UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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)
August 20, 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 45 Pages
Exhibit Index Found on Page 19
<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*
N/A
- ---------======================================================================
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 45 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*
N/A
- ---------======================================================================
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 45 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*
N/A
- ---------======================================================================
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 45 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*
N/A
- ---------======================================================================
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 45 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*
N/A
- ---------======================================================================
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 45 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*
N/A
- ---------======================================================================
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 45 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*
N/A
- ---------======================================================================
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 45 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*
N/A
- ---------======================================================================
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 45 Pages
<PAGE>
This Amendment No. 4 to Schedule 13D amends the Schedule 13D initially
filed on October 14, 1997 (collectively, with all amendments thereto, the
"Schedule 13D")
Item 4. Purpose of the Transaction.
Item 4 of the Schedule 13D is amended as follows:
On August 20, 1998, Anderson, on behalf of the Reporting Persons, entered
into a Stipulation (the "Stipulation") with the Company's Trustee pursuant to
which, among other items:
(A) the Reporting Persons
(i) withdrew a previously-submitted objection to the confirmation
of the Trustee's Plan of Reorganization (the "Plan") and consented
to an order (consistent with the terms of the Stipulation) which
confirmed the Plan (1);
(ii) changed their previously-submitted votes to reject the Plan (as
submitted on or about August 17, 1998 with respect to all claim
owned or controlled by them) to reflect a vote to accept the Plan;
and
(iii) agreed to submit, upon the Distribution Date (as defined in
the Plan) and subject to the Trustee having complied with the
Stipulation, a motion to the United States District Court for the
District of Utah requesting that the Adversary Proceedings be
dismissed with prejudice; and
(B) The Trustee
(i) agreed to pay the Reporting Persons $150,000; and
(ii) selected Harold H. Robinson III to serve as a member of the
Board of Directors of the reorganized Company.
Mr. Harold H. Robinson III has been a member of an advisory board to PCP
since 1996, and
- -----------
1 The objection had previously been filed with the U.S. Bankruptcy Court
for the District of Utah, Central Division (the "Bankruptcy Court") on August
14, 1998, by Gold Bennett & Cera LLP and Neilson & Senior Anderson, on behalf of
Anderson (the "Objection"). The Objection claimed that the Plan should not be
confirmed because equity holders are an impaired class under the Plan and should
therefore be entitled to vote, because the more than 11,000,000 Shares held by
the Trustee and Portland General should be classified separately from other
equity holders for purposes of Plan voting, and because the Disclosure Statement
demonstrates that the Plan is not feasible. The objection states that the Plan
is not feasible because, inter alia, the Plan (a) "contrary to law, proposes to
pay from the Debtor (the Company) more than $45,000,000 in post-petition
interest to unsecured creditors" and (b) "proposes to leave the reorganized
debtor (the Company) with virtually no working capital, requirements for
substantial funds from financing and guarantees on subsidiary indebtedness of
almost $30,000,000." See Exhibit 6 for the full text of the Objection.
Page 10 of 45 Pages
<PAGE>
was designated by the Reporting Persons, in conjunction with the Stipulation, as
the remaining person to be selected by the Trustee as a member of the
reorganized Board of Directors. (2)
For more complete information regarding the terms and conditions of the
Stipulation, see the text of the Stipulation, as filed as Exhibit 7 to the
Schedule 13D. The Stipulation, as well as the Plan, was approved by the
Bankruptcy Court on August 26, 1998. (3)
For further information regarding the Adversary Proceeding as well as
further background information to this amendment to the Schedule 13D, see the
Amendment No. 3 to Schedule 13D as filed by the Reporting Persons with the
Securities and Exchange Commission on August 12, 1998.
The purpose of the acquisition of the Shares was 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. Although no Reporting Person has any specific plan or proposal to
acquire or dispose of Shares (other than the approximately 269,687 Shares (4) to
be acquired by Plantagenet II upon the Distribution Date (as defined in the
Plan) as its pro-rata share of the equity to be distributed with respect to
Classes 5, 6 and 9 approved Claims pursuant to the terms of Plan), 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
- -----------
2 To the Reporting Persons' knowledge, Mr. Robinson is not the beneficial
owner of any Shares.
3 The Stipulation remains subject to the effectiveness of the Plan. If the
Plan does not become effective, then, pursuant to the terms of the Stipulation,
the Stipulation shall be null and void.
4 Such figure is reported before taking into effect the one-for-four
reverse stock split to be implemented pursuant to the Plan.
Page 11 of 45 Pages
<PAGE>
determination regarding a maximum or minimum number of Shares which it may hold
at any point in time.
Also, 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 Stipulation 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) There have been no transactions in the Shares since the filing
of the prior Schedule 13D.
(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.
Page 12 of 45 Pages
<PAGE>
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) There have been no transactions in the Shares since the filing
of the prior Schedule 13D.
(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.
Page 13 of 45 Pages
<PAGE>
(c) There have been no 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.
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) There have been no 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) There have been no transactions in the Shares since the filing
of the prior Schedule 13D.
