UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
July 2, 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 36 Pages
Exhibit Index Found on Page 21
<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 858,300
Owned By Each
Reporting
Person With
------=========================================================
9 Sole Dispositive Power
-0-
------=========================================================
10 Shared Dispositive Power
858,300
- ---------======================================================================
11 Aggregate Amount Beneficially Owned By Each Reporting Person
858,300
- ---------======================================================================
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* [ ]
- ---------======================================================================
13 Percent of Class Represented by Amount in Row (11)
7.4 %
- ---------======================================================================
14 Type of Reporting Person*
PN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 36 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 858,300
Owned By Each
Reporting
Person With
------=========================================================
9 Sole Dispositive Power
-0-
------=========================================================
10 Shared Dispositive Power
858,300
- ---------======================================================================
11 Aggregate Amount Beneficially Owned By Each Reporting Person
858,300
- ---------======================================================================
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* [ ]
- ---------======================================================================
13 Percent of Class Represented by Amount in Row (11)
7.4 %
- ---------======================================================================
14 Type of Reporting Person*
PN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 36 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 858,300
Owned By Each
Reporting
Person With
------=========================================================
9 Sole Dispositive Power
-0-
------=========================================================
10 Shared Dispositive Power
858,300
- ---------======================================================================
11 Aggregate Amount Beneficially Owned By Each Reporting Person
858,300
- ---------======================================================================
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* [ ]
- ---------======================================================================
13 Percent of Class Represented by Amount in Row (11)
7.4 %
- ---------======================================================================
14 Type of Reporting Person*
OO
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 36 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 115,000
Owned By Each
Reporting
Person With
------=========================================================
9 Sole Dispositive Power
-0-
------=========================================================
10 Shared Dispositive Power
115,000
- ---------======================================================================
11 Aggregate Amount Beneficially Owned By Each Reporting Person
115,000
- ---------======================================================================
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 36 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 858,300
Owned By Each
Reporting
Person With
------=========================================================
9 Sole Dispositive Power
-0-
------=========================================================
10 Shared Dispositive Power
858,300
- ---------======================================================================
11 Aggregate Amount Beneficially Owned By Each Reporting Person
858,300
- ---------======================================================================
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* [ ]
- ---------======================================================================
13 Percent of Class Represented by Amount in Row (11)
7.4 %
- ---------======================================================================
14 Type of Reporting Person*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 6 of 36 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 115,000
Owned By Each
Reporting
Person With
------=========================================================
9 Sole Dispositive Power
1,500
------=========================================================
10 Shared Dispositive Power
115,000
- ---------======================================================================
11 Aggregate Amount Beneficially Owned By Each Reporting Person
116,500
- ---------======================================================================
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 36 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
245,000
------=========================================================
Number of 8 Shared Voting Power
Shares
Beneficially 973,300
Owned By Each
Reporting
Per.son With
------=========================================================
9 Sole Dispositive Power
245,000
------=========================================================
10 Shared Dispositive Power
973,300
- ---------======================================================================
11 Aggregate Amount Beneficially Owned By Each Reporting Person
1,218,300
- ---------======================================================================
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* [ ]
- ---------======================================================================
13 Percent of Class Represented by Amount in Row (11)
10.5 %
- ---------======================================================================
14 Type of Reporting Person*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 8 of 36 Pages
<PAGE>
This Amendment No. 2 to Schedule 13D amends the Schedule 13D initially
filed on October 14, 1997 (collectively, with all amendments thereto, the
"Schedule 13D").
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 approximately
$544,812.50 for the 333,500 Shares acquired by Plantagenet since the filing of
the prior Schedule 13D. The net investment cost (including commission) is
approximately $129,129.50 for the 115,000 Shares held by the accounts managed by
ACM.
The consideration for such acquisitions was obtained as follows: (i) with
respect to the Shares purchased by Plantagenet, from the working capital
contributed by the limited partners of the partnership; and (ii) with respect to
the Shares held by the accounts managed by ACM, from the working capital of such
accounts.
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, P.
Anderson and Anderson were made in the ordinary course of business and were not
made for the purpose of acquiring control of the Company.
Although no Reporting Person has any specific plan or proposal to acquire
or dispose of Shares, 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.
