UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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 31, 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 29 Pages
Exhibit Index Found on Page 26
<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 971,300
Owned By Each
Reporting
Person With
------=========================================================
9 Sole Dispositive Power
-0-
------=========================================================
10 Shared Dispositive Power
971,300
- ---------======================================================================
11 Aggregate Amount Beneficially Owned By Each Reporting Person
971,300
- ---------======================================================================
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* [ ]
- ---------======================================================================
13 Percent of Class Represented by Amount in Row (11)
8.4 %
- ---------======================================================================
14 Type of Reporting Person*
PN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 29 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 II, 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 552,500
Owned By Each
Reporting
Person With
------=========================================================
9 Sole Dispositive Power
-0-
------=========================================================
10 Shared Dispositive Power
552,500
- ---------======================================================================
11 Aggregate Amount Beneficially Owned By Each Reporting Person
552,500
- ---------======================================================================
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* [ ]
- ---------======================================================================
13 Percent of Class Represented by Amount in Row (11)
4.8%
- ---------======================================================================
14 Type of Reporting Person*
PN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 29 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 1,523,800
Owned By Each
Reporting
Person With
------=========================================================
9 Sole Dispositive Power
-0-
------=========================================================
10 Shared Dispositive Power
1,523,800
- ---------======================================================================
11 Aggregate Amount Beneficially Owned By Each Reporting Person
1,523,800
- ---------======================================================================
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* [ ]
- ---------======================================================================
13 Percent of Class Represented by Amount in Row (11)
13.1 %
- ---------======================================================================
14 Type of Reporting Person*
PN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 29 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 LLC
- ---------======================================================================
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 1,523,800
Owned By Each
Reporting
Person With
------=========================================================
9 Sole Dispositive Power
-0-
------=========================================================
10 Shared Dispositive Power
1,523,800
- ---------======================================================================
11 Aggregate Amount Beneficially Owned By Each Reporting Person
1,523,800
- ---------======================================================================
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* [ ]
- ---------======================================================================
13 Percent of Class Represented by Amount in Row (11)
13.1 %
- ---------======================================================================
14 Type of Reporting Person*
OO
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5 of 29 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 6 of 29 Pages
<PAGE>
SCHEDULE 13D
===============================
CUSIP No. 098904105
===============================
- ---------======================================================================
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
John J. 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 1,523,800
Owned By Each
Reporting
Person With
------=========================================================
9 Sole Dispositive Power
-0-
------=========================================================
10 Shared Dispositive Power
1,523,800
- ---------======================================================================
11 Aggregate Amount Beneficially Owned By Each Reporting Person
1,523,800
- ---------======================================================================
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* [ ]
- ---------======================================================================
13 Percent of Class Represented by Amount in Row (11)
13.1 %
- ---------======================================================================
14 Type of Reporting Person*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 7 of 29 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 8 of 29 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 1,638,800
Owned By Each
Reporting
Person With
------=========================================================
9 Sole Dispositive Power
245,000
------=========================================================
10 Shared Dispositive Power
1,638,800
- ---------======================================================================
11 Aggregate Amount Beneficially Owned By Each Reporting Person
1,883,800
- ---------======================================================================
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* [ ]
- ---------======================================================================
13 Percent of Class Represented by Amount in Row (11)
16.2 %
- ---------======================================================================
14 Type of Reporting Person*
IN
- ---------======================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 9 of 29 Pages
<PAGE>
This Amendment No. 3 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 Fund II, L.P., a Cayman Islands limited
partnership ("Plantagenet II"), with respect to the Shares held by it; (iii)
Plantagenet Capital Partners, L.P., a Cayman Islands limited partnership
("PCP"), with respect to the Shares held by Plantagenet and Plantagenet II as
listed in (i) and (ii) above; (iv) Plantagenet Capital Management LLC, a
Delaware limited liability company ("PCMLLC"), with respect to the Shares held
by Plantagenet and Plantagenet II as listed in (i) and (ii) above; (v) Anderson
Capital Management, Inc., a California corporation ("ACM"), with respect to the
Shares held by certain accounts managed by ACM; (vi) John J. Zappettini
("Zappettini") with respect to the Shares held by Plantagenet and Plantagenet II
as listed in (i) and (ii) above; (vii) Patricia Love Anderson ("P. Anderson")
with respect to the Shares held by the accounts managed by ACM as listed in (v)
above as well as the Shares held directly by P. Anderson; and (viii) C. Derek
Anderson ("Anderson") with respect to Shares held by Anderson directly, the
Shares held by Plantagenet and Plantagenet II as listed in (i) and (ii) above,
and the Shares held by the accounts managed by ACM as listed in (v) above.
