-----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, S3j2xyRg9i/YcN3k9AydQyV2ZUdB/VXGWhESIOqhxLIwq3AzUfRBQLN478p1Bk1D vsY9y7bfVq/nkX93phKENw== 0000795182-98-000021.txt : 19980724 0000795182-98-000021.hdr.sgml : 19980724 ACCESSION NUMBER: 0000795182-98-000021 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 16 CONFORMED PERIOD OF REPORT: 19980615 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980723 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: SEC FILE NUMBER: 000-14846 FILM NUMBER: 98670356 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 DISCLOSURE STATEMENT Vernon L. Hopkinson (3656) Daniel J. Torkelson (4426) Julie A. Bryan (4805) COHNE, RAPPAPORT & SEGAL, P.C. 525 East 100 South, Suite 500 Salt Lake City, Utah 84102 Telephone: (801) 532-2666 General Counsel for the Trustee Martin J. Bienenstock WEIL GOTSHAL & MANGES, L.L.P. 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Special Plan Counsel for the Trustee IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF UTAH CENTRAL DIVISION - ------------------------------------------------------------- ) In re ) ) Bankruptcy No. 91A-27701 BONNEVILLE PACIFIC ) (Chapter 11) CORPORATION, ) ) (Honorable John H. Allen) Debtor. ) ) - ------------------------------------------------------------- DISCLOSURE STATEMENT (AMENDED) FOR TRUSTEE'S AMENDED CHAPTER 11 PLAN FOR THE ESTATE OF BONNEVILLE PACIFIC CORPORATION DATED APRIL 22, 1998 TABLE OF CONTENTS I. INTRODUCTION . . . . . . . . . . . . . . . . . . . . 9 II. SUMMARY OF CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS UNDER THE PLAN. . . . . . . . . . . . . 16 III. ASSETS OF BONNEVILLE PACIFIC CORPORATION . . . . . . 19 A. Assets (as of December 31, 1997) . . . . . . 20 B. General Discussion Concerning Current Assets 20 1. Introduction. . . . . . . . . . . . . . 20 2. Cash. . . . . . . . . . . . . . . . . . 20 3. Accounts and Other Receivables. . . . . 21 4. Real Property . . . . . . . . . . . . . 22 5. Miscellaneous Contingent Assets . . . . 23 6. Estimated Value of Existing Businesses. 24 7. Cash at BNC and BPSC. . . . . . . . . . 26 IV. GENERAL DISCUSSION CONCERING LIABILITIES, CLASSIFICATIONS AND TREATMENT UNDER THE PLAN. . . 27 A. Introduction . . . . . . . . . . . . . . . . 27 B. Secured Claims . . . . . . . . . . . . . . . 28 C. Administrative and Priority Claims . . . . . 28 1. Other Priority Claims (Class 1) . . . . 28 2. Post-Petition Taxes . . . . . . . . . . 28 3. Other Administrative Claims . . . . . . 30 4. Plan Treatment. . . . . . . . . . . . . 31 D. Bank Debt (Class 2). . . . . . . . . . . . . 32 E. Trade and Other Debt (Class 3) . . . . . . . 32 F. Debenture Claims (Class 4) . . . . . . . . . 34 G. Prepetition Selling Debenture Claims (Class 5). . . . . . . . . . . . . . . . . 34 H. Post-petition Selling Debenture Claims (Class 6) . . . . . . . . . . . . . . . . 36 I. Limited Partner Claims (Class 7) . . . . . . 39 J. Deeply Subordinated Claims (Class 8) . . . . 41 K. Section 510(b) Equity Claims (Class 9) . . . 41 L. Cigna Claim - Class 10 . . . . . . . . . . . 45 M. Equity Interests (Existing Common Stock) (Class 11). . . . . . . . . . . . . . . . 45 N. Discretionary Notes and Halcyon Payment. . . 46 O. Impaired (Class 5 through 10) and Unimpaired (Class 1 through 4 and 11) Classes. . . . 48 Page 2 V. ESTIMATED VALUATION OF PLAN COMMON STOCK . . . . . . 48 VI. FURTHER DISCUSSION OF THE TERMS OF THE PLAN. . . . . 55 A. Further Discussion Concerning Current Debenture Claims (Class 4). . . . . . . . 55 B. Further Discussion Concerning Deeply Subordinated Claims (Class 8) . . . . . . 57 C. CIGNA Claim (Class 10) . . . . . . . . . . . 58 D. Equity Interests (Existing Common Stock) (Class 11). . . . . . . . . . . . . . . . 59 E. Post-Petition Interest (Classes 1, 2, 3 And 4). . . . . . . . . . . . . . . . . . 62 F. Consistent Claim Calculation . . . . . . . . 66 G. Subordination of Classes 5, 6, 7, 8, 9, and 10. . . . . . . . . . . . . . . . . . 67 H. Division Between Classes 9, 10 and 11. . . . 68 I. Reverse Stock Split. . . . . . . . . . . . . 68 J. Gohler Class Action Litigation . . . . . . . 71 K. Certain Miscellaneous Provisions . . . . . . 72 1. Jurisdiction. . . . . . . . . . . . . . 72 2. Executory Contracts . . . . . . . . . . 73 3. Discharge of all Debts and Related Injunction . . . . . . . . . . . . . 74 4. Warranty by Claimants of Entitlement to Distributions . . . . . . . . . . 75 5. Revesting . . . . . . . . . . . . . . . 76 6. Two (2) Year Period to Receive Distributions. . . . . . . . . . . . 76 7. Claim Objections, Late Claims or Amended Claims . . . . . . . . . . . 77 8. Debtor's Business Records and Other Documents. . . . . . . . . . . . . . 77 9. ERISA Compliance. . . . . . . . . . . . 78 10. Administrative Claim Bar Date . . . . . 78 11. Cash in Lieu of Small Stock Distribution . . . . . . . . . . . . 78 12. Whole Shares of Plan Common Stock . . . 79 13. Surrender of Debentures or Instruments. 79 14. United States Trustee Fees; 28 U.S.C. Section 1930(a)(6) . . . . . . . . . 79 VII. BONNEVILLE PACIFIC CORPORATION: PRIOR TO BANKRUPTCY (1980 TO DECEMBER 5, 1991) . . . . . . 80 A. Introduction . . . . . . . . . . . . . . . . 80 B. Bonneville Pacific Corporation Organization And Prepetition Public Offerings. . . . . 80 C. Prepetition Operations . . . . . . . . . . . 82 D. Portland General's Entrance, Exit and the Filing of Bonneville's Bankruptcy Petition. . . . . . . . . . . . . . . . . 84 E. Prepetition Management Compensation and Other Transfers . . . . . . . . . . . . . 86 1. The Bonneville Insiders . . . . . . . . 86 2. Other Officers. . . . . . . . . . . . . 87 3. Executive Compensation. . . . . . . . . 89 Page 3 4. Severance Payments. . . . . . . . . . . 89 5. The ESOP. . . . . . . . . . . . . . . . 90 6. Other Transfers to Bonneville Insiders. 91 7. Transfers to Professionals. . . . . . . 92 VIII. BONNEVILLE PACIFIC CORPORATION: THE DEBTOR-IN- POSSESSION (DECEMBER 5, 1991 TO JUNE 12 1992) . . 93 A. Overview . . . . . . . . . . . . . . . . . . 93 B. Employment of Professionals. . . . . . . . . 94 C. Major Events During the Debtor-in- possession's Term . . . . . . . . . . . . 95 D. The Debtor-in-possession's Asset Valuation And Chapter 11 Plan . . . . . . . . . . .101 E. Professional Fees and Expenses . . . . . . .104 IX. BANKRUPTCY COURT'S SUA SPONTE ORDERING OF THE APPOINTMENT OF AN EXAMINER AND THEN A TRUSTEE . . . . . . . .106 A. Overview . . . . . . . . . . . . . . . . . .106 B. Appointment of the Examiner. . . . . . . . .107 C. The Examiner's Report. . . . . . . . . . . .108 D. Appointment of the Trustee . . . . . . . . .108 X. THE TRUSTEE'S ADMINISTRATION OF BONNEVILLE'S BANKRUPTCY ESTATE (JUNE 12, 1992 AND THEREAFTER).109 A. The Trustee. . . . . . . . . . . . . . . . .109 B. Summary of Bonneville's Financial Condition At the Time of the Trustee's Appointment.110 C. Summary of Bonneville's Current Financial Condition . . . . . . . . . . . . . . . .111 D. Employment of Professionals. . . . . . . . .112 E. Dispositions of Interests in Subsidiaries and Partnerships. . . . . . . . . . . . .116 1. Yuma Project. . . . . . . . . . . . . .118 2. Lehi Project. . . . . . . . . . . . . .118 3. Island Park Project . . . . . . . . . .119 4. Koyle Ranch Project . . . . . . . . . .119 5. BP Associates, Fulcrum Inc. and Black Canyon Project . . . . . . . . . . .120 6. Felt Dam Project. . . . . . . . . . . .120 7. Recomp. . . . . . . . . . . . . . . . .120 8. Martin Creek Project. . . . . . . . . .121 9. Mammoth Lake Geothermal Project . . . .121 10. American Atlas Project. . . . . . . . .123 11. Sacramento Cogeneration Project (SMUD).123 12. Santa Maria Project . . . . . . . . . .123 13. Westinghouse Financed Projects: BWETA, Dinuba, Tamarack . . . . . . . . . .124 Page 4 14. Watsonville Project . . . . . . . . . .125 15. Pigeon Cove Project . . . . . . . . . .125 16. Ravenscroft Project . . . . . . . . . .125 17. Long Sault Project. . . . . . . . . . .126 18. NCA #2. . . . . . . . . . . . . . . . .126 F. Disposition of Other Assets. . . . . . . . .127 G. Collection of Miscellaneous Assets . . . . .128 H. Remaining Businesses . . . . . . . . . . . .128 1. Bonneville Fuels, Corp. . . . . . . . .129 2. Bonneville Nevada Corporation . . . . .130 3. Bonneville Pacific Service Company, Inc. . . . . . . . . . . . . . . . .134 4. Kyocera Project . . . . . . . . . . . .135 I. Litigation: SEGAL (TRUSTEE) V. PORTLAND GENERAL ET. AL. (United States District Court for the District of Utah, Case No. 92-C-364J and Cases Severed Therefrom or Related Thereto). . . . . . . . . . . . .136 J. Litigation: Other . . . . . . . . . . . . .142 K. Cooperation with Federal Prosecutors Concerning Insiders . . . . . . . . . . .143 L. Fees and Costs Paid to the Trustee's Professionals . . . . . . . . . . . . . .144 XI. FUTURE BUSINESS OF THE REORGANIZED DEBTOR. . . . . .147 A. Business Plan Prepared by Current Management. . . . . . . . . . . . . . . .147 B. Current Management . . . . . . . . . . . . .150 C. Management of the Reorganized Debtor . . . .152 XII. CERTAIN RISK FACTORS . . . . . . . . . . . . . . . .153 XIII. LIQUIDATION ALTERNATIVE. . . . . . . . . . . . . . .158 XIV. SECURITIES LAW CONSIDERATIONS. . . . . . . . . . . .162 A. The Securities To Be Issued Under The Plan .164 1. Initial Issuance of Stock To Creditors.164 2. Resales or Transfers of Plan Securities . . . . . . . . . . . . .164 B. Securities Registration, Quotation and Listing . . . . . . . . . . . . . . . . .167 1. Registration and Reporting. . . . . . .167 2. Limited Market For Securities Issued Under the Plan . . . . . . . . . . .168 XV. CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN.169 A. Consequences to Holders of Allowed Claims And Interestholders . . . . . . . . . . .170 1. Holders of Allowed Claims in Classes 1 through 4 and Class 8. . . . . . .170 2. Holders of Allowed Claims in Classes 5 and 6. . . . . . . . . . . . . . .171 3. Holders of Allowed Claims in Class 7. .171 Page 5 4. Holders of Allowed Claims in Class 9. .171 5. Holders of Allowed Cigna Claim in Class 10 . . . . . . . . . . . . . .172 6. Holders of Equity Interests in Class 11 . . . . . . . . . . . . . .172 7. Treatment of Interest . . . . . . . . .172 8. Disputed Claims Reserve . . . . . . . .173 B. Backup Withholding . . . . . . . . . . . . .173 C. Consequences to Debtor . . . . . . . . . . .174 1. Utilization of Built-In Losses. . . . .174 2. Consolidated Return Items . . . . . . .176 XVI. VOTING PROCEDURES AND REQUIREMENTS . . . . . . . . .176 A. Ballots and Voting Deadlines . . . . . . . .176 B. Parties in Interest Entitled to Vote . . . .179 C. Vote Required For Class Acceptance . . . . .181 XVII. CONFIRMATION AND CONSUMMATION PROCDURE . . . . . . .182 A. Confirmation Hearing . . . . . . . . . . . .182 B. Requirements for Confirmation of the Plan. .183 1. Unsecured Claims. . . . . . . . . . . .184 2. Equity Interests. . . . . . . . . . . .184 C. Effect of Confirmation Order . . . . . . . .185 D. Consummation . . . . . . . . . . . . . . . .185 XVIII. CONCLUSION . . . . . . . . . . . . . . . . . . . . .185 Page 6 LIST OF EXHIBITS Exhibit Description of Exhibit 1 The Trustee's Chapter 11 Plan for the Estate of Bonneville Pacific Corporation dated April 22, 1998 with its attachments. Exhibits to the Plan are: Plan Exhibit Description of Exhibit "A" List of Allowed Other Priority Claims (Class 1) "B" List of Allowed Bank Debt Claims (Class 2) "C" List of Allowed Trade and Other Claims (Class 3) "D" List of Allowed Prepetition Selling Debenture Claims as uniformly calculated by the Trustee (Class 5) "E" List of Post-petition Selling Debenture Claims as uniformly calculated by the Trustee and Allowed (limited) in the Plan (Class 6) "F" List of Limited Partner Claims as uniformly calculated by the Trustee and Allowed (limited) in the Plan (Class 7) "G" List of Allowed Deeply Subordinated Claims (Class 8) "H" List of Allowed Section 510(b) Equity Claims of Claimants who purchased and sold Existing Common Stock as uniformly calculated by the Trustee (Class 9) "I" List of Allowed Section 510(b) Equity Claims of Claimants who purchased Existing Common Stock and have not reported stock as sold as uniformly calculated by the Trustee (Class 9) "J" Discretionary Notes "K" List of Executory Contracts or Unexpired Leases to be Assumed (if any) 2 Valuation by Bear Stearns & Co., Inc. concerning estimated value of the Debtor's and its subsidiaries' operating businesses 3 Business Plan Prepared by Current Management 4 Orders of Bankruptcy Court entered on July 2, 1998, approving the Disclosure Statement and dealing with other matters including, but not limited to, the Court's temporary allowance of certain Claims for voting purposes due to the Trustee's objection to and/or motion to estimate certain Claims as set forth in the Plan 5 List from Debtor-in-possessions' Statement of Affairs of prepetition businesses in which the Debtor was a partner or owned 5% or more of the voting securities I. INTRODUCTION Roger G. Segal (the "Trustee"), the duly appointed, qualified and acting trustee of the Chapter 11 bankruptcy estate of Bonneville Pacific Corporation ("Bonneville" or the "Debtor") submits this Disclosure Statement pursuant to Section 1125 of the United States Bankruptcy Code to creditors of Bonneville (collectively sometimes referred to as the "Creditors" or "Claimants") and to the owners of equity securities of Bonneville (sometimes collectively referred to as "Interestholders" or "Stockholders" or "Equity Interest Holders") in connection with i) solicitation of acceptances or rejections from Claimants of the Plan of Reorganization proposed by the Trustee dated April 22, 1998, as amended (the "Plan"), filed with the United States Bankruptcy Court for the District of Utah (the "Bankruptcy Court"), the Honorable John H. Allen, United States Bankruptcy Judge, presiding, and ii) the hearing on the Confirmation of the Plan currently scheduled for August 26, 1998 at 9:00 o'clock a.m.. Unless otherwise defined herein, all capitalized terms contained in this Disclosure Statement shall have the meanings ascribed to them in the Plan. The Bankruptcy Court sagaciously ordered the appointment of an independent trustee for Bonneville approximately six (6) months after Bonneville originally filed its December 5, 1991 bankruptcy petition. Based on the Bankruptcy Court's order, on June 12, 1992 the United States Trustee appointed Roger G. Segal to serve as the independent trustee for the Debtor, and at all times thereafter he has so served. When the Trustee was appointed Bonneville possessed insufficient assets to pay general unsecured creditors in full and, therefore, subordinated Claimants and Bonneville's Interestholders could anticipate little, if any, value or distributions from the Estate. Now, after rehabilitating Bonneville's businesses and Page 9 obtaining significant litigation recoveries, the Estate possesses sufficient assets to pay general unsecured creditors (Classes 1 through 4) in full with interest, to pay subordinated creditors (Classes 5 through 10) a material part of their claims in stock in the Reorganized Debtor, and to leave current Interestholders (Class 11) with their existing stock which stock now has value. FOR A SUMMARY OF THE CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS UNDER THE PLAN, SEE THE TABLE AT PAGES 18 AND 19 OF THIS DISCLOSURE STATEMENT. AFTER LENGTHY NEGOTIATIONS BY THE TRUSTEE WITH VARIOUS GROUPS OF CLAIMANTS, THE TRUSTEE'S PLAN REPRESENTS AN EFFORT TO SUBMIT TO THE BANKRUPTCY COURT AND TO BONNEVILLE'S CREDITORS AND INTERESTHOLDERS A REASONABLE COMPROMISE WHICH WOULD FAIRLY RESOLVE THE NUMEROUS ISSUES RAISED IN THIS UNIQUE CHAPTER 11 CASE. The Trustee believes that an equitable Plan, such as the one now being submitted by the Trustee, is in the best interest of the Debtor, its creditors and shareholders because such a plan permits the Debtor to emerge from bankruptcy protection (and in the process resolve all Claims against the Debtor) rather than continue to remain in the Chapter 11 proceeding while parties-in- interest battle one another, in expensive and time-consuming litigation, over who is entitled to what portions of Bonneville's assets. During much of 1997 the Trustee negotiated with various groups of Creditors and Interestholders in an attempt to reach some consensus concerning the terms of a Chapter 11 plan for the Debtor. After protracted negotiations, on December 31, 1997 a Conditional Letter Agreement was entered into between the Trustee and certain Creditors wherein the Trustee agreed to submit a good faith plan which is consistent with the Plan attached hereto. MOST OR ALL OF THE CREDITORS (IN TOTAL DOLLAR AMOUNT) IN CLASS 2 (BANK DEBT), PAGE 10 CLASS 3 (TRADE DEBT), CLASS 4 (DEBENTURES), CLASS 8 (DEEPLY SUBORDINATED) AND CLASS 10 (CIGNA CLAIM) WERE SIGNATORIES TO THE CONDITIONAL LETTER AGREEMENT AND, THEREFORE, THE TRUSTEE BELIEVES THAT SUCH CREDITORS SUPPORT THIS PLAN. One of the signatories to the Conditional Letter Agreement (Wellhead Electric and affiliated parties) also possesses material Claims or Interests in Classes 5, 6, 9 and 11. ACCORDINGLY, IT APPEARS TO THE TRUSTEE THAT THE PLAN HAS WIDE SUPPORT AMONG VARIOUS CREDITOR GROUPS. The treatment accorded in the Plan to each Class of Creditors and the Interestholders is fair and reasonable. THEREFORE, THE TRUSTEE URGES ALL IMPAIRED CREDITORS TO ACCEPT THE PLAN. Attachments to this Disclosure Statement are copies of the following: a. The Trustee's Amended Chapter 11 Plan for the Estate of Bonneville Pacific Corporation dated as of April 22, 1998, with all of its attachments (Exhibit "1"); b. Valuation by Bear Stearns & Co., Inc. concerning the estimated value of the Debtor's and its subsidiaries' operating businesses (Exhibit "2"); c. Business Plan Prepared by Current Management (Exhibit "3"); d. Orders of the Bankruptcy Court, entered on July 2, 1998, approving this Disclosure Statement and dealing with other matters including but not limited to the Court's temporary allowance of certain Claims for voting purposes due to the Trustee's objection to and/or motion to estimate certain Claims as set forth in the Plan (Exhibit "4"); and e. List from Debtor-in-possession's Statement of Affairs of prepetition businesses in which the Debtor was a partner or owned 5% or more of the voting securities (Exhibit "5"). Page 11 In addition, accompanying this Disclosure Statement is the FORM OF BALLOT FOR THE ACCEPTANCE OR REJECTION OF THE TRUSTEE'S PLAN. The purpose of this Disclosure Statement is to set forth information that: 1) outlines the prepetition history of Bonneville, including its business and the causes underlying Bonneville's bankruptcy filing; 2) outlines the events that have occurred since the filing of Bonneville's petition for bankruptcy; 3) summarizes the Plan; 4) provides information to Creditors and Interestholders to assist in making an informed decision on whether to vote to accept or reject the Trustee's Plan; and 5) provides the Bankruptcy Court with information needed to determine whether the Plan complies with the provisions of the Bankruptcy Code and should be confirmed. On July 1, 1998, after notice and hearing, the Bankruptcy Court approved (order entered on July 2, 1998) this Disclosure Statement as containing information of a kind and in sufficient detail, adequate to enable a hypothetical, reasonable investor typical of the Creditors and Interestholders to make an informed judgement whether to accept or reject the Trustee's Plan. APPROVAL OF THIS DISCLOSURE STATEMENT DOES NOT, HOWEVER, CONSTITUTE A DETERMINATION BY THE BANKRUPTCY COURT AS TO THE FAIRNESS OR THE MERITS OF THE PLAN. THE STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT ARE MADE AS OF THE DATE OF THE DISCLOSURE STATEMENT (APRIL 22, 1998), UNLESS AN EARLIER TIME IS SPECIFIED HEREIN. NEITHER DELIVERY OF THIS DISCLOSURE STATEMENT NOR ANY EXCHANGE OF RIGHTS MADE IN CONNECTION WITH THE PLAN SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION Page 12 THAT THERE HAS BEEN NO CHANGE IN THE INFORMATION SET FORTH HEREIN SINCE THE DATE OF THIS DISCLOSURE STATEMENT. THIS DISCLOSURE STATEMENT HAS NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR HAS THAT COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THE STATEMENTS CONTAINED HEREIN. NEITHER THIS DISCLOSURE STATEMENT NOR THE EXHIBITS TO THIS DISCLOSURE STATEMENT MAY BE USED FOR ANY PURPOSE OTHER THAN TO DETERMINE WHETHER TO VOTE IN FAVOR OF OR AGAINST THE PLAN. NOTHING CONTAINED IN THIS DISCLOSURE STATEMENT OR THE EXHIBITS TO THIS DISCLOSURE STATEMENT SHALL CONSTITUTE AN ADMISSION OF ANY FACT OR LIABILITY BY ANY PARTY, OR BE DEEMED CONCLUSIVE EVIDENCE OF THE TAX OR OTHER LEGAL EFFECTS OF THE REORGANIZATION ON BONNEVILLE, ITS CREDITORS OR ITS STOCKHOLDERS. EACH CREDITOR AND INTERESTHOLDER SHOULD READ THIS DISCLOSURE STATEMENT AND THE PLAN IN THEIR ENTIRETY. THIS DISCLOSURE STATEMENT ONLY SUMMARIZES THE TERMS OF THE PLAN, BUT THE PLAN ITSELF QUALIFIES ALL SUMMARIES. IF ANY INCONSISTENCY EXISTS BETWEEN THE PLAN AND THIS DISCLOSURE STATEMENT, THE TERMS OF THE PLAN CONTROL. Page 13 CERTAIN OF THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT IS, BY ITS NATURE, FORWARD LOOKING, CONTAINS ESTIMATES AND ASSUMPTIONS AND PROJECTIONS THAT MAY PROVE TO BE WRONG OR THAT MAY BE MATERIALLY DIFFERENT FROM THE ACTUAL RESULTS OF BONNEVILLE'S REORGANIZATION UNDER THE PLAN. EACH CREDITOR OR STOCKHOLDER SHOULD CONSULT THEIR OWN ATTORNEY AND ACCOUNTANT AS TO THE EFFECT OF THE PLAN. Pursuant to the provisions of the Bankruptcy Code, only classes of claims or equity interests which are "impaired" under the terms and provisions of a reorganization plan are entitled to vote to accept or reject a Chapter 11 plan. For purposes of the Trustee's Plan, certain "Senior" unsecured Creditors (Classes 1 through 4) and the current Interestholders (Class 11) are unimpaired. Unimpaired Classes are deemed to have accepted the Plan. Although the Trustee's Plan treats Classes 1, 2, 3, 4, and 11 as unimpaired, as set forth in Article 10.4 of the Plan, each holder of a Claim or Interest on the Record Date in CLASSES 1, 2, 3, 4 AND 11 SHALL BE ENTITLED TO VOTE in order to, among other things, advise the Bankruptcy Court whether the Claimants or Interestholders in each Class support (accept) the Plan. Further, if the Bankruptcy Court determines that one or more of Classes 1, 2, 3, 4 or 11 are impaired, then the vote of such Class shall be counted to determine if such Class has voted to accept the Plan. Certain "Junior" unsecured Creditors (Classes 5 through 10) are impaired and, therefore, such Classes are entitled to vote on the Trustee's Plan. In the event that impaired Classes do not accept the Plan as detailed and explained in Section XVI of this Disclosure Statement entitled "Voting Procedures and Requirements," the Bankruptcy Code Page 14 permits the Trustee to seek confirmation of the Plan notwithstanding rejection of the Plan. SEE Section XVII of this Disclosure Statement entitled "Confirmation and Consummation Procedure." The Trustee intends to evaluate the results of the balloting and determine whether to seek Confirmation of the Plan in the event that any impaired Class or Classes does not vote to accept the Plan. The determination as to whether to seek Confirmation under such circumstances will be announced before or at the Confirmation Hearing. After carefully reviewing this Disclosure Statement and the Plan, each member of Classes 1 through 11, inclusive, should vote on the enclosed Ballot and return the Ballot to the Trustee in the envelope provided so that the Ballot is RECEIVED by the Trustee by not later than 5:00 p.m. Mountain Daylight Savings Time on August 17, 1998. If you mail your Ballot, you must mail it several days before August 17, 1998 so there will be sufficient time for the mailed Ballot to be received on or before the aforesaid deadline. Please vote and return your Ballot by mail or overnight courier to: Roger G. Segal, Trustee Cohne, Rappaport & Segal, P.C. 525 East 100 South, #500 Salt Lake City, Utah 84102 (or hand-deliver your Ballot to the Trustee at 525 East 100 South, Suite 500, Salt Lake City, Utah). If you did not receive a Ballot, received a damaged Ballot or lost your Ballot, or, if you or any party-in-interest has any questions concerning this Disclosure Statement or the Plan, please write to the Trustee's general counsel at the address shown on the front page of this Disclosure Statement. Page 15 THE TRUSTEE BELIEVES THAT ACCEPTANCE OF THE PLAN IS IN THE BEST INTERESTS OF CREDITORS AND STOCKHOLDERS AND URGES MEMBERS OF ALL CLASSES TO VOTE TO ACCEPT THE PLAN. Pursuant to Section 1128 of the Bankruptcy Code, the Bankruptcy Court has scheduled a hearing to consider Confirmation of the Plan (the "Confirmation Hearing") on August 26, 1998 at 9:00 o'clock a.m. in Courtroom 376, United States Courthouse, 350 South Main Street, Salt Lake City, Utah 84101. The Confirmation Hearing may be adjourned or continued from time to time by the Bankruptcy Court without further notice except for the announcement at the adjournment of the date for the continued Confirmation Hearing. II. SUMMARY OF CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS UNDER THE PLAN The following table (see pages 18 and 19) generally summarizes distributions to Creditors and Interestholders under the Plan.(1) The distributions set forth on the following table reflect both the face amount of distributions in the form of Cash and the projected (estimated) value of the Plan Common Stock to be issued and distributed as detailed in the Trustee's Plan. The number of shares of Plan Common Stock to be issued pursuant to the Plan (and the estimated valuations which serve as the basis for the estimated value of the Plan Common Stock), is set forth in Sections III, IV and V of this Disclosure Statement. The value of the Debtor's assets and, therefore, the value of the Plan Common Stock (as it - --------------- (1) This table is ONLY a summary of the classification and the estimated treatment of Claims and Interests under the Plan. Reference should be made to the entire Disclosure Statement and the Plan for a complete description of the classification and the terms and conditions of the distributions for each Claim or Interest. If any inconsistency exists between the Plan and this Disclosure Statement, the terms of the Plan control. will be established by the Bankruptcy Court at the Confirmation Hearing), ARE GOOD FAITH ESTIMATES ONLY.(2) Neither the Trustee, his Professionals, Bear Stearns, current management, the Debtor nor the Reorganized Debtor make any representation or warranty of any kind whatsoever, express or implied, regarding the value of the Debtor's (or its subsidiaries') existing businesses or the value of the Plan Common Stock issued under the Plan. While the Trustee and the Reorganized Debtor will exercise reasonable efforts to attempt to list the Reorganized Debtor's common stock (which common stock includes both the Existing and Plan Common Stock after the one-for-four Reverse Stock Split) on the NASDAQ National Market System or the NASDAQ Small Cap Market, there can be no assurance that the Reorganized Debtor's common stock will trade on a public market or will actually trade at a price equal to or near the estimated values set forth herein.(3) For a discussion of the Reverse Stock - --------------- (2) No formal appraisals were used in valuing the Debtor's or its subsidiaries' operating businesses; the Bear Stearns Valuation which is attached hereto as Exhibit "2" is not a formal appraisal. The value of an operating business is subject to uncertainties and contingencies that are difficult to predict and will fluctuate with changes in factors affecting the financial condition and prospects of each business. As a result, the estimate of values set forth herein is not necessarily indicative of actual outcomes, which may be significantly more or less favorable than those set forth herein. Because such estimates are inherently subject to uncertainties, neither the Trustee, his Professionals, the Reorganized Debtor, the Debtor, Bear Stearns, current management nor any other person assumes responsibility for their accuracy. Depending on the results of the businesses operations or changes in the financial markets, the values for the businesses as of the Confirmation Date may differ from that discussed herein. (3) The valuation of any equity securities such as the Plan Common Stock is subject to uncertainties and contingencies, all of which are difficult to predict. Actual market prices of the Reorganized Debtor's common stock following the Distribution Date (and after the Reverse Stock Split) will depend upon, among other things, the prices at which shares of companies in the same or similar lines of business then trade relative to the earnings of those companies, conditions in the financial markets, the anticipated initial securities-holding period of creditors, some of whom may prefer to liquidate their investment rather than hold it on a long-term basis, and other factors that generally influence the prices of securities. Actual market prices of the Reorganized Debtor's common stock (after the Reverse Stock Split) may also be affected by the Debtor's history in Chapter 11 and/or by other factors not possible to predict. Accordingly, the value established by the Bankruptcy Court at the Confirmation Hearing for the Plan Common Stock does not purport to be an estimate of the post- reorganization market trading value of the Reorganized Debtor's common stock after the Reverse Stock Split. Such trading value (after the Reverse Stock Split) may be materially different from the value discussed herein or that established by the Bankruptcy Court at the Confirmation Hearing. Page 17 Split and the minimum stock prices required for listing by NASDAQ, see Section VI, I. of this Disclosure Statement.
