Oregon Trustee Grover W. 3612 $25,050.00 $17,535.00
Hillman
U.S. Bank of Oregon Trustee First Friends 3614 $4,045.00 $2,831.50
Church Fund
U.S. Bank of Oregon Trustee Small Comp. 3617 $59,637.50 $41,746.25
Value Trust
U.S. Bank of Oregon Trustee Eloise B. 3618 $50,340.00 $35,238.00
Brier
U.S. Bank of Oregon Trustee George E. 3619 $25,210.00 $17,647.00
Powers
U.S. Bank of Oregon Trustee C.G. Farrow 3621 $15,150.00 $10,605.00
Grandchildren
U.S. Bank of Oregon Trustee Edward Schoor 3626 $10,100.00 $7,070.00
U.S. Bank of Oregon Trustee Benard 3628 $51,125.00 $35,787.50
Mainwaring
U.S. Bank of Oregon Trustee Norris A. 3629 $25,210.00 $17,647.00
Leach
U.S. Bank of Oregon Trustee Charles J. 3630 $50,340.00 $35,238.00
McGonigle
U.S. Bank of Oregon (b) in its Capacity 3607 $585,495.00 $409,846.50
as Trustee for its Collective Small
Funds - Small Comp. Value Retirement
Fund
U.S. Bank of Oregon (b) Trustee Oregon 3611 $16,032.50 $11,222.75
Comm.
U.S. Bank of Oregon (b) Trustee Funds 3615 $108,690.00 $76,083.00
Foundation Equity Trust
</TABLE>
25
<PAGE>
EXHIBIT "E"
LIST OF
ALLOWED* POST-PETITION SELLING DEBENTURE CLAIMS AS UNIFORMLY
CALCULATED BY THE TRUSTEE AND ALLOWED (LIMITED) (CLASS 6) IN THE PLAN
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIMANT CLAIM EXPLAN. COLUMN 1 COLUMN 2
NO. NOTES ORIGINAL ALLOWED
CLAIM CLAIM
AMOUNT AS AMOUNT
UNIFORMLY (70% OF
CALCULATED ORIGINAL
BY TRUSTEE CLAIM
AMOUNT)
=======================================================================================================
<S> <C> <C> <C>
U.S. Bank of Oregon Co-Trustee Virginia 3633 $50,100.00 $35,070.00
L. Miller
U.S. Bank of Oregon Trustee Elks Youth 3632 $111,000.00 $77,700.00
Eve Service
U.S. Bank of Oregon Trustee Doris S. 3634 $5,050.00 $3,535.00
Seale
U.S. Bank of Washington Trustee Joseph 3620 $15,150.00 $10,605.00
Rogers
Uhlein, Grace H. (a) 2866 $4,600.00 $3,220.00
Vanbergen, Elizabeth H. 1941 $1,050.00 $735.00
Vetas, Ismene 3256 $4,287.21 $3,001.05
Virginia Steele Tr. 3337 $9,150.00 $6,405.00
Vogt, Kenneth L. & Janice D 3546 $17,275.00 $12,092.50
Voigtlander, William T. 3087 $0.00 $0.00
Wallace, Jon M. 1198 $6,056.90 $4,239.83
Wallace, Maricarol 1242 $5,775.00 $4,042.50
Warburg Pincus 2034 $91,000.00 $63,700.00
Warner, Bert M. & Michael S., TTEES 1972 $0.00 $0.00
Warner, Bert M. & Neil O. TTEE 1967 $0.00 $0.00
Washburn, Anna Bell L. 2770 $9,150.00 $6,405.00
Washburn, Jr. Stanley 2771 $22,875.00 $16,012.50
Washburn, Margaret 2772 $22,481.25 $15,736.88
</TABLE>
26
<PAGE>
EXHIBIT "E"
LIST OF
ALLOWED* POST-PETITION SELLING DEBENTURE CLAIMS AS UNIFORMLY
CALCULATED BY THE TRUSTEE AND ALLOWED (LIMITED) (CLASS 6) IN THE PLAN
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIMANT CLAIM EXPLAN. COLUMN 1 COLUMN 2
NO. NOTES ORIGINAL ALLOWED
CLAIM CLAIM
AMOUNT AS AMOUNT
UNIFORMLY (70% OF
CALCULATED ORIGINAL
BY TRUSTEE CLAIM
AMOUNT)
=======================================================================================================
<S> <C> <C> <C>
Weber, Dorothy G & William F. FBO of 0972 $22,268.75 $15,588.13
Wellington, Roger U. 1968 Trust (b) 2769 $47,750.00 $33,425.00
Wettstein, Chuck J. 3565 $0.00 $0.00
Wettstein, Chuck J. 3566 $0.00 $0.00
Wettstein, Chuck J. 4392 $17.50 $12.25
Whalen, Harry F. & Hilda P. (c) 0824 $5,357.90 $3,750.53
Whiting, Mary (a) 1066 $564.00 $394.80
Whiting, Mary (b) 1066 $453.00 $317.10
Whitman, William Trustee 1302 $23,250.00 $16,275.00
Wiebelhaus, Eugene A. & Joan M. 3538 $9,300.00 $6,510.00
Winegar, Wallace Dr. TR PS Plan (b) 2195 $7,682.50 $5,377.75
Winkler, Constance M (b) 1530 $9,650.00 $6,755.00
Winter, Alpheus Trust 2798 $9,325.00 $6,527.50
Wintermantel-Zondlo, Joanne 2824 $23,875.00 $16,712.50
Wuest, Frederick C. 0864 $26,591.63 $18,614.14
Wuinn, Gene 1812 $0.00 $0.00
Wurts, Benjamin W 2862 $4,775.00 $3,342.50
Wurts, Charles S 2861 $4,775.00 $3,342.50
Yale Converts/Froley Revy (b) 3327 $2,200,000.00 $1,540,000.00
</TABLE>
27
<PAGE>
EXHIBIT "E"
LIST OF
ALLOWED* POST-PETITION SELLING DEBENTURE CLAIMS AS UNIFORMLY
CALCULATED BY THE TRUSTEE AND ALLOWED (LIMITED) (CLASS 6) IN THE PLAN
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIMANT CLAIM EXPLAN. COLUMN 1 COLUMN 2
NO. NOTES ORIGINAL ALLOWED
CLAIM CLAIM
AMOUNT AS AMOUNT
UNIFORMLY (70% OF
CALCULATED ORIGINAL
BY TRUSTEE CLAIM
AMOUNT)
=======================================================================================================
<S> <C> <C> <C>
Yatsevitch, Barbara S. 2799 $9,800.00 $6,860.00
Yoder, Earl M. (b) 3135 $0.00 $0.00
Yoder, Earl M. (b) 4582 $8,400.00 $5,880.00
Zollinger, Alden J. (b) *DISPUTED* 3474 $12,000.00 $8,400.00
*DISPUTED*
TOTAL: $9,662,311.08 $6,763,619.06
=============== ==============
</TABLE>
- -------------------------------------------
A Claim has been assigned to Access Capital.
B Claim has been assigned to Argo Partners.
C Claim has been assigned to Comac International NV
D Claim has been assigned to Debt Acquisition Company of America
E Claim has been assigned to Comac Partners LPE
F Claim has been assigned to Riverside Contracting Corporation
G Claim has been assigned to Credit Research
H Claim has been assigned to KIA Factors
I Claim has been assigned to BP Investment Recovery Partners
J Claim has been assigned to NationsBanc Montgomery Securities
28
EXHIBIT "F"
LIST OF
LIMITED PARTNER CLAIMS AS UNIFORMLY CALCULATED BY THE
TRUSTEE AND ALLOWED* (LIMITED) (CLASS 7) IN THE PLAN
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2
CLAIMANT CLAIM NO. EXPLAN. ORIGINAL CLAIM ALLOWED CLAIM
NOTES AMOUNT AMOUNT
AS UNIFORMLY (25% OF ORIGINAL
CALCULATED BY CLAIM AMOUNT)
THE TRUSTEE
========================================================================================================
<S> <C> <C> <C> <C>
Ashenden, James F. & Mary Jane 1021 $50,000.00 $12,500.00
Barneich, E G 1557 $50,000.00 $12,500.00
Barsy, Joseph 1311 $50,000.00 $12,500.00
Bartlett, Barry R. 1515 $25,000.00 $6,250.00
Cerullo, Leonard J. 1245 $25,000.00 $6,250.00
Cook, Arnold G. 0806 $50,000.00 $12,500.00
Cosgrave, Ronald F. 0918 $50,000.00 $12,500.00
Croke, III, Thomas B & Laura L. 0996 $25,000.00 $6,250.00
Ellington, Stewart L. MD 3482 $0.00 $0.00
Ellsworth, James L 1838 $50,000.00 $12,500.00
Evans, R. M. 1446 $50,000.00 $12,500.00
Gordon, Joe Sr. 0197 $0.00 $0.00
Gordon, Joe Sr. 0198 $0.00 $0.00
Gordon, Joseph Sr. 0872 $50,000.00 $12,500.00
Guernsey, Alan S. 1451 $25,000.00 $6,250.00
Gustafson, J. Eric 0631 $25,000.00 $6,250.00
Hajt, William 1480 $25,000.00 $6,250.00
Hanlon, Glen 4553 $25,000.00 $6,250.00
Hansel, D.D.S., James R. & N. Jean 2756 $50,000.00 $12,500.00
</TABLE>
<PAGE>
EXHIBIT "F"
LIST OF
LIMITED PARTNER CLAIMS AS UNIFORMLY CALCULATED BY THE
TRUSTEE AND ALLOWED* (LIMITED) (CLASS 7) IN THE PLAN
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2
CLAIMANT CLAIM NO. EXPLAN. ORIGINAL CLAIM ALLOWED CLAIM
NOTES AMOUNT AMOUNT
AS UNIFORMLY (25% OF ORIGINAL
CALCULATED BY CLAIM AMOUNT)
THE TRUSTEE
========================================================================================================
<S> <C> <C> <C> <C>
Hansel, James R. & N. Jean 4533 $0.00 $0.00
Hansen, Kay O. 2016 $50,000.00 $12,500.00
Harris, David R. (Trustee) 0787 $50,000.00 $12,500.00
Hartford Accident and Indemnity Co. 3736 $0.00 $0.00
Heinen, Paul A and Gloria N. 2202 $25,000.00 $6,250.00
Hester, Monte E. 3947 $50,000.00 $12,500.00
Hunter, Charles D. 0907 $50,000.00 $12,500.00
Imrem, Ervin R. 2131 $25,000.00 $6,250.00
Jackson, Glenn E. Estate of 1509 $50,000.00 $12,500.00
Kaynor, Kirk G & Sunny Sue 2481 $50,000.00 $12,500.00
Kennedy, Keith J. 1632 $50,000.00 $12,500.00
Koenig Family Trust 0632 $50,000.00 $12,500.00
Krieger, Mitchell I. 1262 $50,000.00 $12,500.00
Lagios, Peter 1260 $50,000.00 $12,500.00
Lewis, Steven H. 1265 $25,000.00 $6,250.00
Maholias, Konstantin and Elizabeth 0928 $250,000.00 $62,500.00
Mahoney, William P. 0613 $25,000.00 $6,250.00
</TABLE>
2
<PAGE>
EXHIBIT "F"
LIST OF
LIMITED PARTNER CLAIMS AS UNIFORMLY CALCULATED BY THE
TRUSTEE AND ALLOWED* (LIMITED) (CLASS 7) IN THE PLAN
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2
CLAIMANT CLAIM NO. EXPLAN. ORIGINAL CLAIM ALLOWED CLAIM
NOTES AMOUNT AMOUNT
AS UNIFORMLY (25% OF ORIGINAL
CALCULATED BY CLAIM AMOUNT)
THE TRUSTEE
========================================================================================================
<S> <C> <C> <C> <C>
McGrath, Max E. 0385 $50,000.00 $12,500.00
McGuire, John S. 1271 $50,000.00 $12,500.00
McNerthney, Eloise M. 3948 $50,000.00 $12,500.00
Murando, Stephen A. 0807 $50,000.00 $12,500.00
Nechtow, Stephen D. 1354 $35,000.00 $8,750.00
Nierman, Judith 1568 $25,000.00 $6,250.00
Northern Trust (Trustee) 0946 $50,000.00 $12,500.00
Susan E Trees Trust
Olson, Charles W. III 1365 $50,000.00 $12,500.00
Parker, James W. 1553 $50,000.00 $12,500.00
Patrick, James 2280 $25,000.00 $6,250.00
Paxson, James 1437 $25,000.00 $6,250.00
Paxson, Kristin H. 4295 $25,000.00 $6,250.00
Pemberton, Ron 0874 $25,000.00 $6,250.00
Peterson, Barbara 0873 $50,000.00 $12,500.00
Reno Radiological Associates 3217 $0.00 $0.00
Profit Sharing Plan *DISPUTED* *DISPUTED*
Replogle, Robert & Carol 1501 $50,000.00 $12,500.00
</TABLE>
3
<PAGE>
EXHIBIT "F"
LIST OF
LIMITED PARTNER CLAIMS AS UNIFORMLY CALCULATED BY THE
TRUSTEE AND ALLOWED* (LIMITED) (CLASS 7) IN THE PLAN
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2
CLAIMANT CLAIM NO. EXPLAN. ORIGINAL CLAIM ALLOWED CLAIM
NOTES AMOUNT AMOUNT
AS UNIFORMLY (25% OF ORIGINAL
CALCULATED BY CLAIM AMOUNT)
THE TRUSTEE
========================================================================================================
<S> <C> <C> <C> <C>
Rochell, Norman (estate) 3956 $25,000.00 $6,250.00
Rochell, Steven M MD 3312 $25,000.00 $6,250.00
Rodin, Bruce & Nancy 1456 $50,000.00 $12,500.00
Rogers, Mike & Anne 1907 $25,000.00 $6,250.00
Rothe, Robert C. 0908 $50,000.00 $12,500.00
Ryder, Richard E. and Pernie N. 0449 $50,000.00 $12,500.00
Schriesheim, Alan and Beatrice 1785 $50,000.00 $12,500.00
Semerdjian, Ronald A. 1436 $50,000.00 $12,500.00
Sokoloff, Norman F. M.D. 1132 $50,000.00 $12,500.00
Soper, Thomas G. 2605 $50,000.00 $12,500.00
Stalzer, Richard C. 3306 $50,000.00 $12,500.00
Suttie, Burton & Kathel 1438 $50,000.00 $12,500.00
Taubensee, Dale T 3343 $50,000.00 $12,500.00
Taubensee, Kent T 3355 $50,000.00 $12,500.00
Trees, M. Jay 0832 $50,000.00 $12,500.00
Whitty, Raymond J. Jr. 2179 $25,000.00 $6,250.00
Wilske, Kenneth R 1543 $50,000.00 $12,500.00
</TABLE>
4
<PAGE>
EXHIBIT "F"
LIST OF
LIMITED PARTNER CLAIMS AS UNIFORMLY CALCULATED BY THE
TRUSTEE AND ALLOWED* (LIMITED) (CLASS 7) IN THE PLAN
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2
CLAIMANT CLAIM NO. EXPLAN. ORIGINAL CLAIM ALLOWED CLAIM
NOTES AMOUNT AMOUNT
AS UNIFORMLY (25% OF ORIGINAL
CALCULATED BY CLAIM AMOUNT)
THE TRUSTEE
========================================================================================================
<S> <C> <C> <C> <C>
Wineberg, Harvey S. 1264 $25,000.00 $6,250.00
Wixson, Richard L. 2765 $25,000.00 $6,250.00
TOTAL: $2,885,000.00 $708,750.00
================ =====================
</TABLE>
5
EXHIBIT "G"
LIST OF
ALLOWED DEEPLY SUBORDINATED CLAIMS (CLASS 8)
<TABLE>
<CAPTION>
CLAIM NO. CLAIMANT EXPLANATION CLAIM AMOUNT
NOTES
======================================================================================
<S> <C> <C> <C>
4 Afco Credit Corporation $110,000.00
236 Brighton Bank A $295,000.00
121 Brobeck Phleger $40,000.00
130 Fuji Bank A $4,000,000.00
169 Security Pacific Bank $1,000,000.00
Seattle First National Bank
None - See Washington Square as lead lender $3,500,000.00
Order dated for a consortium of lenders
9/25/95 ================
TOTAL: $8,945,000.00
</TABLE>
- -------------------
A Claim has been assigned to Credit Research and Trading LLC.
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
4622 Abel, Charles $2,058.31
Abramowitz, Joseph $960.53
3258 Abrams, Stanley PC Profit Sharing Plan $51,100.00
4376 Abrams, Stanley $0.00
2626 Acheson, June & Robert G. $2,006.00
2329 AcKerman, Paul R. $1,050.00
1259 Adams, Connie Jo $2,336.62
2898 Adams, Florence (Trust) (a) $7,458.00
2913 Adams, Thomas S. (a) $4.00
2398 Adusumalli, Subbarao & Satyavathi $7,070.00
2987 AGED & D Investment Club $0.00
844 Akins, James E. (a) I $84,429.00
840 Akins, Thomas A. (a) I $12,640.00
1277 Akins-Colvill, Mary Beth I $12,640.00
4623 Akre, Steve $1,576.99
4005 Albjerg, Howard F. $437.00
2303 Albright, Evaun L. & Adeline E. $1,550.00
3926 Albright, W. DeWayne I $2,737.50
2245 Aldean, Stewart $8,037.50
2690 Alexander, Gordon $5,242.20
Allen, Margarethe L. $2,105.53
4624 Allen, Rae Elizabeth $4,854.43
2698 Allen, Timothy K. & Lynn $5,550.00
</TABLE>
1
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
4625 Allen-Meister, Stacy $4,483.91
2409 Alley, Lonnie B. $4,137.50
2408 Alley, Lonnie B. & Dorothy H. $5,151.75
2134 Allgood, Carol H. $446.50
4626 Allison, Todd $9.86
4627 Allsop, Gregory J. Estate of $14,327.80
3744 Alter, Edward T. $1,820.75
1729 Altman, Adrienne $4,228.75
4628 Altorfer, Paul $2,224.66
387 Amatuzio, John $9,175.00
1697 Amman, Gene D. & Jeanette K. $758.65
2299 Ammerman, Garmen K. $1,016.00
4199 Ammon, Peggi for Marci Peach *DISPUTED* $0.00
*DISPUTED*
4185 Amundson & Squires Inc. $3,625.00
315 Amwill Investors $1,975.00
2390 Amussen, Franz S. (b) 1050.04
2582 Andersen, Mark D. $228.12
3004 Anderson, Anne $0.00
434 Anderson, Carl O. & Dorothy C. $2,276.45
4629 Anderson, Charles A. $13,828.74
4630 Anderson, Dean R. $8,418.49
483 Anderson, G. Kay $3,070.75
</TABLE>
2
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
867 Anderson, G.W. (a) $6,942.50
2074 Anderson, Glenn M. $4,087.50
4076 Anderson, Herbert S I $2,925.00
2255 Anderson, Hyrum $6,562.50
301 Anderson, Hyrum Thomas & Lou Jean $3,437.50
4631 Anderson, James R. $6,914.30
914 Anderson, John R. $6,942.50
4632 Anderson, Lynn E. $11,796.14
4056 Anderson, Marlene $355.25
4058 Anderson, Marlene & Sara $355.25
4633 Anderson, Martin C.T. $14,372.90
4634 Anderson, Peter C. $2,226.95
4183 Anderson, Robert O. $0.00
4331 Anderson, Robert O. $725.00
4617 Anderson, Robert O. $0.00
4396 Anderson, Thomas W. & Austin, Roger E. $0.00
774 Andrews, Dorothy P. Hansey $0.00
1440 Andrews, John W. I $3,384.07
1396 Aquino, Jeannette Cox $2,280.75
1195 ARB Investment Partners $1,462.50
3978 Arbuckle, Judy $2,664.37
3977 Arbuckle, Robert $2,585.62
4635 Armstrong-Lindsay, B. Gayle $1,837.00
</TABLE>
3
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
2680 Arnett, Howard G. $1,100.00
987 Arntsen, Arthur I $1,271.87
3775 Art Schwichtenberg Eq. $2,591.40
1561 Arum, Barbara $0.00
1564 Arum, Barbara (a) $6,557.00
2625 Ashfeld, Darrel B. & Wendy J. $1,800.00
422 Assid, Camille & LaVerl $124.00
2426 Astor, Daphne a/c WAR 1 G $13,506.25
2421 Astor, Daphne a/c War 2 G $3,987.50
2422 Astor, Daphne a/c War 3 G $4,900.00
2423 Astor, Michael a/c Fund Micky (a) G $67,000.00
2747 Attic Workshop Quilts Money Purchase Plan I $3,650.00
793 Aukermkan, Colin L. $1,434.37
2160 Aumfield, Ervin F. $7,087.50
3357 Austin, Suzanne C. I $3,450.00
2623 Baber, Simone $2,000.00
3666 Bachner, Margaret Joyce $629.00
4636 Backus, Tonya L. $2,272.66
3112 Bacon, John S. (estate) $1,531.25
3965 Bailey, Gage Jr. $17,969.00
514 Bailey, George L. $1,866.98
3927 Bailey, J. Barry $1,500.00
783 Bailey, Paul $791.00
</TABLE>
4
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
2194 Baker, Joseph (a) $1,623.85
1103 Baldwin, Reed M. $5,766.49
3453 Baltz, Ann M. *DISPUTED* $0.00
*DISPUTED*
4602 Balzart, Blake $4,497.50
4113 Bandh, William B $425.00
4637 Bangert, Raymond $3,905.20
3346 Bangs, George A. Estate $525.00
2633 Bank of America Emp Ben Svc #8620 $3,531.25
3519 Bannister, James M. (a) $1,130.60
4543 Banque Nationale de Paris $48,000.00
2632 Bargfrede, Carl H. $7,843.75
1876 Barker, Thomas S Jr $913.32
3781 Barna, Guzy & Steffen $6,488.80
414 Barnes, Vance A. 4353.07
2100 Barnett Builders Profit Sharing & Pension Plan $4,032.15
2101 Barnett, Marjorie L. $4,812.00
1448 Barney, Glen F. & Donna L. $2,423.75
1882 Barnhart, James D. & Doris M. $1,012.50
1772 Barnhart, Jeff $643.75
4343 Barrier, Patricia W. $7,812.00
2621 Barrington, John W. $175.00
3903 Barrows, John H. & Nadine C. $0.00
</TABLE>
5
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
3561 Bart, Bruce $0.00
3661 Bart, Bruce $0.00
4395 Bart, Bruce & Harriet $0.00
4060 Barth, Michael J $767.25
287 Barton, Darrel W. (a) $8,999.00
287 Barton, Darrel W. (b) $6,124.00
287 Barton, Darrel W. (c) $12,166.35
3700 Barton, Mary Keith $500.00
3893 Bartz, Jean B. $0.00
1281 Baruch, Shaul C. (a) $0.00
4638 Bates-Spillman, Belinda $5,080.21
601 Bauer, Arthur J. I $2,946.25
4639 Bauman, H.L. $671.09
3084 Bean, Lee L. & Mary Louise $3,480.00
4640 Bean, Michael H. $3,890.05
2347 Beardsley, Chris $437.50
1786 Beazley, James $1,543.00
1791 Beazley, James W & Patricia Ann (a) $5,832.25
3824 Beck, Harold W. & Joanne R. $806.25
3825 Beck, Joanne R. $875.00
384 Becker, Arthur A. & Dorothy M. $3,747.50
4426 Beckman, Leon $462.50
2574 Bedtke, John $0.00
</TABLE>
6
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
3035 Bedwell, Loren W. & JoAnn $2,000.00
1022 Beerntsen, Melvin J. $1,199.00
2654 Behrends, Mary E. I $1,637.50
4641 Bell, Kenneth W. $2,193.06
3200 Bell, Michael L. Trustee U/W Patricia L. Wagoner $4,750.00
3215 Bell, Micheal L. $10,999.00
3205 Bell, Micheal L. Jr. $1,500.00
4642 Bell, Patrick Kenneth $9,938.34
2193 Belt Makers, Inc. $1,202.00
2678 Bend Dermatology Clinic Pension Plan $950.00
3201 Bender, Nathaniel B. Jr. $2,275.00
3703 Bendocchi, Edward C. & Delores $0.00
4492 Bendocchi, Edward & Delores $0.00
4370 Benecke, Renee & Jeff $0.00
4537 Benecke, Renee & Jeff $200.00
3889 Beneke, Leland F. $0.00
4072 Beneke, Leland F. $0.00
4442 Beneke, Leland F. $0.00
4189 Benham, Clara Bernice $406.50
3515 Bennett, Adrian A. c/f $1,321.88
3514 Bennett, Adrian A. III & Nancy A.M. (a) $10,987.51
3517 Bennett, Alyssa (a) $9,109.38
3516 Bennett, Christopher A. $4,554.68
</TABLE>
7
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
1645 Bennett, John D. & Carole R. $528.21
729 Bennett, Keith E. & Elizabeth J. $1,793.75
3512 Bennett, Nancy A. M. $9,109.38
2975 Benson, James A. Custodian for Robert J. Benson $1,271.87
3008 Benson, James A. Custodian for Daniel L. Benson $1,271.87
3131 Benson, James A. Custodian for Robert J. Benson $0.00
3132 Benson, James A. Custodian for Daniel L. Benson $0.00
4574 Benson, James A. Custodian for Daniel L. Benson $0.00
4579 Benson, James A. Custodian for Robert J. Benson $0.00
4038 Benson, Janice M. $9,100.00
4037 Benson, Robert W $9,100.00
3030 Berg, Charles $387.50
3901 Berg, O. Richard & Linda $1,076.00
4240 Bergman, Harold & Frances I $1,075.00
3749 Bergman, Harold & Frances $0.00
1851 Bergman, Louis $48,105.00
2970 Bergner, Farrel B. $375.00
1643 Berk, Henry L. & Winifred W. $2,375.00
710 Berndt, Lavern H. $3,656.25
4288 Bernick, Saul A. Trustee for Milton Bernick Children $1,750.00
Trust
3641 Bernstein, Gloria S. $237.50
3564 Berry, George $0.00
</TABLE>
8
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
4391 Berry, George $700.00
1458 Bertrand, Jeanne $2,456.25
460 Best, Michael & Jeannine M. $1,106.75
4643 Beveridge, James A. $3,826.92
2976 Beyer, Audrey` $407.50
2996 Beyer, Leopold $637.50
510 Beyer, Lester & Dana $5,937.50
598 Biddulph, R. Bruce & Joan I $863.75
2069 Bingham, Carlton Reed IRA (a) $5,227.25
2068 Bingham, Carlton Reed TTEE Living Trust (a) $232,207.69
2687 Bird, William $0.00
4482 Bird, William $4,712.50
4644 Bisbee, Bruce $3,560.56
1928 Bishop, Robert D. & Janice C. I $1,712.42
3961 Bistan, Robert J. $0.00
4447 Bistan, Robert J. $1,150.00
4146 Blahna, Lyle & Doris $3,653.55
1393 Blake, Deborah $3,283.22
1893 Blanton, George & Anna $421.00
4192 Bleymaier, Joseph S. Sr. (Family Trust) $2,537.50
1577 Blockwitz, William F. (a) $9,763.00
4032 Bloomquist, Donald R. & Dorothy J. $1,950.00
1075 Boca, Robert & Darunee $775.00
</TABLE>
9
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
1872 Bodourian, Michael H & Marwin J $9,729.23
2639 Boeding, Raymond R. & Joan I $1,687.50
2977 Boesch, John W. & Shirley A. $2634.37
352 Boesch, John W. & Shirley A. $0.00
3146 Boesch, John W. & Shirley A. $0.00
4383 Boeselagez, A. Von $1,250.00
4385 Boeselagez, August C Von (a) $950.00
4384 Boeselagez, August C. Von $1,500.00
4410 Bogard, Robert C. $0.00
3085 Bollman, John P. & Beth A. $2,062.50
2677 Bonavia, Emily J.G. $1,750.00
2314 Booker, Elon D. & Eilee $3,858.00
2116 Booth, Richard L. $825.00
2139 Bot, Vincent E. $5,999.00
1332 Bouslough, Raymond $0.00
3080 Bowen, Eldon A. $1,412.50
2560 Bower, Elizabeth H. $971.62
4163 Bowman, Dennis A. $2,750.00
3210 Bowman, Dennis F. C/O Haas, James $875.00
4433 Bowman, Glenn & Mary (Piper Trust) $0.00
4228 Boyce, Mildred M. (Trust) $3,970.90
1521 Boyd, Willard L $1,250.00
3175 Bozak, John L. & Josephine A. $0.00
</TABLE>
10
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
4498 Bozak, John L. & Josephine A. $7,937.50
1798 Bradford, William III $21,288.38
2526 Brandt Pork & Beef Farm Inc. $311.50
4137 Braunger, Paul I $2,218.75
4149 Breidel, Paul & Betty J. $500.00
3660 Brennan, William James & Patricia A. $2,500.00
2017 Brigante, Vincent A & Elizabeth O. $887.50
3009 Brigham Street Investments $171.10
4645 Bright, Stan $1,477.55
1391 Brody, Shirley S. $16,730.08
1392 Brody, Shirley S. TTEE FBO Brody Living Trust $14,119.50
3694 Brotherton, Daniel F. & Curtis W. $225.00
3693 Brotherton, Daniel F. & Patricia A. $1,750.00
3698 Brotherton, Patricia $1,218.75
1310 Brown, Arline M. $6,249.00
3944 Brown, David Blake (a) *DISPUTED* $0.00
*DISPUTED*
2478 Brown, Farrell Jay & Susan $3,945.00
3898 Brown, Frank F. & Barbara M. $440.75
2077 Brown, Garthe TTEE I $0.00
1371 Brown, Garthe, TTEE for Marquerite & Willett Lake $21,641.80
3944 Brown, Marilyn Ann (b) *DISPUTED* $0.00
*DISPUTED*
1542 Brown, Monte A $6,216.42
</TABLE>
11
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
4646 Brown, Richard $6,957.93
2712 Brown, Robert K. $4,870.31
4045 Brown, Roger D $243.75
1537 Brown, Susan I $2,530.00
1538 Brown, Susan I $20,531.31
1540 Brown, Susan I $1,954.15
1541 Brown, Susan I $1,517.10
3511 Bruman, Dennis & Judy (a) $4,679.68
2281 Brummitt, Charles W $18,953.39
780 Brundage, Mildred L. $0.00
4499 Brundage, Mildred L. $2,450.00
3180 Brundage, Mildred L. $0.00
4272 Bruner, Betty J. $812.50
324 Bryant, Robert L. $1,075.00
2080 Bryant, Robert L. $0.00
2907 Buckley, Linda A. $5,750.00
2906 Buckley, Mark W. $8,625.00
2983 Buker, Helen H. $2,612.50
1124 Bullen, Charles W. (Trustee) $334.76
1126 Bullen, Charles W. (Trustee) $5,504.39
965 Bullens Employees Profit Sharing $10,175.21
1464 Burdette, David F. I $2,885.85
</TABLE>
12
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
4011 Burhard, Joseph T. Personal Representative of $3,250.00
Shirley Burhard *DISPUTED* *DISPUTED*
3292 Burkard, Joseph T. $3,250.00
1828 Burns, Jim $20,609.70
4276 Burnstead, Fred & Joan $6,195.00
3510 Burroughs, Helen S. $1,652.34
1338 Burrow, Elizabeth L. $5,000.00
986 Butcher, John David $9,425.00
4647 Butler, James $16,053.18
921 Butler, Joseph T. Jr. (a) $5,003.58
921 Butler, Joseph T. Jr. (b) $3,195.00
1947 Butler, Richard M. $5,291.50
1751 Butterfield, VeLoy H. & Ruth T. (a) $950.00
1751 Butterfield, VeLoy H. & Ruth T. (b) $2,062.50
1751 Butterfield, VeLoy H. & Ruth T. (c) $4,375.00
3596 Byrne, Steve & Deborah $337.50
1546 Bysal, Hyre I $1,925.00
4648 Caballero, Hector $3,225.85
4649 Caballero, Roberto $3,339.47
1390 Cady, Dorothy M $15,889.50
973 Cagenello, Dorothy S $937.50
1859 Caldwell, Bertrand R $1,725.00
4319 Caldwell, Robert J. $1,125.00
</TABLE>
13
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
3735 California State Automobile Asso Pension Plan $71,250.00
397 Cameron, Neal C. $1,356.00
677 Cameron, Opal I. $524.00
4650 Camozzi, Carol A. $7,801.63
2905 Campaigne, Alyssondra $4,887.57
3935 Campbell, G. LaVerne $2,193.75
2242 Campbell, Ronald D $1,597.42
1880 Cannon, Yvonne & Stephen Cohen for Novikodd tr $2,922.00
4055 Cantalini, Jon M $750.00
2404 Caples, James W. & Phyllis R. (a) $3,722.78
2550 Capps, David J. $800.00
389 Capri, Inc. (a) I $4,875.00
389 Capri, Inc. (b) I $1,727.60
389 Capri, Inc. (c) I $2,238.80
1939 Carleton, Paul J. (a) $2,806.00
1939 Carleton, Paul J. (b) $3,257.00
1906 Carnett, George S. $10,525.27
1896 Carney, Robert J. $1,745.00
4434 Carney, Robert M. M.D. $1,206.02
1901 Carney, Roberta J. $2,617.50
1256 Carpenter, Thomas J. (a) $3,215.62
4655 Carroll, Don J. $13,822.73
1578 Carroll, James L $3,874.00
</TABLE>
14
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
3590 Carter, Ralph Terrell $4,937.50
2523 Cary, James M. & Kathleen L. (a) $400.00
2806 Case Pomeroy & Co Pension Trust (a) $3,900.00
4651 Casey, Jennifer G. $906.42
3945 Casteel, Kimler G. $5,704.57
4652 Castillo, Mary $1,032.33
3975 Castro, Joseph Mark (now Caston) I $3587.06
3502 Cataldo Inc. $13,757.55
3503 Cataldo, Beverly R. (IRA) (a) $0.00
3498 Cataldo, Dean (a) $3,734.38
3506 Cataldo, Dean (IRA) (a) $0.00
1612 Cavaricci, James $12,941.65
4188 Cedarblade, Helen A. I $1,500.00
4187 Cedarblade, Lyndon F. $2,250.00
2746 Cemensky, Joseph H. & Joann I $2,323.04
2840 Chabot Trust fbo Chabot, Rodney T. (a) $9,532.90
1203 Chaffee, John & Elizabeth $600.00
1105 Champagne, Evelyn $5,800.00
329 Chan, Robert A. I $1,080.00
2440 Chapman, Jerry L. $125.00
3179 Chapman, Wayne $0.00
4500 Chapman, Wayne $8,750.00
4653 Chavarria, Servando $2,945.95
</TABLE>
15
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
3271 Chayer, Paul $305.00
4353 Cheeseman, Gordon $2,499.75
1491 Cheney, Suzanne S. $47,740.14
2902 Chodosh, Paul L. $16,350.00
3890 Chorley, Edward C. $4,099.00
568 Chozen, B. David $2,475.00
842 Chozen, B. David $924.00
4140 Christensen, Clark $0.00
2752 Christensen, Elda Clark & Lewis, Shari C. $5,281.00
1054 Christensen, Gerald 87570.68
3454 Christensen, John E. $0.00
3918 Christensen, Robert H. $14,656.00
805 Christensen, Ronald G. (a) $443.75
2222 Cipala, Eugene & Mary $2,606.50
3774 Citizens Security Mutual Insurance Co $44,000.00
2514 Ciurej, Victor N. (a) $11,274.00
857 Cizek, Gordon J. & Hope M. $850.00
1154 Clapp, Jane B. (Trustee) (a) I $9,062.50
1154 Clapp, Jane B. (Trustee) (b) I $9,687.50
1154 Clapp, Jane B. (Trustee) (c) I $3,281.25
1154 Clapp, Jane B. (Trustee) (d) I $2,187.50
1155 Clapp, William H. Investment Management (a) $9,687.50
1155 Clapp, William H. Investment Management (b) $2,187.50
</TABLE>
16
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
1155 Clapp, William H. Investment Management (c) $9,687.50
1155 Clapp, William H. Investment Management (d) $3,281.25
1776 Clark, Guy S fbp Warren R I $1,589.65
4654 Clements, Orlin O. $9,703.97
4024 Cloutier, James U & Diane M $33,449.00
3495 Cloyd, Garry R. & Sharon K. $5,484.37
586 Coates, Frederick & Arlene $1,200.00
4122 Coates, Frederick D & Arlene N $700.00
1389 Cockriel, John R. & Patricia D. TTEE FBO $6,295.00
3152 Cocks, Thomas G. $1,500.00
2087 Coggeshall, Norman D. I $1,139.92
556 Cohrone, Richard F. (b) $1,163.70
1768 Cole, Robert & Priscilla (a) $1,462.50
2794 Coleman, George Charitable Foundation $22,500.00
752 Coloroso, Robert D. (a) $6,800.08
1069 Combs, Helen W. & Ward A. $1,012.50
2446 Conley, Jeannine W. (a) $2,343.00
4224 Conner, R. Dudley (Trust) $8,593.75
1860 Contino, Jeanne S $1,746.50
657 Contino, Joseph A. $3,205.50
3133 Cook, Charles F. $0.00
4578 Cook, Charles F. $436.50
1679 Coombs, Edward A. $693.00
</TABLE>
17
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
1681 Coombs, Edward A. $19,975.00
1682 Coombs, Edward A. $51,014.00
1680 Coombs, Michael E. $2,625.00
1204 Corcoran, Ellen R. I $1,220.75
288 Cordes, Kenneth H. & Liola M. $1,341.29
1916 Cordes, Robert H & Karlyn R. $920.66
827 Cornell, Jane $20.50
796 Cornerhouse LP, The $98,124.00
1388 Corrin, Ruby M TTEE Ruby M Corrin Living Trust $19,104.48
4203 Corwin, Bert C. $0.00
4530 Corwin, Bert C. $3,718.75
4531 Corwin, Bert C. cust for Bert Clark Corwin $2,525.00
4202 Corwin, Bert Clark $0.00
850 Corwin, Betty F. $0.00
2734 Corwin, Betty F. $2,155.25
676 Cossette, Ronald L. (a) $0.00
599 Costello, J. Robert & Linda L. $15,780.35
755 Costello, Mary E. $200.00
1765 Cowles Charitable Trust, The $69,531.25
1764 Cowles Media Co Master TR $277,500.00
667 Cowlishaw & Jones Insurance Svcs. Inc. (a) $450.00
876 Cowman, James L. & Betty A. (a) $13,624.00
3821 Craig, Robert $17,034.88
</TABLE>
18
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
4656 Craven, Martin H. $4,510.31
4301 Crawford, Bruce E. $3,996.38
2385 Crawford, Shirley J $0.00
3954 Creamer, Bruce M. $0.00
4657 Creer, Frank $78.63
4605 Cressy, Darryl $0.00
3109 Crockett, J. Richard & Marcia S. (a) $5,949.40
2498 Cross, Velma D. $6,928.85
741 Crossan, David P. & Lucille A. $375.00
797 Crossroad L.P., The $20,624.00
4191 Crowe, Shirley $1,650.00
1817 Cummings, Alan A & Judith G I $3,875.00
4017 Currier, John G $750.00
3472 Currier, Lavinia M. (a) c/o Peregrine Fin. Corp. $1,562,328.76
3602 Currier, Michael S. (a) c/o Peregrine Fin. Corp. $1,562,328.76
4348 Curtis, Blaine I $13,737.00
2474 Cushing, Pauline R. $2,825.00
3533 Cyphers, Kevin $2,198.00
1833 Czochara, Edward J $2,562.57
2784 Dablam Fund A. (a) $6,333.00
2388 Dahl, Leo & Mary $1,325.00
3737 Dahl, Stephen L $3,381.25
1008 Dalpay, James W. $32,620.00
</TABLE>
19
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
2211 Daly, Eugene T (deceased) & Ann Marie $575.00
2745 Daly, Jack $3,187.00
1845 Damerow, Wayne L & Kathryn L $899.00
4501 Darden, Elton T. $1,381.25
3168 Darden, Elton T. (a) $0.00
3168 Darden, Elton T. (IRA) (b) $0.00
1718 Das, Chinmoy $1,638.38
3319 Daum, Richard H (Living Tr) $6,562.50
2689 Davenport, Laurie (a) $7,894.20
1387 Davidson, David MD IRA $5,880.31
853 Davies, Race D. $1,089.50
4205 Davies, Thomas J. I $8,775.00
1852 Davis, Alan D $900.00
2718 Davis, Alan D $0.00
2953 Davis, Cristy A. (formerly Cristy A. Giles) I $2,300.00
3375 Davis, Donald R $1,539.00
1386 Davis, Frank Isaac TTEE FBO Frank Isaac Davis Trst $8,680.20
2138 Davis, Gary N. & Cheryl A. $1,150.00
3291 Davis, Jr., M. Paul $1,250.00
4658 Davis, Steve B. $3,025.57
4659 Davis, Susie M. $3,535.74
3838 Davison, Michael $4,500.00
3149 Dawson, Dennis C. $0.00
</TABLE>
20
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
4571 Dawson, Dennis C. $1,841.50
4093 De Jong, Susan Morris (formerly Hedling) $3,093.00
2083 Dearborn Lumber Co. Prof Shar Plan $12,037.50
2402 Debower, Dean F $1,325.00
3259 Debs, Phil IRA Account $3,717.73
4660 Debs, Philip W. $6,992.79
1780 Decastro, Armando F & Jane L $4,622.95
1779 Decastro, Jane L $4,791.10
4661 Decker, Michael K. $3,238.84
2637 Degner, Daniel & Lois I $98.00
3585 Deiley, Jerome V. $750.00
3469 DeJong, Henry $4,453.12
4662 Deland, Lisa A. $33.65
2357 Delapp, Roland R. & Ruth N. I $2,118.75
3677 DeMaster, Mary Ellen (Estate) $0.00
4329 Dempsey, Richard C. & Jeanette S. $0.00
4569 Denklau, Dana $0.00
3305 Dern, Mary I $814.00
3243 Deseret Trust Company (a) Trustee of Raymond L. $0.00
Hixson Charitable Remainder Unitrust
3246 Deseret Trust Company (a) Trustee of Raymond L. $0.00
Hixson Charitable Remainder Unitrust
3243 Deseret Trust Company (b) Trustee of Raymond L. $0.00
Hixson Charitable Remainder Unitrust
</TABLE>
21
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=====================================================================================================
<S> <C> <C> <C>
3246 Deseret Trust Company (b) Trustee of Raymond L. $0.00
Hixson Charitable Remainder Unitrust
3243 Deseret Trust Company (c) Trustee of Raymond L. $0.00
Hixson Charitble Remainder Unitrust
3246 Deseret Trust Company (c) Trustee of Raymond L. $0.00
Hixson Charitable Remainder Unitrust
3243 Deseret Trust Company (d) Trustee of Raymond L. $0.00
Hixson Charitable Remainder Unitrust
3246 Deseret Trust Company (d) Trustee of Raymond L. $0.00
Hixson Charitable Remainder Unitrust
3243 Deseret Trust Company (e) Trustee of Raymond L. $0.00
Hixson Charitable Remainder Unitrust
3246 Deseret Trust Company (e) Trustee of Raymond L. $0.00
Hixson Charitable Remainder Unitrust
3243 Deseret Trust Company (f) Trustee of Raymond L. $0.00
Hixson Charitable Remainder Unitrust
3246 Deseret Trust Company (f) Trustee of Raymond L. $0.00
Hixson Charitable Remainder Unitrust
3243 Deseret Trust Company (g) Trustee of Raymond L. $0.00
Hixson Charitable Remainder Unitrust
3246 Deseret Trust Company (g) Trustee of Raymond L. $0.00
Hixson Charitable Remainder Unitrust
3243 Deseret Trust Company (h) Trustee of Raymond L. $0.00
Hixson Charitable Remainder Unitrust
3246 Deseret Trust Company (h) Trustee of Raymond L. $0.00
Hixson Charitable Remainder Unitrust
3243 Deseret Trust Company (i) Trustee of Raymond L. $0.00
Hixson Charitable Remainder Unitrust
</TABLE>
22
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
3246 Deseret Trust Company (i) Trustee of Raymond L. $0.00
Hixson Charitable Remainder Unitrust
3182 Devor, Robert G. & Frances E. $2,625.00
4445 DeVries, K.L. $4,087.00
2676 Dewitt, Edward L. $2,450.00
3857 DeWitte, Dennis C. $437.50
4064 Dewitte, Lorraine L $487.50
2500 Dhruva, M. N. MD Inc PS $29,852.50
4663 Diciano, Edward $4,081.30
2451 Dick's Concrete Pumping $1,480.00
4044 Dickerson, John H $937.50
2169 Dickert, Dennis A. & Priscilla $1,794.00
2845 Dillard, William (a) $27,687.50
1841 Dillon, Robert E & Anna R $8,026.99
3033 Display, Rindler C/O Eva Hanan $5,500.00
1286 Distefano, Theresa *DISPUTED* $0.00
*DISPUTED*
3023 Dodds, William C. $125.00
1331 Doering, Gordon *DISPUTED* $0.00
*DISPUTED*
4664 Doherty, James J. $12,017.90
723 Dolan, James T. (a) $4,369.38
749 Dolphin, Eleanore H. $993.75
1717 Donaher, Dana M. (a) $2,195.18
</TABLE>
23
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
1717 Donaher, Dana M. (b) $688.12
4665 Donaher, Dana Michael $4,839.04
3563 Donaldson, A.L. $0.00
4393 Donaldson, A. L. & Donna (a) $0.00
1385 Donner, Herbert S. IRA $4,741.81
3779 Donovan, Gerald $1,727.60
2199 Dorfman, Caryl T (a) $1,170.86
2104 Dorn, Bob $5,436.50
1383 Doten, David F. TTEE FBO Fred C. Forrest Trust $7,436.26
3039 Doucette, Thomas I. & Joan E. $375.00
3338 Douglas, Eliz Kean $998.92
2430 Douglas, Richard (a) G $3,150.00
3803 Drake, Judith T I $6,125.00
475 Draper, George A. $1,784.00
4278 Dreher, Colleen $0.00
3114 Droege, Lois $1,668.75
3062 Dubes, Michael J. $3,380.00
554 Ducommun, Wayne W. & Geraldine R. (a) $3,885.00
554 Ducommun, Wayne W. & Geraldine R. (b) $3,360.00
554 Ducommun, Wayne W. & Geraldine R. (c) $2,750.00
4172 Dudley, W. Ted $2,574.00
4169 Dudley, W. Ted & Jim $0.00
4546 Dudley, W. Ted & Jim $3,187.50
</TABLE>
24
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
4171 Dudley, W. Ted & Marianne $0.00
4545 Dudley, W. Ted & Marianne $2,250.00
2754 Duncan, Stephen R. $2,088.90
2374 Dundis, N P $2,500.00
4666 Dunlap, Dan $4,525.13
2643 Dunn, A. Dale $87.50
3739 Dunn, David C & Michelle I $612.50
3353 Dunn, James M $8,975.00
4560 Dunn, Robert L. & Joyce $300.00
4667 Dunnigan, Daniel $4,280.48
2102 DuPont, Robert E. $2,724.00
1525 During, William $1,834.10
979 Dutton, Harry & Opal $0.00
2168 Dutton, Yvonne E. $6,310.00
891 Duty, Pete & Associates $363.40
4668 Eckhardt, Barry G. $2,530.39
3593 Eddys Super Value $3,807.00
3738 Edgar, George S $650.00
4669 Edwards, Carroll O. $94.39
1990 Edwards, Frances C. $10,259.55
466 Effron, David J. (a) I $5,858.99
3466 Ege, Donald L. & Kathleen D. $1,793.75
2647 Eischens, Thomas M. I $812.50
</TABLE>
25
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
1737 Elite Group Growth & Income Fund $512,737.50
2555 Ellingboe, John & Linda $250.00
4357 Elliott, Jordon W. I $24,609.00
1712 Ellsworth N.W. Pipe Fitting $5,732.07
663 Elwood, Joyce P. $637.10
3750 Emary, Vesta F $3,495.50
3751 Emary, William J $5,537.50
3867 Empanger, Dean E. $175.00
1797 Empfield, Frank D. & Joan A. $1,837.50
4670 Endersbe, Edward $4,188.25
4671 England, William J. $2,530.03
1249 Entwisle, Robert J. $8,549.95
2894 Epstein, Phyllis Ruth (a) $12,468.75
1807 Epting, E Eugene JR $1,250.00
4402 Erickson, Warren L. $0.00
2893 Erskine, Barbara (a) $13,031.25
4062 Escen, Robert W & Jonalyne $250.00
759 Eshleman, Ronald J. $1,512.00
2721 Evans, Joseph R. $2,125.00
2722 Evans, Nadine W $3,437.00
2961 Everett, Donald R. & Patricia A. $750.00
403 Evers, David R. $2,699.00
3845 Ewert, Lavern A. & Margaret L. $0.00
</TABLE>
26
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
3551 Executive Answering Service Inc. $1,307.00
2457 Eychaner, Fred $24,250.00
950 F. B. T., Inc. $11,303.00
2254 Fackrell, Robert N $750.00
2188 Fahey, Mary Jo $2,778.00
3224 Fahey, Philip A. $747.00
3197 Fahsholtz, Patricia $3,656.25
4283 Failoni, Matthew $4,843.12
3711 Falk, Byron R. $14,875.00
3447 Falkingham, Leonard D. $3,112.50
4208 Fang, Jui-Ling H. & Yi-Pygn $975.00
4672 Fanning, Vernon $1,709.37
2432 Farrell Dist. Corp. Pension Plan a/c F8 (a) G $71,000.00
2431 Farrell Profit Sharing Plan a/c FA (a) G $5,893.75
2433 Farrell, Anthony a/c F7 G $41,981.25
2436 Farrell, David f/b/o Mitchell Farrell a/c F3 G $6,687.50
2437 Farrell, David f/b/o Ronald T a/c F2 G $45,500.00
2438 Farrell, David for the a/c F1 G $72,267.50
2435 Farrell, Ronald T a/c F4 G $6,400.00
3873 Farrell, Suzan K. $2,300.00
4673 Farris, John A. $2,762.17
2807 Felmont Oil Corp Pension Trust (a) $59,625.00
1585 Felsman, Kenneth H. (IRA) $697.50
</TABLE>
27
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
3129 Felsman, Kenneth H. (IRA) $0.00
3796 Ferch, Arlan Trustee Gilman Bergh $0.00
4557 Ferch, Arlan Trustee Gilman Bergh $500.00
820 Feris, Allen L. & Joyce L. $125.00
815 Feris, Edward L. & Dottie $4,000.00
433 Fernstaedt, Arden (a) $2,900.00
3223 Ferrara, Dr. Bruce T. & Karen B. $12,046.00
1554 Ferrington, Richard A Md IRA Rollover $9,101.00
3672 Fidelity Magellan Fund $1,751,864.00
3673 Fidelity Over-the-Counter Fund $1,380,975.00
3676 Fidelity Retirement Growth Fund $46,250.00
3674 Fidelity Select Eletrical Fund $80,687.50
3675 Fidelity Select Utilities Growth Fund (a) $57,875.00
3671 Fidelity Utilities Income Fund $47,512.50
1925 Field, Doris M. Estate of $2,743.75
1384 Fill, Mei Ling $1,444.63
3090 Fill, Mei Ling $0.00
1924 Finkelstein, Ellen cust for Brian Finkelstein $11,394.87
3829 Finkelstein, Melville $4,063.00
3345 First American Bank, N.A. $0.00
4233 Fischer, Howard K. & Deborah L. $1,075.00
4674 Fischer, Joan E. $1,841.93
1575 Fishback, James L (a) I $4,500.00
</TABLE>
28
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
3159 Fishburn, Carolyn C. $253.13
1922 Fisk, Newton (a) $51,631.00
849 Fitch, James M. & Mary Jane $3,294.00
2513 Flanagan, Michael C. $6,225.00
2705 Flater, Harold & Jo Ann $0.00
4379 Flater, Harold & John (a) $2,840.62
3872 Flint, William A. $0.00
1080 Flory, John W. I $23,762.88
1078 Flory, Mary Eleanor $8,290.31
2742 Flowers, Bill J. $659.37
1549 Fogt, James B $2,499.00
4675 Fontes, Gerald $1,427.43
4676 Ford, Otha $1,569.62
4677 Forest, Brian T. $8,559.51
307 Foster, Arthur James Jr. (a) I $625.00
307 Foster, Arthur James Jr. (b) I $960.63
893 Foster, Lawrence T. (a) I $6,208.00
3897 Foster, Michael W. $0.00
2346 Foster, Randall R. $3,812.50
2675 Foster, Sally A. $3,684.37
2674 Foster, Thomas N. $3,684.37
4380 Fourels Investment Co., The $10,937.50
3904 Fowler, Paula K. & Jack R. $0.00
</TABLE>
29
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
3153 Fox, Heidi & Gerald $12,437.50
2937 Franch, Albert Roy $1,071.00
2566 Francis, James C. $2,400.00
4678 Franck, Thomas G. $9,279.28
4541 Franco, David & Theone $3,093.75
2823 Franks, Jerome A. Q. Trust $4,953.12
3973 Frazee, James L. $1,700.00
1045 Frazier, Loyal D. $4,419.75
4048 Fricke, Charles E. $749.00
2253 Fridholm, W. (a) $8,400.00
2253 Fridholm, W. (b) $9,712.50
3108 Frink, Lynn B. $5,552.85
3104 Frink, Stevens D. Custodian for Kristine D. Frink $8,030.30
3105 Frink, Stevens D. Custodian for Alexander S. Frink $8,030.30
3106 Frink, Stevens D. (IRA Rollover) $8,823.80
1771 Froemming, James M $930.93
3467 Frost, William B. $3,102.50
2456 Fry, Eric J. (a) $2,950.00
1482 Fry, Richard W. & Carol D. $0.00
380 Fry, Richard W. & Carol D. (a) $13,265.62
380 Fry, Richard W. & Carol D. (b) $4,621.87
380 Fry, Richard W. & Carol D. (c) $4,368.75
2753 Fry, Robert P. a Professional Corp. Empl PP (a) $258,147.00
</TABLE>
30
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
2484 Fry, Robert P. Trustee fbo Joseph Saylin (a) $149,129.75
2483 Fry, Robert P. Trustee Fry Family Trust (a) $33,701.75
325 Frydryk, Edmund J. I $3,121.28
3147 Frye, Apryle M. $0.00
4570 Frye, Apryle M. $806.25
2401 Fudge, Larry B & Patricia A $1,793.75
1613 Fuelling, Thomas N $2,402.38
4679 Fugate, Teresa B. $302.81
2653 Fullmer, Troy Don $537.50
3285 Fulton, Wilbur L. & Virginia L. (a) *DISPUTED* $25,307.45
*DISPUTED*
1949 Funanciers Investment Club I $1,720.95
4680 Funk, Brian B. $1,929.52
2418 Furio, Victor J & Mary A I $5,330.31
3183 Furrer, Weston W. & Winifred E. $0.00
4502 Furrer, Weston W. & Winifred E. $4,499.00
2246 Future Awesome Billionaires Invest Club $475.00
476 Gabower, Alfred F. $4,075.00
1722 Gaddis, Calvin P. $2,731.79
4284 Galbraith, Marlin C. & Ethel $0.00
1819 Gallaher, Bernice $1,224.00
1763 Gami Profit Sharing Plan $8,156.25
3325 Gannett Retirement Master TR $238,440.00
</TABLE>
31
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
4010 Gardiner, John A. $1,295.22
714 Gardiner, Wimbert M. & Jennifer W. $302.75
4375 Gardner, Barbara A $790.31
2954 Gareis, Bernard J. $225.00
4681 Garrett, Ann $535.31
1767 Garrison, Keogh & Co Pension PL $6,562.50
1766 Garrison, William & Helen $3,830.00
2596 Gaughran, Laurence C & Jean M $1,968.75
573 Geiger, Vernon G. & Anne M. $682.75
2644 Geisinger, Glen G & Lois J. $210.00
2716 Genskow, Charles L. & Barbara M. $887.50
3793 Gentling Properties $0.00
4526 Gentling Properties, a partnership $0.00
3791 Gentling, Judy R fbo Piper Jaffray $0.00
3792 Gentling, Kirk fbo Piper Jaffray $0.00
3794 Gentling, Kirk P $0.00
4525 Gentling, Kirk P. $700.00
3212 George, Robert M. $5,718.75
3667 Gerald, Rollin P. Jr. $1,800.00
2673 Gervais, Richard $2,231.53
2415 Giese, James A II (a) $5,414.90
2815 Gilbert, Daniel Custodian for Gilbert, Avery P. $0.00
2816 Gilbert, Daniel Custodian for Gilbert, Benjamin S. $0.00
</TABLE>
32