Page 9 of 36 Pages
<PAGE>
On July 2, 1998, the U.S. Bankruptcy Court for the District of Utah,
Central Division (the "Bankruptcy Court") approved the Trustee's Plan of
Reorganization (the "Plan") for the Company and the Disclosure Statement related
thereto, and directed that the Plan be submitted for approval by claimholders in
the Company's reorganization proceedings (the "Proceedings"). Immediately prior
to such date, on July 1, 1998, Anderson had sought to postpone the Bankruptcy
Court's decision to approve or disapprove the Plan by filing with the Court the
Ex Parte Motion of C. Derek Anderson Requesting Continuance of July 1, 1998
Hearing (the "Motion"). Anderson sought to obtain this postponement in order to
submit an alternative Plan of Reorganization. Although the Motion was not
granted, Anderson intends to continue to support the course of action laid out
in the Motion and in the two Declarations filed with the Motion, one by Tim
McParlan and one by Paul T. Bennett (the "McParlan Declaration" and the "Bennett
Declaration," respectively). The Motion, the McParlan Declaration and the
Bennett Declaration are attached as Exhibits 1-3, respectively, pursuant to
Section 7 of the Schedule 13D.
Anderson's support of such course of action is based on the following
facts. On June 29, 1998, Anderson introduced Indeck Energy Services, Inc.
("Indeck"), a developer, owner and operator of independent power projects (see
the McParlan Declaration for further information regarding Indeck), to the
Trustee appointed in the Proceedings as a potential strategic investor in the
Company. Anderson believes that Indeck and the Trustee are currently in
negotiations to discuss Indeck's potential infusion of at least $30,000,000 of
cash into the Company in exchange for controlling interest in the reorganized
Company.
Anderson is not a party to the negotiations between Indeck and the
Trustee. As set forth in the Bennett Declaration, Indeck has previously asked
the Trustee to amend the Plan to provide for:
i) Cash payment by Indeck of at least $30,000,000 for a majority equity
share of the reorganized Company in order to operate the Company
under a new business plan (final valuation subject to due
diligence);
ii) Seven member Company Board of Directors, four of whom would be
appointed by Indeck and three by minority Shareholders;
iii) Cancellation of existing Trustee and Treasury Shares;
Page 10 of 36 Pages
<PAGE>
iv) Cash payment in lieu of payment in Shares to Junior Creditors in the
Proceedings (such proposed cash payment to be equal to 60% of the
value of the stock settlement offered under the current Plan);
v) Voting on Plan confirmation by Class 11 (which class is comprised of
current Shareholders all of whom are currently not entitled to vote
on confirmation); and
vii) Reimbursement of fees and expenses to Indeck and Anderson.
See the Bennett Declaration for a more detailed discussion of the Plan
revisions requested as of June 30, 1998.
Anderson supports Indeck's investment in the Company (pursuant to the
terms and conditions discussed as of the date hereof) and the requested changes
to the Plan referenced above. Anderson expects to continue to help facilitate
the consummation of the above-described transaction.
Certain of the Reporting Persons are currently engaged in negotiations to
purchase certain claims of junior creditors in the Proceeding. The Reporting
Persons any time and from time to time may acquire such claims or certain claims
of other creditors in the Proceeding. The Reporting Persons may dispose of any
or all of such claims (if purchased) depending upon an ongoing evaluation of the
investment in the Company, prevailing market conditions, other investment
opportunities, liquidity requirements of the Reporting Person and/or other
considerations. No Reporting Person has made a determination regarding a maximum
or minimum amount of claim which it may hold at any point in time. If the
Reporting Persons do acquire any such creditor claims, such Reporting Persons
may be able to exercise any voting rights in the Proceedings associated with
such claims.
In addition, as reported in the prior Schedule 13D, Anderson has filed in
the Bankruptcy Court, an adversary proceeding (the "Adversary Proceeding")
against one of the Company's senior creditors seeking a judgment 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
Page 11 of 36 Pages
<PAGE>
on or about January 5, 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.
Also, consistent with their investment intent, the Reporting Persons have
engaged in and may continue to 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, one or more members of the board of directors of the
Company, the Trustee and/or Indeck regarding the Company, including but not
limited to the Company's operations, the Adversary Proceedings, the Conditional
Letter Agreement or 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 10-Q 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.
(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.
Page 12 of 36 Pages
<PAGE>
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.
E. John Zappettini
Page 13 of 36 Pages
<PAGE>
(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 purchase or sale of the
Shares in the prior 60 days. The transfer dates and number of
Shares transferred for all transactions in the prior 60 days
which were neither purchases nor sales are set forth on
Schedule B hereto and are incorporated herein by reference.
All of such transfers were transfers for no consideration to
members of Anderson's immediate family.
