-----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, HFV4RxRuGkZzZ/te3E2jgNSIMiEGI6arns9WucpBag01Kxf5x81rLZW5QQsqNiCb f4va8mDzLjjg7ScEKFVxvQ== 0000795182-97-000005.txt : 19970418 0000795182-97-000005.hdr.sgml : 19970418 ACCESSION NUMBER: 0000795182-97-000005 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: 19970417 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: 97582690 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) April 15, 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 March 1, 1997 to March 31, 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 April 15, 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 April 15, 1997 INDEX TO EXHIBITS Exhibit Page No. - ------------------------------------------------------------------------------- 28.1 Monthly Financial Report - Chapter 11, for the period March 1, 1997 to March 31, 1997, of the Registrant, dated April 15, 1997 as filed by the Registrant with the United States Bankruptcy Court for the District of Utah, Central Division on April 15, 1997 . . . . . . . . . . . . . . . .5 MONTHLY FINANCIAL REPORT CHAPTER 11 DEBTOR: BONNEVILLE PACIFIC CORPORATION ------------------------------ CASE NO. 91A-27701 For Period March 1 to March 31, 1997 --------- ------- -------------- Accounting Method Used: [X] Accrual Basis [ ] Cash Basis COVER SHEET - ------------------------------------------------------------------------------- THIS REPORT IS DUE 15 DAYS AFTER THE END OF THE Mark One Box For Each MONTH. The debtor must attach each of the following Required Report/Document reports/documents unless the U.S. Trustee has waived the requirement in writing. File original with Clerk of Court. File duplicate with U.S. Trustee. - ------------------------------------------------------------------------------- Report/Document Previously Attache 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: April 15, 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 15th day of April 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 March 31, 1997 Form 2-G - ------------------------------------------------------------------------------- Bonneville Pacific Corporation (the "Company" or "Bonneville") has continued to conduct its normal business activities during the month of March 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 March and the first part of April 1997(1) (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 - --------------- (1) This narrative attempts to summarize significant events affecting the Company through April 11, 1997. nature of the Litigation, including previous settlements(2) reached by the Trustee. For all practical purposes the Litigation has been concluded (but also see the discussion below). 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 was conditioned upon approval of the settlement by the United States District Court and the United States Bankruptcy Court. The hearing on the Trustee's Motion for Approval of the Settlement Agreement was heard as scheduled on March 17, 1997, at which hearing the Bankruptcy Court granted the Trustee's Motion and approved the settlement. Thereafter, the U.S. District Court, based upon the parties Stipulated Motion for Final Judgment and Order for Dismissal, signed the judgment and order dismissing the action Dinuba & Yanke paid the $4,500,000.00 settlement amount on or about March 21, 1997. 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 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. As of this date the Court has not ruled on the Motion. 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 - --------------- (2) Each settlement agreement should be reviewed in its entirety for all terms and conditions (and consideration) of the settlement. who or which the Trustee believe are liable to the Bonneville estate, 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. On April 10, 1997, the Trustee entered into a verbal settlement agreement with one of the entities which had signed a tolling agreement, Norwest Bank Minnesota, N.A, ("Norwest"). Pursuant to the settlement, which is to be promptly documented by formal settlement agreement, Norwest has agreed to pay to the Trustee the sum of five million dollars ($5,000,000.00) and the Trustee has agreed to waive and release all claims against Norwest. The settlement is conditioned upon approval of the settlement agreement by the United States Bankruptcy Court. 