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
1108 Gilbert, Daniel D. Custodian for Benjamin Gilbert $4,887.57
1109 Gilbert, Daniel D. Custodian for Susanna Gilbert $4,887.57
1110 Gilbert, Daniel D. Custodian for Avery Gilbert $4,887.57
490 Gilbert, Glenn E. $9,743.84
2819 Gilbert, John H. #2 $4,272.75
2817 Gilbert, P. Prentice $14,906.25
2837 Gilbert, Sue S. $14,906.25
3490 Gilbert, Susan $2,115.09
2818 Gilbert, Susanne C. $0.00
3491 Gillam, William & JoAnn (a) $0.00
3491 Gillam, William & JoAnn (b) $5,787.50
2891 Gillispie, Emily C. $16,625.00
1174 Gillitzer, Robert J. $350.00
2279 Gillman, Robert S & Joanne $2,493.75
4220 Gillum, Robert B. (Trustee) $0.00
4412 Gillum, Robert B. $3,500.00
4403 Gintz, Frank $3,500.00
3814 Gintz, William B & Shirley A $8,300.00
4016 Giordano, Carmella $625.00
2576 Glander, George S. III $2,186.50
4682 Glander, Thomas C. $5,634.36
3892 Glazer, Milton $956.25
4683 Glazier-Custer, Marcia L. $1,659.65
</TABLE>
33
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
300 Glick, Robert A MD PC $10,674.83
2228 Gloudore, Theodore & Emma (a) $725.00
2228 Gloudore, Theodore & Emma (b) $3,050.00
2980 Glynn, Donald $0.00
4684 Goble, Edwin D. $3,360.53
2890 Godshalk, Gertrude W. P. (Trust) $12,468.75
2655 Goertzen, Donald L. & Wanda J. $1,910.16
4337 Goetz, Joe F. $0.00
4685 Goff, James S. $25,594.80
1382 Goldberg, Stanley J. Ttee FBO Stanley J. Goldberg $5,140.16
3276 Goldfarb, Alvin I. *DISPUTED* $0.00
*DISPUTED*
762 Goldfus, Donald W. $6,750.85
763 Goldfus, Donald W. $13,749.00
764 Goldfus, Donald W. $0.00
396 Golombek, Michael $0.00
3083 Gomez, Manuel F. & Sandra F. $0.00
3594 Gomez, Manuel l & Sandra F $0.00
2597 Gonzales, Jr., Miguel $757.00
2579 Goodwin, John P & Vicki M. $900.00
305 Goott, Dr. Bernard (a) $49,875.00
305 Goott, Dr. Bernard (b) $15,500.00
1633 Gorney, Richard J. & Rose C. $0.00
</TABLE>
34
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
524 Gorney, Richard J. & Rose C. $894.55
2528 Gotlieb, Marvin I $1,025.00
1268 Gotthelf, Daniel Profit Sharing Plan $5,152.46
775 Gould, Joseph A. $2,560.50
3710 Gouldthorpe, Kenneth & Judith $14,625.00
3059 Graff, John T. $262.50
4686 Graham, Daniel A. $1,565.33
1427 Graham, Donald B. & Linda M $0.00
4563 Graham, Donald B. & Linda M. $5,091.10
3128 Graham, Francis I & Viola $10,984.50
3730 Graham, Theodore C. & Mabel D. $4,187.50
1352 Graham, Thomas W $0.00
822 Graham, Thomas W. $5,218.20
4216 Gram, Kimberly J. $237.50
3731 Granger, Adella J. $100.00
4687 Graulich, Les $3,015.07
2685 Graves, Gordon E. I $1,275.00
4688 Greaves, Vickie S. $8,270.63
1334 Green, Gregory F. $1,040.62
3397 Green, Mike & Marcia $712.50
3435 Green, Mike & Marcia $0.00
3161 Greene, Richard L. (IRA) $0.00
2887 Gregg, Mary G. A. (Trust) $13,666.00
</TABLE>
35
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
2249 Grier, June A $1,872.00
669 Griffen, Charles D. $1,437.57
1657 Grimm, Roger C. $0.00
929 Groger, Lisa $312.75
4378 Gromer, Virginia C. (a) $22,662.10
4099 Gronbeeg, mark S $6,422.00
1523 Groner, Alex TR $2,490.05
868 Grosnick, Douglas W. $1,636.50
871 Grosnick, Douglas W. (IRA) $1,614.00
3549 Gross, L. Maureen $1,250.00
3127 Guardian Enterprises $1,062.50
3006 Gubens, Andrys $400.00
3806 Gunderson, Milan $0.00
3376 Gusaas, Robert D. $0.00
4424 Gusaas, Robert D. $168.75
4382 Gushurst, William A. & Hildegard $1,125.00
2629 Gust, John J & Viki L. $1,236.50
3294 Gustafson, Virgil R. $1,667.95
3165 Haack, Lorraine Lou & Mary K. $0.00
4503 Haack, Lorraine Lou & Mary K. $10,346.88
1659 Haag, Ronald L. & Shirley Ann $618.75
3027 Haas, Ron $925.00
1684 Hadlock, Donna G. $8,196.30
</TABLE>
36
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
792 Haer, Eunice M. $318.21
2099 Hagen, Elwood Stanley & Jane Mary $21,499.00
4085 Hahn, John $2,005.00
2671 Hains, Kelley M. $6,162.49
440 Haisch, Richard & Maureen Kay $5,218.20
1305 Haisch, Richard & Maureen Kay $0.00
3589 Hales, H. Brent $914.50
3056 Hales, Robert D. & Mary C. $8,343.74
3286 Hall, Gary W. $4,875.00
4689 Hall, Harry V. $19,368.30
2569 Hall, Helen P. $737.50
2624 Hall, Louis C. & Doris A. I $0.00
480 Hall, Louis C. & Doris A. $11,550.00
2479 Hall, Ronald J. $725.00
2617 Hall, Ronald S. & Karen T. $618.75
1950 Hall, William E. & Betty R. (a) $7,093.00
3837 Hallesy, Robert E. I $1,868.25
3979 Halligan, Irene $7,750.00
772 Halpert, Scott $2,312.50
1498 Halse, Mildred H. & Dwayne O. TTEE $9,177.15
3395 Halupnik, Ben Custodian for Dirk Halupnik (a) $1,427.75
3396 Halupnik, Ben Custodian for Mark Allen Halupnik (a) $205.99
3394 Halupnik, Ben & Nancy $1,821.88
</TABLE>
37
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
3393 Hamilton, Douglas & Deranleau, Nancy (a) $15,617.18
3390 Hamilton, Stephen K. & Cheryl A. $6,242.18
4145 Hammond, Richard H. $1,743.75
3051 Hanan, Eva Leopoid $1,375.00
3053 Hanan, Sam & Eva $1,000.00
3052 Hanan, Samuel J. IRA $425.03
2334 Hanford, Donna M. $4,734.37
2333 Hanford, William H. $4,734.37
3805 Hannah, William & Hetzel, Katharine $1,390.62
3081 Hannam, David G. $27,245.00
2927 Hannen, Sylvia A. $1,915.19
2192 Hansen Family Partnership $10,562.00
3308 Hansen, Brad $800.00
3309 Hansen, Brad $425.00
3924 Hansen, Frances I. $1,799.00
3095 Hansen, Jerry (a) $0.00
2191 Hansen, Kaye L. & Mark L. $1,025.00
2190 Hansen, Kenneth G. & Kaye L. $22,495.00
2241 Hansen, Norvel L $4,050.00
2387 Hansen, Norvel L & Eloise C $1,800.00
2286 Hansen, Robert O & Dolores E $1,775.00
2141 Hanson, Anna & Ernest $650.00
2354 Hanson, Brian G. $0.00
</TABLE>
38
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
4330 Hanson, Clifford H. $0.00
4690 Hanson, Darlene $654.44
2307 Hanson, Ralph A. $19,874.00
721 Hanzel, O.C. $2,496.47
2646 Happy Chef Profit Sharing Trust $0.00
3748 Harbor, William *DISPUTED* $0.00
*DISPUTED*
4462 Harbor, William $0.00
4151 Hardin, Kenneth D. $1,949.00
428 Hardy, John R. $1,817.74
1381 Harewood, Ivor H. MD TTEE FBO Regents Specialists $8,249.94
1835 Hargrove, Eugene & Betty R $11,412.50
3572 Harper, Blaine Taylor Family Trust $2,096.50
3734 Harper, Kenneth E. & Dorothy E. $2,564.25
3761 Harris, Dale J $2,700.00
3762 Harris, Dale J $1,606.06
543 Harris, Peter V. & Carol M. I $1,530.00
3244 Harris, Robert L. $1,075.00
2570 Hartman, Carol E. I $581.00
4054 Hartvigsen, Keith & Carol S $925.00
2291 Hartzell, Thomas H. I $1,749.50
1863 Hasbrouck, Richard J $13,889.25
1074 Hasenjager, Daniel A. $7,250.00
</TABLE>
39
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
4691 Haskett, Vera $1,563.60
3307 Hass, Leonard $1,714.50
896 Hatch, Carol L. $6,942.50
3358 Hatch, Eastman N $7,250.00
4253 Hatch, Howard IRA *DISPUTED* $0.00
*DISPUTED*
930 Haun, Bruce E. $9,628.03
4692 Haworth, Ray $2,509.28
3813 Hayes, John K. & Lillian Y. $2,681.25
3387 Hayes, Marilyn H. $5,143.75
3386 Hayes, Ted (a) $2,900.00
3386 Hayes, Ted (b) $1,498.04
1777 Hayzlett, Gordon I $6,477.57
336 Hazra, Ram & Surinder I $1,113.81
2278 Heabler, Harvey & Arlene (a) I $1,309.75
4002 Headley, Barbara $1,862.50
4693 Healey, Nancy K. $2,579.52
4694 Healey, William $9,203.11
722 Heard, Aaron $241.97
3850 Heard, Aaron $0.00
3136 Heartlein, John (IRA) $525.00
845 Hedrick, Clay E. Jr. $431.20
2447 Heers, R. G. $274.00
</TABLE>
40
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
4068 Hein, Bernard E $7,330.00
3545 Heitman, Dennis $75.00
2659 Hellam Varon & Co. $7,875.00
2660 Hellam, Charles A. $4,000.00
1097 Helland, Marlene S. $4,271.86
1291 Helland, Philips M. I $5,218.20
3704 Heller, Judith A. $4,625.00
4097 Hellige, Gene R $893.75
2973 Hellums, Virden A. (a) I $600.00
2233 Hempel, John Dans (a) $10,134.00
2634 Henderson, Bryan $1,616.50
1444 Hendrickson, William H. $9,050.30
2497 Hengesteg, Andrew & Judy $908.00
689 Henke, James A. $1,524.00
4695 Henkemeyer, Kevin D. $1,489.53
3314 Hennessey, John F $8,106.90
2175 Hennings, Donald A. $5,412.50
799 Hennings, Donald A. Trustee (a) $96,250.00
869 Hennings, Janice (Gilbertson) (a) $5,812.50
1808 Henrich, Thomas & Paula $4,403.99
3462 Henrikson, Dave $836.50
1180 Henschen, Herbert Jr. $5,500.00
4696 Henton, Marci $1,399.09
</TABLE>
41
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
2348 Herrick, Donald C. $450.00
756 Hesser, Mary N. $1,799.00
733 Hickey, Herbert J. & Janet H. $640.25
1566 Hides, Anne Brennan $1,405.28
4697 Higbee, Dale $4,184.51
1784 Hiles, Grace B $1,706.25
4698 Hill, Richard B. $642.39
3384 Hill, Robb B. & Carolyn Schnure $4,392.18
1380 Hiller, Arthur G. & Gwen TTEE Hiller Rev Trust $9,494.20
4157 Hilton, William & Lori $1,937.50
4181 Hinton, Alan & Joy $2,375.00
4180 Hinton, Alan IRA $200.00
4699 Hinze, Linda $2,789.39
1805 Hiott, Suzanne A $822.00
851 Hirschhorn, Gerard $5,937.50
4700 Hirschi, David P. $4,412.59
4290 Hirte, Robert J. $0.00
1623 Hlavati, William $3,956.50
1548 Hodgdon, Homer L & Joan M $2,574.00
1076 Hodgson, Anne E. $1,169.00
1084 Hodgson, Elizabeth Marie $630.00
1077 Hodgson, Emily A. $1,169.00
2536 Hoefert, David W. & Gloria M. $1,487.50
</TABLE>
42
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
4273 Hoffman, Barbara $1,991.00
4275 Hoffman, Keith $1,991.00
2477 Hofius, William $3,820.00
3600 Hoiem, Eric $900.00
1879 Holcomb, Howard R $3,437.49
1871 Hollett, Glen E $0.00
2371 Hollett, Jeffrey G. (a) $0.00
2704 Hollis, Robert H. $3,450.00
2766 Holm, Gordon L. & Susanne $9,171.87
1810 Holmbeck, Paul A I $1,576.59
3577 Holmes, John S. Profit Sharing Plan $4,076.10
1150 Holt, Elaine & Nancy Partnership $15,331.00
2331 Holt, John W. & Marilyn R. I $7,625.00
2369 Holt, Louine H. I $1,790.00
4007 Holt, W. Jefferson $1,133.70
4040 Holthaus, Edward N & Irene $6,768.20
695 Holtz, Charles S. $996.27
794 Holyoak, Robert H. & Lois E. $4,363.00
2495 Hook, Byron $33,906.25
3349 Horton, Dorothy S. *DISPUTED* $0.00
*DISPUTED*
4280 Horton, Reed M. & Jeanne W. $1,014.00
1460 Hoshi, Paul H. & Emiko $842.38
</TABLE>
43
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
3077 Houchins, Charles M. $1,462.50
2248 Houghton, Brad & Teresa $2,750.38
4701 Houghton, Teresa A. $6,607.30
241 Howard, Charles D. *DISPUTED* $14,896.20
*DISPUTED*
1905 Howard, Doug & Mary Lou (a) $1,541.11
3151 Howell, Donald W. $4,075.00
3098 Howell, Elmer Virgil (a) $1,437.50
3098 Howell, Elmer Virgil (b) $3,436.50
282 Howell, Floyd K. $0.00
2365 Howell, Floyd K. I $12,250.00
2508 Howell, Floyd K. Trustee for R.M. & M.H. Hill I $6,250.00
2508 Howell, Floyd K. Trustee for R.M. & M.H. Hill (I) $4,000.00
1070 Hubbell, Dean H. $1,972.00
1550 Huber, Robert A $1,247.00
2485 Hudson, Frank M. $1,351.00
4119 Hudson, Joseph Robert $3,115.00
1292 Huegel, Thomas & Jean JT TEN I $5,207.90
1608 Hughes, Joan $5,906.74
1607 Hughes, Joan E. & Blair, Leslie H. & Bishop Laur $10,127.63
2543 Hulett, Thomas C. $6,182.00
399 Hull, Richard L. $4,278.53
4702 Hultgren, Mark A. $1,705.86
</TABLE>
44
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
4534 Hummer, M. Elizabeth Powers $5,562.50
532 Hunt, Charles S. & Mary J. $1,942.43
4703 Hunter, Jeffrey $6,276.25
724 Huppler, David A. & Barbara $1,672.33
1968 Hurd, Lyman A. Jr. $377,811.03
4264 Hurst, Donald & Diane *DISPUTED* $0.00
*DISPUTED*
4071 Huseby, Roger C & Virginia R $587.50
3380 Hutzler, Arthur C. $11,646.75
4704 Hyndman, Karen $2,683.58
3018 Iaukea, Martin H. $5,374.00
2373 Ickes, Donna B I $787.50
1506 Ihnen, Lloyd & Erika $10,364.15
2995 Inserra, Anthony F. $637.50
4341 Ireland, H. Allen *DISPUTED* $0.00
*DISPUTED*
4705 Isakson, Daniel R. $2,093.16
4425 Ivers, Kenneth J. & Pearl A. $0.00
2185 Izad Investments $14,563.28
3295 Jablonski, Robert & Kathleen Ann $1,175.00
2105 Jabro, Izzat H. I $1,000.00
3176 Jabro, Salwa Custodian for Fabian A. Jabro $0.00
4504 Jabro, Salwa Custodian for Fabian A. Jabro $571.88
2548 Jackson, Jeffery D. I $2,343.75
</TABLE>
45
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
2952 Jackson, Marvin N. $15,001.00
2883 Jacobs, Ann F. (Trust) $10,875.00
739 Jacobs, Donald L. (a) $7,935.10
545 Jacobsen, Rhonda H. & Douglas $1,931.25
1325 Jaeger, William R. $3,909.10
1099 Jaffe, Rainer G. $1,202.63
2590 Jankovich, Paul $6,249.00
2205 Janzing, Catherine C $1,166.87
2206 Janzing, Robert W $1,493.75
2204 Janzing, Robert W & Catherine C $707.50
720 Japy, Bernard (a) $1,210.00
530 Jared, Robert P. & Marilyn A. $50.00
4706 Jarolimek, Lubos $10,542.80
4413 Jarrett, Elaine Y. $7,375.00
673 Jarrick, Bluma K. $19,493.80
3115 Jasper, Cynthia $225.00
1686 Jayson, Carl $798.75
2618 Jebsen, Nancy J. $797.00
3116 Jebsen, Nancy J. $797.00
4707 Jenks, Gary $1,839.78
2256 Jensen, Brent I (a) $1,593.75
529 Jensen, Nancy J. $797.00
544 Jensen, Vyles E. $7,374.00
</TABLE>
46
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
3746 Jergensen, Margaret M $3,812.50
3163 Jergensen, Margaret M. $0.00
1631 Jessop, Ione (b) $4,250.00
2557 Jeude, Maurine J & Castellow, Charles $687.50
2476 Jeude, William W. Pension Plan $1,125.00
2475 Jeude, William W., Profit Sharing (a) $4,187.50
1658 Joerding, Clinton W. $1,623.12
3352 Johannes, Jerry F & Leone $48,590.00
2834 John, George L. $3,116.00
1667 Johnke, Ronald M & Dianne M $3,312.50
3526 Johnson, Bonnie L. (a) $4,867.68
3524 Johnson, Bonnie L. & Duane (a) $2,200.00
4708 Johnson, Daniel $2,207.58
3909 Johnson, Douglas B. $756.25
1685 Johnson, Harold R. & MaryAnn $367.00
2268 Johnson, Herbert W $7,625.00
3557 Johnson, Ken L. $1,068.75
4709 Johnson, Layne D. $1,319.82
1881 Johnson, Mathis Steven & Diane R. Trustee $44,935.15
2015 Johnson, Phillip c & Joyce L. $1,032.01
1592 Johnson, Richard & Shirley (a) $1,799.00
526 Johnson, Robert W. & Margaret S. $2,465.25
4323 Johnson, William A. $5,375.00
</TABLE>
47
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
829 Johnson, William E. III I $4,980.40
3196 Johnston, Jean A. $0.00
4406 Johnston, Jean A. I $3,843.75
1378 Jones, Elizabeth S. $7,526.53
1377 Jones, Janet D. $6,896.50
4710 Jones, Judith A. $5,383.43
2376 Jones, Lorin V $11,487.00
3442 Jones, Lorin V. (b) $3,936.65
3102 Joneschild, Edward D. (IRA) $7,810.40
4333 Jordan Meat Profit Sharing Plan $4,414.00
2247 Jorgensen, Jack N $7,900.00
1759 Joukowsky Family Foundation $140,862.70
2843 JRH-3 (a) $3,166.50
999 Judd, Eric K & Debra L $7,777.84
2287 Judd, Roy C & Isabelle B $1,600.00
3523 Kadrlik, Wencl T. & Catherine E. $9,310.93
656 Kaegi, Walter & Bertha $5,761.50
588 Kalin, Irvin & Edeltraut E. $39.48
1885 Kalin, Irvin & Edeltraut E. $0.00
2999 Kalnoski, Lisa $625.00
3013 Kaluza, Michael E. $1,249.00
3522 Kammermeier, Raymond J. $4,679.68
3521 Kammermeier, Raymond J. IRA (a) $328.12
</TABLE>
48
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
366 Kane, Dennis G. & Lorraine $2,499.00
4711 Kane, George $9,565.15
2400 Karkanen, Dale A & Dorothy I $1,010.84
641 Karp, Sol $43,328.55
2984 Kasza, Greg L. & Elinore E. $899.99
3434 Katter, Gloria J. (a) $22,290.00
2444 Katz, Ben E. $4,303.16
4129 Kaufman, Lawrence H I $600.00
4712 Keegan, Robert $25,284.90
1188 Kelley, Jerry D. & Anna-Mae $15,995.90
3113 Kellnhauser, Bart TTEE $475.00
4556 Kelly, William J. & Delores W. (a) $1,531.25
1938 Kemp, Keith K. *DISPUTED* $0.00
*DISPUTED*
3665 Kemps, Bernard H. & Marion E. $562.50
4092 Kennedy, Kathryn (a) $0.00
3362 Kennedy, Terry Lee & Marsha F $1,000.00
2875 Kenneth Lavey Estate $11,557.90
3907 Kent, Mark. A. Estate of $2,799.00
660 Keppeler, James G. (a) $2,120.05
660 Keppeler, James G. & Patricia A. (b) $6,813.19
3144 Keppy, Carol A. $0.00
4583 Keppy, Carol A. $4,703.12
</TABLE>
49
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
None Key Trust Co. of Ohio N.A (a) $27,433.50
1113 Kessler, Charles & Ellen (a) $1,890.00
2035 Khalaf, Samir & Suad $14,877.39
2266 Kibbie, Carla S $1,778.31
2264 Kibbie, F. Michael & Carla K. $3,609.63
2263 Kibbie, F. Michael & Carla S $4,109.55
2265 Kibbie, F. Michael & Carla S. $3,984.63
2267 Kibbie, Frederick $1,770.88
2330 Kilpatrick, Ralph E. & Marillyn L. $0.00
1510 Kimball, Marvin C. $7,654.44
2018 Kimberley, Barbara B ttee fbo David L. French $5,239.50
1988 Kimberley, Barbara B. (Trustee) $5,239.50
470 King, A. Bruce & Martha G. $4,113.93
1743 King, Barbara & William $14,067.78
2393 King, Robert A $1,708.72
4713 King, Roland R. $28.59
3772 Kirby, Jack I $3,750.00
2603 Kirschnick, Herman E. IV *DISPUTED* $0.00
*DISPUTED*
3354 Kirtland, John & Gloria $2,492.75
4262 Kiser, Angus W. $0.00
4214 Klaas, Bruce Gregory Jr. $0.00
4239 Klaas, Jr., Bruce Gregory & Janis K. $4,065.64
</TABLE>
50
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
1288 Klaas, Mark Geoffrey $3,146.51
2093 Klansnic, Richard J. *DISPUTED* $0.00
*DISPUTED*
4124 Klaus, Melvyn $436.50
4028 Klein, Michael E $4,499.00
Klein, Wilfred R. & Pauline $5,967.00
904 Klien, Wilfred R. & Pauline Trustees $5,967.00
3351 Kline, William C $25.88
3173 Kloeckner, Dale E. & Kloeckner Marla J. $0.00
4505 Kloeckner, Dale E. & Marla J. $203.12
3431 Klopfenstein, Kent E. $18,243.12
4399 Klopp, Randy $1,236.50
3188 Kluver, Douglas & Jacqueline $0.00
4564 Kluver, Douglas & Jacqueline $1,162.50
467 Knag, Kathleen $1,246.87
4714 Knapp, James D. $3,230.65
4142 Knoblauch, Arthur Jr. $125.00
1606 Knoblich, Ronald $1,794.38
1374 Knowles, Raymond V. & Louise A TTEE for $13,675.63
Knowles Family Trust
1635 Koch, Ellen A. & Glenn R. $2,081.12
2601 Koley, James L. $6,100.00
4089 Koley, Joseph P Jr $250.00
3987 Koley, Joseph P. Jr. & Margaret A. $250.00
</TABLE>
51
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
785 Koontz, Howard W. $6,844.00
395 Koopman, Andrew & Donna L. $4,214.25
2525 Kordes, Patrick V. & Lynn $300.00
4715 Kostin, George $8,369.57
2512 Kotz, Vernon J. I $1,962.50
3015 Kovakovich, Ann E. $1,000.00
4716 Koyle, J. Dennis $26.37
4717 Koyle, John M. $1,596.54
2084 Kraft, John F. $1,750.00
3209 Krause, Lee E. $1,050.00
541 Krause, Ronald L. Vivian J. $447.51
4377 Krogness, Elizabeth S. $142.50
2701 Kruse, Dale & Sandra $1,987.50
1714 Kuhns Investment Co. (a) I $17,542.59
2301 Kumerow, Vernon E & Vera F I $1,845.95
2356 Kumke, Thomas A. $1,917.13
4469 Kuncheff, Johnny & Irene R. Family Trust $5,743.75
2522 Kuntz, William E. & Barbara B $5,065.00
2349 Kuny, Rosemary $8,102.50
410 Kunzman, Douglas A. & Mary R. I $1,393.00
2340 Kunzman, Michelle L. $1,600.00
3797 Kurtz, Janice L $2,361.54
3597 Kusak, Anton C $2,875.00
</TABLE>
52
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
3162 Labore, Elaine M. (IRA) $0.00
4506 Labore, Elaine M. (IRA) $793.75
3164 Labore, Everett R. (IRA) $0.00
4507 Labore, Everett R. (IRA) $806.25
550 Lackey, Timothy S. & Nancy L. $856.53
4018 Ladd, Dean & Francine $112.50
2042 Ladin, Samuel S. & Florence (a) $3,405.50
608 LaFreniere, Gregory P. (a) $3,292.00
607 LaFreniere, Kristine $1,824.00
4718 Lagerway, Richard W. $2,758.44
1176 Lahey, M. Eugene, & Edna M. I $862.50
1152 Laird Norton Trust Co. $5,250.00
3817 Lajoie, Everett R. $0.00
4429 Lajoie, Everett R. $0.00
1372 Lake, W.R. Jr. TTEE for WR Lake Jr Trust $6,550.75
2470 Lakeside Ind. Emp Pension $11,681.00
519 Lamb, Patrick D. $2,598.02
2879 Lambert, Maurice (Rollover) $2,852.00
2878 Lambert, Maurice Defined Plan $3,562.50
2880 Lambert, Maurice N. & Audrey $7,125.00
2592 Landess, Robert C. $656.25
2571 Landgraf, Eugene M. $1,125.00
4719 Landon, Richard Michael $9,121.44
</TABLE>
53
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
4720 Landwehr, James $1,580.60
2465 Landy, Michael A. & Patricia A. $537.50
3428 Lane, Joseph R. Sr. $24,211.87
2230 Lang, Kenneth E $481.25
2876 Lansbury, James $2,237.40
2877 Lansbury, Katharine $2,996.77
1153 Laird Norton Trust Co. - Account 4902 $19,375.00
2619 Larkin, Don & Lani $11,818.25
2140 Larkin, Robert E. $30,912.50
4721 LaRose, James C. $1,434.95
2326 Larry Stilinovic Pension Plan $3,250.00
3126 Larry, Robert N. $0.00
4584 Larry, Robert N. $3,599.00
2219 Larsen, Kenneth $1,112.50
4618 Larsen, Robert P. & Lorna A. (a) $9,688.00
3475 Larson, Russell J. & Patricia $2,749.00
603 Larson, Scott R. $7,535.55
4722 Larson, Zane W. $5,166.88
361 Lasch, Earl H. & Hermoine $1,624.00
3635 Lastavich, Dan L. $0.00
3042 Leach, James H. $2,055.00
3045 Leach, Marian $1,162.50
3770 Leacox, John E. & Betty M. $0.00
</TABLE>
54
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
4509 Leacox, John E. & Betty M. $573.75
3640 Leader, Edwin P. Jr. $637.50
4723 Leavitt, Eric O. $11,767.47
966 Leavitt, Willard H & Mildred S. $1,655.00
448 LeChard, Allan P. $4,165.00
362 Ledbetter, Allison W. Jr. $896.00
1370 Leddel, Harry I & Ruth Arlene Trustees $17,478.66
4437 Lee, Joseph E. $2,450.00
3174 Lee, Mary V. $0.00
4508 Lee, Mary V. (a) $5,199.00
4508 Lee, Mary V. (b) $12,500.00
3678 Lee, Roger $750.00
678 Leemkuil, John W. & Peggy S. (a) $737.50
678 Leemkuil, John W. & Peggy S. (b) $1,756.25
2670 Leet, William S. $2,937.50
279 LeFevre, David D. (a) $1,000.00
279 LeFevre, David D. (b) $1,313.00
279 LeFevre, David D. (c) $1,350.00
279 LeFevre, David D. (d) $1,013.00
279 LeFevre, David D. (e) $2,251.00
279 LeFevre, David D. (f) $2,649.00
279 LeFevre, David D. (g) $1,520.00
4352 Leicht, Jack H & Bettie $0.00
</TABLE>
55
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
1762 Leigh Management Associates $37,000.00
3427 Leistad, Arlene (a) $10,259.38
3284 Lemon, Roger A. & Myrel L. $1,789.00
3185 Lengemann, Marvin & Clarice I $850.00
1369 Leonard, Robert Jr. $9,138.50
1368 Leonard, Steve C. $5,372.75
2651 Leonardson, Elmer C. $0.00
2155 Lerchen, Norman A. $9,171.65
3974 Lessard, Leslie W. & Sherry M. $500.00
4069 Lesselyong, Mark J $1,175.00
4335 Levang, Curtis A. $650.00
486 Levant, Richard S. $1,518.75
3848 Levant, Richard S. $2,343.75
423 Lewis, Charles R. $1,831.71
734 Lewis, Dan L. & Margo A. $1,226.00
2453 Lewis, Richard D. $560.00
2251 Lhotka, Allan J $1,779.00
2552 Liebel, Dwaine B. $0.00
4724 Liendo, Delfina $1,183.42
1431 Lievan, Marian $2,178.25
3753 Light, H. R. & Rhea M. $0.00
4490 Light, H.R. & Rhea M. $950.00
684 Lilley, H. Clair $3,931.00
</TABLE>
56
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
4725 Lillo, Lawrence D. $10,122.62
1573 Lin, Tham H H, I $4,916.00
3657 Lincoln Trust Company Custodian for Joseph $5,125.00
Martin Imhoff
2549 Lindberg, Warren I $264.81
2290 Lindquist, Bruce & Nancy E. $787.50
2275 Lindquist, Bruce T $1,140.00
2276 Lindquist, Bruce T & Nancy E $2,137.50
2277 Lindquist, Bruce T & Nancy E $1,687.50
2292 Lindquist, Bruce T. & Nancy E. $1,037.50
3670 Lineburg, Lucille $0.00
3780 Lineburg, Lucille $2,150.00
4091 Lipa, Walter & Patricia $221.87
2318 Lipit, Michael & Muriel $2,096.00
2319 Lipit, Muriel $2,971.00
1430 Littler, Jan Elizabeth Exec of Est Pauline Littler $3,190.50
412 Livingston, Larry D. $3,464.63
3721 Lloyd, Michael *DISPUTED* $0.00
*DISPUTED*
3946 Lo, Su Chieh Chen $21,146.98
1092 Lockwood, Beverly F. (a) $206.25
1106 Lockwood, Beverly F. (a) $0.00
2662 Logan, John $4,625.00
2663 Logan, John S. $70,281.25
</TABLE>
57
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
3203 Logan, Mark $1,937.50
3650 Longnecker, Doris & John $0.00
4590 Longnecker, Doris & John $1,768.78
3318 Los Angeles County Employee Retirement Assoc. $117,175.00
4726 Loveless, Kathy Wood $5,005.69
3425 Lucky Ladies Investment Club $2,653.13
2946 Ludwig, John $1,999.00
4727 Lundgren, Roy A. $3,651.58
758 Lusinger, Margaret S. $3,502.23
2142 Lutz, Kendall D. $0.00
1209 Lutz, Kendall D. & Lois L. $3,125.00
521 Lyle, Harry & Carol $5,000.00
2919 Lyman, Gary B & Jo-An H $3,206.25
354 Lynch, William T. $12,451.75
1463 Maahs, Earl H. & Susan I. $2,463.81
2669 MacCloskey, Jane $2,100.00
2863 Mackenzie Trust (a) $9,906.25
2979 Macks, Earl R. & Marilyn $0.00
2964 Madich, Candace $437.50
1887 Madison, James R. $428.93
4728 Madrigal, Robert J. $5,134.43
3347 Magee, Michael C $150.00
1439 Maggio, John P. & Patricia J. $11,436.00
</TABLE>
58
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
3125 Maggio, John P. & Patricia J. $0.00
4580 Maggio, John P. & Patricia J. $00
4033 Magnuson, Grant A & Louise A $1,311.50
4034 Magnuson, Grant A & Louise A $4,211.50
4035 Magnuson, Grant A. & Louise A. $2,899.00
2606 Mahal, Avtar S. $4,314.00
4729 Mahnke, Steven $3,781.91
2159 Mahoney, Jane L. $2,875.00
2158 Mahoney, John A. & Jane L. $19,375.00
4135 Mahowald, Alfred F. $562.50
3695 Maier, Mr. & Mrs. $837.50
3696 Maier, Mr. & Mrs. $0.00
4460 Maier, Mr. & Mrs. $125.00
1450 Maier, Paul V. & Shirley D. I $5,917.00
4153 Maitre, Dwain J. & Lenore $2,276.00
4730 Majerus, John L. $1,500.60
2949 Major, Mark W. & Nancy A. $150.00
302 Makam, Chandralekha N. $4,028.75
1373 Mallen, Willis Sr. TTEE Raymond V. Knowles Trust $9,609.63
2417 Mallon, Russell E $950.00
4731 Malone, Robert A. $20,430.72
4435 Managed Services Inc. Employee Profit Sharing Plan $3,150.00
2967 Mandala Communications $3,721.87
</TABLE>
59
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
3438 Mandapati, Satyanarayana & Vimala Devi $3,312.49
2492 Mandelbaum, Anita $1,462.50
1926 Mandelbaum, Jill B. (a) $806.25
2761 Mandelbaum, John R. IRA $1,072.00
2760 Mandelbaum, John R. Profit Sharing $664.00
1927 Mandelbaum, Norman B. (a) $9,724.00
3875 Marcinko, Gerald F. I $1,750.00
4193 Mares, Louise $2,093.75
4061 Maring, Gary & Sally B $239.50
2183 Markoff, Sven C. & Jane C. $2,432.25
2229 Marohl, Judith A $975.00
2638 Marr, Arnold R. & Joan M. $225.00
291 Marr, Arnold R. & Joan M. $0.00
3720 Marrs, Don & Sandi $1,425.00
2146 Marsh, Barbara Dee I $1,163.26
3421 Martens, Margaret (a) $4,788.75
4118 Martin, Benjamin O. (a) *DISPUTED* $0.00
*DISPUTED*
1246 Martin, David R c/f Rebecca M. Martin $4,992.43
1233 Martin, David R. $9,020.50
1247 Martin, David R. $1,294.00
1267 Martin, David R. c/f Katherine A. Martin $7,705.01
945 Martin, Jack D $4,049.00
</TABLE>
60
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
1516 Martin, Lois M. (a) $11,625.00
290 Martinsen, Richard D. $686.50
4196 Martinson, Paul $1,461.50
2274 Marx, David C $4,939.50
3554 Maschka, Paul $112.50
3178 Masek, Joseph M. & Blanche M. $0.00
4510 Masek, Joseph M. Jr. & Blanche M. (a) I $2,375.00
4510 Masek, Joseph M. Jr. & Blanche M. (b) I $3,000.00
4732 Matheson, James D. $8,499.14
688 Mathews, David S. (Cust.) $873.00
2243 Mathews, Earl & Irene $588.00
3158 Mathews, Maedean $0.00
4419 Mathews, Maedean $1,870.31
3157 Mathews, Maurice D. $0.00
4420 Mathews, Maurice D. $2,067.19
2041 Mathewson, Charles N. (a) $25,812.50
2041 Mathewson, Charles N. (b) $174,662.50
2405 Matson, Les N. & Beverly M. $4,900.00
776 Matthews, Kelly King & Mary Lynn J. $4,760.97
4733 Matticks, Deborah H. $3,377.56
4734 Matulich, Helen $1,047.17
4256 Matulis, John $500.00
4132 Matzer, Frederick E. $1,649.00
</TABLE>
61
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
1087 May, W.H. Jr. & Hennings, D.A. (a) $25,875.00
2504 McAlees, David G. $3,625.00
862 McAllister, James R. $6,750.00
292 McArthur, Lewis L. I $1,912.50
967 McCafferty, James W. $4,600.00
2107 McCarter, Charles V. (a) $8,155.68
798 McCarthy, Richard F. (a) $9,250.00
3005 McCaughey, Rosanne G. $300.00
4735 McCauley, Larry E. $2,888.37
4736 McCauley, Thomas Leo $3,710.68
4567 McClary, Janet L. $212.50
2114 McCleary, Robert S. $1,765.25
2520 McClenachan, Dianne (Isaacson) $318.75
650 McClenachan, William B. 1506.97
2184 McClung, Charles E. I $3,440.13
1813 McConachie, John W JR $1,241.56
1814 McConachie, John W. Jr. $1,842.89
2728 McConadrie, John $633.03
2729 McConadrie, John Jr. (a) $1,027.70
1735 McCormick, Leroy C. $4,848.54
1734 McCormick, Richard S. $42,224.00
1736 McCormick, Richard S. IRA $13,194.00
2235 McCray, Samuel A I $2,252.50
</TABLE>
62
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
1238 McCune, Lance TTEE $7,192.34
2363 McDaniel, Richard A. $0.00
2870 McDonald, Elaine Marie $12,468.75
3420 McDonald, Frank A. & Mildred (a) $675.00
3420 McDonald, Frank A. & Mildred (b) $7,530.47
4737 McDonald, Thomas P. $1,708.33
1428 McElliott, Michael V. TTEE Lee McElliott Trust $16,666.98
4078 McElmary, William J. $1,149.00
1009 McGrath, Mary K. $10,037.50
1085 McKay, Jane Teresa (a) $325.00
1085 McKay, Jane Teresa (b) $5,844.00
4738 McKenzie, David R. $10,545.85
1563 McKillop, Paul J $80,496.70
2793 McKim Trust fbo Lewis M. Kean $1,997.85
2867 McKim Trust fbo Lloyd G. Kean $1,997.85
2792 McKim Trust fbo Paul McKim $1,997.85
2868 McKim Trust fbo Sam Douglas $998.92
4739 McMasters, Dennis H. $833.98
289 McMurray, Jack W. $833.00
1611 McNairy, Ryan $5,888.57
1424 McNairy, Sean Fort (a) $2,121.37
538 McNaught, Ron Jr. $1,147.81
856 McRill, Eugene B. & Burneta J. $1,825.00
</TABLE>
63
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
2636 McRill, Eugene B. & Burneta J. $0.00
4740 McTear, John A. $16,304.45
4741 Means, James A. Jr. $166.33
4209 Mecham, Norman D. & Karma R. I $0.00
4411 Mecham, Norman D. & Karma R. I ? $4,312.00
698 Medaris, Nancy Hazel $11,745.50
630 Meehan, Richard & Marcella $3,675.00
3154 Mehmke, Carl W. $2,765.62
4742 Mehrenberg, Davis S. $2,412.38
4182 Mehta, Ramesh H. & Sangeeta R. $1,651.80
2434 Merfarm a/c F5 G $17,375.00
4743 Merrell, Jason $6,149.04
1202 Mesler, Myron D. $29,649.00
1201 Mesler, Paul S. $14,748.00
2580 Metcalf, H. Wilson $1,275.00
3191 Methodist Hospital Funded Depreciation Peregrine $11,250.00
4744 Meucci, Lisa A. $1,875.81
2224 Meyer Bros Dairy Inc $5,500.00
3877 Meyer, John R. $12,324.00
2577 Meyer, Loren T. cust Kern, Elizabeth $2,615.62
1770 Meyer, Sharon A (a) $7,406.25
666 Meyerson, Robert S. $1,493.09
1072 Midthun, Glenn L. & Sylvia A. $0.00
</TABLE>
64
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
3986 Midthun, Glenn L. & Sylvia A. $803.12
4070 Mielke, Leo G $9,387.50
3167 Miller, Arlon & Doris Y. $0.00
4511 Miller, Arlon & Doris Y. $62.50
746 Miller, Dorthea M. $2,549.00
3777 Miller, Laurence $994.40
3038 Miller, Paul A. & Sylvia R. $1,250.00
1422 Miller, Peggy G. Sole Prop Emp Mpp Pl $3,430.75
1423 Miller, Peggy G. TTEE FBO Peggy Miller Fam Trust $7,854.25
4162 Miller, Shauna P. $0.00
2635 Million, Lois M & Lewis E. $75.00
2406 Millsap, Clarence D. $7,797.00
3933 Milton, Maxwell I $2,871.66
2611 Mingo, Richard L. I $1,772.00
2620 Mingo, Richard L. & Phyllis A. I $4,502.74
747 Minnaert, Dean F. & Marlene I $1,267.19
2166 Mitchell, Gregory J. (a) $3,164.85
1421 Mitchell, James R. $978.13
2167 Mitchell, Susan D (a) $3,164.85
3816 Mizener, Alice $0.00
4431 Mizener, Alice $0.00
2367 Mock, Patricia M. $300.00
2993 Moffitt-Lindway, Doris $5,220.00
</TABLE>
65
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
310 Mollet, Earl H. (Trustee) $1,188.65
4745 Monson, Gerald C. $20,397.82
1761 Montclair Orthopaedic Group Pension $136,501.15
4291 Moore, Daniel C. $32,456.25
4321 Moore, Donald W. & Donald E. $225.00
2668 Moore, J. Peter $2,098.18
3315 Moore, Jeffrey S & Rebecca J I $425.00
2305 Moore, Joe A. & Rea M. $1,937.50
1705 Morgal, Margaret L. $574.40
1420 Morgan, David F. $5,641.34
2036 Morgan, James & Rose $1,275.00
575 Morgan, Margaret E. $8,638.70
3971 Morgan, P. H. Trust - A. Morgan $6,923.87
3970 Morgan, P. H. Trust - V. Benedict $6,923.86
2320 Morgan Stanley & Co., Inc. $5,993.00
1588 Morris, Newbold "Bob" Capt $76,265.00
3886 Morrison, George H. $2,581.25
2153 Morrissey, John T. & Marie W. $1,905.25
2599 Morrissey, Marie $1,238.75
2652 Mortensen, John H. $1,000.00
3989 Morton, Frank A. & Linda M. $1,509.61
2846 Moskin, Nancy $10,012.50
2285 Moss, Lee W $23,000.00
</TABLE>
66
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
2963 Mostoller, I L Suzie $875.00
4354 Mountford, Roger & Donnis $1,462.50
4746 Mower, Clark M. $22,709.09
2491 Moyle, Henry D. $37,233.80
3782 Ms. Dee Inc. PSP $1,198.54
2135 Muck Farms Inc. $2,750.00
4141 Mudgett, Albert G. $2,024.00
3664 Mueller, Frank C. $2,455.00
2351 Muellerleile, Richard $2,887.50
425 Mueske, Duane & Willia $0.00
1849 Mueske, Duane & Willia $5,218.20
1003 Mukamal, Daniel $276.75
4561 Murphy, Brian E. & Kathryn A. $4,000.00
3214 Murphy, Carol J. Trustee $1,000.00
3189 Murphy, Mary Jane, Estate of I $2,700.00
1773 Murton, David B $6,528.50
1419 Murton, David IRA $2,031.37
1503 Musgrave, Violet & Cheryl & Dara $2,634.34
2397 Myhr, Jerry B. (a) $1,843.75
3766 Naegele, Robert O JR $1,500.00
2070 Nakagawa, Eiko (a) $19,366.50
2070 Nakagawa, Eiko (b) $5,907.76
701 Nakamura, Milton (Estate) $2,474.00
</TABLE>
67
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
3071 Napier, Dan $3,725.00
1533 Nasseta, Anthony F. (a) $375.08
1466 Nassetta, Cecelia (a) I $375.00
1892 National City Bank-Dayton, Trustee for I $1,245.84
2429 National Gardening Assoc. a/c NGA (a) G $7,831.25
4101 Nau, John C $3,125.00
3587 Nelson, Arthur E. $26,875.00
3556 Nelson, Clyde & Bessmarie $1,362.50
2958 Nelson, Elizabeth J. $700.00
2106 Nelson, Herman L & Margaret B. $1,950.00
4067 Nelson, Iva Marie $427.50
3586 Nelson, Jim $852.00
2957 Nelson, Kenneth $450.00
3869 Nelson, Nancy A. $487.50
2518 Nelson, William A. $1,212.50
3884 Nelson, William A. & Doris L. $287.50
4747 Nemeth, Rick $1,633.43
3237 Neonatology PA Profit Sharing $2,858.00
4247 Nesmith Two $0.00
4455 Nesmith Two $0.00
1505 Ness, Wayne R. & Mary M. I $787.50
1344 Netten, Twila F. $10,364.15
651 Neubauer, David J. $0.00
</TABLE>
68
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
3170 Neubauer, David J. $0.00
4524 Neubauer, David J. $8,999.00
2466 Nevil, Bob J. *DISPUTED* $0.00
*DISPUTED*
2854 Neville Rodie & Shaw Profit Sharing Trust (a) $32,793.75
386 New Alternatives Fund, Inc. $466,021.24
3601 New Cycle Foundation (a) $227,125.00
1481 Newgard,Traci $62.50
4748 Newman, Elmer C. $11,038.22
1915 Newman, Jay & Pauline $924.00
2896 Newton Falls Paper Mill (a) $49,687.50
3558 Nicoll, Matt $0.00
3559 Nicoll, Matt $0.00
4394 Nicoll, Matt $1,137.50
726 Niederer, Robert & Ruth $3,951.60
740 Niederer, Robert H. & Ruth G. $2,099.00
600 Nielsen, Kenneth N. & Fern S. $1,498.75
4094 Nixon, Helene J $425.00
4095 Nixon, Michael T $9,281.25
309 Noel, Dale A. & Kathryn L. (a) $0.00
578 Nogg, Alvin S. & Manya E. $1,999.00
4073 Nokomis Investment Club (a) $331.00
4073 Nokomis Investment Club (b) $0.00
</TABLE>
69
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
3101 Nolte, Robert C. & Betty Jo (a) $2,037.75
3957 Noonan, Grace C. $48,350.00
2020 Nordstrom, Elmer J. Estate of $101,913.00
3854 North, Kathleen L. $12.50
2588 Northup, Richard E. & Shiley J. $875.00
1167 Norwest Bank Colorado, N.A. (Custodian) $14,983.87
2332 Nowell, May $1,890.00
2375 O'Brien Enterprises LTD Prof Shar Plan @ Trust $15,375.00
1485 O'Brien, John T & Jeanne T. $5,373.43
4075 O'Halloran, Cynthia H $3,308.71
1240 O'Kief, James M & Nancy S. $1,843.75
3894 O'Neil, Donald R. & Rosella I $1,550.00
4749 Oanes, Gerald $2,551.92
920 Odesky, Stanford $999.95
3584 Oetken, Herbert E. $1,362.50
4387 Okey, Kyle C. I $1,800.00
2607 Oldakowski, Robert A. & Dorothy A. $3,375.00
2758 Oliver, Douglas & Holly $200.00
1273 Ollie, Mary $1,377.18
834 Olmstead, Daniel (a) $7,140.09
1418 Olmstead, Peter Def Ben Ret Tr $13,212.72
2695 Olofson, Clifford (a) $1,856.25
3964 Olsen, Christine fbo Amy Olsen & Sarah Olsen $2,031.25
</TABLE>
70
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
3950 Olsen, Erdean (custodian) $23.75
3951 Olsen, Erdean (IRA) $825.00
3949 Olsen, Erdean Custodian for Travis Clark $0.00
4432 Olsen, Erdean Custodian for Travis Clark (a) $23.75
3195 Olsen, Glenn H. $4,415.00
3963 Olsen, J.R. & Christine L. $1,065.62
481 Olsen, Marjorie A. $131.25
4750 Olson, Christine A. $1,885.86
859 Olson, John L. (Trust) $12,300.09
2731 Olson, Wayne P. $3,437.50
3377 Ophthalmolgy PA Profit Sharing $0.00
3444 Ophthalmology PA Pen Pl $0.00
4489 Ophthalmology PA Pen Pl $7,062.50
4488 Ophthalmology PA Pro Shar $7,062.50
865 Ophthalmology PA Pro Shar FBO Tom Purcell $0.00
846 Opthalmology PA PEN PL $0.00
492 Orinkawitz, Edward P. I $1,006.00
1820 Ormsby, Richard & Rae $1,875.00
1822 Ormsby, Richard E Family Trust (a) I $85.00
767 Orr, Rufus D. $123,701.25
1184 Ottertail Investment Group (a) $864.04
2502 Overby, Glenn & Ruth $900.00
420 Owen, Eleanor P. $10,558.75
</TABLE>
71
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
2735 P. O. Investment Club $1,725.00
4194 Pacey, John S. $0.00
4521 Pacey, John S. $400.00
3719 Pacific Northwest Sport & Physical Therapy $7,125.00
3823 Pacific Steel Casting Co. $106,300.00
2767 Pack, Douglas H. (a) I $1,350.00
612 Padberg, Godfrey P. $4,032.81
3100 Paden, David W. J. $1,221.90
1127 Pai-Panandiker, Kamlesh & Mangala $0.00
2956 Pai-Panandiker, Kamlesh & Mangala $2,161.50
1128 Pai-Panandiker, Mangal (Custodian) $0.00
2971 Pai-Panandiker, Mangal (Custodian) $2,161.50
4270 Palmer, Kenneth J. $0.00
4751 Pannier, Tricia F. $2,590.13
674 Paper, Steve (Cust) $375.00
1989 Pardey, Harold M. & Elaine $7,566.75
3906 Parenteau, Vern J. $0.00
683 Parke, Kenneth L. & Sara L. $712.50
3060 Parker, Blaine & Mary Ann (b) $9,455.80
2948 Parker, John & Bonnie $500.00
2527 Parker, William A. $2,063.00
2531 Parker, William A. $625.00
4115 Parmley, Clinton A & Betty Jane $1,575.00
</TABLE>
72
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
2111 Parsons, Larry D. I $1,055.84
1663 Passey, Mirl J. $2,682.59
1900 Patel, Bharatbhai & Niraben B. I $1,317.49
4576 Patten, James $3,187.50
1119 Pauley, James L. & Virginia E. $5,200.81
1526 Pauley, Mary J $244.52
3304 Payne, David J I $1,879.85
2353 Pearson, Gorden A. & Jean $650.00
4012 Pebbles, Harold & Ann $5,250.00
4013 Pebbles, Harold A. D.D.S., P.S. $6,375.00
3123 Per Mar Security & Research Corp. $3,400.00
2428 Peragrine Financial (a) G $8,293.75
468 Peretz, Daniel - David Peretz Custodian *DISPUTED* $587.50
*DISPUTED*
4229 Peters, Carl J. $1,722.00
2076 Peters, Elizabeth S. $1,781.25
3839 Petersen, David $2,353.50
4167 Petersen, Leon O. & Joan K. $587.50
4222 Peterson, Gary M. I $1,550.00
517 Peterson, Judith I. $893.52
4752 Peterson, Minton $725.57
4753 Peterson, Raymond G. $1,785.40
4754 Petras, Ann $2,311.62
</TABLE>
73
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
1897 Petree, Alice A. $4,505.41
2831 Petree, Alice A., Special NRS A/C $0.00
469 Petry, Glen E. *DISPUTED* $0.00
*DISPUTED*
647 Pewterbaugh, Nancy J. $3,700.00
2707 Pflipsen, Terry $1,481.25
1867 Phalin, Thomas L & Patricia J $832.50
2094 Phelps, James J. $12,375.00
2630 Piano, Robert G. $1,350.00
4254 Pieri, Susan $0.00
3192 Pigott, Charles M. $26,375.00
3121 Pilgrim, Evelyn H. $4,300.00
1848 Pincus, Jacqueline K $8,012.00
3999 Pint, Allan & Sandra $1,337.50
3643 Piper Jaffray (Custodian) Julieanne E. Westland $400.00
3647 Piper Jaffray (Custodian) Ronald A. Carlson IRA $0.00
3651 Piper Jaffray (Custodian) Rebecca S. Joseph IRA $1,138.00
4512 Piper Jaffray (Custodian) Richard L. Greene $850.00
4513 Piper Jaffray (Custodian) Robert M. Chastain SEP $918.75
4586 Piper Jaffray (Custodian) Ronald A. Carlson $0.00
4587 Piper Jaffray (Custodian) Hoyt H. Allen $2,285.00
4588 Piper Jaffray (Custodian) Rebecca S. Joseph $1,138.00
4589 Piper Jaffray (Custodian) Betty Krueger $0.00
</TABLE>
74
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
4593 Piper Jaffray (Custodian) Mary L. Warner, IRA $1,895.00
4594 Piper Jaffray (Custodian) Julianne E. Westlund $400.00
3644 Piper Jaffray (Custodian) (a) Betty Krueger $0.00
3645 Piper Jaffray (Custodian) (a) H. Lavina Wright IRA $0.00
3649 Piper Jaffray (Custodian) (a) Hoyt H. Allen IRA $0.00
4597 Piper Jaffray (Custodian) (a) H. Lavina Wright $0.00
3644 Piper Jaffray (Custodian) (b) Betty Krueger IRA $1,087.50
3645 Piper Jaffray (Custodian) (b) H. Lavina Wright IRA $0.00
3649 Piper Jaffray (Custodian) (b) Hoyt H. Allen IRA $2,025.00
4597 Piper Jaffray (Custodian) (b) H. Lavina Wright $0.00
3644 Piper Jaffray (Custodian) (c) Betty Krueger IRA $1,707.00
3645 Piper Jaffray (Custodian) (c) H. Lavina Wright IRA $1,681.75
3649 Piper Jaffray (Custodian) (c) Hoyt H. Allen IRA $0.00
3247 Piper Jaffray (Custodian) (e) for Homer R. Smith $0.00
*DISPUTED* *DISPUTED*
3247 Piper Jaffrey (Custodian) (i) Kathryn Matticks $0.00
*DISPUTED* *DISPUTED*
4597 Piper Jaffray (Custodian) (c) H. Lavina Wright $1,681.75
3247 Piper Jaffray (Custodian) (j) Richard L. North & $0.00
Katherine North
3184 Piper Jaffray (Custodian) Edward L. Schinzel $0.00
3229 Piper Jaffray (Custodian) Mary I. Fahey $1,951.00
3239 Piper Jaffray (Custodian) Dr. T. Bruce Ferrara $1,535.00
3238 Piper Jaffray (Custodian) Karen B. Ferrara $1,626.00
</TABLE>
75
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
3169 Piper Jaffray (Custodian) Robert M. Chastain $0.00
4527 Piper Jaffray (Custodian) Judy Gentling $82.00
4528 Piper Jaffray (Custodian) Kirk Gentling $123.00
3177 Piper Jaffray (Custodian) Robert W. Rivett $0.00
4549 Piper Jaffray (Custodian) Sandra J. Simmons $0.00
*DISPUTED* *DISPUTED*
4263 Piper Jaffray (Custodian) Steven E. Rolsch IRA $0.00
3914 Piper Jaffray (Custodian) Richard A. Sheftman $775.00
3905 Piper Jaffrey (Custodian) for Mary L. Warner $1,895.00
3801 Piper TR Bowman, Glenn & Mary $5,375.00
4231 Pithan, Gregory J. $3,837.50
4477 Pithan, Gregory J. $0.00
4230 Platt, Bradley D. (a) $0.00
4485 Platt, Bradley D. (a) $2,483.75
3110 Pletscher, John N. & Jeanne G. (a) $1,360.75
4251 Plumer, Barbara Catherwood (a) $14,325.00
4251 Plumer, Barbara Catherwood (b) $136,796.75
3418 Plunk, Glenna M. $12,054.68
3417 PNG Partnership (a) $8,298.43
2201 Poetker, John $2,874.00
4103 Pollock, Maurice Dean & Susanne $3,402.50
2171 Popovich, J.K. & Jane H. & Carver, Eugene P. $1,984.00
2173 Popovich, Jane H. $20,402.66
</TABLE>
76
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
2172 Popovich, Kimberly I $3,335.71
2170 Popovich, Patricia L. $1,983.50
4755 Porath, Mary $1,064.84
753 Posthumus, Allen W. & L. Joyce $1,169.53
1414 Powell, John F. & Wendy R TTEE Powell Fam Trust $3,158.50
4756 Pracht, Thomas $3,684.36
2486 Prather, Ronald & Sondra $361.33
4109 Pratt, David Wells $2,687.50
4757 Pratt, Robert N. $17,578.33
3181 Pray, Lillian B. $1,550.00
3142 Preston, Maynard $4,686.50
1169 Preusse, Wilbur H. $0.00
2519 Preusse, Wilbur H. I $10,281.25
2419 Priesing, John W $13,814.00
1695 Proffit, Michael $7,200.00
3459 Profitable Portfolio $2,287.50
401 Przygoda, Eugene J. & Lynn E. $1,884.00
3044 Psyk, Joseph John $960.25
4367 Puhalla, Todd $0.00
2830 Puleston, Dennis $6,735.00
4606 Putney School (a) G $13,437.50
3014 Quick, Robert $1,401.67
1757 Quigley, Larry $0.00
</TABLE>
77
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
3543 Quigley, Larry $6,213.00
957 Rachey, Diane L. $1,549.50
4758 Radel, Martin F. $3,532.05
4237 Radintz, Henry Charles (a) $421.87
2306 Rahmlow, Edward C. & Glen E. $899.00