(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 36 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 245,000 Shares held directly by him.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Except as otherwise described above (including but not limited to the
discussion of Indeck's potential investment in the Company and requested changes
to the Plan), there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the Reporting Persons or between such
persons and any other person with respect to any securities of the Company,
including but not limited to transfer or voting of any securities of the
Company, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, divisions of profits or loss, or the giving or
withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
Item 7 of the Schedule 13D is amended and restated in its entirety as
follows:
Page 15 of 36 Pages
<PAGE>
There is filed herewith as Exhibit A the Motion, as Exhibit B the McParlan
Declaration and as Exhibit C the Bennett Declaration, each as described in Item
4 above.
Page 16 of 36 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: July 17, 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: Senior Managing 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 17 of 36 Pages
<PAGE>
[Signatures continued from prior page]
/s/ Patricia Love Anderson
---------------------------------------
Patricia Love Anderson
/s/ John Zappettini
---------------------------------------
John Zappettini
/s/ C. Derek Anderson
----------------------------------------
C. Derek Anderson
Page 18 of 36 Pages
<PAGE>
SCHEDULE A
PLANTAGENET CAPITAL FUND, L.P.
NUMBER OF SHARES
PURCHASED (P),
SOLD (S) OR PRICE
TRADE DATE TRANSFERRED (T) PER SHARE
(Including commission)
05/18/98 5,000 (P) $1.50
05/21/98 5,000 (P) $1.50
05/26/98 14,000 (P) $1.50
06/30/98 5,000 (P) $1.50
07/01/98 10,000 (P) $1.69
07/01/98 14,500 (P) $1.75
07/02/98 50,000 (P) $1.75
07/07/98 100,000 (P) $1.69
07/07/98 25,000 (P) $1.50
07/13/98 20,000 (P) $1.63
07/14/98 10,000 (P) $1.56
07/14/98 25,000 (P) $1.63
Page 19 of 36 Pages
<PAGE>
SCHEDULE B
C. DEREK ANDERSON
NUMBER OF SHARES
PURCHASED (P),
SOLD (S) OR PRICE
TRADE DATE TRANSFERRED (T) PER SHARE
(Including commission)
06/05/98 5,000 (T) N/A (1)
06/05/98 5,000 (T) N/A (1)
07/08/98 5,000 (T) N/A (1)
07/10/98 5,000 (T) N/A (1)
07/10/98 5,000 (T) N/A (1)
- -----------
1 All of such transfers were consummated for no consideration between
Anderson and members of Anderson's immediate family.
Page 20 of 36 Pages
<PAGE>
EXHIBIT INDEX
EXHIBIT A Motion
EXHIBIT B McParlan Declaration
EXHIBIT C Bennett Declaration
Page 21 of 36 Pages
<PAGE>
EXHIBIT A
TO
SHEDULE 13D
GOLD BENNETT & CERA LLP
PAUL F. BENNETT (State Bar #63318)
GEORGE S. TREVOR (State Bar #127875)
GARY GARRIGUES (State Bar #148667)
595 Market Street, Suite 2300
San Francisco, California 94105
Telephone: (415) 777-2230
Facsimile: (415) 777-5189
NEILSEN & SENIOR
NOEL S. HYDE
110 Eagle Gate Tower
60 East South Temple
Salt Lake City, Utah 84111
Telephone: (801) 532-1900
Attorneys for Equityholder
C. Derek Anderson
- ------------------------------------------------------------------------------
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF UTAH, CENTRAL DIVISION
- ------------------------------------------------------------------------------
In re BONNEVILLE PACIFIC ) Bankruptcy No. 91A-27701
CORPORATION, ) (Chapter 11)
)
Debtor )
)
)
- ------------------------------------------------------------------------------
EX PARTE MOTION OF C. DEREK ANDERSON
REQUESTING CONTINUANCE OF JULY 1, 1998 HEARING
Page 22 of 36 Pages
<PAGE>
I.
FACTUAL STATEMENT
C. Derek Anderson ("Anderson") is a substantial holder of
Bonneville-Pacific Corporation ("Bonneville" or "Debtor") common stock.1 On June
3, 1998, Roger G. Segal, the acting Chapter 11 Trustee for Bonneville (the
"Trustee"), requested a continuance of the hearing on the Trustee's Disclosure
Statement to July 1, 1998. Following the June 3, 1998 hearing, Anderson
continued working on alternatives to the Trustee's Plan, including negotiations
with a third party interested in making substantial equity investment into
Bonneville. Such negotiations have resulted in a proposal made to the Trustee on
June 30, 1998 by Indeck Energy Services, Inc. ("Indeck") to invest at least $30
million Bonneville and to acquire a controlling interest in the reorganized
debtor.