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. In addition to the above described litigation matters, the Company continues in its business operations. Significant actions and events during March 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. In prior reports (See Trustees Monthly Financial Report dated October 15, 1996), it was noted that NPC had filed various appeals relative to the 1996 arbitration proceedings. The appeals included NPC's appeal to the Nevada Supreme Court of its denied motion to enjoin the arbitration proceedings in their entirety. The Nevada Supreme Court recently denied NPC's appeal and on March 18, 1997 entered an order of Remittitur effectively concluding this appeal. The Trustee continues to monitor its appeal before the First Judicial District Court of the State of Nevada of curtailment protocols issued by the Public Service Commission of Nevada. As previously reported, NCA #1 and NPC have entered into monthly Displacement Agreements in an effort to mitigate future difficulties and curtailments. Under the Displacement Agreement, NPC, for consideration, may displace a portion of its energy purchase obligation under the Power Purchase Agreement between the parties. Due to economic conditions existing at the time, a Displacement Agreement was not entered into for the month of March, 1997. The parties have not yet determined whether to enter into a long term Displacement Agreement. 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 state 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 was attached to the Narrative to the February 1997 Monthly Financial Report and which was filed with the Bankruptcy Court on or about March 17, 1997. 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. See the Trustee's Preliminary Report (Estimate) Concerning Claims Filed Against the Estate referenced above. The Trustee anticipates that he will likely object to a number of the new claims which have been filed. Concerning Claim No. 145 filed by First Security Bank, N.A., related to the Crystal Springs Project, the Trustee and First Security have reached a settlement (which has not yet been fully documented) wherein First Security will reduce its $2,504,869.14 claim related to the Crystal Springs Project to fifty thousand dollars ($50,000.00). This settlement is conditioned upon approval by the Bankruptcy Court. On or about March 26, 1997 the Honorable Thomas R. Brett, United States District Court Judge, withdrew reference from the Bankruptcy Court of all matters related to the fee applications of the firm of LeBoeuf, Lamb, Greene & MacRae (the "LeBoeuf Firm"). The Trustee estimates that the LeBoeuf firm (which had represented the Official Unsecured Creditors' Committee prior to June 16, 1992) has or will seek final fees and costs (an administrative claim) totaling approximately several hundred thousand dollars. The Trustee intends to object to the allowance of such fees and costs. 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 past 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. Corporation Income Tax Return will be filed for the short year ended December 31, 1996. Recently the IRS has notified the Trustee that the IRS will not be auditing the Company's filed consolidated U.S. Corporation Income Tax Return for the period ending April 30, 1996. In preparation for a plan of reorganization, the Trustee on behalf of the Company 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, and from what date), 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 caused an Application seeking approval of his employment of Bear Stearns & Co., Inc as Financial Advisor to be filed with the Bankruptcy Court. The hearing on the Application was held as scheduled on March 20, 1997, at which hearing the Court approved the Application. Bear, Stearns & Co. has been employed by the Trustee and is now in the process of reviewing information and documentation to enable it to provide the required financial advisory services. 