Page 14 of 45 Pages
<PAGE>
(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, 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 as follows:
Except as otherwise described above, including but not limited to the
Stipulation, 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,
Page 15 of 45 Pages
<PAGE>
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 as follows:
There is filed herewith as Exhibit 6 to the Schedule 13D the Objection and
as Exhibit 7 to the Schedule 13D the August 21, 1998 Trustee's Notice of
Stipulation Resolving Objection of C. Derek Anderson to the Trustee's Amended
Chapter 11 Plan and Notice of the Trustee's Selection of the Remaining Member of
the Board of Directors for the Reorganized Debtor, including as part thereof,
the Stipulation. See Item 4 and Item 6 for a discussion of both exhibits.
Page 16 of 45 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: September 3, 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 17 of 45 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 18 of 45 Pages
<PAGE>
EXHIBIT INDEX
Exhibit 6 Objections of C. Derek Anderson to Trustee's Plan of
Reorganization (Dated April 22, 1998)
Exhibit 7 Trustee's Notice of Stipulation Resolving Objection of C.
Derek Anderson to the Trustee's Amended Chapter 11 Plan and
Notice of the Trustee's Selection of the Remaining Member of
the Board of Directors for the Reorganized Debtor.
Page 19 of 45 Pages
<PAGE>
EXHIBIT 6
to
SCHEDULE 13D
GOLD BENNETT & CERA LLP
PAUL F. BENNETT
GEORGE S. TREVOR
GARY GARRIGUES
595 Market Street, Suite 2300
San Francisco, California 94105
Telephone: (415) 777-2230
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 ) (Hon. John H. Allen)
OBJECTIONS OF C. DEREK ANDERSON TO
TRUSTEE'S PLAN OF REORGANIZATION
(Dated April 22, 1998)
Page 20 of 45 Pages
<PAGE>
C. Derek Anderson ("Anderson"), who, directly or indirectly, holds or
controls more than 1,800,000 shares of Bonneville Pacific Corporation
("Bonneville") common stock and claims in Classes 5, 6 and 9, which in the
aggregate total more than $900,000.00, hereby objects to the confirmation of the
Trustee's Proposed Plan of Reorganization dated April 22, 1998, as amended (the
"Plan"). (1)
I.
INTRODUCTION
At the hearings on approval of the Disclosure Statement, this Court
specifically ruled that all of Anderson's objections to the Disclosure Statement
were to be deferred until the hearing on Plan Confirmation. At this time,
Anderson reasserts the following objections to the Trustee's Plan:
1. As a matter of law, equityholders are an impaired class under the Plan
and, as such, are entitled to vote on the Plan-11 U.S.C. Section 1124;
2. As a matter of law and fact, the shares of Bonneville common stock held
by Portland General and the Trustee, totalling more than 11,000,000 shares of
Bonneville common stock, must be classified separately from those of other
equityholders for purposes of voting on the Plan-11 U.S. C. Section 1122; and
3. The Disclosure Statement demonstrates that the Plan is not feasible (11
U.S.C. Section 1129(a)(11)) because, inter alia:
- -----------
1 Attached hereto as Exhibit A is a schedule of claims and equity
interests which Anderson, directly or indirectly, holds.
Page 21 of 45 Pages
<PAGE>
a. The Plan, contrary to law, proposes to pay from the Debtor
more than $45 million in post-petition interest to unsecured
creditors. In Re New Valley Corp., 168 B.R. 72 (Bankr.D.N.J.
1994); and
b. The Plan proposes to leave the reorganized debtor with
virtually no working capital, requirements for substantial
funds from financing and guarantees on subsidiary indebtedness
of almost $30 million. Disclosure Statement at 131 and 155.
II.
ARGUMENT
The purpose of a confirmation hearing is the determine [sic] whether the
plan proponent can establish each of the requirements for confirmation. The
proponent bears the burden of proving that each of the subsections of 11 U.S.C.
Section 1129(a) and 11 U.S.C. Section 1120(b) has been satisfied. Acequia Inc.
v. Clinton, 787 F.2d 1352, 1358 (9th Cir. 1986). The plan proponent bears the
burden of proof by a preponderance of the evidence. In re Biscoe Enters., Ltd.
II, F.2d 1160, 1163 (5th Cir.), cert. denied, 510 U.S. 992 (1993).
In particular, the Plan proponent must satisfy Section 1129(a)(3) which
requires that the plan "has been proposed in good faith" and that the plan has
not been proposed "by any means forbidden by law". Good faith means that there
exists "a reasonable likelihood that the plan will achieve a result consistent
with the objections and purposes of the Bankruptcy Code." In re Madison Hotel
Assocs., 749 F.2d 410 (7th Cir. 1984). The plan "must be viewed in light of the
totality of the circumstances surrounding confection of the
Page 22 of 45 Pages
<PAGE>
plan". In light of the payment of virtually all of the debtor's cash to
unsecured creditors -- more than $45 million of which is for the payment of
post-petition interest which is not required by the Bankruptcy Code -- the
Trustee cannot meet his burden on this issue.
