-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MZmnKP3O2kFfa/MgW3hwwtGlNQE3GHEX4PgeUf1qQTeC/WJb7innm3ZD/hPJ0TNn 7ewD/IVuzfxnHky1/tPA+g== 0000795182-97-000003.txt : 19970324 0000795182-97-000003.hdr.sgml : 19970324 ACCESSION NUMBER: 0000795182-97-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970228 ITEM INFORMATION: Bankruptcy or receivership ITEM INFORMATION: Other events FILED AS OF DATE: 19970321 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BONNEVILLE PACIFIC CORP CENTRAL INDEX KEY: 0000795182 STANDARD INDUSTRIAL CLASSIFICATION: COGENERATION SERVICES & SMALL POWER PRODUCERS [4991] IRS NUMBER: 870363215 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14846 FILM NUMBER: 97560344 BUSINESS ADDRESS: STREET 1: 50 W 300 SOUTH STREET 2: SUITE 300 CITY: SALT LAKE CITY STATE: UT ZIP: 84101 BUSINESS PHONE: 8013632520 MAIL ADDRESS: STREET 1: 330 EAST MAIN ST STREET 2: SUITE 201 CITY: BARRINGTON STATE: IL ZIP: 60010 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date Report (Date of earliest event reported) March 17, 1997 BONNEVILLE PACIFIC CORPORATION (Exact name of registrant as specified in charter) Delaware 0-14846 87-0363215 - -------------------------------------------------------------------------------- (State or other (Commission (IRA Employer jurisdiction of File Number) Identification No.) incorporation) 50 West 300 South, Suite 300, Salt Lake City, Utah 84101 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number including area code (801) 363-2520 -------------- (Former name or former address, if changed since last report) Not applicable Item 3. Bankruptcy or Receivership. On December 5, 1991, the Registrant filed a petition in the United States Bankruptcy Court for the District of Utah, Central Division, Case No. 91A-27701, seeking protection to reorganize under Chapter 11 of the Federal Bankruptcy Code. Subsequent to the filing, the Registrant has applied to the Securities and Exchange Commission (the "Commission") to modify its reporting obligations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). On April 9, 1992, the Commission indicated that it would raise no objection if the Registrant modified its reporting obligations under the Exchange Act. A copy of the Monthly Financial Report for the period February 1, 1997 to February 28, 1997, as filed with the bankruptcy court is included as an exhibit hereto. On June 12, 1992, Roger G. Segal was appointed as the Chapter 11 Bankruptcy Trustee for the Company. Item 5. Other Events. For information on litigation and matters previously reported, refer to the narrative on pages Form 2-G of the accompanying bankruptcy report. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused its report to be signed on its behalf by the undersigned thereunto duly authorized. BONNEVILLE PACIFIC CORPORATION /s/ Roger G. Segal By: Roger G. Segal, Chapter 11 Trustee DATED March 17, 1997 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused its report to be signed on its behalf by the undersigned thereunto duly authorized. BONNEVILLE PACIFIC CORPORATION /s/ R. Stephen Blackham By: R. Stephen Blackham, Assistant Controller DATED March 17, 1997 INDEX TO EXHIBITS Exhibit Page No. 28.1 Monthly Financial Report - Chapter 11, for the period February 1, 1997 to February 28, 1997, of the Registrant, dated March 17, 1997 as filed by the Registrant with the United States Bankruptcy Court for the District of Utah, Central Division on March 17, 1997....5 MONTHLY FINANCIAL REPORT CHAPTER 11 DEBTOR: BONNEVILLE PACIFIC CORPORATION CASE NO. 91A-27701 For Period February 1 to February 28, 1997 --------- ---------- ----------------- Accounting Method Used: [X] Accrual Basis [ ] Cash Basis COVER SHEET - -------------------------------------------------------------------------------- THIS REPORT IS DUE 15 DAYS AFTER THE END OF THE MONTH. The Mark One Box The debtor must attach each of the following reports/documents For Each unless the U.S. Trustee has waived the requirement in writing. Required File original with Clerk of Court. File duplicate with U.S. Report/Document Trustee. - -------------------------------------------------------------------------------- Report/Document Previously Attached Waived REQUIRED REPORTS/DOCUMENTS - -------------------------------------------------------------------------------- [ x ] [ ] Cash Receipts & Disbursements Statement (Form 2-B) [ x ] [ ] Balance Sheet (Form 2-C) [ x ] [ ] Profit and Loss Statement (Form 2-D) [ x ] [ ] Supporting Schedules (Form 2-E) [ x ] [ ] Quarterly Fee Summary (Form 2-F) [ x ] [ ] Narrative (Form 2-G) [ x ] [ ] Bank Statement(s) for Debtor in Possession Account(s) - -------------------------------------------------------------------------------- I declare under penalty of perjury that the following Monthly Financial Report and any attachments thereto, is true and correct to the best of my knowledge and belief. Executed on: March 17, 1997 Debtor(s): BONNEVILLE PACIFIC CORPORATION /s/ R. Stephen Blackham By: R. Stephen Blackham Position: Assistant Controller Statement of Chapter 11 Trustee Roger G. Segal, Chapter 11 Trustee of the bankruptcy case of Bonneville Pacific Corporation, having been so appointed on June 12, 1992, hereby states that he has reviewed the following Monthly Financial Report and any attachments thereto and that, based on his review and the representations of officers and employees of the debtor, Bonneville Pacific Corporation, he believes that the information contained in the Monthly Financial Report and attachments is true and correct. However, neither Roger G. Segal, Chapter 11 Trustee, nor Neilson, Elggren, Durkin & Company, as accountants for Roger G. Segal, Chapter 11 Trustee, has had an opportunity to independently verify that the information contained in the following Monthly Financial Report and the attachments thereto is true and correct. DATED this 17th day of March 1997. /s/ Roger G. Segal By: Roger G. Segal, Chapter 11 Trustee DEBTOR: BONNEVILLE PACIFIC CORPORATION Bankruptcy No. 91A-27701 Narrative For the Month Ended February 28, 1997 Form 2-G - -------------------------------------------------------------------------------- Bonneville Pacific Corporation (the "Company" or "Bonneville") has continued to conduct its normal business activities during the month of February 1997 (the reporting period). These activities have included responding to the Operating Guidelines and Reporting Requirements for Chapter 11 debtors. Significant actions related to the Company during the month of February and the first part of March 1997 (other than administrative matters, including professional fee applications) in accordance with various provisions of the Bankruptcy Code are as follows: 1. The Segal v. Portland General, et al. action pending in the United States District Court, Case No. 92-C-364-J (the "Litigation") has been discussed at length in the previous Monthly Financial Reports filed by the Trustee and in the Trustee's four (4) Annual Reports, including the Report for the period of July 1, 1995 through June 30, 1996 filed on September 19, 1996 concerning the Administration of the Estate. These Reports (which are on file with both the Bankruptcy Court and the Securities & Exchange Commission) must be reviewed for an understanding of the history and nature of the Litigation, including previous settlements reached by the Trustee. For all practical purposes the Litigation has been concluded (but also see the discussion below). On December 10, 1996 the Trustee entered into a verbal settlement agreement with Calpine Corporation, a Defendant in an action severed from the main Litigation. Pursuant to the settlement, which was documented by a formal settlement agreement2 dated December 30, 1996, Calpine agreed a) to pay to Bonneville Pacific the sum of $767,500.00; and b) to release and withdraw with prejudice its filed claims in the total amount of $3,057,969.60. - -------------------- 1 This narrative attempts to summarize significant events affecting the Company through March 13, 1997. 