UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
BONNEVILLE PACIFIC CORPORATION
(Name of Issuer)
Common Stock, par value $0.01 per
share
(Title of Class of Securities)
CUSIP No. 098904105
(CUSIP Number)
C. Derek Anderson
Plantagenet Capital Fund, L.P.
220 Sansome Street
Suite 460
San Francisco, California 94104
(415)433-6536
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 12, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of that Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 19 Pages
<PAGE>
SCHEDULE 13D
===============================
CUSIP No. 098904105
===============================
- ---------======================================================================
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Plantagenet Capital Fund, L.P.
- ---------======================================================================
2 Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ X ]
- ---------======================================================================
3 SEC Use Only
- ---------======================================================================
4 Source of Funds*
WC
- ---------======================================================================
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
- ---------======================================================================
6 Citizenship or Place of Organization
Cayman Islands
- ----------------------=========================================================
7 Sole Voting Power
-0-
------=========================================================
Number of 8 Shared Voting Power
Shares
Beneficially 524,800
Owned By Each
Reporting
Person With
------=========================================================
9 Sole Dispositive Power
-0-
------=========================================================
10 Shared Dispositive Power
524,800
- ---------======================================================================
11 Aggregate Amount Beneficially Owned By Each Reporting Person
524,800
- ---------======================================================================
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* [ ]
- ---------======================================================================
13 Percent of Class Represented by Amount in Row (11)
4.5%
- ---------======================================================================
14 Type of Reporting Person*
PN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 19 Pages
<PAGE>
SCHEDULE 13D
===============================
CUSIP No. 098904105
===============================
- ---------======================================================================
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Plantagenet Capital Partners, L.P.
- ---------======================================================================
2 Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ X ]
- ---------======================================================================
3 SEC Use Only
- ---------======================================================================
4 Source of Funds*
AF
- ---------======================================================================
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
- ---------======================================================================
6 Citizenship or Place of Organization
Cayman Islands
- ----------------------=========================================================
7 Sole Voting Power
-0-
------=========================================================
Number of 8 Shared Voting Power
Shares
Beneficially 524,800
Owned By Each
Reporting
Person With
------=========================================================
9 Sole Dispositive Power
-0-
------=========================================================
10 Shared Dispositive Power
524,800
- ---------======================================================================
11 Aggregate Amount Beneficially Owned By Each Reporting Person
524,800
- ---------======================================================================
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* [ ]
- ---------======================================================================
13 Percent of Class Represented by Amount in Row (11)
4.5%
- ---------======================================================================
14 Type of Reporting Person*
PN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 19 Pages
<PAGE>
SCHEDULE 13D
===============================
CUSIP No. 098904105
===============================
- ---------======================================================================
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Plantagenet Capital Management, L.L.C.
- ---------======================================================================
2 Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ X ]
- ---------======================================================================
3 SEC Use Only
- ---------======================================================================
4 Source of Funds*
AF
- ---------======================================================================
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
- ---------======================================================================
6 Citizenship or Place of Organization
Delaware
- ----------------------=========================================================
7 Sole Voting Power
-0-
------=========================================================
Number of 8 Shared Voting Power
Shares
Beneficially 524,800
Owned By Each
Reporting
Person With
------=========================================================
9 Sole Dispositive Power
-0-
------=========================================================
10 Shared Dispositive Power
524,800
- ---------======================================================================
11 Aggregate Amount Beneficially Owned By Each Reporting Person
524,800
- ---------======================================================================
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* [ ]
- ---------======================================================================
13 Percent of Class Represented by Amount in Row (11)
4.5%
- ---------======================================================================
14 Type of Reporting Person*
OO
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 19 Pages
<PAGE>
SCHEDULE 13D
===============================
CUSIP No. 098904105
===============================
- ---------======================================================================
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Anderson Capital Management, Inc.