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 objections(1) 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 - --------------- (1) The Trustee as well as any other party-in-interest may object to any filed claim. 11 U.S.C. section 502(a). 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) 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) - --------------- (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. (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. 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 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 - --------------- (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). 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 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 claims(8) in this category, the Trustee estimates that - --------------- (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 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. in the range of approximately $40,000,000.00 in claims(9) appear to be valid.(10) An additional approximately $10,000,000.00 in claims(8) in this category have also been filed but such claims require additional investigation by the Trustee 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 - --------------- (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). (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. 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. 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. _____________________________________ 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 March 1 - March 31, 1997 - ------------------------------------------------------------------------------- CASH RECONCILIATION 1. Beginning Cash Balance: $122,075,329.50 2. Cash Receipts: (See Page 2 of 2)105 6,760,875.21 3. Cash Disbursements: (See Page 2 of 2) (215,808.71) ------------ 4. Net Cash Flow: 6,545,066.50 --------------- 5. Ending Cash Balance: (to Form 2-C) $128,620,396.00 =============== CASH ACCOUNT SUMMARY - ENDING BALANCES
ACCOUNT AMOUNT FINANCIAL INSTITUTION PAYROLL ACCOUNT $710.33 FIRST SECURITY BANK OF UTAH PAYROLL TAX ACCOUNT 598.12 KEY BANK OF UTAH GENERAL CORP CASH 683,865.50 KEY BANK OF UTAH CHPTR 11 TRUSTEE JOINT ACCT 10,907,818.02 (A) KEY BANK OF UTAH CHPTR 11 TRUSTEE - CD ACCT 10,974,216.71 (A) US BANK CHPTR 11 TRUSTEE - JNT CD 5,340,868.09 (A) KEY BANK OF UTAH CHPTR 11 TRUSTEE JOINT ACCT 10,329,783.34 (A) BANK ONE CHPTR 11 TRUSTEE JT SAVINGS 20,142.01 (A) BANK ONE UNITED STATES TREASURY BILLS 90,165,580.48 BANK ONE PROCEEDS FROM ASSET SALES 4,011.45 (A) KEY BANK OF UTAH KYOCERA MAINTENANCE RESERVE 192,801.95 KEY BANK OF UTAH --------------- $128,620,396.00 =============== (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 March 1 - March 31, 1997 - ------------------------------------------------------------------------------- CASH RECEIPTS JOURNALS
BANK ACCOUNT TOTAL PAGE REF PAYROLL ACCOUNT $18,372.37 A PAYROLL TAX ACCOUNT 9,927.62 B GENERAL CORP CASH 20,831.07 C CHPTR 11 TRUSTEE JOINT ACCT 5,267,740.13 E CHPTR 11 TRUSTEE - CD ACCT 0.00 N/A CHPTR 11 TRUSTEE - JNT CD 67,853.32 F CHPTR 11 TRUSTEE JOINT ACCT 132,461.11 G CHPTR 11 TRUSTEE JT SAVINGS 68,599,065.85 H UNITED STATES TREASURY BILLS 69,869,327.77 I PROCEEDS FROM ASSET SALES 11.36 J KYOCERA MAINTENANCE RESERVE 11,954.23 K --------------- 143,997,544.83 LESS: ACCOUNT TRANSFERS (137,236,669.62) --------------- TOTAL CASH RECEIPTS $6,760,875.21 ===============
CASH DISBURSEMENTS JOURNALS
BANK ACCOUNT TOTAL PAGE REF PAYROLL ACCOUNT $18,409.39 A PAYROLL TAX ACCOUNT 9,930.29 B GENERAL CORP CASH 226,964.02 D CHPTR 11 TRUSTEE JOINT ACCT 0.00 E CHPTR 11 TRUSTEE - CD ACCT 0.00 N/A CHPTR 11 TRUSTEE - JNT CD 0.00 F CHPTR 11 TRUSTEE JOINT ACCT 0.00 G CHPTR 11 TRUSTEE JT SAVINGS 68,598,174.63 H UNITED STATES TREASURY BILLS 68,599,000.00 I PROCEEDS FROM ASSET SALES 0.00 J KYOCERA MAINTENANCE RESERVE 0.00 K --------------- 137,452,478.33 LESS: ACCOUNT TRANSFERS (137,236,669.62) --------------- TOTAL CASH DISBURSEMENTS $215,808.71 ===============