Indeck is one of a group of Indeck companies that provide equipment,
operates and provides service support in the power industry. See Declaration of
Tim McParlan ("McParlan Declaration"). Indeck has over thirty-five (35) years
experience in the power industry. Indeck developed and currently owns twelve
(12) co-generation projects located in the United States, Canada, Central and
South America, and Great Britain. Theses projects have a combined capacity of
approximately 950MW. Other Indeck affiliated companies include Indeck Power
Equipment, Indeck Operations, Inc., and Indeck Capital, Inc. See Exhibit "A" to
McParlan Declaration. Indeck's executive offices are located in Buffalo Grove,
Illinois, near Chicago.
- --------
1/ As of June 30, 1998, Anderson or entities affiliated with Anderson directly
or indirectly held or controlled almost 1,000,000 shares of Bonneville common
stock.
(INDECK PLAN) EX PARTE MOTION OF C. DEREK ANDERSON REQUESTING CONTINUANCE OF
JULY 1, 1998 HEARING ON APPROVAL OF TRUSTEE'S AMENDED DISCLOSURE STATEMENT
1
Page 23 of 36 Pages
<PAGE>
During the week of June 29, 1998, Indeck executives began to conduct a
review of Bonneville's operations and business prospects at Bonneville's offices
in Salt Lake City. On June 29, 1998, Messrs. McParlan and Anderson met with the
Trustee to express Indeck's strong interest in making a substantial equity
investment in Bonneville. As a result of Indeck's review of Bonneville and their
discussions with Anderson and the Trustee, Indeck has committed to making an
investment of at least $30 million in Bonneville. Indeck's commitment, however,
is subject to certain changes being made in the Proposed Plan of Reorganization.
Anderson, working with his counsel and Indeck is preparing a plan of
reorganization ("Indeck Plan") that incorporates the Indeck equity contribution.
The Indeck Plan will be substantially similar to the Trustee's Proposed Plan of
Reorganization. Under the Indeck Plan, the treatment of Classes 1-4 will remain
the same as in the Trustee's present Plan. Classes 5-10 will receive cash
instead of stock as proposed in the Trustee's current Plan. Indeck, as noted
above, will make a substantial equity investment in the reorganized debtor and,
in return, receive a controlling interest in the company. Current equityholders
in Bonneville will continue to hold their shares in the reorganized debtor.
The Indeck Plan will result in significant value to current equityholders
while paying in full all senior classes and providing for substantial cash
payments to junior classes. It will also result in a reorganized Bonneville
infused with sufficient working capital and a team of experienced executives in
the power industry. Such a plan is in the best interest of all claim holders in
Bonneville.
II.
RELIEF REQUESTED
Anderson requests a continuance of the hearing on approval of any
Disclosure Statement by twenty-one (21) days - from July 1, 1998 to July 22,
1998. Such a continuance
(INDECK PLAN) EX PARTE MOTION OF C. DEREK ANDERSON REQUESTING CONTINUANCE OF
JULY 1, 1998 HEARING ON APPROVAL OF TRUSTEE'S AMENDED DISCLOSURE STATEMENT
2
Page 24 of 36 Pages
<PAGE>
is necessary so that the Indeck Plan can be finalized to reflect the Indeck
investment in Bonneville, described Indeck's proposed business plan for the
reorganized debtor, and make any further disclosures necessary as a result of
Indeck obtaining control over Bonneville. Work on the Indeck Plan is presently
underway.
Anderson proposes that the Indeck Plan of Reorganization and Disclosure
Statement for such Plan be filed with the Court and served on all interested
parties by July 14, 1998. Objections, if any, to all Indeck Disclosure
Statements should be filed by no later than July 20, 1998. The hearing on
approval of all submitted Disclosure Statements would be held on July 22, 1998
at a time determined by the Court.
A proposed form of order is submitted with this motion.