2 Each settelement agreement should be reviewed in its entirety for all terms and conditions (and consideration) of the settlement. The Company and Calpine also agreed to jointly release one another from any and all claims or causes of action. The settlement was conditioned upon approval of the settlement by the United States District Court and the United States Bankruptcy Court. The Trustee's Motion for Approval of the Settlement Agreement was heard as scheduled on January 28, 1997 at which hearing the Bankruptcy Court granted the Trustee's Motion and approved the settlement. The United States District Court, based upon the parties Stipulated Motion for Final Judgment and Order for Dismissal, on February 4, 1997 signed the Judgment and Order dismissing the lawsuit. Calpine paid the $767,500.00 settlement amount to the estate (the Company) on February 11, 1997. On or about December 4, 1996 the Trustee entered into a formal settlement agreement with Jack & Nancy Dunlop. The settlement agreement provides2 for payment of $10,000.00 by Jack Dunlop and other consideration to Bonneville Pacific Corporation in exchange for a full release of any and all claims which the estate may have against Jack Dunlop. The settlement was conditioned upon approval of the settlement by the United States District Court and the United States Bankruptcy Court. The Trustee's Motion for Approval of the Settlement Agreement was heard as scheduled on January 13, 1997, at which hearing the Bankruptcy Court approved the settlement. The United States District Court, based upon the parties Stipulated Motion for Final Judgment and Order for Dismissal, signed the Judgment and Order dismissing Dunlop from the litigation. Dunlop paid the $10,000.00 settlement amount to the estate (the Company) on February 14, 1997. On January 6, 1997 the Trustee filed a Motion for an Order Authorizing the Trustee to Amend the Estate's May 2, 1996 Settlement Agreement with Mayer Brown & Platt. The proposed amendment to the Settlement Agreement affects paragraph 11 of the Settlement Agreement which provides for an additional payment by Mayer Brown & Platt to the Trustee if Mayer Brown & Platt subsequently settled claims asserted against it by Portland General. Specifically, pursuant to paragraph 11 of the Settlement Agreement as approved by the Court, if Portland General settled with Mayer Brown & Platt before Portland General initiated suit against Mayer Brown & Platt then Mayer Brown & Platt would pay the Trustee for Bonneville Pacific $3.5 million and if Portland General settled with Mayer Brown & Platt after suit was initiated, but before trial commenced, then Mayer Brown & Platt would pay to the Trustee for Bonneville Pacific $1.75 million. Conversely, if a trial on the merits commenced between Portland General and Mayer Brown & Platt and the parties then settled, or if the suit was fully litigated to a judgment, then the Trustee for Bonneville Pacific would receive no additional amount from Mayer Brown & Platt. Without Portland General having filed suit, Mayer Brown & Platt and Portland General reached a settlement agreement between themselves which settlement was conditioned upon the Trustee agreeing to amend the Settlement Agreement so that the Trustee for Bonneville Pacific would receive $1.75 million pursuant to paragraph 11 of the Settlement Agreement (rather than $3.5 million). The Trustee's Motion for Approval of the Amendment to the Settlement Agreement was held as scheduled before the Bankruptcy Court on January 28, 1997, at which hearing the Bankruptcy Court granted the Trustee's Motion and approved the amendment to the May 2, 1996 Settlement Agreement. Mayer Brown & Platt on February 4, 1997 paid the $1.75 million to the estate (the Company). On or about February 18, 1997, the Trustee entered into a verbal settlement agreement with Dinuba Energy, Inc. and Ronald C. Yanke, defendants in an action severed from the main Litigation. Pursuant to the settlement, which was documented by formal settlement agreement dated February 24, 1997, Dinuba & Yanke agreed to pay to the Trustee the sum of $4,500,000.00. The Company and Dinuba and Yanke also agreed to release one another from any and all claims or causes of action. The settlement is conditioned upon approval of the settlement by the United States District Court and the United States Bankruptcy Court. The Trustee has filed his motion for approval of the Settlement Agreement and a hearing on the Motion is scheduled for March 17, 1997. If the Bankruptcy Court approves the motion, a pleading to dismiss the action will be filed with the U.S. District Court. Pursuant to the Settlement Agreement the $4.5 million settlement sum is due to be paid to the Trustee on March 20, 1997. All litigation settlement recoveries actually received by the Company are subject to a contingency fee in favor of the law firm of Beus, Gilbert & Morrill, special litigation counsel for the Trustee. The "Legal Representation Agreement" between the Trustee and Beus, Gilbert & Morrill, which agreement sets forth the terms of the contingent fee arrangement, was approved by the Bankruptcy Court in 1992. Pursuant to the contingent fee agreement, Beus, Gilbert & Morrill would, after subtracting for litigation costs, be paid forty percent (40%) of any settlement or litigation recoveries received after trial commences, thirty-three percent (33%) of any settlement sums received after the litigation is filed but before trial commences, or, as the case may be, twenty percent (20%) of the settlement sum received if the settlement occurs before litigation is commenced (in all instances less amounts paid to the Trustee's General Counsel, Cohne, Rappaport & Segal, P.C., for fees related to the Litigation). Any fees or costs to be paid to Beus, Gilbert & Morrill must first be allowed (approved) by the Bankruptcy Court upon application after notice and hearing. A continued hearing was held by the District Court on November 1, 1996 in one of the actions severed from the main Litigation concerning the Motion by Defendant William Cerutti for Summary Judgment (Segal v. Cerutti, United States District Court for the District of Utah, Case No. 92-CV-1115-J-C). At the hearing the Court made an oral ruling granting the Defendant's motion. The Defendant has filed a Proposed Order Granting Summary Judgment and on December 16, 1996 the Trustee filed a Motion for Reconsideration and an objection to the Proposed Order. A hearing on the Trustee's Motion for Reconsideration was held on February 28, 1997 at which time the Court took the matter under advisement. The Trustee has also entered into "tolling agreements" with certain persons or entities which agreements toll the running of any applicable statute of limitation which might otherwise bar the Trustee from initiating suit against such person or entity. The Trustee and his respective attorneys are now completing their investigation into those persons or entities which executed tolling agreements; such investigation includes conducting additional Rule 2004 examination. If the Trustee is not able to settle possible claims held by the estate against persons or entities who or which signed tolling agreements and who or which the Trustee believe are liable to the Bonneville estate (e.g., Norwest Bank, the LDS Church etc.), then in the next few months the