Class Type of Claim Treatment 1 Priority Claims Allowed Claim paid in full in Cash at Distribution Date; post-petition simple interest at 5.5% per annum 2 Bank Debt Claims Allowed Claim paid in full in Cash at Distribution Date; post-petition simple interest at 8.03%(4) per annum 3 Trade and Other Allowed Claim paid in full in Cash at General Unsecured Distribution Date; post-petition Claims simple interest at 5.5% per annum 4 Current Debentures Allowed Claim paid in full in Cash at Claims Distribution Date; post-petition simple interest at 7.32% per annum 5 Prepetition Selling Allowed Claim amount as uniformly Debenture Claims calculated by the Trustee paid in full with Plan Common Stock 6 Post-petition Selling 70% of Claim amount as uniformly Debenture Claims calculated by the Trustee Allowed and paid in Plan Common Stock 7 Limited Partner Claims 25% of Claim amount as uniformly calculated by the Trustee Allowed and paid in Plan Common Stock 8 Deeply Subordinated 10% of Allowed Claim paid in Plan Claims Common Stock
- --------------- (4) Interest at the simple rate without compounding of 8.03% from the Petition Date to December 5, 1997 and then at the simple rate without compounding of 8.10% from December 6, 1997 to the Distribution Date. Page 18
Class Type of Claim Treatment 9 Section 510(b) Equity Allowed Claim as uniformly calculated Claims by the Trustee paid in Plan Common Stock with a value estimated to be between approximately 51% and 63% of the Allowed Claim(5) 10 CIGNA Claim Allowed as an $11 million Section 510(b) Equity Claim; Claimant to receive Plan Common Stock with a value estimated to be between approximately 51% to 63% of such Claim(5) 11 Equity Interests All Existing Common Stock will be (Existing Common Stock) retained by the Interestholders and their rights in the Reorganized Debtor will be unaltered.(6)
III. ASSETS OF BONNEVILLE PACIFIC CORPORATION Except for the Cash, all of the values attributed to the assets are good faith ESTIMATES ONLY based upon information available to the Trustee, as detailed herein. - --------------- (5) The estimated percentage to be received on the Allowed Class will depend upon a) the total Amount of Administrative Claims ultimately Allowed 9 and 10 Claims by the Bankruptcy Court (the Trustee currently estimates that there could be a range in such currently unallowed and, therefore, currently unpaid Administrative Claims of between $5 million and $15 million), and b) the total of the Allowed Claims in Class 9. For purposes of this estimate, the Trustee has assumed that Class 9 (i.e., the sum of the Claims reflected on Plan Exhibit "H" and Column 3 of Plan Exhibit "I") and Class 10 Allowed Claims would total approximately $44 million. (6) For purposes of the Plan only, the estimated value of each share of the Existing Common Stock (before the Reverse Stock Split) would be the same as the estimated value of each share of the Plan Common Stock (before the Reverse Stock Split) as set forth herein. For purposes of the Plan, each share of Plan Common Stock (before the Reverse Stock Split) has an estimated value of between $1.93 and $2.36 per share. Page 19 A. ASSETS (AS OF DECEMBER 31, 1997). Cash and Accrued Interest $150,673,265 Accounts and Other Receivables 5,612,637 Real Property (book value) 198,424 Furniture, Equipment, prepaids and other tangible 100,000 assets(estimated liquidation value) Miscellaneous contingent assets, including 400,000 litigation or settlement recoveries Estimated value of BNC, BFC, BPSC and Kyocera operating businesses(7) 60,050,000 Approximate Cash at BNC and BPSC not included in above estimated values 2,950,000 --------- TOTAL ASSETS $219,984,326 B. GENERAL DISCUSSION CONCERNING CURRENT ASSETS. 1. INTRODUCTION. As discussed in greater detail later in this Disclosure Statement, the businesses of Bonneville have substantially changed since the Petition Date. Specifically, the Trustee, with the assistance of current management of the Debtor, has closed down or sold numerous unprofitable businesses leaving Bonneville (or its subsidiaries) with only solvent, profitable enterprises. 2. CASH. The majority of Bonneville's current cash and accounts receivable were generated in connection with the litigation prosecuted by the Trustee. Such litigation efforts are now completed. As a result of the limitations of 11 - --------------- (7) No formal appraisals were used in valuing the Debtor's or its subsidiaries' operating businesses; the Bear Stearns Valuation which is attached hereto as Exhibit "2" is not a formal appraisal. The value of an operating business is subject to uncertainties and contingencies that are difficult to predict and will fluctuate with changes in factors affecting the financial condition and prospects of each business. As a result, the estimate of values set forth herein is not necessarily indicative of actual outcomes, which may be significantly more or less favorable than those set forth herein. Because such estimates are inherently subject to uncertainties, neither the Trustee, his Professionals, the Reorganized Debtor, the Debtor, Bear Stearns, current management nor any other person assumes responsibility for their accuracy. Depending on the results of the businesses operations or changes in the financial markets, the values for the businesses as of the Confirmation Hearing may differ from that discussed herein. Page 20 U.S.C. Section 345, almost all of the cash is invested in short term notes or similar instruments issued by the United States government or in collateralized (Federal Reserve pledges) bank accounts, which investments currently pay interest which averages a little more than five percent (5%) per annum. 3. ACCOUNTS AND OTHER RECEIVABLES. The largest receivables (which receivables are subject to contingent fees payable to special litigation counsel(8) subject to Bankruptcy Court approval) arise from the settlement of causes of action pursued by the Trustee; such large receivables include the following : a. L. Wynn Johnson Receivable (approximately $1,067,143.00 plus interest from October 1, 1997)(9) In settlement of litigation (which settlement was approved by order of the Bankruptcy Court entered on May 15, 1996), Johnson agreed to pay the Trustee $1.65 million. The sum of $250,000.00 was paid in cash soon after approval of the settlement and the balance of $1.4 million was, or is to be, paid under a promissory note bearing interest at 6% per annum from April 1, 1996 payable first in three quarterly payments of $50,000.00; then quarterly payments of $100,000.00 each due on the 1st day of April, July and October, 1997, and January 1, 1998; and a final payment of the balance due April 1, 1998. All payments on the note have been timely made. - --------------- (8) For a discussion of the contingent fee payable to Beus, Gilbert & Morrill (the Trustee's special litigation counsel), see Section X, D. of this Disclosure Statement. (9) JOHNSON DID TIMELY MAKE THE $100,000.00 PAYMENT DUE ON JANUARY 1, 1998 AND DID IN FACT PAY THE OBLIGATION IN FULL ON MARCH 18, 1998. WESTINGHOUSE DID IN FACT PAY THE $3 MILLION OBLIGATION IN FULL ON APRIL 8, 1998. Page 21 b. Westinghouse Receivable ($3,000,000.00):9 Pursuant to the terms of a settlement agreement between the Trustee and Westinghouse Electric Corporation ("Westinghouse"), a company traded on the New York Stock Exchange, which was approved by Order of the Bankruptcy Court entered on December 23, 1996, Westinghouse agreed, INTER ALIA, to pay the Trustee the sum of $6 million payable in installments of $3 million each on April 10, 1997 and April 10, 1998. The obligation does not bear interest if timely paid. The April 10, 1997 payment was timely made and, although the remaining $3 million receivable is unsecured, the Trustee believes that, absent unforeseen circumstances, Westinghouse will timely satisfy the remaining obligation. c. Piper Jaffray Receivable ($1,500,000.00): Pursuant to the terms of a settlement between the Trustee and Piper Jaffray & Hopwood, Inc. ("Piper Jaffray"), a company traded on the New York Stock Exchange, approved by Order of the Bankruptcy Court entered September 9, 1996, Piper Jaffray agreed, INTER ALIA, to pay the Trustee $10 million payable with $7 million cash down and installments of $1.5 million each due on September 9, 1997 and September 9, 1998. The $7 million payment and the $1.5 million payment due on September 9, 1997 were timely made; the remaining $1.5 million (due September 9, 1998) is outstanding. That receivable is unsecured and does not bear interest if the obligation is timely paid. The Trustee believes, absent unforeseen circumstances, that Piper Jaffray will timely satisfy the remaining obligation. 4. REAL PROPERTY. This asset consists of approximately 179.6 acres of undeveloped real property, including a 128.02 acre parcel and a 51.568 acre adjacent parcel, located in Sheldon, Page 22 Franklin County, Vermont. The two parcels are separated by a highway. The parcels were purchased by Bonneville in 1989 in connection with a proposed power project which was not developed. The parcels are carried on Bonneville's pre-petition financial statement at cost, to wit, $198,424.00. In 1994, the Trustee, with Court approval, listed the 128.02 parcel for sale at an asking price of $225,000.00. The Trustee received only one written offer, for approximately $54,000.00 (which was rejected) and received no offers near the asking price. The Trustee has concluded that, as a result of the remote location and irregular terrain of the real property, sale of the real property at a price near book value will require a purchaser with unique needs. Property taxes (which are current) have been approximately $2,000.00 per year since 1993. The real property has not been recently appraised and is not currently listed for sale. 5. MISCELLANEOUS CONTINGENT ASSETS. This $400,000.00 estimated value represents the total estimated value of a variety of small assets of Bonneville, including but not limited to, small contingent interests in miscellaneous power projects (no value is attributable to these miscellaneous power projects), possible recoveries in litigation relating to the Long Sault Project pending in Canada (see Section X.E.17 of this Disclosure Statement), and possible additional net recoveries (all pursuant to Court approved settlement agreements) from Robert Wood, Ray Hixson, Carl Peterson and Wynn Johnson (related to income tax refunds which have now been requested by such individuals). Most of these assets, which are contingent in nature and therefore most have not been reflected on the Debtor's books, are extremely difficult to value. None of these assets have been appraised. Therefore, the values contained in this Disclosure Statement are based only on possible outcomes Page 23 estimated by the Trustee. At the present time, the Trustee does not anticipate bringing suit against any other Person relating to prepetition claims or causes of action possessed by the Estate. 6. ESTIMATED VALUE OF EXISTING BUSINESSES. The values contained in this Disclosure Statement for the Debtor's or its subsidiaries' businesses are those ascertained by the Trustee after consultation with current management and reviewing the valuation report of his independent investment advisor, Bear Stearns & Co., Inc. (hereafter the "Bear Stearns Valuation").(10) Specifically, the businesses are estimated to be valued(11) as follows: Bonneville Nevada Corp. $37,000,000 (a wholly owned subsidiary); 50% ownership interest in the Nevada Cogeneration Associates - NCA # 1 Power Project, an 85 megawatt gas fired power project near Las Vegas, Nevada Bonneville Fuels Corp. and affiliates 19,600,000 (a wholly owned subsidiary); natural gas and oil production/sale in the Western United States - --------------- (10) A copy of the Bear Stearns Valuation to the Trustee is attached hereto and incorporated herein as Exhibit "2"; such Report must be read in its entirety. (11) No formal appraisals were used in valuing the Debtor's or its subsidiaries' operating businesses; the Bear Stearns Valuation which is attached hereto as Exhibit "2" is not a formal appraisal. The value of an operating business is subject to uncertainties and contingencies that are difficult to predict and will fluctuate with changes in factors affecting the financial condition and prospects of each business. As a result, the estimate of values set forth herein is not necessarily indicative of actual outcomes, which may be significantly more or less favorable than those set forth herein. Because such estimates are inherently subject to uncertainties, neither the Trustee, his Professionals, the Reorganized Debtor, the Debtor, Bear Stearns, current management nor any other person assumes responsibility for their accuracy. Depending on the results of the businesses operations or changes in the financial markets, the values for the businesses as of the Confirmation Hearing may differ from that discussed herein. Page 24 Bonneville Pacific Services Company, Inc. 6,000,000 (a wholly owned subsidiary); operation and maintenance of power projects and 51% interest in a 4 megawatt Mexican Project Kyocera Power Project 1,550,000 100% interest in a 3.2 megawatt power project near San Diego, California Net Operating Loss Carryforward Tax Advantage 3,000,000 Less Corporate Overhead Expense (7,100,000) --------- NET ADJUSTED ESTIMATED VALUE OF EXISTING BUSINESSES $60,050,000 =========== The valuation for Bonneville Nevada Corporation ("BNC") is at the low figure set forth in the Bear Stearns Valuation because, among other things, the value of the NCA # 1 Project is impacted by the fact that the economics of the NCA # 1 Project is directly affected by future rulings or decisions of the Public Utility Commission of Nevada. The valuation for Bonneville Fuels Corporation and its affiliates (collectively "BFC"), which value is net of any debt owed by BFC, is nearer to the high range set forth in the Bear Stearns Valuation because a) contrary to Bear Stearns' assumption, BFC is not in a "blowdown mode" and b) BFC has recently drilled wells or acquired properties which should enhance its value. The valuation for Bonneville Pacific Services Company, Inc. ("BPSC") is at the high range set forth in the Bear Stearns Valuation because Bear Stearns did not take into account the value of BPSC's interest in the four (4) megawatt CONAV Project. The valuation for the Kyocera Project is the mid-range between the high and low figures set forth in the Bear Stearns Valuation. The Trustee believes that Bear Stearns' value for the net operating loss carryforward ($3,000,000.00) is a conservative Page 25 value. The corporate overhead expense is the mid-range between the high and low figures set forth in the Bear Stearns Valuation. These businesses are discussed in greater detail both in this Disclosure Statement and in the "Business Plan Prepared by Debtor's Current Management" which is attached hereto and incorporated herein as Exhibit "3". Upon the reasonable written request from any party-in-interest and subject to an appropriate confidentiality agreement, the Trustee will make available certain documents (e.g., contracts, financial statements, etc.) relating to the businesses. 7. CASH AT BNC AND BPSC. Bonneville Nevada Corporation ("BNC"), the wholly owned subsidiary of Bonneville which owns the one-half interest in the Nevada Cogeneration Associates - NCA # 1 power project, has Cash in its bank or other investment accounts as of December 31, 1997 totaling approximately $575,000.00. In order to operate properly and to maintain a reserve for any partnership cash calls, BNC must keep a cash reserve of approximately one-half million dollars ($500,000.00). Bonneville Pacific Services Company Inc. ("BPSC") has Cash in its bank or other investment accounts as of December 31, 1997 totaling approximately $2,375,000.00. In order to meet contractual obligations and to operate properly, BPSC must keep a cash reserve of approximately one million dollars ($1,000,000.00) plus an additional reserve of approximately $950,000.00 to complete the construction of the CONAV Project. These Cash figures (a total of $2,950,000.00) are not included in the values for the businesses reflected above. Except for the above- referenced necessary Cash reserves, Cash in excess of the reserves (i.e., approximately $500,000.00) could be "up- streamed" Page 26 to Bonneville and, therefore, such excess Cash is available for distribution, if necessary, in order to fund the Plan.(12) IV. GENERAL DISCUSSION CONCERNING LIABILITIES, CLASSIFICATIONS AND TREATMENT UNDER THE PLAN A. INTRODUCTION. As discussed in greater detail later in this Disclosure Statement, during the Trustee's tenure, the alleged liabilities of Bonneville have been substantially reduced or resolved as a consequence of settlements with creditors; in many instances settlements arose only after the Trustee initiated litigation. The Bankruptcy Court set an original claims bar date of April 13, 1992, and a supplementary claims bar date (primarily for creditors asserting claims against Bonneville arising from the purchase or sale of Bonneville's common stock or Debentures) of December 16, 1996. Scores of late claims were also filed and the Bankruptcy Court ruled on or about December 15, 1997 whether most of the late claims were either a) deemed timely filed (because the claimant demonstrated "excusable neglect" for filing the claim late; CF. PIONEER INVESTMENT, 113 S.Ct. 1489) or b) disallowed in their entirety in accordance with the Court's "Order Establishing a Supplementary Claims Bar Date" dated September 10, 1996 and entered on September 11, 1996. See Plan Exhibits "A" through "I" for Allowed Claims in each Class; the Allowed Claim amounts - --------------- (12) In order to operate properly, Bonneville Fuels Corporation ("BFC") maintains a working capital account of between $200,000.00 and $700,000.00. Excess cash generated by BFC is used to repay indebtedness owed by BFC to Colorado National Bank, which is secured by a collateral interest in BFC's properties, contracts and receivables. Accordingly, none of BFC's working capital is available to be upstreamed to Bonneville at this time. BFC's indebtedness to Colorado National Bank as of December 31, 1997 is approximately $2,400,000.00. Additionally, BFC may increase its borrowings in order to satisfy (or pay in lieu of) the Discretionary Notes discussed in Section IV, N. of this Disclosure Statement. Page 27 for Classes 5, 6, 7 and 9 reflect a settlement of Claims. Liabilities are further discussed in other Sections of this Disclosure Statement.(13) B. SECURED CLAIMS. The Trustee believes that there are no remaining Secured Claims against Bonneville or its Estate. C. ADMINISTRATIVE AND PRIORITY CLAIMS (ESTIMATED $5 MILLION TO $15 MILLION). 1. OTHER PRIORITY CLAIMS (CLASS 1). The Trustee believes that there are few unpaid prepetition priority claims owed by the Estate; such Claims total $4,366.43. For a list of such Claims see Exhibit "A" attached to the Plan and incorporated herein. 2. POST-PETITION TAXES. All undisputed post-petition assessed taxes have been paid by Bonneville through its taxable year ending December 31, 1996.(14) All employment and withholding taxes are current. For calendar year 1997, the Trustee estimates that total federal (including alternative minimum tax) and state income (or state franchise) taxes, will total less than one million dollars. However, as of the date of this Disclosure Statement no returns for calendar year 1997 have been filed and, therefore, the Debtor's liability for 1997 taxes has not yet been established. - --------------- (13) During the course of the Trustee's administration of the Estate he has also objected to scores of filed claims. It is beyond the scope of this Disclosure Statement to discuss each of these claim objections; in any event, most of the Trustee's objections to such claims were sustained by the Bankruptcy Court. (14) A property tax dispute existed between the Debtor and San Diego County (California) concerning the Kyocera Project. However, that dispute has been resolved, with Bankruptcy Court approval and, therefore, the Trustee in January of 1998 paid to San Diego County the sum of $120,000.00 in full and complete satisfaction of all property taxes on the Kyocera Project for periods through June 30, 1998. Page 28 CF. 11 U.S.C. Section 505(b). The Trustee's estimate concerning tax liabilities for calendar year 1997 is premised upon the Trustee's belief that the Estate will be required to pay post- petition interest to the Claimants holding Allowed Claims in Classes 1 through 4 as set forth in Article 4.3 of the Plan. The Trustee has reflected on Bonneville's books and intends to reflect in Bonneville's corporate income tax returns for the year ended December 31, 1997 such post-petition interest liability as set forth in Article 4.3 of the Plan. If it were to be subsequently determined that the Estate is not obligated to pay post-petition interest as generally set forth in the Plan or if the Internal Revenue Service were to successfully contest the Estate's treatment of the post-petition interest issue, then it is likely that the Estate would have a material tax liability for calendar year 1997 well in excess of the Trustee's current estimate of such liability. Also see Article 6.3 of the Plan. The Trustee estimates that for the tax years beginning January 1, 1998 and continuing thereafter the Reorganized Debtor will possess material net operating loss carryforwards which may, subject to certain limitation contained in the Internal Revenue Code or similar state laws, result in the Reorganized Debtor being able to apply such net operating loss carryforwards against otherwise taxable income earned by the Reorganized Debtor; such a result would mean a material tax savings to the Reorganized Debtor. At present, the extent of the net operating loss carryforwards that will be asserted by the Estate or the Reorganized Debtor has not been ascertained and no governmental entity has passed upon the amount or any present or future net operating loss carryforward. However, for purposes of the valuation set forth in Section III of this Disclosure Statement the Trustee assumes that at least a million dollar net operating loss carryforward will be available Page 29 each year for the next twenty (20) years. For this reason Bear Stearns increased its estimated valuation of the existing businesses by three million dollars. NEITHER THE TRUSTEE NOR HIS PROFESSIONALS CAN OR DO MAKE ANY REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND WHATSOEVER CONCERNING BONNEVILLE'S (OR THE REORGANIZED DEBTOR'S) PAST, PRESENT OR FUTURE TAX LIABILITIES. 3. OTHER ADMINISTRATIVE CLAIMS. While the estate is current in paying all its allowed (and ordinary course) Administrative Claims, for many reasons it is difficult to estimate the total Amount of Administrative Claims which will ultimately be Allowed by the Bankruptcy Court. At present, the Trustee estimates that unpaid (and to date not Allowed) Administrative Claims (through the Effective Date) could be as low as five million dollars ($5,000,000.00) and as high as fifteen million dollars ($15,000,000.00).(15) Examples of contingent Administrative Claims are taxes for calendar year 1997 and future periods; approximately $1.8 million or more in contingent attorneys' fees (see footnote 15 below) for the Trustee's special litigation counsel (Beus, Gilbert & Morrill) based upon pending (but in some instances not yet collected) litigation recoveries for the Estate (see Section III, B.3 of this Disclosure Statement for a discussion concerning the receivables related to litigation); and fees and costs for the - --------------- (15) This estimate should be revised downwards as the Estate pays Administrative Claims, particularly professional fees. For example, hearings were held as scheduled on April 13, 1998 and several of the Trustee's Professionals were allowed interim fees and costs and Beus, Gilbert & Morrill's (special litigation counsel for the Trustee) FINAL fee and cost applications were approved. However, this estimate could also have to be revised upwards if the Estate were to incur additional post-petition tax liabilities as generally discussed in Section IV, C. 2 of this Disclosure Statement or if the Estate incurs unanticipated additional costs in connection with the Trustee's efforts to confirm this Plan. Page 30 Trustee and his Professionals, including fees and costs after September 30, 1997 (which was the last interim period for which fees and costs have been paid) through Confirmation of the Plan.(16) The Plan provides that no party-in-interest will be able to assert an 11 U.S.C. Sections 503(b) or (c) "substantial contribution" claim. In order to establish the value of the Plan Common Stock, the Trustee will request that the Bankruptcy Court Estimate the total amounts of the contingent Administrative Claims at the Confirmation Hearing; the Trustee will submit at the Confirmation Hearing evidence concerning the then contingent Administrative Claims in order to provide the Bankruptcy Court with a basis to Estimate such contingent Administrative Claims. 4. PLAN TREATMENT. Allowed Class 1 Other Priority Claims (which total $4,366.43) will be paid in Cash in full with interest at the simple rate of 5.5% per annum (without compounding) from the Petition Date to the Distribution Date as provided in the Plan. Priority Tax Claims (which total $5,528.10) will be paid in full in Cash on the Effective Date. Post-petition taxes (to the extent payable pursuant to the Plan) will be paid in full in Cash in the ordinary course of business. Any current trade or accounts payable (including wages and related benefits payable to the Debtor's current employees) incurred after the Petition Date by the Estate in the ordinary course of its business will be assumed by the Reorganized Debtor and shall be paid in the ordinary course of the Reorganized Debtor's business. Other Allowed Administrative Claims - --------------- (16) 11 U.S.C. Section 326(a) sets limits for the compensation of a trustee. Pursuant to the Bankruptcy Code, at the Bankruptcy Court's discretion the Trustee could be awarded fees ranging from nothing up to a total of approximately $9.5 million; to date the Trustee has been allowed and paid (through the period ending January 31, 1998), based upon his hourly billing rate, the sum of $934,472.00. The award of fees to the Trustee and his Professionals is within the discretion of the Bankruptcy Court. Page 31 to the extent not previously paid during the Reorganization Case or not paid in the ordinary course of business will be paid in full either 1) in Cash on the later of the Distribution Date or when such Administrative Claim becomes Allowed (see Article 11.7 of the Plan for the Administrative Claim Bar Date) or 2) upon such other terms as are agreed in writing between the Claimant and the Trustee. D. BANK DEBT (CLASS 2). Bank Debt, as of the Petition Date, totals approximately $31,512,340.16, as set forth in detail on Exhibit "B" which is attached to the Plan and is incorporated herein. The Trustee believes that all of the Claims set forth on such Exhibit should be Allowed Claims in the amounts set forth on the Exhibit. Pursuant to the Plan, such Class 2 Allowed Claims will be paid in full with post-petition interest in Cash at the Distribution Date. Post-petition interest to the Allowed Bank Debt Claims shall be simple interest, without compounding, at the rate of 8.03% per annum from the Petition Date (or such later date as the Claimant actually advanced money to or for the benefit of the Debtor or the Estate(17)) to December 5, 1997 and then at the rate of 8.10% per annum (without compounding) on the Allowed Bank Debt Claims from December 6, 1997 until the Distribution Date. Class 2 Claimants will have no claim or cause of action of any kind whatsoever against any past or present holder of a Debenture(s). E. TRADE AND OTHER DEBT (CLASS 3). Such Claims (with an estimated Disputed Claim Reserve), as of - --------------- (17) The Trustee and Caisse National de Credit Agricole ("CNCA") have agreed that CNCA's filed Proof of Claim (No. 79 as amended by No. 246) will be reduced from $2,149,623.96 to $2,107,686.96 and that of such reduced Claim $1,026,293.86 will be paid interest from December 20, 1991 and $1,081,393.10 will be paid interest from September 23, 1992. Page 32 the Petition Date, total approximately $3,750,000.00, as set forth in detail on Exhibit "C" which is attached to the Plan and is incorporated herein. Claims in this category include all other Claims that are not Administrative Claims or are not included in Classes 1, 2, or 4 through 11. The Trustee believes that all the Claims set forth on Exhibit "C" should be Allowed Claims (except as otherwise set forth on the Exhibit) in the amounts set forth on the Exhibit. Pursuant to the Plan, such Class 3 Allowed Claims will be paid in Cash in full with interest at the simple rate of 5.5% per annum (without compounding) from the Petition Date to the Distribution Date. For over a year, the Trustee (represented by Weil, Gotshal & Manges LLP) has been attempting to resolve the unsecured claim filed by John D. Weesner (Proof of Claim number 3). Weesner's claim arises from Bonneville Pacific Corporation's efforts in the late 1980's to build and operate small, wood-fired electric power generation plants in Vermont. During that period, Bonneville Pacific Corporation entered into various agreements with Weesner, including (1) an agreement whereunder Bonneville Pacific Corporation may be by virtue of a guarantee contingently liable for certain royalty payments that Weesner currently receives from the operation of one plant (the "Ryegate Project"), and (2) an agreement to make certain payments to Weesner in the event that Bonneville Pacific Corporation developed another, similar plant (the "Springfield Project"). Subsequent to entering into the agreements with Weesner, Bonneville Pacific Corporation sold its interest in the Ryegate Project and determined that development of the Springfield Project was commercially impossible. Weesner in his filed proof of claim asserts that he is owed an undetermined amount of money (which he estimates could be many millions of dollars) in respect of Bonneville Pacific Corporation's contingent liability of the Ryegate Project royalties, to compensate him in the event that Page 33 such payments are not made by the current owners of the plant. Weesner, to date, has not agreed to resolve his Claim on any basis the Trustee considers reasonable. Accordingly, the Trustee intends to file a formal objection to such claim in the immediate future, and thereafter move to have the claim allowed at a negligible amount, if any. F. DEBENTURE CLAIMS (CLASS 4). Debenture Claims (i.e., Claims for payment of the current holders of the Debtor's 7 3/4% Convertible Subordinated Debentures Due 2009 under an Indenture dated August 15, 1989), at the Petition Date, totaled $63,250,000.00 (principal) plus prepetition interest and miscellaneous costs for a total Claim of $64,750,168.95. Norwest Bank of Minnesota, N.A., is the Indenture Trustee and has timely filed a proof of claim in this amount (Claim No. 146). The Trustee believes that this Claim should be an Allowed Claim. Pursuant to the Plan, such Class 4 Allowed Claim will be paid in Cash in full to the Indenture Trustee who will then make distributions to the current holders of the Debentures. The Class 4 Allowed Claim will also receive interest at the simple rate (without compounding) of 7.32% per annum from the Petition Date to the Distribution Date in Cash. G. PREPETITION SELLING DEBENTURE CLAIMS (CLASS 5). Such Claims (with an estimated Disputed Claim Reserve) total approximately $5,500,000.00, as generally set forth on Exhibit "D" which is attached to the Plan and is incorporated herein. Such Claims are for damages arising from or related to the purchase and sale of the Debenture by the Claimant on or BEFORE the Petition Date. See 11 U.S.C. Section 510(b). The amount of the Claims in this Class are calculated using a single uniform formula for the purpose of determining the Allowed Amount of the Claim (regardless of the amount set forth on the Proof of Claim actually filed by the Page 34 Claimant). Undisputed Claims in this Class are to be Allowed ONLY in the amount specified on Plan Exhibit "D".