Dated: July 1, 1998 Respectfully submitted,
GOLD BENNETT & CERA LLP
-and-
NEILSEN & SENIOR
By : /s/ Paul F. Bennett
------------------------------
Paul F. Bennett
Attorneys for Equityholder
C. Derek Anderson
(INDECK PLAN) EX PARTE MOTION OF C. DEREK ANDERSON REQUESTING CONTINUANCE OF
JULY 1, 1998 HEARING ON APPROVAL OF TRUSTEE'S AMENDED DISCLOSURE STATEMENT
3
Page 25 of 36 Pages
<PAGE>
CERTIFICATE OF HAND DELIVERY
I HEREBY CERTIFY on this 1st day of July, 1998, I caused to be hand
delivered a true and correct copy of the foregoing Ex Parte Motion of C. Derek
Anderson Requesting Continuance of July 1, 1998 Hearing to the
following:
Roger G. Segal
Vernon L. Hopkinson
COHNE, RAPPAPORT & SEGAL
525 East First South
Fifth Floor
Salt Lake City, UT 84102
Jeffrey L. Shields
CALLISTER, NEBEKER & McCULLOUGH
10 East South Temple, Suite No. 800
Salt Lake City, UT 84111
/s/ [Illegible]
-----------------------------
(INDECK PLAN) EX PARTE MOTION OF C. DEREK ANDERSON REQUESTING CONTINUANCE OF
JULY 1, 1998 HEARING ON APPROVAL OF TRUSTEE'S AMENDED DISCLOSURE STATEMENT
4
Page 26 of 36 Pages
<PAGE>
GOLD BENNETT & CERA LLP
PAUL F. BENNETT (State Bar #63318)
GEORGE S. TREVOR (State Bar #127875)
GARY GARRIGUES (State Bar #148667)
595 Market Street, Suite 2300
San Francisco, California 94105
Telephone: (415)777-2230
Facsimile: (415)777-5189
NEILSEN & SENIOR
NOEL S. HYDE
1100 Eagle Gate Tower
60 East South Temple
Salt Lake City, Utah 84111
Telephone: (801)532-1900
Attorneys for Equityholder
C. Derek Anderson
- ------------------------------------------------------------------------------
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF UTAH, CENTRAL DIVISION
- ------------------------------------------------------------------------------
In re BONNEVILLE PACIFIC ) Bankruptcy No. 91A-27701
CORPORATION, ) (Chapter 11)
)
Debtor )
)
)
- ------------------------------------------------------------------------------
[PROPOSED] ORDER CONTINUING JULY 1, 1998 HEARING
Page 27 of 36 Pages
<PAGE>
Having considered equityholder C. Derek Anderson's Ex Parte Motion
Requesting Continuance of the July 1, 1998 Hearing on Approval of Disclosure
Statements and good cause appearing thereon, it is hereby ordered:
1. The hearing on approval of the Disclosure Statements filed by Trustee
Roger Segal and Wexford, set for July 1, 1998 at 2:00 p.m., is continued to July
22, 1998 at _____________;
2. The Indeck Disclosure Statement shall be filed on July 14, 1998;
3. Objections, if any, to the Indeck Disclosure Statement shall be
filed and served on or before July 20, 1998.
4. A hearing on the approval of all Disclosure Statements shall be
held on July 22, 1998 at _____________;
IT IS SO ORDERED.
------------------------------
John H. Allen
United States Bankruptcy Judge
(INDECK PLAN) [PROPOSED] ORDER CONTINUING JULY 1, 1998 HEARING ON APPROVAL OF
TRUSTEE'S AMENDED DISCLOSURE STATEMENT TO JULY 22, 1998
-1-
Page 28 of 36 Pages
<PAGE>
EXHIBIT B
TO
SCHEDULE 13D
GOLD BENNETT & CERA LLP
PAUL F. BENNETT (State Bar #63318)
GEORGE S. TREVOR (State Bar #127875)
GARY GARRIGUES (State Bar #148667)
595 Market Street, Suite 2300
San Francisco, California 94105
Telephone: (415) 777-2230
Facsimile: (415) 777-5189
NEILSEN & SENIOR
NOEL S. HYDE
110 Eagle Gate Tower
60 East South Temple
Salt Lake City, Utah 84111
Telephone: (801) 532-1900
Attorneys for Equityholder
C. Derek Anderson
- ------------------------------------------------------------------------------
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF UTAH, CENTRAL DIVISION
- ------------------------------------------------------------------------------
In re BONNEVILLE PACIFIC ) Bankruptcy No. 91A-27701
CORPORATION, ) (Chapter 11)
)
Debtor )
)
)
- ------------------------------------------------------------------------------
DECLARATION OF TIM McPARLAN IN SUPPORT OF
C. DEREK ANDERSONS' [sic] EX PARTE MOTION REQUESTING
CONTINUANCE OF JULY 1, 1998 HEARING
Page 29 of 36 Pages
<PAGE>
I, Thomas McParlan, declare as follows:
1. I am a senior executive with Indeck Energy Services, Inc., located in
Buffalo Grove, Illinois. I make this declaration based upon my own personal
knowledge and could, if called to do so, testify competently to the facts stated
herein.