- ---------======================================================================
2 Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ X ]
- ---------======================================================================
3 SEC Use Only
- ---------======================================================================
4 Source of Funds*
OO
- ---------======================================================================
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
- ---------======================================================================
6 Citizenship or Place of Organization
California
- ----------------------=========================================================
7 Sole Voting Power
-0-
------=========================================================
Number of 8 Shared Voting Power
Shares
Beneficially 111,000
Owned By Each
Reporting
Person With
------=========================================================
9 Sole Dispositive Power
-0-
------=========================================================
10 Shared Dispositive Power
111,000
- ---------======================================================================
11 Aggregate Amount Beneficially Owned By Each Reporting Person
111,000
- ---------======================================================================
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* [ ]
- ---------======================================================================
13 Percent of Class Represented by Amount in Row (11)
1.0%
- ---------======================================================================
14 Type of Reporting Person*
IA, CO
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5 of 19 Pages
<PAGE>
SCHEDULE 13D
===============================
CUSIP No. 098904105
===============================
- ---------======================================================================
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
John Zappettini
- ---------======================================================================
2 Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ X ]
- ---------======================================================================
3 SEC Use Only
- ---------======================================================================
4 Source of Funds*
AF
- ---------======================================================================
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
- ---------======================================================================
6 Citizenship or Place of Organization
United States of America
- ----------------------=========================================================
7 Sole Voting Power
-0-
------=========================================================
Number of 8 Shared Voting Power
Shares
Beneficially 524,800
Owned By Each
Reporting
Person With
------=========================================================
9 Sole Dispositive Power
-0-
------=========================================================
10 Shared Dispositive Power
524,800
- ---------======================================================================
11 Aggregate Amount Beneficially Owned By Each Reporting Person
524,800
- ---------======================================================================
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* [ ]
- ---------======================================================================
13 Percent of Class Represented by Amount in Row (11)
4.5%
- ---------======================================================================
14 Type of Reporting Person*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 6 of 19 Pages
<PAGE>
SCHEDULE 13D
===============================
CUSIP No. 098904105
===============================
- ---------======================================================================
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Patricia Love Anderson
- ---------======================================================================
2 Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ X ]
- ---------======================================================================
3 SEC Use Only
- ---------======================================================================
4 Source of Funds*
OO, PF
- ---------======================================================================
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
- ---------======================================================================
6 Citizenship or Place of Organization
United States of America
- ----------------------=========================================================
7 Sole Voting Power
1,500
------=========================================================
Number of 8 Shared Voting Power
Shares
Beneficially 111,000
Owned By Each
Reporting
Person With
------=========================================================
9 Sole Dispositive Power
1,500
------=========================================================
10 Shared Dispositive Power
111,000
- ---------======================================================================
11 Aggregate Amount Beneficially Owned By Each Reporting Person
112,500
- ---------======================================================================
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* [ ]
- ---------======================================================================
13 Percent of Class Represented by Amount in Row (11)
1.0%
- ---------======================================================================
14 Type of Reporting Person*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 7 of 19 Pages
<PAGE>
SCHEDULE 13D
===============================
CUSIP No. 098904105
===============================
- ---------======================================================================
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
C. Derek Anderson
- ---------======================================================================
2 Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ X ]
- ---------======================================================================
3 SEC Use Only
- ---------======================================================================
4 Source of Funds*
OO, AF, PF
- ---------======================================================================
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
- ---------======================================================================
6 Citizenship or Place of Organization
United States of America
- ----------------------=========================================================
7 Sole Voting Power
275,000
------=========================================================
Number of 8 Shared Voting Power
Shares
Beneficially 635,800
Owned By Each
Reporting
Person With
------=========================================================
9 Sole Dispositive Power
275,000
------=========================================================
10 Shared Dispositive Power
635,800
- ---------======================================================================
11 Aggregate Amount Beneficially Owned By Each Reporting Person
910,800
- ---------======================================================================
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* [ ]
- ---------======================================================================
13 Percent of Class Represented by Amount in Row (11)
7.9%
- ---------======================================================================
14 Type of Reporting Person*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 8 of 19 Pages
<PAGE>
This Amendment No. 1 to Schedule 13D amends the Schedule 13D initially
filed on October 14, 1997 (collectively, with all amendments thereto, the
"Schedule 13D").