(18) Specifically, the Allowed Claim shall be in the amount of the a) price paid by the Claimant to purchase the Debenture (such price shall not include any additional amount paid by the Claimant related to interest which had accrued on the Debenture which was added to the net amount of the purchase price when the Debenture was purchased) less b) the amount received by the Claimant when the Debenture was sold (for purposes of determining the amount received by the Claimant any additional amount received by the Claimant for interest which had accrued on the Debenture shall not be included in calculating the amount received). Reasonable commissions or other miscellaneous charges, if any and only to the extent such were readily determinable from the filed Proof of Claim or the supporting documentation attached thereto, shall be included when calculating the Allowed Claim. Although the Claims in Class 5 are currently contingent and unliquidated (i.e., such Claimants have not to date proven that the Debtor or its Estate is liable to the Claimants in any amounts), the Trustee believes that the Class 5 Claimants may possess valid claims against the Debtor arising from - --------------- (18) The Allowed Amount of the Claims in Class 5 (i.e., those amounts set forth on Plan Exhibit "D") constitute a settlement pursuant to, INTER ALIA, 11 U.S.C. Section 502(c) of a contingent or unliquidated Claim. Any Claimant in Class 5 who objects to such settlement Claim Estimation Amount must file a written objection with the Bankruptcy Court (and serve a copy on the Trustee) not later than ten (10) days prior to the start of the Confirmation Hearing; failure to timely object to the Estimated Amount of the Claim shall result in the Claimant being deemed to have accepted the Estimated Claim Amount set forth on Plan Exhibit "D" as the Allowed Amount. If such an objection to the Estimated Claim Amount is filed by a Class 5 Claimant, then the Trustee may object to the Claimant's ENTIRE Claim on any basis (i.e., the Trustee may take the position that the Claimant has no Allowed Claim of any kind against the Debtor or its Estate) and the Bankruptcy Court shall subsequently determine, in a contested matter, the allowable amount, if any, of the Claimant's Class 5 Claim; if such objecting Claimant obtains in the contested matter or a settlement thereof an Allowed Claim, then such Allowed Claim will be paid with Plan Common Stock having an estimated value, as determined by the Bankruptcy Court at the Confirmation Hearing, equal to 100% of such Allowed Claim. Page 35 the misconduct of certain Bonneville Insiders and others (as further discussed in this Disclosure Statement); such claims would be for securities, contract, tort or other causes of action. However, since these are contingent and unliquidated Claims which are being estimated, settled and compromised as part of the Plan, Claimants in this Class will have their undisputed Claims Allowed in the amounts set forth in Exhibit "D" and will receive Plan Common Stock having an estimated value, as determined by the Bankruptcy Court at the Confirmation Hearing, equal to 100% of their Allowed Claim (i.e., Class 5 will receive approximately $5,500,000.00 worth of Plan Common Stock). Class 5 Claimants will not receive prepetition or post-petition interest on such Allowed Claims. See Section V of this Disclosure Statement for a discussion concerning the estimated value of the Plan Common Stock and see Section VI, I. of this Disclosure Statement for a discussion of the Reverse Stock Split. H. POST-PETITION SELLING DEBENTURE CLAIMS (CLASS 6). Such original Claims (with an estimated Disputed Claim Reserve and as uniformly calculated by the Trustee) total approximately $10,000,000.00, as generally set forth in Column 1 of Exhibit "E" which is attached to the Plan and is incorporated herein. Such Claims are for damages arising from or related to the sale of the Debenture by the Claimant AFTER the Petition Date. See 11 U.S.C. Section 510(b). The amount of Claims in this Class are calculated using a single uniform formula for the purpose of determining the amount of the Claim (regardless of the amount set forth in the Proof of Claim actually filed by the Claimant). Claims in this Class are calculated for Plan purposes ONLY in the amount specified herein (see Column 1 of Plan Exhibit "E"). Specifically, the Claim shall be in the amount of the a) price paid by the Claimant to purchase the Debenture (such price shall not include any Page 36 additional amount paid by the Claimant related to interest which had accrued on the Debenture which was added to the net amount of the purchase price when the Debenture was purchased except that any additional amount paid by the Claimant related to interest which had accrued on the Debenture on or after August 16, 1991 but prior to December 5, 1991 shall be added to the price paid by the Claimant to purchase the Debenture) less b) the amount received by the Claimant when the Debenture was sold (for purposes of determining the amount received by the Claimant any additional amount received by the Claimant for interest which had accrued on the Debenture shall be included in calculating the amount received). Reasonable commissions or other miscellaneous charges, if any and only to the extent such were readily determinable from the filed Proof of Claim or the supporting documentation attached thereto, shall be included when calculating the Claim. Although the Claims in Class 6 are currently contingent and unliquidated (i.e., such Claimants have not to date proven that the Debtor or its Estate is liable to the Claimants in any amounts), like the Prepetition Selling Debenture Claimants (Class 5), the Post-petition Selling Debenture Claimants (Class 6) may also have valid Claims against the Debtor arising from the misconduct of certain Bonneville Insiders and others (as further discussed in this Disclosure Statement); such Claims would be for securities, contract, tort or other causes of action. Accordingly, like Class 5 Claimants, Class 6 Claimants also possess contingent and unliquidated claims which are being estimated, settled and compromised in the Plan. However, unlike Class 5 Claimants, it is additionally arguable that Class 6 Claimants have no remaining Claim against the Debtor or its Estate because when the post-petition sale of the Debenture occurred each seller arguably transferred (assigned) their entire Claim to the buyer of the Debenture and, therefore, the seller no longer retained any Claim Page 37 of any kind against the Debtor or its Estate. Concerning this post-petition sale issue, the Trustee does not believe that any Bankruptcy Code provision or any published case resolves this legal question concerning whether such Claimants still possess a Claim or whether such Claim was entirely transferred when the Debenture was sold. To settle and compromise (instead of litigate) all of these issues and the Class 6 Claimants' contingent and unliquidated Claims, the Plan provides that said Class 6 Claimants will have 70% of their undisputed original Claims (such original Claims, as uniformly calculated by the Trustee, being set forth in Column 1 of Plan Exhibit "E") Allowed(19) (Column 2 of Plan Exhibit "E" reflects the Claimants' original Claim, as uniformly calculated by the Trustee, Allowed at the 70% level). Class 6 Claimants will receive Plan Common Stock having an estimated value, as determined by the Bankruptcy Court at the Confirmation Hearing, equal to 70% of their original undisputed Claim (i.e., Class 6 will receive approximately $7,000,000.00 worth of Plan Common Stock). Class 6 Claimants will not receive prepetition or post- petition interest on such Allowed Claims. See Section V of this Disclosure Statement - --------------- (19) The Allowed Amount of the Claims in Class 6 (i.e., those amounts set forth in Column 2 of Plan Exhibit "E") constitute a settlement pursuant to, INTER ALIA, 11 U.S.C. Section 502(c) of a contingent or unliquidated Claim. Any Claimant in Class 6 who objects to such settlement Claim Estimation Amount must file a written objection with the Bankruptcy Court (and serve a copy on the Trustee) not later than ten (10) days prior to the start of the Confirmation Hearing; failure to timely object to the Estimated Amount of the Claim shall result in the Claimant being deemed to have accepted the Estimated Claim Amount set forth in Column 2 of Plan Exhibit "E" as the Allowed Amount. If such an objection to the Estimated Claim Amount is filed by a Class 6 Claimant, then the Trustee may object to the Claimant's entire Claim on any basis (i.e., the Trustee may take the position that the Claimant has no Allowed Claim of any kind against the Debtor or its estate) and the Bankruptcy Court shall subsequently determine in a contested matter the allowable amount, if any, of the Claimant's Class 6 Claim; if such objecting Claimant obtains in the contested matter or a settlement thereof an Allowed Claim, then such Allowed Claim will be paid with Plan Common Stock having an estimated value, as determined by the Bankruptcy Court at the Confirmation Hearing, equal to 100% of such Allowed Claim. PAGE 38 for a discussion concerning the estimated value of the Plan Common Stock and Section VI, I. of this Disclosure Statement for a discussion concerning the Reverse Stock Split. I. LIMITED PARTNER CLAIMS (CLASS 7). Such original Claims (with an Estimated Disputed Claim Reserve and as uniformly calculated by the Trustee) total approximately $2,900,000.00, as set forth in Column 1 of Exhibit "F" of the Plan. The amount of Claims in this Class 7 are calculated using a single uniform formula (i.e., the original purchase price paid by the Claimant to acquire the Claimants' interest in the limited partnership) for the purpose of determining the amount of the Claim (regardless of the amount set forth in the Proof of Claim actually filed by the Claimant). Claims in Class 7 are for damages arising from or related to the Claimants' investment (purchase of a security) of a limited partnership interest in Magic Valley Hydroelectric Partners Ltd. 1984. See 11 U.S.C. Section 510(b). HOWEVER, it is not clear whether Claimants in this Class 7 possess any valid or Allowable Claim against the Debtor because a) it is not at all clear whether any valid cause of action exists and b) even if a cause of action did exist it might be barred by legal or equitable doctrines such as the statute of limitations or laches. Any valid cause of action which might exist would include the Debtor's alleged failure to obtain "low-flow" insurance for the Magic Valley hydroelectric project. In early 1992 some of the Claimants may have waived claims against the Debtor and its Estate (in conjunction with a settlement approved by the Bankruptcy Court), but such waivers arguably would not be enforceable because the Claimants may not have known of all the facts concerning the Magic Valley hydroelectric project or the settlement. In any event, the Trustee believes that resolution of these contingent and unliquidated Claims would be expensive and time-consuming, with both the Claimants and those parties-in-interest objecting to the Page 39 Claims of the Claimants having significant risks of litigation (i.e., risk of losing). Although the Claims in Class 7 are currently contingent and unliquidated, in order to settle and compromise (instead of litigate) those legal and factual issues regarding such Claims, the Plan provides that said Class 7 Claimants will have twenty-five percent (25%) of their undisputed original Claims (such original Claims, as uniformly calculated by the Trustee, being set forth in Column 1 of Plan Exhibit "F") Allowed(20) ( Column 2 of Plan Exhibit "F" reflects the Claimants' original Claims, as uniformly calculated by the Trustee, Allowed at the 25% level). Class 7 Claimants will receive Plan Common Stock having an estimated value, as set forth in the Plan, equal to 25% of their undisputed original Claim (i.e., Class 7 will receive approximately $725,000.00 worth of Plan Common Stock). Class 7 Claimants will not receive prepetition or post-petition interest on such Allowed Claims. The Plan is not intended to interfere with a) any claims or causes of action possessed by the plaintiffs (or any of them) in the Gordon Action or b) any defenses or other rights - --------------- (20) The Allowed Amount of the Claims in this Class 7 (i.e., those amounts set forth in Column 2 of Plan Exhibit "F") constitute a settlement pursuant to, INTER ALIA, 11 U.S.C. Section 502(c) of a contingent or unliquidated Claim. Any Claimant in this Class 7 who objects to such settlement Claim Estimation Amount must file a written objection with the Bankruptcy Court (and serve a copy on the Trustee) not later than ten (10) days prior to the start of the Conformation Hearing; failure to timely object to the Estimated Amount of the Claim shall result in the Claimant being deemed to have accepted the Estimated Claim Amount set forth in Column 2 of Plan Exhibit "F" as the Allowed Amount. If such an objection to the Estimated Claim Amount is filed by a Class 7 Claimant, then the Trustee may object to the Claimants' ENTIRE Claim on any basis (i.e., the Trustee may take the position that the Claimant has no Allowed Claim of any kind against the Debtor or its Estate) and the Bankruptcy Court shall subsequently determine in a contested matter the allowable amount, if any, of the Claimant's Class 7 Claim; if such objecting Claimant obtains in the contested matter or a settlement thereof an Allowed Claim, then such Allowed Claim will be paid as an Allowed Class 9 Section 510(b) Equity Claim. Page 40 possessed by the defendants (or any of them) in the Gordon Action.(21) See Section V of this Disclosure Statement for a discussion concerning the estimated value of the Plan Common Stock and Section VI, I. of this Disclosure Statement for a discussion concerning the Reverse Stock Split. J. DEEPLY SUBORDINATED CLAIMS (CLASS 8). Such Claims total $8,945,000.00, as set forth on Exhibit "G" which is attached to the Plan and is incorporated herein. Class 8 Claims have been Allowed by the Court but are subordinated to all other Claims pursuant to settlement agreements entered into between the Trustee and the respective Claimants which settlement agreements were approved by the Bankruptcy Court. The Plan provides that said Class 8 Claims will be Allowed and will receive Plan Common Stock having an estimated value, as set forth in the Plan, equal to ten percent (10%) of such Allowed Claims (i.e., Class 8 will receive $894,500.00 worth of Plan Common Stock). Class 8 Claimants will not receive prepetition or post-petition interest on such Claims. See Section V of this Disclosure Statement for a discussion concerning the estimated value of the Plan Common Stock and see Section VI, I. of this Disclosure Statement for a discussion concerning the Reverse Stock Split. K. SECTION 510(B) EQUITY CLAIMS (CLASS 9). Such Claims (with an estimated Disputed Claim Reserve) total approximately $33,000,000.00, as generally set forth on Exhibit "H" and in Column 3 of Exhibit "I" both of which are attached - --------------- (21) The "Gordon Action" means that certain litigation pending in the United States District Court for the District of Utah, Case No. 93-C-1046W, ENTITLED JOSEPH GORDON, ET AL. V. CARL T. PETERSON ET. AL. PAGE 41 to the Plan and incorporated herein.(22) Class 9 Claims arise from or are related to the purchase or sale of the Existing Common Stock. See 11 U.S.C. Section 510(b). The Trustee believes that the Class 9 Claimants may have valid claims against the Debtor arising from the misconduct of certain Bonneville Insiders and others (as further discussed in this Disclosure Statement); such claims would be for securities, contract, tort or other causes of action. Although most of the Claims in Class 9 are currently contingent and unliquidated(23) (i.e., most of such Claimants have not to date proven that the Debtor or its Estate is liable to the Claimants in any amounts), in order to settle and compromise such Claims the Trustee's Plan provides that the Claims specified on Plan Exhibit "H" and Column 3 of Plan Exhibit "I" are Allowed (unless indicated as "disputed"on said Plan Exhibits) in the amounts set forth on Plan Exhibit "H" and Column 3 of Plan Exhibit "I".(24) - --------------- (22) With the inclusion of the Class 10 CIGNA Claim, the total Allowed Section 510(b) Claims will be approximately $44,000,00.00. (23) Although most of the Class 9 Claims are contingent and unliquidated, the Section510(b) Equity Claims of the 199 participants in the Debtor's ESOP have been Allowed by the Bankruptcy Court. The Section 510(b) Equity Claims of the ESOP participants total $984,245.37 as reflected on the Plan Exhibit "H". As reflected on Plan Exhibit "I", The Church of Jesus Christ of Latter-Day Saints (the "Church") also possesses an Allowed Class 9 Claim in the sum of $497,144.00 less the value of 42,080 shares of Existing Common Stock which had been purchased prepetition by the Church and not sold. (24) The Allowed Amount of the Claims in Class 9 (i.e., those amounts set forth on Plan Exhibit "H" and Column 3 of Plan Exhibit "I") constitute a settlement pursuant to, INTER ALIA, 11 U.S.C. Section 502(c) of a contingent or unliquidated Claim. Any Claimant in Class 9 who objects to such settlement Claim Estimation Amount must file a written objection with the Bankruptcy Court (and serve a copy on the Trustee) not later than ten (10) days prior to the start of the Confirmation Hearing; failure to timely object to the Estimated Amount of the Claim shall result in the Claimant being deemed to have accepted the Estimated Claim Amount set forth on Plan Exhibit "H" or in Column 3 of Plan Exhibit "I" as the Allowed Amount. If such an objection to the Estimated Claim Amount is filed by a Class 9 Claimant, then the Trustee may object to the Claimant's ENTIRE Claim on any basis (i.e., the Trustee may take the position that the Claimant has no Allowed Claim of any kind against the Debtor or its Estate) and the Bankruptcy Court shall subsequently determine in a contested matter the allowable amount, if any, of the Claimant's Class 9 Claim; if such objecting Claimant obtains in the contested matter or a settlement thereof an Allowed Claim, then the Claimant will receive distributions (Plan Common Stock) based upon such Allowed Claim in accordance with Article 4.2(i) of the Plan. Page 42 The amount of Claims in this Class 9 are calculated using a single uniform formula for the purpose of determining the Allowed Amount of the Claim (regardless of the amount of the Claim set forth in the Proof of Claim actually filed by the Claimant). Claims in this Class are to be Allowed only in the undisputed amount specified on Plan Exhibit "H" and in Column 3 of Plan Exhibit "I". Specifically, the Allowed Claim shall be in the amount of a) the price paid by the Claimant to purchase the Existing Common Stock b) less the amount received by the Claimant when such Existing Common Stock was sold. Reasonable commissions (or other miscellaneous charges) if any and only to the extent such were readily determinable from the filed Proof of Claim or the supporting documentation attached thereto, will be a) added to the purchase price of the subject Existing Common Stock when calculating the price paid by the Claimant to purchase the Existing Common Stock, and b) subtracted from the sales price received by the Claimant when the Existing Common Stock was sold. For purposes of calculating the above "amount received by the Claimant when such Existing Common Stock was sold", if the Claimant was the owner of such shares of Existing Common Stock at the time of the filing of its Proof of Claim, then the "amount received" for purposes of determining the Allowed Amount of the Claimants' Class 9 Claim shall be either a) the sales price (after deducting for commissions and other sale costs if such were readily determinable from the sales documentation provided to the Trustee) at which the Claimant sold the subject Existing Common Stock Page 43 (provided the Claimant has given the Trustee written evidence of such sale before the filing of the Plan) or b) if the Claimant has not so provided the Trustee with written evidence of the sale price (or has not sold the subject stock), then at the per share value of the Plan Common Stock as determined by the Bankruptcy Court at the Confirmation Hearing (i.e., between $1.93 and $2.36 for each share of Existing Common Stock). Plan Exhibit "I" reflects the Allowed (unless listed as disputed) Section 510(b) Equity Claims in Class 9 where the Claimant has NOT provided the Trustee with written evidence of the sale price of the Existing Common Stock and Plan Exhibit "H" reflects the Allowed (unless listed as disputed) Section 510(b) Equity Claims in Class 9 where the Claimant has provided the Trustee with such written evidence of the sale price of the Existing Common Stock. In light of the estimated value of the Existing Common Stock (i.e., between $1.93 and $2.36 per share), for purposes of Class 9 Claim calculation (i.e., the Claimant's original claim as uniformly calculated by the Trustee as set forth in Column 1 of Plan Exhibit "I", less the estimated value of the Existing Common Stock as will be reflected in Column 2 of Plan Exhibit "I"), any Class 9 Claimant who purchased its Existing Common Stock for less than the aforesaid estimated value of the Existing Common Stock is Allowed no Class 9 Claim against the Estate and, therefore, in that instance, the Claimant's Class 9 Claim in Column 3 of Plan Exhibit "I" is listed at zero (i.e., such Claimant is not Allowed a Class 9 Claim against the Estate because the Claimant has suffered no damages in that the Claimant paid less to acquire the Existing Common Stock than the current estimated value of such Existing Common Stock). All of the Allowed Class 9 Claims (as set forth on Plan Exhibit "H" and Column 3 of Plan Exhibit "I") will be combined with the Class 10 CIGNA Claim and such combined Classes will divide Page 44 on a Pro Rata basis 11,686,723 shares of Plan Common Stock. Depending on the value determined by the Bankruptcy Court at the Confirmation Hearing of the Plan Common Stock, the Claimants in Class 9 will each receive, pursuant to the Plan, Plan Common Stock having an estimated value of between approximately 51% and 63% of each Claimant's Allowed Class 9 Claim. See Section V of this Disclosure Statement for a discussion concerning the estimated value of the Plan Common Stock and Section VI, I. of this Disclosure Statement for a discussion concerning the Reverse Stock Split. L. CIGNA CLAIM - CLASS 10. The Allowed CIGNA Claim will be treated as an Allowed Section 510(b) Equity Claim in the amount of eleven million dollars ($11,000,000.00). Said Class 10 CIGNA Claim shall be combined with the Class 9 Allowed Section 510(b) Equity Claims and such combined Classes (9 and 10) will receive 11,686,723 shares of Plan Common Stock to be Pro Rata divided among the Claimants in such Classes. Depending on the value determined by the Bankruptcy Court at the Confirmation Hearing of the Plan Common Stock, the Claimant in Class 10 will receive, pursuant to the Plan, Plan Common Stock having an estimated value of between 51% and 63% of its Allowed $11 million Section510(b) Equity Claim. See Section V of this Disclosure Statement for a Discussion concerning the estimated value of the Plan Common Stock and see Section VI, I. of this Disclosure Statement for a discussion concerning the Reverse Stock Split. M. EQUITY INTERESTS (EXISTING COMMON STOCK) (CLASS 11). For a discussion of the current common stock ownership of Bonneville (Class 11 in the Plan), including the Existing Common Stock held by the Trustee, see Section VI, D. of this Disclosure Page 45 Statement. Pursuant to the Plan, the Class 11 Interestholders will retain the 11,686,723 shares of Existing Common Stock and the Interestholders' legal, equitable and contractual rights to which such Interest in the Reorganized Debtor entitles the holder of such Interest in the Reorganized Debtor shall be unaltered. As part of the Plan, the 9,476,344 shares of Existing Common Stock held by the Trustee and the 211,933 shares of stock held by the Debtor shall, upon the Effective Date, be delivered to the Reorganized Debtor and canceled. The estimated value of each share of the Existing Common Stock to be retained by the Class 11 Interestholders is the same as the estimated value of each share of Plan Common Stock (i.e., between $1.93 and $2.36 per share); the estimated value of the Plan Common Stock will be determined by the Bankruptcy Court at the Confirmation Hearing. See Section V of this Disclosure Statement for a discussion concerning the estimated value of the Plan Common Stock and see Section VI, I. of this Disclosure Statement for a discussion concerning the Reverse Stock Split. N. DISCRETIONARY NOTES AND HALCYON PAYMENT. In order to provide the Estate with sufficient Cash on hand to make all of the Cash payments required pursuant to the Plan, the Trustee negotiated with two (2) of the largest Claimants in Class 4 (Halcyon and CoMac) a provision that if the Trustee (in his discretion) deems it appropriate such Claimants would take promissory notes totaling up to $3.25 million in lieu of a portion of the Cash to which such Claimants would otherwise receive by reason of their Class 4 Claims. Specifically, in lieu of a portion of the Cash distributions to which said Claimants are entitled as set forth in Article 4.2(d) of the Plan, said Claimants agreed, as permitted by Section 1123(a)(4) of the Bankruptcy Code, to accept promissory notes, in the form set forth on Plan Exhibit "I", in equal amounts totaling up to $3.25 million (up to $1,612,500.00 Page 46 each). It shall be in the Trustee's sole and absolute discretion to determine, at the Distribution Date, whether to pay said Claimants' Class 4 Claims wholly in Cash or to pay said Claimants' Class 4 Claims partly in Cash and partly with the Discretionary Notes (which notes shall collectively total not less than $500,000.00 and not more than $3,250,000.00). If the Trustee does elect to pay said Claimants' Class 4 Claims in part with the Discretionary Notes, then i) Halcyon will receive one of the Discretionary Notes and the Cash to which Halcyon would have otherwise been entitled pursuant to Article 4.2(d) of the Plan will be proportionately reduced and ii) CoMac will receive one of the Discretionary Notes and the Cash to which CoMac would have otherwise been entitled pursuant to Article 4.2(d) of the Plan will be proportionately reduced. The Discretionary Notes, if issued, will be delivered by the Trustee to the Indenture Trustee and the Indenture Trustee will then deliver the Discretionary Notes to Halcyon and CoMac in partial satisfaction of the Cash payment to which Halcyon and CoMac would have otherwise been entitled pursuant to Article 4.2(d) of the Plan. The Discretionary Notes will bear simple interest at the rate of ten percent (10%) per annum from the Distribution Date until they are paid in full. The Discretionary Notes, with all accrued interest thereon, will be payable in full in one lump sum one (1) year after the Distribution Date. The Discretionary Notes may be prepaid, in whole or in part, at any time without penalty, with any payments first being applied to accrued interest and the balance to the reduction of principal. All payments on the Discretionary Notes shall be made by the Reorganized Debtor directly to the holders of the Discretionary Notes. Until the Discretionary Notes are paid in full, the Reorganized Debtor may not incur debt other than trade debt in the ordinary course of business; this limitation applies only to the Reorganized Debtor and does not apply to any of the Reorganized Page 47 Debtor's Subsidiaries. In addition to all other distributions to which Halcyon is entitled pursuant to the Plan, at the Distribution Date the Trustee shall pay to Halcyon the sum of four hundred thousand dollars ($400,000.00) in Cash as a settlement of Halcyon's Claim, pursuant to its loan documents, for post-petition attorneys' fees. No other Claim by any Claimant in Classes 1 through 11 for post-petition attorneys' fees shall be Allowed . O. IMPAIRED (CLASS 5 THROUGH 10) AND UNIMPAIRED (CLASS 1 THROUGH 4 AND 11) CLASSES. Section 1124 of the Bankruptcy Code defines when a class of claims or interests is impaired. Section 1124 was amended in 1994, but such amendments are not applicable to the Debtor's Reorganization Case. Pursuant to Section 1124(3), the Plan treats Classes 1 through 4 as unimpaired because Claimants in such Classes will receive, pursuant to the Plan, Cash at the Effective Date in the full amount of each Claimant's Allowed Claim. Pursuant to Section 1124(1), Class 11 is not impaired as each Interestholder is retaining its Existing Common Stock and the Interestholders' legal, equitable and contractual rights to which such Interest in the Reorganized Debtor entitles the holder of such Interest in the Reorganized Debtor is unaltered by the Plan. Classes 5 through 10 are impaired by the Plan as their respective Claims are not being paid in full in Cash. Although Classes 1, 2, 3, 4 and 11 are not treated as impaired under the Plan, pursuant to Article 10.4 of the Plan the holders of Claims or Interests in such Classes are entitled to vote; if the Bankruptcy Court determines that one or more of Classes 1, 2, 3, 4 or 11 are impaired, then the vote of such Class shall be counted to determine if such Class has voted to accept or to reject the Plan. V. ESTIMATED VALUATION OF PLAN COMMON STOCK As set forth in Section III of this Disclosure Statement, the estimated value of Bonneville's assets (as of December 31, 1997) is Page 48 approximately $219,984,326.00. In order to pay Classes 1 through 4 (sometimes herein referred to as the "Senior Claimants") as set forth in the Plan (as of December 31, 1997),(25) the Trustee estimates that $145,745,161.00 in Cash (or Discretionary Notes) distributions will be made to the Senior Claimants as follows: Type of Payment Approximate Amount Class 1 (Other Priority Claims) $4,366 Class 2 (Bank Debt Claims) 31,512,340 Class 3 (Trade and Other Claims) 3,750,000 Class 4 (Current Debenture Claims) 64,750,169 Post-petition Interest to December 31, 1997 and Halcyon Payment (see footnote 25) 45,728,286 Total Payments to Senior Claimants $145,745,161 - --------------- (25) Although the Plan will not be considered for Confirmation until well after the December 31, 1997 date used by the Trustee in calculating the current Cash held by the Estate (see Section III of this Disclosure Statement) and the amounts of Cash which will be distributed to the Senior Claimants pursuant to the Plan (see above, even though such Senior Claimants will receive interest through the Distribution Date), the Trustee anticipates that the Cash held by the Estate as of December 31, 1997 (approximately $150 million) will earn interest (at a rate estimated to average in excess of 5% per annum) on and after January 1, 1998 in approximately the same amount as the interest on the Senior Claimants' (Classes 1 through 4) $100 million in prepetition Claims will accrue interest on and after January 1, 1998 since the "blended rate" of interest payable on the Senior Claimants' $100 million in prepetition Claims as set forth in the Plan is approximately 7.50% per annum. Hence, since the interest to be earned by the Estate after January 1, 1998 should be approximately the same as the interest to be paid to Senior Claimants after January 1, 1998, the figures set off one another and, therefore, no adjustment in the figures used in this Section V needs to be made due to the interest to be earned by or to be paid by the Estate for periods after January 1, 1998. Page 49 After all distributions to the Senior Claimants in Classes 1 through 4, BUT BEFORE PAYMENT OF ALLOWED ADMINISTRATIVE CLAIMS, the remaining net worth of the Debtor (assets estimated of $219,984,326.00 less distributions to Senior Claimants estimated at $145,745,161.00) is approximately $74,239,165.00. In order to pay Classes 5 through 8 as provided in this Plan, of the remaining approximately $74,239,165.00 available after paying Classes 1 through 4, approximately $14,119,500.00 worth of Plan Common Stock must be paid to Classes 5 through 8 which figure is calculated as follows: Class (and its Plan Distribution) Approximate Value of the Plan Common Stock to be Distributed Class 5 (100% of Allowed Claim) $ 5,500,000.00 Class 6 (70% of Original Claim) 7,000,000.00 Class 7 (25% of Original Claim) 725,000.00 Class 8 (10% of Allowed Claim) 894,500.00 Total Estimated Value of Plan Common Stock to Classes 5 through 8 $14,119,500.00 Concerning unpaid Administrative Claims, as discussed in Section IV, C. of this Disclosure Statement, the Trustee currently estimates that such Administrative Claims (through the Effective Date) could be as low as five million dollars ($5,000,000.00) (hereafter the "Low Range") or as high as fifteen million dollars ($15,000,000.00) (hereafter the "High Range").(26) In order to set - --------------- (26) This estimate should be revised downwards as the Estate pays Administrative Claims, particularly professional fees. For example, see footnote 15 herein. However, the estimate could also have to be revised upwards if the Estate were to incur additional post-petition tax liabilities as generally discussed in Section IV, C. 2. of this Disclosure Statement or if the Estate incurs unanticipated additional costs in connection with the Trustee's efforts to confirm this Plan. Page 50 the estimated value of the Plan Common Stock for purposes of the Plan, the Bankruptcy Court will have to estimate, at the Confirmation Hearing, the amount of the Administrative Claims that will be paid by the Estate. If the Administrative Claims are estimated by the Bankruptcy Court at the Low Range ($5 million), then the estimated value of the Plan Common Stock would be approximately $2.36 per share and, therefore, Classes 5 through 8 would receive approximately 5.98 million shares of Plan Common Stock before the Reverse Stock Split. In explanation, if Allowed Administrative Claims total $5 million, then the Estate, after payment of such Administrative Claims and Classes 1 through 4, would have a remaining value of approximately $69,239,165.00 to be divided among Classes 5 through 11; therefore, Classes 5 through 8 would receive approximately 5.98 million shares of Plan Common Stock (the approximately $14,119,500.00 payable to Classes 5 through 8 divided by approximately $2.36 per share), Classes 9 and 10 would receive 11,686,723 of Plan Common Stock and Class 11 would retain its 11,686,723 shares of Existing Common Stock, for a total of approximately 29.35 million shares of issued common stock of the Reorganized Debtor(27) (after the Reverse Stock Split there would be approximately 7.34 million shares of issued common stock in the Reorganized Debtor). If the Administrative Claims are estimated by the Bankruptcy Court at the High Range ($15 million), then the estimated value of the Plan Common Stock would be approximately $1.93 per share and, - --------------- (27) Bonneville's existing corporate documents authorize it to issue up to fifty million (50,000,000) shares of its common stock. Page 51 therefore, Classes 5 through 8 would receive approximately 7.32 million shares of Plan Common Stock before the Reverse Stock Split. In explanation, if Allowed Administrative Claims total $15 million, then the Estate, after payment of such Administrative Claims and Classes 1 through 4, would have a remaining value of $59,239,165.00 to be divided among Classes 5 through 11; therefore, Classes 5 through 8 would receive approximately 7.32 million shares of Plan Common Stock (approximately $14,119,500.00 divided by approximately $1.93 per share), Classes 9 and 10 would receive 11,686,723 of Plan Common Stock and Class 11 would retain its 11,686,723 shares of Existing Common Stock, for a total of approximately 30.69 million shares of issued common stock of the Reorganized Debtor(27) ( after the Reverse Stock Split there would be approximately 7.67 million shares of issued common stock in the Reorganized Debtor). The following table summarizes the various estimated calculations (as set forth above in this Section V) which form the basis for the estimate of the value of the Plan Common Stock as set forth in this Disclosure Statement; the value of the Plan Common Stock will be established by the Bankruptcy Court at the Confirmation Hearing. Page 52
LOW RANGE HIGH RANGE (Administrative (Administrative Claims) Claims) $219,984,326 Total estimated assets (Section III $219,984,326 of this Disclosure Statement) ($145,745,161) Less estimated Plan distributions to ($145,745,161) Classes 1 through 4 $74,239,165 Remaining balance of assets after $74,239,165 estimated Plan distributions to Classes 1 through 4 ($5,000,000) Less estimated amount for payment ($15,000,000) (Low Range) for Administrative Claims (High Range) ($14,119,500) Less estimated Plan distributions ($14,119,500) (Plan Common Stock) for payment to Classes 5 through 8 $55,119,665 Remaining balance of assets available $45,119,665 for Classes 9, 10 and 11 after estimated Plan distributions to Administrative Claimants and Classes 1 through 8 $2.36 per share Remaining balance of assets divided $1.93 per share by 23,373,446 shares of stock (11,686,723 shares of Plan Common Stock to Classes 9 and 10 and 11,686,723 shares of Existing Common Stock retained by Class 11) 63% Approximate percentage return to 51% Classes 9 and 10 (11,686,723 shares of Plan Common Stock times above per share stock price divided by $44 million in estimated Allowed Claims in Classes 9 and 10) 5.98 million Approximate number of shares of 7.32 million shares Plan Common Stock issued to Classes shares 5 through 8 at above per share price (to satisfy $14,119,500 in distributions) 29.35 million Approximate total number of shares 30.69 million shares of common stock in the Reorganized shares Debtor before the Reverse Stock Split (above number of shares for Classes 5 through 8 plus 11,686,723 shares to Classes 9 and 10 and 11,686,723 shares retained by Class 11 (after the Reverse Stock Split the number of shares of common stock in the Reorganized Debtor would be reduced by 75%)