(Plantagenet, Plantagenet II, 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. The
Shares reported hereby for Plantagenet II are owned directly by it. Both PCP, as
the general partner of each of Plantagenet and Plantagenet II, and PCMLLC, as
the sole general partner of PCP, may be deemed to be the beneficial owner of the
Shares held by Plantagenet and Plantagenet II. Zappettini, as Managing Partner
of PCMLLC, may be deemed to be the beneficial owner of the Shares held by
Plantagenet and Plantagenet II. P. Anderson, as President, CEO and
Page 10 of 29 Pages
<PAGE>
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, Plantagenet II, 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.
(b) The business address of each of the Reporting Persons is 220 Sansome
Street, Suite 460, 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.
Plantagenet II: Private investment fund engaged in the purchase and sale
of investments for its own account.
PCP: General Partner of each of Plantagenet and Plantagenet II
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.
Page 11 of 29 Pages
<PAGE>
(f) Zappettini, P. Anderson and Anderson are all citizens of the United
States of America.
Further information regarding the third director of ACM, Tracy Herrick, is
set forth on Appendix A hereto.
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 $182,375
for the 113,000 Shares acquired by Plantagenet since the filing of the prior
Schedule 13D and approximately $1,105,000 for the 552,500 Shares acquired by
Plantagenet II since the filing of the prior Schedule 13D.
The consideration for such acquisitions was obtained as follows: (i) with
respect to the Shares acquired by Plantagenet, from the working capital
contributed by the limited partners of the partnership and (ii) with respect to
the Shares acquired by Plantagenet II, 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, Plantagenet II, 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 any Reporting Person acquiring control of
the Company. The 552,500 shares acquired by Plantagenet II on August 12, 1998
(and reported herein) were acquired in conjunction with an agreement to purchase
claims, and Plantagenet II expects to exercise its right as the owner of such
interests in the Proceedings to vote on the Trustee's Plan for reorganizing the
Company. Plantagenet II has no current intention to vote for or against the Plan
because the terms of the proposed amendment to the Plan as currently believed to
be discussed by Indeck and the Trustee (see below) are not yet known by the
Reporting Persons.
Page 12 of 29 Pages
<PAGE>
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.
On July 2, 1998, the U.S. Bankruptcy Court for the District of Utah,
Central Division (the "Bankruptcy Court") approved the Trustee's disclosure
statement regarding the Trustee's Plan of Reorganization (the "Plan") for the
Company, and directed that the Disclosure Statement and Plan be submitted for
approval by claim holders and equity holders 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 Disclosure Statement 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 F. 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 Amendment No. 2 to the Schedule 13D filed on July 17, 1998, and
are incorporated herein by reference.
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.
Page 13 of 29 Pages
<PAGE>
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 had 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; 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);
iv) 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
v) 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. The Trustee has informed Anderson that
the terms initially proposed by Indeck are not acceptable to the Trustee, but
Anderson believes that negotiations between the Trustee and Indeck are ongoing.
Anderson supports Indeck's investment in the Company. Anderson expects to
continue to help facilitate the consummation of a transaction involving an
investment by Indeck.
On August 12, 1998, Plantagenet II purchased certain Class 5, Class 6 and
Class 9 claims from junior creditors in the Proceedings and, as a result of this
transaction, Plantagenet II will be able to direct the vote of such claims in
the Proceedings. If the Trustee's Amended Chapter 11 Plan for the Estate of
Bonneville Pacific Corporation, dated April 22, 1998, is approved, Plantagenet
II would receive, depending upon the valuation assigned to the Shares pursuant
to the Plan, between 144,928 and 177,217 Shares for the Class 5 and Class 6
Claims purchased in this transaction and between 124,121 and 124,127 Shares for
the Class 9 Claims purchased in this transaction. As of this date, the Reporting
Persons do not know if the Trustee's Plan will be approved or rejected. The
Page 14 of 29 Pages
<PAGE>
Reporting Persons may at any time, and from time to time, acquire certain claims
of other creditors in the Proceeding. The Reporting Persons may dispose of any
or all of claims they may have 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 claims 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 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. The Bankruptcy Court dismissed Anderson's Adversary
Proceeding, but Anderson has appealed the dismissal and that appeal is pending
in the United States District Court for the District of Utah. To Anderson's
knowledge, the Bankruptcy Court has not 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
Page 15 of 29 Pages
<PAGE>
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 Issuer
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 since the filing of the prior
Schedule 13D 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. Zappettini
is Managing Partner of PCMLLC and Anderson is President and
managing member of PCMLLC.
(e) Not applicable.
B. Plantagenet Capital Fund II, L.P.
(a),(b) The information set forth in Rows 7, 8, 9, 10, 11 and 13 of
the cover page hereto for Plantagenet II is incorporated
herein by reference.