The Plan proponent must also prove compliance with Section 1129(a)(11)
which requires that the court find that confirmation "is not likely to be
followed by the liquidation, or the need for further financial reorganization,
of the debtor or any successor to the debtor under the plan, unless such
liquidation or reorganization is proposed in the plan". In re Hotel Assocs. of
Tucson, 165 B.R. 470, 474 (9th Cir., B.A. P., 1994). The bankruptcy court has an
obligation to scrutinize the plan carefully to determine whether it offers a
reasonable prospect of success and is workable. In re Pikes Peak Water Co., 779
f.2d 1456, 1460 (10th Cir. 1985). Here, the Disclosure Statement, itself, shows
that the Plan is unfeasible. Disclosure Statement 131 and 155. This is largely
the result of the Trustee's decision to pay more than $45 million in
post-petition interest where he was not required to do so under applicable law.
For the foregoing reasons and as more fully set forth in the previously
filed Objections of C. Derek Anderson to the Trustee's Disclosure Statement,
dated April 22, 1998 (the "Objections"), Anderson requests that the Court deny
confirmation of the Trustee's Plan. (2)
If the Court disagrees with Anderson and decides to confirm the Plan as
proposed by the Trustee, Anderson would and hereby does, in the alternative,
request that the
- -----------
2 For the Court's convenience, Anderson attaches hereto a copy of his
previously filed Objections which Objections were deferred by this Court until
the Plan Confirmation Hearing.
Page 23 of 45 Pages
<PAGE>
Court order that all monies earmarked for the payment of post-petition interest
to Classes 1-4 (in excess of $45 million) be set aside in a Court controlled and
interest bearing escrow account pending final resolution of the post-petition
interest issue on appeal.
III.
CONCLUSION
For the foregoing reasons, Anderson requests that the Court decline the
Trustee's request to confirm the Plan as submitted.
Dated: August 14, 1998 Respectfully submitted,
GOLD BENNET & CERA LLP
-and-
NEILSEN & SENIOR
By: /s/ Paul F. Bennett
------------------------
Paul F. Bennett
Attorneys for Equityholder
C. Derek Anderson
Page 24 of 45 Pages
<PAGE>
SCHEDULE A
Identification of Transferred Claims --
In re BONNEVILLE PACIFIC CORPORATION
(Bankruptcy Case No. 91A-27701)
Claimant Claim No. Claim Amount
Prepetition Debenture Claims - Class 51
US Nat'l ore/Williamette U 3627 7,521.25
Debenture Claims - Class 6
Donald Dyer 997 6,875.00
Five C's Properties, Inc. 2321 183,810.00
George Morris 2323 24,682.50
John Porter & Annette Porter 4123 12,955.00
Manzana Bors. LTD 2324 49,182.00
Stan Krehbiel 3550 18,150.00
Tom Connor 2322 172,551.00
William Bailey 1581 9,662.50
Sub-Total Class 5 & 6 485,389.75
--------------
Common Stock Distributed Class 5 & 6
171,015
--------------
Purchase Price $2.00 per share $342,030.00
- -----------
1 The classes are the same as defined in the Trustee's Amended Chapter 11
Plan for the Estate of Bonneville Pacific Corporation, dated April 22, 1998.
Page 25 of 45 Pages
<PAGE>
Equity Claims - Class 9
Alfred Gabower 476 4,075.00
Chandralekha Makam 302 4,028.75
Clarence Millsap 2406 7,797.00
Cornershouse LP 796 98,124.00
Eric & Debra Judd 999 7,777.84
Edward Fridholm 2253 8,400.00
George Telford 306 3,655.25
James & Carol Thomson 2454 6,150.00
James & Mary Fitch 849 3,294.00
Joseph Gould 775 2,560.50
Kenneth Rovie 3470 3,149.00
Lavern Berndt 710 3,656.00
Margaret Lusinger 758 3,502.23
Richard Butler 1947 5,291.50
Susan Morris De Jong 4039 3,093.00
Tham Lin 1573 4,916.00
Thomas Davies 4205 8,755.00
Thomas Sands 349 3,873.05
Utico Group, Inc. 444 263,473.00
Wiley & Pamela Zemis 2091 1,156.25
Crossroad LP 797 20,624.00
Sub-Total Class 9 467,335.62
----------------
Common Stock Distributed Class 9 124,128
----------------
Purchase Price $2.00 per share $248,256.00
Page 26 of 45 Pages
<PAGE>
CERTIFICATE OF SERVICE
I, Candy G. Windsor, hereby declare under penalty of perjury as follows:
I am employed by Gold Bennett & Cera LLP, 595 Market Street, Suite 2300,
San Francisco, California 94105. I am over the age of eighteen years and am not
a party to this action.
On August 14, 1998 I mailed copies of the foregoing OBJECTIONS OF C. DEREK
ANDERSON TO TRUSTEE'S PLAN OF REORGANIZATION on all parties listed on the
attached service list by causing true and correct copies of same to be enclosed
in sealed envelopes addressed with sufficient First-Class postage affixed
thereto and deposited in the United States Mail or as otherwise indicated.