Page 53 IT IS POSSIBLE THAT THE BANKRUPTCY COURT WILL ESTIMATE, AT THE CONFIRMATION HEARING, THE ALLOWED ADMINISTRATIVE CLAIMS AT SOMEWHERE IN BETWEEN THE LOW RANGE ($5 MILLION) AND THE HIGH RANGE ($15 MILLION). In that event, the number of shares of Plan Common Stock to be issued to Classes 5 through 8 in order to satisfy the approximately $14,119,500.00 worth of value (in the form of Plan Common Stock) to be distributed to such Classes will be adjusted accordingly (with the range being from approximately 5.98 million shares to 7.32 million shares before the Reverse Stock Split) and, THEREFORE, THE ESTIMATED VALUE OF THE PLAN COMMON STOCK WILL ALSO BE ADJUSTED ACCORDINGLY (with the range being from approximately $1.93 per share to $2.36 per share). Neither the Trustee, his Professionals, the Estate, the Debtor, current management, nor the Reorganized Debtor know at what price the Reorganized Debtor's common stock (i.e., both the Existing and the Plan Common Stock after the Reverse Stock Split) will trade if the Reorganized Debtor's common stock trades on a publicly recognized market. The values used herein (except for Cash) are estimates only and are included herein only for purposes of the Plan and are not an indication of the stock market value of the Debtor (or the Reorganized Debtor), either currently or subsequent to the Confirmation of the Plan. Neither the Trustee, his Professionals, the Estate, the Debtor, current management, nor the Reorganized Debtor make any representation or warranty of any kind whatsoever, express or implied, regarding the value of the Plan Common Stock issued under the Plan. While the Trustee and the Reorganized Debtor will exercise reasonable efforts to attempt to list the Reorganized Debtor's common stock on the NASDAQ National Market System or the NASDAQ Small Cap Market, there can be no assurance that the Reorganized Debtor's common stock will actually Page 54 trade or, if the Reorganized Debtor's common stock does trade, that it will trade at or near a price equal to the levels estimated herein.(28) In order to facilitate the trading of the common stock of the Reorganized Debtor, as soon as practicable (as determined by the Trustee) after the Effective Date there will be a Reverse Stock Split so that for every four (4) shares of Existing Common Stock or Plan Common Stock there will be one (1) share of common stock in the Reorganized Debtor. For a discussion of the Reverse Stock Split and the minimum stock prices required for listing by NASDAQ, see Section VI, I. of this Disclosure Statement. VI. FURTHER DISCUSSION OF THE TERMS OF THE PLAN A. FURTHER DISCUSSION CONCERNING CURRENT DEBENTURE CLAIMS (CLASS 4). Class 4 (Current Debenture Claims) is owed, as of the Petition Date, $64,750,168.95 as specified in the Proof of Claim (No. 146) filed by the Indenture Trustee (Norwest Bank of Minnesota, N.A.). This Claim will be paid in full in Cash. Pursuant to Article 4.3(c) of the Plan, this Allowed Class 4 Claim will also receive - --------------- (28) The valuation of any equity securities such as the Plan Common Stock is subject to uncertainties and contingencies, all of which are difficult to predict. Actual market prices of the Reorganized Debtor's common stock following the Distribution Date (and after the Reverse Stock Split) will depend upon, among other things, the prices at which shares of companies in the same or similar lines of business then trade relative to the earnings of those companies, conditions in the financial markets, the anticipated initial securities-holding period of creditors, some of whom may prefer to liquidate their investment rather than hold it on a long-term basis, and other factors that generally influence the prices of securities. Actual market prices of the Reorganized Debtor's common stock (after the Reverse Stock Split) may also be affected by the Debtor's history in Chapter 11 and/or by other factors not possible to predict. Accordingly, the value established by the Bankruptcy Court at the Confirmation Hearing for the Plan Common Stock does not purport to be an estimate of the post-reorganization market trading value of the Reorganized Debtor's common stock after the Reverse Stock Split. Such trading value (after the Reverse Stock Split) may be materially different from the value discussed herein or that established by the Bankruptcy Court at the Confirmation Hearing. Page 55 post-petition interest from the Petition Date to the Distribution Date at the simple rate (without compounding) of 7.32% per annum. Also see Article 4.4 of the Plan and Section VI, N. of this Disclosure Statement. The Indenture Trustee will be responsible for ascertaining the Persons entitled to receive the Cash being distributed to the Indenture Trustee for the benefit of the holders of the Debentures entitled to receive payment in respect to their Allowed Debenture Claim as provided in the Plan. Specifically, the Indenture Trustee's Claim will be paid to the Indenture Trustee as set forth in the Plan; no distributions shall be made by the Estate, the Trustee or the Reorganized Debtor directly to the holders of the Debenture Claims deemed to be entitled to payment in respect of their Allowed Debenture Claims and Confirmation of the Plan will disallow the Claim of any holders (to the extent the Bankruptcy Court has not previously disallowed such Claims of the beneficial holders). All Allowed post- petition fees and/or costs of the Indenture Trustee shall be paid as an Administrative Claim subject to the application by the Indenture Trustee to the Bankruptcy Court and Allowance of any such Administrative Claim by the Bankruptcy Court after notice and hearing. All prepetition unpaid fees and/or costs of the Indenture Trustee as set forth in Claim No. 146, with interest thereon as provided in Article 4.3(c) of the Plan, shall be paid to the Indenture Trustee out of the distributions made to the Indenture Trustee pursuant to Article 4.2(d) and pursuant to Article 4.3(c) of the Plan. While the Debentures are arguably contractually subordinated to payment of Class 2 Bank Debt, since Bank Debt is being paid in full with post-petition interest (see Article 4.3(b) of the Plan), this subordination provision is not relevant. Even if such subordination provision were an issue, it is the Trustee's belief Page 56 that the Debentures would probably not be subordinated to the post-petition interest allegedly owed on the Bank Debt because of the judicially recognized doctrine known as the "Rule of Explicitness". In any event, since Claims in Class 2 are being paid in full with post-petition interest, the Plan, at Article 4.2(b), provides that Claimants in Class 2 will have no claim or causes of action against the Indenture Trustee or any other Creditors (relating to the Bank Debt), including Claimants in Classes 4, 5 and 6. The Debentures were convertible into the common stock of the Debtor at a conversion price of approximately $11.59 per share of Existing Common Stock. Since the value of the Existing Common Stock is far less than this conversion price, the conversion feature of the Debentures has no value. The conversion feature (option) will terminate upon Confirmation of the Plan. B. FURTHER DISCUSSION CONCERNING DEEPLY SUBORDINATED CLAIMS (CLASS 8). Such Claims, which total $8,945,000.00, are subordinated to all other Claims pursuant to settlement agreements entered into between the Trustee and the respective Claimants which agreements were approved by the Bankruptcy Court. For example, the 1994 Settlement Agreement between the Trustee and Fuji Bank provided: The [Fuji] Bank shall be allowed an unsecured claim in the amount of Four Million Dollars ($4,000,000.00) which claim is subordinated and inferior in payment priority to all other claims against the estate of any kind whatsoever, including, but not limited to, late filed claims, subordinated debenture holder claims, equity claims, claims of equity holders or subordinated debenture holders who have sold their stocks or bonds and claims which have been subordinated pursuant to 11 U.S.C. Section 510(b). The claim of the Bank provided for in this paragraph shall be in parity with other claims subordinated by stipulation by the claimant and the Trustee in a manner similar to the claim of the Bank. The Fuji Bank Claim has now been assigned. Page 57 Although the Class 8 Claims are inferior to all other Claims against the Estate, an argument can be made that the Class 8 Claims are superior to, or on parity with, current equity interests (Class 11). However, in order to compromise and settle such issue (instead of litigate), the Plan provides that said Class 8 Claims will receive Plan Common Stock having an estimated value, as set forth in the Plan, equal to ten percent (10%) of such Allowed Claims (i.e., Class 8 Claimants will receive $894,500.00 worth of Plan Common Stock) to be Pro Rata divided among the Class 8 Claimants. C. CIGNA CLAIM (CLASS 10). The CIGNA Claim (which has now been assigned to a joint venture consisting of Wellhead Electric Co. Inc. and Frank Klepetko) arose from the Debtor's involvement in a gas fired power plant located in Lehi, Utah. CIGNA's original Claim was Claim No. 136 in the amount of $11,517,569.45. In the December 20, 1993 Settlement Agreement between the Trustee and CIGNA (which was approved by the Bankruptcy Court on February 1, 1994) the parties agreed that CIGNA would have an Allowed Claim as set forth in paragraph 3 of the Settlement Agreement which provided as follows: CIGNA shall be allowed an unsecured claim in the amount of ten million dollars ($10,000,000.00) which claim is subordinated and inferior in payment priority to (except as otherwise specified in the following sentence) all other general unsecured claims against the estate including, but not limited to, late filed claims, subordinated debenture holder claims and those creditors having claims arising from the purchase or sale of such subordinated debentures. Provided, however, the claim of CIGNA as specified in this paragraph shall be on parity with equity claims and the creditors having claims arising from the purchase or sale of common stock. As set forth in the above language, it was the Trustee's intent that the CIGNA Claim be on parity with Section 510(b) Equity Page 58 Claims; therefore, the CIGNA Claim is combined, for distribution purposes, with the Class 9 Section 510(b) Equity Claims. However, the past and current holders of the CIGNA Claim have asserted, based upon a number of arguments,(29) that the CIGNA Claim should not be classified with Class 9 Section 510(b) Equity Claims because of the unique nature in which such Claim arose; i.e., the holders of the CIGNA Claim argue that the CIGNA Claim is different from the Class 9 Claims and, therefore, the CIGNA Claim is entitled to additional distributions from the Estate. In order to settle and compromise this dispute (as well as to settle and compromise the current holder of the CIGNA Claim asserted "substantial contribution" Claim and other Claims), the Trustee and such current holder of the CIGNA Claim have agreed (in the December 31, 1997 Conditional Letter Agreement) that the CIGNA Claim would be treated as an eleven million dollar ($11,000,000.00) Allowed Claim and then combined with the Class 9 Section 510(b) Equity Claims for Plan distribution purposes in accordance with Article 4.2 of the Plan. D. EQUITY INTERESTS (EXISTING COMMON STOCK) (CLASS 11). As of the Petition Date the Trustee estimates that there were approximately 21,375,000 shares of issued Existing Common Stock, of which 211,933 shares were held by the Debtor as treasury stock. During the Trustee's tenure he has reached various settlements which have resulted in a net of 9,476,344 shares being transferred - --------------- (29) The past and current holders of the CIGNA Claim argued, among other things, that the December 20, 1993 settlement between the Trustee and CIGNA did not subordinate the CIGNA Claim to post-petition interest Claims of Senior Creditors and, therefore, a hybrid of the "Rule of Explicitness" prevented the CIGNA Claim from being so subordinated. Page 59 to the Trustee. Such transferred shares were received by the Trustee from the following: TRANSFEROR NUMBER OF SHARES Portland General 7,842,067 L. Wynn Johnson 493,766 Robert Wood 444,265 Raymond Hixson 273,987 Deedee Corradini 205,366 Westinghouse 190,000 Robert Pratt 101,733 Jack Dunlop 160 TOTAL 9,551,344 Seventy-five thousand (75,000) shares of stock received by the Trustee were used, with Bankruptcy Court approval, in 1997 to remedy a stock imbalance created by Jack Dunlop (an insider of Bonneville) relating to a 75,000 share "lost" stock certificate which was in fact not lost; accordingly, the net shares received by the Trustee currently total 9,476,344. While the Trustee will vote the stock held by him in favor of the Plan, as part of the settlement and compromise reflected in the Plan, all of the treasury stock and all of the remaining stock held by the Trustee will be canceled on the Effective Date, therefore, leaving 11,686,723 of remaining Existing Common Stock before the Reverse Stock Split. Portland General owns two million (2,000,000) shares of Existing Common Stock pursuant to the September 9, 1996 Settlement Agreement between the Trustee and Portland General, which Page 60 Settlement Agreement was approved by the Bankruptcy Court. Pursuant to such Settlement Agreement (paragraph 2), Portland General has agreed to cooperate with the Trustee in the reorganization of Bonneville. The Settlement Agreement also provides for certain restrictions on Portland General's ability to transfer its shares. On April 22, 1997 investment partnerships affiliated with Wexford Management LLC announced that they had filed a Schedule 13D with the Securities and Exchange Commission reflecting that such partnerships had acquired 752,500 shares of the Debtor at a total cost of $602,592.00. In October of 1997 persons or entities affiliated with C. Derek Anderson and Plantagenet filed a Schedule 13D with the United States Securities and Exchange Commission reflecting that such persons or entities had acquired 586,300 shares at a total cost of approximately $768,000.00. On or about March 25, 1998 the Schedule 13D was amended to reflect additional shares purchased by the Plantagenet entities. According to the amended Schedule 13D, it appears that as of approximately March 20, 1998 C. Derek Anderson, Patricia Love Anderson, John Zappettini, Anderson Capital Management Inc., Plantagenet Capital Management, L.L.C., Plantagenet Capital Partners, L.P., and Plantagenet Capital Funds, L.P. collectively own 912,300 shares of the Existing Common Stock which the Trustee estimates was acquired for a total purchase price of $1,352,719.60. In the Schedule 13D filed by the Anderson/Plantagenet persons or entities, such persons or entities calculate their percentage ownership interest in Bonneville based upon 11.6 million shares of Existing Common Stock instead of the higher number of shares of Existing Common Stock discussed in the first paragraph of this Section VI, D. of this Disclosure Statement. Page 61 E. POST-PETITION INTEREST (CLASSES 1, 2, 3 AND 4). Senior creditors (i.e., those in Classes 2, 3 and 4) have argued that a) Bank (Class 2) and Trade (Class 3) debt should receive post-petition interest at the "default" rate specified in their various agreements with the Debtor (such rates would likely range from 9% to 18% or more) and b) the Debenture Claimants should receive interest at the 7 3/4% rate set forth in the Debenture compounded semiannually from August 15, 1991 (the date of the last interest payment by the Debtor on the Debentures; with such compounding the effective yield on the Debenture would be approximately 9.4% per annum if calculated as simple interest). At a minimum, the senior creditors argue that they are entitled to post-petition interest at their respective contract (non-default) rate; such non-default contract rates would be on average more than 8% per annum on the Bank Debt, 7_% per annum on the Debentures and various different per annum rates on the Trade Debt. Some junior creditors or equity holders (particularly those in Classes 9, 10 and 11) have argued, using various theories (e.g., their various interpretations of Section 510(b), Section 726(a)(5), the "Rule of Explicitness", NEW VALLEY, 168 B.R. 73, etc.), that senior creditors should receive little, if any, post- petition interest or that such interest should be paid only when the Estate allegedly became "solvent" by reason of litigation recoveries.(30) An adversary proceeding, ANDERSON V. HALCYON, A.P. No. 97PA-2396, wherein an Interestholder, C. Derek Anderson, filed a declaratory complaint against Halcyon seeking a declaration limiting the amount of post-petition interest to be paid to senior creditors, was dismissed without prejudice on or about March 30, 1998 (with the order entered on April 15, 1998) with the Bankruptcy Court ruling - --------------- (30) If all Claims in Classes 1 through 10 were fully Allowed and were entitled to receive post-petition interest at the Federal Judgment Rate or some other reasonable rate from the Petition Date, then the Debtor's estate would NOT be solvent. Page 62 that the post-petition interest rate issue would be considered in the Plan confirmation process. The Trustee and some of his Professionals have researched this post-petition interest issue and have carefully considered the arguments made by both the junior and senior creditors. The Debtor's reorganization proceeding presents an unusual set of facts; i.e., it is unusual for a debtor such as Bonneville, that was to a large degree an instrument used by certain Insiders to improperly raise money from the public in the form of equity and to incur large (and unpayable) debts to financial institutions and the holders of the Debentures, to now have enough assets (the majority of which were generated through litigation settlements) to not only pay "senior" creditors in full, but also to be able to make distributions to subordinated Claims such as those in Classes 5 through 10 and permit Interestholders (Class 11) to retain their interest in Bonneville. The Trustee believes under the unique factual circumstances and equities of Bonneville's Chapter 11 case that it is appropriate that some interest be paid to senior unsecured creditors because to do otherwise would result in the illogical conclusion that senior creditors would receive substantially less in this six year old Chapter 11 case than they would receive if the Chapter 11 case were converted to one under Chapter 7. CF. 11 U.S.C. Sections 726(a)(5) and 1129 (a)(7). In order to Confirm the Plan, the Bankruptcy Court must find that the Plan is proposed in good faith. 11 U.S.C. Section 1129(a)(3). Good faith is not defined in the Bankruptcy Code. It is generally held that a plan is proposed in good faith if there is a reasonable likelihood that the plan will achieve a result consistent with the objectives and purpose of the Bankruptcy Code. A further refinement of the test for whether Page 63 a plan is proposed in good faith is found in the notion that the plan must provide for fundamental fairness in dealing with creditors. One of the alternatives considered by the Trustee for payment of post-petition interest to the senior creditors issue was to pay interest at the Federal Judgment Rate proscribed by 28 U.S.C. Section 1961. The Federal Judgment Rate on the Petition Date (December 5, 1991) was 4.98% per annum, COMPOUNDED ANNUALLY. With this annual compounding the effective rates of interest (if interest to senior creditors were calculated on the Federal Judgment Rate and if distributions from the Estate were delayed for years while the competing groups of creditors and/or Interestholders litigated with one another over the post-petition interest issue) would be approximately as follows: Period Starting Approximate Effective Rate of Interest for the Subject Year Period December 5, 1991 4.98% December 5, 1992 5.23% December 5, 1993 5.49% December 5, 1994 5.76% December 5, 1995 6.05% December 5, 1996 6.35% December 5, 1997 6.67% December 5, 1998 7.00% December 5, 1999 7.35% December 5, 2000 7.71% December 5, 2001 8.10% December 5, 2002 8.50% Page 64 After considering the arguments of all parties, after studying the Bankruptcy Code (and its predecessor) and the case law, and after lengthy negotiations with certain Creditors which resulted in the December 31, 1997 Conditional Letter Agreement, the Trustee, in good faith, believes that the most fair and equitable manner in which to deal with the post-petition interest issue is to pay limited interest to the senior classes (Class 1 through 4) from the Petition Date (or at such later date as the Creditor actually advanced funds to or for the benefit of Bonneville) to the Distribution Date, at the compromise interest rates set forth in Article 4.3 of the Plan. While the rates of interest to be paid to the senior creditors as set forth in the Plan are for some Classes higher than the presently applicable Federal Judgment Rate, the rates for all the senior creditors are lower than the non-default contract rates and are significantly lower than the default or compound rates originally proposed by the senior creditors. The Trustee believes that this treatment of the post-petition interest issue is in the best interest of the Estate, its Creditors and its Interestholders because such resolution complies with the good faith requirement of Section 1129(a)(3),(31) is reasonable in light of the law on this issue and, if the Plan is confirmed, would facilitate the Debtor quickly emerging from bankruptcy rather than - --------------- (31) See IN RE NEW VALLEY, 168 B.R. 73, 80-81 (Bankr., D.N.J. 1994). The Trustee believes it is appropriate to pay post- petition interest to senior creditors because, in addition to the other reasons stated herein, the senior Claimants may have a valid right to such interest and there is no principled purpose served, especially in light of the objectives and purposes of the Bankruptcy Code, to transfer value from senior creditors, who have waited more than six (6) years to be paid, to equity holders. CF. 11 U.S.C. Sections 726(a)(5) and 1129(a)(7). Further, a determination that post-petition interest must be paid to impaired creditors (i.e., creditors receiving 99% of their claim in cash and 1% of their claim in stock) but not to unimpaired creditors (i.e., creditors receiving 100% of their claim in cash) may be illogical, unfair, contrary to the rules of statutory interpretation, and inconsistent with the objectives and purposes of the Bankruptcy Code. Page 65 having the Debtor continue in a bankruptcy proceeding (for perhaps several years) while competing parties litigate (and then appeal) the issue. The Trustee has reflected on Bonneville's books and intends to reflect in Bonneville's corporate income tax returns for the year ended December 31, 1997 the Estate's post-petition interest liability as set forth in Article 4.3 of the Plan. If it were to be subsequently determined that the Estate is not obligated to pay post-petition interest as generally set forth in the Plan or if the Internal Revenue Service were to successfully contest the Estate's treatment of this post-petition interest issue, then it is likely that the Estate would have a material tax liability for calendar year 1997 well in excess of the Trustee's current estimate of such liability. F. CONSISTENT CLAIM CALCULATION. The provisions of the Plan for Classes 5, 6, 7 and 9 specifies the manner (method) in which each Claim is to be estimated and calculated. Specifically, the amount of claims in each Class are calculated using a single, uniform formula for the purpose of determining the amount of each Claim (regardless of the amount set forth on the Proof of Claim actually filed by the Claimant). These provisions of the Plan were included by the Trustee in order to a) provide to the extent reasonably possible that each Claimant in a particular Class would have its Claim calculated in a manner consistent with all other Claims in that Class and b) to save the Estate the tens of thousands of dollars (if not more) in administrative costs which would be incident to the Trustee objecting to hundreds of claims simply on the ground that the Claimants had not used a consistent methodology in calculating their Claims. As set forth in the Plan and the order of the Bankruptcy Court approving this Disclosure Statement (see Exhibit 4 attached hereto), ANY CLAIMANT OBJECTING TO SUCH METHOD OF CLAIM Page 66 CALCULATION MUST OBJECT, IN WRITING, AT LEAST TEN (10) DAYS PRIOR TO THE START OF THE CONFIRMATION HEARING, IN WHICH EVENT THE TRUSTEE MAY OBJECT TO THE CLAIMANT'S ENTIRE CLAIM ON ANY BASIS AND THE MATTER WILL THEN BE ADJUDICATED BY THE BANKRUPTCY COURT; i.e., if one or more Claimant in Classes 5, 6, 7 or 9 disputes the Amount of its Allowed Claims as compromised and settled by the Trustee as set forth in the Plan, then each such Claimant must object, in writing, at least ten (10) days prior to the start of the Confirmation Hearing, to such compromised Allowed Claim in which event the Trustee may object to the Claimant's ENTIRE Claim and take the position that the Claimant has no allowable Claim of any kind against the Debtor or its Estate (also see footnotes 18, 19, 20 and 24 of this Disclosure Statement). G. SUBORDINATION OF CLASSES 5, 6, 7, 8, 9 AND 10. Pursuant to the provisions of 11 U.S.C. Section 510(b), Claimants in Classes 5, 6, 7, 8, 9 and 10 are likely subordinated, for distribution purposes, to Classes 2, 3 and 4. Specifically, 11 U.S.C. Section 510(b) provides: For the purpose of distribution under this title, a claim arising from rescission of a purchase or sale of a security of the debtor or of an affiliate of the debtor, for damages arising from the purchase or sale of such a security, or for reimbursement or contribution allowed under section 502 on account of such a claim, shall be subordinated to all claims or interests that are senior to or equal the claim or interest represented by such security, except that if such security is common stock, such claim has the same priority as common stock. Accordingly, Classes 5 through 10 do not receive as favorable treatment under the Plan as do unsecured Creditors in Classes 1 through 4 who are not subject to the subordination mandate of 11 U.S.C. Section 510(b). The Plan provides, however, that Classes 1 through 4 waive further enforcement of such subordination provisions in exchange for their treatment under the Plan. Page 67 H. DIVISION BETWEEN CLASSES 9, 10 AND 11. While 11 U.S.C. Section 510(b) provides that "For purposes of distribution under this title . . . [Class 9 and 10 Claims have] the same priority as common stock", the Bankruptcy Code does not clearly specify how the remaining value of the Debtor (after paying Classes 1 through 8) is to be divided between the Class 9 and 10 Claimants and the Class 11 Equity Interests. To the best of the Trustee's knowledge no reported case decision has even discussed, let alone decided, this issue. In any event, the Plan provides that in order to provide Classes 9 and 10 with the same priority as the Interestholders, Classes 9 and 10 will receive and on a Pro Rata basis will divide 11,686,723 of Plan Common Stock in satisfaction of their approximately $44 million in Claims against the Estate. Accordingly, Classes 9 and 10 will hold the same number of shares in the Reorganized Debtor as do the Interestholders (Class 11). The Trustee believes that such a division among Classes 9, 10 and 11 is fair and equitable, is consistent with the literal reading of 11 U.S.C. Section 510(b), and is in the best interest of the Estate, its Creditors and its Interestholders. As soon as practicable after the Effective Date, the Reverse Stock Split (see below) will occur. I. REVERSE STOCK SPLIT. As discussed in Section V of this Disclosure Statement, the estimated value of the Plan Common Stock, which value will be established by the Bankruptcy Court at the Confirmation Hearing, is estimated to be between $1.93 and $2.36 per share. The Trustee believes that in order to facilitate the trading of the Reorganized Debtor's common stock (which includes both the Existing and Plan Common Stock) on the NASDAQ National Market System or the NASDAQ Small Capitalization Market, the per share value of the Reorganized Debtor's common stock should be increased by having a one (1) for Page 68 four (4) Reverse Stock Split. In explanation, by reducing the number of issued shares in the Reorganized Debtor by seventy-five percent (75%), the perceived value of such remaining shares (after the Reverse Stock Split) should be correspondingly increased thus resulting in the remaining shares (after the Reverse Stock Split) potentially trading at a price which should be in excess of the per share minimum price required by NASDAQ. Specifically, the Existing Common Stock of the Debtor is currently traded on a limited basis on the "Over-the-Counter" Market and quoted in the National Quotation Bureau's Pink Sheets. The Trustee believes that it will be in the best interest of the holders of the Reorganized Debtor's common stock to have the common stock of the Reorganized Debtor traded on either the NASDAQ National Market System or the NASDAQ Small Cap Market. In order to meet the initial listing requirements for the NASDAQ National Market System, the Reorganized Debtor must have a minimum bid price for its common stock of $5.00 per share. In order to meet the initial listing requirements for the NASDAQ Small Cap Market, the Reorganized Debtor must have a minimum bid price of $4.00 per share for its common stock. Accordingly, it is anticipated that the Reverse Stock Split will result in the common stock of the Reorganized Debtor trading at a price which should be in excess of the per-share minimum price required by NASDAQ. Even if the Reorganized Debtor meets all of the initial listing requirements of either the NASDAQ National Market System or the NASDAQ Small Cap Market System, there can be no assurance that the common stock of the Reorganized Debtor (after the Reverse Stock Split) will be listed on either of such NASDAQ systems. The listing of a stock on either the NASDAQ National Marketing System or the NASDAQ Small Cap Market System is solely within the discretion of NASDAQ, even if a company desiring listing meets all Page 69 listing requirements. While the Trustee and the Reorganized Debtor will exercise reasonable efforts to attempt to list the Reorganized Debtor's common stock (after the Reverse Stock Split) on either the NASDAQ National Market System or the NASDAQ Small Cap Market, there can be no assurance that the Reorganized Debtor's common stock (after the Reverse Stock Split) will trade on a public market or will actually trade at a price equal to or near the estimated values set forth herein(32). The Reverse Stock Split will occur as soon as practicable (as determined by the Trustee) after the Effective Date. Specifically, WHEN DISTRIBUTIONS, PURSUANT TO THE PLAN, ARE TO BE MADE TO CLAIMANTS IN CLASSES 5 THROUGH 10 EACH CLAIMANT WILL RECEIVE COMMON STOCK IN THE REORGANIZED DEBTOR WHICH ALREADY REFLECTS THE EFFECTS OF THE REVERSE STOCK SPLIT. For example, if a Claimant, pursuant to the Plan, is entitled to receive four hundred (400) shares of Plan Common Stock, then at the Distribution Date and because of the Reverse Stock Split, the Claimant will receive one hundred (100) shares of the common stock in the Reorganized Debtor. - --------------- (32) The valuation of any equity securities such as the Plan Common Stock is subject to uncertainties and contingencies, all of which are difficult to predict. Actual market prices of the Reorganized Debtor's common stock following the Distribution Date (and after the Reverse Stock Split) will depend upon, among other things, the prices at which shares of companies in the same or similar lines of business then trade relative to the earnings of those companies, conditions in the financial markets, the anticipated initial securities-holding period of creditors, some of whom may prefer to liquidate their investment rather than hold it on a long-term basis, and other factors that generally influence the prices of securities. Actual market prices of the Reorganized Debtor's common stock (after the Reverse Stock Split) may also be affected by the Debtor's history in Chapter 11 and/or by other factors not possible to predict. Accordingly, the value established by the Bankruptcy Court at the Confirmation Hearing for the Plan Common Stock does not purport to be an estimate of the post- reorganization market trading value of the Reorganized Debtor's common stock after the Reverse Stock Split. Such trading value (after the Reverse Stock Split) may be materially different from the value discussed herein or that established by the Bankruptcy Court at the Confirmation Hearing. Page 70 J. GOHLER CLASS ACTION LITIGATION. The GOHLER Class Action Litigation is a consolidated, certified (for settlement purposes only) class action pending in the United States District Court for the District of Utah, Case No. 92-C-181S (GOHLER, ET AL. V. WOOD, ET AL.). The litigation was commenced in early 1992 and relates to the alleged wrongdoing of the Bonneville Insiders and others. Neither the Trustee nor the Debtor are in any way presently involved in such litigation and the Trustee does not anticipate that he, the Debtor or the Reorganized Debtor will become involved in the litigation at any time in the future. Some of the Debtor's Creditors or Interestholders may also have an interest in the Gohler Class Action Litigation. The class representative plaintiffs in the GOHLER class action are represented by, among others: Blake M. Harper Milberg, Weiss, Bershad, Hynes & Lerach Attorneys at Law 600 West Broadway, Suite 1800 San Diego, California 92101 (619) 231-1058 Thomas R. Karrenberg Anderson & Karrenberg Attorneys at Law 50 West Broadway, #700 Salt Lake City, Utah 84101 (801) 534-1700 The only remaining defendant in the GOHLER class action litigation is the law firm of Mayer, Brown & Platt. Page 71 In 1995 and in 1998 the GOHLER class action plaintiffs reached settlements with the previously named defendants, which settlements have, after estimated payment of certain fees and costs to the plaintiffs' attorneys, resulted in the plaintiffs or their attorneys now holding cash (or its equivalent) which the Trustee estimates to be in excess of sixteen and one-half million dollars ($16,500,000.00). The remaining defendant has filed a motion to dismiss and such motion has been under advisement for several years. To date, no distributions have been made to the members of the Gohler Class Action from any of the settlements. The District Court has not yet directed that claims be filed in the Gohler Class Action Litigation and, therefore, the Trustee believes that it may be some time before members of the Gohler Class Action receive any distribution from the Gohler Class Action Litigation. The Plan is not intended to interfere with a) any claims or causes of action possessed by the Gohler class action plaintiffs, the Class or the members of the Class (or any of them) in the Gohler Class Action Litigation or b) any defenses or other rights possessed by the remaining defendant in the Gohler Class Action Litigation. K. CERTAIN MISCELLANEOUS PROVISIONS.(33) 1. JURISDICTION. As set forth in Article VIII of the Plan, the Bankruptcy Court will retain broad jurisdiction and venue over almost all matters concerning the Estate, the Debtor, the Reorganized Debtor, Claims, the Plan and all matters related to the Plan, including distributions. - --------------- (33) This Disclosure Statement only summarizes some of the various provisions of the Plan. For all the terms and conditions of the Plan, the Plan itself must be read in its entirety. If any inconsistency exists between the Plan and this Disclosure Statement, the terms of the Plan control. Page 72 2. EXECUTORY CONTRACTS. The Plan constitutes and incorporates a motion by the Trustee, pursuant to Section 365 of the Bankruptcy Code, to reject any and all executory contracts and unexpired leases of the Debtor, except: a) those which shall, before the Confirmation Date, have been rejected or assumed pursuant to an Order of the Bankruptcy Court or be the subject of pending motions by the Trustee to reject or assume pursuant to Section 365 of the Bankruptcy Code; b) those executory contracts and unexpired leases specifically designated on the schedule attached as Exhibit "K" to the Plan (if any) which are to be assumed, or assumed and assigned where applicable, by the Trustee (which list may be further amended or supplemented prior to the Confirmation of the Plan); and c) those which are specifically treated otherwise in the Plan. Executory contracts which are expressly assumed in the Plan by the Debtor (and assigned to the Reorganized Debtor) are 1) the "Office Building Lease" agreement between KTR/Dorn LLC, as successor-in-interest to 50 West Broadway Associates as landlord and Bonneville Pacific Corporation as tenant, dated February 14, 1996, and any extensions thereof, concerning the Debtor's lease of its Salt Lake City, Utah, office space; 2) the 1992 Legal Representation Agreement between the Trustee and the law firm of Beus, Gilbert & Morrill; and 3) those contracts in any way related to the ongoing operations of a) the NCA # 1 power project located near Las Vegas, Nevada (including the Debtor's guarantee of the tax exempt financing relating to such project); b) Bonneville Pacific Services Company, Inc.; c) Bonneville Fuels Corporation and its affiliates and subsidiaries; and d) the Kyocera power project located near San Diego, California. All of the aforesaid executory contracts expressly assumed pursuant to the Plan are current and no defaults need to be cured. The Trustee on behalf of the Debtor expressly rejects any and all prepetition contracts related to stock options (relating to Page 73 the Existing Common Stock) previously granted by the Debtor to the Debtor's officers, directors or employees or to any other Person; the Trustee believes that such options, to the extent they have not already expired, have no value. 3. DISCHARGE OF ALL DEBTS AND RELATED INJUNCTION. The Plan provides for the complete discharge and release of all Claims, debts or obligations of any kind whatsoever of the Debtor, the Estate, the Trustee or his Professionals, or the Reorganized Debtor. See, for example, Articles 5.10, 6.2 and 6.6 of the Plan. Article 6.5 of the Plan states that the Confirmation Order will provide for a permanent injunction relating to any such Claims, debts or obligations. Specifically, Article 6.2 of the Plan provides: DISCHARGE AND RELEASE OF CLAIMS. Except as otherwise provided in this Plan, the entry of the Confirmation Order, as of the Effective Date, will act as a full and complete discharge of all Claims against the Debtor, the Estate, the Reorganized Debtor, current management, the Trustee and his Professionals of any nature whatsoever that arose, or has been asserted against, the Debtor or Estate at any time before the entry of the Confirmation Order or that arises from any pre-Confirmation conduct of the Debtor or the Estate whether or not the Claim is known to or knowable by the Claimant or Interestholder. The discharge will become effective as to each Claim, whether or not the Claim constituted an Allowed Claim, whether or not the holder of the Claim voted to accept this Plan and whether or not the Claim was classified or treated in this Plan. The Confirmation Order shall be a judicial determination of discharge of all Claims against or liabilities of the Debtor and the Estate, and all successors thereto. In addition, the Confirmation Order will operate as a general adjudication with prejudice, as of the Effective Date, of all pending legal proceedings against the Debtor or the Estate and its assets and properties as well as any proceedings not yet instituted against the Debtor or the Estate or its assets and properties, except as otherwise provided in this Plan. Pursuant to Section 524 of the Bankruptcy Code, the discharge herein provided shall operate as an injunction against the prosecution of any Claim so discharged. This Plan shall not alter, amend or affect the effectiveness of the Bankruptcy Court's previously entered "Order Establishing a Supplementary Claims Bar Date" dated September 10, 1996 and entered on September 11, 1996. Page 74 Article 6.5 of the Plan provides: PERMANENT INJUNCTION. Except as otherwise expressly provided in this Plan, all Persons who have held, hold or may hold Claims or Interests are permanently enjoined on and after the Confirmation Date from: a) commencing or continuing in any manner any action or other proceeding of any kind with respect to any such Claim or Interest against the Debtor, the Estate, the Reorganized Debtor, the Trustee, the Trustee's Professionals, Affiliates, Subsidiaries, or any of their respective officers, directors, employees with respect to any such Claim or Interest; b) the enforcement, attachment, collection or recovery by any manner or means of any judgment, award, decree, or order against the Estate, the Debtor, the Reorganized Debtor, the Trustee, the Trustee's Professionals, Affiliates, Subsidiaries, or any of their respective officers, directors, employees with respect to any such Claim or Interest; c) creating, perfecting or enforcing any encumbrance of any kind against the Estate, the Debtor, the Reorganized Debtor, the Trustee, the Trustee's Professionals, Affiliates, Subsidiaries, or any of their respective officers, directors, employees or against the property of the Debtor, the Estate, the Reorganized Debtor, the Trustee, the Trustee's Professionals, Affiliates, Subsidiaries, or any of their respective officers, directors, employees with respect to any such Claim or Interest; d) asserting any setoff, right of subrogation, or recoupment of any kind against any obligation due the Debtor, the Estate, the Reorganized Debtor, the Trustee, the Trustee's Professionals, Affiliates, Subsidiaries, or any of their respective officers, directors, employees or against the property of the Debtor, the Estate, the Reorganized Debtor, the Trustee, the Trustee's Professionals, Affiliates, Subsidiaries, or any of their respective officers, directors, employees with respect to any such Claim or Interest; and e) any act, in any manner, in any place whatsoever, that does not conform to, or comply with, the provisions of this Plan or the Plan Documents; provided, however, that such permanent injunction shall not impair the rights of the Reorganized Debtor to prosecute any Debtor Action. Further, this Plan shall not alter, amend or affect the effectiveness of the Bankruptcy Court's previously entered "Order Establishing a Supplementary Claims Bar Date" dated September 10, 1996 and entered on September 11, 1996. 