Item 2. Identity and Background.
Item 2 of the Schedule 13D is amended and restated in its entirety as
follows:
(a) This statement is filed by (i) Plantagenet Capital Fund, L.P., a
Cayman Islands limited partnership ("Plantagenet"), with respect to the Shares
held by it; (ii) Plantagenet Capital Partners, L.P., a Cayman Islands limited
partnership ("PCP"), with respect to the Shares held by Plantagenet as listed in
(i) above; (iii) Plantagenet Capital Management, L.L.C., a Delaware limited
liability company ("PCMLLC"), with respect to the Shares held by Plantagenet as
listed in (i) above; (iv) Anderson Capital Management, Inc., a California
corporation ("ACM"), with respect to the Shares held by certain accounts managed
by ACM; (v) John Zappettini ("Zappettini") with respect to the Shares held by
Plantagenet as listed in (i) above; (vi) Patricia Love Anderson ("P. Anderson")
with respect to the Shares held by the accounts managed by ACM as listed in (iv)
above and the Shares held directly by P. Anderson; and (vii) C. Derek Anderson
("Anderson") with respect to Shares held by Anderson directly, the Shares held
by Plantagenet as listed in (i) above and the Shares held by the accounts
managed by ACM as listed in (iv) above. (Plantagenet, PCP, PCMLLC, ACM,
Zappettini, P. Anderson, and Anderson shall collectively be referred to
hereafter as the "Reporting Persons.")
The Shares reported hereby for Plantagenet are owned directly by it. Both
PCP, as the general partner of Plantagenet, and PCMLLC, as the general partner
of PCP, may be deemed to be the beneficial owner of the Shares held by
Plantagenet. Zappettini, as Managing Partner of PCMLLC, may be deemed to be the
beneficial owner of the Shares held by Plantagenet. P. Anderson, as President,
CEO and Director of ACM, may be deemed to be the beneficial owner of the Shares
held by the accounts managed by ACM in addition to the Shares held directly by
her. Anderson, as President and managing member of PCMLLC and as Chairman of the
Investment Committee and Director of ACM, may be deemed to be the
Page 9 of 19 Pages
<PAGE>
beneficial owner of the Shares held by Plantagenet and ACM in addition to the
Shares held directly by him. Each of PCP, PCMLLC, ACM and Zappettini hereby
disclaim any beneficial ownership of any such Shares. P. Anderson hereby
disclaims any beneficial ownership of any Shares other than the 1,500 Shares
held directly by her. Anderson hereby disclaims any beneficial ownership of any
Shares other than the 275,000 Shares held directly by him.
(b) The business address of each of the Reporting Persons is 220 Sansome
Street, Suite 400, San Francisco, California 94104.
(c) The principal occupation and business of each of the Reporting Persons
is as follows:
Plantagenet: Private investment fund engaged in the purchase and sale of
investments for its own account.
PCP: General Partner of Plantagenet
PCMLLC: General Partner of PCP
ACM: Investment Adviser to certain accounts managed by ACM
Zappettini: Managing Partner of PCMLLC
P. Anderson: President, CEO and Director of ACM
Anderson: President and managing member of PCMLLC; Chairman of the
Investment Committee and Director of ACM.
(d) None of the Reporting Persons have, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons have, during the last five years, been
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, was, or is subject to, a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) Zappettini, P. Anderson and Anderson are each citizens of the United
States of America.
Further information regarding the third director of ACM, Tracy Herrick, is
set forth on Appendix A hereto.
Page 10 of 19 Pages
<PAGE>
Item 3. Source and Amount of Funds and Other Consideration.
Item 3 of the Schedule 13D is amended and supplemented by the following:
The net investment cost (including commission) is $981,827.60 for the
524,800 Shares held by Plantagenet.
The consideration for such acquisitions of Shares purchased by Plantagenet
was obtained from the working capital contributed by the limited partners of the
partnership.