4096 Raitzer, Kristin E Osterndorf $3,637.50
1775 Ralphs, Donald Scott $14,040.07
700 Ralphs, Joyce S. $14,040.07
1774 Ralphs, Joyce S. $0.00
3763 Ransdell, Robert $0.00
4390 Ransdell, Robert (a) $650.00
4390 Ransdell, Robert (b) $0.00
890 Ransom, Anita G. $4,275.00
344 Rath, Michael & Mary K. $0.00
4759 Rathjen, Cheryl M. $1,617.94
1197 Rauer, Carl L. $50.00
2661 Rawls, Daniel T. & Betty B. $1,112.50
3598 Read, Donald L & Helea $525.00
2176 Redd, Lynn Baz & Damon Baz $1,287.86
2177 Redd, Lynn Baz & Derek Baz $1,287.86
2273 Reeber, Erick $1,799.00
4760 Reed, Gregory T. $5,625.99
4761 Reed, William J. $9,262.55
</TABLE>
78
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
1412 Reel, Roy A. IRA $6,312.94
3155 Regan, Billie E. & Gladys I. $1,812.50
3156 Regan, Billie E. & Gladys I. $1,824.00
1778 Regan, James & Sue Pascal $290.41
3778 Regina Medical Complex $7,102.60
3207 Reid, Donald L. $5,000.00
4417 Reiman, Mary Lee (a) $1,175.00
1688 Reinauer, Richard H. $0.00
3820 Reinhardt, Kenneth A $1,389.59
980 Reiter, Doug W $0.00
3771 Reiter, Doug W $731.25
388 Rentel, Richard O. & Joyce M. $1,813.75
1639 Rentz, Wm H. $2,316.51
2986 Reskakis, George D. DDS $0.00
2081 Resnik, Seymour & Sandra $535.00
2040 Restad, Arlan G. $0.00
821 Rettinger, Thomas C. $1,019.60
3416 Reynolds, James D. & Darlene S. $2,996.09
1958 Rhodes-Greene, Susan $1,114.89
1489 Rial. Steve A. $2,270.00
4762 Ricca, Antone $3,748.84
4259 Richard, Harry J. TTEE for Richard Family Trust $0.00
*DISPUTED* *DISPUTED*
</TABLE>
79
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
943 Richards, Barclay H $10,627.85
1269 Richards, W. Thomas (a) $8,976.57
1411 Rick, Robert A. TTEE FBO Ella F. Rick Rev Trust $5,595.82
4763 Ricker, Sandra $1,263.35
4217 Ridings, Ray F. $0.00
4547 Ridings, Ray F. $2,312.50
4764 Rieland, Dennis D. $2,253.39
1462 Riley, Wallace D. & Dorothy C. (a) $269,275.60
4765 Rinehart, Mark E. $28,283.10
4206 Ringen, Mary Beth TTEE FBO $1,954.00
2851 Ripley, F. Fuller (a) $6,250.00
2829 Ripley, Sally F. $2,173.50
3187 Risk, Richard J. $2,000.00
4766 Rivera, Shirley J. $247.10
4496 Rivett, Robert W. (IRA) $2,500.00
2828 Roach, Rachel K. $1,421.00
2667 Robberson, Dorothy A $3,733.49
934 Robert Mellin Trust for John Clark, Stanley Margolis $6,392.73
and Larry Martindale
939 Robert Mellin Trust (a) for John Clark, Stanley $474.73
Margolis and Larry Martindale
725 Rock, Joseph S. $12,795.00
4767 Rock, Sharon $9,848.27
4313 Rodie, Constance T. $5,030.00
</TABLE>
80
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
1519 Roeme, Frederick L & Anna S $2,700.00
592 Rohde, Dale F. $231.00
3050 Rohwer, Lloyd H. & Frances J. (a) $3,988.00
1100 Rolf, Glenn R. & Barbara C. $956.25
4047 Rolf, Robert A $325.00
1796 Rose, Madelyn J. Beneficiary Koovard $188.90
1843 Rose, Madelyn J $111.70
1877 Rosenthal, Ray U. I $2,119.79
2215 Ross, Gerald E $1,979.60
2011 Ross, Oren E & Lonnie C $2,229.91
3923 Ross, W. D. Jr. $1,275.00
1435 Rossman, Seth $737.50
1059 Routier, Gordon $1,062.50
681 Rovick, John B. $11,230.00
3470 Rovie, Kenneth C. (a) $3,149.00
768 Rowady, Lewis (a) $16,500.00
3193 Rowe, George & Beverly $14,875.00
4105 Rowley, Mark A & Virginia $793.75
2782 Rubel Family Foundation $27,927.50
1073 Rubin, Bernard & Gloria (a) $0.00
2494 Rudman, Karen L. I $975.00
4452 Rudy, Thomas A. $4,500.00
1824 Ruggles, William $312.75
</TABLE>
81
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
1410 Rusack, Janice O. FBO Rusack Living Trust $19,254.83
3663 Rusch, Freeland I $899.00
2968 Rusho, William J & Susan J. $1,568.75
2989 Rushton, Sam $12,905.00
3063 Rusi, Ermanno & Patience $11,500.00
415 Rusnak, Joseph R. $1,912.00
527 Ruther, Bernard L. & Kathleen M. $1,324.00
4260 Ruvelson, Jr., Alan K. $425.00
3603 Sacharuna Foundation (a) $240,125.00
3712 Sack, John T. M.D. $5,806.50
3713 Sack, John T. M.D. $5,862.25
3716 Sack, John T. M.D. $8,500.00
3717 Sack, Sharon $955.00
485 Safford, William H. $719.57
1453 Sageser, Richar dL. & Sherrel J. $2,577.50
2614 Sahling, Donald L. $1,500.00
4414 Salk, Richard J. $0.00
1556 Salyer, Joel D I $2,187.50
2174 Samek, Peter L. & Robert H. $4,090.71
1409 Sampson, J. Michael IRA $7,655.63
2395 Sanborn, Alvin M. & Jarisse J. $6,906.25
3216 Sandberg, Oscar C. $9,495.00
3414 Sande, Earl E. (a) $155.25
</TABLE>
82
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
2581 Sandell, Richard D. & Muriel K. $1,228.12
4409 Sanderson, Allen R. $2,237.50
349 Sands, Thomas P. $3,837.05
341 Sanner, Glenn M. & Harriet L. $1,178.86
4768 Sanslow, Rochelle J. $2,969.06
4769 Saperstein, David M. $4,992.05
3373 Sarich, Steve Jr & Kay I $12,859.85
3117 Sarver, Terry D. & Sheila E. $0.00
4575 Sarver, Terry D. & Shela E. $662.50
2389 Sastaunik, Patricia J. $638.36
2316 Satellite Investment Group I $975.00
4363 Savage, Charles J. (a) $312.50
4363 Savage, Charles J. (b) $0.00
4364 Savage, Joanne M. (a) $0.00
4364 Savage, Joanne M. (b) $0.00
703 Sayles, Floyd L. (a) $2,655.25
3299 Schanz, Richard W $2,100.00
2533 Scheidler, William C. & Mary M $387.12
2665 Schenck, Peter V. & Barbara F. $2,491.68
1472 Schenck, Robert C. $4,568.75
4770 Schenk, Dean $2,266.15
1408 Schick, Harold G. Jr $4,760.88
2364 Schiller, Robert B. $1,986.50
</TABLE>
83
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
4497 Schinzel, Edward L. $1,687.50
4190 Schlagel, Clarence R. $687.00
4771 Schleicher, Mary $789.92
3834 Schlick, Fred J. & Mary C. $898.00
1754 Schloss, Eugene & Co. Inc. Pension Plan $19,086.99
1753 Schloss, Eugene & Co. Inc. Profit Sharing Plan $12,324.99
670 Schlosser, Beverly $2,724.00
3089 Schmidman, Joyce D. $0.00
4458 Schmidman, Joyce D. $10,000.00
1345 Schmidt, A. Thelma $2,810.22
4374 Schmidt, Dick W. & Bernice M. $200.00
4772 Schmitt, Loran M. $4,367.75
2381 Schmitt, Richard C. & Wilma F. I $2,354.00
3160 Schmitz, Jerry H. & Norma M. I $3,750.00
518 Schmitz, Kathleen B. $0.00
2295 Schmitz, Kathleen B. I $1,462.50
3959 Schoeneman, Judd J. Custodian for Scott J. Schoeneman $0.00
3960 Schoeneman, Judd J. Custodian for Jill J. Schoeneman $0.00
4448 Schoeneman, Judd J. Custodian for Jill J. Schoeneman $0.00
4449 Schoeneman, Judd J. Custodian for Matthew J. $0.00
Schoeneman
4450 Schoeneman, Judd J. Custodian for Scott J. Schoeneman $0.00
3962 Schoeneman, Judd J. Custodian for Matthew J. $0.00
Schoeneman
</TABLE>
84
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
539 Schoenwald, Maurice & Susan $1,348.99
2427 School, Potney (a) $13,437.50
3552 Schroeder, Lee (a) $2,500.00
662 Schubach, Stanley D. I $4,630.85
379 Schultz, Wayne F. $1,697.00
2538 Schulz, Roy R & Dorothy M. I $1,100.00
2110 Schutt, Russell W. & Shirley J. $0.00
1031 Schutt, Russell W. & Shirley J. $6,747.35
4467 Schwab, Joseph & Sherry $1,425.00
3465 Schwartz, Paul (a) $4,750.00
3465 Schwartz, Paul (b) $126.68
1327 Schwerdt, M. Craig $127,115.00
4773 Scott, Debra J. $2,399.61
2982 Scott, Eugene R. & Evelyn R. $0.00
4466 Scott, Eugene R. & Evelyn R. $2,925.00
3317 Scripps Clinic & Research Foundation $126,562.50
3065 Scripps Research Institute $0.00
576 Scult, Allen $2,175.00
3768 Seattle First National Bank $1,156.25
3769 Seattle First National Bank $0.00
3767 Seattle First National Bank Agent/Trustee for $4,950.00
Virginia Mason Hospital Retirement
1708 Seattle Lumber Co Employee Pension Trust $20,712.50
</TABLE>
85
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
4114 Seeley, James $4,000.00
2361 Seestadt, Robert *DISPUTED* $0.00
*DISPUTED*
3562 Sefer, Norma & Joyce $0.00
4397 Sefer, Norman R. & Joyce W. $2,937.50
3171 Selser, Catherine C. $0.00
4493 Selser, Catherine C. $4,812.50
1847 Senne, Thomas A $1,115.01
640 Servais, Alden J. & Marie F. I $1,343.75
1890 Setness, Peter A. (c) $2,375.00
2200 Sevieri, Bill & Kaylene $4,599.00
2733 Sharrar, Donald H. $1,934.37
626 Shaw, Jack $1,795.25
4774 Shawcroft, Dennis $8,886.55
2489 Sheda, Anthony & Paulette (a) $14,419.14
1973 Sheehan, Willma T. (Estate) $1,371.35
3915 Sheftman, Richard A. $918.75
4269 Shella, John & Claire $600.00
4775 Sheller, Craig $3,405.79
622 Sheller, Craig Eugene $5,600.50
4776 Sherlock, Ellis E. $3,726.75
360 Sherman, John P. & Marian B. $7,187.50
3874 Sherman, Susanne $1,437.50
</TABLE>
86
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
2095 Sheumaker, John C. & Sharon L. ll $3,097.32
2664 Shifter, Ferdinand H. & Marie G. $1,350.00
3450 Shodahl, Glendon J. $675.00
4777 Short, Cecil $19.94
1297 Short, Robert R. $2,235.09
4778 Short, William R. $1,815.11
1210 Showalter, Rolla E. $6,300.00
2732 Showers, Donald K. & Barbara A. $1,668.75
3150 Shrader, James E. & Helen I. $0.00
4577 Shrader, James E. & Helen I. $2,849.00
4591 Siegel, Phillip B. $0.00
3652 Siegel, Phillip B. (a) $0.00
3652 Siegel, Phillip B. (b) $1,343.75
2947 Siegle, Dennis $2,062.50
2359 Sieveke, Phyllis I $2,368.00
1488 Sieveke, Phyllis J. $0.00
2164 Sievers, Jill (a) $1,543.10
2163 Sievers, William J. (a) $1,543.10
4201 Sigler, Andrew Howard $0.00
4126 Sigloh, Dennis B $5,250.00
540 Silks, Edward J. & Aldona L. $6,132.00
3887 Silveira, Edward L. $4,689.50
2915 Silzer, Parker W. $6,337.50
</TABLE>
87
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
3166 Simmons, Jim $0.00
4494 Simmons, Jim (a) $725.00
4043 Simmons, Sandra J. *DISPUTED* $0.00
*DISPUTED*
3221 Simon, Thomas M. $762.50
3222 Simon, Thomas M. $1,475.00
1406 Simpson, O J & Taft, Leroy B TTEE FBO OJ Simpson $5,852.47
1407 Simpson, Orenthal J. IRA $1,412.50
536 Sinclair, Donald R. $975.00
359 Skagen, Ruthella (Barnecut) $7,849.00
4779 Skifton, Rodney $1,631.65
1782 Skilbred, L Arne $16,681.90
4107 Sklar, Richard A I $1,616.95
1614 Sletten, Alice (childrens fund) $3,500.00
4084 Sliwa (Wiater), Helen K. $0.00
4440 Sliwa (Wiater), Helen K. $275.00
2382 Slucis, Aivars $8,465.60
3057 Sly, E. R. (a) $400.00
2589 Smith, Emmett A. $1,337.00
1609 Smith, George A $8,944.20
2922 Smith, Howard S. & Phyllis D. (a) $4,993.28
2922 Smith, Howard S. & Phyllis D. (b) $3,428.68
1512 Smith, Kit $4,828.10
</TABLE>
88
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
4780 Smith, Michael M. $13,146.37
4120 Smith, O W $300.00
3017 Smith, Robert T. $1,100.00
1707 Smith, Stanley Howard & Beverly Ann $612.76
3213 Smith, Visten IRA $600.00
2813 Smithe Machine Collective Bargaining (a) $20,000.00
2848 Smithe Machine Retirement Plan (a) $36,562.50
2985 Snow, John Robert $3,079.69
3172 Snyder, Darwyn V. $0.00
4495 Snyder, Darwyn V. I $1,125.00
549 Soeffker, Ralph & Ruth $8,412.50
4781 Souza, Paula M. $496.69
4026 Spain, Kevin D & Barbara J $1,242.19
1477 Spalt, Allen E. $606.75
2696 Spear, Barbara Sue $1,303.12
2420 Speece Lewis Inc $2,875.00
4782 Sperry, Mark W. $5,747.19
4783 Spirk, Dolores R. $5,248.46
4784 Splittstoesser, Evelyn $1,984.85
4785 Sprayberry, J. Paul $3,986.47
4786 Sprayberry, J. Paul $1,360.46
2293 Springan, Donna M. $521.87
1883 Squire, Marian $10,000.00
</TABLE>
89
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
3939 Stack, Gary M. MD (custodian) $3,312.50
3938 Stack, Gary MD (custodian) $4,468.75
3058 Stack, Harold E. $2,000.00
2137 Stanard, Mark W. $775.00
4787 Stanton, Franklyn T. $1,507.36
4788 Starnes, James $3,792.94
4789 Statler, Jayne A. $258.09
1862 Stearns, Neal R & Georgianna H $1,712.49
1494 Steele, Paul E. $1,570.93
1598 Stefan, Andrew T. & Robin W. $6,056.25
2988 Steffl, Lawrence & Kathleen $200.00
4558 Steinberg, Richard $1780.00
3776 Steinberg, Richard & Carol $0.00
593 Steinfeld, Ronnie $1,356.11
358 Steinfeld, Ruth I $1,293.96
1403 Stensland, Theodore Jr., & Muriel F. $2,854.50
3091 Stepanek, Steven H. (a) $1,855.25
4790 Stephens, Lester C. $5,299.87
4079 Sterchens Sales Inc $5,000.00
1165 Sterling Truck Brokerage Inc. *DISPUTED* $0.00
*DISPUTED*
1595 Stevens, Edward $3,774.60
1610 Stevens, Edward $6,660.50
</TABLE>
90
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
4791 Stevens, Todd J. $10,560.56
4792 Stevenson, Susan S. $1,607.47
4793 Steward, Tom $5,387.15
1236 Stewart, Michael (a) $799.00
2699 Stewart, Ralph B. & Doris J. $3,008.00
1459 Stickel, Lucille F. $3,715.66
2812 Stiffel, Jules N. (a) $3,250.00
2327 Stilinovic, Larry Prof $7,500.00
2325 Stilinovic, Lawrence $2,000.00
404 Stillman, Charles & Raquel $3,942.34
1216 Stillman, Ellen Sue Cust for Craig A Stillman $2,771.36
1214 Stillman, Ellen Sue Cust for Jory E Stillman $2,771.36
2240 Stirling, Albert & Gladys $11,468.70
3637 Stobbe, Robert E. $187.00
4794 Stocking, Boyd L. $3,809.12
4795 Stockinger, Paul $1,022.25
2124 Stockton, Erma S. $5,222.00
1910 Stoick, Dennis V. & Dorothy C. $1,249.00
4796 Stolt, Roger $4,050.59
2350 Stone, Harry D. Sharon E. $2,300.00
1049 Stout, C. Fred, Jr. & Elizabeth F. (a) $550.00
4066 Stout, C. Fred, Jr. & Elizabeth F. (a) $0.00
2686 Stowell, Kenneth & Lola $0.00
</TABLE>
91
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
4483 Stowell, Kenneth & Lola $1,800.00
905 Straley, Kathy A. $10,756.50
4464 Strand, Janice $737.50
4074 Stranik, Richard $296.05
2991 Stricklin, Elizabeth $5,375.00
2496 Stroud, Jerry $3,050.00
3078 Struchen, John L. $110.00
4057 Strunk, Allen D. $0.00
3122 Struve, Gerald $0.00
4572 Struve, Gerald $337.50
1886 Stubits, John & Emelia $1,680.53
3812 Sturgess, Margaret I $7,187.50
2472 Sturgis, Robyn Renee $3,875.00
2471 Sturgis, Ryan Russell $3,875.00
2221 Sturm, Gary L & Joyce L $1,650.00
1839 Sullivan, Gail C. $1,078.12
1404 Sullivan, Gail C. Separate Prop $0.00
2085 Sullivan, Susan L. c/f Katherine J. Sullivan $807.35
2079 Sullivan, Susan L. c/f Kerry E. Sullivan $2,355.21
2009 Sullivan, Susan L. cust Michael A. Sullivan $1,584.10
4797 Summers, Allan G. $7,530.51
3220 Surface, Charles E. $2,300.00
334 Sutherland, John C. (a) $7,035.88
</TABLE>
92
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
2691 Swain, Harry L. & Marilyn H. $962.50
711 Swallow, C & G I $1,958.85
4279 Swaney, William & Wilma (a) $812.50
2998 Swanger, Robert C. I $994.37
2443 Swanson, Donald E. & Beverly J., dec'd $1,799.00
2442 Swanson, Donald E. for Beverly Swanson, dec'd $5,549.00
3139 Swanson, Gary A. $62.50
2762 Swanson, Mark D. $2,149.00
3460 Sweeney, Lisa B. $899.99
4125 Sweeney, Lynn G $899.99
654 Sweet, R. Anthony $2,204.00
3440 Sweet, William F. $9,000.00
773 Sweetland, William E. $7,969.00
4389 Swenson, Jack R. $250.00
3249 Swenson, Keith H. $0.00
1071 Swift, Robert G. I $1,575.00
1601 Swift, Robert G. I $0.00
3570 Taft, John G. $1,125.00
1413 Taft, Leroy B. TTEE FBO Henry H Rousseau Trust $11,393.03
1405 Taft, Leroy D. TTEE FBO Henry H Rousseau Trust $0.00
296 Tansev, Erdal Ottomar $3,020.00
956 Tapley, Christine McAllister $750.00
2505 Taylor, Carson & Violet $2,700.00
</TABLE>
93
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
3527 Taylor, Edward R. & Deborah S. $3,802.62
3925 Taylor, Jana K. I $1,950.00
2136 Taylor, Nickson L. $700.00
3186 Taylor, Paul E. $1,250.00
2981 Teegarden, Irvin J & Evelyn L. $0.00
3697 Tegen, Glenn $0.00
4459 Tegen, Glenn $4,500.00
3560 Teigan, Phyllis E. $0.00
4441 Teigen, Phyllis E. $312.50
306 Telford, George S. $3,655.25
4798 Tellefsen, Cynthia $1,169.03
2150 Tempero, Sue Ann $1,850.00
778 TenNapel, Roger D. $0.00
3870 TenNapel, Sandra $10,624.00
3952 Terry, Richard L. & Ann Lu $487.50
2462 Theisen, James J. $2,699.00
1593 Thiele, Beverly A Tr $3,365.00
4799 Thieman, Curt $5.89
4800 Thiros, Angie R. $4,720.88
3815 Thoeny, Matt P $0.00
4430 Thoeny, Matt P. $0.00
4801 Thomas, Barry L. $1,634.08
546 Thomas, Robert E. $2,229.29
</TABLE>
94
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
3064 Thomas, Terrance R. III & Sandra A. $2,944.62
572 Thompson, Clifford D. $1,000.00
564 Thompson, Clifford D. & Ruth M. $1,150.00
1527 Thompson, Harry F & Ronelle K H Thompson I $5,207.89
3473 Thompson, Lillian E. (IRA account JN46298) $3,499.95
479 Thompson, Ruth M. $1,000.00
1014 Thompson, Thomas E. $468.75
2454 Thomson, James R. & Carol M. $6,150.00
3708 Thorne, Frank L. $1,553.50
3707 Thorne, Frank L. & Mary C. $1,444.25
3709 Thorne, Frank L. MD $12,000.00
3706 Thorne, Mary C. $1,750.38
4166 Thornewell, Joseph A. $0.00
4165 Thornewell, Laura E. $0.00
3831 Thornton, Dorle W. $2,216.40
2561 Thunstedt, Richard C. & Pearl V. $0.00
4345 Thunstedt, Richard C. & Pearl V. $3,287.50
4218 Thurrott, Richard & Linda *DISPUTED* $0.00
*DISPUTED*
2507 Thurston, Stanley C. $1,600.00
912 Tice, Margie A. $835.75
4802 Tilmon, Spencer $3,427.00
2774 Tilt, Jean P. (a) $26,600.00
</TABLE>
95
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
2774 Tilt, Jean P. (b) $37,750.00
2811 Tilt, Marilen G. $4,500.00
3138 Tilton, Scott K. & Susan J. $1,725.00
3722 Timbers, Richard L. & Shirley I. $1,312.50
2220 Tinkham, Natalie A. (a) $2,400.00
2220 Tinkham, Natalie A. (b) $5,192.75
1115 Todd, Michael J. $10,080.00
1589 Toman, Peter (b) $10,593.00
2684 Toothman, Davis fbo Piper Jaffray $1,500.00
3931 Topkins, Jeffrey L. DO Inc. MPP I $1,282.00
3928 Torian, James W. $6,175.00
2297 Torres, Diane L. TR Lockman, John Edgar $6,249.00
381 Townsend Farms, Inc. Retirement Plan $18,282.35
2744 Townsend, Herbert L. I $20,975.00
3406 Trammel, Leroy O. & Maxine H. (a) $2,966.90
3301 Trang, Coung S. & Xuan H. I $29,250.00
3691 Trautwein, Charlotte Gretchen $0.00
4476 Trautwein, Charlotte Gretchen $848.75
4803 Trimble, Brenda L. $3,554.97
2809 Troy Mills Inc Pension Trust (a) $31,800.00
2810 Troy Mills Local 1560 Trust (a) $5,962.50
2916 Troy Mills, Inc. $1,987.50
1647 Trupiano, Martin J. & Sharon TR $3,569.92
</TABLE>
96
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=======================================================================================================
<S> <C> <C> <C>
1853 Tsugawa, Akira $0.00
4104 Tsugawa, Akira & Himeko $3,687.50
2196 Tubis, Harry & Celia (a) $1,187.50
3344 TV Mart Money Puch Pens PL & TR $525.00
2897 Tweedy Company, The (a) $14,983.87
473 Twin City Wire - MFI, Inc. $875.00
474 Twin City Wire - MFI, Inc. $5,750.00
4804 Twombly, Greg $16,350.82
1402 Tyson, Georgia D $2,369.50
2052 U.S. Bank of Washington Agent for S.T. King $7,136.00
2043 U.S. National Bank of Oregon Collective Funds $227,671.50
Qualivest Aggressive Equity Fund
2044 U.S. National Bank of Oregon Custodian for $14,062.50
Erickson Lbr. Co. Cust. West Cap.
2045 U.S. National Bank of Oregon Custodian for $668,312.50
Columbia Special Fund, Inc.
2048 U.S. National Bank of Oregon Custodian for $6,131.20
Corp. of Catholic Archbishop
2049 U.S. National Bank of Oregon Custodian for Oregon $2,062.50
Health Sciences Endowment Pool
2050 U.S. National Bank of Oregon Custodian for Erickson $13,437.50
Air Crane Co. Cust. West Cap.
2056 U.S. National Bank of Oregon Custodian for CMC $656,329.30
Small Cap Fund
2057 U.S. National Bank of Oregon Custodian for CTC $100,982.00
Small Cap Fund
</TABLE>
97
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C>
2062 U.S. National Bank of Oregon Custodian for Corp. $4,763.75
Cath Arch. Endowment Fund Balanced A/C
2067 U.S. National Bank of Oregon Custodian for Willimette $20,215.00
University
2064 U.S. National Bank of Oregon in its Capacity as Trustee $14,984.38
for Riedel Int./Env. Plans Shaw Management
2046 U.S. National Bank of Oregon Trustee for Elk's Youth $44,875.00
Rye Service
2047 U.S. National Bank of Oregon Trustee for $24,891.30
Oregon Community Fdn.
2051 U.S. National Bank of Oregon Trustee for Blount $1,395.00
Retirement Plan
2053 U.S. National Bank of Oregon Trustee for $454,926.00
Collective Funds The Equity Fund
2054 U.S. National Bank of Oregon Trustee for $114,748.50
Collective Funds Special Equity Fund
2055 U.S. National Bank of Oregon Trustee for $172,978.00
Collective Funds Foundation Equity
2058 U.S. National Bank of Oregon Trustee for $3,891.25
O'Mark Industries Retirement Plan
2059 U.S. National Bank of Oregon Trustee for $871,696.00
Collective Funds Qualivest Equity Fund
2060 U.S. National Bank of Oregon Trustee for Northwest $3,087.50
Iron Workers
2061 U.S. National Bank of Oregon Trustee for ESI $11,132.25
Retirement P/S - Shaw Management
2063 U.S. National Bank of Oregon Trustee for CNG $5,863.75
First Friends Church Trust
</TABLE>
98
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
2065 U.S. National Bank of Oregon Trustee for PGE $11,600.00
Employee Benefit Investment Fund
2066 U.S. National Bank of Oregon Trustee for OR Grad. $3,537.50
Center for Study/Research
2658 U.S. National Bank of Oregon/Columbia Growth Fund $260,187.50
2708 Uding, Glenn C. $2,146.87
3079 Uffelman, Harold L. & Marcella M. $4,937.50
4131 Ullman, Robert $3,093.75
382 Urbano, Anthony J. I $7,000.00
444 UtilCo Group Inc. $263,473.00
1850 Van Dyke, Harry G & Janie K $4,575.00
3402 Van Lew, James H. & Alice J. $5,941.05
3715 Van Moppes, R. G. TTEE (a) $9,630.00
3715 Van Moppes, R. G. TTEE (b) $7,625.00
3714 Van Moppes, Russell G. (a) $3,437.50
3714 Van Moppes, Russell G. (b) $6,812.50
4000 Van Sickle, Helen S. & H. L. $1,275.00
3638 VandeBrake, Larry & Linda *DISPUTED* $0.00
*DISPUTED*
3145 Vandersnick, Kenneth J. $7,012.50
1248 VanDuyn, Wilemena C. $10,364.14
528 VanDyke, Harry G. & Janie K. $4,575.00
1605 Vanguard Index TR Exteneded Market Port $120,513.25
1141 Vannaman, Donald D. M.D. $402.50
</TABLE>
99
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
4338 Vansomeren, Melvin F. $512.50
4805 VanWagoner, Robert B. $7,230.88
3996 Vaske, David & Teresa $449.50
2214 Vavrosky, Walter C & Dorothy L $2,306.25
1760 Vector Partners L.P. $15,225.00
4806 Veglia, Virgil $1,704.31
3401 Vigen, David C. (a) $905.50
2252 Viney, James $2,362.50
293 Vineyard, William MD & Nancy H. $991.34
3648 Vision Clinic, P.C. $0.00
4592 Vision Clinic, P.C. $2,478.75
4599 Vogelbacher, Stuart L. & Mavis L. $2,699.00
4243 Von Boeselager, August C. $625.00
4244 Von Boeselager, August C. $1,500.00
4245 Von Boeselager, August C. $950.00
1750 Von Der Ahe, Mareka Gretel $3,188.75
1747 Von Der Ahe, Wilfred L., Jr. $4,984.35
1748 Von Der Ahe, Wilfred L., Jr. $88,432.85
1744 Von Der Ahe, Wilfred L., Jr. (a) $1,871.73
4538 Votava, Rita A. (a) $25.00
2186 Voteau, Richard E. Jr. (a) $4,186.97
1046 Waddell, Galen G. $4,058.00
915 Wagner, Dennis J. I $899.00
</TABLE>
100
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
1401 Wagner, Kenneth E. MD Inc. $3,536.25
1241 Wagner, Loyd R. $5,346.70
4807 Wahlin, Dale $3,756.36
2005 Waldow, Bernard $3,200.00
1301 Waldron, Terry B. & Susan J. $5,293.75
2750 Walker, George Jr. $1,687.50
3661 Walker, Robert L. $0.00
2749 Walker, Teresa $1,687.50
3003 Walker, William H. & Margaret $8,060.00
770 Walker, William H. & Margaret $8,000.00
4808 Walsh, James M. $10,143.74
581 Walsh, Robert A. $2,046.50
1400 Walter, Charles R. Jr $1,834.00
3072 Walters, RH & Walters, G.L. $9,521.18
2773 Walton, Judith $2,131.50
2424 Warner, Virginia a/c 27706 (a) G $95,053.75
2469 Wasel, Theresa Nevil $7,650.00
4809 Wasylychyn, Madeline $873.54
1367 Waterfall, Nancy L. $3,080.00
742 Waters, Barry W. & Shirley L. $1,603.12
2300 Watkins, Aleta I $1,556.25
4810 Watne, Loren $3,716.65
531 Watterson, Woodrow B. $3,271.74
</TABLE>
101
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=====================================================================================================
<S> <C> <C> <C>
3902 Weatherby, Richard P. & Betty J. $125.00
1979 Weber, Donald R. & Jacqueline S. $1,300.00
1399 Webster, Kennard W. & Jean Davis $8,274.09
4173 Weeks, William D. $1,482.81
3922 Weers, Jeffry $2,505.00
2929 Weiland, Robert James (a) $1,931.50
1263 Weir, Deborah J. $2,957.60
3668 Weiss, Ralph E. $1,800.00
4811 Welch, David G. $5,845.31
2808 Welch, Marianne O., Trust $10,249.50
968 Welji, Nazir K & Almass N. $6,022.35
4812 Wellendorf, Diana L. $2,532.24
2769 Wellington, Roger U. 1968 Trust (a) $16,625.00
374 Weltman, Roena $2,760.00
2358 Welton, Michael V. $562.50
3296 Werner, John M. & Carol E $0.00
3912 Werner, John M. & Carol E. $749.00
802 Werner, Richard L. & Lois S. $6,086.70
1652 West, Robert & Doreen I $5,530.00
4147 Westerman, Richard H. c/f Kenrick L. Westerman $150.00
4148 Westerman, Richard H. c/f Marissa Doree Westerman $150.00
4813 Weston, Leroy O. $271.40
633 Weymouth, James L. & Roberta S. (a) $12,139.80
</TABLE>
102
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
824 Whalen, Harry F. & Hilda P. (a) $1,933.31
824 Whalen, Harry F. & Hilda P. (b) $2,910.94
818 Wheeler, Cherie $10,062.50
3371 Whipple, Virginia L. (a) $0.00
3069 Whitcomb, Calvin D. I $1,187.50
3070 Whitcomb, Calvin D. & Patricia M. I $5,000.00
1221 Whitcomb, Calvin D. C/F Whitcomb, Charles V. I $1,900.00
3066 Whitcomb, Calvin D. C/F Whitcomb, Charles V. $0.00
1227 Whitcomb, Calvin D. C/F Whitcomb, Michael W. $1,900.00
3067 Whitcomb, Calvin D. C/F Whitcomb, Michael W. I $0.00
3068 Whitcomb, Patricia M. I $1,187.50
3646 White, Catherine R. $0.00
4595 White, Catherine R. $0.00
938 White, Howard J. Jr. $9,284.83
2666 White, Virginia V. $950.00
2559 Whited, Roy C. $27,425.00
3856 Whitehouse, Brooks $7,154.26
3800 Whitehurst, Larry A. $0.00
4573 Whitehurst, Larry A. $2,375.00
4175 Wick, Marty T. $2,212.50
3882 Wickersham, Kenneth H. $2,780.50
3536 Wiebelhaus, Timothy J. $618.75
3340 Wieber, Mark $15,331.95
</TABLE>
103
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
2414 Wiedman, Melvin I $2,381.83
1911 Wilhelm, Larry $1,657.50
2591 Will, John B. $937.50
948 Williams, Ethel M & Newt H $1,234.37
2250 Williams, Janet J $912.00
3642 Williams, Lonnie C. $0.00
4596 Williams, Lonnie C. $2,750.00
4516 Wilmington Trust Co. (b) $7,031.25
4517 Wilmington Trust Co. (b) $5,850.00
4518 Wilmington Trust Co. (b) $625.00
4519 Wilmington Trust Co. (b) $625.00
4516 Wilmington Trust Co. fbo Currier, A. B. (a) $1,575.00
4517 Wilmington Trust Co. fbo Warburg, Daphne (a) $7,656.25
4518 Wilmington Trust Co. fbo Warburg, Daphne (a) $3,362.50
4519 Wilmington Trust Co. fbo Warburg, Daphne (a) $4,275.00
4515 Wilmington Trust Company (Trustee) (a) $4,918.75
4515 Wilmington Trust Company (Trustee) (b) $3,394.00
3211 Wilson, B.D. IRA $675.00
2693 Wilson, Craig R. & Susan M. $7,000.00
402 Wilson, James F. $790.39
3194 Wilson, Kathleen H. $975.00
3206 Wilson, Lin $4,499.00
1644 Wilson, Prudence L. $1,387.50
</TABLE>
104
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
4814 Wilson, Ron L. $2,398.67
1398 Wilson, Samuel L. FBO MD Inc. Profit Sharing Plan $3,608.25
886 Wilton Savings Bank (Trustee) (a) $212.35
2796 Winans, Walter E. $4,875.00
1694 Windberg, Lamar A. I $687.50
1083 Winecoff, David Floyd $1,169.00
2195 Winegar, Wallace Dr. TR PS Plan (a) $9,646.20
2764 Wingard, Lynn & Thomas $1,453.12
1530 Winkler, Constance M (a) $2,746.87
2425 Winslow Mangt Company Profit sharing a/c WMCPS G $1,473.75
2826 Winter, Marion R. $17,625.00
3701 Winters, Richard D. & Donna C. $16,012.50
2575 Wittlieff $0.00
4815 Witwer, Todd L. $14,168.78
3818 Wix, Eleanor Anne $0.00
4428 Wix, Eleanor Anne $0.00
784 Wobbeking, William H. I $1,234.50
2602 Wojta, Daniel A & Geraldine M I $6,187.50
4816 Wolcott, Shawn $1,775.58
2546 Wolf, D. Peter $600.00
981 Wolfe, Rudolf C. $3,494.00
1397 Wollaston, Donald Maxfield & Dorothy Jane TTEE $2,392.13
3461 Wollenhaupt, William A. $700.00
</TABLE>
105
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
2645 Wolsfeld, Jr., Richard P. I $54,002.50
2944 Wood, Cheryl R. I $1,700.00
1044 Wood, Daryl $3,574.04
3840 Wood, Richard D. $1,960.00
3798 Woodbury, Wesley S & Beverly $0.00
3037 Woodrow, Glen & Mary $3,812.50
1547 Woods, James L Jr $7,990.65
4817 Woods, Norman $6,437.99
3356 Woody, Anna T Estate $659.25
2724 Woody, Bernard L. $1,315.00
2723 Woody, Bernard L. (a) $884.00
2587 Woolstencroft, H. Jeanette $2,134.35
2586 Woolstoncroft, Dean C. & Jeanette (a) $2,121.35
4818 Worthington, Martin Lee $7,526.41
487 Wright, Catherine D. (a) $9,302.25
4164 Wuest, Richard E. & Geraldine $852.75
294 Yates, Steven L. $2,450.00
2825 Yatsevitch, Barbara S. $4,953.12
4198 Yoder, Bruce $250.00
4819 Young, Diana M. $457.12
909 Youngman, Bruce (a) $9,657.97
4159 Yperman, Pierre & Karin $0.00
4444 Yperman Rev. Trust $9,425.00
</TABLE>
106
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT
NO. NOTES
=================================================================================================
<S> <C> <C> <C>
1275 Zalk, David C. $6,249.00
2133 Zeloski, Dennis J. $4,179.00
2132 Zeloski, Felix R. $3,250.00
2091 Zernis, Wiley P & Pamela K. $1,156.25
2098 Zettle, Larry G. $1,340.00
2126 Zibritosky, George $2,993.00
3047 Ziemann, Dennis R. $1,704.66
2615 Ziltner, Jon F. $3,049.00
800 Zimmerman, Fred & Carole $2,599.00
3699 Zimmerman, Fred & Carole $0.00
4820 Zollinger, Carolyn J. $2,065.53
3953 Zook, Clyde F. Jr. & Dorothy $1,812.50
3092 Zundel, Dorene W. (a) $2,750.00
3092 Zundel, Dorene W. (b). $7,250.00
887 Zybura, John H. $1,338.91
TOTAL: $25,724,501.73
</TABLE>
-------------------------------------------
A Claim has been assigned to Access Capital.
B Claim has been assigned to Argo Partners.
C Claim has been assigned to Comac International NV
D Claim has been assigned to Debt Acquisition Company of America
E Claim has been assigned to Comac Partners LPE
F Claim has been assigned to Riverside Contracting Corporation
G Claim has been assigned to Credit Research
H Claim has been assigned to KIA Factors
107
<PAGE>
EXHIBIT "H"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND
SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED
BY THE TRUSTEE (CLASS 9)
* Unless indicated as disputed
I Claim has been assigned to BP Investment Recovery Partners
J Claim has been assigned to NationsBanc Montgomery Securities
108
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
2439 Aasen, Alton D. 200 $1,425.00
2004 Abel, Barbara R. 300 $2,162.82
3579 Abraham, Ronald D. & Shirley B. ? $0.00
*DISPUTED* *DISPUTED*
3374 Abrams, Jerome B. 100 $900.00
3275 Acheson, Vaun D. & Billie R. 1,000 $3,980.00
522 Ackermann, Albert J. 200 $2,175.00
1243 Adams, David G. & Lucie F. 600 $4,250.00
1864 Agee, Andrew R 200 $3,025.00
1487 Aichlmayr, Gary L. 200 $2,500.00
1192 Alexander, William 200 $1,400.00
3567 Ament-Meyer, Anne (formerly ? $0.00
Ament-Peterson) *DISPUTED* *DISPUTED*
3520 American Heart Association/Iowa 200 $1,523.57
Affiliate
332 American Line Builders Money 7,000 $35,538.00
Purchase... (a)
332 American Line Builders Money 2,000 $16,875.00
Purchase... (b)
4200 Ammon, Peggi *DISPUTED* ? $0.00
*DISPUTED*
2390 Amussen, Franz S. (a) 500 $1,919.00
4090 Anderson, David L. 100 $1,102.35
3234 Anderson, Evan & Roger 600 $5,063.00
916 Anderson, James D. 1,000 $8,219.74
971 Anderson, Kevin L. 100 $0.00 $0.00
2755 Anderson, Martin C.T. 900 $6,225.76
</TABLE>
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
1985 Anderson, Robert L. *DISPUTED* 500 $0.00
*DISPUTED*
2640 Anderson, Stephanie J. 300 $3,050.00
1015 Anderson, Theadore C. 100 $1,380.48
3568 Anderson, Tom Dr. *DISPUTED* ? $0.00
*DISPUTED*
1222 Anderson, Vesta B. (a) 2,000 $11,250.00
952 Anthes, Robert R. & Elsie C. 100 $700.00
3310 Antinori, James V. 1,765 $25,000.00
3311 Antinori, James V. *DISPUTED* 584 $7,018.00
*DISPUTED*
311 Aposhian, Arno 100 $999.35
2556 Armbruster Investment Club 1,900 $17,878.00
697 Armbruster, Dean & Judy 500 $6,325.00
3019 Armstrong, Thomas E. (Custodian) 100 $1,250.00
1339 Arnold, A.J. & Mildred L. 2,000 $6,812.50
3966 Arnold, Alvan J. 6,000 $0.00 $0.00
3967 Arnold, Mildred L. 500 $0.00 $0.00
285 Arveson, Michael 100 $1,125.00
2123 Ashford, Charles 11 $93.50
1894 Athen, Orville T. & Jean E. 300 $3,750.00
1395 Austin, Suzanne 525 $4,335.75
456 Bach, Marvin 400 $0.00 $0.00
2679 Backstrom, Carl C. 300 $3,750.00
1186 Bader, Louis G. 1,000 $12,500.00
2008 Baker, John D. 1,000 $7,591.25
</TABLE>
2
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
1604 Baker, Randy L 300 $1,386.00
439 Baldwin, Russell ("Rusty") 1,000 $3,052.50
347 Ball, Gordon M. 500 $2,450.67
3900 Bally, Walter & Sybil J. $0.00
464 Bally, Walter L. & Sybil J. 200 $1,800.00
1823 Banet, Richard V 100 $434.45
3639 Bannister, James M. *DISPUTED* $0.00
*DISPUTED*
3519 Bannister, James M. (b) 200 $1,875.00
828 Banta, Surinder C. & Dolores U. 50,000 $0.00 $0.00
520 Bara, Chester P. & Emma J. 1,000 $2,675.00
1821 Barker, Ann M 300 $2,812.50
445 Barrett, Thomas P. & Elizabeth G. 200 $705.00
1290 Bart Associates, Inc. 100 $876.90
3852 Barth, Dietmar 100 $900.00
1281 Baruch, Shaul C. (b) 20,000 $0.00 $0.00
2517 Bateman, Mary Lou *DISPUTED* 11 $132.00
*DISPUTED*
553 Baum, Edwin L. 200 $2,164.44
2449 Bautner, Hans J. 206 $2,474.00
2924 Beam, Larry 200 $1,329.77
1699 Beauchamp, James R. & Colleen C. 1,000 $7,250.00
1333 Beaudette, Franklin L. 300 $3,713.00
658 Bechtel, Luann R. 100 $1,350.00
919 Beck, Jay L. & Mary C. 100 $325.00
</TABLE>
3
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
4246 Beckman, Leon $0.00
1977 Beecher, Jay 300 $3,168.75
2951 Beesley, Vern & Jeff 54 $325.00
665 Behrens, Bertram H. 500 $3,937.50
2551 Bender, Barbara Lynn 150 $1,040.63
3921 Bender, Cecelia $0.00
4365 Bender, Cecelia 150 $1,040.63
2002 Benner, Ronald & Christine 25 $188.00
3518 Bennett, Adrian A. (IRA) 500 $5,056.25
3514 Bennett, Adrian A. III & Nancy 1,000 $11,003.12
A.M. (b)
3517 Bennett, Alyssa (b) 1,730 $10,822.50
1861 Bennett, Louise F 300 $3,332.26
3513 Bennett, Nancy A. (IRA) 400 $3,450.00
2751 Bennett, Neel C. *DISPUTED* ? $0.00
*DISPUTED*
566 Bennis, Daniel Charles & Cynthia 200 $1,800.00
Kay
555 Benshoof, Paul T. 200 $2,500.00
3455 Bentley, Irene T. & R. Wayne 500 $1,388.56
3456 Bentley, R. Wayne & Irene T. 183 $1,961.77
712 Bentley, Randy W. $0.00
4116 Bentley, Randy W. (a) 600 $1,833.70 $0.00
4116 Bentley, Randy W. (b) 5,000 $0.00
754 Berge-Buss, Rebecca S. 100 $800.00
</TABLE>
4
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
4532 Bergendorf, Robert D. & Irene K. 270 $7,144.00
*DISPUTED* *DISPUTED*
4179 Berger, Kari *DISPUTED* ? $0.00
*DISPUTED*
4463 Berglund, Shirley A. 400 $5,000.00
3690 Berglund, Virgil $0.00
4475 Berglund, Virgil 100 $700.00
2386 Berkeland, Garth W 100 $662.50
2403 Berkley, Donald T & Marilyn J 500 $6,250.00
461 Berlinger, Alexander & Alice B. (a) 150 $1,194.75
461 Berlinger, Alexander & Alice B. (b) 250 $3,125.00
502 Bernhard, Richard A. & Maryon K. 20 $117.50
4186 Berriochoa, Michael V. $0.00
4349 Berriochoa, Michael V. 274 $2,075.00
3148 Berry, John D. 1,000 $3,885.00
704 Bertagna, Victor B. 1,000 $3,581.35
931 Bertels, John A. Jr. (a) 1,000 $3,347.00
931 Bertels, John A. Jr. (b) 4,000 $0.00 $0.00
1579 Bertram, Ronald G. & Betty J. 1,000 $0.00 $0.00
3446 Bertsche, Jon W. & Anne V. 600 $8,853.00
3828 Betcher, Curtis J. 100 $0.00
1567 Bettingen, Paul 16 $337.50
2362 Beyer, Paul & Jane M. 300 $1,893.75
4042 Bicera, Victoria V 100 $0.00 $0.00
941 Biesinger, Elaine C & Wilfred G 200 $1,649.60
</TABLE>
5
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
1394 Billett, Jane IRA 350 $3,370.75
1123 Billings, Thomas M. Jr. 200 $2,300.00
4077 Bishop, Arthur & Dorothy 100 $0.00
*DISPUTED* *DISPUTED*
3202 Bitterman, David 200 $1,800.00
1199 Bjella, Leon 100 $675.00
4027 Blanchett, Mary Ellen D. 700 $5,550.00
2683 Blaser, Irvin fbo Piper Jaffray 100 $900.00
3916 Blaser, Lisa S. 2,000 $6,401.00
1111 Blattner, Robert P. & Nancy C. 100 $900.00
2682 Blazer, Mildred fbo Piper Jaffray 100 $900.00
1577 Blockwitz, William F. (b) 1,000 $0.00 $0.00
1012 Blommer, Ronald D 415 $2,697.50
1011 Bloomer, Elizabeth Tracy Trust 50 $325.00
1013 Bloomer, R. D. Trustee for Gary 50 $325.00
Bloomer Trust
365 Boatman, Dan H. 500 $3,250.00
299 Bodell, John & Barbara (a) 1,000 $437.50
795 Bodell, Michael J. 2,000 $13,422.25
2317 Boehme, Tyrrel 100 $814.50
679 Boggs, Gary D. 200 $1,262.50
3859 Boldrin, Lawrence L. 300 $1,987.50
2710 Bolt, James M $0.00
1028 Bolt, James M. 200 $1,575.00
504 Bolten, Marjorie R. (a) 400 $5,002.52
</TABLE>
6
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
507 Bolten, Marjorie R. (a) 600 $6,250.00
505 Bolten, Steven (a) 100 $1,187.50
509 Bolten, Steven (a) 500 $1,375.00
506 Bolten, Steven & Marjorie R. 3,000 $2,250.00 $0.00
816 Bone, Don L. 1,000 $3,980.00
491 Booth, G. Martin III 1,000 $3,581.35
1650 Borgers, Tom R. 200 $2,688.60
1982 Boss, Richard E. & Margaret F. 875 $8,718.75
1226 Bossert, Steve & Patricia 100 $550.00
4210 Bounds, Louise E. 189 $3,729.75
1156 Bowen, David R. 2,974 $29,740.00
2232 Bower, Brent & Gerri 200 $1,525.00
4111 Boyer, Stephen A. 100 $0.00
1159 Boyer, William P. 100 $825.00
1160 Boyer, William P. Jr. 500 $5,850.00
1799 Bradway, James A 10,000 $38,615.00
312 Brandenburg, James H. 300 $2,193.75
2534 Brandenburg, James H. 300 $2,193.75
1536 Brannon, Donald R 200 $1,482.50
2688 Brazil, Gerald R 1,000 $7,000.00
1842 Brehm, George Scott & Martha 300 $2,000.00
Ann (a)
895 Brend, Shannon & Darian 1,000 $3,750.00
3658 Brennan, Patricia A. 100 $900.00
4177 Brenton, R. Stanley $0.00
</TABLE>
7
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
4520 Brenton, R. Stanley 500 $3,250.00
2355 Brief, Barbara M. 400 $3,750.00
4008 Brinkman, Theodore W. 200 $1,800.00
4242 Brooks, Robert D. *DISPUTED* ? $0.00
*DISPUTED*
4049 Brown, J.B. $0.00
4050 Brown, J. B. $0.00
4051 Brown, J. B. $0.00
4052 Brown, J. B. $0.00
4461 Brown, J. B. (a) 3,000 $8,250.00
4461 Brown, J. B. (b) 350 $2,537.50
4461 Brown, J. B. (c) 250 $1,750.00
4461 Brown, J. B. (d) 500 $3,937.50
975 Brown, Kevin R. 900 $6,175.00
3484 Brown, Lee A. Custodian for Leslie 40 $204.08
B. Brown
3485 Brown, Lee A. Custodian for Casey 40 $204.08
L. Brown
1539 Brown, Susan I 400 $5,368.72
3511 Bruman, Dennis & Judy (b) 2,800 $19,209.38
959 Brummet, Colin K. 1,000 $9,000.00
2511 Brundage Rev Trust 1,000 $10,395.28
3604 Buck Family Trust 100 $344.00
731 Buckingham, Michael A. $0.00
2127 Buckingham, Michael A. 700 $6,825.00
2027 Bull, Helen L. Estate of 500 $1,923.34
</TABLE>
8
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
587 Bunde, William A. 100 $662.50
1661 Burger, Gary C. 100 $1,175.00
3846 Burgess, William 250 $2,375.00
3088 Burket, Barbara 54 $570.00
3464 Burklund, Bradley A. 150 $1,488.00
817 Burney, Doris M. 2,000 $6,100.00
2715 Burton, Julie & Margaret 200 $2,350.00
2713 Burton, Margaret 200 $2,250.00
2714 Burton, Margaret R. & Vern R. 400 $2,250.00
2720 Byrne, Alan F. 300 $1,537.47
512 Cabak, John & Carol 10,000 $0.00 $0.00
2584 Calareso, Charles *DISPUTED* 5,000 $0.00
*DISPUTED*
4491 Calereso, Charles C. *DISPUTED* 5,000 $0.00
*DISPUTED*
1640 Calascihetta, Joseph 5,000 $0.00 $0.00
4130 Callender, Donald E. 300 $2,700.00
1653 Callinger, Wayne H. & Julia T. 100 $900.00
1032 Cameron, Dale H. & Beverly G. $0.00
4401 Cameron, Dale H. & Beverly G. $0.00
4616 Cameron, Dale H. & Beverly G. 100 $1,312.00
1196 Cameron, Neal C. 200 $1,360.00
2562 Campus Cobbler, Inc. Profit $0.00
Sharing Trust *DISPUTED* *DISPUTED*
606 Cannan, James M. 200 $1,350.00
2404 Caples, James W. & Phyllis R. (b) 936 $8,189.00
</TABLE>
9
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
1939 Carleton, Paul J. (c) 500 $5,313.00
1051 Carlson, Richard A. 800 $9,500.00
3862 Carlson, Richard A. $0.00
3942 Carney, Sandra & Clem 240 $4,312.50
3885 Carney, Robert M. MD IRA 500 $1,680.00
4128 Carpenter, Dean C. (a) 500 $4,000.00
4128 Carpenter, Dean C. (b) 1,000 $0.00 $0.00
1829 Carpenter, Roger E 850 $4,475.00
1256 Carpenter, Thomas J. (b) 400 $2,325.00
3509 Carroll, Eileen E. 300 $3,412.50
2726 Carroll, Helen E. 11 $75.00
833 Carter, Eugene H. & Mary E. 200 $850.00
2622 Carter, Randy B. 200 $1,417.17
3702 Cartwright, Rodman C. 900 $7,862.50
2523 Cary, James M. & Kathleen L. (b) 100 $1,250.00
561 Casement, Birdie 1,000 $0.00 $0.00
533 Casey, Catherine M. 750 $0.00
534 Casey, James A., Jean M. & James 1,000 $4,250.00
E. (a)
534 Casey, James A., Jean M. & James 4,000 $0.00 $0.00
E. (b)
3504 Cataldo, Beverly R. IRA (c) 1,100 $7,937.50
3508 Cataldo, Brent (IRA) (a) 800 $6,036.25
3507 Cataldo, Brian (IRA) (a) 800 $6,036.25
3498 Cataldo, Dean (b) 1,480 $7,943.61
</TABLE>
10
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
3506 Cataldo, Dean (b) 1,225 $9,246.88
3504 Cataldo, Don B. (a) 480 $4,193.61
3505 Cataldo, Kristine R. (IRA) (a) 800 $5,987.50
3849 Catania, Joseph Jr. 10,000 $0.00 $0.00
316 Cavanaugh, Charles J. 200 $1,800.00
2448 Caywood, Chad A 270 $2,352.00
4614 Cecchi, Louis $0.00
390 Cecchi, Louis F. 2,000 $7,289.00
330 Cerier, Helen Rae 3 $60.00
1693 CFB, as Trustee for Torger S. 1,000 $4,125.00
Kantrud
1055 Chambers, Alice M. *DISPUTED* 3,500 $4,566.75
*DISPUTED*
653 Chaney, Wilbur D. 25 $325.00
1962 Cheney, Richard A. 400 $2,966.87
1888 Cheney, Robert H. Custodian for 200 $1,463.74
Craig A. Cheney
4102 Cheng, Wing 300 $3,750.00
1870 Cherian, Commen & Rachel 5,000 $0.00 $0.00
1300 Chesnutt, Jacqueline D. 900 $10,200.00
2271 Chettle, Lavina S & E V 1,000 $3,525.00
(Deceased)
1660 Childs, Norman L. & Jacqueline M. 200 $1,355.48
1651 Chitwood, Harry Conrad 200 $625.00
3190 Chorley, Michael E. FBO Tyler 200 $2,537.00
Chorley
1096 Christel, Marvin H. & Betty S. 400 $3,471.15
</TABLE>
11
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
333 Christensen, Collin S. for Scott B. 250 $2,250.00
Christensen
NONE Christensen, Scott B. 0 $0.00
1535 Christiansen, Chad R 300 $1,400.00
1800 Christiansen, Robert M. & Elinor T. 103 $669.50
1728 Christopherson, Archie J. 200 $1,475.00
1062 Christopherson, Christopher 100 $737.50
(formerly Mardis)
1727 Christopherson, Sharon 200 $1,475.00
1064 Ciani, Gabriel W. 100 $737.50
1063 Ciani, Mieke J. 100 $737.50
3298 Circle Company *DISPUTED* 1,314 $0.00
*DISPUTED*
1219 Cizek, Joseph & Jennifer 2,000 $8,875.00
1943 Claeys, Louis L. 400 $3,750.00
525 Clark, Beverly M. & Anne S. 1,800 $0.00 $0.00
2974 Clark, John M. 100 $700.00
1317 Clark, Richard C. 400 $3,608.40
3463 Clark, Stella K. 180 $2,025.00
2302 Clarke, Steven A 500 $4,450.00
2452 Clathis, Dixie Kay *DISPUTED* 2,154 $25,848.00
*DISPUTED*
2917 Clathis, Pete P. *DISPUTED* ? $0.00
*DISPUTED*
4036 Clore, Jean M 50 $625.00
2510 Club 2000, a Partnership 400 $3,800.00
</TABLE>
12
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
894 Codella, Thomas M. Custodian for 50 $181.25
Anthony Michael Codella
556 Cohrone, Richard F. (a) 500 $1,854.17
4318 Cole, Darrel Keith 120 $1,440.80
3853 Cole, H.S. 200 $0.00
1768 Cole, Robert & Priscilla (b) 9,050 $32,946.07
1768 Cole, Robert & Priscilla (c) 15,750 $0.00 $0.00
1769 Cole, Robert C. 1,500 $7,500.00
4063 Coleman, Elizabeth (a) 265 $1,722.50
4063 Coleman, William E (b) 265 $1,722.50
3980 Colling, Daniel P. 200 $1,325.00
450 Collins, Wallace V. 2,000 $25,000.00
694 Colorado Venture Management, 105 $682.50
Inc.