FORM 2-B Page 2 of 2 DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Payroll Account For Period March 1 - March 31, 1997 - ------------------------------------------------------------------------------- CASH RECEIPTS JOURNAL
DATE DOC # PAYOR AMOUNT DESCRIPTION 03/12/97 CK# 6200 BPC - GENERAL $9,162.90 PAYROLL TRANSFER 03/27/97 CK# 6231 BPC - GENERAL 9,209.47 PAYROLL TRANSFER ---------- TOTAL CASH RECEIPTS $18,372.37 ==========
CASH DISBURSEMENTS JOURNAL
DATE DOC # PAYEE AMOUNT DESCRIPTION 03/15/97 PAYROLL SUMMARY $9,162.90 03/31/97 PAYROLL SUMMARY 9,209.47 03/31/97 BANK STMT KEY BANK OF UTAH 37.02 SERVICE CHARGE ---------- TOTAL CASH DISBURSEMENTS $18,409.39 ==========
A DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Payroll Tax Account For Period March 1 - March 31, 1997 - ------------------------------------------------------------------------------- CASH RECEIPTS JOURNAL
DATE DOC # PAYOR AMOUNT DESCRIPTION 03/12/97 CK# 6201 BPC - GENERAL $4,951.72 PR TAX TRANSFER 03/27/97 CK# 6232 BPC - GENERAL 4,975.90 PR TAX TRANSFER --------- TOTAL CASH RECEIPTS $9,927.62 =========
CASH DISBURSEMENTS JOURNAL
DATE DOC # PAYEE AMOUNT DESCRIPTION 03/12/97 CK# 1231 KEY BANK OF UTAH $4,238.36 FEDERAL TAX DEPOSIT 03/27/97 CK# 1232 KEY BANK OF UTAH 4,258.26 FEDERAL TAX DEPOSIT 03/27/97 CK# 1233 UTAH STATE TAX COMMISSION 1,431.00 STATE TAX DEPOSIT 03/31/9 BANK STMT KEY BANK OF UTAH 2.67 SERVICE CHARGE --------- TOTAL CASH DISBURSEMENTS $9,930.29 =========
B DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 General Corp Cash For Period March 1 - March 31, 1997 - ------------------------------------------------------------------------------- CASH RECEIPTS JOURNAL
DATE DOC # PAYEE AMOUNT DESCRIPTION 03/11/97 DS031197 AT&T $3.09 EXPENSE REIMBURSEMENT 03/11/97 DS031197 BONNEVILLE SPRINGFIELD 1,278.53 BANK ACCOUNT CLOSED 03/11/97 DS031197 SAN DIEGO GAS & ELECTRIC 538.38 ENERGY REVENUE-KYOCERA 03/19/97 DS031997 BEUS GILBERT & MORRILL 4,987.50 EXPENSE REIMBURSEMENT 03/19/97 DS031997 RAVENSCROFT 2,333.42 BANK ACCOUNT CLOSED 03/31/97 DS033197 DESERET TRUST FOR R. HIXON 7,813.61 SETTLEMENT PAYMENT 03/31/97 DS033197 C. MOWER 307.47 EXPENSE REIMBURSEMENT 03/31/97 DS033197 D. GARDINER 369.59 INSURANCE REIMBURSEMENT 03/31/97 BNK STMT KEY BANK OF UTAH 3,199.48 INTEREST INCOME ---------- TOTAL CASH RECEIPTS $20,831.07 ==========
C DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 General Corp Cash For Period March 1 - March 31, 1997 - ------------------------------------------------------------------------------- CASH DISBURSEMENTS JOURNAL
DATE CHECK # PAYEE AMOUNT DESCRIPTION 03/03/97 1006172 AIRBORNE EXPRESS 17.00 EXPRESS MAIL EXPENSE 03/03/97 1006173 VOID VOID VOID 03/03/97 1006174 AUTOMATED OFFICE SYSTEMS 311.24 OFFICE SUPPLIES & EXPENSE 03/03/97 1006175 BENEFICIAL LIFE INSURANCE 781.39 INSURANCE - LIFE 03/03/97 1006176 BEUS GILBERT & MORRILL 1,050.00 APARTMENT RENT REIMBURSEMENT 03/03/97 1006177 VOID VOID VOID 03/03/97 1006178 BPC-KYOCERA MAINT RESERVE 11,195.00 TRANSFER - MAINT RESERVE ACCT 03/03/97 1006179 CASH 490.46 OFFICE SUPPLIES & EXPENSE 03/03/97 1006180 G NEIL COMPANIES 5.00 OFFICE SUPPLIES & EXPENSE 03/03/97 1006181 HERITAGE PRODUCTS INC 84.75 OFFICE SUPPLIES & EXPENSE 03/03/97 1006182 INTERWEST GROUP INC 45.00 OFFICE SUPPLIES & EXPENSE 03/03/97 1006183 VOID VOID VOID 03/03/97 1006184 VOID VOID VOID 03/03/97 1006185 MOUNTAIN STATES OFF PRODCT 151.95 OFFICE SUPPLIES & EXPENSE 03/03/97 1006186 NATIONAL HEALTH CARE TRUST 22,278.60 INSURANCE HEALTH & DENTAL 03/03/97 1006187 OFFICE TEAM 158.40 OFFICE SUPPLIES & EXPENSE 03/03/97 1006188 PITNEY BOWES INC 163.64 OFFICE SUPPLIES & EXPENSE 03/03/97 1006189 REDMAN VAN & STORAGE CO 684.74 RENT STORAGE SPACE 03/03/97 1006190 SEDGWICK JAMES OF COLORADO 175.00 INSURANCE-RECLAMATION BONDS 03/03/97 1006191 UNUM