Trustee, through his special litigation counsel, may commence additional litigation on behalf of the Trustee for Bonneville Pacific. In addition to the above described litigation matters, the Company continues in its business operations. Significant actions and events during February 1997 related to business matters are as follows: 1. The Trustee and his counsel continue to monitor the Company's 50% general partnership interest in NCA #1 owned through the Company's wholly owned subsidiary, Bonneville Nevada Corporation. NCA #1 is a Nevada general partnership that owns an 85-megawatt cogeneration project located near Las Vegas, Nevada. As previously reported, Nevada Power Company ("NPC") has previously curtailed purchases of electrical power from NCA #1 but curtailments, if any, have been minimal over the last several Reporting Periods. It is NCA #1's position that the curtailments are in possible violation of applicable curtailment protocols and possible breach of NCA #1's Power Purchase Contract with NPC. The Trustee will continue to monitor this situation. No material developments occurred during the Reporting Period relevant to the curtailment litigation and associated appeals. In an effort to mitigate future difficulties and curtailments, representatives of NCA #1 and NPC have met to explore possible modifications to the Power Purchase Agreement between them, such discussion continued during the Reporting Period. As previously reported a Displacement Agreement was entered into by the parties for the Reporting Period. The Displacement Agreement allows NPC, for consideration, to displace a portion of its energy purchase obligation under the Power Purchase Agreement. The parties have yet to conclude whether a long term Displacement Agreement would be economically feasible. On September 27, 1996, NCA #1 was served with Findings and Notices of Violation ("NOV") issued by Region IX of the United States Environmental Protection Agency (the "EPA") for alleged violations of the Clean Air Act's Prevention of Significant Deterioration program applicable for the State of Nevada. Specifically, EPA alleges that NCA #1, contrary to applicable operating permits, failed to timely install "Best Available Control Technology" at the plant in the form of a selective catalytic reduction system ("SCR") to control NOx emissions. Representatives of both sides of this dispute continue to resolve this matter during the Reporting Period. Analysis of Claims and Possible Distributions. - ---------------------------------------------- Prepetition claims against the Bonneville Pacific bankruptcy estate total approximately two hundred million dollars in booked and unbooked liabilities (excluding any addition for possible post-petition interest). The exact amount of such claims is still undetermined and the distribution priority for such claims is still being researched, investigated, litigated or negotiated by the Trustee and other parties in interest (see the further discussion which follows). Also see the "Trustee's Preliminary Report (Estimate) Concerning Claims filed Against the Estate" which is attached hereto. On August 20, 1996 the Trustee filed a Motion for Establishment of a Supplementary Claims Bar Date seeking to set December 16, 1996 as the supplementary claims bar date by which all creditors of Bonneville who had not previously been adequately notified to file claims must complete and file a proof of claim with the Clerk of the Bankruptcy Court. The Trustee believes that most of the new claims which have been filed relate to possible claims against Bonneville arising out of the purchase or sale of its securities. See 11 U.S.C. section 510(b). The Motion also sought approval of a form of notice to be sent to potential creditors, approval of a form proof of claim, approval of a procedure to identify potential claimants and a procedure for notice by publication. A hearing on the Motion was scheduled before the Bankruptcy Court on September 10, 1996. No objections to the Motion were filed and at the hearing the Court granted the Motion and signed an order establishing the supplementary claims bar deadline. Consequently, the Trustee proceeded with the action authorized by the order granting the Motion; specifically, notice was sent to thousands of potential claimants and notice was published in newspapers of general circulation throughout the United States. Through December 16, 1996 approximately 4,000 new proofs of claim were filed with the Bankruptcy Court and approximately 320 additional claims have been filed since December 16, 1996. The Trustee has completed his initial review of each of the claims; such review process was delayed due to the large number of claims and the diverse manner in which the claim forms were filled out by the claimants. The Trustee's preliminary report (estimate) of the supplemental claims is reflected on the report attached hereto and incorporated herein. The Trustee anticipates that he will likely object to a number of the new claims which have been filed. In an effort to resolve tax issues relating to the material litigation settlements which have occurred since May 1, 1996, the Trustee filed with the Internal Revenue Service an application to change the Company's tax year from one ending on April 30th to one ending on December 31st. The Trustee desired to change the Company's tax year period (when changed the Company's present tax year would be from May 1, 1996 through December 31, 1996 and thereafter would be on a calendar year basis) in order to facilitate the filing of a plan of reorganization of the Company. By shortening the Company's tax year, the Trustee may be able to receive a prompt tax determination for the tax year ending December 31, 1996, which determination will facilitate any party in interest filing a plan of reorganization because the amount of tax owed by the Debtor, if any, should be quantified (see 11 U.S.C. section 505). The IRS, on February 24, 1997, conditionally granted the Company's application to change its tax year. It is believed that the Company can meet and comply with all of the conditions imposed by the IRS and therefore the Company is proceeding as if its tax year has been changed and a U.S. Corporate Income Tax Return will be filed for the short year ended December 31, 1997. In preparation for a plan of reorganization, the Trustee on behalf of the Company has made a decision to employ Hein + Associates, a national accounting firm, to prepare audited financial statements for Bonneville Pacific Corporation. An application seeking approval of the employment was filed and hearing on the application was held as scheduled on December 20, 1996. At the hearing the Court approved the Application. Hein + Associates has been employed and is now proceeding with work on the audits. At this time it is not known whether interest will ever be paid on any allowed unsecured claim because (a) it is not at all clear that the estate will possess sufficient funds to pay interest on any particular class of claims, and (b) the law concerning payment of interest to any particular class of claims is not clear and therefore, even if sufficient funds did exist, the issue of payment of interest (and the applicable rate of interest, if any) to any particular class of claims would have to be either consensually resolved in a plan of reorganization or would have to be adjudicated by a court of competent jurisdiction. No plan of reorganization negotiations which include the Trustee are now being conducted. However, in light of the settlements to date reached in the Litigation and in light of the December 16, 1996 supplementary claim deadline, the Company is now in the