4. WARRANTY BY CLAIMANTS OF ENTITLEMENT TO DISTRIBUTIONS. In addition to Claimants consenting to the continuing jurisdiction of the Bankruptcy Court (see Article 11.18 of the Plan), Article 11.3 of the Plan provides as follows: DUE AUTHORIZATION BY CLAIMANTS. In making the distributions required by this Plan, the Trustee may rely Page 75 for all purposes on the records of the Clerk of the Bankruptcy Court as to whether a Claim has been transferred in strict compliance with Rule 3001(e) of the Bankruptcy Rules. Each and every Claimant who participates in the distributions provided for herein warrants to the Trustee, the Debtor, the Estate and the Reorganized Debtor that such Claimant is authorized to receive and accept, in consideration of its Claim against the Debtor or the Estate, the distributions provided for in this Plan, and that there are no executory or consummated commitments, agreements, assignments, or understandings, express or implied, that may or can in any way defeat or modify the rights conveyed, or obligations undertaken, by such Claimant under this Plan. By accepting any distribution provided for by the Plan, the Claimant is representing and warranting to the Trustee, the Estate, the Debtor and the Reorganized Debtor that the Claimant is legally entitled to the distribution and the Claimant has not sold, conveyed, transferred or assigned its rights to the distribution to another Person. Breach of this warranty by the Claimant will result in the Claimant being liable to the Trustee, the Estate, the Debtor or the Reorganized Debtor, as the case may be, for all damages directly or indirectly caused by such breach. If the Claimant has transferred or assigned its Claim but the Claimant nonetheless received a distribution under this Plan, then the assignor shall immediately transfer the distribution to the assignee; however, if the assignor fails to so transfer such distribution, the assignee of the Claimant or Interestholder shall possess no claim, cause of action or recourse of any kind whatsoever against the Estate, the Trustee, the Debtor or the Reorganized Debtor (or their respective agents) and the assignees' sole and exclusive remedy and recourse shall be against the assignor of the Claim who actually received the distribution. If, at the Distribution Date, the Trustee has not been able to ascertain to his satisfaction who is the Person entitled to a distribution as set forth in this Plan, then the Trustee may a) refrain from making such distribution until such time as the Trustee is satisfied as to which Person is entitled to the distribution or b) file an interpleader action with the Bankruptcy Court so that the various Claimants to the subject distribution can adjudicate their respective Claims; in an interpleader action, the prevailing Person shall pay the Trustee's (and his Professionals') reasonable fees and costs incurred in connection with the interpleader action. 5. REVESTING. Article 6.4 of the Plan provides that except as otherwise provided in the Plan, in order to implement the Plan all assets and property of the Estate will vest, free and clear, with the Reorganized Debtor at the Effective Date. 6. TWO (2) YEAR PERIOD TO RECEIVE DISTRIBUTIONS. Pursuant to Articles 5.2(c), 5.9 and 5.19 of the Plan, Claimants (including but not limited to Current Debenture Claims in Class 4) have only Page 76 two (2) years after the Effective Date to take possession of their Cash or Plan Common Stock. If such distributions have not been timely claimed by or otherwise delivered to the Claimant, then such distributions will be the sole and exclusive property of the Reorganized Debtor and the Claimant's right to receive such distributions, or to assert any Claim related thereto, or to assert any claim under the Plan, shall be discharged and forever barred. 7. CLAIM OBJECTIONS, LATE CLAIMS OR AMENDED CLAIMS. Pursuant to Article 5.4(c) of the Plan, after the start of the Confirmation Hearing only the Trustee may file and prosecute objections to prepetition Claims filed against Bonneville and/or its Estate. Pursuant to Article 5.16 of the Plan, no filed or scheduled Claim can be amended upwards after the commencement of the Confirmation Hearing. No Late Claims will be Allowed because, among other things, the Plan was negotiated and then drafted assuming that distributions would be made only on the Claims which had been (or were adjudicated by the Bankruptcy Court prior to the filing of the Plan to be deemed to be) timely filed; accordingly, the Estate, its Creditors and its Interestholders would be severely prejudiced if Late Claims were to be Allowed and, therefore, the Plan bars the Allowance of any Late Claims. The Plan also provides that the Trustee or the Reorganized Debtor (but only with a unanimous resolution by its board of directors) may settle or compromise any Disputed Claim without Bankruptcy Court approval when less than $100,000.00 is in actual dispute. Pursuant to Article 5.4(b) of the Plan, no interest will be paid to a Claimant on Disputed Claims (or from the Disputed Claim Reserve) after the Distribution Date. 8. DEBTOR'S BUSINESS RECORDS AND OTHER DOCUMENTS. Pursuant to Article 11.20 of the Plan, after the Effective Date the Trustee or the Reorganized Debtor may dispose of (destroy) such prepetition Page 77 or post-petition business records or other documents of the Estate, the Debtor or its Affiliates as Trustee or the Reorganized Debtor, in their sole business judgment, deem appropriate without further notice. 9. ERISA COMPLIANCE. Pursuant to Article 11.21 of the Plan, the Trustee, the Estate, the Debtor and the Reorganized Debtor may take all appropriate actions, including the expenditure of Cash, to comply with all the Debtor's, the Estate's, the Reorganized Debtor's or its Affiliates' legal requirements mandated by ERISA or similar state or federal laws including but not limited to matters related to the Debtor's (with its Affiliates) Section 401(K) plan (which is being fully retained by the Reorganized Debtor) and the Debtor's (with its Affiliates) ESOP plan (which ESOP has been, or will be, terminated). 10. ADMINISTRATIVE CLAIM BAR DATE. Except as otherwise provided in Article 11.8 of the Plan (which deals with the post- Effective Date fees of the Trustee or his Professionals), Article 11.7 of the Plan provides that the Confirmation Order will operate to set an Administrative Claim bar date which bar date shall be sixty (60) days after the Effective Date. 11. CASH IN LIEU OF SMALL STOCK DISTRIBUTION. Article 5.2(e) of the Plan provides that at the sole and exclusive option of the Trustee, any Claimant in Classes 5 through 10, inclusive, who otherwise would be entitled pursuant to the Plan to receive four hundred (400) or fewer shares of Plan Common Stock (before the Reverse Stock Split) may receive at the Distribution Date, Cash in lieu of such shares of Plan Common Stock. The amount of Cash to be paid to any such Claimant would be the per share value of the Plan Common Stock as determined by the Bankruptcy Court at the Confirmation Hearing. Page 78 12. WHOLE SHARES OF PLAN COMMON STOCK. The Plan Common Stock shall be distributed only in whole share numbers which (in light of the Reverse Stock Split) when divided by four equal integers. See Article 5.2(d) of the Plan. Each time a distribution of the Plan Common Stock is to be made under the Plan to a Claimant holding an Allowed Claim and such distribution would include a fractional share or would include whole shares which when divided by four would not equal an integer, then the distribution of such Plan Common Shares shall be rounded, either upwards or downwards (as the case may be), to the nearest whole share amount which when divided by four would equal an integer. For example, if a Claimant were entitled pursuant to the Plan to receive between 100.01 shares and 101.99 shares of Plan Common Stock, then the distribution would be rounded down and such Claimant would receive 100 shares of Plan Common Stock (or, put another way, 25 shares of the common stock in the Reorganized Debtor after taking into account the Reverse Stock Split); if a Claimant were entitled pursuant to the Plan to receive between 102.00 and 103.99 shares of Plan Common Stock, then the distribution would be rounded up and such Claimant would receive 104 shares of Plan Common Stock (or, put another way, 26 shares of common stock in the Reorganized Debtor after taking into account the Reverse Stock Split). 13. SURRENDER OF DEBENTURES OR INSTRUMENTS. In order to be entitled to any distributions pursuant to the Plan, Article 5.2(b) of the Plan provides that the Claimant must surrender its Debentures or instruments. 14. UNITED STATES TRUSTEE FEES; 28 U.S.C. SECTION 1930(A)(6). All accrued and unpaid quarterly fees due to the United States Trustee pursuant to 28 U.S.C. Section 1930(a)(6) through the Confirmation Date shall be paid on the Effective Date. Fees payable to the office of the United States Trustee pursuant to 28 Page 79 U.S.C. Section 1930(a)(6) after the Confirmation Date shall be paid by the Reorganized Debtor to the extent required by 28 U.S.C. Section 1930(a)(6) until entry of the final decree. VII. BONNEVILLE PACIFIC CORPORATION: PRIOR TO BANKRUPTCY (1980 TO DECEMBER 5, 1991) A. INTRODUCTION. Much of the information contained in this Section and in Section VIII of this Disclosure Statement has been generated from the investigations conducted by the Trustee and the Trustee's Professionals since the Trustee's appointment in June of 1992. Neither the Trustee nor any of his Professionals were involved with Bonneville or its management prior to the Trustee's appointment. Thus, neither the Trustee nor any of his Professionals have first-hand knowledge of events which occurred prior to June 12, 1992. Moreover, many of the historical facts regarding Bonneville and Bonneville's operations set forth herein were contested by defendants in litigation commenced and/or pursued by the Trustee and were resolved by settlement prior to any final judicial determination regarding the validity of the allegations raised by the Trustee; in each of the settlements the respective defendants denied all allegations of fault, liability or any wrongdoing. Neither this Disclosure Statement nor the Court's approval of this Disclosure Statement is intended to imply that the merits of the Trustee's allegations (including those allegations discussed in this Disclosure Statement) were judicially determined. B. BONNEVILLE PACIFIC CORPORATION ORGANIZATION AND PREPETITION PUBLIC OFFERINGS. Bonneville was originally incorporated in the State of Utah in 1980 as "Hixson & Co." and was renamed "Bonneville Utah Corporation" ("Bonneville Utah") in 1981. The majority of stock Page 80 in Bonneville Utah was owned by "Bonneville Group, Inc.," a company owned by a coterie consisting of L. Wynn Johnson, Robert L. Wood, John Dunlop, Carl T. Peterson, Raymond Hixson and Deedee Corradini (collectively the "Group Principals"). In 1986 Bonneville Group Inc. transferred most of its stock in Bonneville Utah to the Group Principals. In June of 1986, Bonneville Delaware was incorporated in Delaware and Bonneville Utah merged into Bonneville Delaware and was renamed "Bonneville Pacific Corporation." Bonneville's initial public stock offering (the "IPO") took place in July 1986. Upon consummation of the IPO, Bonneville sold 1,900,000 shares of common stock at $9.00 per share for net proceeds totaling $15,423,000.00. The IPO also included the sale of an additional 600,000 shares of stock owned by the Group Principals. Bonneville completed a second public stock offering in 1987, selling 2,490,000 shares of common stock at $12.50 for net proceeds totaling approximately $29 million. The second public stock offering also included the sale of an additional 500,000 shares of stock collectively owned by Robert Wood, Raymond Hixson, Wynn Johnson, Carl Peterson, John Dunlop (hereinafter sometimes collectively referred to as the "Bonneville Insiders") and Bonneville Group, Inc. In 1989, Bonneville sold to the public $63,250,000 in 7 3/4% subordinated debentures which were due in the year 2009 (the "Debentures"). The Debentures were convertible to common stock at a conversion price of approximately $11.59 per share (subject to certain adjustments).(34) - --------------- (34) At the time the Debentures were sold, Bonneville's common stock was trading at approximately $9.75 per share. The Debentures also required that the Debtor begin (in 1999) making deposits into a "sinking fund" which would be used to satisfy the Debtor's obligation evidenced by the Debentures in the event the Debentures were not converted into common stock. Page 81 C. PREPETITION OPERATIONS. Prior to the filing of Bonneville's petition in bankruptcy, the primary purported business of Bonneville was to develop, operate and sell energy projects. Those projects included "alternative" power projects such as wind, biomass and hydroelectric facilities, which generate power from wind, water or non-fossil fuel sources, and "cogeneration" facilities, which generate two types of energy, such as electricity and steam or hot water, from a single fuel. The business was organized and conducted largely through subsidiaries and partnerships owned in whole or part by Bonneville. Attached hereto as Exhibit "5" is a list from the Statement of Affairs filed by the Debtor-in- possession of the prepetition businesses in which the Debtor was a partner or owed five percent (5%) or more of the voting securities. The majority of the subsidiaries and partnerships were purportedly created for or associated with a specific power project or planned power project. There were four notable exceptions to that rule: (1) Bonneville Foods Corporation (a wholly owned subsidiary of Bonneville), which grew and marketed produce and flowers using, inter alia, the heat generated by cogeneration facilities; (2) Recomp, Inc., (a corporation owned at various times in part by Bonneville), which owned and operated waste processing, recycling and composting facilities; (3) Bonneville Fuels Corp. (a corporation owned at various times in whole or in part by Bonneville), which developed and marketed oil and natural gas resources - selling fuel to other Bonneville subsidiaries and partnerships, as well as to other independent parties; and (4) Bonneville Pacific Services Company, Inc, (a wholly owned subsidiary of Bonneville), which provided management and operations services for power projects owned by Bonneville or its Affiliates. Page 82 From 1986 to 1991 by most outward appearances Bonneville seemed to be a successful, growing and profitable business enterprise. However, these appearances were deceiving. The Trustee has now concluded that much of Bonneville's prepetition business was permeated with transactions constructed by Bonneville Insiders with the assistance of others, which created the illusion that Bonneville was profitable by showing "earnings" - that is, profits or income - on financial reports when in fact such "earnings" were fictitious. The transactions were structured using, among other things, "straw" or "front" companies - companies that were represented as "independent" but were, in fact, controlled, directly or indirectly, by Bonneville Insiders - to purchase and sell assets at inflated prices. The fictitious "earnings" transactions inflated the value of assets reflected on Bonneville's books and records and generated receivables that were reflected as assets of Bonneville although such receivables were, in fact, uncollectible. All of the net income reported on Bonneville's financial statements from 1985 through 1990, can be attributed to eleven such fictitious "earnings" transactions known as "Magic Valley", "Steamboat", "American Atlas", "Dinuba", "American Atlas Financing", "Alpac/Ecocure", "Hawaii", "Tet/Recomp", "BWETA", "BWETA Financing", and "Pacific Hydro".(35) - --------------- (35) Detailing the structure of each of these transactions is beyond the scope of this Disclosure Statement. However, the structure of the transactions and other transactions that the Trustee alleged were used by Bonneville Insiders to misrepresent and conceal Bonneville's financial condition are detailed at pp. 15 - 129 of the Fifth Amended Complaint filed by the Trustee in SEGAL (TRUSTEE) V. PORTLAND GENERAL CORP. ET AL, Civil No. 92-C-364 J. This litigation is discussed in greater detail elsewhere in this Disclosure Statement. The Fifth Amended Complaint is approximately six hundred (600) pages in length; parties-in-interest may read the Trustee's allegations contained in the Fifth Amended Complaint (WHICH ALLEGATIONS WERE AND ARE DENIED BY THE NAMED DEFENDANTS INCLUDING THE BONNEVILLE INSIDERS AND THE GROUP PRINCIPALS). Page 83 As part and parcel of some of the fictitious "earnings" transactions, millions of dollars were directly or indirectly funneled from Bonneville to the Insiders or their affiliated entities. In addition, when the businesses operated by Bonneville's subsidiaries and partnerships were unprofitable (as most were), Bonneville was forced to subsidize the continued operations of the businesses in order to maintain the facade of profitability and to conceal the wrongdoing associated with the fictitious "earnings" transactions. As a result, Bonneville lost millions of dollars every year in sustaining operations of subsidiaries and partnerships that were incapable of repaying, or generating any return for Bonneville. D. PORTLAND GENERAL'S ENTRANCE, EXIT AND THE FILING OF BONNEVILLE'S BANKRUPTCY PETITION. The funds generated from Bonneville's public sales of stock and Debentures were quickly dissipated and Bonneville required additional cash to sustain operations and pay debts. Bonneville sought a strategic partner to supply that cash. As early as 1989, Portland General Corporation, an Oregon-based public utility, and/or its affiliates or subsidiaries (hereinafter collectively referred to as "Portland General") considered becoming such a strategic partner and began an investigation of Bonneville for that purpose. In 1990, Portland General, and professionals hired by Portland General, conducted a formal "due diligence" investigation. In late 1990, Portland General and Bonneville entered into an agreement pursuant to which, INTER ALIA, Portland General: 1) agreed to transfer $10 million to Bonneville in return for a $10 million note convertible to 1,333,333 shares of Bonneville stock at $7.50 per share; 2) agreed that, following completion of due diligence, Portland General would pay Bonneville $20 million for 3,333,333 newly issued shares of Bonneville stock (then about 20% of Bonneville's issued stock at $6 per share); 3) agreed to pay $4 million for warrants to purchase an additional 4 million Page 84 shares of Bonneville stock at $6 per share; 4) received an option to purchase additional Bonneville stock sufficient in amount to enable Portland General to own approximately 49% of Bonneville's issued common stock; and 5) was granted the right to designate three persons for election to Bonneville's Board of Directors. On September 21, 1990, in furtherance of that agreement, Portland General paid $10 million dollars in exchange for a promissory note that was convertible to Bonneville stock. On October 23, 1990, Portland General paid $20 million for 3,333,333 shares of Bonneville stock and paid $4 million to purchase stock warrants. Also on October 23, 1990, four members of Bonneville's board of directors resigned and Portland General designated three persons to serve as directors. After that time Portland General's officers and other personnel became involved in the operation and management of Bonneville. After Portland General's entrance, Bonneville's businesses continued to sustain multi-million dollar losses from operations and Bonneville required infusions of cash from Portland General to sustain those businesses and to pay Bonneville's debts. Portland General asserts that it ultimately paid a total of $49,603,300.00 for Bonneville stock and "loaned" Bonneville $27,186.458.96. On or about November 11, 1991, Portland General announced that it was withdrawing all financial support from Bonneville and the members of Bonneville's board of directors who were designated by Portland General resigned. Bonneville was left without sufficient funds to sustain operations and pay debts. Page 85 Bonneville, after raising cash by selling its one-half interest in the NCA # 2 Power Project to a subsidiary of Texaco,(36) filed its voluntary petition under Chapter 11 of the Bankruptcy Code on December 5, 1991. E. PREPETITION MANAGEMENT, COMPENSATION AND OTHER TRANSFERS. The following individuals were material to Bonneville's prepetition operations, or in understanding prepetition events:(37) 1. THE BONNEVILLE INSIDERS. a. Robert Wood ("Wood"): At various times from and after 1980 Wood served as Managing Director, CFO, President, CEO, and Chairman of the Board of Directors. Wood was Chairman of Bonneville's Board of Directors, CEO and President of Bonneville at the time of the filing of Bonneville's petition in bankruptcy. - --------------- (36) The NCA # 2 Power Project is an 85 megawatt "sister" project with NCA # 1. Until shortly before Bonneville's Chapter 11 filing, subsidiaries of both Bonneville (Bonneville Nevada Corp. "BNC") and Texaco (Texaco Black Mountain Inc. "TBMI") were developing both of the projects. However, after Portland General withdrew from Bonneville, Bonneville was faced with both a lack of cash and the need to continue to expend funds and resources to complete the development of NCA # 2. Since Bonneville needed cash and did not have sufficient resources to continue the funding of the NCA # 2 Project, on or about November 27, 1991 Bonneville and BNC sold BNC's fifty percent (50%) interest in NCA # 2 to TBMI for $4,000,000.00 in cash plus additional "contingent payments". In satisfaction of the aforesaid contingent payments, TBMI, with Bankruptcy Court approval, paid BNC an additional $1,000,000.00 on or about October 30, 1992. (37) Typically, officers and directors of Bonneville were also officers and directors of one or more Bonneville subsidiaries and affiliates. Only a few of the offices held by key officers and directors are identified in this part of this Disclosure Statement. Page 86 b. L. Wynn Johnson ("Johnson"): At various times from and after 1980, Johnson served as President or as "Managing Director of Planning" of Bonneville. Johnson was a Director of Bonneville at the time of the filing of Bonneville's petition in bankruptcy. c. John T. Dunlop ("Dunlop"): At various times after 1987, Dunlop acted as "Managing Director of Special Projects" and was President and CEO of Recomp. Dunlop was President and CEO of Recomp at the time of the filing of Bonneville's petition in bankruptcy.(38) d. Raymond L. Hixson ("Hixson"): At various times Hixson acted as Chairman of Bonneville's Board of Directors and Bonneville's CEO. Hixson resigned his position as officer of Bonneville in January, 1990 and resigned from Bonneville's Board of Directors in October, 1990. e. Carl T. Peterson ("Peterson"): Carl Peterson acted as an officer and/or Director of Bonneville from 1985 until August, 1989. 2. OTHER OFFICERS. a. Robert N. Pratt ("Pratt"): Director and/or President and COO of Bonneville from June 1986 to November 2, 1990. b. Stephen A. Nadauld ("Nadauld"): Director of Bonneville from June 1986 to October 23, 1990 and Vice Chairman and CFO from March 1990 to May 15, 1991. c. Clark M. Mower ("Mower"): Vice President of Development from November 2, 1990 through the filing of - --------------- (38) Dunlop was dismissed from Recomp in March of 1992 when it was discovered that he had removed large sums of money from Recomp for his own benefit. Page 87 Bonneville's bankruptcy; President and a Director of Bonneville since early 1992. d. Robert A. Keegan ("Keegan"): Vice President of Development from March 1988 to November 2, 1990 and Executive Vice President from November 2, 1990 through the filing of Bonneville's petition in bankruptcy (Keegan's employment ended the day after the filing of Bonneville's bankruptcy petition.). e. Jerry L. Hansen ("Hansen"): Vice President of Solid Waste from September 1989 through November 2, 1990 and Executive Vice President from November 2, 1990 through the filing of Bonneville's petition in bankruptcy; terminated by the Trustee in 1992. Mr. Hansen was also an officer of and employed by Recomp. f. James S. Goff ("Goff"): Vice President of Engineering and Construction from 1987 to April 1990 and Vice President of Construction from April 1990 to November 1990. g. Robert A. Malone ("Malone"): Vice President of Engineering from April 1990 through the filing of Bonneville's bankruptcy petition; resigned November 30, 1992. h. Gerald C. Monson ("Monson"): Vice President of Accounting from April 1989, through the filing of Bonneville's petition in bankruptcy; terminated by the Trustee in the summer of 1993. i. Kenneth Bell ("Bell"): Vice President and Treasurer from April 1987 to February 1990. Page 88 j. John A. McTear ("McTear"): Vice President of Operations from July 1988 to December 13, 1991. k. Greg Twombly ("Twombly"): Vice President of Bonneville in charge of Bonneville Fuels Corp. from September 1989 until December 1991. l. David P. Hirschi ("Hirschi"): Vice President, Secretary and General Counsel of Bonneville from October 1986 until February 1990. m. Mark E. Rinehart ("Rinehart"): Vice President, Secretary and General Counsel of Bonneville from March 1990 through the filing of Bonneville's petition in bankruptcy; resigned on September 17, 1993 at the suggestion of the Trustee. 3. EXECUTIVE COMPENSATION. From 1989 to 1991, Bonneville's payroll included $9,792,358.13 paid to officers and directors. Approximately one-third of that amount was paid to Bonneville Insiders. 4. SEVERANCE PAYMENTS. In 1989 and 1990, when Bonneville was seeking a strategic partner to supply cash to Bonneville, Bonneville and several officers of Bonneville entered into "Employment Agreements" which provided, INTER ALIA, that Bonneville would pay the officer 2.9 times the officer's annual salary as severance pay if the officer's employment was terminated as a result of a "change in control" of Bonneville. Officers with such Employment Agreements included Wood, Johnson, Dunlop, Rinehart, Monson, Hirschi, Hansen, Malone, McTear, Keegan, Twombly, Mower, Pratt, Nadauld, Goff, Bell, Todd Stevens ("Stevens"), and Lynn E. Anderson ("Anderson"). Each of the above-referenced officers, with the exception of Mower who completed his contract and Malone who voluntarily terminated his employment, possessed potential claims pursuant to Page 89 such Employment Agreements. In February of 1990, Hirschi was paid $245,000.00; Stevens was paid $92,500.00; Bell was paid $285,000.00; between May and September, 1991, Johnson was paid $246,828.00; between December, 1990 and November 1991, Pratt, and/or his wholly owned corporation, Moriah Enterprises, were paid more than $1 million; between May and July, 1991, Nadauld was paid $496,824.00; in September, 1991 Goff was paid $158,317.00 and Bonneville purchased an annuity for the benefit of Goff valued at $250,000.00. Pratt, Nadauld and Goff all settled with the Trustee and returned part of the severance pay. Wood, Johnson, Dunlop, Rinehart, Monson and Hirschi all settled with the Trustee and paid money to the Estate as set forth in Section X, I. of this Disclosure Statement. Anderson, McTear, Hansen, Keegan and Twombly each filed Proofs of Claim in Bonneville's bankruptcy case asserting rights to payment for amounts due under their Employment Agreements; Anderson, McTear, Keegan and Twombly all voluntarily reduced their claims down to one year salary for severance pay, as required by 11 U.S.C. Section 502(b)(7), and, in the opinion of the Trustee, such reduced Class 3 claims should be Allowed. The Hansen Claim (which Claim was in the amount of $182,347.00) was settled in December of 1997, with Bankruptcy Court approval, by the Estate paying Hansen $55,000.00. 5. THE ESOP. On or about April 28, 1989 (effective May 1, 1988), Bonneville established an Employee Stock Ownership Plan (the "ESOP") to acquire 383,144 shares of Bonneville stock purportedly for the benefit of qualified employees of Bonneville. Those shares were purchased by the ESOP from Hixson, Johnson, Wood and Dunlop for a total purchase price of $3 million. The ESOP borrowed the $3 million (the "ESOP Loan") from Security Pacific Bank of Washington, N.A. ("Security Pacific"), to fund the purchase. The ESOP Loan was guaranteed by Bonneville and secured by, among other Page 90 things, the stock purchased by the ESOP. By 1991, the value of Bonneville stock had decreased substantially such that the ESOP was in default on the ESOP Loan. To collateralize Bonneville's guarantee of the ESOP Loan, from and after January 1991 Bonneville deposited a total of $1,318,657.45 into a certificate of deposit held by Security Pacific, which then served as additional collateral for the ESOP Loan. Before Bonneville filed its bankruptcy petition, both Bonneville and the ESOP defaulted on the loan and Security Pacific foreclosed upon the certificate of deposit and its other collateral. Subsequently, the Trustee initiated litigation against Security Pacific, et al. (Adversary Proceeding No. 92PA-2345) which was settled, with Bankruptcy Court approval, by Security Pacific (or its successor-in- interest) a) paying the Estate $190,000.00 and b) waiving all remaining claims against Bonneville and the ESOP. Sea First, as successor-in-interest to Security Pacific, received, as part of the settlement, a $1,000,000.00 deeply subordinated (Class 8) Claim against the Estate. In 1998 the beneficiaries/employees (approximately 199 individuals) of the ESOP collectively received, or will receive, with Bankruptcy Court authorization, approximately $18,000.00 in Cash from the ESOP, approximately 155,489 shares of the Existing Common Stock from the ESOP, and an Allowed Class 9 Section 510(b) Equity Claims totaling $984,245.37. 6. OTHER TRANSFERS TO BONNEVILLE INSIDERS. In addition to the Bonneville Insiders receiving money as indicated above (including proceeds from the sale of stock in the IPO and second public offering), the Bonneville Insiders also utilized offshore corporations to either siphon money away from Bonneville (for the ultimate benefit of the Bonneville Insiders) and/or to facilitate the fictitious earning transactions. For example, using Sallah International, a Panamanian corporation formed by the Bonneville Page 91 Insiders, the Bonneville Insiders were able to divert approximately $4.5 million from Bonneville and its American Atlas project; most, if not all, of that money eventually found its way into the pockets of the Bonneville Insiders and others.(39) 7. TRANSFERS TO PROFESSIONALS. On or about December 4, 1991, the day before the filing of Bonneville's petition in bankruptcy, Bonneville issued cashiers checks to a number of law firms that had provided prepetition services to Bonneville, or to Bonneville's Affiliates, including(40):
TRANSFEREE AMOUNT OWED AMOUNT PAID Brobeck, Phleger & Harrison $55,533.00 $ 27,717.00 Hansen, Jones & Leta -0- 20,000.00 Holme, Roberts & Owen 71,000.00 35,000.00 Mayer, Brown & Platt 22,158.00 102,158.00 Parsons, Behle & Latimer 47,000.00 23,500.00 Streich, Lang, Weeks & Cardon 15,153.00 15,153.00 Watkiss & Saperstein 3,848.00 3,848.00
The payment to Hansen, Jones & Leta was a retainer paid for services anticipated to be rendered by that firm as bankruptcy counsel for Bonneville. The payment to Mayer, Brown & Platt was - --------------- (39) The details of this transaction and other transactions wherein the Bonneville Insiders utilized offshore corporations for personal profit and/or to facilitate sham earnings is set forth in detail in the Fifth Amended Complaint in THE SEGAL (TRUSTEE) V. PORTLAND GENERAL, ET AL. litigation. As previously stated, the Bonneville Insiders deny all allegations made against them by the Trustee or others in connection with the above-referenced litigation or otherwise. (40) The payments listed are only those made on or about December 4, 1991. According to the Examiner's Report, in the three years preceding the filing of its bankruptcy petition, Bonneville paid approximately $9 million to various law firms. Page 92 intended to include a $75,000 retainer for post-petition services anticipated to be rendered for Bonneville and/or its subsidiaries and for payment of outstanding prepetition fees. Mayer, Brown & Platt had also received $75,000 from Bonneville in late November, 1991, which was also intended to serve as the retainer for post- petition services. Ultimately the November, 1991 $75,000.00 payment was treated by Mayer, Brown & Platt as a retainer for services anticipated to be rendered for select Bonneville subsidiaries and the entire $102,158.00 payment made on December 4, 1991 was treated as if it were a retainer for services to be rendered for Bonneville. VIII. BONNEVILLE PACIFIC CORPORATION: THE DEBTOR-IN-POSSESSION (DECEMBER 5, 1991 TO JUNE 12, 1992) A. OVERVIEW. Upon the filing of its petition in bankruptcy Bonneville became a "Debtor-in-possession" under Chapter 11 of the Bankruptcy Code. Bonneville was a Debtor-in-possession from December 5, 1991 to June 12, 1992. In the Trustee's opinion, little progress was made in Bonneville's bankruptcy proceeding during this six (6) month period of time. Initially, Bonneville was significantly influenced by insiders such as Wood, Johnson and Dunlop. Thereafter, in the opinion of the Trustee, the Debtor-in-possession was involved with certain professionals and others who either had their own interests in mind or who failed to adequately perform their responsibilities. As a result of these problems and others, the Bankruptcy Court, SUA SPONTE, first ordered the appointment of an examiner in April of 1992 and then ordered the appointment of a trustee on June 11, 1992. Page 93 B. EMPLOYMENT OF PROFESSIONALS. Simultaneously with the filing of the bankruptcy petition, Bonneville filed an application seeking authority to employ Mayer, Brown & Platt ("MB&P"), a law firm based in Chicago, Illinois, to act as general counsel for Bonneville and Bonneville's subsidiaries. Bonneville also filed an application seeking authority for the law firm of Hansen, Jones & Leta ("HJ&L") to act as local counsel for Bonneville and Bonneville's subsidiaries. The Bankruptcy Court denied those applications on the grounds that counsel could not simultaneously represent both Bonneville and its subsidiaries. That decision was subsequently affirmed on appeal by the District Court. The Bankruptcy Court subsequently approved Bonneville's application for authority to employ HJ&L as general counsel for Bonneville and the Bankruptcy Court authorized MB&P to act as special counsel for Bonneville, in limited capacities, while also representing certain Bonneville subsidiaries. In addition, during its term as Debtor-in-possession, Bonneville obtained authority to employ a number of other professionals including but not limited to: Buccino & Associates ("Buccino"), as financial advisors; Deloitte & Touche ("Deloitte"), as auditors and accountants; and Parsons, Behle & Latimer ("PB&L"), as special counsel. An Official Creditors Committee (the "Committee") was appointed in Bonneville's bankruptcy case on December 17, 1991. The Committee members included three individuals that owned Bonneville bonds, three banks that held senior unsecured claims and one entity that held a claim for unsecured trade debt. The Committee obtained authority to employ LeBoeuf, Lamb, Leiby & MacRae ("LLL&M") as the Committee's counsel and Ernst & Young as the Committee's accountants. Page 94 C. MAJOR EVENTS DURING THE DEBTOR-IN-POSSESSION'S TERM. On January 22, 1992, Portland General filed suit against Wood, Johnson, Dunlop, Monson & Deloitte ENTITLED PORTLAND GENERAL V. WOOD ET. AL., Third District Court for the State of Utah, Case No. 920900386 CV, alleging, essentially, that the defendants had perpetrated a fraud by structuring Bonneville transactions in a manner that created an illusion of income, and exaggerated the value of assets on Bonneville's books, which made Bonneville appear prosperous - when it was not - and allowed the individual defendants to receive personal gain at the expense of Bonneville, Bonneville's creditors and Bonneville's stockholders. Although those allegations were, in the hindsight opinion of the Trustee, substantially accurate, Wood, Johnson and Dunlop remained on the Debtor-in-possession's board of directors(41) and Bonneville, as Debtor-in-possession, filed a Motion in Bankruptcy Court seeking to enjoin Portland General from pursuing its action against Wood, Johnson, Dunlop and Monson until after a Plan of Reorganization was filed in Bonneville's bankruptcy case. That Motion was denied by the Bankruptcy Court. By Order entered January 29, 1992 the Bankruptcy Court approved the Debtor-in-possession's motion to permit Bonneville Vermont (a wholly owned subsidiary of Bonneville) to sell its 24.5% general partnership interest in Ryegate Associates for $1.75 million. Ryegate Associates was the developer of an approximately 19 megawatt wood-fired power project located near Ryegate, Vermont - --------------- (41) When Mower became the President of Bonneville in early 1992 he requested that both Dunlop and Johnson resign from Bonneville's board of directors. Page 95 which was under construction at the time of the sale. That sale was consummated by the Debtor-in-possession.