2545 Coloroso, Robert D. $0.00
752 Coloroso, Robert D. (b) 10,000 $0.00 $0.00
3370 Columbia Aluminum Corporation $0.00
4565 Columbia Aluminum Corporation 650,000 $0.00 $0.00
1529 Colvin, Thomas D 162 $4,070.00
4261 Combs, David M. & Linda L. 100 $1,362.50
4134 Con-Sy, Inc. 300 $3,125.00
2445 Conley, Willard G & Jeannine W. 200 $625.00
2711 Continental Diversified Industries 216 $2,500.00
Ltd.
2703 Convenient Medical Care 4,000 $8,372.23
1164 Cook, J. Philip 300 $2,512.50
</TABLE>
13
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
3130 Cook, Jeffrey C. 100 $875.00
3134 Cook, Judith A. $0.00
4581 Cook, Judith A. 50 $437.50
831 Cooley, Aurelia M. 1,077 $6,617.50
3836 Corner, Robert F. *DISPUTED* ? $0.00
*DISPUTED*
3245 Corporation of the President of 42,080 $497,144.00
the Church of LDS
4204 Corwin, Bert C. Custodian for Bert 700 $9,506.25
Clark Corwin Trust
691 Cosgrove, James M. 1,000 $7,825.00
676 Cossette, Ronald L. (b) 500 $3,512.50
1572 Court, Owen 16 $100.00
1571 Court, Owen & Kathryn 54 $613.88
3232 Couser, Dr. Robert J. & Sally J. 100 $937.50
667 Cowlishaw & Jones Insurance Svcs. 400 $3,725.00
Inc. (b)
1731 Cox, M. Lee & Nancy R. 1,000 $4,085.00
1057 Cox, R. LaVaun & Shirley S. 270 $1,800.00
990 Crocker, Charle A. 3,000 $9,069.35
3531 Crooks, Jean Catherine 300 $1,375.00
3532 Crooks, Patrick F. 1,800 $6,775.00
2962 Crosby, Cyril W. & Marie 500 $3,312.50
3826 Crosby, Cyril W. & Marie $0.00
3685 Crowell, Kenneth L. 100 $513.00
4023 Cruikshank, Joseph A (a) 100 $900.00
</TABLE>
14
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
4023 Cruikshank, Julie L (b) 100 $900.00
1181 Crum, Robert W. 1,000 $7,484.50
2092 Curry, Ralph Kim & Sherrie D. 200 $1,725.00
2010 Curtis, Rosetta E. 657 $6,570.00
1983 Curtiss - Lusher, Barry 50 $556.25
1664 Cuskaden Company 500 $5,875.00
2416 Cutting, William M 420 $4,935.00
280 D'amico, Luigi 3,000 $0.00 $0.00
3278 Dallman, Gerald L. *DISPUTED* ? $0.00
*DISPUTED*
1361 Daugherty, Darryl J 400 $2,019.21
1359 Daugherty, James R. & Cathleen A. 600 $3,031.37
1360 Daugherty, James R. Executor of 7,000 $28,461.95
Estate of Florine Daugherty
421 David, Eugene C. 200 $1,800.00
3247 Davidson, D.A. (h) 500 $3,107.50
2934 Davidson, Lillian L. 500 $3,062.50
2515 Davis, Carl M. P.C. 500 $4,500.00
1648 Davis, Joe L. *DISPUTED* ? $2,250.00
*DISPUTED*
2931 Dayton Internal Medicine 400 $2,597.96
3662 De Bauche, Gary J. 75 $557.81
4154 De Pompolo, Michael A & M. 200 $2,500.00
Anne
1917 Deakin, R. Keith & Rhea S. 108 $915.00
1854 Dean, Carolyn Z 250 $3,375.00
</TABLE>
15
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
1168 Decker, Roger L. 500 $7,375.00
3764 DeGroot, Greg *DISPUTED* ? $0.00
*DISPUTED*
1090 Deibele, Thomas 100 $787.50
2493 Deikman, Arthur J. M.D. 610 $4,431.77
1158 DeLaittre, David J. 1,500 $8,805.00
1157 DeLaittre, Ingrid S. 1,500 $5,300.00
1161 DeLaittre, Zita B. 1,100 $5,463.75
3365 Delaware Charter 700 $0.00 $0.00
3366 Delaware Charter fbo Hugh Funkel 7,000 $0.00 $0.00
3367 Delaware Charter fbo Monica A 1,800 $0.00 $0.00
Finkel
3368 Delaware Charter fbo Monica A 650 $0.00 $0.00
Finkel
2399 Demars, Carroll A. 500 $0.00 $0.00
1930 Dempsey, Edward R. 2,000 $12,599.75
830 Dennison, Ola 4,300 $43,000.00
585 Denny, Fred & Sherry 10,000 $0.00 $0.00
1752 Denny, Fred G. & Sherry L. 10,000 $0.00
1781 Denny, Gail *DISPUTED* 1,000 $0.00
*DISPUTED*
1816 Denny, Gail & Fred G. 1,081 $0.00
*DISPUTED* *DISPUTED*
1134 DeRouchey, Durwood W. (a) 1,100 $4,611.66
1134 DeRouchey, Durwood W. (b) 6,000 $0.00 $0.00
1133 DeRouchey, Elizabeth W. 9,000 $43,064.68
3687 Derragon, Regina L. 200 $825.00
</TABLE>
16
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
3029 Deschenes, Charles E. & Martha E. 200 $818.75
2499 Dhruva, Mukund 1,000 $9,000.00
2012 Dib, George T. 200 $2,500.00
2487 Dick, Marion B. 500 $3,250.00
472 Diehl, Larry 200 $630.00
4619 Digan, Michael & Laura 200 $1,600.00
1135 Dillon, Robert E. & Anne R. 4,000 $14,796.25
1142 Dillon, Vicki J. 100 $1,050.00
3024 Dillon, Vicki J. $0.00
559 Dionne, Lou 259 $930.00
925 DLR Retirement Trust 1,000 $7,014.50
398 Doig, Edwin H. & Catherine C. 1,000 $6,500.00
723 Dolan, James T. (b) 4,500 $39,324.37
2378 Doll, Ronald R. 100 $925.00
4268 Dolphin, Eleanore H. 500 $0.00
*DISPUTED* *DISPUTED*
1993 Donaher, Dana M. (a) 25 $193.79
1993 Donaher, Dana M. (b) 395 $2,371.51
1993 Donaher, Dana M. (c) 344 $1,205.60
1993 Donaher, Dana M. (d) 300 $0.00 $0.00
771 Donald E. Stauffer Family Trust (a) 657 $0.00
1834 Donaldson, G N 200 $2,548.00
1432 Doronzo, Ralph A. 250 $781.25
2725 Doxsie, Douglas D. 100 $1,150.00
2955 Draper, Charles F. 100 $900.00
</TABLE>
17
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
2608 Driste, Charles H. 100 $900.00
3843 Droege, George R & Lois A. 40 $320.00
624 Drummy, Jack 1,200 $7,748.00
951 Drury, Louise F. 200 $1,787.50
515 Dubbs, Mary 6,000 $0.00 $0.00
4170 Dudley, Marianne *DISPUTED* ? $0.00
*DISPUTED*
2925 Dunlap, Gary A. 500 $3,239.58
1576 Dunmire, Michael O & Barbara A 100 $725.00
3497 Easter Seal Society of Iowa 300 $2,397.14
4197 Eckerline, Deborah L. 200 $1,575.00
1878 Eckhardt, Edward Jr & Regina M 500 $3,437.50
960 Edmonds, Gerald M. 11 $450.00
*DISPUTED* *DISPUTED*
3016 Edson Machine Inc. 200 $2,500.00
1802 Edwards, Everett Wayne 200 $2,400.00
826 Edwards, Joyce 68 $442.00
466 Effron, David J. (b) I 800 $6,698.13
1283 Ehrlich, Joseph 3,000 $2,225.00
718 Eichstadt, James 400 $3,987.50
1649 Eiler, Ray E. 800 $3,537.50
1493 Eitzen, William C. *DISPUTED* 100 $0.00
*DISPUTED*
2341 Ekegren, Craig A. 200 $1,550.00
958 Ekstein, Simone H. 1,000 $9,125.00
3496 Elling, Katheryn (a) 480 $4,193.61
</TABLE>
18
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
3494 Elling, Marjorie W. (a) 10,250 $78,021.00
2554 Ellingboe, John Custodian for $0.00
Cynthia Ellingboe
339 Ellingboe, John Custodian for 125 $843.75
Cynthia Ellingboe
4609 Ellington, Stewart L., M.D. 590 $7,080.00
848 Elliott, Larry *DISPUTED* 32 $0.00
*DISPUTED*
3760 Elmer, Tracy John $0.00
4480 Elmer, Tracy John 200 $1,800.00
1840 Elsberg, Hymie R TR Hymie R 100 $1,500.00
1710 Employees Securities Co. 1,000 $5,732.07
3350 Endelein, Eugene 500 $5,875.00
558 Engebretsen, K.M. 1,000 $1,000.00
761 Engel, David M. 1,000 $0.00 $0.00
1992 Enos, Kenneth A. 1,000 $4,452.19
1637 Epting, Eugene E. 200 $2,500.00
1036 Erickson, Oliver R. 1,500 $7,508.35
983 Ernst, Carolyn A. 100 $975.00
1919 Etor, F. Robert & Shirley H. (a) 400 $2,552.36
1919 Etor, F. Robert & Shirley H. (b) 1,200 $0.00 $0.00
3493 Evangelical Retirement Homes Inc. 300 $2,397.14
1355 Evans, J. Evelyn Trust 1,000 $5,207.90
3868 Evans, Joseph O. & DeLores M. 200 $2,500.00
2309 Evenson, Jerald D. 2,000 $0.00 $0.00
1042 Every, David A. & Patricia D. 1,000 $5,218.20
</TABLE>
19
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
1726 Fadrowski, Christine & John E. 250 $948.58
3226 Fahey, Dennis & Diana 2,100 $13,256.00
2187 Fahey, Paul J. & Mary J. (a) 500 $1,250.00
2187 Fahey, Paul J. & Mary J. (b) 500 $0.00 $0.00
709 Faling, Marvin R. & Erma M. 500 $6,437.50
562 Falzone, Salvatore P. 10,000 $0.00 $0.00
2628 Fantin, John C. $0.00
854 Fantin, John C. & Josephine 11 $0.00
*DISPUTED* *DISPUTED*
1884 Faralla, William D. & June 500 $1,535.00
2943 Farber, Phil A. 500 $3,375.00
1117 Farhat, Jalil Kamal 500 $5,000.00
3689 Fawcett, Clara 300 $2,063.00
2272 Feingold, Charlotte 300 $3,090.00
1284 Feld, Irvin 200 $1,485.00
1672 Ferguson, George B. & Ruth E. 200 $2,075.00
433 Fernstaedt, Arden (b) 400 $3,525.00
922 Ferrier, Richard R. & Brenda G. 300 $2,193.75
1920 Ferris, Robert (a) 1,000 $5,222.50
1920 Ferris, Robert (b) 2,000 $0.00 $0.00
3675 Fidelity Select Utilities Growth 11,380 $88,937.50
Fund (b)
1818 Fieldhouse, Anthony 5,000 $0.00 $0.00
3369 Finkel, Ruth 1,000 $0.00 $0.00
1587 First Trust Corp TTEE 1,000 $7,191.50
</TABLE>
20
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
1575 Fishback, James L (b) I 1,000 $7,125.00
2450 Flake, Garry 100 $1,075.00
4379 Flater, Harold & John (b) 500 $0.00 $0.00
3099 Flora, James/Dorothy 100 $1,250.00
949 Floyd Lilly Co. Retirement Trust 500 $3,325.94
4454 Flyer, Joseph I & Melba 10,000 $187.00
1131 Flynn, David E. 1,000 $4,343.20
2121 Ford, Elaine *DISPUTED* 10 $0.00
*DISPUTED*
2681 Forman, Harry Rick & Jankowski, 300 $2,000.00
Edwina T.
2706 Forrest, Patricia R. *DISPUTED* 100 $0.00
*DISPUTED*
1974 Fosdick, Maureen M. Custodian for 300 $3,750.00
Faye Fosdick
1934 Fosdick, Maureen M. Custodian for 300 $3,750.00
Sarah M. Fosdick
1148 Fowler, David W. 500 $4,281.25
1060 Fowler, Edwin J. 12,000 $26,879.86
1061 Fowler, Edwin J. Custodian for 1,000 $2,775.00
Leigh Merritt Fowler
1147 Fowler, Nancy H. 500 $4,281.25
1211 Frank, Robert W. & Virginia L. 200 $1,700.00
1806 Frazier, John R 200 $2,500.00
1346 Frome, David J. 100 $1,200.00
2482 Fry, Robert P. IRA (a) 2,000 $0.00 $0.00
2483 Fry, Robert P. Trustee Fry Family 10,000 $64,552.00
Trust (b)
</TABLE>
21
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
696 Fryer, Irene 200 $1,453.88
3041 Funston, Jeff 300 $2,876.00
4258 Fuys, David (a) 300 $1,162.50
4258 Fuys, David (b) 2,000 $0.00 $0.00
4302 Gallagher, Marguerite ? $0.00
*DISPUTED* *DISPUTED*
791 Garcia, Benny 55 $0.00
2225 Gasper, Andrew *DISPUTED* $0.00
*DISPUTED*
3492 Gatchel, Barbara (a) 480 $4,193.61
618 Gecks, David A. 500 $3,312.50
4156 Geiger, Pamela K. Custodian for 200 $2,500.00
Janelle L. Geiger
4155 Geiger, Robert S. Custodian for 200 $2,500.00
Karl R. Geiger
1121 Genola Grain Co. Employees Profit 100 $1,212.50
Sharing Trust
2208 Genola Grain Co. Employees Profit $0.00
Sharing Truste
627 Gentilcore, Daniel A. 300 $1,072.50
648 Gerhardt, Leon & Martha 500 $6,250.00
1175 Gernes, David E. 100 $1,250.00
2672 Gervais, Paula R. 200 $2,500.00
1991 Gezon, John A. (a) 730 $8,760.00
2298 Giles, Wendell H. 500 $5,375.00
3489 Gillam, JoAnn (IRA) (a) 500 $4,437.50
3491 Gillam, William & JoAnn (c) 3,000 $27,712.50
</TABLE>
22
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
897 Gillespie, Donald F. 2,000 $0.00
2223 Gillette, E. Peter Jr. 600 $5,400.00
3488 Gisvold, Dale 400 $3,150.00
3756 Gitch, Joseph & Joyce $0.00
4479 Gitch, Joseph & Joyce 200 $2,500.00
3313 Gohler, Gerhard W (IRA) 3,000 $11,351.00
619 Goldenberg, Joel (a) 1,500 $7,349.00
3046 Goldsmith, Larry 200 $2,700.00
3636 Goldstein, Ruth 2,000 $17,000.00
3827 Goldstein, Ruth & Sam (Deceased) 2,000 $0.00
*DISPUTED* *DISPUTED*
910 Gomavitz, Alex $0.00
962 Gomavitz, Alex $0.00
4249 Gomavitz, Alex 500 $6,250.00
4133 Gonder, Eric C. 300 $2,925.00
2366 Goodavish, Helen J. 200 $2,725.00
552 Gopperton, Robert C. 1,000 $9,325.00
3012 Gores, Kenneth W. DDS Pension 3,000 $26,100.44
Plan
3759 Gorman, Francis fbo Piper Jaffray 200 $1,550.00
1986 Gosiak, Elizabeth J. 300 $1,875.00
1987 Gosiak, Gerald Custodian for 200 $2,500.00
Andrew J. Gosiak
852 Graham, Thomas W. 150 $2,100.00
944 Grainger, Jack A. 1,300 $6,423.40
</TABLE>
23
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
1520 Grainger, Robert L for Estate of C 800 $4,161.75
Arthur Graing
3732 Granger, Adella J. *DISPUTED* ? $0.00
*DISPUTED*
452 Gratz, Thomas & Marguerite 1,200 $10,200.00
2738 Greene, Hugh P. III 200 $1,000.00
2737 Greene, Hugh P. Jr. 1,000 $5,000.00
3074 Gregor, Gregory E. Pen & Prof 12,000 $70,500.00
Share Plan (a)
3074 Gregor, Gregory R. Pen & Prof 5,000 $0.00 $0.00
Share Plan (b)
3841 Griffith, Thomas J. & Beverly V. 200 $1,875.00
3842 Griffith, Thomas J. & Beverly V. 200 $0.00
431 Griffith, Thomas J. & Elizabeth (a) 250 $2,731.25
1524 Groner, Alex Tr Alex Groner 300 $3,750.00
Writing Serv Pension
356 Gross, Malcolm C. 1,000 $0.00 $0.00
158 Grynberg, Jack 10,000 $78,595.08
1048 Gulessarian, Stephen A. 400 $3,200.00
1944 Gusa, Kathryn J. & Vaughn E. 200 $2,600.00
1937 Gusa, Lawrence L. 500 $5,250.00
1945 Gusa, Vaughn E. & Joan L. 1,000 $11,126.28
984 Gustafson, Edwin Berneal 100 $1,219.90
1666 Gustafson, Edwin Berneal $0.00
1231 Gustafson, Loren & Phyllis 1,000 $5,207.90
Franklin TTEEs
2007 Gustafson, Virgil R. 300 $1,500.00
</TABLE>
24
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
2540 Gustin, Wayne L. & Ruth E. 300 $2,250.00
730 Gutz, Melvin K. 200 $1,800.00
4003 Gutz, Melvin K. $0.00
4386 Gutz, Melvin K. $0.00
2377 Habel, Raymond J 146 $1,442.00
2161 Haben, Bonnie K. Feller 240 $2,160.00
843 Haggerty, Harold & Doris E. 100 $812.43
610 Hall, Diane 300 $3,525.00
1936 Hall, Leah 200 $1,562.50
2616 Hall, Ronald S. 100 $787.50
1950 Hall, William E. & Betty R. (b) 233 $1,812.99
1478 Halse, Diane Guardian for Matthew 250 $3,375.00
Adam Werner
1468 Halse, Diane Guardian, Sarah Jean 250 $3,375.00
Werner
2541 Halstead, Mina G. 60 $735.00
2542 Halstead, Mina G. 200 $1,487.50
3448 Halterman, Barbara *DISPUTED* ? $0.00
*DISPUTED*
3392 Halupnik, Ben 1,100 $6,900.00
3487 Halupnik, Ben Custodian for James 190 $1,682.50
Halupnik
3395 Halupnik, Ben Custodian for Dirk 300 $2,812.50
Halupnik (b)
3396 Halupnik, Ben Custodian for Mark 615 $6,079.13
Allan Halupnik (b)
3393 Hamilton, Douglas & Deranleau, 3,575 $13,465.63
Nancy (b)
</TABLE>
25
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
3391 Hamilton, Jean K. 1,000 $9,125.00
1194 Hampton, Eudora J. 250 $2,187.50
3093 Hansen, Gregory P. 100 $300.00
3094 Hansen, Jerry (a) 10,000 $62,500.00
3095 Hansen, Jerry (b) 2,500 $11,564.00
430 Hansen, Judith H. 500 $1,240.85
3028 Hansen, Judith H. 500 $1,240.65
2920 Hansen, Lois *DISPUTED* ? $0.00
*DISPUTED*
961 Hansen, Lorin W. & Anna J. (a) 1,700 $8,445.83
432 Hansen, Neal 500 $1,496.35
3681 Hanson, Gail A. 200 $875.00
2594 Hanson, Melvin N & Elizabeth 1,000 $8,687.50
4232 Harding, A. Dean *DISPUTED* ? $0.00
*DISPUTED*
4286 Harding, A,. Dean *DISPUTED* ? $0.00
*DISPUTED*
4238 Harlan, Robert L. *DISPUTED* ? $0.00
*DISPUTED*
1000 Harmsen, Steve 50 $500.00
317 Harrington, Fred E. & Barbara E. $0.00
377 Harrington, Fred E. & Barbara E. 500 $3,375.00
1875 Harris, Arthur J 300 $1,054.45
1874 Harris, Arthur J. 1,000 $0.00 $0.00
1507 Hart, David R. & Dwyn 140 $1,290.00
2719 Hart, Nicoe L. Surviving Spouse of 130 $1,852.50
Leonard C. Ha
</TABLE>
26
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
1442 Harward, Bess T. *DISPUTED* 1,351 $0.00
*DISPUTED*
1441 Harward, Jess L. 500 $1,981.85
2218 Haun, Bruce E 1,000 $10,500.00
2994 Hawkes, Robert T. & Ellis, David 500 $2,189.50
B.
2071 Hawlik, Julie A. 200 $2,237.50
3388 Hayes, Harlan L. & Marilyn 1,950 $15,661.78
3389 Hayes, Marilyn H. Custodian for 250 $2,343.75
Rachel Hayes
3605 Hazard, William W & Marjorie 300 $2,194.00
2278 Heabler, Harvey & Arlene (I) 100 $995.42
2149 Heath, James C. 500 $3,875.00
4152 Heifner, Richard *DISPUTED* ? $0.00
*DISPUTED*
4612 Heumann, Robert G. 400 $5,000.00
*DISPUTED* *DISPUTED*
2506 Heaverlo, James S. & Frances M. $0.00
284 Heaverlo, James S. & Frances M. 600 $4,500.00
1349 Hein, Donald L 4,000 $16,006.00
2553 Hein, Donald L. 1,000 $4,153.00
1350 Hein, Virginia W. 1,000 $3,628.00
3486 Helm, Norma June 100 $1,250.00
2145 Hempel, John Karl 2,000 $0.00 $0.00
4025 Hempleman, Philip J 175,000 $0.00 $0.00
4615 Henault, Charles & Kathleen 500 $5,000.00
1457 Henderson, Roy A. 4,000 $11,295.25
</TABLE>
27
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
2380 Henderson, William W 2,000 $10,500.00
1304 Hendricks, Carol 100 $1,250.00
1303 Hendricks, David 200 $2,500.00
1351 Hennigar, Lloyd I & Petty L. 200 $2,500.00
2037 Henrikson, Grant S. & Lois P. 200 $1,475.00
2372 Henrikson, Maxine & Wayne 200 $1,825.00
685 Hereford, Herman L. 500 $1,874.35
715 Herrick, Benjamin W. 300 $1,033.93
713 Herrick, Heather S. 300 $1,033.93
716 Herrick, Molly W. 300 $1,033.93
765 Heyne, Lloyd J. 1,000 $7,580.97
3279 Hibbing Dental Services PA ? $0.00
Retirement Plan fbo C.M. *DISPUTED*
Schneider DDS *DISPUTED*
1804 Hicks, Randall R. 100 $1,005.91
2284 Higgan, LaConna P 100 $737.50
3941 Hildebrand, Richard R. & Veta F. ? $0.00
*DISPUTED* *DISPUTED*
3385 Hill, Carolyn Schnure 100 $712.50
3729 Hill, Charlotte M. 500 $4,500.00
3277 Hinnenkamp, Walter P. ? $0.00
*DISPUTED* *DISPUTED*
3382 Hill, Irma M. 100 $787.50
318 Hlavati, William 760 $6,180.75
319 Hlavati, William 2,500 $15,800.75
320 Hlavati, William 540 $4,535.75
</TABLE>
28
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
321 Hlavati, William 1,450 $9,913.25
322 Hlavati, William 1,250 $8,407.00
323 Hlavati, William 500 $2,043.75
496 Hlavati, William 500 $2,827.50
809 Hlavati, William 450 $0.00
810 Hlavati, William 1,450 $0.00
811 Hlavati, William 700 $4,825.75
812 Hlavati, William 1,750 $10,238.25
813 Hlavati, William 300 $1,860.75
814 Hlavati, William 450 $2,863.25
1624 Hlavati, William 1,475 $13,465.63
1625 Hlavati, William 1,200 $0.00 $0.00
493 Hlavati, William Albert 500 $2,060.00
494 Hlavati, William Albert 635 $2,282.50
495 Hlavati, William Albert 500 $1,310.00
497 Hlavati, William Albert 400 $1,460.00
498 Hlavati, William Albert 1,000 $3,685.00
499 Hlavati, William Albert 500 $1,810.00
500 Hlavati, William Albert 1,750 $4,812.50
501 Hlavati, William Albert 500 $1,310.00
1615 Hlavati, William Albert 18,500 $0.00 $0.00
1616 Hlavati, William Albert 5,800 $0.00 $0.00
1617 Hlavati, William Albert 10,000 $0.00 $0.00
1618 Hlavati, William Albert 2,000 $0.00 $0.00
</TABLE>
29
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
1619 Hlavati, William Albert 9,000 $0.00 $0.00
1620 Hlavati, William Albert 3,400 $0.00 $0.00
1621 Hlavati, William Albert 900 $3,720.00
1622 Hlavati, William Albert 1,000 $5,345.75
2921 Hodapp, Larry F. 200 $1,995.10
2537 Hoefert, David W. 500 $2,923.75
924 Hoesch, Shirley 6 $165.00
652 Hoff, Orville S. & Beverly E. 100 $1,216.25
489 Hoffman, Frederick J. & Patricia K 1,000 $8,427.50
4274 Hoffman, Keith & Barbara TTEEs 100 $1,293.25
2023 Hoffman, Sim C. & Cheng, Phyllis 1,000 $5,793.35
W.
2021 Hoffman, Sim C. Profit Sharing 1,000 $6,570.85
Plan
2022 Hoffman, Sim C. Profit Sharing 500 $2,445.85
Plan
1235 Hoffmeier, Arlene L. 400 $2,650.00
2283 Hoggan, L. Brent 200 $1,775.00
2282 Hoggan, L. Brent & LcConna P. 200 $2,500.00
1555 Holbrook , George W. Jr 323 $2,099.50
932 Holdaway, W. Richard 339 $0.00
*DISPUTED* *DISPUTED*
2371 Hollett, Jeffrey G. (b) 100 $737.50
2627 Hollett, Mary L. 100 $675.00
4093 Holm, Robert E. 200 $1,300.00
2304 Holmgren, Morton R. & Beverly J. 200 $2,500.00
</TABLE>
30
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
1636 Holstein, Samuel P. Jr. 100 $1,250.00
1149 Holt, Elaine & Nancy Partnership 1,700 $0.00 $0.00
1151 Holt, Elaine & Nancy Partnership 1,000 $7,125.00
1508 Holtmeier, Arlene L. (Duplicate 400 $2,650.00
Copy)
744 Honeyman, Lester 400 $5,100.00
577 Hoopingarner, Doyle 140 $1,670.00
1690 Hoopingarner, Doyle A. $0.00
426 Hoopingarner, Ruth A. 25 $218.75
4160 Hoover, Isaac H. 300 $2,081.25
488 Horn, Kenneth N. Jr. 500 $3,462.50
378 Horne, Russell C. 200 $1,717.13
3580 Horner, David D. 200 $1,500.00
1905 Howard, Doug & Mary Lou (b) 2,100 $12,149.09
1379 Hsiao, William H. IRA 2,000 $15,719.63
727 Hsieh, Leh-An Custodian for Leslie 300 $2,085.00
Ann Lee
1574 Hudgins, Randall 300 $3,600.00
2932 Huff, Merilace Ann & Lloyd 100 $902.50
1010 Hughes, Kenneth E 200 $2,500.00
2709 Hultman, Harold 2,500 $35,075.00
649 Hultman, Steven M. 700 $4,906.25
2459 Hung, Judith M. 500 $3,312.88
2458 Hung, Wendell L. Y. 500 $3,312.88
682 Hunt, Clyde E. & Mary M. 200 $1,712.50
</TABLE>
31
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
3290 Hunt, Stephen J. 100 $1,167.00
1935 Hunter, James B. & Linda B. 200 $1,746.05
2078 Hunter, Philip L. & Clare J. 200 $1,796.95
3958 Hurd, Denise L. 2,500 $8,750.00
2748 Hurd, Holly L. 2,500 $8,750.00
3086 Hurd, Ralph W. 2,500 $8,750.00
565 Huseman, Thomas M. 100 $900.00
3452 Huseman, Thomas M. $0.00
3379 Hutzler, Arthur C. Custodian for 650 $6,093.75
Aaron Hutzler
3381 Hutzler, Arthur C. (IRA) 4,850 $45,530.05
621 Hyde, William A. 350 $3,948.00
1702 Iffert, Arnold V. Emma K. 500 $3,814.20
1700 Iffert, Arnold V. & Emma K. 200 $804.20
1701 Iffert, Arnold V. & Emma K. 100 $546.70
1628 Investment Club of Sun City 1,000 $3,049.00
4607 Iowa Culvert Builders Employees 2,000 $17,957.50
1224 Isenstadt, Samuel 200 $2,500.00
4174 Ivers, Kenneth J. & Pearl A. $0.00
1801 J. Capers Hiott SEP 200 $2,500.00
991 Jackson, Andrew Kit 1,648 $10,712.00
1118 Jackson, John N. & Gus (a) 1,622 $6,063.00
1118 Jackson, John N. & Gus (b) 2,000 $0.00 $0.00
1229 Jacobsen, Paul S. & Sally T 100 $900.00
4304 Jacobson, Jana (b) 6 $39.00
</TABLE>
32
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
1793 Jacobson, Marian 270 $1,755.00
2024 Jacobus, Sarah 1,000 $3,142.12
1326 Jaeger, William R. 1,000 $6,875.00
3378 Jahde, Marvin J. 2,000 $17,342.55
594 Jangula Frank & Marion M. 5,000 $0.00 $0.00
720 Japy, Bernard (b) 100 $1,012.80
1043 Jawitz, Herbert 14,000 $0.00 $0.00
1050 Jawitz, Herbert $0.00 $0.00
917 Jaynes, Walter H. & Norma H. 20 $328.75
2152 Jellison, Ruth 100 $1,407.90
913 Jennings, Susan M. 1,000 $0.00
3747 Jergensen, Jeffrey J & Sally J 50 $550.00
1631 Jessop, Glenn E. (a) 2,000 $13,625.00
2468 Jeude, William & Maurine 500 $3,625.00
2700 Jimerson, Janell Jarman 250 $3,750.00
2598 Joers, Allen E. & Gertrude A. $0.00
597 Joers, Allen E. & Gertrude A. 400 $4,300.00
1980 Johansen, George $0.00
4373 Johansen, George 200 $1,387.50
1098 Johanson, Verne A. 100 $1,250.00
1956 Johndrew, John E. & Betty J. 1,000 $4,478.18
471 Johnson, Alvin P. & Elaine C. ? $0.00
*DISPUTED* *DISPUTED*
4161 Johnson, Axel H. & Irene A. 100 $1,250.00
3992 Johnson, Bonnie L. 300 $3,150.00
</TABLE>
33
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
3994 Johnson, Bonnie L. 1,000 $9,375.80
3993 Johnson, Bonnie L. & Duane 300 $2,910.00
3526 Johnson, Bonnie L. (b) 500 $4,875.00
3524 Johnson, Bonnie L. & Duane (b) 1,050 $9,003.75
3525 Johnson, Bonnie L. (IRA) (a) 300 $3,150.00
2090 Johnson, Carl T. 1,000 $2,930.18
1559 Johnson, Edmund E Jr & Anne R 400 $5,000.00
604 Johnson, Gerard J. 200 $1,412.50
2959 Johnson, Harland H & Eulah 100 $775.00
2269 Johnson, Herbert W 2,000 $16,500.00
635 Johnson, Karen L. 100 $1,050.00
1490 Johnson, Morris W. 100 $687.50
582 Johnson, Ocee & Inga A. 300 $1,687.50
295 Johnston, Charles *DISPUTED* 1 $977.00
*DISPUTED*
3445 Johnston, Shirley 500 $6,250.00
429 Jondahl, Kenneth E. 400 $2,825.00
1866 Jones, David M (a) 123 $1,997.52
1866 Jones, David M (b) 300 $1,143.75
1376 Jones, Joan W. 1,200 $8,552.50
3442 Jones, Lorin V. (a) 1,300 $7,550.00
2086 Joyce, Barbara R. 500 $1,878.35
1017 Joyner, Irene M. 400 $2,904.86
3783 JV Company 500 $3,937.50
3784 JV Company 1,000 $9,250.00
</TABLE>
34
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
3785 JV Company 800 $10,000.00
1711 K Employees Assoc. Inc., The 1,500 $6,188.91
3521 Kammermeier, Raymond J. IRA (b) 475 $4,387.50
1856 Kane, Carol B 1,000 $7,000.00
2089 Karau, Mary C. 300 $964.12
634 Kastanos, Anthony P. 200 $1,425.00
3981 Kato, Mitsuharu (a) 1,500 $4,476.95
3981 Kato, Mitsuharu (b) 7,000 $0.00 $0.00
3434 Katter, Gloria J. (b) 4,000 $31,225.00
326 Katz, Larry A. & Lori J. H. 100 $750.00
3583 Katzman, Howard A. MD, PC (a) 1,000 $3,488.75
3583 Katzman, Howard A. MD, PC (b) 3,500 $0.00 $0.00
636 Kavan, Lester L. 100 $790.00
637 Kavan, Lester L. 150 $679.24
4139 Kavan, Lester L. Custodian for Joel 150 $679.24
D.Kavan
4138 Kavan, Lester L. Custodian for 100 $790.00
Rick A. Kavan
4306 Kazmierczak, Dory John 1,000 $0.00 $0.00
343 Keegan, Robert A. 3,260 $0.00 $0.00
790 Keele, Victor 16 $0.00
3969 Keeline, Jennie M. Estate c/o 200 $1,800.00
Richard O. Carpenter, Executor
3955 Keim, Joe 200 $1,588.00
3578 Keller, Darc D. 657 $7,884.00
1189 Kelley, Jerry D. 500 $3,500.00
</TABLE>
35
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
2270 Kelly, David M 400 $2,652.00
4087 Kelly, William J $0.00
4088 Kelly, William J $0.00
4555 Kelly, William J. 200 $1,375.00
4086 Kelly, William J. & Delores W. $0.00
4556 Kelly, William J. & Delores W. (b) 100 $412.50
659 Kendrick, B. D. 200 $2,500.00
2117 Kenkel, John D. 100 $937.50
4092 Kennedy, Kathryn (b) 200 $1,512.50
1570 Kent, Marian H 150 $975.00
482 Kentner, Russell E. 11 $166.86
885 Kerndt, Harold H. & Sharon 400 $4,300.00
1433 Kesl, James R. & Marjorie B. 200 $1,325.00
1434 Kesl, James R. & Marjorie B. $0.00
1513 Kimball, Marvin C. 1,000 $6,375.00
441 Kimball, Randal V. & Ardith A. 1,000 $0.00 $0.00
1544 Kimball, Victor & David 1,200 $6,380.64
1590 Kimple, Scott C. 15,000 $0.00 $0.00
2157 King, Lawrence W. & Norma J. 200 $1,850.00
699 King, Martin (a) 800 $5,462.00
699 King, Martin (b) 800 $6,969.50
2156 King, Norma Jean 200 $2,025.00
1375 Kingsley, Sherwood Custodian for 150 $1,071.25
Aron Sherwood Kingsley
</TABLE>
36
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
3341 Kinney, Thomas S. *DISPUTED* 200 $0.00
*DISPUTED*
2567 Kious, Dane R. 100 $1,250.00
719 Kiriluk, Walter A. & Margaret A. 200 $1,800.00
1809 Kirsten, Jana & Jacobson, Marean 6 $39.00
3437 Kirtland, John M. 200 $1,875.00
1656 Kiser, John M. 100 $687.50
2532 Kistler, Walter 10,000 $90,000.00
1742 Klaas, Jane T. 52 $338.00
3432 Kleinlein, Evelyn R. (a) 4,600 $38,275.00
3433 Kleinlein, Lillian Estate c/o Evelyn 4,600 $40,912.50
R. Kleinlein (a)
2609 Klossner, Henry K. 100 $1,362.50
1655 Klutman, Paul 1,000 $5,841.01
3940 Knight, David H. 1,500 $11,437.50
3930 Koch, Lowell G. 100 $875.00
1232 Koepcke, Kurt 30 $295.75
1257 Kohfeldt, Walter & Patricia M. 400 $4,275.10
609 Koloski, Jon W. & Lyla A. 100 $1,000.00
2129 Kortan, Robert B. 200 $2,500.00
1963 Koss, Robert J. 50 $750.00
1454 Kouchich, Russell F. 300 $2,700.00
2227 Koumoutsakos, K 2,000 $14,250.00
3582 Koyle, Nadine & Alan 104 $1,154.00
1692 Kramer, Barbara S. 500 $6,002.00
</TABLE>
37
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
1599 Krauss, Silvio 500 $1,984.08
345 Krauss, Silvio T. $0.00
1276 Kreimer, Thomas A. 200 $2,250.00
3680 Krile, Vernon 100 $438.00
1455 Kriney, Jr., John W. 200 $1,722.80
3458 Kroells, Roger D. & Eldora L. 500 $4,812.50
4001 Krupa, Donald R. $0.00
4522 Krupa, Donald R. 200 $2,400.00
738 Krupa, Ronald & Mary Ann 50 $497.50
363 Kuhn, Edward P. & Julie E. 500 $2,062.50
1714 Kuhns Investment Co. (b) I 10,000 $0.00 $0.00
1709 Kuhns, Robert W. (b) 10,000 $0.00
*DISPUTED* *DISPUTED*
2237 Kuhns, Robert W. Jr. (a) 2,838 $14,631.00
2237 Kuhns, Robert W. Jr. (b) 10,000 $0.00 $0.00
*DISPUTED* *DISPUTED*
970 Kulkuski, William B 300 $1,950.00
1953 Kumar, Virendra & Sudesh 200 $2,500.00
3911 Kuncheff, Johnny & Irene Family 200 $875.00
Trust
2702 Kunstman, James D. 400 $1,600.00
1733 Kwong, Bing C. & Anthony P. 6,000 $0.00
2042 Ladin, Samuel S. & Florence (b) 1,000 $0.00 $0.00
608 LaFreniere, Gregory P. (b) 600 $5,835.00
3471 Lambert, Gerald W. & Ruth J. ? $0.00
*DISPUTED* *DISPUTED*
</TABLE>
38
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
4019 Lambert, Gerald W. & Ruth J. ? $0.00
*DISPUTED* *DISPUTED*
645 Landen, Richard H. & Bonnie L. 200 $2,425.00
782 Landon, Hazel 400 $0.00 $0.00
551 Landon, Hazel J. 400 $9,860.00
3943 Lang, Jerome (a) *DISPUTED* ? $0.00
*DISPUTED*
3943 Lang, Magdalen (b) *DISPUTED* ? $0.00
*DISPUTED*
4150 LaPlant, Lloyd & Beverly 100 $1,087.50
4540 LaPolice, Susan M. 300 $3,750.00
2997 Larsen, Dolores 200 $1,337.50
1683 Larson, Harry C. 700 $8,750.00
4438 Larson, Merlyn 1,000 $9,000.00
2923 Latham, Gary D. 200 $1,329.77
3686 Lattimore, Ruby J. 100 $687.50
2257 Laturnus, Martin N & Helen G 200 $2,875.00
2258 Laturnus, Martin N & Helen G 300 $2,700.00
2259 Laturnus, Martin N & Helen G 400 $3,963.00
2260 Laturnus, Martin N & Helen G 200 $2,850.00
614 Lauterbach, Karen 300 $0.00 $0.00
4065 LaValley, Laura 100 $1,250.00
3429 Lavia, Tony L. 550 $5,087.50
3430 Lavia, Tony L. (IRA) 200 $1,450.00
2118 Lavorgna, Donald 3,500 $0.00 $0.00
2310 Lawrence, Michele M 1,786 $18,572.00
</TABLE>
39
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
4053 Laws, James T. & Susan M. $0.00
4514 Laws, James T. & Susan M. 600 $2,681.25
4234 Lee, John E. 200 $2,100.00
353 Lee, Kap Jai & Yun Jung 100 $937.50
2648 Legner, Roberta A. (Best) 145 $1,993.75
3427 Leistad, Arlene (b) 6,710 $31,680.50
605 Leman, Dennis J. 1,000 $4,803.00
2593 Lemmon, Gerrie T. 54 $625.00
1465 Lentz, Thomas A. 300 $3,031.59
1107 Lenzi, Virgil D. 5,000 $20,299.50
3426 Leo, Thomas J. 100 $1,362.50
993 Leseberg, William 200 $1,550.00
625 Lester, Melvin L. 100 $3,658.75
2600 Leung, Turin 1,000 $4,105.00
1474 Lewis, Frank F. 100 $623.50
2743 Lewis, Jennifer 1,000 $12,500.00
1795 Lewis, Leroy L JR 3,500 $21,250.00
4400 Liebel, Alfred M. *DISPUTED* ? $0.00
*DISPUTED*
3683 Lies, Linda A. Custodian for 50 $175.00
Matthew Lies
2344 Lillo, Lawrence D. 10,000 $0.00 $0.00
3688 Lind, Robert F. & Marcella $0.00
4473 Lind, Robert F. & Marcella 50 $281.00
1898 Lindstrom, Kenneth E. 2,000 $14,875.00
</TABLE>
40
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
436 Linstrom, William E. & Betty J. 100 $1,250.00
1122 Littauer, Richard 200 $2,375.00
686 Litwin, Raymond 1,000 $8,227.50
779 Litzenberger, Donald J. (Trust) 100 $1,068.18
3235 Livas, Mark B. Custodian FBO 200 $1,300.00
Timothy M. Livas
1092 Lockwood, Beverly F. (b) 1,200 $11,250.00
1106 Lockwood, Beverly F. (b) 750 $5,437.50
1092 Lockwood, Beverly F. (c) 200 $1,325.00
1106 Lockwood, Beverly F. (c) 1,200 $11,250.00
1106 Lockwood, Beverly F. (d) 750 $6,656.25
1106 Lockwood, Beverly F. (e) 200 $1,325.00
4020 Logan, James E 184 $2,026.50
3204 Logan, Judith 500 $3,750.00
2396 Long, Alvin M. & Jessie W. 16 $0.00
*DISPUTED* *DISPUTED*
1429 Lopata, David J. 500 $4,877.00
823 Lorensen, Charles W. & Ronna 1,000 $9,325.00
2530 Louie, James HM & Virginia L. 4,000 $36,695.25
2535 Louie, James HM & Virginia L. $0.00
702 Lowe, William T. 100 $977.00
1443 Lucas, John R. 900 $3,512.50
1959 Luk, Rick 600 $8,925.00
4226 Luther, Tom $0.00
4326 Luther, Tom 160 $2,000.00
</TABLE>
41
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
1689 Lutz, Frederick M. 1,000 $0.00 $0.00
4083 Lux, Harold R & Mildred A 100 $900.00
2697 Lyman, Gregory H. 300 $2,700.00
1500 Lyon, Maurice L. 400 $3,016.00
2345 MacDowell, Jo S. 200 $1,800.00
1261 MacLeod, Richard Preuss 2,600 $15,555.78
1191 Mactier, J. Allan 420 $2,730.00
3424 Madison, John L. 2,000 $18,500.00
3588 Madsen, Bruce A. 200 $2,500.00
2383 Maggio, Sam A 300 $3,750.00
1918 Magnuson, Eugene R. & Grace M. 500 $3,750.00
1225 Maher, Maurice N. 200 $1,922.12
1908 Mahoney, Dorothy D. 200 $1,302.00
1933 Mahoney, Theresa L. 100 $652.00
2563 Manes, Ann M. *DISPUTED* ? $0.00
*DISPUTED*
2564 Manes, Jerome F. *DISPUTED* ? $0.00
*DISPUTED*
563 Mangasarian, Stephen H. 1,000 $5,444.11
901 Mansell, Richard L. & Jean E. 500 $3,275.00
1254 March, Scott M. 100 $927.00
835 Marinoni, John & Ann 1,077 $6,617.50
1565 Marinoni, Patricia Brady 943 $6,617.50
571 Marion, Michael D. 700 $3,587.50
3441 Marker, Wayne A. & Nancy $0.00
</TABLE>
42
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
4388 Marker, Wayne A. & Nancy L. 125 $984.38
3422 Martens, Eugene W. 900 $5,345.00
3421 Martens, Margaret (b) 500 $1,312.50
664 Martin, Arthur C. & Dorothy B. 200 $1,800.00
4551 Martin, Donald C. II *DISPUTED* 100 $0.00
*DISPUTED*
1668 Martin, Fremont J 216 $1,890.00
1516 Martin, Lois M. (b) 1,000 $8,687.50
1518 Martin, Lois M. Custodian for 500 $3,250.00
Monica M. Martin
1517 Martin, Myron C. Custodian for 500 $3,250.00
Milo M. Martin
1479 Martin, Scott T. 1,000 $3,188.15
1492 Martin, Scott T. & Kristine N. 1,000 $4,582.70
3883 Martin, Teresa A. *DISPUTED* ? $0.00
*DISPUTED*
1826 Maske, Jack L 100 $900.00
1827 Maske, Lois J 100 $900.00
3231 Mastercraft of Seattle 300 $3,750.00
2950 Mathis, Richard W. & Virginia 50 $400.00
1223 Mathisen, Kenneth W. & Irma 150 $1,875.00
1787 Matts, Dennis R 200 $2,475.00
1788 Matts, Dennis R 100 $787.50
1789 Matts, Dennis R 200 $1,950.00
1362 Maust, Joan L. Trust 200 $2,500.00
1646 Maves, Duane 100 $750.00
</TABLE>
43
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
2352 May, Catherine P. 50 $437.50
2360 May, W.H. Jr. 200 $1,750.00
1691 Maynard, David & Linda 1,000 $5,218.20
281 Mazer, Nathan H. *DISPUTED* ? $0.00
2612 McCallum, Margot 5.5 $250.00
2107 McCarter, Charles V. (b) 1,000 $9,095.75
693 McCarthy, Mary L. & Eugene P. 550 $4,153.13
2006 McCormack, Warren G & Evelyn 600 $5,155.00
D.