Executed August 14, 1998 at San Francisco, California.
/s/ Candy G. Windsor
--------------------------
Candy G. Windsor
Page 27 of 45 Pages
<PAGE>
SERVICE LIST
Mimi Traynor James P. Ricciardi
Norwest Bank Minnesota, N.A. GIBSON, DUNN & CRUTCHER
Sixth and Marquette 200 Park Avenue
Minneapolis, MN 55479-0069 New York, NY 10166
Jeremy V. Richards Joseph Wagda
PACHULSKI, STANG, ZIEHL & YOUNG 547 Blackhawk Club Drive
Center City North Bldg. Danville, CA 94506
10100 Santa Monica Blvd., #1100
Los Angeles, CA 90067 Noel S. Hyde
NIELSEN & SENIOR
Robert B. Lochhead 60 East South Temple, #1100
PARR, WADDOUPS, BROWN, GEE & Salt Lake City, UT 84111
LOVELESS
185 South State #1300 George W. Pratt
Salt Lake City, UT 84111 JONES, WALDO, HOLBROOK &
McDONOUGH
BONNEVILLE PACIFIC CORPORATION 170 South Main, #1500
50 West Broadway, Suite 300 Salt Lake City, UT 84101
Salt Lake City, UT 84101
Roger C. Segal, Trustee Peter J. Kuhn
P.O. Box 11008 Assistant U.S. Trustee
Salt Lake City, UT 84147-0008 9 Exchange Place, #100
Salt Lake City, UT 84111
Vernon L. Hopkinson C. Derek Anderson
COHNE, RAPPAPORT & SEGAL Plantagenet Capital Management LLC
525 East 100 South, Ste. 500 220 Sansome Street, Suite 460
Salt Lake City, UT 84102 San Francisco, CA 94104
VIA FEDERAL EXPRESS
Martin J. Bienenstock
WEIL GOTSHAL & MANGES, LLP
767 Fifth Avenue
New York, NY 10153
Page 28 of 45 Pages
<PAGE>
EXHIBIT 7
to
SCHEDULE 13D
VERNON L. HOPKINSON (3656)
COHNE, RAPPAPORT & SEGAL, P.C.
525 East 100 South, Suite 500
Salt Lake City, Utah 84102
Telephone: (801) 532-2666
General Counsel for the Trustee, Roger G. Segal
Martin J. Bienenstock
WEIL GOTSHAL & MANGES, L.L.P.
767 Fifth Avenue
New York, New York 10153
Telephone: (212) 310-8000
Special Plan Counsel for the Trustee
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF UTAH, CENTRAL DIVISION
In re: )
)
BONNEVILLE PACIFIC CORPORATION, ) Bankruptcy No. 91A-27701
)
Debtor. ) (Chapter 11)
TRUSTEE'S NOTICE OF STIPULATION RESOLVING OBJECTION OF
C. DEREK ANDERSON TO THE TRUSTEE'S AMENDED
CHAPTER 11 PLAN AND NOTICE OF THE TRUSTEE'S SELECTION
OF THE REMAINING MEMBER OF THE BOARD OF DIRECTORS
FOR THE REORGANIZED DEBTOR
Roger G. Segal, the duly appointed qualified and acting Chapter 11 Trustee
for the above-captioned Debtor, by and through his counsel of record, hereby
states as follows:
Page 29 of 45 Pages
<PAGE>
1. The United States Bankruptcy Court for the District of Utah
("Bankruptcy Court") has scheduled a hearing on August 26, 1998 to consider the
Confirmation (1) of the "Trustee's Amended Chapter 11 Plan for the Estate of
Bonneville Pacific Corporation Dated April 22, 1998" (hereafter the "Plan").
2. Pursuant to an order of the Bankruptcy Court entered on July 2, 1998,
the last day in which to file objections to the Confirmation of the Plan was
August 17, 1998. C. Derek Anderson on behalf of himself and certain affiliated
entities (hereafter collectively "Anderson") was the only party-in-interest to
object to Confirmation of the Plan.
3. In order to avoid a contested Confirmation Hearing, and the expense and
risk associated therewith,(2) and to resolve all other disputes between the
Estate and Anderson, on August 20, 1998 the Trustee and Anderson entered into a
Stipulation, a copy of which is attached hereto and incorporated herein as
Exhibit "A", resolving, inter alia, Anderson's objections to the Plan.
4. The Stipulation provides that Anderson withdraws his objections to the
Confirmation of the Plan and consents to the Bankruptcy Court confirming the
Plan. The Stipulation also provides that Anderson changes his votes (relating to
the Claims and equity interests owned or controlled by Anderson) concerning the
Plan so that instead of voting to reject the Plan, Anderson votes to accept
- -----------
1 Unless otherwise defined in this pleading, all capitalized terms used in
this pleading shall have the meanings set forth in the Plan.
2 Including the expenses and risk associated with Anderson appealing any
Confirmation Order entered by the Bankruptcy Court.