LIFE INSURANCE CO 1,625.78 INSURANCE-DISABILITY 03/03/97 1006192 US WEST COMMUNICATIONS 773.46 TELEPHONE EXPENSE 03/03/97 1006193 BONNEVILLE PACIFIC SERVICES 1,454.27 KYOCERA O&M EXPENSE 03/03/97 1006194 TOM MATTHEWS 1,050.00 RENT-APARTMENT FOR AUDITORS 03/04/97 1006195 AMPCO SYSTEM PARKING 622.00 RENT-PARKING 03/04/97 1006196 MOUNT OLYMPUS WATER 40.53 OFFICE SUPPLIES & EXPENSE 03/04/97 1006197 AMPCO SYSTEM PARKING 75.00 RENT-PARKING 03/04/97 1006198 SALT LAKE COUNTY ASSESSOR 1,169.42 1997 PROPERTY TAXES 03/11/97 1006199 50 WEST BROADWAY ASSOC INC 12,573.00 RENT-OFFICE SPACE & PARKING 03/12/97 1006200 BONNEVILLE PACIFIC/PAYROLL 9,162.90 TRANSFER-PAYROLL ACCT 03/12/97 1006201 BPC PAYROLL TAX ACCOUNT 4,951.72 TRANSFER-PAYROLL TAX ACCT 03/12/97 1006202 WELLS FARGO BANK 759.04 401K CONTRIBUTIONS 03/12/97 1006203 OLSON & REID PC 160.50 OFFICE SUPPLIES & EXPENSE 03/17/97 1006204 AIRBORNE EXPRESS 8.50 EXPRESS MAIL EXPENSE 03/17/97 1006205 ARIZONA DEPARTMENT OF REV 45.00 STATE INCOME TAX 03/17/97 1006206 AUTOMATED OFFICE SYSTEMS 266.57 OFFICE SUPPLIES & EXPENSE 03/17/97 1006207 BONNEVILLE PACIFIC SERVICES 22,200.00 KYOCERA O&M EXPENSE 03/17/97 1006208 COMPUSERVE 9.95 OFFICE SUPPLIES & EXPENSE 03/17/97 1006209 DEAN WITTER REYNOLDS INC 896.80 PROOF OF CLAIMS FEES 03/17/97 1006210 FRONTIER COMMUNICATIONS 1,328.73 TELEPHONE EXPENSE 03/17/97 1006211 IDAHO STATE TAX COMMISSION 60.00 STATE INCOME TAX 03/17/97 1006212 INTERWEST GROUP INC 45.00 OFFICE SUPPLIES & EXPENSE 03/17/97 1006213 INDEPENDENT POWER MARKETS 725.00 DUES & SUBSCRIPTIONS 03/17/97 1006214 VOID VOID VOID
D-1 DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 General Corp Cash For Period March 1 - March 31, 1997 - ------------------------------------------------------------------------------- CASH DISBURSEMENTS JOURNAL (CONTINUED)
DATE CHECK # PAYEE AMOUNT DESCRIPTION 03/17/97 1006215 MOUNT OLYMPUS WATER 33.79 OFFICE SUPPLIES & EXPENSE 03/17/97 1006216 OFFICE TEAM 422.40 OFFICE SUPPLIES & EXPENSE 03/17/97 1006217 OMNI COMPUTER PRODUCTS 256.31 OFFICE SUPPLIES & EXPENSE 03/17/97 1006218 THE PLANT GALLERY 139.00 OFFICE SUPPLIES & EXPENSE 03/17/97 1006219 SAN DIEGO GAS & ELECTRIC 101.26 KYOCERA O&M EXPENSE 03/17/97 1006220 THE SEC INSTITUTE INC 1,790.00 CONFERENCES & SEMINARS 03/17/97 1006221 STEVEN H STEPANEK 237.74 TRAVEL REIMBURSEMENT 03/17/97 1006222 TRAVEL ZONE CRUISE ZONE 2,212.50 TRAVEL EXPENSE 03/17/97 1006223 WELLS FARGO BANK 15.00 401 BANK FEES 03/17/97 1006224 TODD L WITWER 762.20 TRAVEL REIMBURSEMENT 03/17/97 1006225 XEROX CORPORATION 402.12 OFFICE SUPPLIES & EXPENSE 03/17/97 1006226 JD GRIFFIN & ASSOCIATES PC 6,149.00 OFFICE SUPPLIES & EXPENSE 03/19/97 1006227 VOID VOID VOID 03/19/97 1006228 MARCIA CUSTER 800.68 OFFICE SUPPLIES & EXPENSE 03/21/97 1006229 BEAR STEARNS & CO INC 100,000.00 PROFESSIONAL FEES 03/21/97 1006230 UNITED PARCEL SERVICE 13.17 EXPRESS MAIL EXPENSE 03/27/97 1006231 BONNEVILLE PACIFIC/PAYROLL 9,209.47 TRANSFER-PAYROLL ACCT 03/27/97 1006232 BPC PAYROLL TAX ACCOUNT 4,975.90 TRANSFER-PAYROLL TAX ACCT 03/27/97 1006233 WELLS FARGO BANK 759.04 401K CONTRIBUTIONS 03/27/97 1006234 THE PRUDENTIAL 1,038.46 INSURANCE-DISABILITY 03/31/97 BANK STMT KEY BANK OF UTAH 50.64 BANK SERVICE CHARGE ----------- TOTAL CASH DISBURSEMENTS $226,964.02 ===========
D-2 DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Chapter 11 Trustee Joint Account For Period March 1 - March 31, 1997 - ------------------------------------------------------------------------------- CASH RECEIPTS JOURNAL
DATE DOC # PAYOR AMOUNT DESCRIPTION 03/11/97 STATE OF CALIFORNIA $739,323.11 STATE TAX REFUND 03/21/97 YANKE/DINUBA 4,500,000.00 SETTLEMENT PAYMENT 03/31/97 BANK STMT KEY BANK OF UTAH 28,417.02 INTEREST INCOME ------------- TOTAL $5,267,740.13 =============
CASH DISBURSEMENTS JOURNAL DATE DOC # PAYEE AMOUNT DESCRIPTION NONE E DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Chapter 11 Trustee JT - CD Account For Period March 1 - March 31, 1997 - ------------------------------------------------------------------------------- CASH RECEIPTS JOURNAL