Item 4. Purpose of the Transaction.
Item 4 of the Schedule 13D is amended and restated in its entirety as
follows:
The purpose of the acquisition of the Shares is for investment, and the
acquisitions of the Shares by Plantagenet, the accounts managed by ACM and
Anderson were made in the ordinary course of business and were not made for the
purpose of acquiring control of the Company.
Plantagenet presently intends to acquire not more than 0.2% of the Shares
currently outstanding if any or all of such Shares are available at prices that
it deems appropriate. In addition, consistent with its investment purpose, each
Reporting Person at any time and from time to time may acquire additional Shares
or dispose of any or all of its Shares depending upon an ongoing evaluation of
the investment in the Shares, prevailing market conditions, other investment
opportunities, liquidity requirements of the Reporting Person and/or other
investment considerations. No Reporting Person has made a determination
regarding a maximum or minimum number of Shares which it may hold at any point
in time.
Anderson has filed in the U.S. Bankruptcy Court for the District of Utah,
Central Division, an adversary proceeding (the "Adversary Proceeding") against
one of the Company's senior creditors seeking a judgement declaring that senior
creditors are not entitled to any (or limited) post-petition interest. In the
Conditional Letter Agreement entered into by the Company, certain of its
creditors and the Bankruptcy Trustee, alternative treatment of the post-petition
interest was proposed. For further information on such alternative treatment or
the Conditional Letter Agreement, see the Form 8-K filed by the Company with the
Securities and Exchange Commission on or about January 5,
Page 11 of 19 Pages
<PAGE>
1998 or see the Conditional Letter Agreement filed by the Bankruptcy
Trustee with the Bankruptcy Court on December 31, 1997. As of the date of this
filing, the Bankruptcy Court has not rendered a decision in the matter of the
Adversary Proceeding, nor has it accepted or rejected the terms and conditions
set forth in the Conditional Letter Agreement. Anderson has engaged in and
intends to continue to engage in discussions with the Company, the Bankruptcy
Trustee, management of the Company, certain other creditors, and/or shareholders
regarding the treatment of the post-petition interest.
Also, consistent with their investment intent, the Reporting Persons may
engage in communications with one or more shareholders of the Company, one or
more creditors of the Company, one or more officers of the Company, and/or one
or more members of the board of directors of the Company regarding the Company,
including but not limited to its operations and the resolution of the bankruptcy
proceedings.
Except to the extent the foregoing may be deemed a plan or proposal, none
of the Reporting Persons has any plans or proposals which relate to, or could
result in, any of the matters referred to in paragraphs (a) through (j),
inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons
may, at any time and from time to time, review or reconsider their position
and/or change their purpose and/or formulate plans or proposals with respect
thereto.
Item 5. Interest in Securities of the Issues
Item 5 of the Schedule 13D is amended and restated in its entirety as
follows:
A. Plantagenet Capital Fund, L.P.
(a),(b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of
the cover page hereto for Plantagenet is incorporated herein
by reference. The percentage amount set forth in Row 13 of
such cover page and of each other cover page filed herewith is
calculated based upon the 11,600,000 Shares outstanding
reported by the Company in its Form 10Q for the period ended
June 30, 1997.
(c) The trade dates, number of Shares purchased or sold and the
price per Share for all purchases and sales of the Shares
entered into by Plantagenet in the past 60 days are set forth
on Schedule A hereto and are incorporated herein by reference.
All of such transactions were open-market transactions.
Page 12 of 19 Pages
<PAGE>
(d) PCP, as the general partner of Plantagenet, has the right to
receive and the power to direct the receipt of dividends from,
or the proceeds from the sale of, the Shares held by
Plantagenet. PCMLLC is the general partner of PCP. Zappettini
is Managing Partner of PCMLLC and Anderson is President and
managing member of PCMLLC.
(e) Not applicable.
B. Plantagenet Capital Partners, L.P.
(a),(b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of
the cover page hereto for PCP is incorporated herein by
reference.
(c) Not applicable.