Page 30 of 45 Pages
<PAGE>
the Plan. If, pursuant to Rule 3018(a) of the Federal Rules of Bankruptcy
Procedure,(3) the Bankruptcy Court permits Anderson to change his votes, then
Class 11 (equity interests) will clearly have voted to accept the Plan (with
almost 90% of all voted shares in favor of the Plan). If Class 11 is determined
to have so voted, then each Class which voted on the Plan accepted the Plan by
approximately 90% (in some Classes 100%) of both the amount and number of
allowed claims or interests which voted. 11 U.S.C. Sections 1126(c) and (d). The
Trustee will file a report on the tabulation of the votes (ballots) before the
start of the Confirmation Hearing.
5. The Stipulation also provides for a resolution of several other
disputes between the Estate and Anderson. Specifically, Anderson will dismiss
with prejudice the appeal of Anderson v. Halcyon, United States District Court
for the District of Utah, Case No. 2:98-CV-00382; Anderson waives any
"substantial contribution" claim (4) or claims for post-petition interest or
attorneys' fees; and Anderson waives any claim for reconsideration of the
December 9, 1997 order of the Bankruptcy
- -----------
3 The Trustee will request at the August 26, 1998 Confirmation Hearing
that Anderson be permitted to so change his votes. If Anderson's votes were not
changed, then while approximately 60% of the total number of shares that were
voted (excluding the shares voted by the Trustee) voted to accept the Plan, such
vote is slightly less than the two-thirds requirement set forth in 11 U.S.C.
Section 1126(d). If the Trustee's shares are counted, then Class 11
overwhelmingly voted to accept the Plan. In any event, pursuant to the Plan,
Class 11 is deemed to have voted in favor of the plan because such Class is not
impaired. 11 U.S.C. Section 1126(f).
4 Over the years, the Trustee believes that Anderson has made
contributions to the Estate. For example, during times in which Portland General
or senior unsecured creditors were threatening actions that the Trustee did not
believe to be in the best interest of the Estate, Anderson did take actions to
discourage such threatened action; Anderson's conduct did, therefore, benefit
the Estate. Anderson has also been instrumental in locating certain financially
able third parties (e.g., Indeck Energy) who may, in the future, forge
beneficial business relations with the Reorganized Debtor.
Page 31 of 45 Pages
<PAGE>
Court "Denying the Substantial Contribution Claim of the Official Bondholders'
Committee and Others".
6. The Stipulation in addition provides that the Trustee pay Anderson
$150,000.00 (5) at the Plan's Distribution Date and the Trustee will select,
pursuant to Article 5.1(a) of the Plan, Harold H. Robinson, III as a member of
the board of directors of the Reorganized Debtor.
7. The resume of Harold H. Robinson, III is attached hereto and
incorporated herein as Exhibit"B". With the selection of Mr. Robinson, the
initial board of directors for the Reorganized Debtor, as set forth in the
"Trustee's Designation of the Members of the Board of Directors for the
Reorganized Debtor and Filing of Certain Plan Documents" dated and filed with
the Bankruptcy Court on August 14, 1998 will be: (6)
1. James W. Bernard;
2. Ralph F. Cox;
3. Harold E. Dittmer;
4. Michael R. Devitt;
5. Michael D. Fowler;
- -----------
5 At the August 26, 1998 Confirmation Hearing the Trustee will request
that the Bankruptcy Court approve the Stipulation and approve of the Estate's
payment to Anderson of such amount.
6 If any of the listed seven (7) board members notify the Trustee before
the Effective Date that he is unable or unwilling to so serve, then the Trustee
may select any other person or persons, including himself, to so serve on the
initial board of directors of the Reorganized Debtor.
Page 32 of 45 Pages
<PAGE>
6. Harold H. Robinson, III; and
7. Steven H. Stepanek
DATED this 21st day of August, 1998.
COHNE, RAPPAPORT & SEGAL, P.C.
/s/ Vernon L. Hopkinson
-----------------------------------
VERNON L. HOPKINSON, General Counsel
for the Trustee, Roger G. Segal
Page 33 of 45 Pages
<PAGE>
CERTIFICATE OF SERVICE
I hereby certify that I am a member of and/or employed by the law firm of
COHNE, RAPPAPORT & SEGAL, P.C. 525 East 100 South, Suite 500, P.O. Box 11008,
Salt Lake City, Utah 84147-0008, and that in said capacity a true and correct
copy of the foregoing was caused to be served upon all those listed on the
Debtor's limited mailing matrix by mail and by facsimile transmission to the
following on the 21st day of August, 1998.