(42) In March of 1992, the Debtor received tax refunds from the United States Internal Revenue Service in the total amount of $3,236,740.43 On January 14, 1992 American Atlas # 1 Ltd. filed a motion for relief from the automatic stay seeking to foreclose on its security interest in Bonneville's stock in Cogeneration Technology and Development Co. ("CTDC"), a wholly owned subsidiary of Bonneville that operated a large power project in Rifle, Colorado. The "cause" cited for relief from the automatic stay included allegations that Bonneville had improperly taken millions of dollars in royalties and falsely reported the transactions in Bonneville's financial statements. After an evidentiary hearing, the Bankruptcy Court granted relief from the automatic stay. The Trustee subsequently resolved Bonneville's dispute with American Atlas # 1 Ltd. in a Bankruptcy Court approved settlement by acquiescing in the transfer of the interest in CTDC in return for a beneficial natural gas sale contract for Bonneville Fuels and a release of approximately $50 million in claims asserted by Westinghouse Electric Corp. and American Atlas # 1 against Bonneville. On February 11, 1992 the Debtor-in-possession filed a motion seeking authority to loan $500,000.00 to Recomp Inc. Bonneville, at that time, owned 62% of the outstanding stock of Recomp, and - --------------- (42) During the Debtor-in-possession's term, the Debtor also actively attempted to market or sell its interest in Recomp, the Anamax engines, and the SMUD and Yuma projects. While the Debtor-in-possession was not successful in consummating any sales of such assets, after the Trustee was appointed, the Trustee, along with current management, continued such sale efforts. As discussed in Section X, E. of this Disclosure Statement, the Debtor's interest in Recomp, the Anamax engines, the Yuma project and the SMUD project were sold by the Estate. Page 96 such stock had a stated "book" value on Bonneville's financial statements in excess of $22 million. The Debtor-in-possession represented to the Bankruptcy Court that the loan was prudent because the loan was needed to preserve the operation of Recomp, a valuable asset of the estate. The motion was granted and the loan was made. The Trustee subsequently determined that Recomp (unbeknownst to the Bankruptcy Court) had been directly and indirectly subsidized by the Debtor-in-possession. The Trustee also determined that Recomp had been at the center of an "earnings" transaction, and was grossly overvalued on Bonneville's books. After a marketing effort, first by the Debtor-in-possession and then by the Trustee, the Estate received approximately $689,000.00 (which amount includes repayment of the $500,000.00 post-petition loan) from the sale of Bonneville's interest in Recomp and its subsidiaries. On February 18, 1992 the Debtor-in-possession filed a motion for authority to compromise a dispute between, INTER ALIA, Bonneville and Prudential Interfunding Inc. with regard to a hydroelectric project in Idaho owned by Magic Valley Hydroelectric Partners, Ltd., 1984, a limited partnership in which Bonneville was the general partner. The settlement, as initially proposed, contemplated that: a) Bonneville would be paid $270,000.00, which was a fraction of the amount owed to Bonneville; b) the Magic Valley partnership would be dissolved; c) and the hydroelectric project would be transferred to an entity not affiliated with Bonneville that would assume liability for the obligations secured by the project. The settlement required the approval of a majority of the limited partners in the Magic Valley partnership and, in endeavoring to obtain that approval, the Debtor-in-possession and others concluded that some payment would be made to limited partners of Magic Valley to obtain approval of the settlement. Bonneville's bankruptcy counsel also learned that partners and Page 97 clients of Mayer, Brown & Platt ("MB&P"), then special counsel for Bonneville as Debtor-in-possession, were limited partners in Magic Valley. Without disclosing the involvement of MB&P's partners or clients, the Debtor-in-possession requested authority to use $70,000.00 from the settlement as payment to limited partners of Magic Valley. The Court authorized the settlement, as revised, and limited partners of Magic Valley, including partners and clients of MB&P, received a pro rata distribution of $70,000.00. The Debtor-in-possession retained $200,000.00 from the settlement and wrote-off the remaining accounts receivable from Magic Valley. Many of the limited partners in this partnership (some of which are now Claimants in Class 7) executed releases waiving claims against Bonneville. In March, 1992, the Debtor-in-possession discovered that Dunlop had committed a million dollar defalcation with funds of Recomp (specifically, Dunlop allegedly took more than a million dollars from Recomp). Dunlop was immediately removed from Bonneville's and Recomp's business premises, the FBI was notified, and Bonneville, as directed by Mower, initiated an internal investigation of Bonneville's financial affairs. The Debtor's internal investigation, which was preliminarily completed in early April, 1992, was known as the "Harris- Houghton Report"; such report provided certain details about the Insiders' fictitious earning transactions. Bonneville also employed, with Bankruptcy Court approval, Warren Christiansen, an independent accountant, to investigate the financial affairs of Recomp. During its term as Debtor-in-possession, Bonneville commenced three (3) adversary proceedings: Page 98 1. BONNEVILLE V. PORTLAND GENERAL, ET. AL, A.P. No. 92PA- 2057 commenced in Bankruptcy Court and was withdrawn to the United States District Court for the District of Utah, 92-C-364J. In that proceeding, Bonneville sought damages from Portland General and individuals affiliated with Portland General. The basis of the relief sought in the Debtor-in-possession's complaint was the alleged defalcation and misconduct of Portland General arising from Portland General's withdrawal of support from Bonneville. However, the Debtor-in-possession's complaint ignored the wrongdoing perpetrated by the Bonneville Insiders and others; accordingly, the complaint was incomplete. After a thorough investigation (including the taking of scores of Rule 2004 exams), in August of 1993 the Trustee filed an amended complaint which was markedly different from the complaint filed by the Debtor-in-possession. The Trustee's approximately 600 page amended complaint focused not only on the alleged misconduct of Portland General, but also the alleged misconduct of the Bonneville Insiders and the professionals who assisted them. The result of this litigation initiated by the Trustee (SEGAL (TRUSTEE) V. PORTLAND GENERAL, ET AL.) is discussed in Section X, I. of this Disclosure Statement. 2. BONNEVILLE V. EURO KAPITAL AG, ET AL. was filed in the Bankruptcy Court (A. P. No. 91PA-2465) and sought the release of approximately $2.1 million in U.S. Treasury strips that secured a letter of credit purchased by Bonneville purportedly in favor of Euro Kapital (a German entity). The letter of credit was related to a complex financial transaction created by some of the Bonneville Insiders and others which transaction included a project known as BWETA (Bonneville Wind Energy Technology Associates). In the Trustee's opinion, this transaction was among the fictitious "earnings" transactions structured by Bonneville Insiders, allegedly with assistance, INTER ALIA, from Euro Kapital and those Page 99 affiliated with Euro Kapital. The Debtor-in-possession made no progress in the litigation as the Debtor-in-possession had not focused on the true nature of the financial dealings between Bonneville and Euro Kapital. After his appointment, the Trustee radically changed the nature of the claim against Euro Kapital (including naming Euro Kapital and its affiliates in THE SEGAL V. PORTLAND GENERAL, ET AL. litigation). Thereafter, the Trustee was able to settle and resolve the suit entirely in the Estate's favor; such settlement resulted in the release of all of the remaining Treasury strips to the Estate, release of an approximately $5 million proof of claim filed by Euro Kapital against the Estate and release of an approximately $42 million proof of claim filed by Elektrizitaets-Werk Pool and MA Technologie Treuhand GmBH (German entities affiliated with Euro Kapital) against the Estate.(43) 3. BONNEVILLE V. ARTHUR JAMES, filed in the Bankruptcy Court, was an adversary proceeding to resolve the defendant Art James' asserted interest in certain freezing equipment located in Bonneville's Santa Maria, California food processing plant. No progress in this litigation was made by the Debtor-in-possession. The Trustee subsequently settled the litigation with Bankruptcy Court approval; specifically, the equipment was returned to the defendant and the defendant waived all claims against Bonneville (including his $813,000.00 filed proof of claim) and its subsidiaries. - --------------- (43) Euro Kapital AG, Euro Kapital AG & Co., Elektrizitaets-Werk Pool and MA Technologie Treuhand GmBH, along with other German entities or individuals affiliated with the above-named entities, were all named as defendants in THE SEGAL (TRUSTEE) V. PORTLAND GENERAL, ET AL. litigation; however, none of these defendants were served. In the Trustee's 1994 Bankruptcy Court approved settlement with all these "German Entities", the Estate released all claims against the German Entities in exchange for the consideration recited above. All of these German Entities deny all allegations of fault or wrongdoing. Page 100 Except for the three (3) lawsuits discussed above, no other suits were commenced by the Debtor-in-possession against any person or entity. Specifically, the Debtor-in-possession filed no actions for preferential or fraudulent transfers and no actions were brought against the Bonneville Insiders and those who assisted them in their actions with respect to Bonneville. During much of the Debtor-in-possession period, Dunlop, Johnson and/or Wood remained on Bonneville's board of directors. Mower replaced Wood as the President of Bonneville by February, 1992 and Mower became a member of Bonneville's Board. Dunlop was removed from the Board in March of 1992. Johnson's resignation from the Board was accepted on April 24, 1992 and Wood resigned from the Board on May 8, 1992. Directors Ralph Cox, Clark Mower and Calvin Rampton still remain on the Debtor's Board. Since the appointment of the Trustee, the Debtor's Board has been inactive. D. THE DEBTOR-IN-POSSESSION'S ASSET VALUATION AND CHAPTER 11 PLAN The Statements and Schedules filed by Bonneville, as Debtor- in-possession, reflected Bonneville's assets at their "book" value - that is, the value that was reflected in Bonneville's financial statements - which was $252,554,163. The Statements and Schedules initially filed by Bonneville estimated Bonneville's debts at $197,035,331.36. Thus, the Statements and Schedules indicated that the value of Bonneville's assets was approximately $50 million more than was necessary to pay all creditors in full. In truth, however, the "book value" of Bonneville's assets reflected in the Statements and Schedules included the inflated values of accounts receivable and other assets created by the Page 101 fictitious "earnings" transactions. Those values did not bear any resemblance to the actual value that could be generated from operation or sale of Bonneville's assets.(44) On March 23, 1992, Bonneville, as Debtor-in-possession, filed a Motion seeking to extend the 120 day period during which only Bonneville could propose a Chapter 11 plan under Section1121(b) of the Bankruptcy Code. That Motion was granted by order of the Bankruptcy Court and Bonneville was permitted through May 18, 1992 to file a plan without the threat of competing plans being filed by other parties-in-interest. On May 11, 1992, Bonneville and the Creditors' Committee filed a Joint Motion seeking another extension of the period in which only Bonneville could file a plan. The Bankruptcy Court found that there was no cause to further extend the period of exclusivity. The Bankruptcy Court cautioned that a plan filed only to preserve the exclusivity period, without meeting the requirements of the Code, would be considered to be filed in bad faith. Nonetheless, the Debtor-in-possession filed a plan and a disclosure statement on May 17, 1992. The Debtor-in-possession's disclosure statement made no mention of any of the fictitious "earnings" transactions. The disclosure statement did not disclose any details concerning possible claims against the Bonneville Insiders or against professionals who had assisted the Bonneville Insiders in the earnings transactions.(45) The disclosure statement stated that, if Bonneville's assets were liquidated, perhaps less than $19 million - --------------- (44) Indeed, by January 30, 1992 Buccino and Associates, the Debtor-in-possession's financial advisor, had prepared a report indicating that the total net value of Bonneville's assets was only between $22 and $45 million, leaving the Debtor-in-possession with a massive negative net worth. (45) While the plan filed by Bonneville, as Debtor-in-possession, contemplated the possibility of filing claims against the Bonneville Insiders to supplement recovery to creditors, the plan allocated only $150,000.00 per year to fund that litigation - an amount that in hindsight was wholly inadequate to fund the cost of effective litigation. Specifically, the Estate under the direction of the Trustee expended millions of dollars for out-of-pocket costs and the Trustee's special litigation counsel expended more than $20 million in time over a period of five years in order to fully pursue the SEGAL (TRUSTEE) V. PORTLAND GENERAL, ET AL. investigation and litigation which resulted in the recovery of more than $187 million for the Estate. For the detailed results of the Trustee's litigation efforts, see Section X, I. of this Disclosure Statement. Page 102 would be realized for payment of unsecured creditors (including holders of Debentures, bank claims and general trade debt). The disclosure statement also stated that, if Bonneville were reorganized under the plan proposed by the Debtor-in-possession, the assets would have a going concern value of under $35 million for payment of unsecured creditors (including holders of Debentures, bank claims and general trade debt). The disclosure statement indicated that during Bonneville's term as Debtor-in- possession, Bonneville had sustained multi-million dollar operational losses. Under the plan proposed by the Debtor-in- possession, general unsecured creditors (e.g., bank, Debenture and trade Claimants) were to receive: a) a pro rata share of a $5 million note with interest at 6.5%, payable in five annual installments; plus b) a pro rata share of 90% of the stock in the Reorganized Debtor (valued at approximately $27 million); plus c) a pro rata share of proceeds from liquidation of certain assets, estimated to generate a net of under $7 million over two years. The Debtor-in-possession's plan provided for no payment to parties that held claims against Bonneville based upon loss of money from trading in Bonneville's stock or Debentures, unless all unsecured claims were first paid in full, with interest at the legal rate. The Debtor-in-possession's plan provided for cancellation of Bonneville's stock, and, therefore, Interestholders would neither retain their stock nor receive any distribution of any kind. In the Trustee's opinion, the Debtor-in-possession's proposed Chapter 11 plan was impractical as well as not feasible because it was contingent upon equitable subordination of the claims asserted Page 103 by Portland General. The plan was not to become effective until Portland General's claim was resolved and Bonneville was to remain as Debtor-in-possession until that time(46). A hearing on the adequacy of the Debtor-in-possession's disclosure statement was never held. The Trustee concluded that the disclosure statement filed by the Debtor-in-possession was wholly inadequate and the plan was not confirmable. The Trustee, therefore, did not pursue an Order approving adequacy of the Debtor-in-possession's disclosure statement or confirmation of the Debtor-in-possession's Chapter 11 plan. E. PROFESSIONAL FEES AND EXPENSES. The following chart summarizes the claimed fees and costs of professionals retained by the Debtor-in-possession or the Committee and also reflects the final amounts actually received by such professionals:
Professional Amount Sought in Fee Amount Ultimately Applications or Otherwise Paid by the Estate Buccino & Associates $825,000.00(47) $825,000.00 Ernst & Young 316,987.00 -0-
- --------------- (46) After years of litigation in which both Portland General and the Estate under the direction of the Trustee expended millions of dollars in costs and fees, in September of 1996, in a Bankruptcy Court approved settlement, Portland General waived its $76 million claim (before trebling) against the Estate. (47) Includes prepetition services and costs; Buccino was also paid an $80,000.00 retainer which is included in these figures; the $825,000.00 figure is an approximate one. Page 104
Professional Amount Sought in Fee Amount Ultimately Paid Applications or Otherwise by the Estate Mayer, Brown & Platt 300,604.00 -0- Parsons, Behle & Latimer 206,250.00 100,000.00(48) LLL&M (at least) 204,166.00 -0- Hansen, Jones & Leta 213,644.00(49) -0- Snell & Wilmer 200,000.00 not yet determined (50) (4/1/92 to 6/12/92)
- --------------- (48) While Parsons, Behle & Latimer ("PBL") did receive payment of an Allowed $100,000.00 Administrative Claim, PBL's insurance carrier paid the Estate $6.9 million to settle the SEGAL (TRUSTEE) V. PORTLAND GENERAL, ET AL. litigation. (49) Figure does not include a $20,000.00 prepetition retainer which was retained by the law firm. (50) The $200,000.00 figure is an approximate one. The amount which will ultimately be paid by the Estate, if any, is unknown; while the Bankruptcy Court has denied the requested fees in total (see 147 B.R. 803 and 196 B.R. 868), Snell & Wilmer has appealed that decision to the United States District Court for the District of Utah, Case No. 2:96-CV- 573; that appeal was decided on or about February 12, 1998 with the decision of the Bankruptcy Court denying all fees and costs to Snell & Wilmer as counsel for the Debtor-in- possession being affirmed. Snell & Wilmer was previously paid $29,650.39 by the Estate for its legal services; based upon the Bankruptcy Court's decision to deny all fees and costs to Snell & Wilmer, that firm has conditionally disgorged such fees and costs with the Trustee holding such sum in a separate, interest bearing account pending the completion of Snell & Wilmer's appeals. On March 19, 1998 the Trustee entered into a settlement agreement which, if approved by the Bankruptcy Court, would result in Snell & Wilmer waiving all claims to fees for such law firm's services to the Debtor-in-possession and would result in the Estate retaining the aforesaid $29,650.39 plus accrued interest. A hearing on the Trustee's motion for approval of such settlement agreement was scheduled for April 17, 1998 and at that time the Bankruptcy Court approved the settlement. Also see footnote 76. Page 105
Professional Amount Sought in Fee Amount Ultimately Paid Applications or Otherwise by the Estate Deloitte & Touche 105,855.00 54,934.00(51) Christiansen, Gyllenskog 34,148.00 34,148.00 Callister, Duncan & Nebeker 7,412.00 7,412.00 Houlihan Dorton 7,000.00 7,000.00(52)
IX. BANKRUPTCY COURT'S SUA SPONTE ORDERING OF THE APPOINTMENT OF AN EXAMINER AND THEN A TRUSTEE A. OVERVIEW. One of the primary reasons that Bonneville's Chapter 11 case has been successful is because the Bankruptcy Court (the Honorable John H. Allen presiding), independently reviewed the conduct of the Debtor-in-possession, its professionals and others. When the Bankruptcy Court was not satisfied with what it was seeing and hearing from the Debtor-in-possession, the Bankruptcy Court, SUA SPONTE, ordered the appointment of an examiner. When the Examiner filed a report which indicated that the Bonneville Insiders had caused Bonneville to engage in sham earnings transactions and other wrongdoing, the Bankruptcy Court, SUA SPONTE, ordered the appointment of a Chapter 11 trustee for Bonneville. Without the - --------------- (51) While Deloitte did retain $54,934.00 paid to it by the Debtor- in-possession, Deloitte paid to the Estate $65 million to settle the SEGAL (TRUSTEE) V. PORTLAND GENERAL, ET AL. litigation, plus Deloitte paid fees and costs to the Trustee's attorneys of approximately $104,000.00 due to Deloitte's failure to properly produce documents pursuant to a Rule 2004 subpoena. (52) While Houlihan, Dorton (appraisers hired by the Debtor-in- possession) did receive $7,000.00 in payment from the Debtor- in-possession, Houlihan, Dorton (or its insurance carrier) paid to the Estate $533,264.99 to settle THE SEGAL (TRUSTEE) V. PORTLAND GENERAL, ET AL. litigation. Page 106 judicial sagacity of the Bankruptcy Court, the financial web that was the prepetition Bonneville might never have been unwoven. B. APPOINTMENT OF THE EXAMINER. On April 6, 1992, the Bankruptcy Court held a hearing on several fee applications submitted by professionals employed by the Committee or the Debtor-in-possession. At that hearing, a representative for Buccino reported that Buccino had been forced to take extensive responsibility for management of the Debtor-in- possession's business and that management, aside from Buccino, was in disarray. After presentation of the fee applications, the Bankruptcy Court noted that it was "shocked" by the events in the case including: 1) Buccino's recitation of management difficulties; 2) the extensive role being played by MB&P, which exceeded the bounds of MB&P's court-authorized employment as special counsel for the Debtor-in-possession; 3) the report on the defalcation of Dunlop at Recomp - presented to the Court without the presence of the Debtor-in-possession's bankruptcy counsel; and 4) information provided at the hearing on American Atlas # 1 Ltd's. motion for relief from the automatic stay indicating that Bonneville might be misappropriating funds and that Bonneville's financial officer could not explain various questionable financial transactions. The Bankruptcy Court noted that it was unable to determine who was in control of the Debtor- in-possession and needed further information. The Court, therefore, ordered the appointment of an examiner and requested that the examiner determine, among other things: i) the identity of officers and directors of Bonneville, pre and post-petition; ii) the identity of the parties controlling and advising the Debtor-in-possession; iii) the facts regarding the Recomp improprieties; iv) all transfers made by Bonneville in the three years preceding the filing of Bonneville's bankruptcy petition that Page 107 exceeded $100,000.00; v) transfers between Bonneville and its subsidiaries; vi) the identity of Bonneville's prepetition counsel and counsel for Bonneville's subsidiaries as well as the amounts which had been paid to counsel; vii) the annual compensation for Bonneville's officers and directors; and viii) any information that was relevant to an analysis of whether Bonneville was the victim of fraud or mismanagement. C. THE EXAMINER'S REPORT. Alan Funk was appointed to serve as Examiner in Bonneville's bankruptcy case. The Examiner employed, with Bankruptcy Court approval, the law firm of McKay, Burton & Thurman and the accounting firm of Coopers & Lybrand to assist in the examination. The Examiner filed his report with the Bankruptcy Court on May 28, 1992. The Examiner's report (which in part utilized the internal investigation undertaken by the Debtor-in- possession in March and April of 1992 known as the Harris- Houghton Report) included over one hundred pages of text, plus exhibits, describing to the Bankruptcy Court, for the first time, a few of the facts related to the "earnings" transactions and other wrongdoing perpetrated by, inter alia, the Bonneville Insiders. Total fees and costs paid to the Examiner and his professionals, with approval by the Bankruptcy Court, were as follows: a) Alan Funk ($68,678.56); b) McKay, Burton & Thurman ($132,592.84); and c) Coopers & Lybrand ($158,183.80). D. APPOINTMENT OF THE TRUSTEE. On June 11, 1992, the Bankruptcy Court was, again, set to address various fee applications which, by that time, exceeded a total amount (paid or requested) of approximately $2 million. After hearing evidence on the applications, the Court noted for the record that most of the attorneys in the case, including PB&L, MB&P Page 108 and LLL&M appeared to be laboring under undisclosed conflicts of interest. The Bankruptcy Court stated that it had no confidence in Bonneville as a Debtor-in-possession and its ability to "accurately report facts to the Court". The Bankruptcy Court found that the conflicts under which counsel and management operated would prevent them from appropriately investigating insiders that took advantage of Bonneville or attorneys that received prepetition and post-petition payments. Accordingly, although the Examiner had failed to recommend that an independent trustee be appointed for Bonneville, the Bankruptcy Court exercised the power vested under the Bankruptcy Code to SUA SPONTE order the appointment of a Chapter 11 trustee to manage and preserve Bonneville's bankruptcy estate. The Debtor-in- possession initially appealed the order appointing the Trustee, but that appeal was soon voluntarily dismissed . X. THE TRUSTEE'S ADMINISTRATION OF BONNEVILLE'S BANKRUPTCY ESTATE (JUNE 12, 1992 AND THEREAFTER)(53) A. THE TRUSTEE. Roger G. Segal was appointed as the Chapter 11 trustee for Bonneville's bankruptcy estate by the Office of the United States Trustee on Friday, June 12, 1992. That appointment was approved by the Bankruptcy Court, and the Trustee began the task of taking control of the Debtor on Monday, June 15, 1992. - --------------- (53) During the Trustee's almost six year administration of the Estate, the Trustee has filed with the Bankruptcy Court (and the United States Securities and Exchange Commission) monthly financial reports and five (5) annual reports regarding the administration of the Estate. These monthly statements and annual summaries are detailed and, therefore, parties-in- interest are encouraged to read the statements and summaries for a better understanding of what transpired during the Trustee's administration of the Estate. Page 109 The Trustee is an attorney(54) licensed to practice law in Utah state and federal courts and in the United States Court of Appeals for the Tenth Circuit. The Trustee's legal practice has been primarily in the area of debtor/creditor law since approximately 1973. The Trustee has been a member of a standing panel of Chapter 7 trustees in the State of Utah since 1975 and has broad experience acquired from serving as a trustee in thousands of varied cases filed under Chapter 7 or under Chapter 11 of the Bankruptcy Code. B. SUMMARY OF BONNEVILLE'S FINANCIAL CONDITION AT THE TIME OF TRUSTEE'S APPOINTMENT. When the Trustee was appointed in Bonneville's bankruptcy case: 1) Bonneville's Estate had approximately $3.5 million dollars in unrestricted cash; 2) Professionals employed during the Debtor-in-possession period had asserted unpaid (and not allowed) fees and costs totaling approximately $1.6 million; 3) Bonneville had to immediately pay (or deposit into escrow) approximately $1,347,000.00 in sales tax related to the NCA # 1 Project;(55) 4) Bonneville's Estate had assets (including cash) that Buccino estimated had a "going concern value" of less than $35 million and, in the Trustee's opinion, probably then had a value of no more than $20 million; 5) Bonneville had 33 employees (excluding its subsidiaries) and a payroll of $148,000.00 per month, including $60,000.00 per month payable to officers of Bonneville; and 6) Bonneville had suffered, both before and after the filing of its bankruptcy, and was continuing to incur, large monthly operating - --------------- (54) The Trustee is employed by the Salt Lake law firm of Cohne, Rappaport & Segal, P.C.; such firm is also the general counsel for the Trustee in Bonneville's bankruptcy proceeding. (55) This amount was, with Bankruptcy Court approval, deposited by the Trustee in an escrow account; over a period of five (5) years, the NCA # 1 Project itself paid the sales tax and, therefore, the escrowed funds were returned to the Estate. Page 110 losses. To address this dire situation, the Trustee immediately undertook to cut costs, decrease the number of employees, and close or sell unprofitable businesses.(56) C. SUMMARY OF BONNEVILLE'S CURRENT FINANCIAL CONDITION As discussed in greater detail in Section III of this Disclosure Statement, as of December 31, 1997, some five and one- half years after the Trustee's appointment, 1) Bonneville's Estate contains more than $150 million in unrestricted cash; 2) Bonneville's Estate has non-cash assets consisting mostly of profitable power projects and operating subsidiaries with an estimated value of in excess of $60 million; 3) Bonneville (excluding subsidiaries) has five full-time and three part-time employees and a monthly payroll of approximately $29,700.00; and 4) each of Bonneville's (or its operating subsidiaries') remaining businesses have been operating profitably for several years. The Trustee estimates that the total prepetition Claims against the Estate at the time of the Trustee's appointment in 1992 were approximately six hundred million dollars ($600,000,000.00), most of which were contingent and unliquidated. Based upon various Bankruptcy Court approved settlements and other actions taken by the Trustee and current management, the Trustee currently estimates that the total amount of prepetition claims (excluding post-petition interest) against the Estate has been reduced to approximately $170 million, as discussed in detail in Section IV of this Disclosure Statement. - --------------- (56) In the first year of the Trustee's term, the Trustee cut the number of employees at Bonneville by almost half and cut Bonneville's payroll by more than half. Page 111 D. EMPLOYMENT OF PROFESSIONALS.(57) Immediately after the Trustee's appointment he employed, with authority from the Bankruptcy Court, as his general counsel, the Salt Lake law firm of Cohne, Rappaport & Segal, P.C. ("CR&S").(58) CR&S's fees were and are paid on an hourly basis, subject to Bankruptcy Court approval. Since the appointment of the Trustee, CR&S has served as the Trustee's general counsel in almost all bankruptcy related matters (e.g., providing legal services concerning the disposition of assets, resolution or objection to claims, drafting of the Plan and Disclosure Statement, etc.) and closely assisted the Trustee's special litigation counsel in all matters related to the SEGAL (TRUSTEE) V. PORTLAND GENERAL, ET AL. litigation and matters related thereto, especially all bankruptcy law aspects of the litigation. Shortly after the Trustee's appointment he employed, with authority from the Bankruptcy Court, the accounting firm of Nielson, Elggren, Durkin & Co. ("NED"). NED's fees were and are paid on an hourly basis, subject to Bankruptcy Court approval. Since the appointment of the Trustee, NED has provided general accounting services, has provided forensic accounting services in assisting the Trustee's special litigation counsel in an extensive investigation into Bonneville's financial affairs, and has prepared all tax returns filed by Bonneville. - --------------- (57) Bonneville itself is not currently represented by counsel. Bonneville's subsidiaries, particularly Bonneville Fuels and BPSC, are represented, when needed, by separate law firms which are independent of the Trustee or Cohne, Rappaport & Segal, P.C. (58) On many other occasions during the last several years, when Roger G. Segal is appointed as trustee in a Chapter 7 or a Chapter 11 proceeding, the Trustee has employed Cohne, Rappaport & Segal, P.C. as his general or special counsel. Page 112 Shortly after the Trustee's appointment, the Trustee and his General Counsel, after consultation with creditors, determined that it was in the best interest of Bonneville, its creditors and its shareholders to retain special litigation counsel for the purpose of a) conducting an extensive investigation into Bonneville's financial affairs and b) once the investigation was concluded, initiating litigation against those persons who appeared to be responsible for the wrongdoing which had resulted in Bonneville being unable to pay its legitimate obligations. Because the Estate then had few remaining liquid assets, and the Trustee believed that the litigation would cost millions of dollars in attorneys' fees, the Trustee concluded that such special litigation counsel would have to be retained on a contingent fee basis.(59) Accordingly, the Trustee commenced a nationwide search for counsel with the requisite expertise and staff to pursue the complex claims that Bonneville held against, INTER ALIA, the Bonneville Insiders and the professionals, including attorneys and accountants, who the Trustee believed had assisted the Bonneville Insiders in formulating and implementing the fictitious "earnings" transactions. Beus, Gilbert & Morrill, P.L.L.C. ("BG&M"), a law firm based in Phoenix, Arizona, appeared to be the most qualified of those considered to render those services as that firm had a significant background in pursuing accounting malpractice claims and had a sufficient number of attorneys and the staff to undertake litigation of the magnitude contemplated by the Trustee. BG&M was employed by the Trustee with Bankruptcy Court approval in September of 1992 on a contingency fee basis to investigate and pursue - --------------- (59) Other reasons for retaining special litigation counsel on a contingent fee basis rather than an hourly basis were a) to "share" the risk of the litigation between the Estate and the contingent fee law firm and b) to relieve the concerns of the "senior" bank creditors that their money was to be used in order to pursue litigation which might ultimately benefit only "junior" classes of creditors. Page 113 certain claims possessed by the Estate. Pursuant to the 1992 "Legal Representation Agreement" between BG&M and the Trustee, BG&M was entitled, subject to Bankruptcy Court approval, to 20% of any recovery generated by pursuit of those claims before the filing of a lawsuit, 33% of any recovery generated after filing of a lawsuit and 40% of any recovery generated after the commencement of trial. Bonneville's Estate was to pay, subject to Bankruptcy Court approval, the costs associated with pursuit of claims; those costs (which included NED's fees related to the investigation or litigation) were to be deducted from any recovery generated by BG&M BEFORE calculation of the contingency fee. BG&M was also authorized to utilize the services of CR&S provided that CR&S's fees for the legal services related to the litigation were to be deducted from any contingent fee allowed to BG&M. Over the years the Trustee, with approval of the Bankruptcy Court, has also employed several other professionals as special counsel to perform limited tasks including: 1) the Vermont law firm of Cheney, Brock & Saudek, employed pursuant to an Order of the Bankruptcy Court entered December 7, 1992 on a contingency fee basis, to pursue Bonneville's claims against the Central Vermont Public Services Corporation arising from an unbuilt power project located in Vermont; 2) the law firm of Weil, Gotshal & Manges, LLP, a New York based law firm, employed pursuant to an Order of the Bankruptcy Court entered June 25, 1996 on an hourly fee basis to assist the Trustee with issues related to a plan, tax and securities law issues; 3) the law firm of McEwen, Gisvold, Rankin Carter & Streinz, an Oregon law firm employed pursuant to an Order of the Bankruptcy Court entered October 9, 1996 on an hourly fee basis to assist the Trustee to resolve a dispute arising with Vulcan Power Company, which had purchased Bonneville's interest in, INTER ALIA, certain geothermal wells located in California; 4) the law firm of Murphy, Weir & Butler, a California based law firm, Page 114 employed pursuant to an Order of the Bankruptcy Court entered November 12, 1993 on an hourly fee basis to assist the Trustee in connection with the Estate's sale of the Anamax engines; and (5) the Salt Lake office of the law firm of Snell & Wilmer, employed pursuant to an Order of the Bankruptcy Court entered on or about August 4, 1992 on an hourly fee basis for the limited purpose to assist the Trustee in the transition of the Estate from the Debtor-in-possession to the Trustee. The Trustee on behalf of the Debtor has also employed, with Bankruptcy Court approval, 1) the Colorado based accounting firm of Hein + Associates LLP employed pursuant to an Order of the Bankruptcy Court entered December 23, 1996 on an hourly basis to prepare audited financial statements and other accounting services for Bonneville and its affiliates; and 2) the New York based investment banking firm of Bear Stearns & Co. Inc. employed pursuant to an Order of the Bankruptcy Court entered on March 21, 1997 for investment banking services and other financial advice, including valuing the Debtor's (or its Subsidiaries') businesses and advising the Trustee concerning plan and business alternatives. LeBoeuf, Lamb, Leiby & MacRae withdrew as the Committee's counsel in June of 1992. In July of 1992, the Committee applied to the Court for authority to employ Stutman, Treister & Glatt, a California law firm, to act as general counsel for the Committee, on an hourly fee basis. The Trustee objected to the employment of Committee counsel on the basis that the employment was unduly expensive and was not necessary to the administration of the estate. The Bankruptcy Court sustained that objection and the Page 115 Bankruptcy Court's ruling was affirmed on appeal by the United States District Court for the District of Utah. Thereafter the Committee disbanded.