position to begin the process of formulating and proposing a plan of reorganization. Plan negotiations with creditors should soon begin but it will be several months, if not substantially more, before any creditor with an allowed claim can anticipate receiving any distribution from the estate. In January of 1997 the Trustee, his counsel and the Company's management interviewed several firms who were interested in serving as the Trustee's financial advisor (investment banker) in connection with valuing the Company's (and its affiliates') business assets and assisting the Trustee concerning plan of reorganization issues. The Trustee, with the participation of others, concluded that the firm of Bear Stearns & Co., Inc. was the best qualified to provide the desired service. The Trustee has caused an Application seeking approval of his employment of Bear Stearns & Co., Inc. as Financial Advisor with the Bankruptcy Court and a hearing on the application is scheduled for March 20, 1997. The Trustee has employed the law firm of Weil, Gotshal & Manges, L.L.P., with its principal office in New York City, as Special Plan Counsel. The purpose of the employment includes, but is not limited to, advising the Trustee concerning tax issues and assisting the Trustee and his General Counsel concerning a plan of reorganization and issues relating thereto. 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 PRELIMINARY REPORT (ESTIMATE) CONCERNING CLAIMS FILED AGAINST THE ESTATE Roger G. Segal, the duly appointed, qualified and acting Chapter 11 trustee for the above-captioned Debtor, pursuant to 11 U.S.C. section 1106(a), files this Preliminary Report (Estimate) Concerning Claims Filed Against the Estate. A. Introduction. The purpose of this Report is to inform parties-in-interest of the results of the Trustee's preliminary claim review. This Report (and the amounts set forth herein) reflect only the Trustee's estimation of the amount of possible claims against the estate; it is very likely that the amounts stated herein may change materially due to, among other things, amendments to deficient claims, rulings by the Court concerning claim objections1 or negotiations between the various parties-in-interest. The Trustee reserves the right to file in the future additional reports concerning claims and the amounts thereof against the estate. B. General Status of Filed Claims. The Court has established two (2) claim bar dates (deadlines), one being the original April 13, 1992 date and the other (the supplemental bar date) being December 16, 1996. As of December 16, 1996 there were a total of not less than 4,247 proofs of claim filed as reflected in the official claims register maintained by the Clerk of the United States Bankruptcy Court in connection with Debtor's case, excluding those claims deemed filed pursuant to 11 U.S.C. section 1111(a). Between December 17, 1996 and February 28, 1997 there were not less than an additional 319 claims filed.2 - ---------- 1 The Trustee as well as any other party-in-interest may object to any filed claim. 11 U.S.C. section 502(a). 2 It is not clear which late claims, if any, the Court will permit to be deemed timely filed. Cf. Pioneer Inv. Services v. Bruswick Assoc., 113 S. Ct. 1489 (1993). It is also likely that additional late claims will be filed. Generally the claim amounts included in this Report take into account the late claims filed through February 28, 1997. C. Secured Claims. There are no longer any secured claims against the estate of the Debtor as all such claims have been, with Court approval, either paid in full, compromised (including abandonment of the collateral) or otherwise resolved. D. Administrative and Priority Claims. At the present time the Trustee estimates that the amount of the unpaid priority or administrative claims against the Debtor's estate to be approximately $10,000,000.00. Such possible claims (most of which would be contingent, i.e., subject to Court allowance or are the subject of current dispute) include, but are not limited to, unpaid fees and costs to professionals employed by the Debtor-in-possession; unpaid fees and costs to a law firm employed by the Unsecured Creditors' Committee; current fees payable (all subject to Court approval) to the Trustee or the Trustee's general counsel, special litigation counsel, special plan counsel, accountants or financial advisor; miscellaneous "substantial contribution" claims; a reserve for payment of well-plugging cost on the Mammoth Project; and state and federal taxes.3 E. Bank Claims. At the present time the Trustee estimates that the unsecured claims of financial institutions or similar entities (calculated at the amount owed as of the date of the Debtor's voluntary Chapter 11 petition, December 5, 1991, hereafter the "Petition Date") total approximately $30,500,000.00.4 F. 1989 Convertible Subordinated 7 % Debentures (hereafter "Debentures"). At the present time the Trustee estimates that the unsecured claims of the current holders of the Debentures (calculated at the amount owed as of the - ---------- 3 The estate's liability for income or other taxes (including any alternative minimum tax) for the tax year ending December 31, 1996 and the current tax year is not finally determined. If significant tax liabilities are assessed to the estate by the respective taxing authorities, then it is possible that the $10,000,000.00 estimated for administrative and priority claims will be too low. 4 This figure does not include a claim asserted by First Security Bank of Utah, N.A., related to the Crystal Springs Project (Claim No. 145). The Trustee is attempting to negotiate a settlement of such claim; if no settlement is reached then the Trustee intends to object to the claim. the "Petition Date") total approximately $64,750,000.00.5 The bank claimants (see paragraph E. above) may argue that these Debenture claims are contractually subordinated to the Bank Claims. G. Trade or Miscellaneous (Non-securities) General Unsecured Claims. At the present time the Trustee estimates that valid trade claims or other miscellaneous (non-securities related) general unsecured claims (calculated at the amount owed as of the Petition Date) should total approximately between $5,000,000.00 and $6,000,000.00. H. Prepetition Debenture Sale Claims. Claimants in this category are those persons or entities who between August 15, 1989 (the approximate date of the issuance of the Debentures) and December 5, 1991 sold their Debentures and incurred a loss; such claims are likely subordinated pursuant to 11 U.S.C. section 510(b). Of the filed claims in this category, the Trustee estimates that approximately $5,000,000.00 in claims (generally calculated on the net loss between the purchase price and sales price at the time of the prepetition sale) appear to be valid. An additional approximately $500,000.00 in claims (generally calculated on the net loss between the purchase price and sales price at the time of the prepetition sale) in this category have also been filed but such claims require additional investigation by the Trustee or documentation from the claimant; therefore, the Trustee estimates that only an unknown portion of these additional claims will ultimately be determined to be valid. I. Post-petition Debenture Sale Claims. Claimants in this category would be those persons or entities who on or after December 6, 1991 sold the Debentures they had purchased prepetition and incurred a loss. It is not clear whether these claimants possess any allowable claim. Specifically, an argument can be made that post-petition sellers of the Debentures have no remaining claim against the estate because when the sale occurred each