2. Indeck Energy Services, Inc. is part of the Indeck group of companies.
The Indeck group of companies provide equipment and service support to the power
industry. Indeck has operated in the power industry since 1960. Indeck Energy
Services, Inc. ("Indeck") develops co-generation projects. Indeck has developed,
placed in service, and/or owns twelve (12) facilities with a combined capacity
of approximately 950MW. Indeck is a leading developer, owner and operator of
independent power projects in the United States, Canada, and Great Britain. See
Exhibit "A" attached hereto which describes the affiliates of the Indeck group
of companies.
3. In May 1998, I was contracted by C. Derek Anderson regarding Bonneville
Pacific Corp. ("Bonneville"). I was advised that Mr. Anderson was a shareholder
of Bonneville, and that the Chapter 11 Trustee of Bonneville was proposing a
Plan of Reorganization in the United States Bankruptcy Court. Mr. Anderson asked
if Indeck was interested in operating or making an equity investment in
Bonneville. On June 18, 1998, I traveled to San Francisco along with William
Felts, senior vice president of business development for Indeck and our
investment advisor and in-house counsel. In San Francisco, we met with Mr.
Anderson and his advisors and expressed our interest in going forward with a
possible investment in Bonneville.
4. During the week of June 22, 1998, Indeck's senior executives continued
their review of Bonneville's businesses. From that review, Indeck determined
that it was interested in going forward with a possible investment in
Bonneville. After reviewing proposed terms prepared by Mr. Anderson, I met with
Bonneville's Trustee, Roger Segal, and Mr. Anderson, on June 29, 1998 in Salt
Lake City. At that meeting, I advised Mr. Segal that Indeck was
DECLARATION OF TIM MCPARLAN IN SUPPORT OF C. DEREK ANDERSON'S EX PARTE MOTION
FOR CONTINUANCE OF JULY 1, 1998 HEARING
-2-
Page 30 of 36 Pages
<PAGE>
very interested in going forward with a proposed investment in Bonneville and
working with Anderson, the Trustee, and other interested parties in preparing a
revised Plan of Reorganization for Bonneville.
5. I have had Mr. Anderson forward to the Trustee Indeck's proposal terms
for an investment in Bonneville. The proposal by Indeck provides for a cash
payment of at least $30 million in return for a minimum of fifty-one percent
(51%) of the outstanding common stock of the reorganized debtor subject to
further due diligence. The treatment of all senior creditors (Classes 1-4) shall
be in accordance with the Trustee's presently proposed Plan. No change shall be
made in the amount of allowed claims in Classes 5-10. However, treatment of
these claims shall be different under Indeck's proposal since these classes will
be paid in cash, funded from Indeck's cash contribution, instead of stock in the
reorganized debtor. Bonneville's status as a public company will be retained and
Indeck will appoint four (4) of its seven (7) directors. The minority
shareholders shall appoint three (3) of the directors in the reorganized debtor.
6. Indeck is currently preparing a Business Plan for the reorganized
debtor and working with Mr. Anderson to prepare an amended plan to reflect the
Indeck proposal.
I declare under penalty of perjury under the laws of the United States of
America that the foregoing is true and correct and that this declaration is
executed on the 1st day of July, 1998 in Buffalo Grove, Illinois.
/s/ Thomas McParlan
-------------------------------
Thomas McParlan
DECLARATION OF TIM MCPARLAN IN SUPPORT OF C. DEREK ANDERSON'S EX PARTE MOTION
FOR CONTINUANCE OF JULY 1, 1998 HEARING
-3-
Page 31 of 36 Pages
<PAGE>
[Exhibit A to Declaration of Tim McParlan
in Support of C.Derek Anderson's Ex Parte Motion
Requesting Continuance of July 1, 1998 Hearing]
[INDECK Logo] INDECK GROUP OF COMPANIES
The Indeck Group of Companies provide equipment and service support to the power
industry. Indeck capitalizes on the experience and strength of our affiliates to
offer a full spectrum of knowledge.
Equipment
INDECK POWER EQUIPMENT was formed in 1960 to purchase, recondition and resell
industrial package boilers. It has since expanded to include rental of emergency
steam and electric generating equipment, as well as, sale of new industrial
boilers and water treatment equipment. Indeck Power Equipment has the largest
fleet of rental steam generators in North America.