DATE DOC # PAYOR AMOUNT DESCRIPTION 03/31/97 BANK STMT KEY BANK OF UTAH $67,853.32 INTEREST INCOME
CASH DISBURSEMENTS JOURNAL DATE DOC # PAYEE AMOUNT DESCRIPTION NONE F DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Chapter 11 Trustee - CD Account For Period March 1 - March 31, 1997 - ------------------------------------------------------------------------------- CASH RECEIPTS JOURNAL
DATE DOC # PAYOR AMOUNT DESCRIPTION 03/31/97 BANK STMT BANK ONE $132,461.11 INTEREST INCOME
CASH DISBURSEMENTS JOURNAL DATE DOC # PAYEE AMOUNT DESCRIPTION NONE G DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Chapter 11 Trustee JT Savings For Period March 1 - March 31, 1997 - ------------------------------------------------------------------------------- CASH RECEIPTS JOURNAL
DATE DOC # PAYOR AMOUNT DESCRIPTION 03/06/97 MEMO ADVC BANK ONE $38,636,000.00 TRNSFR-T-BILL MATURITY 03/13/97 MEMO ADVC BANK ONE 22,260,000.00 TRNSFR-T-BILL MATURITY 03/20/97 MEMO ADVC BANK ONE 7,703,000.00 TRNSFR-T-BILL MATURITY 03/31/97 BANK STMT BANK ONE 65.85 INTEREST INCOME -------------- TOTAL $68,599,065.85 ==============
CASH DISBURSEMENTS JOURNAL
DATE DOC # PAYEE AMOUNT DESCRIPTION 03/06/97 MEMO ADVC BANK ONE $38,635,850.89 TRNSFR-PURCHASE T-BILL 03/13/97 MEMO ADVC BANK ONE 22,259,695.70 TRNSFR-PURCHASE T-BILL 03/20/97 MEMO ADVC BANK ONE 7,702,628.04 TRNSFR-PURCHASE T-BILL -------------- TOTAL $68,598,174.63 ==============
H DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Short Term Marketable Securities For Period March 1 - March 31, 1997 - ------------------------------------------------------------------------------- CASH RECEIPTS JOURNAL
DATE DOC # PAYOR AMOUNT DESCRIPTION 03/06/97 MEMO ADVC BANK ONE $471,557.09 DISCOUNT COLLECTED 03/06/97 MEMO ADVC BANK ONE 38,635,850.89 TRNSFR-PURCHASE T-BILL 03/13/97 MEMO ADVC BANK ONE 595,881.66 DISCOUNT COLLECTED 03/13/97 MEMO ADVC BANK ONE 22,259,695.70 TRNSFR-PURCHASE T-BILL 03/20/97 MEMO ADVC BANK ONE 203,714.39 DISCOUNT COLLECTED 03/20/97 MEMO ADVC BANK ONE 7,702,628.04 TRNSFR-PURCHASE T-BILL -------------- TOTAL $69,869,327.77 ==============
CASH DISBURSEMENTS JOURNAL
DATE DOC # PAYEE AMOUNT DESCRIPTION 03/06/97 MEMO ADVC BANK ONE $38,636,000.00 TRNSFR-T-BILL MATURITY 03/13/97 MEMO ADVC BANK ONE 22,260,000.00 TRNSFR-T-BILL MATURITY 03/20/97 MEMO ADVC BANK ONE 7,703,000.00 TRNSFR-T-BILL MATURITY -------------- TOTAL $68,599,000.00 ==============
I DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Proceeds From Asset Sales For Period March 1 - March 31, 1997 - ------------------------------------------------------------------------------- CASH RECEIPTS JOURNAL
DATE DOC # PAYOR AMOUNT DESCRIPTION 03/31/97 BANK STMT KEY BANK OF UTAH $11.36 INTEREST INCOME
CASH DISBURSEMENTS JOURNAL DATE DOC # PAYEE AMOUNT DESCRIPTION NONE J DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Kyocera Maintenance Reserve For Period March 1 - March 31, 1997 - ------------------------------------------------------------------------------- CASH RECEIPTS JOURNAL
DATE DOC # PAYOR AMOUNT DESCRIPTION 03/01/97 CK# 6178 BONNEVILLE PACIFIC CORP $11,195.00 TRANSFER 03/31/97 BNK STMT KEY BANK OF UTAH 759.23 INTEREST INCOME ---------- TOTAL CASH RECEIPTS $11,954.23 ==========
CASH DISBURSEMENTS JOURNAL DATE DOC # PAYEE AMOUNT DESCRIPTION NONE K DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Balance Sheet As of March 31, 1997 - ------------------------------------------------------------------------------- ASSETS Current Assets: Cash $128,620,396 Accounts receivable - trade 3,697 Accounts receivable - settlements (Note 4) 10,250,000 Accounts receivable - affiliates 298,941 Prepaid Insurance 22,033 Accrued interest receivable 690,544 ------------ Total current assets $139,885,611 Fixed Assets: Land 198,424 Equipment, furniture and fixtures 3,750,994 ------------ Total fixed assets 3,949,418 Less: Accumulated depreciation <3,068,792> ------------ Net fixed assets 880,626 Other Assets: Investment in and advances to subsidiaries and partnership 30,044,319 Other assets 1,820 ------------ Total other assets 30,046,139 ------------ TOTAL ASSETS $170,812,376 ============ LIABILITIES Post-petition liabilities: Accounts payable - trade $ 94,227 Accounts payable - professional fees and costs (Note 4) 6,979,756 Accrued income taxes payable (Note 5) 170,247 Taxes payable 99,765 Accrued interest 0 ------------ Total post-petition liabilities $ 7,343,995 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 107,104,839 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 763,919 ------------ TOTAL OWNERS' EQUITY (Notes 1 and 3) 63,707,537 ------------ TOTAL LIABILITIES AND OWNERS' EQUITY $170,812,376 ============ Form 2-C DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Profit and Loss Statement For Period March 1 - March 31, 1997 - ------------------------------------------------------------------------------- Gross operating revenue $ 103,655 Less discount, returns and allowances 0 --------- Net operating revenue $ 103,655 Cost of goods sold <124,056> ----------- Gross profit <20,401> Operating expenses: Salaries and wages 28,276 Rent and leases 13,413 Payroll taxes 2,119 Insurance 1,157 Other 22,463 --------- Total operating expenses <67,428> ---------- Operating income (loss) <87,829> Legal and professional fees and costs (Note 4) 1,754,259 Depreciation, depletion and Administration 1,333 Interest expense 0 --------- Total <1,755,592> ----------- Net operating income (loss) <1,843,421> Non-operating income and (expenses): Interest income 553,969 Other income 5,304 Other income - settlements (Note 4) 5,250,749 Equity in earnings (losses) of subsidiaries and partnerships (Note 2) 612,709 --------- Net non-operating income or (expenses) 6,422,731 ---------- Net income (loss) before income taxes 4,579,310 Provision for income taxes (Note 5) 91,727 ---------- NET INCOME (LOSS) $4,487,583 ========== Form 2-D Page 1 of 3 DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 General Notes to Financial Statements For Period March 1 to March 31, 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" dated March 17, 1997, which was originally filed on March 17, 1997 and which was originally attached to the Financial Report for the period February 1, 1997 through February 28, 1997, a copy of 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 March 1 to March 31, 1997 - ------------------------------------------------------------------------------- 4. Accounts Receivable Settlements represent only court approved settlements where all conditions precedent have occurred and the settlements were fully effective as of March 31, 1997 and are reflected on the March 31, 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 $2,600,000 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 March 1 to March 31, 1997 - -------------------------------------------------------------------------------
Beginning Payments Date Check Ending Balance Adjustments Additions Deposits Paid Numb. Balance Income tax withheld: Federal $ 0.00 $ $ <4,258.70> $ 2,124.42 03/12/97 1231 $ 0.00 2,134.28 03/27/97 1232 State 0.00 <1,431.00> 1,431.00 03/27/97 1233 FICA tax withheld 0.00 <2,118.96> 1,056.97 03/12/97 1231 1,061.99 03/27/97 1232 0.00 Employer's FICA tax 0.00 <2,118.96> 1,056.97 03/12/97 1231 1,061.99 03/27/97 1232 0.00 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 <97,548.00> <2,217.00> <99,765.00> Accrued income tax: Federal <78,647.00> 0.00 <91,600.00> 0.00 <170,247.00> State 0.00 0.00 0.00 Delaware franchise tax 0.00 0.00 Employee withholding 0.00 <1,518.08> 759.04 03/12/97 1006202 0.00 759.04 03/27/97 1006233 -------------- ----------- ------------- ---------- -------------- TOTALS $ <176,195.00> $ 0.00 $<105,262.70> $11,445.70 $ <270,012.00> ============== =========== ============= ========== ==============
DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Insurance Schedule For Period March 1 to March 31, 1997 - -------------------------------------------------------------------------------