John Bader Paul F. Bennett
Fax No. 212.935.1831 Fax No. 415.777.5189
Peter J. Kuhn Robert Lochhead
Fax No. 801.524.5628 Fax No. 801.532.7750
Joseph Wagda Martin J. Bienenstock
Fax No. 510.736.0975 Fax No. 212.735.4919
Jeremy Richards C. Derek Anderson
Fax No. 310.201.0760 Fax No. 415.433.6153
/s/ Diana Baswald
---------------------------
Page 34 of 45 Pages
<PAGE>
EXHIBIT "A"
(Anderson Stipulation)
Page 35 of 45 Pages
<PAGE>
STIPULATION RESOLVING OBJECTIONS OF C. DEREK ANDERSON
AND RELATED PARTIES TO TRUSTEE'S AMENDED CHAPTER 11 PLAN
FOR THE ESTATE OF BONNEVILLE PACIFIC CORPORATION
DATED APRIL 22, 1998
This Stipulation is entered into this 20th day of August, 1998, between
Roger G. Segal (the "Trustee") as the Chapter 11 bankruptcy trustee for
Bonneville Pacific Corporation ("Bonneville"), and C. Derek Anderson both
individually and on behalf of Anderson Capital Management Inc., John J.
Zappettini, Patricia Love Anderson, Plantagenet Capital Fund L.P., Plantagenet
Capital Management L.L.C., Plantagenet Capital Partners II L.P. [sic], and
Plantagenet Capital Partners, L.P. (collectively "Anderson").
RECITALS
A. Bonneville filed its voluntary petition for relief pursuant to Chapter
11 of the United States Bankruptcy Code on December 5, 1991. In re Bonneville
Pacific Corporation, United States Bankruptcy Court for the District of Utah
("Bankruptcy Court"), Case No. 91A-27701. On June 12, 1992, the Trustee was
appointed and at all times thereafter he has so served;
B. The Trustee has filed with the Bankruptcy Court the "Trustee's Amended
Chapter 11 Plan for the Estate of Bonneville Pacific Corporation Dated April 22,
1998" (hereafter the "Plan");
C. On or about August 14, 1998 Anderson, as a Claimant (1) and an
Interestholder, filed objections to the Confirmation of the Plan (hereafter the
"Anderson Objection"); and
D. After negotiations and in order to avoid the expense and uncertainty
associated with 1) a contested confirmation hearing and 2) other disputes
between the parties, the parties hereto have
- -----------
1 Unless otherwise defined in this Stipulation, all capitalized terms used
in this Stipulation shall have the meanings set forth in the Plan.
Page 36 of 45 Pages
<PAGE>
agreed to resolve all disputes between them concerning Bonneville in general and
the Plan in particular.
WHEREFORE, for good and valuable consideration, the Trustee and Anderson
agree as follows:
1. Anderson hereby withdraws the Anderson Objection and consents to the
Bankruptcy Court entering an order Confirming the Plan so long as such
Confirmation Order is consistent with the terms of this Stipulation.
2. As set forth on Schedule "A" of the Anderson Objection, Anderson owns
or controls a $7,521.25 Claim in Class 5; $477,868.50 in Claims (as calculated
in column 1 of Exhibit "E" of the Plan) in Class 6; $467,335.62 in Claims (as
calculated on Exhibit "H" of the Plan) in Class 9; and 1,880,300 [sic] shares of
Existing Common Stock in Class 11 (hereafter collectively the "Anderson
Claims"). While Anderson or his designees originally cast ballots relating to
the Anderson Claims rejecting the Plan, Anderson hereby changes his vote so that
all of the Anderson Claims are now voted to accept the Plan.
3. At the Distribution Date and conditioned upon the Trustee having fully
complied with this Stipulation, including but not limited to the Trustee making
the Payment specified in paragraph 6 below, Anderson shall file a motion with
the United States District Court for the District of Utah requesting that the
appeal entitled C. Derek Anderson v. Halcyon/Alan B. Slifka Management Co. (aka
Segal v. Anderson), Case No. 2:98-CV-00382, be dismissed with prejudice with all
parties thereto to bear their own costs of suit. The Trustee stipulates to such
a dismissal of the appeal. The Trustee agrees to seek a continuance (for a
period of time sufficient to permit this Stipulation to be consummated) of his
motion to dismiss the appeal, which motion is now scheduled to be heard by the
District Court on August 24, 1998.
Page 37 of 45 Pages
<PAGE>
4. Except as otherwise expressly provided herein, at the Distribution Date
and conditioned upon the Trustee having fully complied with this Stipulation,
including but not limited to the Trustee making the Payment specified in
paragraph 6 below, Anderson waives and releases all Claims possessed by Anderson
of any kind whatsoever, whether known or unknown, against Bonneville, its
Estate, the Trustee and the Trustee's Professionals. Without limiting the
foregoing, such waiver and release includes, but is not limited to, any Claim
possessed by Anderson for a) "substantial contribution" pursuant to 11 U.S.C.
Section 503(b), b) post-petition interest or attorneys' fees relating to any of
the Anderson Claims, and c) reconsideration or relief from, whether pursuant to
Rules 3008 or 9024 of the Federal Rules of Bankruptcy Procedure or Rule 60 of
the Federal Rules of Civil Procedure, that certain order entered by the
Bankruptcy Court on December 9, 1997 "Denying the Substantial Contribution Claim
of the Official Bondholders Committee and Others".
5. Pursuant to Article 5.1(a) of the Plan and conditioned upon Anderson
having fully complied with the terms of this Stipulation, the Trustee hereby
selects Harold H. Robinson, III to serve as a member of the board of directors
of the Reorganized Debtor.