seller transferred (assigned) the entire claim to the buyer of the Debenture and, therefore, the seller no longer has any claim of any kind against the Debtor or its estate. If claimants in this category are determined to have allowed claims, then such claims are likely subordinated pursuant to 11 U.S.C. section 510(b). If claimants in this category are determined to possess allowable claims against the estate, then of the filed claims in this category the Trustee estimates that approximately $10,000,000.00 in claims (generally calculated on the net loss between the purchase price and sales price at the time of the post-petition sale) appear to be valid. If claimants in this category are determined to possess allowable claims against the estate, then an additional approximately $1,000,000.00 in claims (generally calculated on the net loss between the purchase price and sales price at the time of the post-petition sale) in this category have also been filed but such claims require additional - ---------- 5 This number is ascertained by adding to the $63,250,000.00 principal amount owed on the Debentures prepetition interest of approximately $1,500,000.00 which interest is calculated at the rate of 7 3/4% per annum for 3 2/3 months (August 15, 1991 to December 5, 1991). investigation by the Trustee or documentation from the claimant; therefore, the Trustee estimates that only an unknown portion of these additional claims could ultimately be determined to be valid. J. Limited Partner Claims. Claimants in this category would be persons or entities who purchased limited partnership interests in now defunct partnerships (particularly the Magic Valley partnership) which were affiliated with the Debtor. These claims total approximately $4,000,000.00.6 The Debtor may possess some valid defenses to these claims; accordingly, the Trustee is investigating these claims further. If claimants in this category are determined to have allowed claims, then such claims may be subordinated pursuant to 11 U.S.C. section 510(b). K. Section 510(b) Equity Claims. Claimants in this category are persons or entities who prepetition purchased the Debtor's common stock and because of such purchase suffered a loss.7 Of the filed claims8 in this category, the Trustee estimates that in the range of approximately $40,000,000.00 in claims9 appear to be valid.10 An additional approximately $10,000,000.00 in claims8 in this category have also been filed but such claims require additional investigation by the Trustee - ---------- 6 The method of loss calculation utilized by the claimants and the time (date) at or through which the claim is calculated varies greatly among the respective claims. 7 Such losses include both claimants who sold their stock and those who still retain their stock. As to those claimants who still own the stock, the figures do not include any credit for the current remaining value, if any, of the equity. 8 The method of loss calculation utilized by the claimants and the time (date) at or through which the claim is calculated varies greatly among the respective claims. Some currently existing equity holders filed claims but apparently unintentionally omitted from the claim their monetary section 510(b) securities related claim; in calculating the total amount of the filed claims in this category the Trustee has assumed, for the time being, that some of these currently existing equity holders also possess a monetary section 510(b) equity claim against the Debtor. 9 This claim amount is generally calculated as follows. If the claimant has sold the stock, then the amount is generally calculated on the net loss between the purchase and the sales price at the time of the sale. If the claimant has not sold the stock, then the amount is generally calculated only on the purchase price at the time of purchase; such amount does not include any credit for the current remaining value, if any, of the stock. In calculating the claim amounts (loss), generally the transaction costs (e.g., commissions) have been included. 10 Such claims amount includes the $10,000,000.00 allowed compromised claim of CIGNA (now assigned) and the $3,000,000.00 claim filed by the plan trustee for the Debtor's ESOP Plan (Claim No. 243). or documentation from the claimant (or the claims may be duplicates); therefore, the Trustee estimates that only a portion of these additional claims will ultimately be determined to be valid. L. Existing Equity. At the present time the Trustee estimates that there are approximately 11,500,000 shares of the Debtor's common stock now held by persons or entities other than the Debtor or the Trustee.11 Of this amount, Portland General Holdings Inc. is in possession of 2,000,000 shares. M. Deeply Subordinated Claims. Deeply subordinated claims (i.e., those claims which are subordinated to all other claims against the estate) are claims which arose by reason of the Trustee's negotiated settlements with various creditors. Such claims, all of which have been approved by the Court, total $8,945,000.00. N. Post-petition Interest on Claims. Various claimants will argue that they are entitled to post-petition interest on their allowed claims.12 At this time it is not known whether post-petition interest will ever be paid on any allowed unsecured claim because a) it is not at all clear that the estate will possess sufficient funds to pay post-petition interest on any particular class of claims, and b) the law concerning payment of post-petition interest to any particular class of claims is not clear and, therefore, even if sufficient funds did exist, the issue of payment of post-petition interest (and the applicable rate of interest, if any) to any particular class of claims would have to be either consensually resolved in a plan of reorganization or would have to be adjudicated by a court of competent jurisdiction. - ----------- 11 The Trustee is also in possession of approximately 9,500,000 shares of the common stock of the Debtor; such stock was received by the Trustee as part of his Court approved settlements with the Insiders, Portland General, Westinghouse and others. 12 Certain classes of creditors (for example, those in categories H., J. and K. above) may also argue that they are entitled to prepetition interest on their claim from the time the claim arose until the Petition Date. Please note that in general the claim amounts for categories H., J. and K. as set forth in this Report do NOT include any prepetition interest calculation from the time the claim arose until the Petition Date. O. Conclusion. The preceding Report reflects the results of the Trustee's preliminary claim review. This Report (and the amounts set forth herein) reflect only the Trustee's rough estimate of possible claims against the estate; it is very likely that the figures set forth herein may change materially due to, among other things, amendments to deficient claims, rulings by the Court concerning claim objections or negotiations between the various parties-in-interest. As indicated by this Report, the total allowable claims (liabilities of the Debtor) are at this time far from certain. DATED this 17th day of March, 1997. /s/ Roger G. Segal ROGER G. SEGAL, Chapter 11 Trustee for Bonneville Pacific Corporation DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Cash Receipts and Disbursements Statement For Period February 1 - February 28, 1997 - -------------------------------------------------------------------------------- CASH RECONCILIATION 1. Beginning Cash Balance: $119,618,315.51 2. Cash Receipts: (See Page 2 of 2)105 2,626,422.86 3. Cash Disbursements: (See Page 2 of 2) (169,408.87) ------------- 4. Net Cash Flow: 2,457,013.99 --------------- 5. Ending Cash Balance: (to Form 2-C) $122,075,329.50 =============== CASH ACCOUNT SUMMARY - ENDING BALANCES