(60) The Official Committee of Bondholders (i.e., Debenture Claimants) chaired by C. Derek Anderson, which was appointed by the United States Trustee in September, 1992, obtained Bankruptcy Court authority to employ the Utah law firm of Nielson & Senior as local counsel and the California law firm of Steefel, Levitt & Weiss, as general counsel for the Bondholders' Committee, on the basis that counsel's fees would not be paid by the Estate unless the fees were entitled to payment under Section503(b)(3) or (4) of the Bankruptcy Code. In 1997 the Bankruptcy Court sustained the Trustee's objection to approximately $325,000.00 in fees which had been informally requested by such committee or its chairman. The Bondholders' Committee was disbanded by no later than March of 1997. As of the date of this Disclosure Statement, there are no active, statutory committees involved in the Debtor's Chapter 11 case. Conversely, many Creditors and Interestholders have been actively represented by counsel in the case. Also see pages 10 and 11 of this Disclosure Statement concerning the December 31, 1997 Conditional Letter Agreement which was negotiated between the Trustee and certain Creditors holding tens of millions of dollars in Claims against the Estate. E. DISPOSITIONS OF INTERESTS IN SUBSIDIARIES AND PARTNERSHIPS. At the time the Trustee was appointed, Bonneville owned equity interests in numerous entities, including wholly owned - --------------- (60) After the appointment of the Trustee, the Bankruptcy Court denied various applications of individual members of the Committee (including C. Derek Anderson) for reimbursement of their costs. Neither the Committee's counsel (LLL&M) nor the Committee's accountants (Ernst & Young) ultimately received (or retained) any Allowed fees or costs from the Estate. Page 116 subsidiaries, some of which had incurred and were continuing to incur operating losses and were being directly or indirectly subsidized by Bonneville to sustain operations. The Trustee and current management undertook to expediently dispose of the Estate's interest in such unprofitable entities. In some instances the Trustee simply abandoned the Estate's interest in the entity or caused the entity to cease business in order to stop accruing operational losses. In other instances, the Trustee negotiated the return of the entity's assets to secured lenders under terms that limited or eliminated the remaining unsecured obligation that would be owed by the Estate to those lenders. In a few instances, the Trustee was able to liquidate Bonneville's interest in a subsidiary or partnership in a manner that generated funds for the Estate. It should be noted, however, that funds generated by the sale or other disposition of Bonneville's interests in subsidiaries and partnerships rarely equaled the book value reflected for those assets in the Statements and Schedules filed by Bonneville, as Debtor-in-possession, in this bankruptcy case. For instance, Bonneville owned most of Recomp, Inc, and invested $27 million dollars in that entity, including $500,000 loaned by Bonneville, as Debtor-in-possession, after the bankruptcy was filed. The stock of Recomp and the accounts receivable owed by Recomp to Bonneville were reflected in Bonneville's prepetition financial statements with a "book" value in excess of $22 million. However, Recomp consistently lost money and when the Trustee sold Bonneville's interest in that entity the sale generated only approximately $689,000.00. Page 117 The primary transactions involving disposition of the Estate's interest in its subsidiaries, affiliates or partnerships after the Trustee's appointment are summarized as follows:(61) 1. YUMA PROJECT. Bonneville's wholly owned subsidiaries, Bonneville - Yuma Corp. and Bonneville General Corporation, and other affiliates, owned contractual rights and permits necessary to construct and operate a proposed power project near Yuma, Arizona which would supply power to San Diego Gas & Electric. After the appointment of the Trustee, Bonneville's interests (and BPSC's interests) were sold to California Energy or its affiliates for $4.75 million pursuant to Orders of the Bankruptcy Court entered on or about July 17, 1992 and October 26, 1992; $500,000.00 of the purchase price was paid in 1992. However, California Energy did not fulfill its commitment to pay the remaining purchase price and, therefore, the Trustee initiated an adversary proceeding to collect the amounts owed. SEGAL (TRUSTEE), ET AL. V. CEDC, Adversary Proceeding No. 93PA-2495. California Energy filed a multi-million dollar counterclaim. The dispute was resolved by a settlement dated October 21, 1994, which settlement was approved by the Bankruptcy Court. Pursuant to the terms of that settlement, the counterclaim was dismissed with prejudice and California Energy paid to Bonneville and BPSC an additional amount of approximately $4 million. 2. LEHI PROJECT. Bonneville and Lehi Cogeneration, Inc., a wholly owned subsidiary of BP Thermal, in which Bonneville was a 50% general partner, were general partners of Lehi Cogeneration Assoc., a Utah partnership, which developed, owned and operated a - --------------- (61) The descriptions provided herein are summaries of transactions which, in many instances, were intricate and complex. The descriptions do not and cannot, in summary fashion, describe all of the terms of the transactions. Each transaction (or any related settlement) must be reviewed in its entirety. In each case the Trustee's actions were authorized by the Bankruptcy Court and pleadings on file with the Bankruptcy Court detail the terms of the transaction. Page 118 cogeneration facility in Lehi, Utah. The "book" value of Bonneville's interest in the Lehi project was in excess of $6 million. However, the cogeneration facility sustained ongoing operational losses and the Trustee concluded that the value of the project was substantially less than the amount owed to CIGNA, the secured lender. The Trustee negotiated a settlement with CIGNA wherein CIGNA agreed to reduce its claim against Bonneville's bankruptcy estate to a $10 million subordinated claim which is treated as a Section 510(b) Equity Claim as provided in Class 10 of the Plan. The CIGNA claim is further discussed in Section VI of this Disclosure Statement. Pursuant to his agreement with CIGNA, the Trustee abandoned Bonneville's interest in the Lehi project. Lehi Cogeneration Assoc. filed a petition under Chapter 7 of the Bankruptcy Code in October, 1992 and its assets were subsequently liquidated by its Chapter 7 trustee. 3. ISLAND PARK PROJECT. Bonneville Pacific-Island Park Corporation ("BPIPC"), a wholly owned Bonneville subsidiary, was the general partner in Island Park Hydropower Ltd., an Idaho limited partnership, which held interests in a hydroelectric project in Idaho. All interests in the project were sold for a purchase price of $500,000.00 payable as the project was developed. Fifty percent of that purchase price was paid to BPIPC, and the remainder was distributed to limited partners of Island Park Hydropower Ltd. BPIPC ultimately received $107,164.30, which was paid by BPIPC to Bonneville toward an account receivable owed to Bonneville. 4. KOYLE RANCH PROJECT. Bonneville was a general partner of Hydro Electric Associates 1983, a Utah limited partnership, and Koyle Equipment Associates, a Utah limited partnership, which each owned an interest in a hydroelectric project in Gooding County, Idaho. After concluding that there was no equity in the project, the Trustee entered into negotiations which culminated in the Page 119 Trustee's abandonment of all interest in the project in return for withdrawal of the contingent claim of New England Mutual Life Insurance Company, the secured lender, in the amount of $979,341.00, and other claims asserted by third parties. 5. BP ASSOCIATES, FULCRUM INC. AND BLACK CANYON PROJECT. Bonneville owned interests in three related entities including BP Hydro Associates, a Utah general partnership, and Fulcrum Inc., a wholly owned subsidiary, which owned and operated the Low Line Rapids, Deitrich Drop, Rock Creek II, and Barber Dam hydroelectric projects in Idaho. The Debtor also owned the Black Canyon hydroelectric project in Idaho. After concluding there was little or no equity in the projects, the Trustee sold the Estate's interests in such projects for approximately $30,000.00 plus the release of a $93,000.00 (or more) claim by the purchaser, CHI Mountain States Operation, and the release of a $15.75 million claim by Fuji Bank, Ltd., L.A. Agency, the secured lender with respect to such projects. 6. FELT DAM PROJECT. Bonneville was a general partner in CDM Hydroelectric Co. ("CDM"), a Colorado general partnership created to develop and operate the Felt Dam hydroelectric project in Idaho. The Trustee transferred Bonneville's interest in CDM and the project pursuant to a settlement agreement with other parties in CDM. Pursuant to the settlement agreement (which was approved by the Bankruptcy Court on October 5, 1992) Bonneville received approximately $154,000.00 cash and the release of claims totaling in excess of $3.3 million. 7. RECOMP. Bonneville owned 62% of the stock in Recomp Inc., which, in turn, owned various subsidiaries that operated a number of composting, incinerating and recycling facilities. Bonneville invested in excess of $27 million in these projects, including a $500,000.00 post-petition loan. The Trustee determined that Recomp Page 120 was part of an "earnings" transaction, that the market value of Recomp was barely sufficient to cover secured debt and that Recomp had incurred and was continuing to incur significant operating losses. After a series of unsuccessful attempts to sell Bonneville's interest in Recomp, a sale was finally culminated in January of 1993 pursuant to which Bonneville received repayment of the $500,000.00 post-petition loan and a secured promissory note in the amount of $189,000.00, which has since been settled and satisfied. In addition, as part of the sale, contingent claims in excess of $2 million were released and Bonneville's contingent liability on various obligations of Recomp (which had been guaranteed by Bonneville) were eliminated. 8. MARTIN CREEK PROJECT. Bonneville's wholly owned subsidiary, Skykomish River Hydro Inc., owned rights and permits for a proposed hydroelectric project known as the Martin Creek project in King County, Washington. Bonneville's stock in the subsidiary was sold in 1993 for a sales price that included $50,000.00 cash and $300,000.00 due when the project is developed. The balance remains outstanding and the Trustee believes that development of the Martin Creek project and, therefore, collection of the account receivable, remains unlikely. 9. MAMMOTH LAKES GEOTHERMAL PROJECT. Bonneville was a general and limited partner in the Mammoth Lakes Limited Partnership, which owned geothermal wells and permits in Mono County, California, known as the Mammoth Lakes geothermal project. The Trustee sold Bonneville's interest in the partnership and its assets to Vulcan Energy Inc. ("Vulcan"), another limited partner in the partnership.(62) Vulcan agreed to: a) pay $20,000.00 down; b) obtain the release of, or replace, a $20,000.00 letter of credit that secured a bond required by the State of California; c) pay ongoing bond premiums and State assessments; d) take actions needed - --------------- (62) Vulcan had purchased the partnership interest from Mistletoe Financial Inc. Page 121 to have Vulcan replace Bonneville as the party responsible, under California law, for maintaining or plugging the geothermal wells; and, e) in the event a power project was developed, pay Bonneville sums that over many years could have totaled up to $1.5 million. Vulcan paid the $20,000.00 down payment and obtained a release of the letter of credit. However, Vulcan was never able to satisfy the criteria required by the State of California to complete the transfer of the wells. Vulcan also discontinued making payment on bond premiums and well assessments, and Bonneville remained liable for those premiums and assessments. The State of California found that the wells had been abandoned and ordered that they be plugged. Bonneville was the responsible party on a $100,000.00 bond to cover the cost of plugging the wells. Vulcan ultimately filed a petition under Chapter 11 of the Bankruptcy Code in the State of Oregon. Litigation in the Oregon Bankruptcy Court was commenced and that litigation was settled and approved by Order of the Utah Bankruptcy Court entered on or about May 5, 1997. Pursuant to that settlement, the Trustee has acquired clear title to the geothermal wells. Bonneville explored the possibility of selling the wells but could not find a qualified purchaser willing to assume the liabilities associated with the wells, including the ongoing bond premiums and assessments, or the cost of plugging the wells. The Trustee and current management concluded that Bonneville should proceed to plug and abandon the wells and thereby eliminate the ongoing expenses and potential liabilities associated with the wells. The cost to the Estate to plug and abandon the wells was approximately $115,000.00 and that work has now been completed. As part of the settlement with Vulcan, the Trustee retained a claim against Vulcan's bankruptcy estate, which is to be paid through issuance of Page 122 stock in Vulcan, a reorganized company. The Trustee does not believe the claim or the Vulcan stock have any significant value. 10. AMERICAN ATLAS PROJECT. Bonneville's wholly owned subsidiary Cogeneration Technology and Development Co. ("CTDC"), leased a gas fired cogeneration facility in Rifle, Colorado known as "American Atlas # 1". The project was financed through a complex lease arrangement with Westinghouse Credit Corporation. The Trustee and current management entered into negotiations pursuant to which the Debtor released Bonneville's interest in CTDC in return for the release of approximately $50 million in claims asserted against the Estate by Westinghouse and by American Atlas # 1 Ltd. In addition, Bonneville Fuels Corporation retained a favorable contract (which ran until March 31, 1997) for the sale of natural gas to run the facility, which contract improved the financial position of Bonneville Fuels Corporation. 11. SACRAMENTO COGENERATION PROJECT (SMUD). The Trustee and current management resolved a dispute with Siemens Power Ventures Inc. ("Siemens"), regarding the right to develop a cogeneration facility in Sacramento County, California, undertaken initially by Bonneville Sacramento Assoc., a general partnership whose general partners included Bonneville and Bonneville's wholly owned subsidiary, Bonneville Sacramento Corp. The settlement, which was approved by the Bankruptcy Court in June, 1993, provided for an initial payment of $10,000.00 and additional payments as the project was developed. Bonneville and BPSC ultimately received a total of $875,000.00 from the settlement. 12. SANTA MARIA PROJECT. Bonneville owned a 9 megawatt cogeneration facility in Santa Maria, California. A wholly owned subsidiary of Bonneville, Alpac Foods, owned the "thermal host" Page 123 for that project, which was a frozen vegetable packaging facility. In 1994, pursuant to a stipulation with the project lender, Fuji Bank Ltd., L.A. Agency ("Fuji"), the cogeneration facility was transferred to Fuji's designee in return for Fuji's reduction of its $8.5 million claim down to a $4 million deeply subordinated Claim (Class 8). In 1995 the Trustee negotiated a three-way settlement with regard to the frozen vegetable packaging facility pursuant to which Bonneville's interest in that project was sold to United Foods, and, in return: a) a consortium of lenders led by Washington Square, reduced their $11.5 million secured and unsecured claim down to a $3.5 million "deeply subordinated" claim (Class 8); b) United Foods, which had leased the facility, released all claims against Bonneville and its estate; and c) Art James, who asserted a claim in the amount of $813,000.00, released his claim. 13. WESTINGHOUSE FINANCED PROJECTS: BWETA, DINUBA, TAMARACK. Bonneville was the general partner in Bonneville Aero Power Plant ("BAPP"), and wholly owned Bonneville Wind Corporation, which was a general and limited partner of Bonneville Wind Energy Technology Assoc. ("BWETA"). Those entities were created to develop a 14 megawatt wind-powered electrical generation facility located near Palm Springs, California. Bonneville, both directly and through several affiliated entities, also held a small interest in a 6.25 megawatt wood-fired cogeneration facility near Tamarack, Idaho ("Tamarack"). Bonneville also owned an interest in an 11.5 megawatt wood-fired cogeneration facility located near Dinuba, California ("Dinuba"). The BWETA, Dinuba and Tamarack projects were each financed by Westinghouse Credit Corp. ("Westinghouse"). In 1994 the Bankruptcy Court approved a partial settlement between the Trustee and Westinghouse pursuant to which the Trustee transferred to Westinghouse all of Bonneville's direct and indirect interests in Dinuba, Tamarack and BWETA, and Westinghouse paid Bonneville's Estate $950,000.00, waived approximately $47 million Page 124 in general unsecured claims against the Estate (as reflected in proofs of claim which had been filed by Westinghouse) and retained a deeply subordinated claim in the amount of $6 million. In a subsequent settlement with the Trustee (in THE SEGAL V. PORTLAND GENERAL, ET AL. litigation), Westinghouse released its deeply subordinated claim and agreed to pay the Estate an additional $6 million. 14. WATSONVILLE PROJECT. Bonneville's wholly owned subsidiaries California Industrial Cogen and Watsonville Cogen Corp. were the general partners of the Watsonville Cogeneration Partnership which held a leasehold interest in a 28.5 megawatt gas-fired cogeneration facility in Watsonville, California. BPSC operated the project. Pursuant to a financing lease, Ford Motor Credit Corp. (or its affiliate, State Street Bank), filed two proofs of claim in the respective amounts of $79,265,675.00 and $15,000,000.00 against Bonneville's Estate. In July, 1994 the Bankruptcy Court approved an agreement pursuant to which Bonneville's interest in the Watsonville project was released and State Street Bank waived its respective claims except for a $1,000,000.00 Allowed Claim (Class 2). 15. PIGEON COVE PROJECT. Bonneville owned a 1% general partnership interest in LS-LQ Hydroelectric Partners, which owned a hydroelectric project in Twin Falls County, Idaho. Bonneville's interest in the project was released by agreement approved by the Bankruptcy Court in 1994, pursuant to which the secured lender, New England Mutual Life Insurance, waived its $2.9 million claim against the Estate. 16. RAVENSCROFT PROJECT. Bonneville was general partner of Ravenscroft Partnership, which owned a 1% joint venture interest in a hydroelectric project in Gooding County, Idaho. By agreement Page 125 approved by the Bankruptcy Court in 1994, the Trustee released Bonneville's interest in the project in return for the release of claims by Olympus Bank, the secured lender and by Vernon and Harriet Ravenscroft, the joint venture partners. 17. LONG SAULT PROJECT. Bonneville owns 50% of the stock of Bonneville McKenzie Energy Corporation ("BMEC"); the other 50% of the stock is owned by Rod McKenzie. BMEC owned a 50% partnership interest in the Long Sault Hydroelectric Partnership ("LSHP") which owned certain rights to develop a hydroelectric project in Ontario, Canada. In 1993 the Trustee consented to a sale by BMEC of its interest in the Long Sault project to Nirabro Industries Ltd., the other 50% partnership interest owner in LSHP; in consideration, Bonneville received approximately $85,000.00 from BMEC which sum reduced an account receivable (currently totaling more than $200,000.00) owed by BMEC to Bonneville. As additional consideration, BMEC is entitled to an approximately 40% share of any amounts recovered (after payment of all costs and attorneys' fees) by LSHP pursuant to litigation pending in Canada against Sandwell Inc., ET AL. The litigation is being contested and, therefore, the outcome of the litigation is uncertain. Trial in the litigation has not been scheduled. 18. NCA # 2. On September 24, 1992 the Trustee, Bonneville Nevada Corporation ("BNC"), a wholly owned subsidiary of Bonneville, and Texaco Black Mountain Inc., a subsidiary of Texaco, entered into a settlement which resolved disputes regarding the validity and amount of certain contingent unliquidated claims for funds owed to Bonneville and BNC under the sales agreement dated November 27, 1991 pursuant to which Texaco Black Mountain Inc. purchased BNC's interest in Nevada Cogeneration Association # 2 ("NCA # 2"). As required under the settlement agreement, which Page 126 was approved by the Bankruptcy Court after hearing held on October 15, 1992, Texaco Black Mountain paid BNC an additional $1 million in satisfaction of the obligations owed for purchase of BNC's interest in NCA # 2. The Settlement proceeds were ultimately "upstreamed" to Bonneville. Also see footnote 36 of this Disclosure Statement. In summary, by disposing of Bonneville's interests in subsidiaries and partnerships which could not be profitably operated, the Trustee generated significant cash and obtained releases of claims, or potential claims, against Bonneville's Estate totaling more than two hundred million dollars ($200,000,000.00). F. DISPOSITION OF OTHER ASSETS. While the majority of Bonneville's assets were held in the name of subsidiaries and partnerships, Bonneville owned a few assets, outright, at the time of the filing of bankruptcy. The Trustee undertook to liquidate such assets where the cost of keeping the assets outweighed the possible benefit to the Estate. Those transactions include the following: 1. The Trustee with the aid of current management sold eight (8) 6.415 MW DeLavel Enterprises DSRV-16-4 heavy fuel engines, known as the Anamax engines, to Edison Global Electric, Ltd for a final purchase price of $7.424 million. From the purchase price, a total of $130,817.32 was paid to the Park Corporation, the owner of the real property upon which the engines were affixed. The Trustee also satisfied the claim of the LaSal Corp., the secured creditor with a claim of $3,183,183.00. After the payments described above the Estate netted in excess of $4 million. 2. The Trustee sold miscellaneous personal property of the estate, including surplus furniture and equipment, for approximately $74,000.00. Page 127 3. The Trustee transferred Bonneville's leasehold interest in a Westwind aircraft to Barken International, the co-lessee, for a release of potential claims totaling up to $1.3 million. 4. The Trustee and current management liquidated Bonneville Foods Corporation. After completion of the liquidation, Bonneville Foods paid (in the form of a dividend) $243,421.22 to Bonneville. G. COLLECTION OF MISCELLANEOUS ASSETS. During the Trustee's administration of the Estate, the Estate also recovered or collected the following assets: a. Various state and federal tax refunds $2,730,596.42 b. Santa Maria real property tax refund 213,227.00 c. Peak Power Note 100,000.00 d. Flax Note 100,000.00 ---------- TOTAL $3,143,823.42 H. REMAINING BUSINESSES. The Trustee has retained only the Debtor's business assets that the Trustee believes have value, and which may be operated at a profit to the benefit of the stockholders in the Reorganized Debtor. FOR A DETAILED DISCUSSION OF THESE ASSETS, SEE THE "BUSINESS PLAN PREPARED BY CURRENT MANAGEMENT" WHICH IS ATTACHED HERETO AS EXHIBIT "3". FOR AN ESTIMATED VALUATION OF THESE ASSETS, SEE SECTION III OF THIS DISCLOSURE STATEMENT. Upon the reasonable written request of any party-in-interest and subject to an appropriate confidentiality agreement, the Trustee will make available certain documents concerning these business assets. In the opinion of the Trustee, Bonneville's current management has, during the Trustee's administration of the Estate, performed admirably and should be Page 128 given much of the credit for the value which now exists in the Debtor's (or its Subsidiaries') current businesses. Those business assets are summarized as follows: 1. Bonneville Fuels, Corp. ("Fuels") (which includes Fuels' wholly owned subsidiaries: Colorado Gathering Corp.; Bonneville Fuels Marketing Corp.; Bonneville Fuels Management Corp.; and Bonneville Fuels Operating Corp.). Fuels is a wholly owned subsidiary of Bonneville engaged, primarily, in natural gas and oil production and sales in the Western United States. During the period since Bonneville's bankruptcy, Fuels has dedicated its cash flow to reducing its debt and more recently has been actively acquiring and developing additional oil and gas properties. As of March 31, 1998, Fuels and its subsidiaries had 15 full-time and four contract and part-time employees, and anticipates hiring additional professionals during 1998. In the calendar year ending December 31, 1997 Fuels had gross revenues of $19.7 million, net operating income before tax of $1.0 million and total discretionary cash flow of $3.2 million. Based on an independent report prepared by the Ryder Scott Company, as of December 31, 1997 Fuels' total proved oil and gas reserves had a present value, using SEC (PV10) pricing, of approximately $19.6 million. BECAUSE THE VALUE OF FUELS' OIL AND NATURAL GAS RESERVES IS PRIMARILY DEPENDENT ON THE PRICE OF EACH COMMODITY, SUCH RESERVE VALUE CONSTANTLY FLUCTUATES AS THE PRICES OF THESE COMMODITIES RISE AND FALL. At the time of the filing of Bonneville's bankruptcy petition, there was little, if any "net equity" for Bonneville in Fuels because Fuels owed secured debt to Chase Manhattan Bank ("Chase") in the amount of approximately $15.7 million. The Chase debt has now been paid off. As of December 31, 1997, Fuels had outstanding Page 129 secured debt to Colorado National Bank totaling approximately $2.4 million. Fuels may increase its secured debt in order to satisfy (or pay in lieu of) the Discretionary Notes discussed in Section IV, N. of this Disclosure Statement. This would be treated on Fuels' books as a loan to Bonneville and would be carried at market rates. Since the appointment of the Trustee, Fuels has made no distributions to Bonneville (i.e., paid no dividends to Bonneville) because all of Fuels' cash flow has been used to either pay off the above-referenced debt to its lender or to acquire and/or develop additional oil and gas properties (reserves) for Fuels. Although the Estate possessed little net equity in Fuels at the time of the Trustee's appointment, due to the efforts of current management, Fuels has now become a valuable asset. For an estimated valuation of Fuels, see Section III of this Disclosure Statement. 2. Bonneville Nevada Corporation, a Utah corporation ("BNC") is a wholly owned subsidiary of the Debtor. BNC owns a 50% partnership interest in Nevada Cogeneration Associates #1 ("NCA #1"). NCA # 1 is the owner of an 85 megawatt natural gas fired cogeneration project located near Las Vegas, Nevada that has been in commercial operation since approximately June of 1992. NCA # 1 sells all of its produced power to Nevada Power Company ("NPC") which company is listed on the New York Stock Exchange under the symbol NVP.(63) Bonneville Pacific Services Company, Inc. ("BPSC") provides operating and management services to NCA #1. The other fifty percent (50%) partnership interest in NCA #1 is owned by Texaco Clark County Cogeneration Company, a subsidiary of Texaco, Inc. ("Texaco"). As a result of agreements between - --------------- (63) NCA # 1 also sells thermal energy in the form of exhaust and chilled water to a subsidiary of Georgia Pacific which utilizes the thermal energy in its manufacturing of gypsum wall board. Page 130 Texaco and BNC, the ability of either Texaco or BNC to sell or dispose of their interest in NCA # 1 may be limited. In 1992 Bonneville owed the Bank of Tokyo a $6.6 million obligation which was secured by Bonneville's stock in BNC; such obligation related to Bonneville's capital investment in NCA # 1. Bank of Tokyo has now been paid in full with interest (for a total repayment of $9,069,282.00) from the partnership distributions resulting from the operations of the NCA # 1 project. The original loan to construct the NCA # 1 project totaled $111.8 million; that indebtedness, as of December 31, 1997, has been reduced to approximately $78.3 million. The $78.3 million in obligations are owed to a consortium of institutions on a nonrecourse (to Bonneville) loan and to holders of industrial revenue bonds. Bonneville has guaranteed repayment of the industrial revenue bonds, which bond obligation currently totals approximately $27.4 million. As set forth in the Plan, the Reorganized Debtor will continue to guarantee repayment of the industrial revenue bonds. Arbitration regarding curtailment activity (i.e., reduced power purchases) by NPC has been concluded with NCA # 1 being awarded and paid $829,920.00; that payment was reflected in the amounts distributed in 1996 to NCA # 1's partners. There have been no curtailments since October of 1996. In light of curtailment and market risks facing both NCA # 1 and NPC, the parties negotiated and reached an agreement pertaining to future curtailments. The agreement, which was executed on October 3, 1997, provides for a small reduction in applicable energy rates but eliminates the economic risk from future curtailments, except in limited circumstances. The agreement also resolves all remaining litigation between the parties and permits the parties to voluntarily reduce Page 131 (displace) power purchase and sales requirements in response to changing market conditions.(64) This agreement must be approved by the Public Utility Commission of Nevada ("PUCN") before it becomes effective. A petition for approval of such agreement was submitted to the PUCN on November 3, 1997. A public hearing on the petition was held before the PUCN on April 6, 1998. The petition is scheduled to be considered by the PUCN at the PUCN's next regularly scheduled meeting. Management for NCA # 1 believes that the settlement agreement, if approved by the PUCN, will provide NCA # 1 with long term revenue stability and additional flexibility in anticipation of market deregulation. On or about September 27, 1996, NCA #1 was served with Findings and Notices of Violation 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, the 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 to control Nox emissions. Management of NCA # 1 has disputed the EPA's claims. Representatives of both sides of this dispute have reached an agreement in principle but a written agreement has not yet been executed. Attorneys for both sides are working on a draft of a proposed agreement, which the parties anticipate will be finalized and signed sometime in 1998. The Partners in the NCA #1 Project are BNC and Texaco Clark County Cogeneration Company ("TCCCC"), a wholly owned subsidiary of Texaco, Inc. The Partnership Agreement provides that the - --------------- (64) The owners of the NCA #2 Project (which is operated by BPSC) have also entered into a similar agreement with NPC concerning future curtailments. Page 132 partners share equally in the allocation of income (loss), depreciation expenses and other tax benefits from the operations of the Partnership. The Agreement further provides that BNC receives a disproportionate share of net cash distributions, (66_% to BNC and 33_% to TCCCC), until such time as net cash distributions from the project equal $18.8 million, at which time both partners are to share equally in the net cash distributions. During the calendar year ending December 31, 1996, the NCA #1 project had a net operating revenue of $6,758,140.00 (audited). In accordance with the Partnership Agreement, BNC was allocated fifty percent of the net operating income. Distributions from project operations for the same period totaled $5.1 million. As a result of an arbitration settlement with Nevada Power Company a special distribution of $900,000.00 was made in June of 1996. An additional distribution of $4,320,000.00 was available from a decrease in the level of funding required in the reserve accounts due to an amendment to the Construction Loan, Term Loan and Reimbursement Agreement providing financing for the project. The Total Distribution to the NCA #1 partners in 1996 was $10,321,000.00. The 1996 distribution paid by NCA # 1 to BNC totaled $6,880,000.00. During the calendar year ending December 31, 1997, the NCA #1 project had a projected net operating revenue of $7,803,559.00 (audited). In accordance with the Partnership Agreement, BNC was allocated fifty percent of the net operating income. Distributions from project operations for the same period totaled $6.7 million. With the distributions from NCA # 1 to BNC in 1997 the total net cash distributions from the project (since 1992) exceeded the $18.8 million level and, therefore, all future distributions to BNC and TCCCC will be made on an equal basis. The total distribution received by BNC from NCA # 1 in 1997 was $3,516,000.00. Page 133 From the appointment of the Trustee through December 31, 1997, BNC has paid to Bonneville (in the form of dividends) a total of $16,168,762.08, of which $9,069,282.00 was paid to the Bank of Tokyo. BNC is now the Estate's most valuable asset. For an estimated valuation of Bonneville's interest in the NCA # 1 Project, see Section III of this Disclosure Statement. 3. Bonneville Pacific Services Company, Inc., ("BPSC"). BPSC is a wholly owned subsidiary of Bonneville which is in the business of operating power projects. BPSC currently operates both the NCA #1 Project and its "sister" project, the 85 megawatt NCA # 2 Project.(65) BPSC helped finance and also owns a fifty-one percent (51%) interest in a four (4) megawatt power project located near Navojoa, Mexico, as discussed in detail in the Business Plan Prepared by Current Management (Exhibit "3") (the CONAV Project). BPSC also oversees the operation of, and manages, Bonneville's Kyocera Power project, which project is discussed below. At the time of the filing of Bonneville's bankruptcy petition, BPSC operated a number of other power projects in which Bonneville had a direct or indirect interest. However, at that time there was little, if any, "net equity" in BPSC for Bonneville because BPSC was likely insolvent since the cost of BPSC's operations exceeded the funds generated therefrom; i.e., in the opinion of the Trustee, some of the Bonneville Insiders had structured some of BPSC's contracts so that the revenues generated from operation of the projects did not equal the cost to operate the projects. The Trustee and current management took action to eliminate those unprofitable contracts and, therefore, made BPSC a solvent, valuable entity. - --------------- (65) NCA # 2 also sells all of its produced power to Nevada Power Company. NCA # 2 also sells thermal energy in the form of exhaust and chilled water to Pabco which utilizes the thermal energy in its manufacturing of gypsum wall board. Page 134 BPSC has been streamlined during the Trustee's tenure. BPSC now employs approximately 38 people. For the one-year period ending December 31, 1997 BPSC had a net operating income of approximately $1,140,000.00. BPSC has no long term or secured debt. From the appointment of the Trustee through December 31, 1997, BPSC has paid to Bonneville (in the form of a dividend in December of 1997), a total of $3.9 million. For an estimated valuation of BPSC, see Section III of this Disclosure Statement. 4. Kyocera Project ("Kyocera"). Kyocera is a 3.2 MW gas fired cogeneration facility owned directly by Bonneville and located in San Diego, California. Power and chilled water from the project is purchased by Kyocera American, Inc. ("KAI").(66) At the time of the filing of Bonneville's bankruptcy, the contract pursuant to which KAI purchased power from Kyocera provided for a purchase price that was a discount rate targeted to be a certain percentage below the rates charged by San Diego Gas and Electric. The discount rate began at 8% and pursuant to the terms of the contract increased, over a 20 year period, to 40% below the rates charged by San Diego Gas and Electric. At those discounted prices, Kyocera's operation was not economically feasible. In 1995, the Trustee and KAI entered into an amendment of the power purchase contract that, INTER ALIA, capped the discount rate for purchase of power at thirteen percent (13 %) below the rates charged by San Diego Gas and Electric. That contract remains in place through at least March 31, 1999 and is currently being renegotiated. For the one-year period ending December 31, 1997, Kyocera generated a net income of $86,843.00; this compares to net income of $234,471.00 for the year ending - --------------- (66) Kyocera American Inc. is a subsidiary of Kyocera Corp., a Japanese company whose American Depository Receipts are traded on the New York Stock Exchange under the symbol KYO. Page 135 December 31, 1996, some of the decrease being attributable to higher fuel prices. If natural gas prices substantially increase and remain at a high level, or if Bonneville is not able to successfully renegotiate its power purchase contract with KAI, then the Kyocera project may not be able to continue to operate at a profit. Kyocera is not subject to any long-term or secured debt. For an estimated valuation of this project, see Section III of this Disclosure Statement. I. LITIGATION: SEGAL (TRUSTEE) V. PORTLAND GENERAL ET. AL. (UNITED STATES DISTRICT COURT FOR THE DISTRICT OF UTAH, CASE NO. 92-C-364J AND CASES SEVERED THEREFROM OR RELATED THERETO). From the time of the Trustee's appointment, the Trustee, BG&M, NED and CR&S conducted an in-depth investigation of Bonneville's history, including the fictitious "earnings" transactions and the parties involved in those transactions. The investigation encompassed tens of thousands of hours of time of the various professionals. In August, 1993, the Trustee, through BG&M and CR&S, filed an Amended Complaint (approximately 600 pages in length) IN SEGAL (TRUSTEE) V. PORTLAND GENERAL ET AL, Case No. 92-C-364J ("SEGAL (TRUSTEE) V. PORTLAND GENERAL"), the Honorable Bruce S. Jenkins presiding. The Amended Complaint asserted various claims against scores of defendants.(67) In a few instances, where the Trustee believed that further pre-litigation investigation or negotiation was appropriate, parties that were allegedly liable to the Estate were not named as defendants in SEGAL (TRUSTEE) V. PORTLAND GENERAL, but entered into "tolling" agreements with the Trustee (i.e., agreements that "tolled" the running of any statute of limitation - --------------- (67) Prior to filing the Amended Complaint, the Trustee reached a settlement with one of the Bonneville Principles, Salt Lake City Mayor, Deedee Corradini, and her now ex-spouse, Yan Ross; pursuant to that settlement, Corradini and Ross paid the Estate more than $800,000.00. Page 136 period); such tolling agreements permitted further investigation by the Trustee or continued negotiations for settlement. The Amended Complaint (and the several subsequent amendments thereto) must be reviewed in its entirety to determine which causes of action were asserted against which defendants; (i.e., some of the defendants were accused of intentional, wrongful conduct whereas claims against other defendants were only for negligence or for recovery of preferential transfers). All of the defendants and all of the persons or entities who reached settlements with the Trustee expressly denied (and still deny) all of the Trustee's allegations of wrongdoing. For almost three years (one year of investigation and two years of litigation), i.e., until June, 1995, the Bonneville Estate expended approximately $3 million in out-of-pocket costs in pursuing the SEGAL (TRUSTEE) V. PORTLAND GENERAL litigation and had recovered only slightly in excess of that amount. At the same time, BG&M had expended nearly $10 million in attorneys' time and had received no compensation for their services. At times during this three (3) year period the Trustee had concerns whether the Estate would have sufficient cash available to it to continue to keep administrative expenses current. However, beginning in June of 1995 and continuing into September of 1997, the Trustee entered into settlements with numerous defendants in SEGAL (TRUSTEE) V. PORTLAND GENERAL and with other Persons against whom the Trustee held claims. Those settlements generated recoveries totaling $187,122,911.56 as detailed below:(68) - --------------- (68) Most of the settlements are detailed and complicated. Each settlement agreement must be reviewed in its entirety for all the terms and conditions of the settlement. In each settlement, the settling party DENIES all of the Trustee's respective allegations against them and deny all fault or liability. All of the settlements were approved by the Bankruptcy Court. The "Settlement Amounts" include all consideration, from whatever source, received by the Estate related to the named settling party. In some instances, the amounts include interest which accrued in trust accounts pending approval of the settlement and the ultimate release of the funds to the Trustee. The amounts reflected include the accounts receivable set forth in Section III, B.3 of this Disclosure Statement. The amounts reflected do NOT include possible additional recoveries from a few of the settling parties (see Section III, B.5 of this Disclosure Statement). The stock of Bonneville received by the Trustee from some of the settling parties is set forth in Section VI, D. of this Disclosure Statement; no attempt was made to "value" such returned stock and, therefore, the "value" of such returned stock is NOT included in the "Settlement Amounts." The amounts do NOT include $290,000.00 paid by the Deseret Trust company to the Hixsons. The amounts do include payment of accrued interest on L. Wynn Johnson's $1.4 million promissory note (calculated through March 18, 1998). The Carl T. Peterson amount includes $500,000.00 paid to the Estate as part of the District Court ordered criminal restitution. The amounts also reflect collections received in connection with an adversary proceeding initiated by the Trustee ENTITLED SEGAL (TRUSTEE) V. SALLAH INTERNATIONAL, A.P. No. 92PA-2561. Page 137 LITIGATION RECOVERIES (SETTLEMENTS)