1220 McCormick, Leo R. & Helen I. 6,000 $0.00 $0.00
623 McDermott, Patrick G. 300 $2,250.00
2935 McDonald & Company Securities 27,862 $0.00 $0.00
Inc
3420 McDonald, Frank A. & Mildred (c) 650 $6,868.75
3574 McElmury, Sean M. 100 $1,150.00
1669 McFadden, Farrell & Smith L.P. 114,500 $0.00 $0.00
1475 McGoogan, James R. 27 $175.50
2210 McGowan, Terence J & Mary 100 $900.00
3692 McLain, Susan 200 $1,551.88
327 McLean, Kenneth J. 500 $2,127.50
1426 McNairy, Dreux Sold Prop Emp 3,400 $22,663.62
Cpp Pl
1425 McNairy, Sean Fort 750 $6,698.70
1424 McNairy, Sean Fort (b) 950 $6,738.56
819 McNamara, Michael R. 200 $1,933.00
982 McRae, Lynne 200 $1,500.00
</TABLE>
44
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
1363 Medin, Maynard J. 500 $5,000.00
1496 Meehan, Mary E. 500 $4,375.00
1602 Mesher, Stewart 200 $1,425.00
1634 Messer, Keith 200 $1,725.00
2965 Meuller, Joyce M & Jerome E. 1,000 $9,375.00
602 Meyer, Walter G. $0.00
4022 Meyer, Walter G. 1,500 $15,375.00
3535 Micheli, Shirley Ann 100 $1,266.82
3293 Midwest Clinic Management Profit 1,000 $7,000.00
Sharing Plan
4009 Migowski, Roman J. 300 $0.00 $0.00
3880 Miller, Albert *DISPUTED* ? $0.00
*DISPUTED*
1320 Miller, Lee A. 1,000 $6,008.00
1321 Miller, Lee A. 1,000 $3,614.00
1322 Miller, Lee A. 4,000 $25,325.00
1319 Miller, Lee A. & Joan A. 1,000 $3,992.42
1323 Miller, Lee A. & Joan A. 1,000 $6,386.00
1324 Miller, Lee A. & Joan A. 1,000 $5,252.00
642 Miller, Lyle J. & Neva L. 600 $5,265.00
1091 Miller, Max & Alice S. 500 $3,250.00
3606 Miller, Wesley $0.00
4608 Miller, Wesley (a) 300 $1,744.00
4608 Miller, Wesley (b) 300 $0.00 $0.00
4613 Miller, Wesley $0.00
</TABLE>
45
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
1065 Miracle Enterprises 1,000 $8,216.20
1522 Mitchell, Bruce A. *DISPUTED* ? $0.00
*DISPUTED*
692 Mitchell, Jan L. *DISPUTED* ? $0.00
*DISPUTED*
1825 Mittelman, Burton C. 5.5 $250.00
1531 Moening, William R 500 $3,189.50
2313 Moffat, Ralph W. 1,000 $10,500.00
1140 Molnar, Rose F. 2,000 $7,499.25
1205 Monahan, Jr., William J. 100 $1,000.00
465 Montagne, Lorna May 850 $9,337.50
463 Montagne, Robert M. & Lorna May 200 $1,675.00
2019 Moon, Cratty A. Jr. & E. Janell 300 $1,437.00
House
3858 Moosman, George L. 350 $2,450.00
286 Moreton, William R. 200 $2,000.00
350 Morgal, Margaret L. 300 $2,531.40
1704 Morgal, Margaret L. 200 $1,745.00
2244 Morgan, Gerard E 100 $800.00
1586 Morris, Newbold "BOB" Capt 10,000 $0.00 $0.00
2028 Morton, Charles W. 1,675 $12,440.69
788 Morzelewski, Jack *DISPUTED* ? $0.00
*DISPUTED*
2945 Mossiman, Michael 25 $184.00
2165 Mozey, Cheryl 250 $1,307.80
1675 Mueller, Ronald J. & Denise M. 350 $4,725.00
</TABLE>
46
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
1676 Mueller, Ronald J. & Denise M. 100 $787.50
1677 Mueller, Ronald J. & Denise M. 200 $1,475.00
1551 Mukai, Milton M & Clara 1,300 $17,987.50
2097 Mulron, Ann P. & Brian W. $0.00
537 Mulron, Brian W. & Ann P. 500 $6,798.66
1511 Murdock, Jean R. 200 $1,676.75
839 Murphy, Michael Custodian for 200 $937.50
Michael Warner Murphy
838 Murphy, Michael Inc. 200 $937.50
861 Murphy, Michael Inc. 200 $937.50
837 Murphy, Stacy 200 $937.50
1868 Murray, Margaret A Nickels 100 $857.10
484 Murray, Ruby D. $0.00
4248 Murray, Ruby D. 100 $1,250.00
2480 Muscatine Realty Corporation 30,000 $262,837.50
3141 Muscatine Realty SPN/Pen $0.00
2397 Myhr, Jerry B. (b) 100 $662.50
3934 Nadeau, Nancy Lynn South 200 $2,500.00
2547 Naibi, A. Wali & Jacquelyn 100 $775.00
2613 Nakhai, Hamid 1,800 $8,837.00
3001 Nakhai, Saied 200 $1,487.50
337 Narke, Louis E. & Mary C. 100 $395.00
2610 Nash, Cheryl (Greenhalgh) 50 $625.00
1533 Nasseta, Anthony F. (b) 1,000 $10,500.00
1466 Nassetta, Cecelia (b) I 1,000 $10,500.00
</TABLE>
47
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
4014 Natividad-Tusson *DISPUTED* ? $0.00
*DISPUTED*
860 Navy, Jerry M. 300 $2,025.00
427 Nebel, Mary Bering Trust 1,300 $7,388.00
1964 Neill, Craig 300 $2,775.00
2115 Nelson, David G. fbo Piper Jaffray 200 $1,725.00
3865 Nelson, Dwight & Mary Lou $0.00
569 Nelson, Dwight F. & Mary L. 200 $2,500.00
1102 Nelson, Ervin C. & Edna P. ? $0.00
*DISPUTED* *DISPUTED*
3679 Nelson, Evelyn 200 $1,238.00
1855 Nelson, John F 400 $3,029.05
1473 Nelson, Laurel 1,000 $5,218.20
3860 Nelson, Richard K. 200 $1,492.20
3861 Nelson, Richard K. 5,000 $45,000.00
4277 Neumann, Karen E. *DISPUTED* ? $0.00
*DISPUTED*
3705 Nevil, Craig & Pamela ? $0.00
*DISPUTED* *DISPUTED*
4255 Neville, Norman *DISPUTED* ? $0.00
*DISPUTED*
1101 Newburry, Ellen 200 $2,100.00
1741 Newman, Dolores IRA 250 $1,812.50
1532 Newman, Elmer C 800 $3,850.00
1976 Newman, Marilyn N. 200 $1,000.00
1975 Newman, Thomas E. 200 $1,000.00
1307 Nicklin, Charles R. & Joycelin E. 400 $2,142.35
</TABLE>
48
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFORE VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
407 Nicolaus, Stifel Custodian for 1,000 $4,178.00
James W. Robinson
3423 Nielsen, Karen 11 $77.00
590 Nizze, Norbert A. 1,000 $3,708.35
309 Noel, Dale A. & Kathryn L. (b) 400 $2,950.00
675 Nolte, Phillip Custodian Jill C. 400 $1,762.50
Nolte
1569 Nordby, Earl D 1,000 $5,080.39
416 Nordby, Earl D. Trust $0.00
1713 Norpar, Inc. 10,000 $0.00 $0.00
2238 North Pipe Fittings, Inc 300 $2,123.43
164 Northern Trust Co. 26,267 $0.00
2236 Northwest Pipe Fitting Inc 300 $2,123.43
863 Northwest Pipe Fittings, Inc. $0.00
1166 Norwest Bank Colorado, N.A. 175 $1,587.50
Trustee for Mark Buchi
1116 Norwest Bank Minnesota, Trustee 1,800 $9,250.00
FBO Billings Surg. Group PC P/S
Myers
1114 Norwest Bank Minnesota as 500 $1,750.00
Trustee for
995 Nouwens, Jeffrey S. $0.00
4305 Nouwens, Jeffrey S. (a) 20,000 $169,557.50
4305 Nouwens, Jeffrey S. (b) 100,000 $0.00 $0.00
417 Novotny, Agnes 175 $2,450.00
418 Novotny, Stanley 200 $2,800.00
954 Nykamp, Dave & Judy 300 $1,952.00
</TABLE>
49
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
1836 O'Brian, John T 2,000 $0.00 $0.00
2231 O'Connor, Robert (a) 1,000 $4,125.00
2231 O'Connor, Robert (b) 2,000 $0.00 $0.00
2649 O'Fallon, Gerald M. 100 $1,012.50
2650 O'Fallon, Gerald M. 100 $387.50
1981 O'Hare, Charles 400 $1,725.00
3718 O'Meara, Zina 500 $4,950.00
3468 Oakes, Kathleen 6 $150.00
369 Odegard, Margaret 300 $0.00
1272 Odeh, Sami M. 200 $1,447.50
1250 Ogren, Donna M. 1,000 $5,218.20
1794 Oja, John 300 $2,366.50
1687 Oldendorf, Bessie L. & Walter J 200 $1,233.00
516 Oldroyd, G. Scott 200 $1,777.00
834 Olmstead, Daniel (b) 61,000 $217,773.04
1416 Olmstead, Peter & Cynthia Comm 4,000 $0.00 $0.00
Prop
1417 Olmstead, Peter & Cynthia TTEE 4,300 $29,779.94
Def Ben Pen Ret
2694 Olofson, Clifford 700 $8,750.00
2695 Olofson, Clifford (b) 1,670 $18,530.00
4432 Olsen, Erdean fbo Clark, Travis (b) 13 $110.50
4006 Olsen, Linda L. & Lee $0.00
4529 Olsen, Linda L. & Lee 3 $25.50
1597 Olson, Craig W. Custodian for Dain 100 $750.00
Bosworth
</TABLE>
50
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
902 Olson, L. Wayne 400 $2,762.50
584 Olson, Richard S. & Karen L. $0.00
2631 Olson, Richard S. & Karen L. 200 $1,850.00
2730 Olson, Wayne P. $0.00 $0.00
3983 Orlando, Anthony J. 200 $2,500.00
3984 Orlando, Gina A. 300 $3,750.00
3656 Orlando, Joseph K. & Joyce A. 250 $2,250.00
3985 Orlando, Peter Custodian for Peter 100 $1,250.00
M. Orlando (a)
3985 Orlando, Peter Custodian for Peter 100 $1,250.00
M. Orlando (b)
3982 Orlando, Thomas P. 400 $5,000.00
1081 Orton, Andrew L. 200 $1,125.00
1082 Orton, Maryl Lee 76 $1,125.00
1580 Osborn, Ken 400 $1,800.00
4178 Osborn, S. Bartley 2,300 $22,712.90
4098 Osborne, John B. *DISPUTED* ? $0.00
*DISPUTED*
3910 Oset, Robert D. *DISPUTED* ? $0.00
*DISPUTED*
1869 Osojnak, Boris M 600 $5,332.00
406 Osojnak, Boris M. $0.00
2565 Osovski, Ronald A & JoAnn 100 $1,369.73
4250 Ostendorf, Gerald H. ? $0.00
*DISPUTED* *DISPUTED*
1495 Osterlund, Annette T. 200 $1,475.00
639 Ostler, Robert G. & Rosalyn W. 200 $1,543.32
</TABLE>
51
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
3043 Otness, Birdeen 300 $2,737.50
1184 Ottertail Investment Group 200 $817.05
1183 Ottertail Investment Group (a) 1,000 $0.00 $0.00
3591 Owen, Lois 200 $750.00
3592 Owen, Lois 200 $1,400.00
1497 Pack, Cora M. Trustee Pack Family 200 $2,172.00
Trust
2767 Pack, Douglas H. (b) I 200 $1,450.00
2768 Pack, Ione A. 200 $1,450.00
1217 Paduganan, Dino R & Deborah G. 200 $1,448.81
1130 Palfreyman, Warkwick C. & Ione 1,000 $11,625.00
A.
3830 Palis, Gary S. & Janice L. 400 $2,720.00
283 Pandya, Asha *DISPUTED* 54 $0.00
*DISPUTED*
2234 Paramount Supply 400 $2,825.89
2239 Paramount Supply Comp 200 $1,418.22
2072 Paras, Gus & Olive 243 $2,916.00
3060 Parker, Blaine & Mary Ann (a) 200 $1,566.08
3060 Parker, Blane & Mary Ann (c) 3,500 $0.00 $0.00
736 Parkinson, John R. 1,200 $3,300.00
735 Parkinson, John R. & Joann R. 3,000 $8,755.00
3888 Pastre, John M & Gwen L. 50 $450.00
4598 Patel, Gopalkrishna M. 300 $2,085.00
875 Patel, Haribhai P. 200 $1,350.00
3124 Patten, James 1,000 $9,000.00
</TABLE>
52
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
1932 Pauley, Kimberly 100 $387.35
1673 Paulsen-Steele Co. Retirement 5,946 $55,000.00
Trust
1929 Pavich, Michael D. 32 $372.00
661 Payne, Terry 1,000 $8,601.93
3287 Pearson, Ronald J & E. Lelaine 100 $1,250.00
1970 Peart, Harold O. 700 $9,562.50
3765 Pecharich, William J 700 $6,300.00
3419 Pedersen, Karen M. (a) 480 $4,163.61
737 Pedersen, Roy K. 100 $1,067.15
3758 Peiffer, Douglas fbo Piper Jaffray 100 $1,238.00
2490 Perry, Jason 1,700 $9,350.00
3881 Petersen, Doris C. 200 $1,950.00
357 Petersen, Frank W. 1,000 $3,708.35
2972 Peterson, Bruce R & Sheryl L. 100 $862.50
707 Peterson, Earl E. & Sylvia E. 75 $975.00
786 Petras, Helena 200 $691.09
1306 Petras, Helena $0.00
2928 Petry, Edwin L. 300 $1,914.56
1415 Petty, Stephen Sole Proprietor 650 $5,698.25
Mpp. Plan
1873 Phalin, Thomas L 500 $1,227.50
1052 Phillips, Ronald L. 100 $900.00
1486 Pickett, William A. 850 $5,916.00
4257 Piel, Kenneth J. *DISPUTED* $0.00
*DISPUTED*
</TABLE>
53
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
1965 Pierce, Richard S. 1,200 $5,050.00
477 Pike, Raymond D. 2,200 $19,985.00
1461 Pilkington, Peter J. 1,400 $5,687.50
3302 Pingree, George C 5,650 $34,921.00
4468 Pingree, Marjorie C. 1,000 $6,000.00
419 Pinson, Richard P. 400 $2,125.00
1336 Piper Jaffray A/C 340-319310-050 200 $1,550.00
Gorman IRA
3247 Piper Jaffray (a) - Custodian for 200 $1,975.00
Jeffrey L. Anderson
3247 Piper Jaffray (b) - Custodian for 100 $0.00
Patricia Legant *DISPUTED* *DISPUTED*
3247 Piper Jaffray (c) - Custodian for 100 $0.00
William & Molly McMahon *DISPUTED*
*DISPUTED*
757 Piper Jaffray - Custodian for Joan 100 $662.50
Seiler IRA
760 Piper Jaffray - Custodian for Larry 200 $1,950.00
E. Fie
3247 Piper Jaffray (d) - Custodian for 200 $1,825.00
Richard N. Ross
3247 Piper Jaffray (f) - Custodian for 200 $1,675.00
John D. Vetterll
3247 Piper Jaffray (g) - Custodian for 100 $987.50
Wasatch Physicians
3247 Piper Jaffray (i) - Custodian for ? $0.00
Kathryn Matticks *DISPUTED* *DISPUTED*
3247 Piper Jaffray (l) - Custodian for 400 $3,325.00
James S. Gilley
</TABLE>
54
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
3228 Piper Jaffray Custodian for Dr. 1,150 $4,213.00
Joseph B. Fahey
3233 Piper Jaffray Custodian for Stephen 200 $2,475.00
T. Pushing
3236 Piper Jaffray Custodian for Calvin 200 $1,300.00
E. Traver
3240 Piper Jaffray Custodian for Dr. 200 $1,800.00
Anthony Ferrara
4478 Piper Jaffray FBO Douglas Peiffer 100 $1,238.00
IRA
3241 Piper Jaffray Custodian for Sharon 200 $1,800.00
L. Ferrara
3576 Plagerman, Dennis (Estate of) ? $0.00
*DISPUTED*
2413 Plaizier, Rex R 500 $1,955.00
4059 Planeta, Alan T (a) 1,100 $5,151.25
4230 Platt, Bradley D. (b) $0.00
4485 Platt, Bradley D. (b) 200 $1,550.00
2503 Pless, Wilbur & Phoebe 2,000 $18,125.00
750 Plozai, James (a) 500 $1,812.50
750 Plozai, James (b) 500 $0.00 $0.00
1558 Plumer, Barbara Catherwood $0.00
717 Plumley, Michele M. 600 $3,539.00
3417 PNG Partnership (b) 2,000 $16,662.50
393 Pobanz, Gretchen Custodian for 100 $995.10
Lucas Pobanz
3143 Pobanz, Gretchen E. Custodian for 100 $512.50
Lucas Pobanz *DISPUTED* *DISPUTED*
3120 Pobanz, Roger P. & Judy A. 150 $1,425.00
</TABLE>
55
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
4314 Polakowsdi, James & Sherlock, 200 $1,560.00
Cori-Beth
3230 Polansky, Thomas J. & Agnes I. 1,000 $7,200.00
1469 Popp, Janice R. 1,000 $6,875.00
3288 Poser, Eugene F. 200 $1,000.00
4339 Posik, Emma 500 $0.00
935 Poth, Thomas R. 1,700 $10,682.50
2521 Poulson, Randall 200 $1,550.00
3297 Power, Jean M. 300 $1,987.50
3242 Powers, Germundson, Kanusik & 1,500 $6,750.00
Wiemers
3225 Powers, Germundson, Kanusik & 500 $3,750.00
Wiemer
391 Powers, Linda Elmore 700 $5,425.00
392 Powers, Tunstall C. Jr. 1,000 $3,625.00
3219 Pressentin, James F. 500 $3,437.50
342 Price, Harriet L. *DISPUTED* 400 $0.00
*DISPUTED*
942 Prichard, Bert L. & Ruth 4,655 $23,312.50
2939 Pugsley, Mary Ellen H. Custodian 100 $1,012.50
Clara M. Pugsley
2942 Pugsley, Mary Ellen H. Custodian 100 $1,012.50
Eliza Pugsley
2940 Pugsley, Mary Ellen H. Custodian 100 $1,012.50
Jacob S. Pugsley
2941 Pugsley, Mary Ellen H. Custodian 100 $1,012.50
Joseph H. Pugsley
2938 Pugsley, Mary Ellen H. Custodian 100 $1,012.50
Seth H. Pugsley
</TABLE>
56
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
1909 Puppe, James L. 100 $900.00
2411 Quast, Eugene E & Carol 200 $1,688.55
1364 Quiter, George W. & Marilyn Anne 1,000 $8,594.50
4237 Radintz, Henry Charles (b) 250 $2,093.75
3833 Radtke, John E. Custodian for 200 $1,450.00
Justin Radtke
580 Ragazzo, Raymond A. & Clara J. 100 $886.69
629 Raisher, Scott A. 100 $687.50
801 Rajcany, Rebeca B. 25 $400.00
2568 Rand, Edward John & Palm J. 100 $1,087.50
447 Ransom, Bruce H. & Miriam F. 300 $18,375.50
4106 Rapp, Frank D & Diann 100 $1,300.00
4404 Rath, Michael *DISPUTED* ? $0.00
*DISPUTED*
1095 Rauch, Janet M. $0.00
3119 Rauch, Janet M. 500 $4,500.00
3118 Rauch, Janet M. (IRA) 300 $2,793.75
1445 Raulich, Dennis 300 $2,400.00
1252 Rauschenfels, Mark A. 100 $900.00
3032 Raynor, David 1,000 $6,875.00
888 Reddin, G. Randall 1,500 $11,812.00
1921 Reed, Richard & Theresa 350 $3,400.00
2197 Reed, Wm. G. Jr. 2,000 $8,109.45
804 Reese, Selwin A. & Frances G. 185 $1,935.00
3007 Reid, Robert R. *DISPUTED* 100 $0.00
*DISPUTED*
</TABLE>
57
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
3199 Reierson, Paul 225 $2,137.50
4418 Reiman, Lee & Mary Lee 400 $2,000.00
4417 Reiman, Mary Lee (b) 20,500 $38,471.00
2918 Rein, Randal J. & Diane Milberg 600 $7,200.00
977 Reinig, Leon 200 $2,500.00
1837 Reiter, Otto J & Raiola P 54 $550.00
4559 Renken, Melvin H. & Marian 100 $787.50
3218 Reno Radiological Profit Sharing 2,718 $50,902.28
Plan *DISPUTED* *DISPUTED*
589 Revoir, Albert H. & Joann M. (a) 500 $1,762.50
589 Revoir, Albert H. & Joann M. (b) 5,000 $0.00 $0.00
3415 Reynolds, James D. (IRA) 400 $2,650.00
4108 Rich, Kristin 113 $1,273.85
1144 Rich, T. Michael 500 $6,250.00
1940 Richards, Thomas J. 21 $2,480.00
1269 Richards, W. Thomas (b) 9,000 $33,386.33
2740 Richfield Bank & Trust, Trustee ? $0.00
Consulting Radiology fba Roger *DISPUTED*
Anderson *DISPUTED*
1004 Richters, Roger A 300 $2,100.00
2410 Ricker, Dorothy A. Custodian for 100 $675.00
Michael C.W. (a)
2410 Ricker, Dorothy A. Custodian for 100 $675.00
Mallory B. (b)
405 Rieben, Gary D. 100 $875.00
1308 Riley, Phyllis M. 100 $824.10
1462 Riley, Wallace D. & Dorothy C. (b) 100,000 $0.00 $0.00
</TABLE>
58
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
745 Ripp Distributing 1,000 $9,375.00
2103 Ripp Distributing Inc. 1,000 $9,375.00
728 Rippe, John H. *DISPUTED* $0.00
*DISPUTED*
3010 Rippe, John H. *DISPUTED* $0.00
*DISPUTED*
4143 Rivard, Allen J. 200 $1,725.00
644 Roberts, George W. 200 $675.00
1172 Roberts, June W. 100 $1,250.00
595 Roberts, Maxwell & Eleanor 500 $1,750.00
2370 Roberts, Neil C. 400 $1,747.19
1287 Robertson, Mary J. Trust U/A 1,000 $6,750.00
2578 Robinson, James E. & Karen D. 300 $3,150.00
3891 Robinson, Susan Beneficiary of 1,000 $9,570.43
Robinson, Herbert
3832 Rock, Gene F. 100 $787.50
1328 Rogers, Alleta M. 120 $922.50
4031 Rogers, Roy T. 4,000 $0.00 $0.00
2717 Roller, Erhard P & Edith L 200 $1,875.00
2148 Ronyecz, Albert 1,200 $0.00 $0.00
3252 Rose, Barbara W. 200 $1,448.40
4158 Rose, Dorothy Louise 200 $2,700.00
304 Rowady, Julia A. 4,000 $27,054.84
768 Rowady, Lewis (b) 4,500 $13,500.00
1073 Rubin, Bernard & Gloria (b) 12,500 $0.00 $0.00
2936 Ruch, Marlyn M. 250 $3,064.20
</TABLE>
59
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
3682 Ruebke, Ethel 100 $537.50
1340 Ruggieri, Anthony & John 400 $3,608.83
2261 Rukavina, Nick & Kathryn 594 $6,166.88
2407 Rukavina, Nick & Kathryn 108 $1,622.50
3871 Rupp, Judith L. 54 $648.00
3011 Russell, Martha 700 $2,669.01
4372 Ryan, Thomas C. Executor Estate 1,000 $3,779.88
of Mary C. Ryan
936 Ryzenga, Marjorie & Raymond 100 $674.88
671 Saalfrank, Charles W. Jr. 225 $1,912.50
672 Saalfrank, Susan L. IRA 85 $765.00
3569 Saario, Terry N. *DISPUTED* ? $0.00
*DISPUTED*
3140 Sadeghi, Jahangir & Mahnaz, 700 $6,037.50
Badihian
769 Samowitz, Moses 22 $200.00
1846 Samuelson, Richard (a) 1,000 $3,300.00
1846 Samuelson, Richard (b) 10,000 $0.00 $0.00
3809 Sandberg, Elaine 400 $2,900.00
3811 Sandberg, Elaine 500 $6,250.00
3807 Sandberg, Steven & Elaine 300 $3,450.00
3808 Sandberg, Steven & Elaine 200 $1,400.00
3414 Sande, Earl E. (b) 2,800 $21,255.74
3413 Sande, Ruth E. 1,200 $8,753.13
1696 Sander, Wayne C. 100 $900.00
1447 Sanders, Roger J. (a) 1,000 $2,790.60
</TABLE>
60
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
1447 Sanders, Roger J. (b) 2,000 $0.00 $0.00
4227 Sapp, Rose M. 225 $3,065.63
2455 Sather, Palmer E. & Darrell 100 $1,150.00
1720 Saul, Andrew 200 $6,281.00
3412 Saveraid, Steven K. 450 $4,462.50
841 Sawaya, Toffie G. *DISPUTED* 5 $0.00
*DISPUTED*
1230 Scarbrough, Alvin & SherLean 100 $1,000.00
3913 Scarlis, John $0.00
4821 Scarlis, John 610 $7,320.00
548 Scheel, Roy K. & Marie J. 100 $525.00
1662 Scheffler, Gertrud 300 $2,362.21
478 Schirmer, Wayne C. & Mary Tess 200 $1,800.00
2926 Schlater, Melvin L. & Patricia R 100 $1,127.50
3968 Schlichting, James 400 $1,379.00
3280 Schneider, Carl M. & Grace M. ? $0.00
*DISPUTED* *DISPUTED*
542 Schon, Matt J. 1,000 $9,600.00
3552 Schroeder, Lee (c) 400 $3,300.00
3773 Schultz, Mary K 100 $737.50
1079 Schumann, James E. (a) 1,700 $8,724.80
4030 Schuster, Leo A. $0.00
4451 Schuster, Leo A. 100 $625.00
638 Schwartz, Jane E. & Amy C. 500 $1,432.50
615 Schwartz, Jennifer L. 500 $1,432.50
</TABLE>
61
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
394 Schwei, Robert M. $0.00
4207 Schwei, Robert M. 1,000 $8,884.91
328 Schweizer, Frank 100 $835.00
680 Seichter, Myra M. 185 $1,986.25
1670 Shank, David W. 200 $790.35
1671 Shank, David W. 300 $1,950.00
348 Sharp, Richard P. 1,000 $8,625.00
3573 Shatto, Kirk A. 5,000 $0.00 $0.00
1476 Shea, Doris B. 100 $1,262.50
906 Sheaffer, William O. & Doreene S. 4,400 $4,767.08
1449 Shearhouse, Richard E. & S. Gale 500 $3,500.00
2489 Sheda, Anthony & Paulette (b) 5,440 $18,639.00
1171 Sheldon, A. Penn 300 $900.00
1997 Sherman, David Herschel 11 $132.00
1998 Sherman, Graham D. 11 $132.00
1996 Sherman, Jon W. 11 $132.00
1999 Sherman, Oleta B. 48 $0.00
2000 Sherman, Oleta B. 57 $0.00
2001 Sherman, Oleta B. 54 $0.00
2524 Shirey, William J. 100 $1,012.50
748 Shirley Building Partnership 100 $1,222.61
1298 Short, Robert R. (Trustee for 100 $400.00
Family Trust)
1299 Short, Robert R. (Trustee for 54 $1,000.00
Family Trust)
</TABLE>
62
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
547 Siedler, Thomas A. (IRA) 500 $1,892.50
4562 Siedler, Thomas A. The IRA of $0.00
455 Silcox, Carrie E. 5 $60.00
751 Silks, John M. 300 $3,065.00
2154 Sillers, John S. & MaryLou 1,000 $6,125.00
368 Silverman, Orlin E. 200 $2,500.00
4494 Simmons, Jim (b) 100 $1,275.00
628 Simon, Vincent S. 2,000 $20,495.16
878 Simone, Jack L. 100 $854.00
3410 Simons, Robert A. 800 $7,727.85
3411 Simons, Susan J. 300 $2,400.00
889 Sisters of Mercy of the Holy Cross 200 $1,250.00
3684 Sjursen, Darlyn 100 $713.00
2969 Skoglund, Lawrence J. 100 $1,250.00
1502 Slosberg, Bernard & Florence 600 $5,098.60
1358 Sloup, Lori A. 80 $600.00
1357 Sloup, Stephen L. 80 $600.00
2073 Slusser, William R. & Eleanor L. 500 $5,011.66
3476 Smiley, Richard M. & Beryl J. 400 $0.00 $0.00
3477 Smiley, Richard M. & Beryl J. 250 $2,691.75
3478 Smiley, Richard M. & Beryl J. 100 $587.50
3479 Smiley, Richard M. & Beryl J. 100 $376.50
2384 Smith, Alan 100 $425.00
1016 Smith, Alan Paul 100 $425.00
</TABLE>
63
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
3002 Smith, Arthur G. *DISPUTED* 1,500 $0.00
*DISPUTED*
1255 Smith, Frank L. 25 $162.50
1251 Smith, Jeanne C. 66 $429.00
825 Smith, John Charles *DISPUTED* 14 $299.00
*DISPUTED*
3802 Smith, Lawrence L. & Karen L. 1,000 $8,812.50
3483 Smith, Redd H. & Janet B. 200 $1,270.60
4287 Smith, Richard E. Jr. & Allison W. 100 $1,000.00
4004 Smith, Thomas L. *DISPUTED* 2,000 $0.00
*DISPUTED*
3835 Snider, Ernest L. *DISPUTED* ? $0.00
*DISPUTED*
2209 Snider, Jack R 350 $3,465.00
591 Snyder, John (a) 100 $275.00
591 Snyder, John (b) 400 $0.00 $0.00
985 Socha, Jr., Stanley J & Carol H 179 $1,168.75
1674 Soffe, V.C. & Sons, Inc. 1,903 $35,000.00
2212 Solfelt, Jody Ann 200 $2,500.00
2213 Solfelt, Robert J 200 $2,500.00
808 Sound Truck Equipment, PSP 2,000 $13,616.00
3439 Spangler, Robert H. 500 $1,814.85
1584 Sparr, Nels Clifford (Revocable 4,000 $13,292.35
TR)
560 Speidell, Nello J. 200 $1,625.00
3361 Spies, William A. *DISPUTED* ? $0.00
*DISPUTED*
</TABLE>
64
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
708 Springan Inc. 100 $537.50
2294 Springan, Inc. $0.00
3866 Spry, Ruthagene I.. *DISPUTED* 11 $0.00
*DISPUTED*
1865 Squire, George V. 2,000 $10,961.70
3595 ST. Hilaire, Raymond J & Gloria M $0.00
511 St. Hilaire, Raymond J. & Gloria 200 $2,587.50
M.
3937 Stack, Gary M. 100 $1,250.00
3936 Stack, Susan B. Cation 100 $1,250.00
376 Stamp, Dean B. 400 $1,187.50
1629 Stanford, Martin S. 500 $4,585.20
3723 Stapleton, David J. 1,000 $11,850.50
1002 Starup, J. Douglas 200 $2,825.00
3743 Stauffer, Melvin J 270 $2,637.75
1665 Steele, Everett E 300 $1,200.00
303 Steele, Paul E. 1,000 $3,708.35
2125 Steele, Scott P. 300 $1,912.50
2003 Steffen, Frederick Allen 100 $875.00
557 Stein, Frank 92 $1,104.00
4436 Steiner, Lorija *DISPUTED* ? $17,700.00
*DISPUTED*
3091 Stepanek, Steven H. (b) 500 $2,156.25
3091 Stepanek, Steven H. (c) 2,000 $0.00 $0.00
298 Stephens, Richard *DISPUTED* 11 $0.00
*DISPUTED*
</TABLE>
65
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
1627 Steward, Phyllis B. 100 $650.00
3409 Stewart, Chuck 600 $5,325.00
3655 Stewart, Kevin B. 100 $450.00
903 Stieber, James A. & Henrietta 100 $1,100.00
583 Stoecker, Vern & Muriel 1,000 $3,919.45
3408 Stone, Arch D. 1,100 $13,716.00
383 Stone, Harry A. 3,000 $9,567.00
655 Stordock, Dolores A. 100 $900.00
3669 Stordock, Dolores A. $0.00
2226 Stordock, Pavim 200 $1,500.00
4317 Storti, P. Fred 100 $900.00
911 Straley, Kathy (a) 2,000 $20,125.00
3932 Strandberg, Peter B. 1,000 $8,250.00
355 Strege, Melvin A. 200 $2,643.98
1056 Stroble, Donald L. & Kenneth A. 2,000 $24,523.90
1514 Stroble, Merton & Carol 2,000 $24,523.90
459 Struble, Helen E. 400 $2,911.17
2311 Struhs, Barbara A. 400 $1,775.00
3316 Strung, Jon 100 $1,350.00
781 Stuart, Roger K. *DISPUTED* ? $0.00
*DISPUTED*
2128 Stuart, Roger K. *DISPUTED* 547 $10,125.00
*DISPUTED*
3407 Sturdevant, Linda 400 $2,634.00
687 Sturges, Jonathan T. 100 $677.00
</TABLE>
66
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
2473 Sturgis, Robert E. *DISPUTED* 2,600 $0.00
*DISPUTED*
1318 Sueoka, Mary Louise 11 $200.00
3208 Suess, Robert C. & Helen 5,000 $43,000.00
2558 Sukut, Darwin L. 100 $789.00
978 Sullivan, Paul R & Kathleen M 1,000 $6,480.00
2178 Sun Trust Bank Augusta, NA 400 $2,125.00
3198 Sundberg, Richard 500 $4,250.00
4279 Swaney, William & Wilma (b) $0.00
3879 Swaney, William I. & Wilma E. $0.00
443 Swaney, William I. & Wilma E. 300 $4,237.50
3878 Swift, Patrick L. 100 $800.00
2572 Szalewski, Gregory V. & Karen L. 100 $800.00
570 Talley, Rodney W. 54 $1,885.08
1467 Tallman, William R., Sr. 100 $730.00
1591 Tangaro, June 54 $562.50
1984 Tannous, Jamil 200 $950.00
933 Taras, Chester F. Sr. 100 $562.50
3075 Tario, Gregory James 100 $812.50
3908 Taylor, Paul J. *DISPUTED* ? $0.00
*DISPUTED*
2509 Thill, Brian 150 $2,062.50
567 Thomas, Joan 200 $750.00
1023 Thomas, Marian E. 200 $1,248.18
1024 Thomas, Marian E. (Louis E. 200 $2,573.98
Thomas, Deceased)
</TABLE>
67
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
1025 Thomas, Marian E. (Louis E. 200 $2,775.00
Thomas, Deceased)
1026 Thomas, Marian E. (Louis E. 200 $2,525.00
Thomas, Deceased)
4362 Thompson, Joan Hulse & Robert ? $0.00
*DISPUTED* *DISPUTED*
1020 Thompson, Kent C. 400 $1,905.35
1019 Thompson, Kent C. DDS, Inc. 200 $2,098.45
1018 Thompson, Kent C. TTEE Living 135 $0.00
Trust
4308 Thompson, Lucy B. 100 $875.00
4307 Thompson, Raymond G. & Vivian ? $0.00
(a) *DISPUTED* *DISPUTED*
1145 Thompson, Ronald O. 100 $253.00
3804 Thornton, Michael R. ? $0.00
*DISPUTED* *DISPUTED*
3000 Thorp, Paul E. 100 $725.00
4416 Thuwaini, Haitham 60,000 $0.00 $0.00
1948 Toenjes, Richard D. & Barbara M. 100 $1,412.50
803 Tolman, Leon M. 416 $3,986.76
1589 Toman, Peter (a) 4,000 $0.00
2038 Toolen, John F. 30 $300.00
1193 Tootalian, Louise & S. Sam 2,000 $5,684.61
3745 Totorica, Gloria 200 $1,850.00
1596 Touchette, George F 5,000 $0.00 $0.00
3406 Trammel, Leroy O. & Maxine H. 3,120 $21,882.35
(b)
2757 Trans Corp., Inc. (a) $0.00
</TABLE>
68
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
4554 Trans Corp., Inc. (a) 42,500 $114,414.83
2757 Trans Corp., Inc. (b) $0.00
4554 Trans Corp., Inc. (b) 90,000 $0.00 $0.00
1534 Traughber, Paul 200 $1,900.00
364 Travis, James A. 250 $2,000.00
3895 Tuason, Deborah A. *DISPUTED* ? $0.00
*DISPUTED*
4015 Tuason, V.B. *DISPUTED* ? $0.00
*DISPUTED*
413 Tucker, Andrew S. 500 $3,005.88
1638 Tucker, Rebecca H. 200 $1,562.50
3073 Tullis, Patricia H. 100 $725.00
926 Turcotte, Clifford & Aurelia 400 $3,050.00
2328 Underwood, James A. Jr. 200 $2,500.00
3404 Union Park Methodist Scholarship 500 $4,625.00
Fund
3405 Union Park Methodist VJ Fund 1,000 $9,250.00
3403 Union Park Methodist Wills Acct 1,000 $8,176.76
4041 Urschitz, Bette M 1,000 $0.00 $0.00
1125 Utah Symphony 200 $2,025.00
1112 Vaklyes, Edmond J. Jr. 400 $3,500.00
371 Valentine, Bruce 300 $2,200.00
338 Valpey, Raymond W. M.D. 1,000 $8,000.00
2966 Valpey, Raymond W., M.D. $0.00
643 Van Amringe, Jon E. 900 $4,571.52
373 Van Pelt, Tunis C. & Sheryl S. 200 $2,500.00
</TABLE>
69
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
3025 Van Pelt, Tunis C. & Sheryl S. (a) $0.00
437 Van Soelen, Robert 100 $1,250.00
2342 Varga, Grace E. 200 $1,575.00
2343 Varga, Stephen A. 300 $2,362.50
2990 Ventura, Anthony L. 200 $850.00
743 Verticchio, David 1,000 $6,355.00
3733 Vieburg, James S 4,400 $35,875.00
3401 Vigen, David C. (b) 200 $550.00
4144 Virgili, John A. 1,000 $2,340.00
2096 Vogel, Helen & Roy A. ? $0.00
*DISPUTED* *DISPUTED*
617 Vogel, Helen L. 100 $900.00
3400 Vogen, Barbra D. 1,425 $13,162.50
3398 Vogen, Clifford S. 350 $3,281.25
3399 Vogen, Clifford S. & Barbra D. 1,200 $11,337.50
1749 Von Der Ahe, David Joshua 1,150 $14,375.00
1745 Von Der Ahe, Wilfred L., Jr. $0.00
1746 Von Der Ahe, Wilfred L., Jr. 7,625 $0.00 $0.00
1744 Von Der Ahe, Wilfred L., Jr. (b) 475 $5,625.00
4610 Von Der Ahe, Wilfred L., Jr. 250 $3,125.00
Trustee
2933 Von Weiland, John C. 150 $999.06
1038 Vos, Ralph R. & Agnes R. 400 $2,425.55
4538 Votava, Rita A. (b) 100 $1,150.00
2186 Voteau, Richard E. Jr. (b) 600 $5,945.00
</TABLE>
70
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
4552 Vuksinick, Louis M. 270 $1,923.75
732 Waddell, Gordon K. 230 $953.75
611 Wade, Nate *DISPUTED* ? $0.00
*DISPUTED*
3021 Waechter, Thomas A. 300 $1,087.50
3289 Wagner, Dennis & Judith 800 $4,725.00
1630 Wagner, William S. & Paricia A. 300 $2,362.51
766 Waldemar P. Schmitz Trust 2,400 $8,020.03
4235 Walling, Greg T. $0.00
4443 Walling, Greg T. 300 $2,700.00
4236 Walling, Susan E. *DISPUTED* ? $0.00
*DISPUTED*
2312 Wang, Shin Ho 300 $1,875.00
462 Wanzer, Edna 811 $0.00
1312 Ward, H. Stan 600 $3,984.20
1356 Ward, Judith K. 500 $4,293.25
4350 Wardley, Naomi & Wagner, Pat 206 $2,460.00
1239 Warpehoski, Jerome E 100 $1,250.00
409 Wasserman, David S. 1,000 $7,620.00
620 Watanabe, Shoji 200 $1,154.00
3863 Weber, Donald L. 200 $2,725.00
3929 Weber, Ronald H. & Sharon R. 100 $0.00
*DISPUTED* *DISPUTED*
2308 Weesner, John D. 3,100 $11,017.17
2929 Weiland, Robert James (b) 300 $0.00 $0.00
435 Weingartner, Gerard J. 100 $875.00
</TABLE>
71
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
4021 Weinstock, William & Pamela F 300 $1,524.81
1931 Wells, Ralph E. Jr. 240 $3,090.00
1309 Welte, Richard F. $0.00
3137 Welte, Richard F. 1,000 $9,225.00
2604 Welton, Herbert A. (a) 200 $2,500.00
1289 Werner, Ewhen & Helena 500 $0.00 $0.00
438 Wernert, Robert P. 5,000 $0.00 $0.00
633 Weymouth, James L. & Roberta S. 9,400 $57,057.10
(b)
824 Whalen, Harry F. & Hilda P. (d) 1,000 $2,460.88
3847 Whalen, Robert J. 100 $1,262.50
1719 Whealen, Paul N. & Mary Jo 3,000 $23,500.00
3371 Whipple, Virginia L. (b) 1,100 $7,850.00
1831 White, Ana Josefina Aranno 1,000 $13,390.76
1583 White, Donald L & Nancy S 800 $9,122.65
616 White, Marvin A. 200 $2,500.00
1832 White, Robert Pringle 4,000 $24,573.14
1899 Whitedove, Theresa formerly 15,000 $0.00 $0.00
Theresa Berry
424 Whiting, Betty L. 500 $6,250.00
3227 Wickesser, Margo Mary 300 $2,700.00
877 Wiese, Robert D. 1,000 $3,700.00
454 Wilcox Ralph L. 100 $808.25
1966 Wilking, James H. 2,000 $7,662.30
1471 Williams, Charles R. & Colette 76 $521.25
</TABLE>
72
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
1137 Williams, Charles T. 500 $3,392.50
1138 Williams, Charles T. IRA 500 $3,392.50
4542 Williams, Dan R. 340 $4,250.00
3990 Willis, David L. 100 $900.00
2544 Willmann, Carl V. 295 $2,459.38
1978 Wilson, Martin D. & Diane D. 400 $1,600.00
886 Wilton Savings Bank (Trustee) (b) 400 $3,100.00
1552 Wineman, Edward S & Helen S 2,000 $14,104.00
3653 Wisneski, Janet 100 $542.50
4211 Witchger, Thomas R. Custodian for ? $0.00
Elizabeth A. Witchger *DISPUTED*
*DISPUTED*
4212 Witchger, Thomas R. Custodian for ? $0.00
Thomas R. Witchger, Jr. *DISPUTED*
*DISPUTED*
4213 Witchger, Thomas R. Custodian for ? $0.00
Michael D. Witchger *DISPUTED*
*DISPUTED*
2464 Wohlwend, Marcia & Steven ? $0.00
*DISPUTED* *DISPUTED*
3251 Witwer, Todd L. 350 $3,655.13
1282 Wojcik, Michael J. 100 $288.00
3359 Wolf, Melvin (a) 2,500 $11,250.00
1206 Wolfe, Barney G. & Arla 500 $4,262.50
3031 Wolfe, Samuel 300 $1,987.30
2992 Woodruff, E. Kelani 200 $1,650.00
2930 Woods, John Dr. Trustee fbo 500 $3,239.58
Anesthesia Associates of
Westerville Prof.
</TABLE>
73
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
<TABLE>
<CAPTION>
Column 1 Column 2 Column 3
CLAIM CLAIMANT EXPLAN. NUMBER CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED
NO. NOTES OF SHARES AS UNIFORMLY CREDIT FOR CLAIM AMOUNT
OF EXISTING CALCULATED BY VALUE OF AFTER CREDIT
COMMON THE TRUSTEE EXISTING FOR VALUE OF
STOCK BEFORE CREDIT COMMON STOCK EXISTING COMMON
CLAIMED TO BE BEFOR VALUE OF OWNED STOCK OWNED
OWNED (NOT EXISTING (COLUMN 1 LESS
REPORTED AS COMMON STOCK COLUMN 2)
SOLD) OWNED
==================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
346 Workman, John H. & Ruth A. 2,000 $15,625.00
3896 Wright, Clarence B. *DISPUTED* ? $0.00
*DISPUTED*
2113 Worthen, Michael J. & Dea L. 54 $648.00
596 Wu, Nancy L. 500 $2,000.00
579 Wu, Shih-Chung 1,000 $4,750.00
1005 Wurzburg, Sid 200 $994.00
2315 Wynn, Tim $0.00
574 Wynn, Timothy D. 700 $9,485.00
1603 Yallaly, Jules G 75 $665.13
1844 Yoder, Earl M. 20,000 $0.00 $0.00
1995 Yokum, Lee (a) 3,800 $24,175.00
3457 Young, Grant L. IRA (Raymond 100 $862.50
James & Assoc)
777 Zanzig, William N. & Patricia T. 1,200 $5,738.02
3363 Zeiger, Robert 233 $1,574.50
3920 Zenchak, Jonna R. Wickesser 300 $2,700.00
1545 Zepp, Timothy M 800 $2,825.00
3474 Zollinger, Alden J. (a) ? $0.00
*DISPUTED*
3020 Zormier, Cloud L. 200 $1,975.00
---------- -------------
TOTAL: 3,072,947 $7,800,634.40
=========== ==============
</TABLE>
74
<PAGE>
EXHIBIT "I"
LIST OF
ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO
PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS
UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9)
* Unless indicated as disputed
- -------------------------------------------
A Claim has been assigned to Access Capital.
B Claim has been assigned to Argo Partners.
C Claim has been assigned to Comac International NV
D Claim has been assigned to Debt Acquisition Company of America
E Claim has been assigned to Comac Partners LPE
F Claim has been assigned to Riverside Contracting Corporation
G Claim has been assigned to Credit Research
H Claim has been assigned to KIA Factors
I Claim has been assigned to BP Investment Recovery Partners
J Claim has been assigned to NationsBanc Montgomery Securities
75
PLAN EXHIBIT "J"
FORM OF PROMISSORY NOTES REFERRED TO
IN ARTICLE 4.4 OF PLAN
<PAGE>
PROMISSORY NOTE
(Halcyon/Alan B. Slifka Management Company L.L.C.,
and Halcyon Offshore Management Company L.L.C.)
[Up to $1,625,000.00] ___________, 1998
Salt Lake City, Utah
FOR VALUE RECEIVED, the undersigned, Bonneville Pacific Corporation
("Borrower"), a Delaware corporation and a reorganized debtor pursuant to the
terms of a Chapter 11 Plan (the "Plan") confirmed by an Order entered on
________, 1998 in the Borrower's bankruptcy case (Bankruptcy No. 91A-27701 in
the United States Bankruptcy Court for the District of Utah, Central Division)
promises to pay to the order of Halcyon/Alan B. Slifka Management Company
L.L.C., and Halcyon Offshore Management Company L.L.C. (collectively,
"Lenders"), or Lenders' assignee, as follows:
1. Principal Amount. The principal amount of this Note is [up to One
Million Six Hundred Twenty-Five Thousand Dollars ( $1,625,000.00)].
2. Interest. Interest shall accrue on the unpaid principal balance of this
Note at the rate of ten percent (10%) per annum beginning on the day following
the Distribution Date as set forth in the Plan.
3. Payments. All principal and all interest which accrues thereon shall be
due and payable one (1) year after the Distribution Date as set forth in the
Plan. No interim payments of interest or principal are required.
4. Prepayments. This Note may be prepaid in part or in full at any time
without penalty. Each payment shall be applied first to accrued interest and the
balance to the reduction of principal.
5. Place of Payment. All payments required under this Note shall be made
to the following address unless the Lenders give written instructions to the
Borrower to change the place of payment:
Halcyon/Alan B. Slifka Management Company L.L.C.,
and Halcyon Offshore Management Company L.L.C.
Attn: John Bader
477 Madison Avenue
New York, NY 10022-4702
<PAGE>
6. Chapter 11 Plan. This Note is made pursuant to Article 4.4 of the Plan
(the terms of which are incorporated herein by this reference).
7. Unsecured. This Note is unsecured. During the period in which any of
this Note remains unpaid, the Borrower (but not its subsidiaries or affiliates)
may not incur debt except trade
debt in the ordinary course of the Borrower's business.
8. Jurisdiction and Venue. Any action to collect on this note may be
commenced only in the United States Bankruptcy Court for the District of Utah.
9. Governing Law. The substantive laws of Utah and, to the extent
applicable, the United States Bankruptcy Code, shall govern the validity,
construction, enforcement, and interpretation of this Note.
Dated this __ day of __________, 1998.
BONNEVILLE PACIFIC CORPORATION,
a Delaware corporation
By: ______________________________
Its: _____________________________
<PAGE>
PROMISSORY NOTE
(Comac Partners L.P.)
[Up to $1,625,000.00] ___________, 1998
Salt Lake City, Utah
FOR VALUE RECEIVED, the undersigned, Bonneville Pacific Corporation
("Borrower"), a Delaware corporation and a reorganized debtor pursuant to the
terms of a Chapter 11 Plan (the "Plan") confirmed by an Order entered on
________, 1998 in the Borrower's bankruptcy case (Bankruptcy No. 91A-27701 in
the United States Bankruptcy Court for the District of Utah, Central Division)
promises to pay to the order of Comac Partners L.P. ("Lender"), or Lender's
assignee, as follows:
1. Principal Amount. The principal amount of this Note is [up to One
Million Six Hundred Twenty-Five Thousand Dollars ( $1,625,000.00)].
2. Interest. Interest shall accrue on the unpaid principal balance of this
Note at the rate of ten percent (10%) per annum beginning on the day following
the Distribution Date as set forth in the Plan.
3. Payments. All principal and all interest which accrues thereon shall be
due and payable one (1) year after the Distribution Date as set forth in the
Plan. No interim payments of interest or principal are required.
4. Prepayments. This Note may be prepaid in part or in full at any time
without penalty. Each payment shall be applied first to accrued interest and the
balance to the reduction of principal.
5. Place of Payment. All payments required under this Note shall be made
to the following address unless the Lender gives written instructions to the
Borrower to change the place of payment:
Comac Partners L.P.
Attn: Paul Coughlin
10 Glenville St., 3rd Floor
Greenwich, CT 06831
6. Chapter 11 Plan. This Note is made pursuant to Article 4.4 of the Plan
(the terms of which are incorporated herein by this reference).
<PAGE>
7. Unsecured. This Note is unsecured. During the period in which any of
this Note remains unpaid, the Borrower (but not its subsidiaries or affiliates)
may not incur debt except trade debt in the ordinary course of the Borrower's
business.
8. Jurisdiction and Venue. Any action to collect on this note may be
commenced only in the United States Bankruptcy Court for the District of Utah.
9. Governing Law. The substantive laws of Utah and, to the extent
applicable, the United States Bankruptcy Code, shall govern the validity,
construction, enforcement, and interpretation of this Note.
Dated this __ day of __________, 1998.
BONNEVILLE PACIFIC CORPORATION,
a Delaware corporation
By: _____________________________
Its: ____________________________
PLAN EXHIBIT "K"
[This Exhibit is Intentionally Left Blank]
VALUATION
The Trustee has been advised by Bear, Stearns & Co. Inc. ("Bear Stearns")
with respect to the value of the Debtor's constituent businesses: Bonneville
Pacific Services Corporation ("BPSC"), Bonneville Fuels Corp. ("BFC"), a 50%
interest in Nevada Cogeneration Associates # 1 ("NCA # 1") and the Kyocera
cogeneration project ("Kyocera") in San Diego, California (collectively, the
"Businesses"). The range of values (which includes the present value of certain
estimated future tax benefits) was estimated (as of January 1, 1998) by Bear
Stearns as set forth below:
($ in millions)
As of 1/1/98
VALUE RANGE
Segment Low High
====================================== =========== ===========
50% Interest in NCA # 1 $37.0 $42.0
BFC 16.0 20.0
BPSC 5.5 6.0
Kyocera 1.4 1.7
Corporate Overhead (7.8) (6.4)
====================================== =========== ===========
Enterprise Value $52.3 $63.3
NOL 3.0 3.0
====================================== =========== ===========
Adjusted Enterprise Value $55.1 $66.3
The foregoing valuation reflects a number of assumptions and other factors,
including, among other things, the forecasts reflected in the projections
provided to Bear Stearns by the Debtor's management (the "Projections") and the
availability of certain net operating loss tax carry forwards. In addition, Bear
Stearns assumed that: (i) the Debtor continues to own a 50% partnership interest
in NCA # 1 and that all existing NCA # 1 contractual relationships remain in
place; (ii) BFC operates in a "blowdown" mode in which it runs off its existing
reserves and engages in no significant new exploration or development
activities; (iii) BPSC continues to provide operations and maintenance services
to the Garnet Valley and Black Mountain projects in accordance with the terms of
the existing Operations & Maintenance Agreements (with a 50% reduction in the
operating fees thereunder after year ten); and (iv) Kyocera continues to operate
under the terms of the existing energy supply agreement with Kyocera America,
Inc., as amended. Bear Stearns also considered, among other things, developments
relating to the settlement of curtailment issues between NCA # 1 and Nevada
Power Company and recent acquisitions by BPSC.
<PAGE>
In preparing a range of estimated values, Bear Stearns: (a) received
certain historical financial information regarding the Businesses, (b) received
certain internal financial and operating data of the Businesses, including the
Projections, (c) met with certain members of senior management of the Debtor to
discuss the Businesses' operations and prospects, (d) reviewed publicly
available financial data and considered the market values of public companies
that Bear Stearns deemed generally comparable to the Businesses, (e) reviewed
the financial terms, to the extent publicly available, of certain acquisitions
of companies that Bear Stearns deemed generally comparable to certain of the
Businesses, (g) visited certain facilities owned by the Businesses and (h)
reviewed certain analyses prepared by other firms retained by the Debtor and
conducted such other analyses as Bear Stearns deemed appropriate. Although Bear
Stearns conducted a review and analysis of the Businesses' operating assets and
liabilities, and business plans, Bear Stearns assumed and relied on the accuracy
and completeness of all: (i) financial and other information furnished to it by
the Debtor and by other firms retained by the Debtor and (ii) publicly available
information. In addition, Bear Stearns did not independently verify the
assumptions underlying the Projections in connection with such valuation, and no
independent evaluations or appraisals of the assets of the Businesses were
sought or were obtained in connection with such valuation, and no independent
evaluations or appraisals of the assets of the Businesses were sought or were
obtained in connection therewith. In valuing the net operating loss carry
forwards estimated to be generated by payments to certain stakeholders in
connection with the Debtor's reorganization (the "NOL"), Bear Stearns assumed
(as per advice of the Trustee's tax counsel) and (i) pending resolution of
certain factual and legal questions, approximately $1 million of NOL will be
available for utilization each year and (ii) the useful life of the NOL is
twenty years.
Estimates of value do not purport to be appraisals, nor do they
necessarily reflect the values that might be realized if assets were to be sold.
The estimates of value prepared by Bear Stearns assumes that the Debtor
continues as the owner and operator of the Businesses and their assets. Such
estimates were developed solely for purpose of formulation and negotiation of a
plan of reorganization and analysis of implied relative recoveries to creditors
thereunder. Such estimates reflect computations of the estimated value of the
Businesses through the application of various valuation techniques and do not
purport to reflect or constitute appraisals, liquidation values, or estimates of
the actual market value that may be realized through the sale of any securities
to be issued pursuant to the Plan, which may be significantly different from the
amounts set forth herein. The value of an operating business is subject to
uncertainties and contingencies that are difficult to predict and will fluctuate
with changes in factors affecting the financial conditions and prospects of such
a business. As a result, the estimate of the range of values set forth herein is
not necessarily indicative of actual outcomes, which may be significantly more
or less favorable than those set forth herein. Because such estimates are
inherently subject to uncertainties, neither the Trustee, the Debtor, Bear
Stearns, nor any other person assumes responsibility for their accuracy.