6. At the Distribution Date and conditioned upon Anderson having fully
complied with the terms of this Stipulation, the Trustee shall pay to Anderson
the sum of one hundred and fifty thousand dollars ($150,000.00) (hereafter the
"Payment").
7. The Anderson Claims will be treated, allowed and be entitled to receive
distributions as set forth in the Plan. The Trustee will not dispute or object
to the Anderson Claims. (2)
- -----------
2 While Anderson's Class 9 claims originally filed by Tham Lin (Claim No.
1573) and Thomas Davies (Claim No. 4205) are not disputed by the Trustee, a
dispute may arise between Anderson and others concerning who is now the lawful
owner of such assigned claims. See Article 11.3 of the Plan which provision
shall apply to any such dispute between Anderson and any other potential
assignee of such claims.
Page 38 of 45 Pages
<PAGE>
8. Except as otherwise expressly provided herein, at the Distribution Date
and conditioned upon Anderson having fully complied with this Stipulation, the
Trustee and Bonneville waive and release all Claims possessed by them of any
kind whatsoever, whether known or unknown, against Anderson or any professionals
retained by Anderson in connection with Bonneville's bankruptcy case.
9. If the Bankruptcy Court does not approve this Stipulation in the
Confirmation Order or the Plan does not become effective, then this Stipulation
shall be null and void with Anderson, the Trustee and Bonneville being restored
to all their respective rights and Claims as though this Stipulation had never
been executed.
10. This Stipulation shall not be construed to interfere with any rights
that Anderson may possess in connection with the Gohler, et. al. v. Wood, et.
al. class action litigation (United States District Court for the District of
Utah, Case No. 92-C-181-S).
11. This Stipulation constitutes the entire agreement between and among
the parties. There are no representations, warranties, agreements, arrangements
or undertakings, written or oral, between or among the parties hereto, relating
to the subject matter of this Stipulation which are not fully expressed.
12. This Stipulation shall be binding upon and inure to the benefit of the
parties hereto and their successors and assigns.
13. No amendment, change or modification of this Stipulation shall be
valid unless in writing signed by the parties or their respective successors
and/or assigns.
14. The Bankruptcy Court shall retain jurisdiction with respect to
implementation and enforcement of the terms of this Stipulation and all parties
hereto consent and submit to the
Page 39 of 45 Pages
<PAGE>
jurisdiction of the Bankruptcy Court for purposes of interpreting, implementing
and enforcing the settlement embodied in this Stipulation.
15. This Stipulation shall be considered to have been negotiated, executed
and delivered, and to be wholly performed in the State of Utah, and the rights
and obligations of the parties to this Stipulation shall be construed and
enforced in accordance with, and governed by, the internal substantive laws of
the State of Utah and the United States Bankruptcy Code.
16. C. Derek Anderson on his own behalf and on behalf of each of the
individuals and entities collectively defined above as "Anderson" represents and
warrants that he has the authority and power to execute and consummate this
Stipulation and that none of the Anderson Claims or the Claims being released by
Anderson as set forth in paragraph 4 of this Stipulation have been encumbered,
transferred or assigned.
17. The Trustee represents and warrants, subject to Bankruptcy Court
approval of this Stipulation and the Plan becoming effective, that he has the
authority and power to execute and consummate this Stipulation and that none of
the Claims being released by the Trustee or Bonneville as set forth in paragraph
8 of this Stipulation have been encumbered, transferred or assigned.
18. The parties hereto agree to pay their own expenses, including fees,
and expenses of their respective legal counsel, incurred by them in connection
with the drafting, execution and performance of this Stipulation.
/s/ C. Derek Anderson
-----------------------------------
C. Derek Anderson, both individually
and on behalf of Anderson Capital
Management Inc., John J. Zappettini,
Patricia Love Anderson, Plantagenet
Capital Fund L.P., Plantagenet Capital
Management L.L.C., Plantagenet Capital
Partners II L.P. [sic], and Plantagenet
Capital Partners, L.P.
Page 40 of 45 Pages
<PAGE>
BONNEVILLE PACIFIC CORPORATION
/s/ Roger G. Segal
------------------------------------
By: Roger G. Segal
Its: Chapter 11 Trustee
APPROVED AS TO FORM AND CONTENT:
GOLD BENNETT & CERA L.L.P.
By: /s/ Paul F. Bennett
-----------------------------------
Paul F. Bennett
Attorneys for Anderson
COHNE, RAPPAPORT & SEGAL, P.C.