(d) PCP, as the general partner of Plantagenet, has the right to
receive and the power to direct the receipt of dividends from,
or the proceeds from the sale of, the Shares held by
Plantagenet. PCMLLC is the general partner of PCP. Zappettini
is Managing Partner of PCMLLC and Anderson is President and
managing member of PCMLLC.
(e) Not applicable.
C. Plantagenet Capital Management, L.L.C.
(a),(b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of
the cover page hereto for PCMLLC is incorporated herein by
reference.
(c) Not applicable.
(d) PCP, as the general partner of Plantagenet, has the right to
receive and the power to direct the receipt of dividends from,
or the proceeds from the sale of, the Shares held by
Plantagenet. PCMLLC is the general partner of PCP. Zappettini
is Managing Partner of PCMLLC and Anderson is President and
managing member of PCMLLC.
(e) Not applicable.
D. Anderson Capital Management, Inc.
(a),(b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of
the cover page hereto for ACM is incorporated herein by
reference.
(c) There have been no transactions in the Shares in the prior 60
days.
(d) Both P. Anderson, as President, CEO and Director of ACM, and
Anderson, as Chairman of the Investment Committee and Director
of ACM, have the right to receive and the power to direct the
receipt of dividends from, or the proceeds from the sale of,
the Shares held by the accounts managed by ACM.
(e) Not applicable.
Page 13 of 19 Pages
<PAGE>
E. John Zappettini
(a),(b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of
the cover page hereto for Zappettini is incorporated herein by
reference.
(c) Not applicable.
(d) PCP, as the general partner of Plantagenet, has the right to
receive and the power to direct the receipt of dividends from,
or the proceeds from the sale of, the Shares held by
Plantagenet. PCMLLC is the general partner of PCP. Zappettini
is Managing Partner of PCMLLC and Anderson is President and
managing member of PCMLLC.
(e) Not applicable.
F. Patricia Love Anderson
(a),(b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of
the cover page hereto for P. Anderson is incorporated herein
by reference.
(c) P. Anderson has not consummated any transactions in the Shares
in the prior 60 days.
(d) Both P. Anderson, as President, CEO and Director of ACM, and
Anderson, as Chairman of the Investment Committee and Director
of ACM, have the right to receive and the power to direct the
receipt of dividends from, or the proceeds from the sale of,
the Shares held by the accounts managed by ACM.
(e) Not applicable.
G. C. Derek Anderson
(a),(b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of
the cover page hereto for C. Derek Anderson is incorporated
herein by reference.
(c) Anderson has not consummated any transaction in the Shares in
the prior 60 days.
(d) PCP, as the general partner of Plantagenet, has the right to
receive and the power to direct the receipt of dividends from,
or the proceeds from the sale of, the Shares held by
Plantagenet. PCMLLC is the general partner of PCP. Zappettini
is Managing Partner of PCMLLC and Anderson is President and
managing member of PCMLLC. Both P. Anderson, as President, CEO
and Director of ACM, and Anderson, as Chairman of the
Investment Committee and Director of ACM, have the right to
receive and the power to direct the receipt of dividends from,
or the proceeds from, the sale of the Shares held by the
accounts managed by ACM.
(e) Not applicable.
Page 14 of 19 Pages
<PAGE>
The Shares reported hereby for Plantagenet are owned directly by it. Both
PCP, as the general partner of Plantagenet, and PCMLLC, as the general partner
of PCP, may be deemed to be the beneficial owner of the Shares held by
Plantagenet. Zappettini, as Managing Partner of PCMLLC, may be deemed to be the
beneficial owner of the Shares held by Plantagenet. P. Anderson, as President,
CEO and Director of ACM, may be deemed to be the beneficial owner of the Shares
held by the accounts managed by ACM in addition to the Shares held directly by
her. Anderson, as President and managing member of PCMLLC and as Chairman of the
Investment Committee and Director of ACM, may be deemed to be the beneficial
owner of the Shares held by Plantagenet and ACM in addition to the Shares held
directly by him. Each of PCP, PCMLLC, ACM and Zappettini hereby disclaim any
beneficial ownership of any such Shares. P. Anderson hereby disclaims any
beneficial ownership of any Shares other than the 1,500 Shares held directly by
her. Anderson hereby disclaims any beneficial ownership of any Shares other than
the 275,000 Shares held directly by him.