ACCOUNT AMOUNT FINANCIAL INSTITUTION PAYROLL ACCOUNT $747.35 FIRST SECURITY BANK OF UTAH PAYROLL TAX ACCOUNT 600.79 KEY BANK OF UTAH GENERAL CORP CASH 889,998.45 KEY BANK OF UTAH CHPTR 11 TRUSTEE JOINT ACCT 5,640,077.89 (A) KEY BANK OF UTAH CHPTR 11 TRUSTEE - CD ACCT 10,974,216.71 (A) US BANK CHPTR 11 TRUSTEE - JNT CD 5,273,014.77 (A) KEY BANK OF UTAH CHPTR 11 TRUSTEE JOINT ACCT 10,197,322.23 (A) BANK ONE CHPTR 11 TRUSTEE JT SAVINGS 19,250.79 (A) BANK ONE UNITED STATES TREASURY BILLS 88,895,252.71 BANK ONE PROCEEDS FROM ASSET SALES 4,000.09 (A) KEY BANK OF UTAH KYOCERA MAINTENANCE RESERVE 180,847.72 KEY BANK OF UTAH ------------- $122,075,329.50 =============== (A) Accounts requiring signatures of both the US Trustee and Chapter 11 Trustee for disbursements.
FORM 2-B Page 1 of 2 DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Cash Receipts and Disbursements Statement For Period February 1 - February 28, 1997 - -------------------------------------------------------------------------------- CASH RECEIPTS JOURNALS
BANK ACCOUNT TOTAL PAGE REF PAYROLL ACCOUNT $21,147.40 A PAYROLL TAX ACCOUNT 11,645.98 B GENERAL CORP CASH 23,127.84 C CHPTR 11 TRUSTEE JOINT ACCT 2,535,964.46 E CHPTR 11 TRUSTEE - CD ACCT 66,559.14 F CHPTR 11 TRUSTEE - JNT CD 0.00 N/A CHPTR 11 TRUSTEE JOINT ACCT 0.00 N/A CHPTR 11 TRUSTEE JT SAVINGS 57.86 G UNITED STATES TREASURY BILLS 0.00 N/A PROCEEDS FROM ASSET SALES 10.23 H KYOCERA MAINTENANCE RESERVE 11,898.33 I ------------- 2,670,411.24 LESS: ACCOUNT TRANSFERS (43,988.38) -------------- TOTAL CASH RECEIPTS $2,626,422.86 ==============
CASH DISBURSEMENTS JOURNALS
BANK ACCOUNT TOTAL PAGE REF PAYROLL ACCOUNT $21,353.73 A PAYROLL TAX ACCOUNT 11,174.46 B GENERAL CORP CASH 142,859.99 D CHPTR 11 TRUSTEE JOINT ACCT 43.29 E CHPTR 11 TRUSTEE - CD ACCT 0.00 F CHPTR 11 TRUSTEE - JNT CD 0.00 N/A CHPTR 11 TRUSTEE JOINT ACCT 0.00 N/A CHPTR 11 TRUSTEE JT SAVINGS 0.00 G UNITED STATES TREASURY BILLS 0.00 N/A PROCEEDS FROM ASSET SALES 0.00 H KYOCERA MAINTENANCE RESERVE 37,965.78 I ----------- 213,397.25 LESS: ACCOUNT TRANSFERS (43,988.38) ------------ TOTAL CASH DISBURSEMENTS $169,408.87 ============
FORM 2-B Page 2 of 2 DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Payroll Account For Period February 1 - February 28, 1997 - -------------------------------------------------------------------------------- CASH RECEIPTS JOURNAL
DATE DOC # PAYOR AMOUNT DESCRIPTION 02/12/97 CK# 6148 BPC - GENERAL $10,194.01 PAYROLL TRANSFER 02/26/97 CK# 6165 BPC - GENERAL 10,953.39 PAYROLL TRANSFER ---------- TOTAL CASH RECEIPTS $21,147.40 ==========
CASH DISBURSEMENTS JOURNAL
DATE DOC # PAYEE AMOUNT DESCRIPTION 02/04/97 PAYROLL SUMMARY $ 172.00 02/15/97 PAYROLL SUMMARY 10,206.47 02/28/97 PAYROLL SUMMARY 10,940.93 02/28/97 BNK STMT KEY BANK OF UTAH 34.33 SERVICE CHARGE ---------- TOTAL CASH DISBURSEMENTS $21,353.73 ==========
A DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Payroll Tax Account For Period February 1 - February 28, 1997 - -------------------------------------------------------------------------------- CASH RECEIPTS JOURNAL
DATE DOC # PAYOR AMOUNT DESCRIPTION 02/12/97 CK# 6149 BPC - GENERAL $ 5,415.47 PR TAX TRANSFER 02/26/97 CK# 6166 BPC - GENERAL 6,230.51 PR TAX TRANSFER ---------- TOTAL CASH RECEIPTS $11,645.98 ==========
CASH DISBURSEMENTS JOURNAL
DATE DOC # PAYEE AMOUNT DESCRIPTION 02/12/97 CK# 1227 KEY BANK OF UTAH $ 4,624.03 FEDERAL TAX DEPOSIT 02/26/97 CK# 1228 KEY BANK OF UTAH 4,886.19 FEDERAL TAX DEPOSIT 02/26/97 CK# 1229 UTAH STATE TAX COMMISSION 1,635.76 STATE TAX DEPOSIT 02/28/97 BNK STMT KEY BANK OF UTAH 28.48 SERVICE CHARGE ---------- TOTAL CASH DISBURSEMENTS $11,174.46 ========== B DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 General Corp Cash For Period February 1 - February 28, 1997 - -------------------------------------------------------------------------------- CASH RECEIPTS JOURNAL
DATE DOC # PAYEE AMOUNT DESCRIPTION 02/07/97 DS020797 D. GARDINER $ 369.59 INSURANCE REIMBURSEMENT 02/07/97 DS020797 SAN DIEGO GAS & ELECTRIC 1,486.95 ENERGY REVENUE-KYOCERA 02/14/97 DS021497 J. DUNLOP 10,000.00 SETTLEMENT PAYMENT 02/27/97 DS022797 D. GARDINER 369.59 INSURANCE REIMBURSEMENT 02/27/97 DS022797 BP THERMAL 4,475.26 PROCEEDS OF CLOSED BNK ACCT 02/27/97 DS022797 BP THERMAL 2,871.06 PROCEEDS OF CLOSED BNK ACCT 02/28/97 BNK STMT KEY BANK OF UTAH 3,555.39 INTEREST INCOME ---------- TOTAL CASH RECEIPTS $23,127.84 ==========
C DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 General Corp Cash For Period February 1 - February 28, 1997 - -------------------------------------------------------------------------------- CASH DISBURSEMENTS JOURNAL
DATE CHECK # PAYEE AMOUNT DESCRIPTION 02/05/97 1006132 50 WEST BROADWAY ASSOC INC $ 12,573.00 RENT-OFFICE SPACE & PARKING 02/05/97 1006133 AIRBORNE EXPRESS 36.48 EXPRESS MAIL EXPENSE 02/05/97 1006134 AUTOMATED OFFICE SYSTEMS 767.48 OFFICE SUPPLIES & EXPENSE 02/05/97 1006135 BENEFICIAL LIFE INSURANCE 787.91 INSURANCE - LIFE 02/05/97 1006136 BONNEVILLE PACIFIC SERVICES 712.86 KYOCERA O&M EXPENSE 02/05/97 1006137 BPC-KYOCERA MAINT RESERVE 11,195.00 TRANSFER-MAINT RESERVE ACCT 02/05/97 1006138 CYMA HELP! 195.00 OFFICE SUPPLIES & EXPENSE 02/05/97 1006139 G NEIL COMPANIES 14.99 OFFICE SUPPLIES & EXPENSE 02/05/97 1006140 TOM MATTHEWS 1,050.00 OFFICE SUPPLIES & EXPENSE 02/05/97 1006141 MOUNTAIN STATES OFF PROD 48.76 TRAVEL EXPENSE 02/05/97 1006142 OFFICE TEAM 789.11 INSURANCE - DISABILITY 02/05/97 1006143 PAINE WEBBER INC PROXY DEP 242.55 PROOF OF CLAIMS FEES 02/05/97 1006144 TRAVEL ZONE CRUISE ZONE 186.00 BANK CHARGES 02/05/97 1006145 UNUM LIFE INSURANCE CO 1,591.28 OFFICE SUPPLIES & EXPENSE 02/05/97 1006146 WELLS FARGO BANK 1,344.04 OFFICE SUPPLIES & EXPENSE 02/05/97 1006147 XEROX CORPORATION 364.75 TELEPHONE SERVICE 02/12/97 1006148 BONNEVILLE PACIFIC/PAYROLL 10,194.01 KYOCERA O&M EXPENSE 02/12/97 1006149 BPC PAYROLL TAX ACCOUNT 5,415.47 OFFICE SUPPLIES & EXPENSE 02/12/97 1006150 WELLS FARGO BANK 799.04 OFFICE SUPPLIES & EXPENSE 02/14/97 1006151 BANC ONE TRUST GROUP 7,471.03 TRAVEL REIMBURSEMENT 02/14/97 1006152 COMPUSERVE 9.95 OFFICE SUPPLIES & EXPENSE 02/14/97 1006153 FIDELITY TRANSFER COMPANY 756.60 INSURANCE - DISABILITY 02/14/97 1006154 FRONTIER COMMUNICATIONS 991.66 KYOCERA O&M EXPENSE 02/14/97 1006155 GENERATOR POWER SYSTEMS 20,186.02 TRAVEL EXPENSE 02/14/97 1006156 JD GRIFFIN & ASSOCIATES 3,610.00 OFFICE SUPPLIES & EXPENSE 02/14/97 1006157 MOUNT OLYMPUS WATER 28.95 OFFICE SUPPLIES & EXPENSE 02/14/97 1006158 CLARK MOWER 892.64 EXPENSE REIMBURSEMENT 02/14/97 1006159 OFFICE TEAM 315.15 OFFICE SUPPLIES & EXPENSE 02/14/97 1006160 THE PRUDENTIAL 1,026.51 INSURANCE - DISABILITY 02/14/97 1006161 SAN DIEGO GAS & ELECTRIC 101.26 KYOCERA O&M EXPENSE 02/14/97 1006162 TRAVEL ZONE CRUISE ZONE 752.17 TRAVEL EXPENSE 02/21/97 1006163 DELAWARE SECRETARY OF STATE 33,025.83 STATE FRANCHISE TAX 02/24/97 1006164 UNITED PARCEL SERVICE 12.74 EXPRESS MAIL EXPENSE 02/26/97 1006165 BONNEVILLE PACIFIC/PAYROLL 10,953.39 TRANSFER - PAYROLL ACCT 02/26/97 1006166 BPC PAYROLL TAX ACCOUNT 6,230.51 TRANSFER - PAYROLL TAX ACCT 02/26/97 1006167 WELLS FARGO BANK 799.04 401K CONTRIBUTIONS 02/27/97 1006168 VOID VOID VOID 02/27/97 1006169 VOID VOID VOID 02/27/97 1006170 BTM CAPITAL CORPORATION 520.00 BANK LOAN CHARGES 02/27/97 1006171 JD GRIFFIN & ASSOCIATES 6,818.00 OFFICE SUPPLIES & EXPENSE 02/28/97 BANK STMT KEY BANK 50.81 BANK SERVICE CHARGE ----------- TOTAL CASH DISBURSEMENTS $142,859.99 ===========
D DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Chapter 11 Trustee Joint Account For Period February 1 - February 28, 1997 - -------------------------------------------------------------------------------- CASH RECEIPTS JOURNAL