By: /s/ Vernon L. Hopkinson
-----------------------------------
Vernon L. Hopkinson
Attorney for the Trustee
Page 41 of 45 Pages
<PAGE>
EXHIBIT "B"
(Resume of Harold H. Robinson, III)
Page 42 of 45 Pages
<PAGE>
HAROLD H. ROBINSON III
3442 PINER ROAD
SANTA ROSA, CA 95401
TEL: 707-579-2938 -- FAX: 707-545-3625
PROFESSIONAL EXPERIENCE:
VENTURE CAPITALIST/MANAGEMENT CONSULTANT 1991- PRESENT
HAROLD H. ROBINSON III, SANTA ROSA, CA
Completed in excess of $55 million in financing for multiple companies
Negotiated joint venture and technology transfer agreements in Japan,
Thailand, Taiwan and Malaysia
Represented technology, software, distribution, and manufacturing
businesses
PRESIDENT AND COO/VICE CHAIRMAN 1983-1991
CALIFORNIA ENERGY COMPANY, INC., ("CE" ON NYSE)
Full P&L responsibility for company operations
Completed company's "Initial Public Offering" in 1986
Completed full cycle of development, planning, construction and startup of
$700 million, 240 megawatt electric power plant project, including
negotiation of project finance transactions with Credit Suisse, NY
Developed and implemented strategy to transform company from a geothermal
service company into an asset rich, publicly-traded independent power
producer
Instituted company's first formal growth-oriented executive compensation
plan and company-wide employee review program
Implemented and managed a federal and state government legislative action
program. Secured Congressional passage of extended Investment tax credits
for geothermal projects
Managed shareholder relations. Received over 75% shareholder approval of
management's proposals
GENERAL MANAGER/IN-HOUSE LEGAL COUNSEL 1978-1982
HUNT KNIGHT PARTNERSHIP, SAN FRANCISCO AND LOS ANGELES, CA
Personal legal advisor to the founders of the company
Supervised in-house accounting staff, outside legal counsel and CPAs
Supervised legal aspects of approximately 15 real estate syndications,
aggregating over $300 million in value
Project manager for the land assembly, contract negotiations, land
purchase and financing/construction joint venture with Metropolitan
Life/Lincoln Properties for a $65 million high-rise project in San
Francisco
Page 43 of 45 Pages
<PAGE>
HAROLD H. ROBINSON III -- Resume
GENERAL MANAGER/IN-HOUSE LEGAL COUNSEL 1975 - 1977
CALIFORNIA ENERGY COMPANY, SANTA ROSA, CA
Managed operations of legal affairs, administrative management and
shareholder relations
Managed company's geothermal development service contract with the
government of Nicaragua
Negotiated and supervised in-country attorneys for fee-for-service
contract to the government of Ecuador
PRIVATE LAW PRACTITIONER 1972 - 1975
HAROLD H. ROBINSON III, ATTORNEY AT LAW, SAN FRANCISCO, CA
Specialized in federal income tax matters as a California State Board
Certified Tax Specialist
Prepared SEC tax opinions for numerous tax shelter syndications involving
equipment leasing, real estate and oil and gas matters
Provided tax planning and completed transactions for real estate and
general corporate matters for clients of the firm
FOUNDER/GENERAL PARTNER 1972 - 1974
AMERICAN PENSION PROPERTIES, SAN FRANCISCO, CA
Perfected the "A" - "B" investment partnership concept for real estate
investment transactions involving pension plans in the "A" Partnership and
tax-shelter investors in the "B" Partnership
Completed real estate transactions involving in excess of $50 million in
real estate, including five construction projects
CO-FOUNDER/PRESIDENT/CHAIRMAN 1967-1972
CERTIFIED PLANS, INC., SAN FRANCISCO AND NEWPORT BEACH, CA
Founded company to mass-market pension and profit sharing plans to
self-employed individuals and corporations
Started company with $4,000 initial investment and merged company into
Automated Data Processing, Inc. for $8 million of ADP common stock; my
share was 24%
Created the "earmarked account" concept for pension plans
Drafted and obtained IRS pre-approval of all plans documents
Obtained delegation of all trust administration duties from bank trust
department and performed al trust administration functions for all plans.
Grew assets under administration from zero to $75 million in four years
Created marketing materials for use by company to wholesale services
through established life insurance companies, stock brokerage firms, and
other financial planners
Page 44 of 45 Pages
<PAGE>
HAROLD H. ROBINSON III -- Resume
LAW ASSOCIATE 1967-1968
BROBECK, PHLEGER & HARRISON, SAN FRANCISCO, CA
Served at associate level in the tax group of the firm
Performed legal services in pension and profit sharing matters to many of
the firm's major clients including Wells Fargo Bank, Alexander & Baldwin,
Inc. and Fiberboard
Provided tax planning services to individual and corporate clients of
the firm
EDUCATION:
LL.M. New York University School of Law (Taxation)
LL.B. Hastings College of the Law
B.A. University of the Pacific (Chemistry)
LICENSURE, MEMBERSHIPS, AND ORGANIZATIONS:
California State Bar Association
Associates for Corporate Growth, San Francisco Chapter
Wild Oak Saddle Club
MEMBER OF BOARD OF DIRECTORS:
California Energy Company, Inc Inception to March 1991
U.S. Electricar, Inc. 1994/1995
MEMBER OF ADVISORY BOARDS:
Plantagenet
Advocates for Primary Care, Inc.
ZAP Power Systems
North Bay Angels (Co-Founder)
Page 45 of 45 Pages