Page 15 of 19 Pages
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: March 25, 1998
PLANTAGENET CAPITAL FUND, L.P.
By:PLANTAGENET CAPITAL PARTNERS, L.P.,
its General Partner
By:PLANTAGENET CAPITAL MANAGEMENT, L.L.C.,
its General Partner
By: /s/ C. Derek Anderson
Name: C. Derek Anderson
Title: Senior Managing Partner
PLANTAGENET CAPITAL PARTNERS, L.P.
By:PLANTAGENET CAPITAL MANAGEMENT, L.L.C.,
its General Partner
By: /s/ C. Derek Anderson
Name: C. Derek Anderson
Title: General Partner
PLANTAGENET CAPITAL MANAGEMENT, L.L.C.,
By: /s/ C. Derek Anderson
Name: C. Derek Anderson
Title: Senior Managing Partner
ANDERSON CAPITAL MANAGEMENT, INC.,
By: /s/ Patricia Love Anderson
Name: Patricia Love Anderson
Title: President & CEO
[Signatures continued to next page]
Page 16 of 19 Pages
<PAGE>
[Signatures continued from prior page]
/s/ Patricia Love Anderson
P. Love Anderson
/s/ John Zappettini
John Zappettini
/s/ C. Derek Anderson
C. Derek Anderson
Page 17 of 19 Pages
<PAGE>
Appendix A to the Schedule 13D
The following information is set forth with respect to Tracy Herrick,
Director of ACM:
Item 2.
(a) Tracy Herrick ("Herrick")
(b) Herrick's business address is 1150 University Avenue, Palo Alto, CA
94301.
(c) Herrick is a self-employed consultant.
(d),(e) The statements contained in Items 2(d) and (e) of the Schedule 13D
are incorporated herein with respect to Herrick.
(f) Herrick is a citizen of the United States of America.
Item 3.
As Herrick owns no Shares directly, there is no information to report
regarding the source and amount of funds for purchases. Information regarding
the source and amount of funds for purchases reported by ACM is contained in
Item 3 of the Schedule 13D.
Item 4.
The statements contained in Item 4 of the Schedule 13D are incorporated
herein with respect to Herrick.
Item 5.
(a) Herrick owns no Shares and disclaims any beneficial ownership of the
111,000 Shares reported herein by ACM that could be attributed to him through
his position as Director of ACM, or otherwise.
(b) See (a) above. Both P. Anderson, as President, CEO and Director of
ACM, and Anderson, as Chairman of the Investment Committee and Director of ACM,
have the right to receive and the power to direct the receipt of dividends from,
or the proceeds from the sale of, the Shares held by the accounts managed by
ACM.
(c) Neither Herrick nor ACM have undertaken any transactions in the Shares
in the prior 60 days.
(d) See (a) above.
(e) See (a) above.
Page 18 of 19 Pages
<PAGE>
SCHEDULE A
SHARE PURCHASES OF PLANTAGENET
NUMBER OF PRICE
TRADE DATE SHARES PURCHASED PER SHARE
(Including commission)
02/11/98 2,000 $1.75
02/11/98 4,500 $1.69
02/12/98 5,000 $1.75
02/12/98 12,000 $1.88
02/13/98 26,500 $1.94
02/19/98 50,000 $1.82
02/20/98 50,000 $1.87
03/03/98 13,000 $1.70
03/05/98 18,000 $1.63
03/05/98 5,500 $1.63
03/09/98 10,000 $1.56
03/10/98 6,200 $1.56
03/12/98 5,000 $1.56
03/16/98 5,000 $1.56
03/18/98 7,000 $1.56
03/18/98 20,000 $1.50
03/20/98 10,300 $1.50
Page 19 of 19 Pages