Policy Amount of Expiration Premium Paid Carrier/Agent Coverage Date Thru Date Worker's Compensation Various State Funds Statutory $1,000,000 (A) 03/31/97 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 March 1 to March 31, 1997 - -------------------------------------------------------------------------------
Accounts Non-Affiliate Accounts Payable Accounts Payable Professional Receivable Trade Fees Under 30 days $10,253,694 $ 81,207 $6,797,271 30 to 60 days 0 8,446 0 61 to 90 days 3 0 0 Over 90 days 0 4,574 182,485 ----------- ---------- ---------- Total post-petition 10,253,697 94,227 6,979,756 Pre-petition amounts 0 3,527,206 0 ----------- ---------- ---------- Total accounts receivable $10,253,697 =========== Total accounts payable $3,621,433 $6,979,756 ========== ========== Affiliate Accounts Receivable Under 30 days $ 5,103 30 to 60 days 23,137 61 to 90 days 45,205 Over 90 days 225,496 ---------- Total post-petition affiliate accounts receivable $ 298,941 ===========
Form 2-E Page 3 of 6 DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Schedule of Payments of Fees and Costs to Attorneys and Other Professionals For Period March 1 to March 31, 1997 - -------------------------------------------------------------------------------
Date of Court Estimated Amount Paid Approval Balance Due Counsel for Unsecured Creditors' Committee $ 0 $ 139,487 Court Appointed Trustee 0 101,736 (1) Trustee's Counsel 0 250,522 (1) Trustee's Accountants 0 103,353 Trustee's Special Plan Counsel 0 166,699 Special Litigation Counsel for Trustee - Costs 0 360,186 Trustee - Fees 0 5,714,775 (2) Buccino and Associates 0 42,998 (3) Auditors 0 100,000 Financial Consultants 100,000 3/20/97 0 -------- ---------- Total $100,000 $6,979,756 ======== ==========
- --------------- (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 are accrued when settlements are approved by the Court. The contingent fees that have been accrued on settlements approved by the Court are as follows: 1. $6,000,000.00 - Westinghouse Settlement Fees - $1,980,000.00 2. $3,000,000.00 - Piper Jaffray Settlement Fees - $990,000.00 3. $4,500,000.00 - Yanke Dinuba Settlement Fees - $1,485,000.00 4. $1,750,000.00 - Mayer Brown Settlement Fees - $577,500.00 5. $1,300,000.00 - Johnson Settlement Fees - $429,000.00 6. $767,500.00 - Calpine Settlement Fees - $253,275.00 Form 2-E Page 4 of 6 The $6,000,000.00 Westinghouse settlement payment, the $3,000,000.00 Piper Jaffray settlement payment and approximately $1,250,000.00 of the Johnson settlement have not yet been received by the estate, but the settlements were approved and such settlements have been booked as receivables. (3) Pursuant to Order dated October 15, 1996, the Court approved the Application for Certain Costs in the amount of $60,297.25 of Buccino & Associates, taken under advisement at a hearing held on August 11, 1992. Payment of the $60,297.25 was ordered but Buccino & Associates was paid an $80,000.00 pre-petition retainer for which it had not accounted. Furthermore the Court's Order, dated October 15, 1996, did not specify whether $59,049.00 in actual fees as well as an additional $13,525.93 in costs which were the subject matter of the application taken under advisement were allowed. As a consequence, the Trustee filed a Request for Clarification of the Court's Order dated October 15, 1996 and at a hearing held on April 1, 1997 the Court ordered payment of the sum of $42,997.97 to Buccino & Associates as final fees and costs. Further information concerning settlements is contained in the narrative which is attached. Form 2-E Page 5 of 6 DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Schedule of Payments to Principal/Executives For Period March 1 to March 31, 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
Form 2-E Page 6 of 6 DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Quarterly Fee Summary (1) Month Ended March 31, 1997 - -------------------------------------------------------------------------------
Cash Quarterly Payment Disbursement Fee Due Check No. Date January $ 220,508.24 February 169,408.87 March 215,808.71 ------------- Total 1st Quarter 605,725.82 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-----