Project Development
INDECK ENERGY SERVICES, INC. was formed in 1985 to develop cogeneration
projects. It has developed, placed in service, and owns twelve facilities with a
combined capacity of approximately 950MW. Indeck Energy Services is a leading
developer, owner, and operator of independent power projects in the United
States, Canada, Central and South America, and Great Britain.
Operations
INDECK OPERATIONS, INC. was formed in 1991 to consolidate the operating
activities at cogeneration plants owned by Indeck Energy Services and pursue
operating and maintenance agreements for other facilities. Presently, IOI
employs personnel at twelve power generating plants in the US and Central
America with a total capacity of 580MW. IOI also has a roving maintenance
service group that performs maintenance on heavy frame industrial gas turbines.
Financial
INDECK CAPITAL, INC. was formed in 1994 to take advantage of the restructuring
of the electric power industry in the United States power market. Through its
Indeck North American Power Fund and the family of Energy Investor Funds, Indeck
Capital manages equity investments in energy related assets totaling over $2
billion worldwide. The funds invest in power and non-power related assets from
the development stage through projects which are commercially operational.
For more information contact Indeck at 800/275-5658 600 North
Buffalo Grove Road, Suite 300 o Buffalo Grove, IL 60089
Page 32 of 36 Pages
<PAGE>
EXHIBIT C
TO
SCHEDULE 13D
GOLD BENNETT & CERA LLP
PAUL F. BENNETT (State Bar #63318)
GEORGE S. TREVOR (State Bar #127875)
GARY GARRIGUES (State Bar #148667)
595 Market Street, Suite 2300
San Francisco, California 94105
Telephone: (415)777-2230
Facsimile: (415)777-5189
NEILSEN & SENIOR
NOEL S. HYDE
1100 Eagle Gate Tower
60 East South Temple
Salt Lake City, Utah 84111
Telephone: (801)532-1900
Attorneys for Equityholder
C. Derek Anderson
- ------------------------------------------------------------------------------
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF UTAH, CENTRAL DIVISION
- ------------------------------------------------------------------------------
In re BONNEVILLE PACIFIC ) Bankruptcy No. 91A-27701
CORPORATION, ) (Chapter 11)
)
Debtor )
)
)
- ------------------------------------------------------------------------------
DECLARATION OF PAUL F. BENNETT IN SUPPORT OF
EX PARTE MOTION OF C. DEREK ANDERSON FOR
CONTINUANCE OF JULY 1, 1998 HEARING
Page 33 of 36 Pages
<PAGE>
I, Paul F. Bennett, declare as follows:
1. I am an attorney at law, admitted to practice pro hac vice before this
Court. I represent C. Derek Anderson, an equityholder in Bonneville Pacific
Corp.
2. Attached hereto as Exhibit "A" is a true and correct copy of a letter
dated June 30, 1998 sent by facsimile transmission to Roger Segal, Chapter 11
Trustee for Bonneville Pacific Corp. from C. Derek Anderson. Attached to this
letter is a proposal prepared by Mr. Anderson and Indeck regarding a cash
investment by Indeck Energy Services, Inc. of at least $30 million in Bonneville
Pacific Corp. The proposal also requests certain changes in the Trustee's
Proposed Plan of Reorganization for Bonneville Pacific Corporation based upon
Indeck's proposed cash investment.
I declare under penalty of perjury under the laws of the United States of
America that the foregoing is true and correct and that this declaration is
executed on the 30th day of June, 1998 in San Francisco, California.
/s/ Paul F. Bennett
----------------------------
Paul F. Bennett
DECLARATION OF PAUL F. BENNETT IN SUPPORT OF EX PARTE MOTION
-2-
Page 34 of 36 Pages
<PAGE>
[Exhibit A to Declaration of Paul F. Bennett
in Support of Ex Parte Motion of C. Derek Anderson for
Continuance of July 1, 1998 Hearing]
[Letterhead of Plantagenet Capital Management LLC]
June 30, 1998
Roger G. Segal, Esq.
Trustee for Bonneville Pacific Corp. Sent via Facsimile
c/o Cohen Rappaport & Segal, PC
525 E. 100 South, 5th Floor
Salt Lake City, UT 84102
Dear Roger:
Pursuant to our meeting of yesterday and my telephone call with you this
morning, I am enclosing a proposal by Indeck Energy Service [sic], Inc.