(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 II since the filing of the prior
Schedule 13D are set forth on Schedule B hereto and are
incorporated herein by reference. The Shares deemed acquired
by Plantagenet II were acquired pursuant to a private
transaction entered into on July 31, 1998
Page 16 of 29 Pages
<PAGE>
between the Reporting Person and a third party. Settlement of
such transaction occurred on August 12, 1998. See Exhibit 5
for the Letter Agreement relating to such transaction.
(d) PCP, as the general partner of Plantagenet II, 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 II. 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 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 each of Plantagenet and
Plantagenet II, 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 and Plantagenet II.
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. Plantagenet Capital Management LLC
(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 each of Plantagenet and
Plantagenet II, 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 and Plantagenet II.
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.
E. 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) ACM has not consummated any transactions in the Shares since
the filing of the prior Schedule 13D .
Page 17 of 29 Pages
<PAGE>
(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.
F. John J. 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 each of Plantagenet and
Plantagenet II, 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 and Plantagenet II.
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.
G. 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
since the filing of the prior Schedule 13D .
(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.
H. 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 transactions in the Shares
since the filing of the prior Schedule 13D .
(d) PCP, as the general partner of each of Plantagenet and
Plantagenet II, 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 and Plantagenet II.
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,
Page 18 of 29 Pages
<PAGE>
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.
The Shares reported hereby for Plantagenet are owned directly by it. The
Shares reported hereby for Plantagenet II are owned directly by it. Both PCP, as
the general partner of each of Plantagenet and Plantagenet II, and PCMLLC, as
the sole general partner of PCP, may be deemed to be the beneficial owner of the
Shares held by Plantagenet and Plantagenet II. Zappettini, as Managing Partner
of PCMLLC, may be deemed to be the beneficial owner of the Shares held by
Plantagenet and Plantagenet II. 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, Plantagenet II, 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.
Item 6 of the Schedule 13D is amended and restated as follows:
Pursuant to the July 31 Letter Agreement pursuant to which Plantagenet II
acquired the 552,500 Shares reported herein, the seller of such Shares, Wexford
Management, LLC has agreed to exercise voting rights with respect to such Shares
on written instructions from Plantagenet II. See Exhibit 5 to the Schedule 13D
for a copy of such Letter Agreement.
Except as otherwise described above, including but not limited to the
discussion of Indeck's potential investment in the Company, requested changes in
the Plan, and the July 31 Letter
Page 19 of 29 Pages
<PAGE>
Agreement described in the previous paragraph, 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 as follows:
There is filed herewith as Exhibit 4 a written agreement relating to the
filing of joint acquisition statements as required by Rule 13d-1(f)(1) under the
Securities Exchange Act of 1934, as amended. There is filed herewith as Exhibit
5 the July 31 Letter Agreement as described above.
Page 20 of 29 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: August 12, 1998
PLANTAGENET CAPITAL FUND, L.P.
By: PLANTAGENET CAPITAL PARTNERS, L.P.,
its General Partner
By: PLANTAGENET CAPITAL MANAGEMENT LLC,
its General Partner
By:/s/ C. Derek Anderson
____________________________________
Name: C. Derek Anderson
Title: Sr. Managing Partner
PLANTAGENET CAPITAL FUND II, L.P.
By: PLANTAGENET CAPITAL PARTNERS, L.P.,
its General Partner
By: PLANTAGENET CAPITAL MANAGEMENT LLC,
its General Partner
By:/s/ C. Derek Anderson
____________________________________
Name: C. Derek Anderson
Title: Sr. Managing Partner
PLANTAGENET CAPITAL PARTNERS, L.P.
By: PLANTAGENET CAPITAL MANAGEMENT LLC,
its General Partner
By:/s/ C. Derek Anderson
____________________________________
Name: C. Derek Anderson
Title: Sr. Managing Partner
[Signatures continued to next page]
Page 21 of 29 Pages
<PAGE>
[Signatures continued from prior page]
PLANTAGENET CAPITAL MANAGEMENT LLC
By:/s/ C. Derek Anderson
____________________________________
Name: C. Derek Anderson
Title: Sr. Managing Partner
ANDERSON CAPITAL MANAGEMENT, INC.
By:/s/ Patricia Love Anderson
____________________________________
Name: Patricia Love Anderson
Title: President
/s/ Patricia Love Anderson
---------------------------------------
Patricia Love Anderson
/s/ John J. Zappettini
---------------------------------------
John J. Zappettini
/s/ C. Derek Anderson
----------------------------------------
C. Derek Anderson
Page 22 of 29 Pages
<PAGE>
Appendix A
to
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 23 of 29 Pages
<PAGE>
SCHEDULE A
PLANTAGENET CAPITAL FUND, L.P.