Depending on the results of the Businesses' operations or changes in the
financial markets, the range of values for the Businesses as of the Confirmation
Date may differ from that disclosed herein.
In addition, the valuation of newly-issued securities is subject to
additional uncertainties and contingencies, all of which are difficult to
predict. Actual market prices of such securities at issuance will depend upon,
among other things, prevailing interest rates, conditions in the financial
markets, the anticipated initial securities-holding of prepetition creditors,
some of whom may prefer
<PAGE>
to liquidate their investment rather than hold it on a long-term basis, and
other factors that generally influence the prices of securities. Actual market
prices of such securities may also be affected by the Debtor's history in
Chapter 11 or by other factors not possible to predict. Accordingly, the
foregoing estimated range of values does not necessarily reflect and should not
be constructed as reflecting, values that will be attained in the public or
private markets. The estimated range of value does not purport to be an estimate
of the post-reorganization market trading value of securities issued pursuant to
the Plan. Such trading value may be materially different from the value ranges
disclosed herein. Indeed, there can be no assurance that a trading market will
develop for any of the securities issued pursuant to the Plan.
BUSINESS PLAN
- -----------------------------------------------------------------------------
Bonneville
Pacific
Corporation
50 West Broadway, Suite 300
Salt Lake City, UT 84101
<PAGE>
TABLE OF CONTENTS
DISCLAIMER . . . . . . . . . . . . . . . . . . . . . . . . . . . i
OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . ii
BUSINESS PLAN
Introduction. . . . . . . . . . . . . . . . . . . . . . . . 1
Mission . . . . . . . . . . . . . . . . . . . . . . . . .. 2
Synergy . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Key Success Factors . . . . . . . . . . . . . . . . . . . . 8
Future Value of the Company . . . . . . . . . . . . . . . . 11
Management and Organization of BPC. . . . . . . . . . . . . 11
OIL & GAS
Company Description . . . . . . . . . . . . . . . . . . . . 13
Mission . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Industry Analysis . . . . . . . . . . . . . . . . . . . . . 14
Strategy. . . . . . . . . . . . . . . . . . . . . . . . . . 15
The Competition . . . . . . . . . . . . . . . . . . . . . . 18
Operations. . . . . . . . . . . . . . . . . . . . . . . . . 19
Management and Organization . . . . . . . . . . . . . . . . 24
Risk Factors. . . . . . . . . . . . . . . . . . . . . . . . 25
POWER GENERATION
Electric Power Generation . . . . . . . . . . . . . . . . . 30
Power Generation Goals. . . . . . . . . . . . . . . . . . . 31
Industry History & Analysis . . . . . . . . . . . . . . . . 31
The Target Market . . . . . . . . . . . . . . . . . . . . . 32
Strategy. . . . . . . . . . . . . . . . . . . . . . . . . . 33
Development . . . . . . . . . . . . . . . . . . . . . . . . 34
The Competition . . . . . . . . . . . . . . . . . . . . . . 35
Power Generation Assets . . . . . . . . . . . . . . . . . . 37
Risk Factors. . . . . . . . . . . . . . . . . . . . . . . . 45
APPENDIX
Table 2 "Historical View - Sources of Cash" . . . . . . . . i
Table 2a "Projected - Sources of Cash". . . . . . . . . . . ii
Tables 2(b-d) Source Numbers for Tables 1(a-d). . . . . . . iii
Power Project Assumptions . . . . . . . . . . . . . . . . . iv
Corporate Entities. . . . . . . . . . . . . . . . . . . . . v
Definitions . . . . . . . . . . . . . . . . . . . . . . . . vi
Resumes . . . . . . . . . . . . . . . . . . . . . . . . . . x
<PAGE>
This Business Plan prepared by current management, the
Disclosure Statement and the Plan, including the information
incorporated by reference therein, contain various forward-
looking statements and information that are based on current
management's beliefs and assumptions, as well as information now
available to current management. Without limiting the generality
of the foregoing, the words "believe," "anticipate," "intend",
"estimate," "project", "expect" and similar expressions, as sometimes
used in the Business Plan, Disclosure Statement or the Plan, are
intended to identify forward-looking statements. All forward-looking
statements and information in this Business Plan, the Disclosure
Statement and the Plan are forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
are intended to be covered by the safe harbors created thereby.
Claimants, equity holders and other readers are cautioned that all
forward-looking statements involve risks and uncertainties including,
without limitation, the factors set forth under the caption "Risk
Factors" in this Business Plan and the Disclosure Statement.
Although current management believes that the assumptions underlying
the forward-looking statements contained in this Business Plan,
Disclosure Statement or the Plan are reasonable, any of the assumptions
could be inaccurate, and therefore there can be no assurance that such
forward-looking statements will prove to be accurate. In light of the
significant uncertainties inherent in such forward-looking statements,
the inclusion of such information should not be regarded as a
representation by the Debtor, the Estate, the Trustee, the Trustee's
Professionals, the Reorganized Debtor, current management or any other
person that the objectives and plans of the Reorganized Debtor will be
achieved.
THIS BUSINESS PLAN IS PREPARED BY THE CURRENT MANAGEMENT OF THE
DEBTOR OR ITS OPERATING SUBSIDIARIES. THE BUSINESS PLAN REFLECTS THE
TYPE OF FUTURE BUSINESS FOR THE REORGANIZED DEBTOR THAT WOULD BE
OPERATED IF CONDITIONS REMAIN UNCHANGED AND IF CURRENT MANAGEMENT
WERE TO DIRECT THE FUTURE BUSINESS OPERATION OF THE REORGANIZED
DEBTOR. HOWEVER, THE REORGANIZED DEBTOR'S FUTURE BUSINESS OPERATION
IS TO BE DIRECTED BY AN INDEPENDENT BOARD OF DIRECTORS. ACCORDINGLY,
SUCH INDEPENDENT BOARD, IN THE EXERCISE OF ITS BUSINESS JUDGMENT, MAY
CHOOSE NOT TO FOLLOW THE RECOMMENDATIONS OF CURRENT MANAGEMENT AND
THEREFORE THE FUTURE BUSINESS OPERATIONS OF THE REORGANIZED DEBTOR
MAY DIFFER SIGNIFICANTLY FROM THE FUTURE BUSINESS OPERATIONS
DISCUSSED IN THIS BUSINESS PLAN.
Page i
<PAGE>
OVERVIEW
Bonneville Pacific Corporation, "Bonneville or BPC", is in the energy
business. The energy industry is changing and Bonneville believes
that economic opportunities come from change. Existing knowledge,
stable future cash flows and the ability to quickly respond to
change give Bonneville an advantage as the Company pursues growth.
The Company's vision is to establish itself as a valued industry
partner by providing solutions to energy needs through development of
oil and gas reserves and electrical generating facilities.
Bonneville intends to succeed in the changing energy market by
providing supply and management of energy needs and establishing the
Company in the energy management business.
Bonneville is an independent energy producer focused on maximizing
returns on invested capital by investing in and operating energy-
related assets. The size of the Company allows it to focus on
smaller projects and still realize attractive rates of return on
invested capital.
Because of the diversity of both the Company's experience and
opportunities, the Company believes that it is able to provide
investors an avenue to own a portfolio of energy related assets that
are expected to generate positive cash flow with the objective of
reinvesting 100% of cash flow into energy related opportunities.
Bonneville is in the oil and gas business, and intends to continue
to develop existing productive assets and focus on developing oil
and gas production capabilities. Bonneville will utilize its
existing geologic knowledge base to prospect for oil and gas in
promising areas. Bonneville expects to increase oil and gas
production by targeting, through the use of advanced technologies,
older reservoir basins where reserves may have been overlooked. The
Company expects to direct the bulk of its capital investment over
the next two years into oil and gas production assets.
Bonneville is also in the power business. Its primary power asset
produces stable cash flow from a long-term power sales contract.
Bonneville believes the greatest opportunities in power development
for the Company currently exist in Mexico. Changes in Mexican
regulation now allow independent projects to be developed. Growth in
power demand as the economy develops and the lack of internal
resources creates an environment where Mexico welcomes this type of
development. The need is particularly great in the emerging
industrial sector. The Company's size is suited to developing small
cogeneration facilities at industrial sites in Mexico.
The synergy that exists between Bonneville's operating assets and
employee resources provide Bonneville with a unique competitive
advantage. The changes coming to electric retail competition in the
U.S. are expected to create new opportunities to maximize the value
of existing assets using the Company's operating and marketing
knowledge. Bonneville's participation in both the oil and gas and
power generation businesses provides Bonneville with an attractive
range of competing investment opportunities.
Each section of this Business Plan and the Disclosure Statement
should be read carefully as they contain additional discussion
about the Company's assets and the risks inherent in the energy
business. Readers are cautioned that all forward-looking statements
involve risks and uncertainties including, without limitation, the
factors set forth under the caption "Risk Factors" in this Business
Plan and the Disclosure Statement.
Page ii
<PAGE>
BUSINESS PLAN
1. Introduction
Bonneville Pacific Corporation, hereinafter "Bonneville or BPC",
and its wholly owned subsidiaries (Bonneville Fuels Corporation and
Bonneville Pacific Services Company, Inc.), together hereinafter the
"Company", are diversified energy companies engaged in the energy
business. BPC is a Delaware corporation based in Salt Lake City,
Utah. The Company is qualified to do business and has operations,
through either BPC or its subsidiaries, in several western states and
Mexico.
The Company has activities in the following areas:
1) the exploration for and development of U.S. oil and gas
reserves;
2) the ownership and development of power generation
facilities; and
3) providing energy related operations and management services.
Drawing illustrating synergistic relationships here.
Bonneville Pacific Corporation's Synergistic Relationships
The Company's participation in the industry is typically directed
through subsidiaries of Bonneville Pacific Corporation. These
subsidiaries and their relationships are outlined in this section
of the Business Plan. The oil and gas production and the power
generation businesses of the Company are described in greater detail
in other sections of this document. An organization chart for the
Company, with its active subsidiaries, is contained at the end of
this section. A listing of the corporate entities and a glossary
of terms is contained in the Appendix to this Business Plan.
Page 1
<PAGE>
Oil and Gas Production
Exploration, development and acquisition of U.S. oil and gas
properties is conducted through Bonneville Fuels Corporation (BFC),
a wholly owned subsidiary. BFC is an oil & gas exploration and
production company with 25 billion cubic feet equivalent (Bcfe) of
natural gas and oil reserves in the western United States. BFC is
the operator for over 70% of its SEC PV10 value, and operates wells
in the San Juan and Permian Basins in New Mexico, and the Piceance
and Uintah Basins in Colorado and Utah and has interests in wells
in the Permian Basin in Texas and the Mid-Continent Basin in Kansas.
Power Generation
The ownership and development of power generation facilities
occurs in the following companies:
A. Bonneville Nevada Corporation (BNC), a wholly owned
subsidiary, has a 50% ownership interest in the Nevada Cogeneration
Associates #1 (NCA#1) facility, an 85 megawatt (MW) power
generation facility located approximately 15 miles northeast of
Las Vegas, Nevada.
B. BPC owns a 100% interest in the Kyocera facility, a 3.2 MW
power generation facility in San Diego, California.
C. Bonneville Pacific Services Company, Inc. (BPS), a wholly
owned subsidiary, owns a 51% interest in CONAV, a Mexican corporation
which owns a 4 MW power generation project under construction in
Navojoa, Sonora, Mexico.
Fuel and Energy Management Services and Power Project Operation and
Maintenance.
A. Fuel and energy management services are provided primarily
to non affiliated parties through Bonneville Fuels Management
Corporation (BFMgt), a wholly owned subsidiary of BFC.
B. Power generation, operations and maintenance services are
provided to affiliates and to non-affiliated parties through
Bonneville Pacific Services Company, Inc. (BPS).
2. Mission
The Company's mission is to own, develop and acquire, and to operate
where appropriate, oil and gas reserves, to own, operate, maintain,
develop and acquire generating capacity, and to manage energy
requirements for commercial and industrial consumers.
Page 2
<PAGE>
The Company believes that opportunities exist in these business
areas both in the U.S. and worldwide. The Company recognizes that
opportunities exist for BFC, through current inventories of viable
locations and available leases, for drilling new wells and
recompleting existing wellbores.
The demand for competitively priced power, in the U.S. and in Mexico,
and the deregulation of the power industry now taking place in the
U.S. and Mexico results in new opportunities for development and
management of generation assets. The Company believes that
opportunities to develop oil and gas reserves and electrical
generation will allow the Company to invest cash flow from current
operations, enable the Company to utilize prior net operating losses
(NOL's), and earn an expected 15% to 25% rate of return on activities
in which the Company invests.
BPC's objectives are to double the Company's oil and gas reserves and
more than double net generating capacity and net income to the Company
by the end of the year 2002. In order to meet these objectives, BPC
must:
- Invest cash flow from current operations into existing and
newly discovered projects
- Retain $3.0MM in initial working capital and approximately
$3.75MM in additional settlement dollars which are
scheduled to be received in 1998. Most of the settlements
are scheduled to be received before the reorganization is
likely to take place.
- Preserve and utilize the valuable NOL carry forward.
The Company projects that the benefits from this course of action
over the next approximately four years will include:
- Growing the Company's total cash flow from operations,
exclusive of borrowings and settlements, from the 1998 rate
of $8.30MM/yr to a rate of $18.84MM/yr (21.3% compounded
annual growth rate)
- Increasing Proved Producing oil and gas reserves from 25
Bcfe to 46 Bcfe (13% compounded annual growth rate)
- Increasing generating assets from 92.2 MWs gross (47.7 MWs
Net) to 152.2 MWs gross (107.7 MWs Net ) (22.6% compounded
annual growth rate)
- Retaining additional cash flow through use of a portion of
its NOL
The Company intends to accomplish the above stated goals by
investing cash flow generated from assets along with prudent
levels of borrowing into a portfolio of energy related investments
with an emphasis on building value. The success of this strategy
will be demonstrated by the growth of the Company's value as
reflected by an increase in cash flow and earnings.
The assumptions utilized in the creation of the following chart and
all of the other charts and tables contained in the Appendix to this
Business Plan are based on projections and assumptions by the
management of the Company and contain forward-looking statements.
There can be no assurance that any future projects will be
constructed, or that any contracts for additional projects will
be signed. The oil and gas section and the development portion of
the power generation section should be read in their entirety since
they contain additional information on the assumptions used to
generate the projections contained in the charts and tables.
Page 3
<PAGE>
Tables 1 (a, b, c & d) on pages 5 and 6, show cash sources and
uses which are currently projected to be generated by the
reorganized company either through operations or borrowing, and
available for investment. Supporting documentation containing
historical and projected sources and uses of cash can be found
in the Appendix to this document.
Table 1 (a) "Reorganized Oil & Gas Sources" shows the expected
cash sources from existing producing wells on acreage held by
BFC, including energy management margins, and cash flow from new
development on existing acreage plus new activity. Projected cash
uses which represent BFC's capital expenditures on development
drilling, land acquisition, exploratory drilling, debt repayments
and acquisition costs are shown in Table 1 (b) "Reorganized Oil &
Gas Uses".
Table 1 (c) "Reorganized Power Cash Sources" shows the expected
cash sources from the Company's interest in the following existing
power projects: NCA#1, Kyocera, and CONAV, a 4 MW cogeneration
facility in Mexico that is expected to come on-line before the
reorganization is expected to take place. This category also
includes fees to BPS for operation of the existing NCA#1 and NCA#2
and Kyocera projects. The "Future Power" category on Table 1 (c)
shows the projected income and fees from three future projects. It
is assumed that the projects will be financed using 50% Equity and
50% debt. The revenue from future power is net of debt, interest and
other project related expenses. The debt is expected to be carried
on a project-by-project basis and is not included on the following
table. Future power also includes projected income to BPS for
management and operation of additional Cogeneration facilities.
Table 1 (d) "Reorganized Power Cash Uses" shows the projected uses
of the revenues generated. These tables should be read in
conjunction with Tables 2 (b) and 2(c) contained in the Appendix
to this document.
Page 4
<PAGE>
Table 1(a) here
Reorganized Oil and Gas Cash Sources ($)
Table 1(b) here
Reorganized Oil and Gas Cash Uses ($)
Page 5
<PAGE>
Table 1(c) here
Reorganized Power Cash Sources ($)
Table 1(d) here
Reorganized Power Cash Uses ($)
Page 6
<PAGE>
3. Synergy
The Company's performance is expected to be enhanced by capitalizing
on the synergy created by being actively involved in the ownership,
development and operation of oil and gas reserves and power generation
assets. Having managers and assets in distinctly different, but
complimentary, businesses allows the Company to; 1) access
information that makes the Company more effective in operating the
core businesses; 2) enjoy a more stable cash flow than non-hedged
competitors; 3) identify and act upon opportunities that less
diversified competitors may not yet recognize; and 4) use Company
assets to seize arbitrage opportunities. This synergy manifests
itself in the following ways:
Participating in the oil and gas business provides the Company,
1) short and long-term producer price expectations; 2) fuel and
transportation expertise from the wellhead to the burner tip; and
3) assessment of supply and transportation reliability. All of
these skills are critical to the success of new power project
development and minimizing operating costs for existing power
operations.
The power generation business provides, 1) alternative marketing
outlets for oil and gas production which can be converted into, and
sold as, electricity; 2) potential markets for BFC's oil and gas
production and commodity marketing services; 3) current information
on power generation, customer demand and price expectations; and
4) potential swing demand or supply options during periods where
sharp price movements in electricity and gas make it economical to
reduce electrical generation and sell gas on the market or increase
generation to capture extra value from the conversion of gas into
electricity.
Owning the type of oil and gas resources that are consumed in the
power generation business creates a natural hedge. Since fuel is
the major component in the cost of producing electricity, a less
expensive gas supply leads to a greater profit margin from the
generation of electricity. During periods when natural gas prices
are low, a portion of the income lost in natural gas production is
replaced by increased profits in power generation. The NCA#1
facility has the opportunity to enjoy improved operating margins
during periods of low natural gas prices. The gas supply contracts
contain a provision for minimum and maximum purchases. The maximum
purchase under the contract provides for the full supply
requirements of the project. However, during periods when spot
gas prices are lower than the gas prices under the long-term
contracts, the contracts provide the flexibility of allowing the
project to purchase a portion of their gas supply (approximately
17%) on the open market at spot gas prices. This benefits the
facility by lowering the overall gas cost. This interdependence
between gas and electricity provides BPC potential upside and a
natural hedge against the reduced cash flow that is experienced by
the oil and gas business during periods of low gas prices.
Oil and gas assets usually provide high levels of initial cash flow
which decline due to the natural depletion of wells. Oil and gas
assets generally exhibit a higher level of pricing volatility. In
contrast, the power generation facilities owned by the Company are
long-lived assets that generate a relatively steady and predictable
cash flow over time. Grouping these assets together tends to stabilize
cash flow and income, which provides the Company a distinct
competitive advantage when compared to some other oil and gas
producers.
The synergy between the Company businesses is further amplified
through the ability of the managers of the Company to supply specific
current market information, and therefore provide insight and
assistance in managing the cash flow from the Company's key assets.
A prime example of this is achieved when the Company uses knowledge
and information gained in operating and maintaining a wide variety of
facilities to assist in the design of new projects. This operating
experience is valuable in specifying and building a project that will
be able to be operated and maintained efficiently, and also provides
unique insight into the negotiation of contracts with purchasers of
energy and vendors who supply the project. The resulting information
is translated into value for both the Company and the customer.
Page 7
<PAGE>
During 1997, month-to-month contracts allowed both Nevada Power
Company (NPC) and the NCA#1 project to benefit from spark spread
opportunities. Spark spread refers to arbitrage opportunities
between electricity and gas prices. Differentials between the
spot market price of gas and electricity create an opportunity for
additional profit for the Company. It is expected that this practice
will continue as additional opportunities present themselves in the
future.
Both the gas and electric industry are evolving from markets that
were highly regulated into markets that are less regulated. These
markets are expected to respond more quickly to change. The synergy
of the Company's vertically integrated asset pool should allow the
Company to take advantage of options that are not available, or as
apparent, to less diversified competitors. These opportunities to
buy or sell in response to changes in markets let the Company capture
incremental profits using established assets and contractual rights.
4. Key Success Factors
The Company believes that its complementary business assets and
active management represent a unique business platform that is
capable of significant growth utilizing cash flow from operating
assets combined with moderate levels of borrowing. Key success
factors to achieving these goals are:
- Employees
- Business Assets
- Unique Opportunities
The Company expects that the value of existing assets can be
maximized through management's knowledge and active participation
in all facets of the energy business. It is anticipated that
shareholder value can be enhanced through the use of the Company's
cash flow and capital structure to provide capital to invest in
available and developing opportunities. The Company expects to
continue identifying opportunities to add oil and gas reserves,
generation assets, customers and new products.
- Employees. The Company's employees are well trained
and experienced in all facets of the oil and gas and the power
generation industry. This experience, along with a
concentrated focus on its primary assets, provides the Company
with a competitive advantage in pursuing its main businesses.
Members of the Company's management team have an average of
20 years of experience in all aspects of their respective
industries. The Company has implemented oil and gas production
Page 8
<PAGE>
enhancement plans, developed and implemented drilling
programs, generated drilling prospects and completed workovers
and well recompletions in basins where the Company is active.
The Company has developed, built, fueled and operated a
variety of power generation projects. The employees'
detailed understanding of power generation facilities, labor,
operating sensitivities, permitting and other operating issues
enables the Company to operate current assets and oversee new
projects from development and design through construction to
operation. These abilities allow the Company to control its
assets.
The senior managers of the Company are:
Clark M. Mower has been President of Bonneville Pacific
Corporation (BPC) since January of 1992 and a member of
the Board of Directors since March of 1992. He also
serves as Chairman of the Board of Directors, or as the
sole director, for the wholly owned subsidiaries of the
Company, and serves on the Management Committee for
NCA#1. He has been employed by the Company since 1988.
Mr. Mower has 25 years of experience in energy-related
businesses.
Steven H. Stepanek has been President of Bonneville Fuels
Corporation (BFC) and on the Board of Directors of BFC
since January of 1994. From December of 1991 to December
of 1993, Mr. Stepanek served as General Manager for BFC.
Mr. Stepanek also serves on the Management Committee for
NCA#1. He has been employed by the Company since 1989.
Mr. Stepanek has 16 years of experience in the oil and
gas business.
Todd L. Witwer has been President of Bonneville Pacific
Services Company, Inc. (BPS) since July 1993 and on the
Board of Directors of BPS since December 1992. From
December of 1991 to December of 1992, Mr. Witwer served
as General Manager of Operations for Bonneville Pacific
Corporation. From January 1993 to July of 1993,
Mr. Witwer served as Vice President of BPS. He has been
employed by the Company since 1988. Mr. Witwer has 21
years of experience in energy-related businesses.
- Business Assets. Through aggressive but prudent use of
the Company's existing platform of assets over the next several
years, the Company expects to increase the asset base and
earnings to gain recognition in publicly traded markets.
The Company's principal business assets are:
Oil & Gas. The Company owns 100% of BFC, an oil
and gas exploration and production company with 25.5 Bcfe
of natural gas and oil reserves in the western United
States. BFC's activities are focused in the Piceance Basin
of western Colorado and eastern Utah, the San Juan Basin
of northwestern New Mexico, the Permian Basin in
southeastern New Mexico and west Texas, and the mid-
continent Basin in Kansas. BFC owns interest in
approximately 204,000 gross (135,000 net) acres in
these basins. The properties, which typically contain
multiple productive geologic formations and zones, are
located in fields with established production histories.
Page 9
<PAGE>
As of December 31, 1997, BFC's proved reserves, as
estimated by its independent petroleum engineers, Ryder
Scott Company, had a pre-tax SEC PV 10 value of
$19.6 million. As of December 31, 1997, BFC owned
interests in 349 gross (172 net) wells and operated 183
of those wells. The operated wells represent approximately
70% of BFC's SEC PV 10 value.
Power Generation. The Company has an interest in
two operating cogeneration facilities which include:
1) a 50% interest in the NCA#1 facility, an 85 MW power
generation facility located approximately 15 miles
northeast of Las Vegas, Nevada; and 2) a 100% interest in
the 3.2 MW inside-the-fence Kyocera cogeneration facility in
San Diego, California. BPC, through BPS, owns 51% in CONAV,
a Mexican corporation, which owns a 4 MW power generation
project under construction in Mexico which is expected to
begin commercial operation in the second quarter of 1998.
BPS profitably operates and manages facilities owned by
BPC and outside parties. BPC owns or controls a number of
opportunities to expand its power generation assets and
is active in developing additional sites. Due to its
ownership and experience in the United States and Mexico,
the Company intends to concentrate its efforts on these
two markets for the foreseeable future.
Other Assets. The Company's other significant asset is
an NOL, which may be partially carried forward to offset
future income tax obligations. Use of the NOL is subject
to complex tax rules and may be limited. Even though
there may be limitations on the future use of NOL's, the
opportunity to reduce future tax liabilities, and
therefore retain operating income to reinvest in the
Company's inventory of projects, is a valuable asset.
- Unique Opportunities. Other potential opportunities for
the Company include the following:
Oil & Gas
- Eight identified, economically viable, new well
locations on existing acreage
- Seven identified recompletion opportunities in
existing wellbores
- Up to six potentially viable wells waiting on
pipeline connection
- Five prospect locations on controlled acreage in
central and southwestern Kansas
Power Generation
Through NCA #1, the Company may be able to participate in
the :
- Sale of 10 MW of unused capacity at NCA#1
- Expansion of up to 25 MW of additional power
production utilizing existing infrastructure at NCA#1
- Increased utilization of "spark spread" concepts to
increase cash flow
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The Company may also participate in:
- Expansion of Kyocera from 3.2 MW up to 6.0 MW
- Development of additional projects in Mexico
5. Future Value of the Company
The common stock of the Company is expected to continue to be
publicly traded after emergence from bankruptcy. It is also
expected that the value of the Company, as perceived by the
investment community and reflected in the stock price, will be
based on Company fundamentals such as revenue, cash flow, earnings,
book value, reserve value, the status and trends of the energy
industry, and other investor sentiments. Shareholder value can be
maximized by use of the Company's asset base by investing in
business opportunities suited to, and utilizing, the synergy
inherent in the Company's businesses and management expertise.
As stated earlier in this document, the Company's objectives
include the goal of doubling the oil and gas reserve base and the
net power generating capacity by the end of the year 2002. It is
expected that growth of this magnitude will be reflected in the
stock price in a positive manner. The Company believes that the
value of the existing assets is enhanced by keeping the business
groups together and utilizing the synergy and cash flow generated by
the Company's asset base to grow and thus increase value for
shareholders.
6. Management and Organization of BPC
An organizational chart is located on the following page.
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Bonneville Pacific Corporation and Subsidiaries
Organizational Chart here.
Page 12
<PAGE>
OIL AND GAS
1. Company Description. Bonneville Fuels Corporation (BFC)
is a Colorado corporation with its principal offices located in
Denver, Colorado. It is a wholly owned subsidiary of Bonneville
Pacific Corporation. BFC concentrates its activities in areas in
which it has accumulated detailed geologic knowledge and developed
technical expertise. BFC has developed and continues to build on its
interests in the Piceance and Uintah Basins in northwestern Colorado
and eastern Utah, the San Juan Basin in southeast New Mexico and the
Permian Basin in New Mexico and western Texas. In an effort to
increase its oil reserves and production and reduce its reliance on
natural gas in the Rockies and southwest, BFC has begun to acquire
interests in and is engaged in several exploration projects in
central and southwestern Kansas. During 1997, BFC's total
production was 3.4 Bcfe, which consisted of 89% natural gas and
11% crude oil. At December 31, 1997, BFC's estimated proved reserves
were 25 Bcfe with an implied reserve life of 7.3 years based on 1997
production. BFC's 1997 year-end reserve report SEC PV10 value is
$19.6 million.
BFC, through its wholly owned subsidiary, markets the majority of
its own oil and gas production from the wells that it operates.
In addition, BFC engages in natural gas trading activities, which
involve purchasing gas from third parties and selling gas to other
parties at prices and volumes that management anticipates will result
in profits to BFC. Through these trading activities, BFC obtains
knowledge and information that enables it to more effectively market
its own production and assist BPC in the management of its core
generation assets.
2. Mission
Bonneville Fuels Corporation's mission is to generate growth in
reserves, production, earnings and cash flow through exploration,
development and selective acquisition of oil and gas properties.
BFC's objective is to double its reserve base within approximately
a five-year time frame in support of BPC's overall corporate goals
and to assist BPC in its efforts to grow and hedge its power
generation assets. The management of BFC believes that it has
adequate cash flow to develop its inventory of drilling locations,
development projects, and to complete selective acquisitions while
earning an overall rate of return of between 15-25% on its capital
expenditures. In addition, BFC believes it can assist the Company
by efficiently investing $5 million of cash generated by the NCA#1
power project into oil and gas projects over the next two years.
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3. Industry Analysis
Commodity Price Outlook - Gas Markets. Natural gas supply
and demand in the U.S. are tightly balanced. Demand is
driven by both weather and industrial output and regional
differences in price are exhibited most strongly as weather
patterns change. The outlook for demand growth remains
favorable; however, the current delivery system is running at
or very near capacity in certain parts of the country, but
remains adequate in most areas of the southwestern U.S.
Recent pipeline expansion has impacted the market as new
capacity from west to east has reduced price differentials.
New capacity and supply from Canada will tend to reduce Gulf
Coast prices in the future. These market shifts are expected
to reduce the price that BFC receives for gas in the Permian
Basin, increase the price in the Rocky and San Juan Basins and
reduce the volatility of the basis differentials to Henry Hub.
Low storage levels at the outset of the 1997 summer cooling
season kept the market tight into the peak 1997 electrical
generation, storage injection and heating seasons. The natural
gas industry appears to be on a treadmill trying to offset
production declines. Much of the recent drilling activity has
been concentrated in areas characterized by high initial flow
rates then rapid declines (i.e. Gulf of Mexico). Following
the extreme volatility of the 1996/1997 heating season and the
above average volatility of 1997/1998 winter heating season,
producers and consumers now expect sharp event-driven price
swings related to weather.
Commodity Price Outlook - Oil Markets. While global oil
demand remains strong, U.S. oil prices are driven by
international pricing forces. The International Energy Agency
(IEA) forecast worldwide demand growth of 2.6% in 1997. Iraq's
resumption of exports combined with over production by OPEC
members have contributed to price softness at the end of 1997
and early 1998. Recent announcements of production cutbacks by
OPEC members and non-members have caused a slight firming in
prices. Most industry analysts expect crude oil to remain
in the $13.00/bbl to $19.00/bbl range. NYMEX WTI prices have
moved within that range during early 1998.
Distribution Channels. The oil and gas industry supply and
distribution channels are mature. Recent changes relate to
supply and distribution of natural gas in the U.S. Interstate
natural gas pipelines were deregulated by the federal government
and were forced to unbundle and separately price any services
offered while offering those services on a nondiscriminatory
basis to any party. These rule changes allow gas producers
to sell production directly to end-users. Gas producers can
also sell production to marketers. The change in regulation
spurred the formation of natural gas marketing companies. These
marketing companies, acting as middlemen between end users and
producers, are now experiencing a consolidation as margins in
transactions decline and efficiencies of scale are required
to remain competitive. Oil production is generally sold to a
marketing entity that aggregates and transports oil production
from the wells in an area.
Financial and Risk Considerations. The oil and gas business is
a commodity business where the sales price of oil and gas is
governed by global and regional supply and demand constraints.
(See additional risk factor discussion in Section 8.) Since
producers have little control of sale prices, fluctuations in
price cause cash flow and income to be highly volatile. This
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volatility rewards producers with low finding and operating
costs relative to their competitors in the industry. Producers
with high levels of debt are hurt during periods of low price
because free cash flow can be significantly reduced. Producers
use a combination of free cash flow, debt and equity to grow
and expand reserves. During periods of low prices, producers
are less able to spend the capital dollars necessary to replace
and increase production. Since many wells experience a 10% to
30% decline per year, the production community is forced to
reinvest in new wells or suffer reduced production volumes in
the future.
Exploratory drilling programs expose companies to higher levels
of financial risk than development drilling programs.
Companies must manage their interest in any one well or
drilling program to insure that one dry hole or a string of dry
holes does not degrade the financial health of the company.
Companies address this risk by sizing their exploratory drilling
programs so that poor success or success late in the program
does not expose the company to financial difficulty. This
"sizing" is determined by factors which include: the cost to
acquire acreage, drilling costs, working interest percentages
taken in any given well or program and the overall size of the
expected reserves being sought.
Technology. Declining costs and ready availability of new
technology has allowed new techniques to be rapidly adopted
by the industry. The use of 3D seismic to provide greater
definition of reservoirs before drilling, improved fracturing
technology and computer modeling techniques to minimize reservoir
damage have all led to lower finding costs. Use of horizontal
drilling technology has also proven to be a viable and economic
alternative in some situations where it can increase production
rates and reduce the number of wells required to drain a
reservoir. Finally, effective and timely use of information
technology has allowed technical staffs to manage a greater
number of properties.
4. Strategy
Production Growth Strategy. BFC's business strategy over the
next two years is to use cash flow from its existing assets
plus $5 million of additional cash dividended by the NCA#1
power project along with prudent levels of borrowing to
generate growth in reserves and production through exploration,
development, and selective acquisition of oil and gas
properties in those geographical areas in which BFC is active
and possesses expertise. This strategy is implemented as
follows:
Efficient and economical management of existing assets.
One of BFC's primary goals is to maximize the value of
its existing assets. BFC has approximately 204,000 gross
(135,000 net) acres of land in inventory, 10 to 20
locations to be drilled depending on gas prices, several
wells waiting on pipeline connection, numerous
recompletions under review, and various daily operational
projects, all of which are under review and evaluation.
As an example, BFC connected 9 wells in 1997 moving shut
in reserves to cash flow producing assets. As another
example, some of BFC's acreage in the Permian Basin is
now prospective due to very successful results relating to
new wells and recompletion efforts on adjacent acreage.
Operating agreements have been signed and drilling started
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early in 1998. These opportunities occur regularly, and
BFC makes every effort to capitalize on them as they occur.
Conservative Debt Structure. BFC's target capital
expenditure levels are dictated by cash flow generated
from operations supplemented with prudent levels of debt
secured by oil and gas properties. BFC attempts to balance
its desire to grow quickly with a conservative view toward
adding large amounts of debt relative to underlying reserve
value. In making those calculations, BFC looks at
projected cash flow using a "low price" case to insure that
debt levels can be serviced if prices fall sharply. This
approach protects BFC from having to sell assets at low
points in the pricing cycle to satisfy lender requirements.
Exploration and development - A balanced approach.
BFC's reserve growth philosophy is that BFC must be
effective in finding low cost reserves, and that BFC must
be economically efficient in producing such reserves. BFC
adds to its reserve base in several ways:
- Drilling - exploration and development
- Selective acquisition of oil and gas properties
- Implementation of both new and old technology in
the development of additional oil and gas reserves
as appropriate.
BFC's goal for reserve growth is to achieve a more
balanced portfolio of oil and gas reserves. Currently
BFC's reserves are approximately 85% gas and 15% oil based on
projected revenues. BFC's goal is to increase oil reserves
disproportionately to gas reserves in order to achieve a
more balanced mix. BFC also believes in a balanced approach
with respect to methods and resources used to build
reserves. BFC's 1998 capital budget directs resources
into the following areas:
- Exploitation and Development Activities
- New Exploration Activity
- Acquisitions
Exploitation and Development Activities
BFC's exploitation and development activities for
the next year include 12-14 wells to be drilled, as
well as several recompletions. Additionally, where
BFC does not have specific exploitation plans, BFC
will pursue partnerships with other companies that may
have more active plans or different views. See
Section 6 "Operations" for a further discussion of
these activities.
New Exploration Activity
BFC's exploration activity is currently focused in
southwest Kansas. BFC has selected this area based on
several factors: 1) the area has a long history of
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oil and gas production, and has some of the oldest
discoveries in the country; 2) there are hundreds of
wells in the area which allow detailed geologic
interpretation; 3) activity levels are higher
enabling BFC to find partners, and 4) BFC's
professionals have many years of experience with major
and independent companies working this area.
BFC has six seismic and geologic prospects and is
actively pursuing leases and seismic data on
additional prospects that it expects to have ready
to drill within the next 12 months. In addition to
these internally generated prospects, BFC is reviewing
prospects generated by others to complement and expand
BFC's activity.
Acquisitions
Acquisitions have also been an excellent method of
finding additional reserves for BFC. BFC's past
reflects success with this approach. BFC's
acquisition strategy is to buy properties with
additional potential. Specifically, BFC reviews
packages from willing sellers and actively looks for
potential acquisitions as BFC uses its expertise to
complete regional evaluations and reviews these same
areas in order to purchase existing production that
may complement BFC's activity in the area. BFC most
actively pursues oil potential in its acquisition
effort.
BFC completed two acquisitions in 1997, and booked a
third acquisition that was substantially completed in
1996. The acquisitions had total Ryder Scott reserves
at the end of 1997 of 916,000 mcf and 99,000 bbls at a
total cost of $2.2MM. BFC believes that it has
additional unrecognized potential in both gas and oil
production within properties it acquired. More detail
on the development of reserves included in the
acquisitions is included in the Central and
Southwestern Kansas discussion in Section 6.
Fuel Management Strategy. BFC's subsidiary involved in energy
management is Bonneville Fuels Management Corp. (BFMgt).
BFMgt's first functional responsibility is to market company
owned production and maximize wellhead pricing. BFMgt's goal
is to generate profits on outside activities that exceed the
cost of providing these services to BFC. The strategy utilized
by BFMgt is to create opportunities to make profits by offering
services to customers and structuring fees based on savings. In
addition, by having multiple customers in areas in which BFC has
production, and in which BFMgt has specific knowledge, this
effort seeks to create opportunities for increasing production
value or lowering costs or providing future markets for BPC's
existing power generation facilities. BFC captures higher
prices for its production and lower costs by eliminating the
bid/offer spread that marketers must charge to enter into
transactions. It also eliminates the bid/offer spread in
financial transactions when prices are fixed for some period.
The combination of these two spreads can be 2%-3% of energy
cost. Elimination of these spreads creates margins for BFMgt.
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BFMgt also looks for contractual opportunities that may provide
some added benefit. The focus is to find customers whose
consumption profiles can be added together to allow for high
load factor purchases which reduce costs and allow BFMgt to
capture some of the value created by combining loads. BFMgt
also investigates alternative pricing approaches for BFC's own
production.
BFMgt's strategy is to actively pursue markets where it has a
competitive advantage. The competitive advantage generally
means having gas supplies or electric supplies in an area. By
controlling existing transportation on a customer's supply
pipeline or electric transmission rights, BFMgt can establish an
advantage . BFMgt attempts to maintain a financial barrier to
protect itself from end-user payment default risk and gas
supplier purchase obligations by acting as an agent.
BFMgt's primary sales approach is to initiate direct contact and
propose a low cost initial fee. Then, if BGMgt is able to
ascertain possible savings strategies, it proposes contractual
arrangements that will provide fees and incentives in the range
of $10,000 to $50,000 per year, based on how successful the
strategies are. The objective of BFMgt is to find opportunities
to profitably invest in projects with a customer in order to
tie the customer into long-term fee based arrangements.
Management believes that the increasing changes brought about by
the coming deregulation of electric power sales will provide
additional cost saving and incentive fee opportunities.
5. The Competition
Competition In Oil and Gas Production. BFC encounters
competition from numerous other oil and gas companies in all
areas of its operations, including the acquisition of producing
properties. BFC's competitors include major integrated oil and
gas companies, numerous independent oil and gas companies,
individuals and drilling and investment programs. Many of its
competitors are large, well established companies with
substantially larger operating staffs and greater capital
resources than BFC and which, in many instances, have been
engaged in the energy business for a much longer time than
BFC. Such companies may be able to pay more for productive oil
and gas properties and exploratory prospects and to define,
evaluate, bid for and purchase a greater number of properties
and prospects than BFC's financial or human resources permit.
BFC's ability to acquire additional properties and to discover
reserves in the future will be dependent upon its ability to
evaluate and select suitable properties and to consummate
transactions in a highly competitive environment.
Competition in Energy Marketing. Competition for the industrial
end use customer comes from four different types of entities;
marketers, utilities, consultants, and other oil and gas
companies. Marketers are middlemen in transactions between
gas producers and end users. Marketers provide bids for
physical gas volumes generally at very low marginal mark-ups.
Utilities have different strategies depending on their
internal philosophies concerning providing transportation
services and/or their desire to provide gas supply.
Consultants are the closest form of competition to the service
that BFMgt provides to end users, in that they simply advise
the customers on courses of action to take. Other oil and gas
companies, as well as electricity sellers, also provide similar
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types of services.
BFMgt distinguishes itself from the competition with its
experience and its ability and desire to work on an incentive
fee basis. Also, BFMgt's integration with the power side of the
Company provides a knowledge base and credibility that many
competing companies do not have. Customers perceive value in
having an energy manager with a physical supply of gas, oil or
electricity as their agent, even if those actual supplies are
not delivered to meet the customers needs.
The size of the market that BFMgt seeks to serve is limited.
There are approximately 625 large energy users in the service
areas of which BFMgt has knowledge and in which BFC has physical
production. BFMgt has been successful in adding new customers
and is targeting to add 20 new sites within the next 3 years,
or 3% of the available market.
6. Operations. As of December 31, 1997, BFC owned interests in
349 wells of which BFC operates 183, or 53% of these wells. The
operated wells contributed approximately 76% of BFC's production.
BFC properties are located in three core areas; Piceance, San Juan,
and Permian Basins as well as its exploratory focus area in central
and southwest Kansas.
Table 4 is a map identifying BFC's areas of operation. Table 5 contains
an Oil and Gas Asset Schedule for all of BFC's assets as of 12/31/97.
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BFC Operation Area Map here.
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Table 5 here
Oil and Gas Asset Schedule
<TABLE>
<CAPTION>
Production # of Wells Acreage Position Production Production Product Reserves TOTAL BFC
Area Including Mcfe (000) Cash Flow Prices Mcfe (000) CASH FLOW(4)
Royalties (000) (000)
<S> <C> <C> <C> <C> <C> <C> <C>
Rocky Mountain 205 gross Developed: Gas Oil
Piceance and 131 net 104,100 gross `94-1,223 `94-$614 `94 $1.23 $17.05 `94-15,683
Uintah Basins 135 operated 76,126 net BFC
Including high `95-1,106 `95-$(68) `95 $ .73 $18.10 `95-12,897
CO2 wells Undeveloped:
55,186 gross `96-841(1) `96-$193 `96 $1.16 $21.64 `96-17,567
32,647 net BFC
`97-1,387 `97-$962 `97 $1.60 $20.21 `97-15,223
Permian Basin 103 gross Developed:
In W Texas & 17,629 gross `94-1,210 `94-$1,582 `94 $1.59 $16.02 `94-4,888
SE New Mexico 18 net 7,640 net BFC
Including all `95-971 `95-$1,164 `95 $1.29 $17.35 `95-5,144
Non-operated 8 operated Undeveloped:
Properties 21,800 gross `96-1,455 `96-$2,767 `96 $1.98 $20.85 `96-6,270
14,980 net BFC
`97-1,255 `97-$2,426 `97 $2.32 $19.25 `97-5,845
San Juan Basin 41 gross Developed:
in New Mexico 3,280 gross `94-764 `94-$514 `94 $1.48 $15.38 `94-4,803
23 net 2,640 net BFC
`95-863 `95-$257(2) `95 $1.03 $16.27 `95-3,009
40 operated Undeveloped:
1,920 gross `96-798 `96-$592 `96 $1.52 $20.46 `96-4,030
1,280 net BFC
`97-766 `97-$1,039 `97 $2.20 $18.30 `97-3,858
Total Company 349 gross Developed: Gas Oil
125,009 gross `94 2,955 40,183 `95-$1,353 `94 $1.42 $16.36 `94-25,373 `94-3,091
172 net 86,406 net BFC
`95 2,730 37,362 `94-$2,710 `95 $1.02 $17.43 `95-21,050 `95-3,016
183 operated Undeveloped:
78,906 gross `96 2,725 58,037 `96-$3,552(2) `96 $1.64 $21.10 `96-27,867(3) `96-4,436
48,907 net BFC
`97 3,135 62,335 `97-$4,427 `97 $1.98 $19.47 `97-24,926 `97-3,204
</TABLE>
1. Production shut in due to low prices
2. Includes tax credit sale revenue
3. Reserves with high end of year prices
4. Cash flow from operations prior to (1) net purchases of oil
and gas properties and (2) net cash flows related to financing
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Piceance Basin. The Piceance Basin has been a core production
area since BFC's inception. The need to provide the gas
necessary for gas contracts for cogeneration projects, and other
gas contracts drove BFC's acquisition and drilling plans for
the Piceance Basin. The productive formations on BFC's current
acreage are the Morrison, Dakota, Mancos, Castle Gate, Mesa
Verde and Wasatch. All of these formations produce primarily
gas; however, in some areas the Castle Gate sands have
significant oil reserves.
Recent efforts to significantly reduce gathering costs in this
area have been successful. Reduced gathering costs have lead to
higher cash flow and greater reserve values. In order to
leverage the activities of other industry partners and their
capital resources, BFC has actively farmed out acreage in the
Piceance Basin to industry partners who have drilled 22 wells
on BFC's acreage. BFC has either participated in these wells or
has farmed out its interest in order to reduce financial
exposure in any one well.
BFC is well positioned to take advantage of any price movement
that would restore spot prices to average 1993 levels of
$1.86/MMBtu. BFC has identified 27 drilling locations for
further analysis and possible future drilling. Nine wells
that were waiting on pipeline were connected in 1997.
BFC drilled the 100% owned Tiaga Mountain 16-34 well in 1997
that was completed as an oil producer at 90 bbls of oil per
day. The well has stabilized at 80 bbls of oil per day after
eight months of production. BFC plans to drill two offsets to
this well in the next 12 months, as well as several minor
workovers and recompletions. BFC is seeking partners to drill
several Dakota tests in the area. These tests would farm out
75% of BFC's interests while retaining a 25% ownership position
in the locations.
San Juan Basin. Production in the San Juan Basin of northwest
New Mexico and southwestern Colorado is primarily natural gas.
It is most recently known for the huge coal gas reserves found
in the basin and the Section 29 Tax Credits associated with the
coal gas production. The primary productive formations on BFC's
acreage are the Dakota, Gallup, Pictured Cliffs, and Fruitland
(Coal and Sands).
In 1995, BFC was able to monetize Section 29 Tax Credits by
selling its interest in wells that qualified for the tax credits
to a third party. The transaction is structured so that 99% of
the cash flow from the wells and 60% of the tax credit value
is delivered back to BFC, increasing BFC's prices by
approximately 63?/MCF for production from those wells which are
qualified. This transaction resulted in an estimated $160,000
increase in cash flow for 1997. The tax credits last through
2002 and BFC will benefit from this transaction throughout this
period.
During 1997, two recompletions, one re-entry, and one
workover were completed in this area. One recompletion and one
re-entry indicate that the Gallup formation is productive.
BFC's plans for the next 12 months call for drilling two Gallup-
Dakota development wells, several Gallup recompletions, and
further review of the Fruitland Sand potential. Two
recompletions in the Fruitland Sand have yielded additional
production and reserves.
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Permian Basin. BFC's activities in the Permian Basin are both
operated and non-operated in nature. Two fields, the South
Humble City Field and Catclaw Draw Field, make-up over 50% of
this area's value to BFC. The South Humble City Field and some
surrounding wells are the only areas where BFC has substantial
oil reserves. Reserves in the Catclaw Draw Field and the
remaining areas are primarily gas.
The South Humble City Field, located north of Hobbs, New Mexico,
produces from the Upper Strawn formation at depths of 11,500 ft.
BFC operates this field. In 1995 a 3-D seismic program was
completed which defined the primary reservoir with remarkable
accuracy. Two development wells have been drilled successfully
in the main field based on the seismic data. These two wells
had initial production of 400 barrels of oil per day gross and
100 barrels of oil per day net. BFC is currently determining if
enhanced oil production utilizing pressure maintenance of this
reservoir is technically and economically feasible. BFC is
pursuing partner consensus to drill one additional prospective
location outside the main body of the field in the next 12
months. During 1997, BFC increased its holding in this field
by 50% through a purchase of a third party's working interest.
The Catclaw Draw Field is located northwest of Carlsbad,
New Mexico. This field produces from the Morrow formation at
a depth of 10,500 ft. Hallwood Energy Company operates the
field and has significantly increased the reserves with
numerous recompletions in various sand lenses of the Morrow
formation. Hallwood has proposed one additional recompletion
in this field for 1998.
BFC is actively pursuing with Chesapeake, as operator, several
seismic leads on the Benchmark prospect, south of Lovington,
New Mexico. BFC entered into an arrangement to trade a portion
of the working interest in the prospect for rights to review
Chesapeake's 3D seismic data. That data has been reviewed and
BFC is pursuing several locations on the prospect. Two wells
have been included in BFC's 1998 budget. Based on current land
positions, BFC will have a 30% interest in these locations.
BFC elected to drill two development wells adjoining the Lake
Shore Federal #1 well. This well is currently producing 3,500
mcfd and 70 barrels of condensate per day from the Strawn
formation. The first of the two wells has been drilled by Yates
Petroleum through the Strawn to the Morrow formation at 11,000
feet. It is currently waiting on pipeline. BFC owns a 37.5%
working interest in the Yates well. The second well was drilled
by BFC in early 1998 and is being completed. BFC owns an 87.5%
working interest in this well.
Central and Southwestern Kansas. In 1997 BFC acquired a 25%
interest in the Beauchamp field. This acquisition was made for
the specific purpose of waterflooding the Keys sands in the
field. Preparations are being made to unitize the field in late
1998 and start water injection in early 1999. Additional work
in the field consisted of drilling one dry hole and recompleting
one well for 400 mcfd. At least one additional gas recompletion
will be attempted in the first half of 1998. BFC's exploratory
effort is concentrated in central and southwestern Kansas. In
1997 BFC drilled 4 wells and participated in 4 others with
partners. One well was successful and tested 2500 mcfd. This
well has been connected to the gathering system.
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7. Management and Organization
Management and Key Employees. Following are brief descriptions
of the business experience of BFC's executive officers and key
employees.
Steven H. Stepanek has been President of BFC and on its
Board since January of 1994. Mr. Stepanek joined BFC in
September of 1989 as Vice President of Marketing and served
as General Manager from December 1991 through December 1993.
Mr. Stepanek has 16 years of experience in engineering, and
industrial sales in the natural gas industry. Prior to joining
BFC, Mr. Stepanek worked for Mountain Fuel Supply from 1981 to
1987 and Minnegasco from 1988 to 1989 where he served as
Director of Industrial Sales and as an Industrial Sales
Representative respectively. Mr. Stepanek's responsibilities
have included designing and implementing comprehensive fuel
supply plans for cogeneration plants, including the NCA #1 plant
for which he currently serves on the Management Committee.
Mr. Stepanek was also responsible for minimizing the fuel supply
risk to BPC owned power plants including transportation, fuel
supply, back-up fuel needs for a number of plants through the
United States and helping to ensure that BPC remained hedged on
an overall basis through acquisition of supply or through supply
and transport contracts. Mr. Stepanek earned a BS degree in
Industrial Engineering from the University of Iowa, an MBA degree
from the University of Utah and is a Registered Professional
Engineer in the State of Utah.
James O. Cable has been Vice President of Operations of BFC
and on its Board since January of 1995. He joined BFC in
November of 1990 as Engineering Manager. Mr. Cable has 20 years
of professional experience in petroleum and pipeline engineering
including 12 years of relevant professional experience before
joining BFC. Mr. Cable is responsible for all technical and
operations matters. Prior to joining BFC, Mr. Cable was a
project engineer for Public Service Company of Colorado, where
he designed and installed both gas gathering and gas transmission
lines. At World Wide Energy, Mr. Cable was responsible for the
engineering on Central States Gathering System with over 270
wells, compression and NGL plants. While at Quinoco, Mr. Cable
held the positions of Reserves Manager and General Manager for
Concise Oil & Gas Partnership. As General Manager, Mr. Cable
managed 1,300 properties having an asset value of approximately
$20 million. Mr. Cable served with Avalon Energy Corporation as
U.S. Operations Manager. Mr. Cable earned a BS degree in Civil
Engineering from the University of Colorado.
Kurby K. Bender has been Controller of BFC since September
of 1990. Mr. Bender's background includes over 25 years of
experience, including 4 years in public accounting, and over 15
years in the oil and gas exploration, production and marketing
business. Prior to joining BFC, Mr. Bender worked as Controller
for a number of oil and gas companies including General Royalty
Inc. and Martin Oil Company. Specific accomplishments include
the design and implementation of accounting systems in both the
oil and gas industry and in the municipal field, and
controllership responsibilities for an operating company that
operated over 300 wells in the United States. Mr. Bender holds a
BA degree with a major in accounting from the University of Iowa
and is a Certified Public Accountant licensed in the state of
Colorado.
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Robert Kozarek has been Senior Geologist with BFC since
January of 1996. Mr. Kozarek has worked for BFC as a Contract
Geologist since May of 1992. Mr. Kozarek has 19 years of
experience in all phases of petroleum geology. Mr. Kozarek's
geographic areas of expertise are in the Mid-Continent Region
of the United States, particularly southeastern Colorado,
southwestern Kansas, and the Texas and Oklahoma panhandles,
where he has drilled numerous successful wells. Mr. Kozarek
also has considerable experience in BFC's other areas of
activity, including southwestern and northwestern New Mexico,
western Colorado and eastern Utah. Mr. Kozarek is currently
generating new prospects and reviewing outside generated
prospects in BFC's core areas of interest. Mr. Kozarek has
worked for Phillips Petroleum, Total, Union Pacific Resources,
Avalon Energy and as an Independent Petroleum Geologist.
Mr. Kozarek holds a BS Degree from the University of Wisconsin
and an MS degree from the University of Oregon, both in geology.
Robert Schwering has been Operations Manager with BFC since
June of 1996. Mr. Schwering joined BFC in August of 1994 as
Senior Engineer. Mr. Schwering has 20 years of industry
experience including 10 years at ARCO Oil and Gas. Mr.