("Indeck") for the reroganization [sic] of Bonneville Pacific Corporation.
As we have discussed, Indeck has tracked the current Trustee's plan with respect
to the treatment of senior creditors. With respect to junior creditors, the
Indeck proposal calls for an all cash payment of 60% of the estimated stock
value under the current plan. Additionally, under its proposal, Indeck will
invest at least $30 million for a majority equity stake in the reorganized
debtor. Further due diligence is requested.
This proposal can be easily adopted by the Trustee into an amended Trustee's
plan. It will have the support of senior creditors and it will have the support
of equityholders in light of the increased long-term value of the company.
Further, this plan would result in significant working capital to be available
to the corporation to expand its business. The growth of the business would not
be constrained in any way by the lack of capital. In addition, Indeck allows for
you, as Trustee, to maximize value for all stakeholders in order to timely
resolve this bankruptcy with only a short continuance needed to amend your plan.
I have enclosed a schedule of the general terms of the Indeck proposal that has
been signed off by Indeck. This commitment from Indeck allows you to move
forward at the July 1, 1998 hearing to seek a short delay in the circulation of
the Trustee's disclosure statement.
Please advise me immediately as to whether or not you will support a continuance
so that Indeck and you will be able to amend the Trustee's plan in accordance
with the Indeck proposal.
Regards,
/s/ C. Derek Anderson
C. Derek Anderson
Senior Managing Partner
CDA:jz
Enclosures
cc: Paul F. Bennett, Esq.
Tim McParlan, Indeck Energy Services, Inc.
William L. Felts, Indeck Energy Services, Inc.
Page 35 of 36 Pages
<PAGE>
Bonneville Pacific Corporation
INDECK Proposal
Request Trustee to amend his Plan of Reorganization as follows:
1. No change in amount of claims allowed; only in treatment
2. Cash payment and all other financial considerations to Senior Creditors in
accordance with current Trustee's Plan
3. Cash payment to Junior Creditors equal to 60% of value of stock settlement
under current Plan proposal
4. Cash payment by Indeck of at least $30 million for a majority equity share
of reorganized debtor in order to operate the company under a new business
plan (final valuation subject to due diligence)
5. Trustee and Treasury shares cancelled
6. Public company status required
7. Four seats of Board of Directors appointed by INDECK
8. Three seats of Board of Directors appointed by minority shareholders
9. Class 11 votes on Plan Confirmation
10. Reimbursement of fees and expenses to INDECK and Anderson
- -------------------------------------------------------------------------------
Class Allowed Treatment Cash and Treatment Cash
Claim under Stock value under payment
under current under INDECK's under
current Trustee's current Proposal INDECK's
Trustee's Plan Trustee's Proposal (1)
Plan Plan
- -------------------------------------------------------------------------------
Admin Range Cash $5 - $15 Same $5 - $15
million million
- -------------------------------------------------------------------------------
1 100% Cash 5,826 Same 5,826
- -------------------------------------------------------------------------------
2 100% Cash 46,715,784 Same 46,715,784
- -------------------------------------------------------------------------------
3 100% Cash 3,931,822 Same 3,931,822
- -------------------------------------------------------------------------------
4 100% Cash 64,750,169 Same 64,750,169
Principal
- -------------------------------------------------------------------------------
4 Interest Cash 28,814,854 Same 28,814,854
from
Petition
date
- -------------------------------------------------------------------------------
5 100% Stock 5,500,000 Cash (60%) 3,300,000
- -------------------------------------------------------------------------------
6 70% of Stock 7,000,000 Cash (60%) 4,200,000
original
Claim
- -------------------------------------------------------------------------------
7 26% of Stock 725,000 Cash (60%) 435,000
original
Claim
- -------------------------------------------------------------------------------
8 10% of Stock 894,500 Cash (60%) 536,700
original
Claim
- -------------------------------------------------------------------------------
9 57% of Stock 18,810,000 Cash (60%) 11,286,000
original
Claim (2)
- -------------------------------------------------------------------------------
10 57% of Stock 6,270,000 Cash (60%) 3,762,000
original
Claim (2)
- -------------------------------------------------------------------------------
(1) Distribution Date for above is 12/31/97; actual interest to be
adjusted accordingly.
(2) Midpoint of 57% for Classes 9 and 10 depending on actual
Administrative Claims paid.
CONFIDENTIAL Approved by INDECK /s/ W L Felts
Prepared 6/30/98
Page 36 of 36 Pages
<PAGE>