DATE DOC # PAYOR AMOUNT DESCRIPTION 02/04/97 MAYER BROWN PLATT $1,750,000.00 SETTLEMENT PAYMENT 02/10/97 CALPINE 767,500.00 SETTLEMENT PAYMENT 02/28/97 BANK STMT KEY BANK OF UTAH 18,464.46 INTEREST INCOME ------------- TOTAL $2,535,964.46 =============
CASH DISBURSEMENTS JOURNAL
DATE DOC # PAYEE AMOUNT DESCRIPTION 02/28/97 BANK STMT KEY BANK OF UTAH 43.29 BANK SERVICE CHARGE
E DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Chapter 11 Trustee - CD Account For Period February 1 - February 28, 1997 - -------------------------------------------------------------------------------- CASH RECEIPTS JOURNAL
DATE DOC # PAYOR AMOUNT DESCRIPTION 02/28/97 BANK STMT US BANK $66,559.14 INTEREST INCOME
CASH DISBURSEMENTS JOURNAL
DATE DOC # PAYEE AMOUNT DESCRIPTION NONE
F DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Chapter 11 Trustee JT Savings For Period February 1 - February 28, 1997 - -------------------------------------------------------------------------------- CASH RECEIPTS JOURNAL
DATE DOC # PAYOR AMOUNT DESCRIPTION 02/28/97 BANK STMT BANK ONE $57.86 INTEREST INCOME
CASH DISBURSEMENTS JOURNAL
DATE DOC # PAYEE AMOUNT DESCRIPTION NONE
G DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Proceeds From Asset Sales For Period February 1 - February 28, 1997 - -------------------------------------------------------------------------------- CASH RECEIPTS JOURNAL
DATE DOC # PAYOR AMOUNT DESCRIPTION 02/28/97 BANK STMT KEY BANK OF UTAH $10.23 INTEREST INCOME
CASH DISBURSEMENTS JOURNAL
DATE DOC # PAYEE AMOUNT DESCRIPTION NONE
H DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Kyocera Maintenance Reserve For Period February 1 - February 28, 1997 - -------------------------------------------------------------------------------- CASH RECEIPTS JOURNAL
DATE DOC # PAYOR AMOUNT DESCRIPTION 02/03/97 CK# 6137 BONNEVILLE PACIFIC CORP $11,195.00 TRANSFER 02/28/97 BNK STMT KEY BANK OF UTAH 703.33 INTEREST INCOME ---------- TOTAL CASH RECEIPTS $11,898.33 ==========
CASH DISBURSEMENTS JOURNAL
DATE DOC # PAYEE AMOUNT DESCRIPTION 02/28/97 CK #1026 GENERATOR POWER SYSTEMS $ 8,943.25 KYOCERA O&M 02/28/97 CK #1027 GENERATOR POWER SYSTEMS 29,022.53 KYOCERA O&M ---------- TOTAL CASH DISBURSEMENTS $37,965.78 ==========
I DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Balance Sheet As of February 28, 1997 - -------------------------------------------------------------------------------- ASSETS Current Assets: Cash $122,075,329 Accounts receivable - trade 584 Accounts receivable - settlements (Note 4) 10,250,000 Accounts receivable - affiliates 293,838 Prepaid Insurance 28,712 Accrued interest receivable 1,640,496 ------------ Total current assets $134,288,959 Fixed Assets: Land 198,424 Equipment, furniture and fixtures 3,754,892 ------------ Total fixed assets 3,953,316 Less: Accumulated depreciation <3,061,656> ------------ Net fixed assets 891,660 Other Assets: Investment in and advances to subsidiaries and partnership 29,431,609 Other assets 1,820 ----------- Total other assets 29,433,429 ------------ TOTAL ASSETS $164,614,048 ============ LIABILITIES Post-petition liabilities: Accounts payable - trade $ 131,559 Accounts payable - professional fees and costs (Note 4) 5,325,497 Accrued income taxes payable (Note 5) 78,647 Taxes payable 97,548 Accrued interest 0 ----------- Total post-petition liabilities $ 5,633,251 Pre-petition liabilities: Priority claims 61,186 Secured debt 0 Unsecured debt (Notes 1 and 3) 99,699,658 ----------- Total pre-petition liabilities 99,760,844 ----------- TOTAL LIABILITIES 105,394,095 Commitments and Contingent Liabilities (Note 3) OWNERS' EQUITY Capital stock or owners' investment 213,752 Paid-in-capital 121,590,029 Treasury stock <2,308,255> Retained earnings: Pre-petition <56,551,908> Post-petition <3,723,665> ----------- TOTAL OWNERS' EQUITY (Notes 1 and 3) 59,219,953 ------------ TOTAL LIABILITIES AND OWNERS' EQUITY $164,614,048 ============
Form 2-C DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Profit and Loss Statement For Period February 1 - February 28, 1997 - -------------------------------------------------------------------------------- Gross operating revenue $ 113,834 Less discount, returns and allowances 0 --------- Net operating revenue $ 113,834 Cost of goods sold <169,449> ----------- Gross profit <55,615> Operating expenses: Salaries and wages 32,381 Rent and leases 14,463 Payroll taxes 2,423 Insurance 4,400 Other 17,643 --------- Total operating expenses <71,310> ----------- Operating income <126,925> Legal and professional fees and costs (Note 4) 359,570 Depreciation, depletion and Administration 1,333 Interest expense 0 --------- Total <360,903> ----------- Net operating income <487,828> Non-operating income and : Interest income 492,942 Other income 9,436 Other income - settlements (Note 4) 777,500 Equity in earnings (losses) of subsidiaries and partnerships (Note 2) 572,898 --------- Net non-operating income or 1,852,776 ----------- Net income before income taxes 1,364,948 Provision for income taxes (Note 5) 27,300 ----------- NET INCOME $ 1,337,648 ===========
Form 2-D Page 1 of 3 DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 General Notes to Financial Statements For Period February 1 to February 28, 1997 - -------------------------------------------------------------------------------- 1. The Balance Sheet and Income Statement of Bonneville Pacific Corporation, included in the Monthly Financial Report, are prepared on the accrual basis. As a result, revenues are generally recorded when earned rather than when received and expenses are generally recognized when the obligation is incurred rather than when the expenses are paid. During bankruptcy accrued interest payable is recorded only on post petition debt and pre-petition secured debt to the extent that the underlying collateral equals or exceeds the outstanding principal plus the accrued interest payable. Specifically, prepetition unsecured debt does not include any accrual of interest after December 5, 1991. These financial statements are prepared in a format required by the U.S. Bankruptcy Code. While every effort is made to comply with generally accepted accounting principles (GAAP), these financial statements may not comply with GAAP in all respects. Also see the narrative which is attached hereto. 2. Equity in earnings of subsidiaries and partnerships represents an accrual of the Company's share of earnings or losses of its operating subsidiaries and partnerships. These earnings are affected by a number of factors including seasonality, operating costs and operating efficiency. The operating entities which comprise these earnings include Bonneville Pacific Services Company, Bonneville Fuels Corporation, and Bonneville Nevada Corporation through its investment in the NCA #1 Partnership. 