Schwering is responsible for BFC operated drilling and
production activity. Mr. Schwering also provides assistance
with reservoir engineering analysis. Mr. Schwering has a BS
degree in Petroleum Engineering from the New Mexico Institute of
Mining and Technology (Cum Laude) and has done extensive
graduate work in Geological Engineering at the Colorado School
of Mines. Mr. Schwering is a Registered Professional Engineer in
the State of Colorado.
Roger J. Swenson has been Vice President of Energy
Marketing for BFC's energy management subsidiary (BFMgt) since
January of 1996. Mr. Swenson joined BFMgt in January of 1991 as
Manager of Marketing. Mr. Swenson has worked in the natural gas
industry for 12 years. Prior to joining BFMgt, Mr. Swenson was a
Senior Industrial Marketing Engineer for Mountain Fuel Supply
Company and has worked for Murray City Power. Mr. Swenson's
duties have included arranging transportation contracts and
negotiating non-traditional service agreements for end-use
customers. Mr. Swenson has also been involved in rate and
regulatory matters associated with utility service. Mr. Swenson
is responsible for marketing services provided to end-use
customers that include gas acquisition and transportation
management and electrical sales services. Mr. Swenson is
responsible for the risk management program that BFC utilizes
to hedge price fluctuation. Mr. Swenson has a BSc degree in
Physics and a MSc degree in Industrial Engineering from the
University of Utah.
8. Risk Factors.
Forward-Looking Statements
Readers are cautioned that all forward-looking statements involve
risks and uncertainties including, without limitation, the factors
set forth under the caption "Risk Factors" in this Business Plan and
the Disclosure Statement. Although current management believes that
the assumptions underlying the forward-looking statements contained
in this Business Plan, the Disclosure Statement or the Plan are
reasonable, any of the assumptions could be inaccurate, and therefore
there can be no assurance that such forward-looking statements will
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prove to be accurate. In light of the significant uncertainties
inherent in such forward-looking statements, the inclusion of such
information should not be regarded as a representation by the Debtor,
the Estate, the Trustee, the Trustee's Professionals, the Reorganized
Debtor, current management or any other person that the objectives
and goals of the Reorganized Debtor as described in this Business
Plan will be achieved.
Reserve Replacement Risk
In general, production from oil and natural gas properties declines
as reserves are depleted. The rate of decline depends on reservoir
characteristics. Except to the extent that BFC conducts successful
exploration and development activities or acquires properties
containing proved reserves, or both, the proved reserves of BFC will
decline as reserves are produced. BFC's future oil and natural gas
production is highly dependent upon its ability to economically find,
develop or acquire reserves in commercial quantities. The business
of exploring for or developing reserves is capital intensive. To
the extent cash flow from operations is reduced and external sources
of capital become limited or unavailable, BFC's ability to make the
necessary capital investment to maintain or expand its asset base of
oil and natural gas reserves would be impaired. BFC participates in
a number of its wells as non-operator. The failure of an operator of
BFC's wells to adequately perform operations, or an operator's breach
of the applicable agreements, could adversely impact BFC. In
addition, there can be no assurance that BFC's future exploration and
development activities will result in additional proved reserves or
that BFC will be able to drill productive wells at acceptable costs.
Furthermore, although BFC's revenues could increase if prevailing
prices for oil and natural gas increase significantly, BFC's
finding and development costs also could increase.
Dependence on Exploratory Drilling Activities
BFC's revenues, operating results and future rate of growth are
partially dependent upon the success of its exploratory drilling
program. Exploratory drilling involves numerous risks, including the
risk that no commercially productive oil or natural gas reservoirs
will be encountered. The cost of drilling, completing and operating
wells is often uncertain, and drilling operations may be curtailed,
delayed or canceled as a result of a variety of factors, including
unexpected drilling conditions, pressure or irregularities in
formations, equipment failures or accidents, adverse weather
conditions, compliance with governmental requirements and shortages
or delays in the availability of drilling rigs and the delivery of
equipment. Despite the use of 2-D and 3-D seismic data and other
advanced technologies, exploratory drilling remains a speculative
activity. Even when fully utilized and properly interpreted, 2-D
and 3-D seismic data and other advanced technologies only assist
geoscientists in identifying subsurface structures and do not enable
the interpreter to know whether hydrocarbons are in fact present in
those structures. In addition, the use of 2-D and 3-D seismic data
and other advanced technologies requires greater predrilling
expenditures than traditional drilling strategies, and BPC could
incur losses as a result of such expenditures. BFC's future drilling
activities may not be successful. There can be no assurance that
BFC's overall drilling success rate or its drilling success rate
for activity within a particular region will not decline.
Unsuccessful drilling activities could have a material adverse effect
on BFC's business, results of operations and financial condition.
BFC may not have any option or lease rights in potential drilling
locations it identifies. Although BFC has identified numerous
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potential drilling locations, there can be no assurance that they
will ever be leased or drilled or that oil or natural gas will be
produced from these or any other potential drilling locations. In
addition, drilling locations initially may be identified through a
number of methods, some of which do not include interpretation of
3-D or other seismic data. Actual drilling results are likely to
vary from such expected results and such variance may be material.
Uncertainty of Estimates of Oil and Natural Gas Reserves
The Business Plan contains estimates of BFC's proved oil and natural
gas reserves and the estimated future net revenues therefrom based
upon BFC's own estimates or on Reserve Reports that rely upon
various assumptions, including assumptions as to oil and natural gas
prices, drilling and operating expenses, capital expenditures, taxes
and availability of funds. The process of estimating oil and natural
gas reserves is complex, requiring significant decisions and
assumptions in the evaluation of available geological, geophysical,
engineering and economic data for each reservoir. As a result, such
estimates are inherently imprecise. Actual future production, oil
and natural gas prices, revenues, taxes, development expenditures,
operating expenses and quantities of recoverable oil and natural gas
reserves may vary substantially from those estimated by BFC or
contained in the Reserve Reports. Any significant variance in these
assumptions could materially affect the estimated quantity and value
of reserves set forth in the Business Plan. BFC's properties also
may be susceptible to hydrocarbon drainage from production by other
operators on adjacent properties. In addition, BFC's proved reserves
may be subject to downward or upward revision based upon production
history, results of future exploration and development, prevailing
oil and natural gas prices, mechanical difficulties, government
regulation and other factors, many of which are beyond BFC's
control. Actual production, revenues, taxes, development
expenditures and operating expenses with respect to BFC's reserves
likely will vary from the estimates used, and such variances may be
material.
The present value of future net revenues referred to in the Business
Plan should not be construed as the current market value of the
estimated oil and natural gas reserves attributable to BFC's
properties. The estimated discounted future net cash flows from
proved reserves generally are based on prices and costs as of the
date of the estimate, whereas actual future prices and costs may be
materially higher or lower. Actual future net cash flows also will
be affected by increases in consumption by oil and natural gas
purchasers and changes in governmental regulations or taxation. The
timing of actual future net cash flows from proved reserves, and thus
their actual present value, will be affected by the timing of both
the production and the incurrence of expenses in connection with
development and production of oil and natural gas properties.
Marketability of Production and Price Volatility Risks
The marketability of BFC's production depends in part upon the
availability, proximity and capacity of natural gas gathering
systems, pipelines and processing facilities. BFC delivers over 90%
of the natural gas it produces through gas gathering systems and
gas pipelines that it does not own. Federal and state regulation
of oil and natural gas production and transportation, tax and energy
policies, changes in supply and demand and general economic
conditions all could adversely affect BFC's ability to produce and
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market its oil and natural gas. Any dramatic change in market
factors could have a material adverse effect on BFC's business,
financial condition and results of operations.
Natural gas and oil are both commodities that have a high degree of
price volatility. BFC's production is geographically removed from
major pricing points and so the gas produced has basis and overall
price risk. While BFC actively hedges a portion of its production,
that portion of BFC's cash flow which is unhedged is subject to
rapidly changing market prices. Dramatic price decreases could have
a material adverse impact on BFC's financial condition and results
of operations.
Operating Hazards and Uninsured Risks
The oil and natural gas business involves certain operating hazards
such as well blowouts, craterings, explosions, uncontrollable flows
of oil, natural gas or well fluids, fires, formations with abnormal
pressures, pipeline ruptures or spills, pollution, releases of toxic
gas and other environmental hazards and risks, any of which could
result in substantial losses to BFC. The availability of a ready
market for BFC's oil and natural gas production also depends on the
proximity of reserves to, and the capacity of, oil and natural gas
gathering systems, pipelines and trucking or terminal facilities. In
addition, BFC may be liable for environmental damage caused by
previous owners of property purchased and leased by BFC. As a
result, substantial liabilities to third parties or governmental
entities may be incurred, the payment of which could reduce or
eliminate the funds available for exploration, development or
acquisitions or result in the loss of BFC's properties. In
accordance with customary industry practices, BFC maintains insurance
against some, but not all, of such risks and losses. The occurrence
of an event that is not covered, or not fully covered, by insurance
could have a material adverse effect on BFC's business, financial
condition and results of operations. In addition, pollution and
environmental risks generally are not fully insurable. BFC
participates in a number of its wells on a non-operated basis, which
may limit BFC's ability to control the risks associated with oil and
natural gas operations.
Competition
BFC operates in the highly competitive area of oil and natural gas
exploration, exploitation, acquisition and production. In seeking to
acquire desirable producing properties or new leases for future
exploration and in marketing its oil and natural gas production, as
well as in seeking to acquire the equipment and expertise necessary
to operate and develop those properties, BFC will face intense
competition from a large number of independent, technology-driven
companies as well as both major and other independent oil and natural
gas companies. Many of these competitors have financial and other
resources substantially in excess of those available to BFC. Such
companies may be able to pay more for exploratory prospects and
productive oil and natural gas properties and may be able to
define, evaluate, bid for and purchase a greater number of
properties and prospects than BFC's financial or human resources
permit.
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Technological Changes
The oil and gas industry is characterized by rapid and significant
technological advancements and introductions of new products and
services utilizing new technologies. As others use or develop new
technologies, BFC may be placed at a competitive disadvantage, and
competitive pressures may force BFC to implement such new
technologies at substantial costs. In addition, BFC's competitors
may have greater financial, technical and personnel resources that
allow them to enjoy technological advantages and may in the future
allow them to implement new technologies before BFC. There can be no
assurance that BFC will be able to respond to such competitive
pressures and implement such technologies on a timely basis or at
an acceptable cost. One or more of the technologies currently
utilized by BFC or implemented in the future may become obsolete.
In such cases, BFC's business, financial condition and results of
operations could be materially adversely affected. If BFC is unable
to utilize the most advanced commercially available technology, its
business, financial condition and results of operations could be
materially and adversely affected.
Governmental Regulation and Environmental Matters
Oil and natural gas operations are subject to various federal, state
and local government laws and regulations which may be changed from
time to time in response to economic or political conditions.
Matters subject to regulation include discharge permits for drilling
operations, drilling bonds, reports concerning operations, spacing of
wells, unitization and pooling of properties, environmental
protection and taxation. From time to time, regulatory agencies
have imposed price controls and limitations on production by
restricting the rate of flow of oil and natural gas wells below
actual production capacity in order to conserve supplies of oil and
natural gas. BFC will also be subject to changing and extensive tax
laws, the effects of which cannot be predicted. The development,
production, handling, storage, transportation and disposal of oil
and natural gas, by-products thereof and other substances and
materials produced or used in connection with oil and natural gas
operations are subject to laws and regulations primarily relating to
protection of human health and the environment. The discharge of
oil, natural gas or pollutants into the air, soil or water may give
rise to significant liabilities on the part of BFC to the government
and third parties and may result in the assessment of civil or
criminal penalties or require BFC to incur substantial costs of
remediation. Legal requirements frequently are changed and subject
to interpretation, and BFC is unable to predict the ultimate cost of
compliance with these requirements or their effect on its operations.
No assurance can be given that existing laws or regulations, as
currently interpreted or reinterpreted in the future, or future laws
or regulations will not materially adversely affect BFC's business,
results of operations and financial condition.
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POWER GENERATION
1. Electric Power Generation
Electric Power Project Ownership
The Company's power generation related assets include the Company's
ownership interest in two operating cogeneration facilities and one
project under construction. These include:
BPC, through BNC, a wholly owned subsidiary, owns:
- a 50% interest in the 85MW NCA#1 facility located
approximately 15 miles northeast of Las Vegas, Nevada,
which provides power under a long-term power purchase
agreement with Nevada Power Company (NPC)
BPC owns:
- a 100% interest in the Kyocera Cogeneration facility
(Kyocera), a 3.2 MW inside-the-fence cogeneration facility
in San Diego, California
BPC, through BPS, owns:
- a 51% interest in CONAV, a Mexican corporation, which owns
a 4.0 MW inside-the-fence cogeneration project under
construction in Navojoa, Sonora, Mexico.
Operations and Maintenance Services
BPS is an operations and maintenance provider which operates the
NCA#1 and NCA#2 cogeneration facilities in Nevada, and manages the
operation of the Kyocera cogeneration facility in San Diego,
California. BPS has experience with a wide variety of power
generation technologies and equipment. BPS focuses on optimizing
revenue to the facility owner without compromising the safety of the
personnel, the public, the environment or the equipment.
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2. Power Generation Goals
The Company intends to more than double net generating capacity and
net income from power generation to the corporation by the end of the
year 2002, and to manage the Company's assets to maximize value and
cash flow with an emphasis on building shareholder value.
BPC intends to invest cash flow from the Company's assets and
additional capital into a portfolio of power generation projects.
BPC expects to increase generating assets from 92.2MWs gross
(47.7 MWs Net) at the end of 1998 to 152.2 MWs gross (107.7 MWs net)
in 2002. The success of this strategy will be demonstrated by the
growth of the Company's cash flow and earnings over time. BPS's goal
is to provide operations or oversight for the facilities owned by the
Company as well as growth of the operations company through the
addition of O & M contracts from outside parties. BPS intends to add
one new O & M contract from a non-affiliated party by the end of 1999
and one contract per year thereafter.
3. Industry History and Analysis
History
Facilities for the generation of electric power in the United States
have historically been constructed, financed, owned and operated by
utilities, and utilities still own and control most of the U.S.
installed generating capacity, although with the advent of
deregulation into the electrical industry, many utilities are
currently divesting some of their generating assets. In response to
the energy crisis of the mid-1970's, Congress enacted the Public
Utilities Regulatory Policy Act (PURPA) to promote the development of
alternative energy and cogeneration technologies, thereby reducing
the United States' dependence on foreign oil and gas.
Under PURPA, public utilities purchase electricity from "qualifying
facilities" (QFs) at a price determined with reference to the
utilities' "avoided cost." Avoided cost is the incremental cost a
utility would have to pay for electric energy which, but for the
purchase from the QF, such utility would generate or purchase from
another source. The Federal Energy Regulatory Commission (FERC)
administers PURPA, but the actual setting of rates based on avoided
cost is the responsibility of state public utility commissions.
These rates vary from jurisdiction to jurisdiction.
The alternative energy industry grew rapidly in the 1980's and
early 1990's. Electric utilities became active participants in
the industry through wholly owned subsidiary companies in the project
development business and joint ventures with other developers,
equipment manufacturers or other non-utility parties. FERC has
proposed changes to the definition of "avoided cost" which, under
some circumstances, could reduce the rates paid to QFs.
Additionally, certain state public utility commissions have
instituted competitive bidding procedures for new power supplies.
As a result of these factors, margins on power sales for new
projects have narrowed, reducing growth in the industry, and
resulting in consolidation among developers.
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Analysis
During the last three years, significant changes have occurred
in the independent power industry in the United States and
worldwide. U.S. independent power development reached a low in terms
of contracts signed and projects entering construction in 1995 when
only 1.8 gigawatt hours (Gwh) of independent power capacity came on-
line in the U.S. A number of factors, including a surplus of power,
pending deregulation and the lack of availability of long-term power
purchase agreements, made independent power development less
attractive and less active in the United States. Because of the
downturn, the backlog of projects under development has decreased
dramatically from 1994. This slow down is expected to continue
through, at least, the year 2000.
The independent power industry is an industry in transition. The
industry has seen the merger and/or consolidation of many of the
participants in the energy business in the recent past. Some former
participants have gone out of business and many large corporations
involved in other areas of the energy business (i.e. major gas
producers) have become involved and/or have merged with other
participants. Some companies have announced plans to build large
merchant plants, capable of producing 300-500 MWs of power at
strategic locations throughout the United States and major world
population centers. It is expected that the power from these
merchant plants will be sold into existing markets on a competitive
price basis.
The anticipated changes in the market, including open access, have
created an expectation of lower prices for electricity in states
where open access is being discussed. As of yet, this expectation
has not been realized by the consumer. In many of the markets where
open access is being reviewed, utility commissions are discussing
adding a stranded investment cost recovery element to the total cost
of electricity in the form of a surcharge which will be added to
transmission of electricity from the supplier to the ultimate end
user. This surcharge or tariff is expected to last three to five
years and will diminish the ultimate benefit of lower prices received
by the purchaser of low cost power. This may create an opportunity
in areas where open access has not yet been implemented for the
construction of inside-the-fence projects at industries that have a
high thermal energy use along with high electrical usage. These
small inside-the-fence projects are an ideal market upon which the
Company intends to focus. The downturn of activity in the United
States has created an interest in foreign countries from many U.S.
developers. Much attention has been focused on Latin America. In
its Latin America Energy Outlook 1996 , DRI/McGraw-Hill has projected
a doubling of Latin America's total energy demand from 1995 to 2020
which would translate into an increase in the region's total
generating capacity from 190 gigawatts (GW) to 365 GW over the 25
year period. Brazil, Mexico and Argentina are expected to account
for 75% of the region's average annual increase in electric demand
making these countries the most attractive targets for private
sector investment.
4. The Target Market
The Company intends to focus initial development activities within
Mexico and the United States because of opportunities within these
countries that fit within the Company's expertise. The Company,
through its BPS subsidiary, is involved as majority owner of a
project under development in Mexico. This project has led to the
identification of a number of other opportunities that the Company
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intends to pursue in the near future. BPS employs a development
director for Mexico and plans to hire at least one additional
professional and one engineer to support these activities.
Between 1985 and 1995, electric power generation in Mexico increased
at an average annual rate of 5.3 %. Between 1995 and 2004, demand
for electricity is expected to average 4.7% growth each year. Total
sales of electric power are expected to increase from 114,813 Gwh in
1995 to 176,480 Gwh by 2004, a 54% increase. The strongest demand
for electricity is expected to be in the industrial sector,
increasing at an average annual rate of 5.6% from 1995 to 2003 -
from 62,429 Gwh in 1995 to 103,945 Gwh in 2004. In all, 9,031 MW of
capacity additions will be required for the Comision Federal de
Electricidad (CFE), the national electrical utility which provides
electric service for most of the country, to keep pace with expected
demand and to replace or refurbish aging equipment. This represents
28.6% of the current total installed capacity in the country of
31,524 MW. Also, use of industrial cogeneration should increase.
Comision Nacional para el Ahorro de Energia (CONAE) has identified
1,700 industrial sites with a realistic cogeneration potential of
3,500 to 6,500 MW. These potential projects are primarily in the
chemical, textiles, and glass industries. Currently, most
installed cogeneration systems are less than 25 MW.
The Mexican regulatory process is much less restrictive than the
regulatory process in the United States. This is particularly true
for areas away from the major industrialized cities, such as Mexico
City. Permits for cogeneration facilities under 25 MWs are approved
by the local and state governmental agencies and do not require an
extensive review by CFE. These permits can generally be obtained in
less than a year. Because of these factors and the large number of
opportunities for development of small cogeneration projects in
Mexico, the Company intends to focus development efforts on projects
under 25 MWs.
The Company believes that opportunities exist to participate in
development activities within the United States on a limited basis.
BPC expects to have the capital resources to carry out a small
project from a greenfield development stage through completion of
contracting, project finance and on to successful operation. BPC
expects to mitigate risk in any one project by partnering with other
companies in this effort.
5. Strategy
The Company's business strategy is to maximize the value of existing
assets and cash flow, while looking for new development
opportunities within Mexico and the United States. The initial
development effort will focus on inside-the-fence cogeneration
projects of less than 25 MW. The Company intends to do this
through the following:
- Maximize Value of Existing Facilities. The Company actively
participates in the management of the NCA#1 facility. BNC,
through the members of the management committee, strives to
reduce expenses through careful budget review and
implementation of cost control programs. The management
committee provides review and control of operation and
maintenance costs along with approval of major maintenance
and capital improvement expenditures. The management
committee provides review and directional input on such
issues as Power Purchase Contract management, fuel supply
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management and project finance and debt service issues.
The management committee is also involved in monitoring
monthly operating information and budgetary performance
reports to identify opportunities to increase operating
income. By actively participating in the management of the
project, the Company is able to ensure that performance of
the facility is enhanced and that contract provisions are met.
- Project Development. Development efforts will primarily
focus on projects in both Mexico and the United States.
The Company believes that opportunities exist in Mexico and
the United States in areas with high energy costs for the
development of inside-the-fence projects where both thermal
energy and electrical energy will be sold to the energy
user. BPS is currently developing a cogeneration project
in Navojoa, Mexico and has its development manager exploring
additional development opportunities in Mexico.
The Company's initial expenditures directed toward project
development are expected to be $400,000 in the second half
of 1998 and increasing thereafter until they are projected
to reach $1,200,000 in the year 2002. Development efforts
in 1998 are being conducted through BPS and are included
in their budget. Equity requirements for projects under
development are in addition to these amounts and will
continue throughout the development cycle. As projects
are identified and initial development completed,
additional capital from cash flows will be dedicated for
project construction.
The project currently being developed by the Company in
Navojoa, Mexico is under construction and expected to come
on-line in the second quarter of 1998. The Company also
intends to develop one additional project in the 1998/2000
time frame with at least one additional 10 to 25 MW project
each year in 2001 and 2002. For budgeting purposes,
revenue projections are based on the Company owning and
retaining an interest of between 51% to 100% in each of
these projects.
Over the next three to five years, the primary focus
for the Company will be to develop the projects identified in
Mexico, to continue to identify other areas where the best
development opportunities exist, and begin the process of
securing the necessary contracts and permits. The Company
intends to retain an interest in projects that meet the
Company's goal of an expected internal rate of return of
above 15% for projects in the United States and 25% to 30%
for projects in Mexico, with appropriate upward adjustments
for projects with unusual circumstances or in the early
stages of development. BPC believes that by maintaining an
interest in the projects it develops, it can increase its
project base as well as provide for recurring income from
ongoing projects.
6. Development
Representatives of the Company are involved in negotiations on
several projects in Mexico. Several presentations have been made
and further discussions are being held. AT THIS POINT IN TIME,
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NO FORMAL AGREEMENTS HAVE BEEN SIGNED AND THERE CAN BE NO GUARANTY
OR ASSURANCE THAT ANY AGREEMENTS WILL BE SIGNED.
This section should be read in conjunction with Table 1(c) "
Reorganized Power Cash Sources", and Table 1(d) "Reorganized Power
Cash Uses" found on page 6 of this document. Table 1(c) shows the
expected cash from existing power projects and includes fees to BPS
for operation of the existing NCA#1, NCA#2 and Kyocera projects,
along with the projected income and fees from future projects.
These tables are to be read in conjunction with Tables 2(c) and
2(d) contained in the Appendix of this document. The new business
category included in the tables is based upon the possible
development of the following three projects:
Project No. 1 is a 25MW cogeneration facility located in northern
Sonora, Mexico. The Company is in negotiations with the owners and
developers of a new and advanced industrial park coupled with a
bonded customs facility that is currently under construction. The
park already has agreements with tenants and is scheduled to grow.
Given the advantages of the modern facilities in place, it is a
desirable location. The company is working directly with the owners
of the park. The project involves producing electric power for the
tenants of the industrial park. The possibility exists for wheeling
power to other customers in the area. A presentation for the
combined-cycle cogeneration facility was made in March 1998 to the
owners and was well received. Arrangements are being made to
conduct site surveys and negotiate working agreements between the
parties. The assumptions used in the financial section included in
the Appendix to this document are for a 25MW cogeneration facility
developed in 1998 with construction of the facility taking place in
1999 and on-line operation beginning the first quarter of 2000. The
project will feature a gas turbine and a steam turbine generator.
The project will be financed with 50 percent debt and 50 percent
equity. Power will be provided to the customer at a discount from
the rate charged by CFE, the national electric utility.
Project No. 2 is a 10MW back-pressure turbine similar to the current
CONAV facility located at the CECSO Project. Development of the
project could take place during 1999 with construction scheduled for
the year 2000. The project could come on-line in the first quarter
of 2001.
Project No. 3 is a 25MW combined-cycle cogeneration facility similar
to Project No. 1. The same financial assumptions apply and the same
model was used for this project. The Company has had discussions
with a number of host facilities with demands of this size.
THERE CAN BE NO GUARANTEE THAT ANY OF THESE PROJECTS WILL BE
CONSTRUCTED OR THAT THE BOARD OF DIRECTORS WILL APPROVE THE COMPANY'S
PURSUIT OF THE THREE DESCRIBED PROJECTS. Management of the Company
believes that there are currently opportunities for these and similar
projects in Mexico and will continue, during the remainder of 1998,
to explore the potential for developing such projects. Several other
project sites have been identified and negotiations with various
parties are advancing.
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7. The Competition.
The independent power industry is highly competitive. The
competition ranges from major developers with the largest being
Edison Mission Energy, with 5,446 MWs in equity ownership in early
1997, down to small developers with less than 5 MWs of ownership.
The top 25 independent power companies by net project ownership,
include many international companies. Many of the competitors are
large or established companies with larger staffs and greater capital
resources than the Company.
U.S. and Canadian developers still dominate the industry with
approximately 51.3% of the total finance equity followed by Asian
companies with 24.1% and European companies with 22.7% and others
with 1.9%. The top 25 independent power companies range in ownership
from 5,446 MWs to 1,045 MWs under control.
There are currently 35 independent power developers active in Mexico
with other independent power developers active in other Latin
American and Caribbean countries.
The current trend is for companies interested in developing larger
projects in the U.S. and Latin America to form consortiums and either
to submit bids in response to RFPs submitted by the countries or
to build merchant plants for utilization in the United States.
BPC plans to distinguish itself from its competition by concentrating
on projects under 25 MWs which do not require the same intensive
bidding and approval process as do the larger projects. Because of
the demand for power currently existing in Mexico, CFE has been
cooperative with the construction of small inside-the-fence projects
that supplement CFE's power production capabilities in particular
areas and also help alleviate their need for added capacity.
The major barriers to entry into the independent power industry are
the high capital costs involved in construction of power production
facilities, the long lead-time and the costs associated with
development activities, and the need for local knowledge in the areas
where development opportunities are being pursued.
If the Company experiences success in the development of small-scale
projects in Mexico, then other individuals or companies will likely
enter the market. Currently, equipment manufactures provide the
primary competition in Mexico for small-scale facilities and their
primary goal is to build and transfer ownership of the facility,
which doesn't offer the customer the same long term commitment as
the Company's philosophy of build, own and operate or build, lease
and operate.
BPC's initial focus has been on producing electricity utilizing
reconditioned, used equipment. The price of new equipment has
become very competitive over the past few years and may make it
feasible to incorporate new equipment into new project development.
Where feasible, new equipment will be utilized. In applications
where the use of new equipment is not feasible, reconditioned
equipment may be used. Reconditioning generation equipment is a
thriving business in the United States. The generation fleet in the
United States is on average 20 years old, which lends itself to
being replaced with newer, more state-of-the-art equipment, thus
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further increasing the availability of used equipment. Reconditioned
equipment is less expensive and is as dependable as new equipment for
the type of application the Company is pursuing in Mexico. Older,
smaller equipment is generally less efficient than newer, larger
equipment and therefore has a higher cost per installed kwh than
larger equipment. The lower initial capital costs of used equipment
offsets the higher operating costs inherent with smaller cogeneration
facilities which may make used equipment more attractive, and
therefore more profitable in small-scale applications.
On projects that have facility performance guarantee requirements the
decision has to be made whether to utilize refurbished equipment or
new equipment. With new equipment the performance guarantees can be
passed on, and assured by, the equipment supplier. This is not always
possible with refurbished equipment. If the election is made to
utilize refurbished equipment the Company assumes a worst case
performance scenario in the economic model to offset the potential
risks that can not be passed on to the equipment supplier. On the
CONAV project, as an example, costs associated with delayed start-up
were built into the model at the beginning. This reduced the
potential of creating large negative impacts to the economic model
from start up delays.
8. Power Generation Assets
The power generation and operating assets of the Company are shown on
Table 3, "Power Generation Asset Schedule" and include the following:
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Table 3 here.
Power Generation Asset Schedule
and
O&M Schedule
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Bonneville Nevada Corporation
Bonneville Nevada Corporation (BNC) was incorporated as a wholly
owned subsidiary of BPC in Nevada in December of 1988. BNC was
formed to hold an interest in power generation assets related to
the 85 megawatt Garnet Valley facility (NCA #1) of which BNC owns
50%. The other 50% interest is owned by Texaco Clark County
Cogeneration Company (TCCCC), a wholly owned subsidiary of
Texaco, Inc.
NCA#1, also known as the Garnet Valley Facility, is a combined cycle,
gas fired cogeneration facility located near Las Vegas, Nevada
consisting of three General Electric LM 2500 aeroderivative gas
turbine generator sets with heat recovery steam generators (HRSG), a
30 megawatt General Electric condensing steam turbine generator set,
and an absorption chiller. The project is a Qualifying Facility
under the Public Utility Regulatory Policies Act. The facility
supplies thermal energy, in the form of exhaust gas from the gas
turbines and chilled water, under a 30 year Heat Purchase Agreement
with Georgia Pacific's (GP) wallboard manufacturing facility located
on adjacent property. The net electrical output is delivered to
Nevada Power Company (NPC) under a 30 year Power Purchase Agreement
(PPA). The agreement provides for sale of 85 MW in a base load
operation mode. NCA#1 is also paid for the thermal energy provided
to GP.
The NCA #1 cogeneration facility is part of the "baseload" resource
mix for NPC. The NCA #1 operating strategy is to operate at 85 MW
(the contract capacity) in all available hours that provide payment
for energy and capacity. The plant was built with an excess margin
of capacity due to the requirement to be able to deliver 85 MW
under the worst conditions (120oF ambient in Las Vegas), and has the
capacity to deliver an additional 5 to 10 MW during more favorable
(cooler) conditions.
During late 1994 and 1995, NPC curtailed purchases of electrical
power from NCA#1. In July of 1995, NCA#1 together with NCA#2 filed
a Demand for Arbitration and Statement of Claims with the Las Vegas
office of the American Arbitration Association (AAA) seeking
redress for the NPC curtailments during 1994-1995. Arbitration
hearings were held and an Interim Arbitration Award was issued. The
award established a guideline for trigger points to be utilized in
determining the level of future curtailments. Subsequently, the
parties entered into a Settlement and Release Agreement wherein
NCA#1 was awarded $829,920 for improper curtailments during the
designated period. Electric generation revenues have increased due
to this Settlement and Release Agreement because the new
curtailment trigger points established in the settlement resulted
in lower levels of curtailment than were experienced in 1995. In
1996, NCA #1 experienced significantly lower levels of curtailment
from NPC. There were no curtailments of NCA#1 in 1997.
NCA#1 has recently completed renegotiation of the Power Purchase
Agreement with NPC. The renegotiations resulted in an amendment
to the Power Purchase Agreement that reduces the overall cost of
power to NPC and eliminates uncompensated curtailment from the
contract. The amendment provides that, under mutual agreement,
NPC and NCA#1 can elect to displace a portion of NCA#1's
production for a price that is acceptable to both parties. The
parties would agree upon a dollar rate, production amount and
length of time for displacement, based on the economics at the
time. These displacement agreements are expected to occur in such
times when the electrical power market is experiencing low demand
and the fuel gas spot market prices are higher than the NCA#1
contract prices. NCA#1 will also sell any unneeded fuel gas at
the high prices that exist at the time in the spot gas market.
The settlement agreement includes a provision for the sale of
excess energy to NPC under mutual agreement at market rates.
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Under the current Power Purchase Agreement, NCA#1 is paid the
Qualifying Facility Short-term tariff rate for any electricity
transmitted to NPC over 85 MW. Currently, the tariff rate is
$17.80/MWH for summer on-peak deliveries and $13.80/MWH in all other
periods. At the current fuel gas prices, it is uneconomical to
produce excess energy. With the new provision that will allow for
the pricing of excess energy at market rates, it is projected that
NCA#1 may be able to economically produce excess energy at times in
the future. The amendment has been approved by the consortium of
banks providing financing for the facility, executed by the parties
and submitted to the Public Utility Commission of Nevada (PUCN),
which must approve the amendment before it will become effective.
A hearing on the amendment has been held. The amendment is now
scheduled to come before the Commission for consideration at their
next regularly scheduled commission meeting. Management believes
that the amendment, if approved, will increase the value of the
facility. The amendment will replace the curtailment trigger points
established in the earlier settlement. Management expects to
continue to focus efforts to decrease costs and increase revenue and
income from the NCA #1 project.
Active participation in the management of the NCA#1 facility has
created the following improvements in the operation of the facility:
- Maintenance costs have been lowered and therefore, net
revenues are higher than projected.
- Project debt has been restructured to allow for lower
interest rates and a partial release of controlled reserve
accounts to the partners.
- Successful negotiations with NPC have led to the initiation
of a Displacement Agreement that has allowed capture of the
"spark spread" arbitrage. This has resulted in increased
profits to both NPC and NCA#1.
- Successful negotiations with NPC have led to the
renegotiation of the Power Purchase Agreement. If approved
by the PUCN, the new agreement will eliminate the financial
risk of curtailment.
Kyocera.
The Kyocera Cogeneration Facility, located in San Diego, California,
has been in commercial operation since 1989. The Company owns 100%
of this debt-free project. The project is a 3.2 megawatt facility
consisting of four 800 kilowatt Caterpillar lean burn reciprocating
internal combustion engines, four exhaust heat recovery silencers,
two 400 ton absorption chillers, one 650 ton centrifugal chiller
and associated equipment, and a small photovoltaic system mounted on
the roof of the Kyocera facility. Kyocera is an inside-the-fence
cogeneration facility that sells all of its thermal energy in the
form of chilled water and a major portion of its electricity to
the host facility, Kyocera America, Inc., (KAI) for use in its
microchip packaging manufacturing process. The facility is paid for
electricity and chilled water as supplied to KAI pursuant to the
Energy Supply Agreement (ESA) which has an initial term of 10 years
and an option for a 10-year extension. The initial 10-year term of
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the ESA expires on March 31, 1999. Negotiations with KAI to extend
the contract and possibly expand the facility are currently
underway. The facility also has the ability, through a Standard
Offer 1agreement, to sell excess electricity to San Diego Gas &
Electric (SDG&E).
QF status currently provides the facility with a natural gas
transportation tariff price advantage from SDG&E on the intrastate
delivery portion of the natural gas fuel consumed by the project.
The Kyocera Cogeneration Facility is a load follow facility with
excess electricity being sold to SDG&E during periods when it is
economical to do so. Historically, the project generated electricity
to meet the full demand requirements of Kyocera America. However,
recent growth of the host facility has caused Kyocera's demand to
exceed the cogeneration facility supply capabilities and, the
facility now operates in a baseload mode with excess host electrical
demand being supplied by SDG&E.
Discussions, regarding possible expansion of the cogeneration
facility to meet Kyocera's additional demand, started in early 1997.
Kyocera projects that by the year 2000 production will increase by
100%, which, coupled with efficiency improvements, equates to at
least a 50% increase in electrical and thermal energy
requirements. The Company and Kyocera entered into a Business
Agreement in August of 1997 whereby both parties mutually agreed to
investigate possible expansion of the cogeneration facility. In
March of 1998, the Company presented an expansion proposal consisting
of six options based on Kyocera's criteria of 50% and 100% energy
demand increases. The options met the criteria with two designs
based on reciprocating engines and one design based on a gas turbine
duplicated at the 50% and 100% energy demand levels. Kyocera is
expected to complete technical review of the proposal by late
April 1998, after which Kyocera will make a business decision that
could culminate in a new, 15 to 20 year, Energy Service Agreement
created around expansion of the cogeneration facility.
CONAV
The Company, through its wholly owned subsidiary, Bonneville
Pacific Services, is the majority owner (51%) of Cogeneracion de
Navojoa, S.A. e C.V. (CONAV), a Mexican corporation which owns a
small, inside-the-fence, cogeneration project currently under
construction at a recycled paper and cardboard manufacturing
facility owned by Celulosa y Corrugados de Sonora, S.A. de C.V.
(CECSO), near Navojoa, Sonora, Mexico. The project is expected to
begin commercial operation in the second quarter of 1998. BPS, along
with American and Italian individuals unaffiliated with the Company,
are jointly developing the project. The project primarily features
re-conditioned equipment which will be owned and operated by CONAV
under a lease/purchase arrangement with CECSO. All of the power and
thermal energy produced by the project will be used in the adjacent
recycled paper and cardboard manufacturing company. The project
design features a 100,000 pound per hour heavy fuel fired package
boiler, originally manufactured in 1969 by Combustion Engineering,
and a 1971 4.5 megawatt Franco Tosi (Westinghouse licensee) back
pressure steam turbine that has never been placed in service. The
steam produced by the package boiler will be used by the turbine to
generate close to 100% of CECSO's electrical requirements. The
steam will then be used in the paper and cardboard production
process. Projected rates of return for the project are expected to
be in the mid to high 20's. Revenues are generated by the
lease/purchase agreement between CONAV and CECSO and comprise both
fixed rents (purchase price installments) and variable rents based
on a 21% discount when compared to the rate charged for power
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supplied by CFE, the national utility. The CONAV project is designed
to be a load follow facility based on the steam demand from CECSO
during normal operation.
BPS has entered into a loan agreement for the benefit of CONAV, and
only for the benefit of CONAV, under which BPS has agreed to loan up
to $1,000,000 to the other shareholders of CONAV. Pursuant to the
terms of the loan agreement, proceeds of the loan can only be used
for construction of the facility. The note bears an interest rate
of 9% per annum, and is to be repaid from project cash flow
distributions attributable to the other shareholders. The loan is
secured by the revenue stream from the project and through an
assignment of the affected shareholder's interest.
Electric generation revenues from the project are expected to
increase over time due to two factors: 1) the current rate for
electricity in Mexico is partially subsidized by the government so
that it reflects trends in the international price for power and is
predicted to increase at over 5% per year for the next three years,
and 2) CECSO paper and cardboard production is predicted to increase
by 37% over the next five years which will increase the demand for
steam. Incremental steam produced to meet increased process steam
demands will result in more steam being available for generation of
power and increased power sales to CECSO from CONAV.
CONAV has a three-member management committee. Clark Mower,
President of BPC and Todd Witwer, President of BPS represent the
interests of BPS. Robin Gaeta, the third member of the committee,
represents the interest of Mrs. Vera Gaeta. Ciro Andreozzi, a
representative of the Italian owners, serves as an alternate. The
management committee currently meets once per month for project
construction review and other corporate issues. This schedule will
continue after operation begins.
The lease/purchase agreement with CECSO shifts most of the operation
and maintenance cost and responsibilities to CECSO with CONAV being
responsible for operation and maintenance of only the steam turbine
generator and associated accessories and oversight of the entire
plant. CECSO has responsibility for boiler and water treatment
operation and maintenance and for providing fuel, which is the
largest variable operating cost.
Bonneville Pacific Services Company, Inc. - Operations
Bonneville Pacific Services Company, Inc. (BPS) provides operation
and maintenance related services. BPS's experience is very diverse
with previous involvement in hydroelectric, cogeneration, biomass,
wind, geothermal, steam turbine generator sets, gas turbine frame
and aeroderivative generator sets, reciprocating internal combustion
engine generator sets, hot water/steam single and multi-pressure
waste heat unfired and supplementally-fired boilers, fired aux-
boilers, aqua ammonia absorption refrigeration systems, chillers,
selective/non-selective catalytic reduction systems, distributive
control systems and water treatment systems.
BPS's heritage as an operator of projects owned by BPC has allowed
BPS the unique ability to instill in its staff an owner-operator
philosophy which is simply stated, "optimize net revenue to the
project owner, without jeopardizing the safety of the personnel.
the public, the environment or the equipment". BPS focuses on
maximizing returns to the project owners as a measure of its
success and BPS has maintained that focus with its third party
operation and maintenance agreements.
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BPS operates two 85 MW combined-cycle cogeneration facilities in
Nevada (NCA#1 and NCA#2) and manages the operation of a 3.2 MW
cogeneration facility at Kyocera America, Inc. in San Diego,
California. Prior to BPC filing for protection under Chapter 11 of
the U.S. Bankruptcy Code, BPS provided the operation, maintenance
and/or management of 30 of the facilities in which BPC was
involved. These projects ranged in size from small hydroelectric
facilities to the 85 MW NCA cogeneration facilities. In the
operation, maintenance and management of these facilities, BPS
employed over 60 full time personnel in four states.
BPS has a history of developing and maintaining specialized in-house
technical expertise, which provides significant cost savings to each
of the projects BPS operates. All BPS operational personnel are
cross-trained, allowing them to provide maintenance support during
emergencies and scheduled overhauls. Because of this cross-training,
overhauls at hydroelectric, frame and reciprocating engine
installations have been handled with in-house personnel, avoiding
the need to contract with third parties for these services. BPS
managed the reconditioning and executed the change-out of a 40 MW
steam turbine with in-house personnel, again avoiding the additional
cost of outside contract services. BPS has computerized programs
that are tailored to meet and exceed recommendations of equipment
suppliers, engineers and prudent industry practices. These programs
are considered to be "real time" tools that are continually refined
to suit conditions unique to each plant and its location.
BPS' personnel at advanced aeroderivative gas turbine facilities,
such as NCA, are provided with continuing on-site and classroom
training. This gives BPS the unique ability to operate, trouble shoot
and maintain the complex distributive control systems of the modern
cogeneration facilities. BPS has employees that have received
specialized training which allows BPS to perform both hot section and
compressor work without involving outside technicians.
The NCA facilities were built with water conservation as a priority,
which mandated that BPS also develop specialized in-house water
treatment skills not usually found in modern combined cycle
cogeneration facilities. The benefits of skilled personnel are
realized both in-house and in BPS' ability to provide trouble
shooting and consulting services to other facilities.
The NCA#1 and NCA#2 facilities provide BPS with a steady revenue
stream from 30-year term operation and maintenance agreements.
These agreements have provisions for renegotiation of the operating
fee after 10 years. BPS has a history of strong performance at these
facilities with average reliability factors for the last four years
of 98.5% and 99.6% respectively for the NCA#1 and NCA#2 facilities.
The long term operation and maintenance agreements are structured
with limited risk and liability to BPS. BPS is assured of recovery
of all onsite payroll-related costs. Profits in addition to onsite
costs are based on a subordinated $260,000 per project per year
operating fee with annual adjustments for Consumer Price Index
changes. Incentives under the contracts are based on exceeding a 90%
peak capacity factor. Such incentives allow BPS to earn an
additional bonus in excess of $345,000 per year at each facility.
The performance of the facilities indicates that fee subordination
should not be an issue and, on the average, above mid-range
incentives will be achievable. Incentives received for the last
three years have averaged $359,824 per year at each facility.
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Substantially all revenue for BPS is provided from the contracts with
the two NCA facilities. While these contracts provide for assured
recovery of all onsite payroll-related costs, fees received in excess
of out-of-pocket costs are subordinated to project debt service,
taxes and insurance. Loss of these contracts, or substantial changes
to the terms of the power sale agreement, or a change in ownership of
BPS, could have a substantial impact on BPS revenues.
BPS's business strategy is to provide growth with additional
contracts through its traditional field of power generation and to
utilize its experience base in other fields. BPS will implement this
strategy in the following ways.
BPS's long-term plan is to continue to work with BPC to provide the
synergy of working on a project through every phase, from development
through operation and maintenance. This provides BPC with the hedge
of low cost support via an operation and maintenance group that
maintains a broad economic focus which is driven by the projects
bottom line.
BPS believes that the current wave of de-regulation sweeping the
power generation industry, could create a market for inside-the-
fence cogeneration units. BPS, therefore, foresees advantages in
the alliance BPS has created with the operator of the Kyocera
facility, Generator Power Systems Inc. (GPS). GPS is the Waukesha
dealer for the San Diego area and DMT dealer for the state of
California. GPS's primary market is reciprocating engine power
production equipment sales and service, with a particular interest
in inside-he-fence micro cogeneration facilities. This relationship
was the basis for GPS and BPS's involvement in the CONAV project and
is a part of the Kyocera expansion study, along with other
development opportunities in the San Diego area that BPS is
investigating.
BPS has a formal alliance with Instalaciones TEP, S.A. De C.V.
(TEPSA) which has an office in Mexico City, Mexico. TEPSA provides
support to BPS' Director of Business Development for new project
development in Latin America. TEPSA's primary business is
construction and provides development support through locating
potential development opportunities in Mexico and conducting initial
site visits and surveys, which is the basis for several of the
current project under development in the Mexico City area.
The value of BPS will be significantly diminished if it is separated
from the parent company. The NCA#1 and NCA#2 Operation and
Maintenance Agreements both contain provisions for replacement of
the operator (BPS) if "there is a substantial change in the ownership
of the operator. This clause refers only to a change in the
ownership of the operator, and not to a change in ownership of the
parent company...".
BPS plans to actively pursue requests for proposal within the power
generation industry for operation and maintenance services. As BPS
gains continued financial strength and with the resolution of BPC's
bankruptcy, BPS expects to compete in the turnkey operation and
maintenance market. Turnkey operation and maintenance agreements
typically contain more risk, which requires financial strength.
However, these agreements bring with them the possibility for larger
profit margins.
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9. Risk Factors
Forward-Looking Statements
Readers are cautioned that all forward-looking statements involve
risks and uncertainties including, without limitation, the factors
set forth under the caption "Risk Factors" in this Business Plan
and the Disclosure Statement. Although current management believes
that the assumptions underlying the forward-looking statements
contained in this Business Plan, the Disclosure Statement or the
Plan are reasonable, any of the assumptions could be inaccurate,
and therefore there can be no assurance that such forward-looking
statements will prove to be accurate. In light of the significant
uncertainties inherent in such forward-looking statements, the
inclusion of such information should not be regarded as a
representation by the Debtor, the Estate, the Trustee, the Trustee's
Professionals, the Reorganized Debtor, current management or any
other person that the objectives and goals of the Reorganized Debtor
as described in this Business Plan will be achieved.
Power Project Development and Acquisition Risks
The development of power generation facilities is subject to
substantial risks. In connection with the development of a power
generation facility, BPC must generally obtain power and/or steam
sales agreements, environmental and governmental permits and
approvals, fuel supply and transportation agreements, sufficient
equity capital and debt financing, electrical transmission
agreements, site agreements and construction contracts, and there
can be no assurance that BPC will be successful in doing so. In
addition, project development is subject to certain environmental,
engineering and construction risks relating to cost-overruns,
delays and performance. Although BPC may attempt to minimize the
financial risks in the development of a project by securing a
favorable long-term power sales agreement, entering into power
marketing transactions, obtaining all required governmental permits
and approvals and arranging adequate financing prior to the
commencement of construction, the development of a power project may
require BPC to expend significant sums for project development,
preliminary engineering, permitting and legal and other expenses
before it can be determined whether a project is feasible,
economically attractive or financable. If BPC were unable to
complete the development of a facility, it would generally not be
able to recover its investment in such a facility.
The process for obtaining initial environmental, site and other
governmental permits and approvals is complicated and lengthy, often
taking more than two to three years, and is subject to significant
uncertainties. As a result of competition, it may be difficult to
obtain a power sales agreement for a proposed project, and the prices
offered in new power sales agreements for both electric capacity and
energy may be less than the prices in prior agreements.
BPC believes that although the domestic power industry is undergoing
consolidation and that significant acquisition opportunities are
available, BPC is likely to confront significant competition for
acquisition opportunities. In addition, there can be no assurance
that BPC will continue to identify attractive acquisition
opportunities at favorable prices or, to the extent that any
opportunities are identified, that BPC will be able to consummate
such acquisitions.
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Capital Requirements
Each power generation facility acquired or developed by BPC will
require substantial capital investment. BPC's ability to arrange
financing and the cost of such financing are dependent upon numerous
factors, including general economic and capital market conditions,
conditions in energy markets, regulatory developments, credit
availability from banks or other lenders, investor confidence in the
industry and BPC, the continued success of BPC's current facilities,
and provisions of tax and securities laws that are conducive to
raising capital. There can be no assurance that financing for new
facilities will be obtained by BPC or be available to BPC on
acceptable terms in the future. In addition, there can be no
assurance that all required governmental permits and approvals for
BPC's new or acquired facilities will be obtained, that BPC will be
able to obtain favorable power sales agreements and adequate
financing, or that BPC will be successful in the development of
power generation facilities in the future.
The limited availability of cash to meet equity requirements for
projects will limit the size and scope of projects and opportunities
the Company can reasonably consider.
BPC has, in the past, guaranteed certain obligations of its
subsidiaries and other affiliates. There can be no assurance that,
in respect of any financings of facilities in the future, lenders
or lessors will not require BPC to guarantee the indebtedness of
such future facilities, rendering BPC's general corporate funds
vulnerable in the event of a default by such facility or related
subsidiary.
Competition
The power generation industry is characterized by intense
competition, and BPC encounters competition from utilities,
industrial companies and other power producers. Many of these
companies have substantially greater resources and/or access to
the capital required to fund such activities than BPC. In recent
years, there has been increasing competition in an effort to obtain
new power sales agreements, and this competition has contributed to a
reduction in electricity prices. In this regard, many utilities
often engage in "competitive bid" solicitations to satisfy new
capacity demands. This competition adversely affects the ability of
BPC to obtain power sales agreements and the price paid for
electricity. There also is increasing competition between electric
utilities. This competition has put pressure on electric utilities
to lower their costs, including the cost of purchased electricity,
and increasing competition in the future will increase this pressure.
Government Regulation
BPC's activities are subject to complex and stringent energy,
environmental and other governmental laws and regulations. The
construction and operation of power generation facilities require
numerous permits, approvals and certificates from appropriate
federal, state and local governmental agencies, as well as compliance
with environmental protection legislation and other regulations.
While BPC believes that it has obtained the requisite approvals for
its existing operations and that its business is operated in
accordance with applicable laws, BPC remains subject to a varied and
complex body of laws and regulations that both public officials and
private individuals may seek to enforce. There can be no assurance
that existing laws and regulations will not be revised or that new
laws and regulations will not be adopted or become applicable to BPC
that may have an adverse effect on BPC's business or results of
operations, nor can there be any assurance that BPC will be able to
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obtain all necessary licenses, permits, approvals and certificates
for proposed projects or that completed facilities will comply with
all applicable permit conditions, statutes or regulations. In
addition, regulatory compliance for the construction of new
facilities is a costly and time consuming process, and intricate and
changing environmental and other regulatory requirements may
necessitate substantial expenditures to retrofit existing facilities
or to obtain permits for new facilities and may create a significant
risk of expensive delays or significant loss of value in a project
if the project is unable to function as planned due to changing
requirements or local opposition.
Restructuring of the Domestic Electric Utility Industry
In an obvious attempt toward the deregulation of the United States
electric utility industry, Congress has considered or is considering
legislation that could either repeal or materially amend the Public
Utility Regulatory Policies Act of 1978 ("PURPA") or the Public
Utility Holding Company Act of 1935 ("PUHCA"). Simultaneously, the
Federal Energy Regulatory Commission ("FERC") as well as many state
legislatures and public utility commissions, including California and
Nevada, are currently implementing or studying the potential
deregulation of the electric power industry. It is clear that the
regulation of the electric utility industry is in a state of flux.
It is unclear what measures will be ultimately adopted and their
affect upon BPC. However, the following trends should be noted.
First, BPC's historical business operations were highly dependent
upon provisions of PURPA which sanctioned and encouraged the sale of
electrical power by independent power producers to regulated
utilities. Any material modifications or the repeal of PURPA could
materially alter BPC's competitive advantage and future business
strategies.
Second, proposed modifications to PUHCA could permit independent
power producers and vertically integrated utilities to acquire
retail utilities, and their associated transmission systems,
without geographic limitations which have been a cornerstone of the
PUHCA legislation. In theory, this could allow power producers to
transmit and sell their power (i.e., free access to wheeling) to
retail markets throughout the country thereby dramatically increasing
competition. If, and to what extent deregulation occurs, BPC may be
required to compete with larger, vertically integrated power
producers on an increasing basis.
Third, in light of lower energy costs anticipated to accompany
deregulation, retail utility companies are seeking ways to lower
their energy costs by attempting to curtail, terminate or abandon
high price facilities and long term supply contracts. Such actions
may be with the tacit encouragement of applicable public service
commissions which seek to pass on reduced power costs to their
ratepayers. Simultaneously, publicly held utilities are seeking to
maintain market share and profit margins for their stockholders.
An example of this trend was the attempt of Nevada Power Company
("NPC") in 1995 and 1996 to curtail production from qualified
facilities in NPC's service area including the NCA#1 and NCA#2
projects based upon NPC's long term power purchase agreements with
these qualified facilities. While management does not believe NPC's
efforts were successful, current management has recognized that such
market pressures will only increase in the future and is attempting
to take appropriate steps to minimize their impact upon existing long
term contracts.
Page 47
<PAGE>
In summary, while the final impact of industry trends toward
deregulation cannot be predicted with confidence, it is clear that
deregulation will generally lead toward lower energy costs, smaller
profit margins and will favor highly capitalized vertically
integrated power producers. This may provide additional incentive
for foreign development. BPC's ability to compete in a deregulated
industry cannot be predicted at this time.
Energy Price Fluctuations and Natural Gas
Power purchase agreements with utilities typically contain price
provisions which are, in part, linked to the utilities' cost of
generating electricity. In addition, BPC's fuel supply prices may be
fixed in some cases or may be linked to fluctuations in energy
prices. In some cases there may be a period of time where project
costs and revenues become unlinked due to regulatory delay. These
circumstances can result in high volatility in gross margins and
reduced operating income, either of which could have an adverse
effect on BPC's results of operations.