NUMBER OF SHARES
PURCHASED (P) PRICE
TRADE DATE OR SOLD (S) PER SHARE
(including commission)
07/20/98 5,000 (P) $1.63
07/22/98 20,000 (P) $1.63
07/22/98 5,000 (P) $1.63
07/23/98 10,000 (P) $1.63
07/23/98 12,000 (P) $1.63
07/27/98 15,300 (P) $1.63
07/29/98 9,000 (P) $1.63
07/30/98 4,500 (P) $1.63
07/31/98 2,200 (P) $1.63
08/03/98 4,000 (P) $1.63
08/04/98 15,000 (P) $1.63
08/06/98 5,000 (P) $1.50
08/11/98 5,000 (P) $1.50
Page 24 of 29 Pages
<PAGE>
SCHEDULE B
PLANTAGENET CAPITAL FUND II, L.P.
NUMBER OF SHARES
PURCHASED (P) PRICE
TRADE DATE OR SOLD (S) PER SHARE
(including commission)
07/31/98 552,500 (P) $2.00 (1)
- -----------
1 Attached as Exhibit 5 to the Schedule 13D is a copy of that certain
Letter Agreement, dated July 31, 1998, by which Plantagenet II purchased on
August 12, 1998, the 552,500 Shares referenced therein.
Page 25 of 29 Pages
<PAGE>
EXHIBIT INDEX
Exhibit 4 Joint Acquisition Statement
Exhibit 5 Letter Agreement
Page 26 of 29 Pages
<PAGE>
EXHIBIT 4
to
SCHEDULE 13D
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-(f)(1)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him, her or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the other entities or persons, except to the extent that he, she or
it knows or has reason to believe that such information is inaccurate.
Dated: August 12, 1998
PLANTAGENET CAPITAL FUND, L.P.
By: PLANTAGENET CAPITAL PARTNERS, L.P.,
its General Partner
By: PLANTAGENET CAPITAL MANAGEMENT LLC,
its General Partner
By: /s/ C. Derek Anderson
____________________________________
Name: C. Derek Anderson
Title: Sr. Managing Partner
PLANTAGENET CAPITAL FUND II, L.P.
By: PLANTAGENET CAPITAL PARTNERS, L.P.,
its General Partner
By: PLANTAGENET CAPITAL MANAGEMENT LLC,
its General Partner
By: /s/ C. Derek Anderson
____________________________________
Name: C. Derek Anderson
Title: Sr. Managing Partner
[Signatures continued to next page]
Page 27 of 29 Pages
<PAGE>
[Signatures continued from prior page]
PLANTAGENET CAPITAL PARTNERS, L.P.
By: PLANTAGENET CAPITAL MANAGEMENT LLC
its General Partner
By: /s/ C. Derek Anderson
____________________________________
Name: C. Derek Anderson
Title: Sr. Managing Partner
PLANTAGENET CAPITAL MANAGEMENT LLC
By: /s/ C. Derek Anderson
____________________________________
Name: C. Derek Anderson
Title: Sr. Managing Partner
ANDERSON CAPITAL MANAGEMENT, INC.
By: /s/ Patricia Love Anderson
____________________________________
Name: Patricia Love Anderson
Title: President
/s/ Patricia Love Anderson
---------------------------------------
Patricia Love Anderson
/s/ John J. Zappettini
---------------------------------------
John J. Zappettini
/s/ C. Derek Anderson
----------------------------------------
C. Derek Anderson
Page 28 of 29 Pages
<PAGE>
EXHIBIT 5
to
SCHEDULE 13D
WEXFORD MANAGEMENT LLC
411 West Putnam Avenue
Greenwich, CT 06830
(203) 862-7000
Direct Dial: 862-7012
Direct Fax: 862-7312
E-Mail: [email protected]
July 31, 1998
Derek Anderson
Plantagenet Capital L.P. [sic]
220 Sansome Street
Suite 460
San Francisco, Ca. 94104
Fax 415-433-6153
Bonneville Pacific Corporation
Dear Derek:
I am writing to confirm that Wexford Management LLC on behalf of its affiliated
investment funds ("Wexford") has agreed to sell, and Plantagenet Capital L.P.
[sic] ("Plantagenet") has agreed to purchase, 552,500 shares of Bonneville
Pacific Corporation common stock (the "Stock") at a price of $2 per share or a
total price of $1,105,000. Wexford will transfer title to and made [sic]
delivery of the Stock in the record name designated by Plantagenet upon receipt
by Wexford of the purchase price in immediately available funds. The parties
agree that settlement will be on August 12, 1998. In connection with this
agreement, Wexford will only exercise voting rights with respect to the Stock on
written instructions from Plantagenet.
Please confirm your agreement with the foregoing by executing and returning to
me a copy of this letter.
Sincerely,
/s/ Arthur H. Amron
Arthur H. Amron
General Counsel
ACCEPTED & AGREED
PLANTAGENET CAPITAL
By /s/ John J. Zappettini
John J. Zappettini
General Partner
Page 29 of 29 Pages