3. Unrecorded Liabilities and Potential Claims. Unrecorded liabilities and potential claims include pre-petition debenture sale claims in the approximate amount of $5,500,000.00, post-petition debenture sale claims in the approximate amount of $11,000,000.00, limited partner claims in the approximate amount of $4,000,000.00, Section 510(b) equity claims in the approximate amount of $50,000,000.00 (including the $10,000,000.00 allowed compromised claim of CIGNA and the $3,000,000.00 claim filed by the plan Trustee for the debtor's ESOP plan) and $8,945,000.00 in deeply subordinated claims, accrued interest on certain claims and potential administrative fees which may be allowed by the Bankruptcy Court. The recording of the above described liabilities, if allowed, will reduce equity by a corresponding amount. For further information concerning liabilities and potential claims, see the "Trustee's Preliminary Report (Estimate) Concerning Claims Filed Against the Estate" which is attached hereto. Form 2-D Page 2 of 3 DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 General Notes to Financial Statements For Period February 1 to February 28, 1997 - -------------------------------------------------------------------------------- 4. Accounts Receivable Settlements represent only court approved settlements where all conditions precedent have occurred and the settlements were fully effective as of February 28, 1997 and are reflected on the February 28, 1997 Financial Statements. Approved settlements are as follows: W. Johnson $1,250,000 Westinghouse Electric 6,000,000 Piper Jaffray 3,000,000 ---------- $10,250,000 5. As of April 30, 1996, Bonneville and Subsidiaries had approximately $150,000,000 in federal net operating loss carry-forwards for Federal Income Tax purposes and approximately $140,000,000 in Alternative Minimum Tax Loss carry-forwards. Pursuant to current tax law, only 90 percent of current Alternative Minimum Taxable Income can be offset by Alternative Minimum Tax Loss carry-forwards. The financial statements reflect an estimated $2,500,000 alternative minimum tax provision and an estimated $350,000 state tax provision resulting from operations and the receipt of proceeds from settlements through the end of the current period. The Trustee has requested permission from the Internal Revenue Service to change the tax year end of Bonneville and Subsidiaries to December 31. The request has been granted. Form 2-D Page 3 of 3 BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Taxes Payable Schedule (Post-Petition) For Period February 1 to February 28, 1997 - --------------------------------------------------------------------------------
Beginning Payments Date Check Ending Balance Adjustments Additions Deposits Paid Numb. Balance Income tax withheld: Federal $ 0.00 $ $ <4,693.34> $ 2,291.97 02/12/97 1227 $ 0.00 2,401.37 02/26/97 1228 0.00 State 0.00 <1,635.76> 1,635.76 02/26/97 1229 FICA tax withheld 0.00 <2,422.68> 1,166.03 02/12/97 1227 1,242.41 02/26/97 1228 0.00 14.24 02/28/97 1229 Employer's FICA tax 0.00 <2,422.68> 1,166.03 02/12/97 1227 1,242.41 02/26/97 1228 0.00 14.24 02/28/97 1229 Unemployment tax: Federal 0.00 0.00 0.00 State 0.00 0.00 0.00 0.00 Sales, use & excise taxes 0.00 0.00 Property taxes <95,331.00> <2,217.00> <97,548.00> Accrued income tax: Federal <51,347.00> 0.00 <27,300.00> 0.00 <78,647.00> State 0.00 0.00 0.00 Delaware franchise tax <33,000.00> <25.83> 33,025.83 02/21/97 1006163 0.00 Employee withholding 0.00 <1,598.08> 799.04 02/12/97 1006150 0.00 799.04 02/26/97 1006167 ------------- ----------- ------------ ---------- ------------- TOTALS $<179,678.00> $ 0.00 $<42,315.37> $45,798.37 $<176,195.00> ============= =========== ============ ========== =============
DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Insurance Schedule For Period February 1 to February 28, 1997 - --------------------------------------------------------------------------------
Policy Amount of Expiration Premium Paid Carrier/Agent Coverage Date Thru Date Worker's Compensation Various State Funds Statutory $1,000,000 (A) 02/28/97 General Liability Travelers Insurance/ Sedgwick James 5,000,000 06/06/97 06/06/97 Vehicles Travelers Insurance/ [Hired/Non-owned] Sedgwick James 5,000,000 06/06/97 06/06/97 Property: Bonneville Pacific Federal Insurance Co./ Sedgwick James 735,000 08/17/96 08/17/97 Kyocera Federal/Hartford Steam/ Sedgwick James 5,352,879 08/17/96 08/17/97 (A) All workers compensation insurance policies are insured through various state insurance funds. As such, they continue in force as premiums are paid and have no policy expiration dates.
DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Accounts Receivable and Payable Aging For Period February 1 to February 28, 1997 - --------------------------------------------------------------------------------
Non-Affiliate Accounts Accounts Receivable Payable Under 30 days $10,250,584 $ 5,180,142 30 to 60 days 0 0 61 to 90 days 0 0 Over 90 days 0 276,914 ----------- ----------- Total post-petition 10,250,584 5,457,056 Pre-petition amounts 0 3,527,206 ----------- ----------- Total accounts receivable $10,250,584 =========== Total accounts payable $ 8,984,262 =========== Affiliate Accounts Receivable Under 30 days $ 23,137 30 to 60 days 45,205 61 to 90 days 58 Over 90 days 225,438 ----------- Total post-petition affiliate accounts receivable $ 293,838 =========== (*) Accounts payable over 90 days past due primarily represents professional fees incurred prior to the Trustee's appointment currently being considered by the court for payment.
Form 2-E Page 3 of 5 DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Schedule of Payments of Fees and Costs to Attorneys and Other Professionals For Period February 1 to February 28, 1997 - --------------------------------------------------------------------------------
Date of Court Estimated Amount Paid Approval Balance Due Counsel for Unsecured Creditors' Committee $0 $ 139,487 Court Appointed Trustee 0 89,399 (1) Trustee's Counsel 0 216,321 (1) Trustee's Accountants 0 75,837 Trustee's Special Plan Counsel 0 141,699 Special Litigation Counsel for Trustee - Costs 0 300,126 Trustee - Fees 0 4,299,775 (2) Buccino and Associates 0 132,853 (3) -- ---------- Total $0 $5,395,498 == ========== (1) Includes only hourly rate and miscellaneous Trustee costs. Does not include any additional amounts that may be awarded by the court relating to 11 USC Section 326 or as an enhanced fee to either the Trustee or the Trustee's general counsel. (2) Includes an accrual for any contingent fees due as a result of court approved settlements or recoveries. Estimated contingent fees will be accrued when settlements are approved by the court and the accrual will be revised when fee applications are filed with the Bankruptcy Court. (3) Pursuant to Order dated October 15, 1996, the Court approved the application for certain costs in the amount of $60,297.24 of Buccino & Associates taken under advisement at a hearing held on August 11, 1992. Payment of the $60,297.24 was ordered but Buccino & Associates was paid an $80,000.00 pre-petition retainer, for which it may not have accounted and therefore the amount actually due and owing to Buccino & Associates is undetermined. A hearing on the matter is scheduled for April, 1997. Further information concerning settlements is contained in the narrative which is attached.
Form 2-E Page 4 of 5 DEBTOR: BONNEVIllE PACIFIC CORPORATION Case No. 91A-27701 Schedule of Payments to Principal/Executives For Period February 1 to February 28, 1997 - --------------------------------------------------------------------------------
Payee Name Position Nature of Payment Amount Ralph F Cox Director Director fees 0.00 Calvin L Rampton Director Director fees 0.00 Clark M Mower President Salary 12,566.68 Expense Reimbursement 892.64
Form 2-E Page 6 of 6 DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Quarterly Fee Summary (1) Month Ended February 28, 1997 - --------------------------------------------------------------------------------
Cash Quarterly Payment Disbursement Fee Due Check No. Date January $ 220,508.24 February 169,408.87 March Total 1st Quarter 389,917.11 April May June Total 2nd Quarter July August September Total 3rd Quarter October November December Total 4th Quarter (1) This summary is to reflect the current calendar year's information cumulative to the end of the current reporting period.
Form 2-F -----END PRIVACY-ENHANCED MESSAGE-----