International Investments
Independent power development in Mexico is a new industry and is
subject to ongoing regulatory change. Development of projects in
Mexico is subject to risks and uncertainties relating to the
political, social and economic structures of Mexico, potential
changes to the current regulations, fluctuations of inflation,
currency valuation, currency inconvertibility, expropriation and
confiscatory taxation. While current management is not aware of any
regulatory changes in process that would adversely affect the
development activity that BPC currently expects to undertake, there
can be no guaranty that this climate will continue to exist. Another
risk is the high rate of inflation that has been ongoing in Mexico
for some time. While inflation for 1995 and 1996 ranged between
20% - 25%, inflation rates were under 16% for 1997. As a hedge
against inflation, BPC intends to immediately convert all cash flow
from pesos into dollars. Arrangements to make these exchanges have
been completed with Mexican banks. An additional hedge against
inflation is that, while there is some lag behind inflation and the
price per kilowatt hour charged by CFE for power, the price per
kilowatt hour generally follows the inflationary trend and is
increasing at similar rates and provides a natural hedge for
inflation. There can, however, be no assurance that this trend will
continue in the future. In the past, CFE rates for certain sectors
have been subsidized. It is CFE's stated goal to remove subsidies in
the next three year period thereby creating a natural rise in the
price per kilowatt hour charged for power as subsidies are removed
and market rate levels are sought. There can be no assurance that
prices will continue to increase, and a decrease in rates charged by
CFE would result in a corresponding decrease in the revenue from the
project. In negotiating additional contracts BPC will attempt to
negotiate payment in U.S. dollars instead of in pesos. Where that
is not possible, pesos will be converted into U.S. dollars as soon
as they are received. Another area of risk is the exchange rate
risk. In addition to rapid inflation, and primarily as a result
of that inflation, exchange rates from pesos to dollars have been
increasing since 1995 when the peso went through a massive
devaluation. While BPC believes that efforts to develop additional
power projects in Mexico will be successful, there can be no
assurance that any additional projects will be completed.
Page. 48
<PAGE>
Start-Up Risks
The commencement of operation of a newly constructed power plant
involves many risks, including start-up problems, the breakdown or
failure of equipment or processes and performance below expected
levels of output or efficiency. New plants have no operating history
and may employ recently developed and technologically complex
equipment. Insurance is maintained to protect against certain of
these risks, warranties are generally obtained for limited periods
relating to the construction of each project and its equipment in
varying degrees, and contractors and equipment suppliers are
obligated to meet certain performance levels. Such insurance,
warranties or performance guarantees may not be adequate to cover
lost revenues or increased expenses and, as a result, a project may
be unable to fund principal and interest payments under its financing
obligations and may operate at a loss. A default under such a
financing obligation could result in BPC losing its interest in such
power generation facility.
In addition, power sales agreements, which are typically entered into
with a utility or user early in the development phase of a project,
often enable the utility or user to terminate such agreement, or to
retain security posted as liquidated damages, in the event that a
project fails to achieve commercial operation or certain operating
levels by specified dates or fails to make certain specified
payments. In the event such a termination right is exercised, a
project may not commence generating revenues, the default provisions
in a financing agreement may be triggered (rendering such debt
immediately due and payable) and the project may be rendered
insolvent as a result.
General Operating Risks and Environmental Matters
The operation of power generation facilities involves many risks,
including the breakdown or failure of power generation equipment,
transmission lines, pipelines or other equipment or processes and
performance below expected levels of output or efficiency. Although
BPC's facilities, and future facilities will, contain certain
redundancies and back-up mechanisms, there can be no assurance that
any such breakdown or failure would not prevent the affected facility
from performing under applicable power or steam sales agreements. In
addition, although insurance is maintained to protect against certain
of these operating risks, the proceeds of such insurance may not be
adequate to cover lost revenues or increased expenses, and, as a
result, the entity owning such power generation facility may be
unable to service principal and interest payments under its financing
obligations and may operate at a loss. A default under such a
financing obligation could result in BPC losing its interest in such
power generation facility.
Discharges of pollutants into the air, soil or water may give rise to
significant liabilities on the part of BPC to the government and
third parties and may result in the assessment of civil or criminal
penalties or require BPC to incur substantial costs of remediation
and which could have a material adverse effect on BPC's results of
operations.
Impact of Curtailment
Power and steam sales agreements contain curtailment provisions
pursuant to which the purchasers of energy or steam are entitled to
reduce the number of hours of energy or amount of steam purchased
thereunder. Curtailment provisions are customary in power and steam
sales agreements. There can be no assurance that BPC will not
Page 49
<PAGE>
experience curtailment. In the event of such curtailment, BPC's
results of operations may be materially adversely affected.
Dependence on Third Parties
The nature of BPC's power generation facilities is such that each
facility generally relies on one power or steam sales agreement with
a single electric customer for substantially all, if not all, of such
facility's revenue over the life of the project. The power and
steam sales agreements are generally long-term agreements, covering
the sale of electricity or steam for initial terms of 20 or 30
years. However, the loss of any one power or steam sales agreement
with any of these customers could have a material adverse effect on
BPC's results of operations. In addition, any material failure by
any customer to fulfill its obligations under a power or steam sales
agreement could have a material adverse effect on the cash flow
available to BPC and, as a result, on BPC's results of operations.
Furthermore, each power generation facility may depend on a single
or limited number of entities to purchase thermal energy, or to
supply or transport natural gas to such facility. The failure of
any one customer, steam host, gas supplier or gas transporter to
fulfill its contractual obligations could have a material adverse
effect on a power project's qualifying status under PURPA regulations
and on BPC's business and results of operations.
Page 50
<PAGE>
APPENDIX
THIS BUSINESS PLAN IS PREPARED BY THE CURRENT MANAGEMENT OF
THE DEBTOR OR ITS OPERATING SUBSIDIARIES. THE BUSINESS PLAN
REFLECTS THE TYPE OF FUTURE BUSINESS FOR THE REORGANIZED DEBTOR
THAT WOULD BE OPERATED IF CONDITIONS REMAIN UNCHANGED AND IF
CURRENT MANAGEMENT WERE TO DIRECT THE FUTURE BUSINESS OPERATION OF
THE REORGANIZED DEBTOR. HOWEVER, THE REORGANIZED DEBTOR'S FUTURE
BUSINESS OPERATION IS TO BE DIRECTED BY AN INDEPENDENT BOARD OF
DIRECTORS. ACCORDINGLY, SUCH INDEPENDENT BOARD, IN THE EXERCISE OF
ITS BUSINESS JUDGMENT, MAY CHOOSE NOT TO FOLLOW THE RECOMMENDATIONS
OF CURRENT MANAGEMENT AND THEREFORE THE FUTURE BUSINESS OPERATIONS
OF THE REORGANIZED DEBTOR MAY DIFFER SIGNIFICANTLY FROM THE FUTURE
BUSINESS OPERATIONS DISCUSSED IN THIS BUSINESS PLAN
<PAGE>
Table 2
HISTORICAL VIEW
SOURCES OF CASH
<TABLE>
<CAPTION>
1992 1993 1994 1995 1996 1997(2)
<S> <C> <C> <C> <C> <C> <C>
NCA Distributions to BNC $0 $1,400,000 $2,200,000 $1,440,000 $6,880,000 $3,150,000
Kycera Cash Flow 257,000 302,000 357,000 507,000 333,000 394,000
BPS Cash Flow 374,000 635,000 1,709,000 944,000 1,760,000 1,009,000
BFC Cash Flow 4,358,230 3,975,000 3,091,000 3,016,000 4,436,000 3,249,000
--------- --------- --------- --------- --------- ---------
TOTAL CASH SOURCES $4,989,230 $6,312,000 $7,357,000 $5,907,000 $13,409,000 $7,802,000
========== ========== ========== ========== =========== ==========
HISTORICAL VIEW
USES OF CASH
Projected BPC G&A
Base Level(1) $600,000 $600,000 $600,000 $650,000 $650,000 $651,000
Cost Associated with
Power Project Dev. 0 0 0 0 675,400 436,931
BFC Capital
Expenditures 918,000 289,000 1,049,000 845,000 1,200,000 4,980,000
BFC Debt Repayment 3,407,000 3,533,000 1,919,000 2,090,000 3,060,000 700,000
--------- --------- --------- --------- --------- -------
Subtotal Cash Used $4,925,000 $4,422,000 $3,568,000 $3,585,000 $5,585,400 $6,767,931
========== ========== ========== ========== ========== ==========
</TABLE>
(1) G&A is estimated for asset base, does not include costs associated with
litigation and bankruptcy. This holds true through 1st half of 1998.
(2) Results for 1997 are unaudited.
<PAGE>
Table 2a
PROJECTED
SOURCES OF CASH
<TABLE>
<CAPTION>
Jan-Jun 1988(3) Jul-Dec 1988(3) 1999 2000 2001 2002
<S> <C> <C> <C> <C> <C> <C>
NCA Distributions to BNC 0 $3,400,000 $3,750,000 $3,990,000 $4,250,000 $4,550,000
CONAV 54,036 163,207 340,845 380,494 365,450 396,371
Cash Flow From
Other Investements
in Power Generation 0 0 0 665,703 2,225,184 3,752,366
Kyocera Cash Flow 0 217,847 317,864 449,235 385,412 479,285
BPS Cash Flow 452,739 452,739 895,456 1,405,582 1,577,265 1,630,630
BFC Cash Flow 1,018,323 2,450,291 4,474,471 4,784,180 6,132,418 7,782,431
Settlements(4) 2,750,000 1,000,000
Notes Receivable(5) 98,774 216,714 263,117 168,429 252,966
Additional Borrowing 0 400,000 0 1,734,435 2,110,056 2,462,126
- ------- - --------- --------- ---------
TOTAL CASH AVAILABLE $4,275,098 $8,181,758 $9,995,350 $13,672,746 $17,214,214 $21,306,175
========== ========== ========== =========== =========== ===========
PROJECTED
USES OF CASH
Projected BPC G&A
Base Level $299,912 $694,913 $1,319,411 $1,490,810 $1,612,921 $1,713,174
Income Tax Expense(6) 0 0 1,198,973 1,353,130 1,634,080 1,989,421
Cost Associated with
Power Project Dev. 0 0 7,664,400 3,468,029 7,764,400 7,764,400
BFC Capital
Expenditures 2,390,977 3,507,091 6,243,971 6,518,615 8,242,474 10,244,558
Loan Repayments 0 0 230,502 0 0 0
- - ------- - - -
Subtotal Cash Used 2,690,889 4,202,004 16,657,257 12,830,584 19,253,875 21,711,553
Cash Available 4,275,098 8,181,758 9,995,350 13,672,746 17,214,214 21,306,175
--------- --------- --------- ---------- ---------- ----------
Net Cash Surplus (Deficit) 1,584,209 3,979,754 (6,661,907) 842,162 (2,039,661) (405,378)
CASH BALANCE(7) $4,750,000 $8,729,754 $2,067,847 $2,910,009 $870,348 $464,970
========== ========== ========== ========== ======== ========
</TABLE>
(3) Projections for 1998 are based on BPC emerging from bankruptcy at the
end of the 3rd quarter 1998. Projections for the go-forward company
are shown in the 2nd half of 1998 forward.
(4) Includes $3,750,000 net in settlements.
(5) Note repayments and interest on notes receivable to BPC from CONAV
partners - paid from operating revenue.
(6) Based on assumed NOL carryforward, an assumed tax rate of 35%, and does
not take into consideration any payment of foreign taxes. Actual
taxes may vary significantly.
(7) Assumes beginning cash balance of $3,165,000.
<PAGE>
Table 2(b)
Reorganized Oil & Gas Cash Sources
<TABLE>
<CAPTION>
1998 1999 2000 2001 2002
<S> <C> <C> <C> <C> <C>
Existing Oil & Gas $2,265,318 $2,037,150 $812,082 $689,187 $581,134
Future Oil & Gas 1,203,296 2,437,321 3,972,098 5,443,231 7,201,297
Borrowing 400,000 0 1,734,435 2,110,056 2,462,126
------- - --------- --------- ---------
TOTAL $3,868,614 $4,474,471 $6,518,615 $8,242,474 $10,244,557
========== ========== ========== ========== ===========
</TABLE>
Table 2(c)
Reorganized Power Cash Sources
<TABLE>
<CAPTION>
1998 1999 2000 2001 2002
<S> <C> <C> <C> <C> <C>
Existing Power $4,622,099 $5,180,033 $5,617,079 $5,709,292 $6,193,155
Future Power 216,143 340,845 1,537,052 3,262,448 4,868,463
Borrowing 0 0 0 0 0
- - - - -
TOTAL $4,838,242 $5,520,878 $7,154,131 $8,971,740 $11,061,618
========== ========== ========== ========== ===========
</TABLE>
Table 2(d)
TOTAL
Reorganized Oil & Gas and Power Cash Sources
<TABLE>
<CAPTION>
1998 1999 2000 2001 2002
<S> <C> <C> <C> <C> <C>
Existing Total $6,887,417 $7,217,183 $6,429,161 $6,394,479 $6,774,289
Future Total 1,419,439 2,778,166 5,509,150 8,708,679 12,069,760
Borrowing Total 400,000 0 1,734,435 2,110,056 2,462,126
Settlements 3,750,000 0 0 0 0
--------- - - - -
TOTAL $12,456,856 $9,995,349 $13,702,746 $17,213,214 $21,306,175
=========== ========== =========== =========== ===========
</TABLE>
<PAGE>
PROJECT ASSUMPTIONS
Project #1
- ----------------------------------------------------------------------
Size: 25.3 MW Net
Type: Combined Cycle
Debt: 50%
Interest Rate: 9.5%
Financing Period: 15 Years
On-Line Date: 3rd Quarter 2000
Fuel Type: Natural Gas
Project #2
- ----------------------------------------------------------------------
Size: 10 MW
Type: Back Pressure Steam Turbine
Debt: 50%
Interest Rate: 9.5%
Financing Period: 7 Years
On-Line Date: 3rd Quarter 2001
Fuel Type: #6 Heavy Fuel
Project #3
- ----------------------------------------------------------------------
Size: 25.3MW Net
Type: Combined Cycle
Debt: 50%
Interest Rate: 9.5%
Financing Period: 15 Years
On-Line Date: 3rd Quarter 2002
Fuel Type: Natural Gas
<PAGE>
CORPORATE ENTITIES
BFC Bonneville Fuels Corporation (BFC), a Colorado
corporation, is a wholly owned subsidiary of BPC.
BFC is an oil and gas producer. BFC's wholly owned
subsidiaries include BFMgt, BFO and CGC.
BFMgt Bonneville Fuels Management Corporation (BFMgt), a Utah
corporation, is a wholly owned subsidiary of BFC. BFMgt
provides energy related management services with a focus
on gas and electric sales, supply and consulting
services to a variety of customers.
BFO Bonneville Fuels Operating Corporation (BFO), a Utah
corporation, is a wholly owned subsidiary of BFC. BFO
is currently inactive.
BNC Bonneville Nevada Corporation (BNC), a Nevada
corporation, is a wholly owned subsidiary of BPC. BNC
is a general partner of NCA#1 and owns a 50% interest in
the NCA #1 power generation facility.
BPS Bonneville Pacific Services Company, Inc. (BPS), an
Idaho corporation, is a wholly owned subsidiary of BPC.
BPS operates and maintains power generation facilities.
BPC Bonneville Pacific Corporation (BPC), a Delaware
corporation, is the intended holding company.
CGC Colorado Gas Gathering (CGC), a Utah corporation, is a
wholly owned subsidiary of BFC. CGC is the owner of a
small gas gathering system in Colorado that gathers gas
produced by BFC and others.
CONAV Cogeneracion de Navojoa, S.A. de C.V. (CONAV), a Mexican
corporation, owns a 4.0 MW cogeneration project under
construction near Navojoa, Sonora Mexico. BPS owns 51%
of CONAV.
Kyocera Kyocera (Kyocera) is a 3.2 MW power generation facility
that is 100% owned directly by BPC. Upon
reorganization, BPC intends to transfer its ownership to
Kyocera Cogeneration, Inc., a wholly owned subsidiary,
which will be formed for that specific purpose.
NCA #1 Nevada Cogeneration Associates #1 (NCA#1), a Utah
General Partnership, is the owner of an 85 MW power
generation facility located near Las Vegas, Nevada
which sells power to NPC. This facility is operated by
BPS. NCA#1 is sometimes referred to as the Garnet
Valley facility. The partners in NCA#1 are BNC and a
subsidiary of Texaco (TCCCC). Each partner owns a 50%
interest.
<PAGE>
NCA #2 Nevada Cogeneration Associates #2 (NCA#2), a Utah
General Partnership, is the owner of an 85 MW "sister"
facility to NCA #1 located near Las Vegas, Nevada.
NCA#2 was developed by Bonneville and Texaco and is
owned 50% by a Texaco Subsidiary and 50% by a Destec
subsidiary. This facility is operated by BPS. NCA#2
is sometimes referred to as the Black Mountain facility.
NPC Nevada Power Company (NPC) is a Nevada public utility
which purchases power from the NCA #1 and NCA#2 power
generation facilities under long-term power purchase
agreements. NPC is not affiliated with BPC.
<PAGE>
DEFINITIONS
As used in this document, the following terms have the following
specific meanings.
Bbl means barrel.
Bcf means billion cubic feet.
Bcfe means billion cubic feet equivalent.
Behind pipe is a well that has been drilled, but not completed in an
additional productive zone.
BLM is Bureau of Land Management.
BTU is the quantity of heat required to raise the temperature of one
pound of water by 1 degree Fahrenheit.
Capital expenditures means all costs associated with exploratory and
drilling, leasehold acquisitions, land costs and related
expenditures, costs of construction, equipment costs, legal and
other contract costs, construction loan fees and capitalized
interest, and all other costs related to the completion of a
well or other project.
Capital expenditure budget means an estimate prepared by management
for the total expenditures anticipated to be incurred during
the subject time period. This amount can deviate or fluctuate
due to the time of drilling of wells, environmental
considerations, acquisition of key fee, state and federal leases,
and gas and oil prices.
Development well is a well drilled as an additional well to the same
horizon or horizons as other producing wells on a prospect, or
a well drilled on a spacing unit adjacent to a spacing unit
with an existing well capable of commercial production and
which is intended to extend the proven limits of a prospect.
Exploratory well is a well drilled to find commercially productive
hydrocarbons in an unproved area, or to extend significantly a
known prospect.
Farm-in is an assignment by the owner of a working interest in a gas
and oil lease of the working interest, or a portion thereof, to
another party who desires to drill on the leased acreage.
Generally, the assignee is required to drill one or more wells
in order to earn its interest in the acreage. The assignor
usually retains a royalty or reversionary working interest in
the lease. The assignee is said to have "farmed-in" the acreage.
Farm-out is an assignment to another party of an interest in a
drilling location and related acreage conditional upon the
drilling of a well on that location.
FERC means Federal Energy Regulatory Commission.
<PAGE>
G & G means geology and geophysical.
Greenfield means beginning the development of a project from the
"ground up". It begins with the idea for a project and then
proceeds to securing a location and obtaining all of the
necessary permits and contracts to allow for successful
completion of the project.
Gross gas and oil wells or gross acres are the number of wells or
acres in which BFC has an interest.
Inside-the-fence means that the net energy (electric and/or thermal)
produced by the facility is sold directly to the consumer(s)
(customers) facility which is either integrally connected or
adjacent to the power or cogeneration facility.
MBbl means thousand barrels.
MMBtu means million British thermal units.
Mcf means thousand cubic feet.
Mcfe means thousand cubic feet equivalent.
Mmcf means million cubic feet.
MMcfe means million cubic feet equivalent.
MTI - Mid Texas intermediate crude oil.
Natural Gas Equivalents are determined using the ratio of six Mcf
of natural gas to one barrel of crude oil, condensate or natural
gas liquids so that one barrel of oil is referred to as six
Mcf of natural gas equivalent of "Mcfe".
Natural Gas Volumes are stated at the legal pressure base of the
state or area in which the reserves are located at 60 degrees
Fahrenheit, unless otherwise indicated in this document.
Net gas and oil wells or "net" acres are determined by multiplying
"gross" wells or acres by BFC's working interest in those wells
or acres.
NOL is Net Operating Loss.
NYMEX is the New York Mercantile Exchange.
P & A is plug and abandon which is the procedure of permanently
closing the wellbore, eliminating surface equipment and
reclaiming the surface surrounding a wellbore.
Present Value of Estimated Future Net Revenues means the present
value of estimated future revenues to be generated from the
production of proved reserves calculated in accordance with
Securities and Exchange Commission guidelines, net of estimated
production and future development costs, using prices and costs
as of the date of estimation without future escalation, without
<PAGE>
giving effect to non-property related expenses such as general
and administrative expenses, debt service, future income tax
expense and depreciation, depletion and amortization, and
discounted using an annual discount rate of 10%.
PURPA means Public Utility Regulatory Policies Act.
QF means Qualifying Facility under PURPA.
Reserves means natural gas and crude oil, condensate and natural gas
liquids on a net revenue interest basis, found to be
commercially recoverable. "Proved developed reserves" includes
proved developed producing reserves and proved developed behind-
pipe reserves. "Proved developed producing reserves" includes
only those reserves expected to be recovered from existing
completion intervals in existing wells. "Proved developed
behind-pipe-reserves" includes those reserves that exist behind
the casing of existing wells when the cost of making such
reserves available for production is relatively small compared
to the cost of a new well. "Proved undeveloped reserves"
includes those reserves expected to be recovered from new wells
on proved undrilled acreage or from existing wells where a
relatively major expenditure is required for recompletion.
Reserve replacement cost means the cost to BFC of additions to BFC's
reserve base divided by the aggregate costs of developing or
acquiring those additional reserves.
SEC PV 10 is the method, as defined by the Securities and Exchange
Commission's regulation S-X, for determining the present value
of proven oil and gas reserves using a 10 percent discount rate.
Working interest in a gas and oil lease is an interest that gives the
owner the right to drill, produce and conduct operating
activities on the property and to receive a share of production
of any hydrocarbons covered by the lease. A working interest
in a gas and oil lease also entitles its owner to a
proportionate interest in any well located on the lands
covered by the lease, subject to all royalties, overriding
royalties and other burdens, to all costs and expenses of
exploration, development and operation of any well located on
the lease, and to all risks in connection therewith.
WTI - Prices for West Texas intermediate crude oil
<PAGE>
CLARK M. MOWER
BUSINESS EXPERIENCE
President/Chief Executive Officer - Bonneville Pacific Corporation
( January 1992 to Present)
Following Bonneville Pacific's filing for protection under
Chapter 11 of the Bankruptcy Code in December of 1991,
Mr. Mower was recommended by financial advisors to the Board
of Directors of Bonneville Pacific Corporation and selected by
the Board to assume the office of President and Chief Executive
Officer of the financially troubled company.
After June of 1992, Mr. Mower has been in constant communication
with and has reported directly to the Trustee, Mr. Roger
G. Segal. As President and CEO, Mr. Mower has been responsible
for the day-to-day operations of the company. This includes
coordination of the management committee and assignment of
responsibilities as the company has been downsized. Mr. Mower
has been responsible for providing advice to the Trustee as to
the financial viability of each of the subsidiaries so that
the Trustee could make decisions concerning the elimination of
the non-profitable operations. The company is currently
operating profitably. Mr. Mower has also been responsible for
the re-negotiation of contracts and financing commitments and
for banking coordination relating to the NCA#1 project during
the Company's bankruptcy. Mr. Mower has had responsibility for
budgetary control and coordination with the Trustee concerning
the company operations.
Chairman - of the Board of Directors, or as the sole director, for
the wholly owned subsidiaries of Bonneville Pacific Corporation,
and serves on the Management Committee for NCA#1.
Vice President, Development, Bonneville Pacific Corporation
(October 1990 to January 1992)
As the Vice President of Development, Mr. Mower was responsible
for all Marketing and Development activities of the company.
As the Vice President, Mr. Mower was responsible for
identifying development opportunities and determining their
financial viability. Once an opportunity had been identified
Mr. Mower was responsible for overseeing project negotiations
and permitting efforts. The Development Department included a
staff of ten and also provided day-to-day management of the
project through the development process. Mr. Mower had
budgetary responsibility for an annual development department
budget of $4,500,000 in addition to project budgets which
totaled over $300,000,000.
Development Director - Bonneville Pacific Corporation
(November 1989 - September 1990)
As the Development Director, Mr. Mower had responsibility for
overseeing the development of several projects throughout the
United States. Mr. Mower also had supervisory and training
responsibility for junior level developers and their
activities. During this period of time Mr. Mower also continued
with primary development responsibility for several projects.
<PAGE>
Development Manager - Bonneville Pacific Corporation
(August 1988 - October 1989)
As a Development Manager Mr. Mower had responsibility for the
development of several of the company's cogeneration projects
and permitting and coordination responsibility on all hydro and
geothermal projects. Mr. Mower was also responsible for
acquisition, development and partial sale of a 20MW wood-fired
project.
Projects developed by or under Mr. Mower's direction at
Bonneville include:
Garnet Valley - 85 MW Project, Las Vegas, Nevada (NCA#1)
Final contract negotiations with the utility and thermal
host, non-recourse financing and turnkey construction
contract for this project and serves as the managing
partner representative on the management committee. Led
management team that renegotiated the power contracts to
eliminate curtailment and led negotiations for refinancing.
Black Mountain - 85 MW Project, Las Vegas, Nevada (NCA#2)
Sister project to the Garnet Valley project. Performed
similar functions prior to sale of project to Texaco. Also
led management team that renegotiated the power contracts
to eliminate curtailment and led negotiations for
refinancing.
SMUD - 132 MW Project, Sacramento, California
Site selection, bidding, contract negotiations and
permitting coordination for the project. Entered into a
joint development agreement of the project and later sold
the project to the joint developer.
Yuma Project - 50 MW Project, Yuma, Arizona
Site selection, contract negotiations and permitting for
the project. This was the first project to negotiate an
out-of-state contract for power supply to a California
study.
Sheldon Springs Project - 52 MW Project, Sheldon Springs, Vermont
Prepared bid documents and negotiated the power purchase
agreement and steam sales agreement with the thermal host.
Acquired the site, re-zoned and subsequently subdivided the
land parcel for a profit.
Ryegate - 22 MW Woodwaste Project, East Ryegate, Vermont
Acquired this project in the last stage of development.
Negotiated the power purchase agreement and the turnkey
project. Subsequently sold 75% of the project in two
separate transactions resulting in a net gain of over four
times the initial investment in the facility.
Wailua Falls - 5 MW Hydro Project, Wailua, Kauai, Hawaii
Negotiated land leases and local permitting for a two-unit
site in Hawaii. Subsequently sold the project prior to
commercial operation.
Senior Vice President/Chief Operating Officer, Director, Member of
the 3 man Executive Committee - Bingham Engineering, Salt Lake City,
Utah (July 1973 - July 1988)
Prior to joining Bonneville Pacific, Mr. Mower served as
Executive Vice President and Chief Operating Officer of Bingham
Engineering Company. Mr. Mower was employed by Bingham and
related companies for a period of 17 years. The bulk of
Mr. Mower's experience was in the planning, development and
permitting of power projects throughout the Continental United
States and Hawaii, with special emphasis on project feasibility,
permitting, governmental approvals and environmental concerns.
Mr. Mower worked closely with city, county, state and federal
agencies regarding the approval process for projects designed
and engineered under his direction. Mr. Mower also appeared as
a witness in, and conducted public hearings regarding projects
that he has been involved in.
At Bingham, Mr. Mower's duties included scoping of the issues
involved, including involvement in and conducting of agency and
public meetings and overall responsibility for the preparation
and approval of the required environmental documents and agency
permits. Mr. Mower has extensive experience with the Federal
Energy Regulatory Commission (FERC) and the federal licensing
process.
While at Bingham Mr. Mower had responsibility for coordination,
administration and project assignments to a staff of 35-50
individuals and management of the budgeting process. Mr. Mower
also served as a member of the Board of Directors and the three
man executive committee responsible for establishing and
administering company policy.
Vice President - Business Manager, Director - National Cattle
Industries, Bountiful, Utah
(December 1970 - June 1973)
At NCI Mr. Mower had responsibility for the marketing and
business management functions of the corporation.
EDUCATION
Attended University of Utah - Business and Accounting
<PAGE>
STEVEN H. STEPANEK
BUSINESS EXPERIENCE
President/Board Member - Bonneville Fuels Corporation
(1/94 to Present)
General Manager - Bonneville Fuels Corporation (12/91 to 12/93)
Management of the overall gas and oil producing activities and
energy marketing activities of an independent production company
with $20 million in sales and $5 million of cash flow. Owned
interests include over 300 wells of which 180 are operated which
represent over 70% of the Company's reserve value. The gas
marketing and energy management activity has sales and customers
in Utah, Colorado, California and Arizona. Responsibilities
include providing the owners with budgets, plans and
recommendations to manage production, plans for capital
expenditures and price risk mitigation over the planning horizon
and implementation of those plans. Also responsible for
providing management oversight to a 85MW cogeneration plant
owned jointly by subsidiaries of Bonneville and Texaco as a
member of a four person management committee.
Vice President - Marketing, Bonneville Fuels Corporation
(8/89 to 11/91)
Designed and implemented fuel supply plans for cogeneration
projects and other industrial natural gas users.
Responsibilities included negotiating contracts for fuel supply,
transportation on interstate and intrastate pipelines, and local
distribution company lines. Results included negotiating
multiple fuel supply contracts with 15 to 20 years gas purchases
and the firm transportation contracts to deliver that gas.
Additional duties included monitoring federal and state
regulatory bodies and participating in the regulatory process
through interventions and testimony before those bodies.
Industrial Account Executive - Minnegasco, a natural gas utility
subsidiary of Arkla (7/88 to 8/89).
Managed high volume and high load factor industrial accounts
for this major mid-western gas utility. Responsibilities
included negotiating gas sales contracts, coordinating the
backup fuel (propane & oil) sales effort for the utility's non-
regulated marketing affiliate, and arranging for the purchase
and delivery of backup fuel supplies.
Director of Industrial Marketing - Mountain Fuel Supply Co., (natural
gas utility serving Utah and Wyoming) subsidiary of Questar
Corporation (11/83 - 10/87)
Managed the engineering and technical sales effort for the
largest industrial and high load factor commercial customers of
company. Involved understanding MFS's competitive position,
the economics of alternate fuels and technologies, and federal
and state regulations affecting the industry. The main thrust
was: to find innovative ways for expanding systems to high
volume users, to promote gas utilizing technologies such as
cogeneration, oxy/gas burners, and gas/coke mixtures, and to
serve existing large volume customers.
<PAGE>
Significant Accomplishments:
Developed and implemented the system for transportation of
customer owned gas.
Extended service to a major ski resort area requiring a
$1.4 million customer paid main line extension which
accommodated a cogeneration project plus seven commercial
and fifty residential customer additions.
Extended service to a defense contractor requiring a
$2.6 million customer paid main line and commitment to
transport 700,000 decatherms annually for five years.
Extended service to the state owned Great Salt Lake Pumping
Project requiring a $2.1 million main line to serve three
1200 hp pumps.
Contracted with and served five major new cogeneration
projects in Utah and Colorado with a total of over 100MW
of installed capacity.
Assistant Director of Industrial Marketing - Mountain Fuel Supply Co.,
(11/82 - 11/83)
Dealt with existing customers, solicited new customer
additions, prepared department budgets including revenue and
volume projections, and allocated department workload.
Industrial Engineer - Mountain Fuel Supply Co., (3/81 - 11/82)
Prepared capital budget and equipment leasing analysis,
provided engineering analysis for the company's 2000 employees,
and coordinated a business office quality circle. Major
projects included: revision of the main and service line
extension policy, evaluation of the ultimate lease/purchase of
a telephone system projected to save $1.5 million over a five
year period, development of lease rates for an eight story
office building purchase by the company, and review of vendor
proposals for meter reading route enhancement systems.
EDUCATION
M.B.A. Degree - University of Utah (Graduated 1980)
B.A. Industrial Engineering - University of Iowa (Graduated 1978)
PROFESSIONAL
Registered as a Professional Engineer (P.E.) since 1986.
Participated in the Pacific Coast Gas Association including
sponsorship of the Industrial Sales Seminar (1986), and Chairmanship
of the Market Services Section (1987).
Member of the American Institute of Industrial Engineers (AIIE)
1980 to 1987. Personal activities resulted in the national award for
Chapter Development in 1983.
Member of the Independent Producers Association of the Mountain
States (IPAMS) Electric Deregulation Committee
Member and past president of the Utah Association of Industrial
Energy Users
<PAGE>
TODD L. WITWER
BUSINESS EXPERIENCE
President/Board Member - Bonneville Pacific Services Co., Inc.
(1992 - Present)
Responsible for business plan, development of new business
opportunities, corporate policy, corporate philosophy and
contract negotiations. Management responsibility for operation
of three cogeneration facilities ranging in size from 3.2 to
85 MW. This includes corporate management of the staffs of
three operating facilities and the corporate office staff of two
people. Provide lead contact with the plant owners, lending
institutions, electric utilities, fuel suppliers, purchasers
of thermal energy, the owner's insurer and various licensing
and regulatory authorities.
General Manager/Vice President - Bonneville Pacific Corporation
(1991 - 1992)
Operational responsibility for six cogeneration facilities
ranging in size from 9 to 85 MW. This included managing five
Plant Managers, their operation and maintenance staffs
consisting of 9 to 17 people per site, and the corporate staff
of 3 people in the headquarters office. Provided lead contact
with the plant owners, electric utilities, fuel suppliers,
purchasers of thermal energy, the project Insurer and various
licensing and regulatory authorities.
Manager - Technical Services - Bonneville Pacific Corporation
(1988 - 1991)
Lead responsibilities for technical aspects of operation and
maintenance activities of facilities managed, owned and/or
operated by Bonneville Pacific Corporation (BPC) or any of its
subsidiary companies.
Monitor plant performance for efficiency, output, maintenance
and conformance to all technical and regulatory requirements.
Responsible for selection and/or development of systems
necessary for monitoring and controlling all technical aspects
of the plants.
Actively involved in supporting the plant management department
in procedure development, planning and scheduling, preventative
and planned maintenance, performance improvement and cost
control.
Actively involved in supporting BPC Development and Engineering
departments in plant design and equipment selection.
Other Assignments:
Start-up Manager - Lehi Cogeneration Facility
Acting Plant Manager - Lehi Cogeneration Facility
Acting Plant Manager - American Atlas No. 1
<PAGE>
Planned and managed the technical aspects of replacing the steam
turbine at American Atlas No. 1
Assistant to Western Region Projects/Hydro/Nuclear Service Manager,
Lafayette, California Westinghouse Electric Corporation Power
Generation Service Division - (1986 - 1988)
Planning and implementation of installation and maintenance
contracts involving job management and/or craft labor work
force. Implementation of repair service work for Westinghouse
hydro, electric and nuclear plants in the Western Region of the
United States.
Assistant to Western Region Projects Manager, Portland, Oregon
Westinghouse Electric Corporation - (1984 - 1986)
Planning and implementation of installation and maintenance
contracts involving job management and/or craft labor work force.
Lead Installation Engineer, Start-up Engineer, & Field Service Engineer
Westinghouse Electric Corporation - (1977 - 1984)
Lead Installation Engineer of the US Borax 49 MW Cogeneration
Facility in Boron, CA
Start-Up Engineer on 750 MW fossil fuel steam turbine generation
plant for Montana Power Company in Colstrip, Montana.
Field Service Engineer for maintenance contracts for various
public utilities. Provided installation, upgrade and start-up
of Southern California Edison Coolwater/Westinghouse 520 MW Pace
Plant in Barstow, California.
EDUCATION
B.S. Mechanical Engineering, California State University -
Chico 1977
PROFESSIONAL
American Society of Mechanical Engineers
Association of Energy Engineers
<PAGE>
JAMES O. CABLE
BUSINESS EXPERIENCE
Vice President Operations/Board of Directors Member - Bonneville
Fuels Corporation (1995 to Present)
Management of exploration, drilling, production, land,
information and office functions
Business planning and analysis at the corporate and operations
level, including detail budgeting
Reserve analysis and valuation
Contributor to Bonneville Pacific business planning
Operations Manager/Engineering Manager - Bonneville Fuels Corporation
(1990-1994)
Management of drilling, production, land, information and office
Functions
Engineering analysis of company reserves, production and
development opportunities and implementation
Acquisition analysis and integration into company operations
Computer system development, maintenance and custom application
programming
Manager of Operation - Avalon Energy Corporation (1987 - 1990)
Management of production operations for 160 operated wells and
associated field and office staff
Management of 200 non-operated properties
Gas contract administration
Engineering analysis of reserves, economics, production
General Manager, Concise Oil and Gas Partnership - Quinoco Oil &
Gas Co. (1985 - 1987)
Conceived, developed, and implemented the partnership to manage
non-operated, non-strategic properties
Set up business, i.e. business plan, bank accounts, policies,
partnership, and staffing
Wrote a network PC accounting system
Implemented with 1300 properties, $20,000,000 asset value
<PAGE>
Manager Reserves, Quinoco Oil and Gas Co.
Reserve analysis of 3500 properties, sec, bank, and auditor
reporting and liaison for 23 partnerships with 45,000 partners
Various economic analysis of financing and partnership
arrangements as well as corporate planning support
Senior Engineer - Energy Methods (merged into Quinoco) (1983 - 1985)
Acquisition analysis, economics and evaluations
Reserve analysis of properties and partnerships
Daily operations management of New Mexico and west Texas
Computer programming for partnership reserve analysis
Reservoir and Pipeline Engineer - Worldwide Energy Co. (1981 - 1983)
Reservoir and reserves engineering for Worldwide Energy
Properties
Pipeline engineer for Central States Gas Co. with 350 gas wells,
600 miles of pipeline and compression
Pipeline simulation and modeling of deliverability using sparse
matrix programming
Pipeline Engineer - WestGas Co. (PSCo) (1978 - 1981)
Gathering and transmission system analysis, design and
Installation
Gathering system project engineer - roundup gas storage project
Planning engineer for transmission system
Pipeline and well deliverability computer modeling
Facilities Coordinator and Assistant Corporate Secretary - ISEP
Corporation (Crow Canyon and Cherry Creek Schools) (1972 - 1976)
Provided operations and maintenance of various school facilities
Planned and built remote mobile home campus with electrical
generation, potable water storage, and leach field system
Provided transportation
EDUCATION
B.S. Civil Engineering - University of Colorado (Graduated 1978)
PROFESSIONAL
Member of the Society of Petroleum Engineers
Member of the Institute of Electrical and Electronic Engineers
<PAGE>
KURBY K. BENDER, CPA
BUSINESS EXPERIENCE
Controller - Bonneville Fuels Corporation (1990 to Present)
Manage all accounting functions of a corporate group that
operates approximately 180 wells in Colorado, New Mexico, and
Utah, and owns an interest in approximately 160 non-operated
wells. (BFC markets or manages its own gas and additional 3rd
party gas totaling over 25,000 MMBTU/day to various 3rd party
markets.) Designed internal systems to monitor pipeline
imbalances and to track and resolve variances in nominations,
received volumes, and paid volumes. Manage banking and audit
relationships. Manage insurance coverage for all property and
casualty requirements. Manage all corporate income tax issues.
Involved in management of commodity price risk through use of
future, options, and swaps. Supervise staff of four.
Recently played key role in debt restructuring of company.
Financial Consultant - Euratex Corporation (1989 - 1990)
Temporary engagement to assist in the financial restructuring of
a public oil and gas exploration company. Managed all
accounting and tax matters for the company. Updated all
financial records after company had laid off entire accounting
staff six months previous to my engagement. Prepared all
workpapers for SEC audit. Designed and installed financial
systems. Advised on fund raising plans related to new business
ventures.
Controller/Tax Manager - General Royalty, Inc. (1987 - 1989)
Managed all corporate and partnership accounting, tax and
financial matters. Instrumental in the planning for and
implementation of a multimillion dollar royalty acquisition
program. Involved in the writing of the overall business plan,
sales prospectus and marketing plan.
Controller/Tax Manager - Martin Oil Company (1981 - 1986)
Managed accounting and tax functions for privately owned oil
company and its oil-field services subsidiaries. Maintained
accounting records for company and subsidiaries during periods
of extremely rapid growth and significant staffing shortages.
Formulated banking and investment policy. Developed, analyzed
and compiled financial data used to raise venture capital which
was subsequently used for exploration and development of oil
and gas wells in the western United States. Responsible for
filing all state and federal tax returns.
<PAGE>
Controller - Aurora Public School (1976 - 1981)
Directed all accounting functions for one of the largest school
systems in the Rocky Mountain region. Designed and implemented
computerized accounting system for $100 million/year business,
resulting in first time ever line item budget accountability.
Certified Public Accountant - Leslie E. Whittemore and Company, CPA's
Certified Public Accountant - Rhode, Titchenal and Scripter, CPA's
(1972 - 1976)
EDUCATION
B.B.A. in Accounting - University of Iowa (Graduated 1978)
Dale Carnegie - Effective Speaking and Human Relations
PROFESSIONAL
American Institute of Certified Public Accountants
Colorado Society of Certified Public Accountants
COPAS - Colorado. General Member and Secretary of Tax Committee
<PAGE>
ROGER SWENSON
BUSINESS EXPERIENCE
Vice President of Energy Marketing - Bonneville Fuels Corporation
(1990 to Present)
Responsibilities include:
Sales and marketing of company owned production
Hedging and price risk management services
To initiate natural gas sales or management services with
large natural gas end users
Manage transportation for affiliated projects to minimize
cost
Power marketing positioning for future sales
Develop fuel supply plans for cogeneration projects under
development
Achievements:
Developed a marketing plan to capture high load factor,
high margin accounts
Initiated a sales program that built outside sales to over
$9,000,000 per year
Managed the transportation during the transition in
California to utility brokered capacity for projects in
Socal and PG&E territories
Senior Industrial Marketing Engineer - Mountain Fuel Supply Co.
(1984 to 1990)
Responsibilities:
To negotiate special service arrangements for non-
traditional service
Develop conditions related to sales and transportation
Service
Interact with existing or new customers concerning
questions dealing with services or rates
Promote the development of cogeneration in Mountain Fuel's
territory
<PAGE>
Achievements:
Responsible for the development of a special improvement
district for financing a natural gas transmission line to
serve the Snowbird cogeneration system and the town of
Alta, Utah
Established a discounted transportation rate that increased
transportation volumes by 4,500,000 Dths in an eighteen
month period. Incremental revenue was approximately
$2,000,000
Successfully negotiated a gas transportation agreement with
a major utility for volumes up to 20,000,000 Dths per year
Energy Management Coordinator - Murray City Power Company
(1983 to 1984)
Responsibilities:
Initiate energy conservation programs
Analyze demand side power resource planning
Establish energy management program for city buildings
EDUCATION
M.S. Industrial Engineering, University of Utah, 1989
B.S. Physics, University of Utah, 1982
PROFESSIONAL
Member of the Utah Association of Industrial Energy Users
On the Independent Producers Association of the Mountain States
(IPAMS) Electric Deregulation Committee
DISCLOSURE STATEMENT EXHIBIT "4"
No Order Yet Entered by the
Bankruptcy Court
LIST OF BUSINESSES IN WHICH BONNEVILLE PACIFIC CORPORATION WAS A
PARTNER OR OWNED 5% OR MORE OF VOTING SECURITIES:
NAME: Bonneville Foods Corporation
ADDRESS : 257 East 200 South, Ste. 800
Salt Lake City, Utah 84111
NATURE OF BUSINESS: Food processing, manufacturing and
marketing
BEGINNING DATE: 06/03/88
ENDING DATE:
NAME: Bonneville Fuels Corporation
ADDRESS : 257 East 200 South, Ste. 800
Salt Lake City, Utah 84111
NATURE OF BUSINESS: To own, develop, acquire, sell and deliver
natural gas and other fuels
BEGINNING DATE: 06/17/87
ENDING DATE:
NAME: Bonneville McKenzie Energy Corporation
ADDRESS: 257 East 200 South, Ste. 800
Salt Lake City, Utah 84111
NATURE OF BUSINESS: To own, operate, and develop hydroelectric
generating facilities
BEGINNING DATE: 02/ /89
ENDING DATE:
NAME: Bonneville Pacific Services Company, Inc.
ADDRESS: 257 East 200 South, Ste. 800
Salt Lake City, Utah 84111
NATURE OF BUSINESS: To own, operate and provide maintenance for
power generation plants
BEGINNING DATE: 11/20/86
ENDING DATE:
1
<PAGE>
NAME: Bonneville-West Corporation
ADDRESS: 257 East 200 South, Ste. 800
Salt Lake City, Utah 84111
NATURE OF BUSINESS: To own, operate and develop micro-
cogeneration projects
BEGINNING DATE: 09/24/69
ENDING DATE:
NAME: Bonneville-Nevada Corporation
ADDRESS: 257 East 200 South, Ste. 800
Salt Lake City, Utah 84111
NATURE OF BUSINESS: To engage in the business of cogeneration and
small power production (unregulated)
BEGINNING DATE: 12/02/88
ENDING DATE:
NAME: Bonneville Wind Corporation
ADDRESS: 257 East 200 South, Ste. 800
Salt Lake City, Utah 84111
NATURE OF BUSINESS: To develop, own and operate wind energy
projects
BEGINNING DATE: 12/14/88
ENDING DATE:
NAME: Cogeneration Technology and Development
Company
ADDRESS: 257 East 200 South, Ste. 800
Salt Lake City, Utah 84111
NATURE OF BUSINESS: To conduct all lawful business pursuant to
Colorado Code
BEGINNING DATE: 05/01/86
ENDING DATE:
NAME: Marport Development Corporation
ADDRESS: 257 East 200 South, Ste. 800
Salt Lake City, Utah 84111
NATURE OF BUSINESS: To develop, own and operate certain projects
for the sale of crude oil and electricity
BEGINNING DATE: 09/02/87
ENDING DATE:
2
<PAGE>
NAME: Watsonville Cogen Corp.
ADDRESS: 257 East 200 South, Ste. 800
Salt Lake City, Utah 84111
NATURE OF BUSINESS: Development of cogeneration projects and the
sale of electricity
BEGINNING DATE: 01/11/89
ENDING DATE:
NAME: California Industrial Cogeneration
ADDRESS: 257 East 200 South, Ste. 800
Salt Lake City, Utah 84111
NATURE OF BUSINESS: Development of cogeneration projects and the
sale of electricity
BEGINNING DATE: 01/11/89
ENDING DATE:
NAME: Bonneville Pacific-Island Park Corporation
ADDRESS: 257 East 200 South, Ste. 800
Salt Lake City, Utah 84111
NATURE OF BUSINESS: To own, develop, operate and maintain
hydroelectric facilities
BEGINNING DATE: 02/24/89
ENDING DATE:
NAME: Fulcrum, Inc.
ADDRESS: 257 East 200 South, Ste. 800
Salt Lake City, Utah 84111
NATURE OF BUSINESS: To own, develop and operate hydroelectric
facilities
BEGINNING DATE: 05/13/88
ENDING DATE:
NAME: Recomp, Inc.
ADDRESS: 257 East 200 South, Ste. 800
Salt Lake City, Utah 84111
NATURE OF BUSINESS: Waste process management and composting
BEGINNING DATE: 06/16/69
ENDING DATE:
3
<PAGE>
NAME: Stillaguamish River Hydro, Inc.
ADDRESS: 257 East 200 South, Ste. 800
Salt Lake City, Utah 84111
NATURE OF BUSINESS: To develop, operate and maintain
hydroelectric facilities
BEGINNING DATE: 03/20/90
ENDING DATE:
NAME: Sauk River Hydro, Inc.
ADDRESS: 257 East 200 South, Ste. 800
Salt Lake City, Utah 84111
NATURE OF BUSINESS: To develop, operate and maintain
hydroelectric facilities
BEGINNING DATE: 03/20/90
ENDING DATE:
NAME: Skyomish River Hydro, Inc.
ADDRESS: 257 East 200 South, Ste. 800
Salt Lake City, Utah 84111
NATURE OF BUSINESS: To develop, operate and maintain
hydroelectric facilities
BEGINNING DATE: 03/20/90
ENDING DATE:
NAME: Baker Power Company
ADDRESS: 257 East 200 South, Ste. 800
Salt Lake City, Utah 84111
NATURE OF BUSINESS: To develop, own and operate hydroelectric
facilities
BEGINNING DATE: 12/19/89
ENDING DATE:
NAME: Bonneville-Yuma Corporation
ADDRESS: 257 East 200 South, Ste. 800
Salt Lake City, Utah 84111
NATURE OF BUSINESS: To develop, own, operate and maintain
energy facilities
BEGINNING DATE: 09/07/89
ENDING DATE:
4
<PAGE>
NAME: Honolii Power Company, Inc.
ADDRESS: 257 East 200 South, Ste. 800
Salt Lake City, Utah 84111
NATURE OF BUSINESS: To develop, own, operate and maintain
energy facilities
BEGINNING DATE: 01/01/89
ENDING DATE:
NAME: Bonneville Pacific Capital Corporation
ADDRESS: 257 East 200 South, Ste. 800
Salt Lake City, Utah 84111
NATURE OF BUSINESS: Acquiring and selling interests in energy
projects
BEGINNING DATE: 12/14/89
ENDING DATE:
NAME: Bonneville Vermont Corporation
ADDRESS: 257 East 200 South, Ste. 800
Salt Lake City, Utah 84111
NATURE OF BUSINESS: Acquiring and selling interests in energy
projects
BEGINNING DATE: 04/27/90
ENDING DATE:
NAME: Sheldon Pacific Corporation
ADDRESS: 257 East 200 South, Ste. 800
Salt Lake City, Utah 84111
NATURE OF BUSINESS: Developing and owning power projects
BEGINNING DATE: 06/05/90
ENDING DATE:
NAME: Bonneville Las Vegas Corporation
ADDRESS: 257 East 200 South, Ste. 800
Salt Lake City, Utah 84111
NATURE OF BUSINESS: To develop, own, operate and maintain
energy facilities
BEGINNING DATE: 09/04/90
ENDING DATE:
5
<PAGE>
NAME: Bonneville General Corporation
ADDRESS: 257 East 200 South, Ste. 800
Salt Lake City, Utah 84111
NATURE OF BUSINESS: Owning, acquiring and selling interests in
power projects
BEGINNING DATE: 09/04/90
ENDING DATE:
NAME: Bonneville Springfield Corporation
ADDRESS: 257 East 200 South, Ste. 800
Salt Lake City, Utah 84111
NATURE OF BUSINESS: To develop, construct, own, operate and
maintain wood-fired energy plants
BEGINNING DATE: 12/18/90
ENDING DATE:
NAME: Bonneville Antioch Corporation
ADDRESS: 257 East 200 South, Ste. 800
Salt Lake City, Utah 84111
NATURE OF BUSINESS: Developing, owning and selling interests in
power projects
BEGINNING DATE: 01/23/91
ENDING DATE:
NAME: Bonneville Sacramento Corporation
ADDRESS: 257 East 200 South, Ste. 800
Salt Lake City, Utah 84111
NATURE OF BUSINESS: Owning, acquiring and selling interests in
power projects
BEGINNING DATE: 06/28/91
ENDING DATE:
NAME: Snowy Range Energy, Inc.
ADDRESS: 257 East 200 South, Ste. 800
Salt Lake City, Utah 84111
NATURE OF BUSINESS: To develop, own and operate wind energy
projects
BEGINNING DATE: 02/20/91
ENDING DATE:
6
<PAGE>
NAME: Bonneville Development Corporation
ADDRESS: 257 East 200 South, Ste. 800
Salt Lake City, Utah 84111
NATURE OF BUSINESS: Developing, owning and selling interest in
power projects
BEGINNING DATE: 10/07/91
ENDING DATE:
NAME: Stone Creek Power Company
ADDRESS: 257 East 200 South, Ste. 800
Salt Lake City, Utah 84111
NATURE OF BUSINESS: Development of hydroelectric generating
facilities
BEGINNING DATE: 05/08/86
ENDING DATE: 12/18/89
NAME: Pacific Hydro, Inc.
ADDRESS: 257 East 200 South, Ste. 800
Salt Lake City, Utah 84111
NATURE OF BUSINESS: Development of hydroelectric generating
facilities
BEGINNING DATE: 12/19/86
ENDING DATE: 03/28/90
NAME: Pacific Oregon Corp.
ADDRESS: 257 East 200 South, Ste. 800
Salt Lake City, Utah 84111
NATURE OF BUSINESS: Development of hydroelectric generating
facilities
BEGINNING DATE: 09/27/89
ENDING DATE: 03/28/90
NAME: Island Power Company
ADDRESS: 257 East 200 South, Ste. 800
Salt Lake City, Utah 84111
NATURE OF BUSINESS: Development of hydroelectric generating
facilities
BEGINNING DATE: 03/15/88
ENDING DATE: 06/ /90
7
<PAGE>
NAME: Pacific Turbine Systems, Inc.
ADDRESS: 257 East 200 South, Ste. 800
Salt Lake City, Utah 84111
NATURE OF BUSINESS: Pump-storage power generation
BEGINNING DATE: 03/01/88
ENDING DATE: 02/07/90
NAME: Hawaii Power Company
ADDRESS: 257 East 200 South, Ste. 800
Salt Lake City, Utah 84111
NATURE OF BUSINESS: To develop, own, operate, maintain, acquire
and sell hydroelectric projects
BEGINNING DATE: 01/01/88
ENDING DATE:
NAME: Koyle Equipment Associates
ADDRESS: 257 East 200 South, Ste. 800
Salt Lake City, Utah 84111
NATURE OF BUSINESS: Consulting, owning and operating
hydroelectric facilities
BEGINNING DATE: 1984
ENDING DATE:
NAME: Ravenscroft Partnership
ADDRESS: 257 East 200 South, Ste. 800
Salt Lake City, Utah 84111
NATURE OF BUSINESS: To own and operate the Ravenscroft Ranch
Hydroelectric Plant
BEGINNING DATE: 10/01/82
ENDING DATE:
8
<PAGE>
NAME: BP Hydro Associates
ADDRESS: 257 East 200 South, Ste. 800
Salt Lake City, Utah 84111
NATURE OF BUSINESS: Owning and operating cogeneration or
biomass facilities and hydroelectric projects
for production of electric capacity and energy
for sale
BEGINNING DATE: 04/20/89
ENDING DATE:
NAME: Bonneville Aero Power Plant
ADDRESS: 257 East 200 South, Ste. 800
Salt Lake City, Utah 84111
NATURE OF BUSINESS: To develop, own and operate wind energy
projects
BEGINNING DATE: 10/31/89
ENDING DATE:
NAME: Bonn-Tech Partnership
ADDRESS: 257 East 200 South, Ste. 800
Salt Lake City, Utah 84111
NATURE OF BUSINESS:
BEGINNING DATE:
ENDING DATE:
NAME: Mammoth Lakes Limited Partnership
ADDRESS: 257 East 200 South, Ste. 800
Salt Lake City, Utah 84111
NATURE OF BUSINESS: To develop, own and operate geothermal
projects
BEGINNING DATE: 08/06/85
ENDING DATE:
9
<PAGE>
NAME: BP Thermal Associates
ADDRESS: 257 East 200 South, Ste. 800
Salt Lake City, Utah 84111
NATURE OF BUSINESS:
BEGINNING DATE: 03/01/91
ENDING DATE:
10