Name of Settling Parties Relationship with Date of Settlement Amount Bonneville Bankruptcy Paid or to be Paid Court Order Approving Comprehensive Settlement Deloitte & Touche, et al. Accountants/Auditors 5/2/96 $ 65,352,324.64 Mayer, Brown & Platt, Attorneys 5/28/96 31,932,579.98 et al. Kidder Peabody Consultant/Underwriter 10/29/96 15,000,000.00 Perkins Coie Attorneys 5/6/96 12,750,000.00 Fraser & Beatty (Bradley) Attorneys 9/4/96 10,000,000.00 Piper Jaffray Consultant/Underwriter 9/9/96 10,000,000.00 Westinghouse Lender 12/23/96 6,950,000.00 Parsons, Behle & Latimer Attorneys 7/26/95 6,901,030.21 Norwest Bank Lender 5/13/97 5,000,000.00 Yanke/Dinuba Energy Seller-Dinuba Project 3/18/97 4,500,000.00 Carl T. Peterson Insider 2/13/96 4,007,694.07 German Entities Business Associates 11/18/94 2,100,000.00 L. Wynn Johnson Insider 5/15/96 1,927,262.72 Hanifen Imhoff Underwriter 9/26/95 1,757,197.05 Church Tithing and Trust None 7/8/97 1,390,000.00 (recovery of charitable donation only) Robert Wood Insider 5/1/96 1,080,975.00 Raymond Hixson Insider 7/22/96 1,023,727.00 Coffin Parties Attorneys 7/1/97 990,511.67 Kruse Parties Attorneys 11/4/97 900,000.00 Corradini/Ross Various 9/16/93 805,006.39 Calpine Business Associates 1/28/97 767,500.00 Robert Pratt (preference Former President 5/15/96 675,000.00 recovery only) Houlihan-Dorton Appraiser 12/11/95 533,264.99 Mark Rinehart Attorney 8/21/96 400,000.00 (National Union) Stephen Nadauld Former CFO 11/29/95 260,250.00 (preference recovery only) David Hirschi Insider 7/26/95 65,154.59 Gerald C. Monson Vice President of 7/16/97 30,000.00 Accounting Jack Dunlop Insider 1/13/97 13,433.25 Brent Haymond Business Associate 10/24/94 $ 10,000.00 TOTAL $187,122,911.56
The foregoing list does not include any amounts from Portland General itself because the Estate received no monetary recovery in its settlement with Portland General; however, in the September 9, 1996 Settlement Agreement between Portland General and the Trustee, which was approved by the Bankruptcy Court, Portland General waived its $76 million claim (before trebling) against the Estate and transferred 7,842,067 shares of Bonneville's Existing Common Stock to the Trustee. While pursuant to such settlement agreement Portland General retained two million shares of Bonneville's Existing Common Stock, Portland General has agreed to cooperate with the Trustee in the reorganization of Bonneville. As previously discussed (Section X, D. of this Disclosure Statement), from the above-mentioned $187,122,911.56 recovery, the Trustee's special litigation counsel, BG&M, is entitled, subject to Bankruptcy Court approval, to twenty percent (20%) of all amounts Page 140 recovered before litigation was commenced and thirty-three percent (33%) after litigation was filed; costs are deducted before the percentages are calculated and CR&S's fees for assistance in the litigation are deducted from BG&M's contingent fee.(69) The following settlements were achieved without the filing of litigation: Norwest Bank, Church Tithing and Trust, Raymond Hixson, Coffin Parties, Kruse Parties, Gerald Monson and part of Corradini/Ross and Jack Dunlop; all of the other recoveries related directly or indirectly to litigation matters. Accordingly, through December 31, 1997 BG&M has received from the Estate, as allowed by the Bankruptcy Court, fees totaling $55,471,942.00 and the Trustee anticipates that BG&M may be entitled to receive an additional amount of contingent fees (primarily from the accounts receivable discussed in Section III, B.3 of this Disclosure Statement) of approximately $2,000,000.00,(70) subject to review and Allowance by the Bankruptcy Court. At the present time the Trustee does not anticipate asserting other prepetition causes of action against any Person.(71) While the Trustee entered into tolling agreements with other Persons, for various reasons (primarily either difficulty in proving liability or in recovering upon any judgment) the Trustee does not at this - --------------- (69) Through September 30, 1997, litigation costs totaled $6,826,211.11 (of which $5,275,241.81 was paid to BG&M for reimbursement of its costs) and CR&S's fees related to the litigation totaled $722,793.51. BG&M recently filed its seventeenth and FINAL cost application wherein BG&M sought additional costs of $2,298.05; a hearing on the final cost application was held as scheduled on April 13, 1998 at which time the Bankruptcy Court approved and allowed BG&M's final cost application. (70) BG&M recently filed its ninth and FINAL fee application wherein BG&M sought additional fees of approximately $1,834,865.09 plus its contingent fee share of any tax refunds received by Bonneville from the tax refunds to the Bonneville Insiders. A hearing on the final fee application was held as scheduled on April 13, 1998 at which time the Bankruptcy Court approved and allowed BG&M's final fee application. (71) However, the Estate does have a contingent interest in litigation now pending in Canada related to the Long Sault Project; see Section X, E.17 of this Disclosure Statement. Page 141 time intend to pursue claims against any other Persons; such tolling agreements will soon expire by their own terms. The Estate also has contingent rights to additional funds under existing settlements between the Trustee and Peterson, Johnson, Wood and Hixson; specifically, if those Bonneville Insiders (or their affiliates) obtain certain tax refunds based upon monies which they repaid to the Estate, then the Estate will receive one-half of the refund after payment of the Bonneville Insiders' professionals for fees and costs relating to obtaining the refunds. Each of these Bonneville Insiders have now filed tax returns in which they are seeking material refunds. These contingent rights are reflected within the miscellaneous assets listed in Section III, B.5 of this Disclosure Statement. There is no assurance that the Estate will recover any additional funds from those existing settlements or that the Estate will obtain any additional funds from the Long Sault litigation matter. J. LITIGATION: OTHER. In addition to claims that formed the core OF SEGAL (TRUSTEE) V. PORTLAND GENERAL litigation, the Trustee pursued numerous claims seeking affirmative recovery for the Estate based upon causes of action including, but not limited to, claims arising from preferential transfers. In some instances the causes of action were resolved before lawsuits were filed, and in other instances the Trustee, through counsel, commenced an adversary proceeding in the Bankruptcy Court. In each instance, the Trustee's cause of action has been fully resolved. The following is a list of the recoveries for the Estate generated from those claims and adversary proceedings:(72) - --------------- (72) Each settlement agreement must be reviewed in its entirety for all the terms and conditions of the settlement. Pursuant to the terms of respective settlements, Brighton Bank holds a deeply subordinated claim (Class 8) against the Estate in the sum of $295,000.00; AFCO holds a deeply subordinated claim (Class 8) in the amount of $110,000.00; Sea First, as successor-in-interest to Security Pacific, holds a deeply subordinated claim (Class 8) in the amount of $1 million; and Brobeck, Phelger & Harrison holds a deeply subordinated claim (Class 8) in the amount of $40,000.00. Page 142
Name of Settling Party Nature of Claim Amount Received Central Vermont Public Services Breach of Contract $460,000.00 Brighton Bank Preferential Transfer 295,000.00 Security Pacific Bank Preferential Transfer - ESOP 190,000.00 AFCO Financial Services Preferential Payment and 110,000.00 Post-Petition Transfers James S. Goff Preferential Severance 98,000.00 Payment Brobeck, Phelger & Harrison Preferential Transfer 19,000.00 Holme Roberts & Owen Preferential Transfer 15,000.00 Watkiss & Saperstein Preferential Transfer 1,924.15
The above recoveries were not subject to the contingency fee of BG&M. However, in the SEGAL V. CENTRAL VERMONT POWER SERVICES adversary proceeding, for which the recovery totaled $460,000.00, there was a contingent fee paid to Cheney, Brock & Saudek, the Trustee's special counsel, with Bankruptcy Court approval, which totaled $154,459.25. Except as otherwise discussed above, the Trustee believes all of the prepetition causes of action that Bonneville held for affirmative recovery have been resolved and the Trustee does not anticipate further recovery. K. COOPERATION WITH FEDERAL PROSECUTORS CONCERNING INSIDERS. In conjunction with administration of Bonneville's bankruptcy estate, the Trustee, the Trustee's Professionals and certain employees of Bonneville fully cooperated with the Federal Bureau of Page 143 Investigation, the Office of the U.S. Attorney, the Internal Revenue Service, the Securities and Exchange Commission and other federal governmental entities responsible for investigating Bonneville and the Bonneville Insiders. As a result of those investigations and subsequent prosecutions, each of the Bonneville Insiders pled guilty to a felony relating directly or indirectly to Bonneville. All of the Bonneville Insiders, with the exception of Hixson, spent time in a federal penitentiary as a result of those pleas. In addition, David Hirschi has been indicted and that matter is still pending. L. FEES AND COSTS PAID TO THE TRUSTEE'S PROFESSIONALS. During the period from June 12, 1992 through December 31, 1997 (for fees and costs generally accrued through September 30, 1997),(73) Professionals employed by the Trustee have been allowed and paid the following fees and costs: AMOUNT ALLOWED AND PAID TO THE TRUSTEE'S PROFESSIONALS THROUGH DECEMBER 31, 1997
Professional Fees Costs Total Beus, Gilbert & Morrill(74) $55,471,942 $5,275,242 $60,747,184
- --------------- (73) The last period for which most of these Professionals have been paid ended on September 30, 1997; however, some of these Professional filed interim applications for the period from October 1, 1997 through January 31, 1998. In their most recent interim fee applications, CR&S sought an additional $157,818.83 in fees and costs; WG&M sought an additional $83,141.46 in fees and costs; and NED sought an additional $21,396.22 in fees and costs. A hearing on these interim fee applications was held as scheduled before the Bankruptcy Court on April 13, 1998 at which time each application was granted. (74) For a description of the contingent fee legal services rendered by BG&M, see Section X, I. of this Disclosure Statement. Also see footnotes 69 and 70 herein for information on BG&M's pending final fee and cost applications. Page 144 AMOUNT ALLOWED AND PAID TO THE TRUSTEE'S PROFESSIONALS THROUGH DECEMBER 31, 1997 (CONTINUED)
Professional Fees Costs Total Cohne, Rappaport & Segal(75) 3,490,086 220,562 3,710,648 Neilson, Elggren, Durkin & Co. 2,559,635 24,798 2,584,433 Weil, Gotshal & Manges 212,027 20,783 232,810 Bear Stearns & Co. Inc. 200,000 14,744 214,744 Cheney, Brock & Saudek 154,459 154,459 Hein + Associates 71,152 8,913 80,065 Murphy Weir & Butler 12,082 12,082 McEwen, Gisvold, Rankin, Carter & Streinz 5,408 355 5,763
For services provided from June 12, 1992 to approximately November 30, 1992 the law firm of Snell & Wilmer has sought or may seek the allowance of approximately $74,000.00 or more in fees and costs related to such firm's services in connection with transitioning the Debtor's case from the Debtor-in-possession to the Trustee. The Bankruptcy Court denied allowance of all of the requested fees and costs (through October 31, 1992); see 147 B.R. - --------------- (75) Cohne, Rappaport & Segal, P.C. ("CR&S"), the Trustee's general counsel, has undertaken the responsibility for general legal oversight and bankruptcy law administration throughout the Trustee's tenure. CR&S's duties encompassed supervision of all legal aspects of the bankruptcy case, including but not limited to the SEGAL (TRUSTEE) V. PORTLAND GENERAL, ET AL. litigation. CR&S also held primary responsibility for advising the Trustee on bankruptcy law issues which ranged from issues arising in the context of the SEGAL (TRUSTEE) V. PORTLAND GENERAL, ET AL. litigation to issues involved in administration of estate assets (such as sale or abandonment), resolution of claims disputes and negotiating, and formulating and drafting of the Trustee's Plan and this Disclosure Statement. Page 145 803 (Bankr. D. Utah 1992) and 196 B.R. 868 (Bankr. D. Utah 1996). Snell & Wilmer appealed that decision and on appeal the District Court indicated in its opinion dated February 12, 1998 and entered on February 18, 1998 that while all of the fees and costs sought by Snell & Wilmer for the period prior to June 12, 1992 were properly denied (and should be disgorged), Snell & Wilmer might be entitled to some of the post June 12, 1992 fees and costs, but remanded the matter to the Bankruptcy Court for further consideration of this particular issue.(76) Also see footnote 50 herein. Bear, Stearns & Co., Inc. has also been paid by the Estate a $100,000.00 retainer in connection with services provided by that company to the Trustee; such retainer would be credited against any final fee application amounts allowed by the Bankruptcy Court. From June 12, 1992 through January 31, 1998 the Trustee has been allowed and paid, based upon his hourly rate, fees(77) in the total sum of $934,472.00 and costs in the total sum of $32,010.72. - --------------- (76) On March 19, 1998 the Trustee entered into a settlement agreement with Snell & Wilmer which, if approved by the Bankruptcy Court, would result in the Estate paying Snell & Wilmer the sum of $73,915.08 in full satisfaction of Snell & Wilmer's aforesaid post June 12, 1992 Claim. A hearing on the Trustee's motion for approval of such settlement agreement was scheduled for April 17, 1998 and at that time the Bankruptcy Court approved the Settlement. (77) See 11 U.S.C. Section 326(a) and footnote 16 of this Disclosure Statement for the limitations on the compensation of a Chapter 11 trustee. Page 146 XI. FUTURE BUSINESS OF THE REORGANIZED DEBTOR A. BUSINESS PLAN PREPARED BY CURRENT MANAGEMENT.(78) As set forth in detail in Business Plan Prepared by Current Management attached hereto as Exhibit "3", current management of the Debtor believes that the Reorganized Debtor can continue to be profitably operated for the benefit of the holders of the common stock in the Reorganized Debtor. Specifically, current management believes (and the Trustee concurs) that the Debtor's present profitable businesses, such as power generation, oil and gas production and sale, and power plant operation and management, can continue to operate for the benefit of all stockholders of the Reorganized Debtor. For those reasons and several others, reorganizing the Debtor as a going concern is believed by the Trustee to be significantly more beneficial to the Estate's Creditors and Interestholders than liquidating the Debtor's assets. The Reorganized Debtor intends to take all reasonable actions to facilitate the listing of the common stock in the Reorganized Debtor (after the Reverse Stock Split) on a publicly recognized market such as the NASDAQ National Market System or the NASDAQ Small Cap Market. In order to facilitate such listing, the accounting firm of Hein + Associates has been retained and is preparing to complete audited financial statements for the Debtor and its Affiliates (for the last several years). Most of the audit work in - --------------- (78) The business plan is prepared by the current management of the Debtor or its operating subsidiaries. The business plan reflects the type of future business for the Reorganized Debtor that would be operated if conditions remained unchanged and if current management were to direct the future business operation of the Reorganized Debtor. HOWEVER, THE REORGANIZED DEBTOR'S FUTURE BUSINESS OPERATION IS TO BE DIRECTED BY AN INDEPENDENT BOARD OF DIRECTORS. Accordingly, such independent board, in the exercise of its business judgment, may choose not to follow the recommendations of current management and, therefore, the future business operations of the Reorganized Debtor may differ significantly from the future business operation discussed in the Business Plan Prepared by Current Management. Page 147 this regard has already been completed by Hein + Associates. There is, however, no assurance such listing will be obtained or that a publicly recognized market for the trading of the common stock of the Reorganized Debtor will be established.(79) Also see Section VI, I. of this Disclosure Statement. The Business Plan attached hereto as Exhibit "3" has been prepared by the Debtor's current management, not by the Trustee or his Professionals. The Trustee has reviewed the Business Plan and believes that it does not contain any material misstatements concerning the history of the Debtor or the present business status of the Debtor or its Affiliates. However, the Trustee cannot and does not make any representation concerning, verify or attest for the accuracy of the contents of the Business Plan or the ability of the Reorganized Debtor to achieve the projected results. THE BUSINESS PLAN IS PREPARED BY THE CURRENT MANAGEMENT OF THE DEBTOR OR ITS OPERATING SUBSIDIARIES. THE BUSINESS PLAN REFLECTS THE TYPE OF FUTURE BUSINESS FOR THE REORGANIZED DEBTOR THAT WOULD BE OPERATED IF CONDITIONS REMAINED UNCHANGED AND IF CURRENT - --------------- (79) The valuation of any equity securities such as the Plan Common Stock is subject to uncertainties and contingencies, all of which are difficult to predict. Actual market prices of the Reorganized Debtor's common stock following the Distribution Date (and after the Reverse Stock Split) will depend upon, among other things, the prices at which shares of companies in the same or similar lines of business then trade relative to the earnings of those companies, conditions in the financial markets, the anticipated initial securities-holding period of creditors, some of whom may prefer to liquidate their investment rather than hold it on a long-term basis, and other factors that generally influence the prices of securities. Actual market prices of the Reorganized Debtor's common stock (after the Reverse Stock Split) may also be affected by the Debtor's history in Chapter 11 and/or by other factors not possible to predict. Accordingly, the value established by the Bankruptcy Court at the Confirmation Hearing for the Plan Common Stock does not purport to be an estimate of the post- reorganization market trading value of the Reorganized Debtor's common stock after the Reverse Stock Split. Such trading value (after the Reverse Stock Split) may be materially different from the value discussed herein or that established by the Bankruptcy Court at the Confirmation Hearing. Page 148 MANAGEMENT WERE TO DIRECT THE FUTURE BUSINESS OPERATION OF THE REORGANIZED DEBTOR. HOWEVER, THE REORGANIZED DEBTOR'S FUTURE BUSINESS OPERATION IS TO BE DIRECTED BY AN INDEPENDENT BOARD OF DIRECTORS. ACCORDINGLY, SUCH INDEPENDENT BOARD, IN THE EXERCISE OF ITS BUSINESS JUDGMENT, MAY CHOOSE NOT TO FOLLOW THE RECOMMENDATIONS OF CURRENT MANAGEMENT AND, THEREFORE, THE FUTURE BUSINESS OPERATIONS OF THE REORGANIZED DEBTOR MAY DIFFER SIGNIFICANTLY FROM THE FUTURE BUSINESS OPERATION DISCUSSED IN THE BUSINESS PLAN. THE FINANCIAL PROJECTIONS BY MANAGEMENT HAVE NOT BEEN EXAMINED OR COMPILED BY THE TRUSTEE'S PROFESSIONALS OR BY INDEPENDENT ACCOUNTANTS. NEITHER THE TRUSTEE'S PROFESSIONALS NOR CURRENT MANAGEMENT MAKE ANY REPRESENTATION AS TO THE ACCURACY OF THESE PROJECTIONS OR THE ABILITY OF THE REORGANIZED DEBTOR TO ACHIEVE THE PROJECTED RESULTS. MANY OF THE ASSUMPTIONS ON WHICH THESE PROJECTIONS ARE BASED ARE SUBJECT TO SIGNIFICANT UNCERTAINTIES. INEVITABLY, SOME ASSUMPTIONS WILL NOT MATERIALIZE AND UNANTICIPATED EVENTS AND CIRCUMSTANCES MAY AFFECT THE ACTUAL FINANCIAL RESULTS. THEREFORE, THE ACTUAL RESULTS ACHIEVED THROUGHOUT THE PROJECTION PERIODS MAY VARY FROM THE PROJECTED RESULTS AND THE VARIATIONS MAY Page 149 BE MATERIAL. IT IS URGED THAT ALL OF THE ASSUMPTIONS BE EXAMINED CAREFULLY IN EVALUATING THE PLAN. MUCH OF THE INFORMATION CONTAINED IN THE BUSINESS PLAN IS, BY ITS NATURE, FORWARD LOOKING AND CONTAINS ESTIMATES, ASSUMPTIONS OR PROJECTIONS THAT MAY PROVE TO BE WRONG OR MATERIALLY DIFFERENT FROM THE ACTUAL RESULTS ACHIEVED BY THE REORGANIZED DEBTOR. NOTHING IN THE BUSINESS PLAN MAY BE USED FOR ANY PURPOSE OTHER THAN TO DETERMINE WHETHER TO VOTE IN FAVOR OF OR AGAINST THE PLAN. B. CURRENT MANAGEMENT. The current management for the Debtor and some of its Affiliates are as follows: PERSON TITLE Clark M. Mower President of Bonneville Pacific Corporation Steven H. Stepanek President of Bonneville Fuels Corporation Todd L. Witwer President of Bonneville Pacific Services Company, Inc. Steve Blackham Assistant Controller for Bonneville Pacific Corporation James Doherty Plant Manager for Bonneville Pacific Services Co., Inc. James O. Cable Vice President of Operations of Bonneville Fuels Corp. Kurby K. Bender Controller of Bonneville Fuels Corporation Roger Swenson V.P. of Energy Marketing for Bonneville Fuels Corp. The job descriptions and qualifications for each of the above- named persons are described in detail in the attached Business Plan. After the Effective Date the above officers or employees will continue to so serve until such time as the board of directors of the Reorganized Debtor directs otherwise. Page 150 Compensation (i.e., gross salary and bonus) paid by the Debtor or its Affiliates to current management is summarized as follows:
PERSON 1993 1994 1995 1996 1997 Clark M. Mower $145,000 $155,923 $156,462 $167,133 $172,545 Steven H. Stepanek 110,000 143,933 157,007 153,024 155,152 Todd L. Witwer 94,308 106,616 113,008 121,736 119,578 Steve Blackham 46,000 48,982 62,664 67,300 70,097 James Doherty 95,029 99,560 118,378 107,584 108,716 James O. Cable 82,732 89,997 94,039 100,323 106,484 Kurby K. Bender 75,796 79,194 79,603 85,612 88,892 Roger Swenson 63,713 80,369 84,990 83,511 86,902
As authorized by the Bankruptcy Court, certain key employees of Bonneville Fuels and BPSC have entered into employment contracts with their respective companies. The contracts, in addition to providing for severance benefits, also provide an incentive for certain employees to assist in confirming this Plan. If this Plan is confirmed, the following individuals will receive the following approximate "confirmation bonus" from Bonneville Fuels or BPSC:(80) APPROXIMATE PERSON CONFIRMATION BONUS Steven H. Stepanek $152,000.00 Todd L. Witwer 119,000.00 - --------------- (80) The confirmation bonus may, at the option of the employee, be taken in the form of either cash or the common stock of the Reorganized Debtor. Page 151 PERSON APPROXIMATE CONFIRMATION BONUS James Doherty 36,000.00 James O. Cable 70,000.00 Kurby K. Bender 44,000.00 Roger Swenson 40,000.00 Bonneville itself (as contrasted with Fuels and BPSC) does not have employment contracts with its employees. The board of directors for the Reorganized Debtor may, however, in its discretion, enter into employment contracts with the employees of the Reorganized Debtor and the board of directors of the Reorganized Debtor may elect to give incentives, including stock options, to the employees of the Reorganized Debtor or its subsidiaries. C. MANAGEMENT OF THE REORGANIZED DEBTOR. The Reorganized Debtor will have a seven (7) member board of directors. One director may be the Trustee. One director shall be Steven H. Stepanek, the current President of Bonneville Fuels Corporation. One director shall be selected by Wellhead Electric Company.(81) All other directors will be selected by the Trustee at his sole and exclusive discretion. Not later than ten (10) days prior to the commencement of the Confirmation Hearing the Trustee will file with the Bankruptcy Court a list (with their respective qualifications) of such board members; however, the Trustee anticipates that prior to the hearing on the adequacy of this Disclosure Statement he may supplement this Section and provide - --------------- (81) Pursuant to the December 31, 1997 Conditional Letter Agreement, Wellhead Electric Company ("Wellhead") was given the option of designating one director for the Reorganized Debtor's board. Wellhead, or Persons affiliated with Wellhead, will receive millions of shares of Plan Common Stock (before the Reverse Stock Split) because Wellhead, or Persons affiliated with Wellhead, own several million dollars worth of Claims in Classes 5, 6, and 9, own nearly one-half of the Claims in Class 8, own the entire Claim consisting of Class 10, and own several hundred thousand shares of Existing Common Stock. Page 152 further details as to the persons (and their qualifications) whom the Trustee has selected. All officers of the Reorganized Debtor will be elected by such board of directors; the board will also set the terms and conditions for such management's employment. After the Effective Date, the rights of the shareholders in the Reorganized Debtor to elect or remove directors, as set forth in Bonneville's by-laws, shall not be affected by the Plan. XII. CERTAIN RISK FACTORS OTHER SECTIONS OF THIS DISCLOSURE STATEMENT DISCUSS IN DETAIL SOME OF THE RISKS ASSOCIATED WITH THE PLAN OR THE REORGANIZED DEBTOR; ACCORDINGLY, THIS DISCLOSURE STATEMENT MUST BE READ IN ITS ENTIRETY. ADDITIONALLY, THE BUSINESS PLAN PREPARED BY CURRENT MANAGEMENT LISTS MANY OF THE RISKS INVOLVED IN THE BUSINESS OF THE REORGANIZED DEBTOR, AND THOSE RISKS ARE INCORPORATED HEREIN. CERTAIN OF THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT IS, BY ITS NATURE, FORWARD LOOKING, CONTAINS ESTIMATES AND ASSUMPTIONS AND PROJECTIONS THAT MAY PROVE TO BE WRONG OR THAT MAY BE MATERIALLY DIFFERENT FROM THE ACTUAL RESULTS ACHIEVED. THE BUSINESS PLAN PREPARED BY CURRENT MANAGEMENT (EXHIBIT "3" ATTACHED HERETO), THIS DISCLOSURE STATEMENT AND THE PLAN, INCLUDING THE INFORMATION INCORPORATED BY REFERENCE THEREIN, CONTAIN VARIOUS FORWARD-LOOKING STATEMENTS AND INFORMATION THAT ARE BASED ON CURRENT MANAGEMENT'S BELIEFS AND ASSUMPTIONS, AS WELL AS INFORMATION NOW Page 153 AVAILABLE TO CURRENT MANAGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE WORDS "BELIEVE," "ANTICIPATE," "ESTIMATE," "EXPECT" AND SIMILAR EXPRESSIONS, AS SOMETIMES USED IN THE BUSINESS PLAN, THE PLAN OR THIS DISCLOSURE STATEMENT, ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. ALL FORWARD-LOOKING STATEMENTS AND INFORMATION IN THE BUSINESS PLAN, THIS DISCLOSURE STATEMENT AND THE PLAN ARE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT"), AND ARE INTENDED TO BE COVERED BY THE SAFE HARBORS CREATED THEREBY. CLAIMANTS AND EQUITY HOLDERS ARE CAUTIONED THAT ALL FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES INCLUDING, WITHOUT LIMITATION, BUT NOT LIMITED TO, THE FACTORS SET FORTH UNDER THE CAPTION "RISK FACTORS" IN THIS DISCLOSURE STATEMENT. ALTHOUGH CURRENT MANAGEMENT BELIEVES THAT THE ASSUMP-TIONS UNDERLYING THE FORWARD-LOOKING STATEMENTS CONTAINED IN THE BUSINESS PLAN, THE PLAN OR THIS DISCLOSURE STATEMENT ARE REASONABLE, ANY OF THE ASSUMPTIONS COULD BE INACCURATE, AND THEREFORE THERE CAN BE NO ASSURANCE THAT SUCH FORWARD-LOOKING STATEMENTS WILL PROVE TO BE ACCURATE. IN LIGHT OF THE SIGNIFICANT UNCERTAINTIES INHERENT IN SUCH FORWARD-LOOKING STATEMENTS, THE INCLUSION OF SUCH INFORMATION SHOULD NOT BE REGARDED AS A REPRESENTATION BY THE DEBTOR, THE ESTATE, THE TRUSTEE, THE Page 154 TRUSTEE'S PROFESSIONALS, THE REORGANIZED DEBTOR, CURRENT MANAGEMENT OR ANY OTHER PERSON THAT THE OBJECTIVES AND PLANS OF THE REORGANIZED DEBTOR WILL BE ACHIEVED. Additional risk factors (i.e., risk factors in addition to those identified and discussed in other Sections of this Disclosure Statement or in the Business Plan Prepared by Current Management) which should be considered include but are not limited to the following: POST-PETITION TAXES. For a discussion of possible risks associated with the Estate's post-petition tax liability, especially for the calendar year ending December 31, 1997, see Section IV, C. 2 of this Disclosure Statement LIMITED WORKING CAPITAL. The Plan leaves the Reorganized Debtor with little working capital and, therefore, if additional cash is required the Reorganized Debtor will have to borrow to meet those cash requirements; it may or may not be possible for the Reorganized Debtor (or its subsidiaries) to obtain sufficient amounts of credit for working capital purposes. FUTURE CAPITAL REQUIREMENTS. The Reorganized Debtor's future business is likely to be capital intensive. The long-term growth of the Reorganized Debtor, which may involve the development and acquisition of additional power generation projects and/or oil and/or gas resources, will likely require the Reorganized Debtor to seek substantial funds through various forms of financing. There can be no assurance that the Reorganized Debtor will be able to arrange the financing needed for additional projects. If the Reorganized Debtor is unable to secure such financing, or if the terms of such financing are not satisfactory to the Reorganized Debtor, its business could be materially adversely affected. Page 155 NO DIVIDENDS. It is likely that the Reorganized Debtor will retain all earnings for the operation and expansion of its business and, therefore, it is not likely that the Reorganized Debtor will pay any cash dividends on the common stock of the Reorganized Debtor at any time in the foreseeable future. UNCERTAINTY AS TO VALUE OF STOCK IN THE REORGANIZED DEBTOR. Neither the Trustee, his Professionals, nor the Reorganized Debtor know at what price the common stock in the Reorganized Debtor (after the Reverse Stock Split) will trade if or when the common stock in the Reorganized Debtor trades on a publicly recognized market. The price at which the common stock of the Reorganized Debtor will trade in the future will likely be greatly affected by the success (or lack thereof) of management of the Reorganized Debtor to successfully implement the Business Plan or otherwise locate and develop other profitable business opportunities; also see footnote 79 herein. LIMITED MARKET FOR COMMON STOCK. The Debtor's Existing Common Stock is currently traded on a limited basis on the over- the-counter market and is quoted in the National Quotation Bureau's Pink Sheets. There can be no assurance that an active market will ever develop for the common stock of the Reorganized Debtor (after the Reverse Stock Split). The lack of an active market for the common stock of the Reorganized Debtor could have an adverse effect on (1) the Reorganized Debtor's plan to obtain a NASDAQ Listing; (2) on the ability of holders of the common stock of the Reorganized Debtor to liquidate their shares; and (3) on the ability of the Reorganized Debtor to raise additional capital in the future. FUTURE SALE OF COMMON STOCK. It is expected that the shares of common stock of the Reorganized Debtor (after the Reverse Stock Split) will be unrestricted securities. Accordingly, following the Page 156 Distribution Date of the Plan, substantially all of the common stock of the Reorganized Debtor then issued and outstanding could be resold in market or private transactions. The sale or attempted sale of significant numbers of shares of common stock of the Reorganized Debtor would likely have the effect of reducing the market price for such stock, adversely affecting a possible NASDAQ listing, or even if listed, a continued listing, and adversely affecting the ability of the Reorganized Debtor to raise additional capital if such additional capital is needed for continued operations or growth. UNCERTAINTY AS TO NASDAQ LISTING. The Reorganized Debtor will attempt to have its common stock (after the Reverse Stock Split) listed on either the NASDAQ National Market System or the NASDAQ Small Cap System. Even if the Reorganized Debtor meets all of the financial and market criteria for a NASDAQ listing, there can be no assurance that the Reorganized Debtor will ever be listed on either NASDAQ system. Whether a company is listed on a NASDAQ system is solely within the discretion of NASDAQ. POWER GENERATION RISK FACTORS. The Business Plan prepared by Current Management contains a detailed discussion of power generation risk factors, and that discussion is incorporated herein. Such discussions includes risks relating to: a) power project development and acquisition; b) capital requirements; c) competition; d) government regulation; e) restructuring of the domestic electric utility industry; f) energy price fluctuations and natural gas; g) international investments (particularly in Mexico); h) start-ups of power generation projects; i) general operating and environmental matters; j) impact of curtailment; and k) dependence on third parties. Page 157 OIL AND GAS RISK FACTORS. The Business Plan Prepared by Current Management contains a detailed discussion of oil and gas risk factors, and that discussion is incorporated herein. Such discussion includes risks relating to: a) reserve replacement; b) dependence on exploratory drilling activities; c) uncertainty of estimates of oil and natural gas reserves; d) marketability of production and price volatility; e) operating hazards and uninsurability of certain risks; f) competition; g) technological changes; and h) governmental regulation and environmental matters. OTHER RISKS. Any significant decline in general economic conditions could have a material, adverse effect on the Reorganized Debtor's business. If the Reorganized Debtor is not able to successfully renegotiate a power purchase agreement with KAI concerning the Kyocera Project, then the value of such project will be materially diminished. BECAUSE OF THESE AND OTHER RISK FACTORS THAT MAY AFFECT THE REORGANIZED DEBTOR'S FUTURE OPERATING RESULTS, PAST FINANCIAL PERFORMANCE OF THE DEBTOR OR ITS SUBSIDIARIES SHOULD NOT BE CONSIDERED AN INDICATOR OF FUTURE PERFORMANCE, AND THE POTENTIAL HOLDERS OF THE COMMON STOCK OF THE REORGANIZED DEBTOR SHOULD NOT USE THE DEBTOR'S HISTORICAL TRENDS TO ANTICIPATE RESULTS OR TRENDS FOR THE REORGANIZED DEBTOR IN FUTURE PERIODS. XIII. LIQUIDATION ALTERNATIVE THE TRUSTEE BELIEVES THAT IT IS IN THE BEST INTEREST OF THE ESTATE, ITS CREDITORS AND INTERESTHOLDERS TO REORGANIZE THE DEBTOR AS A GOING CONCERN. Page 158 At this time, the Trustee does NOT believe that the profitable businesses of the Debtor (and its subsidiaries) should be liquidated in a Chapter 11 or 7 proceeding. The Trustee believes that if the profitable businesses of the Debtor (and its subsidiaries) were now liquidated, holders of Claims or Interests in Classes 7, 8, 9, 10 and 11 would likely not receive as much present value as they will receive pursuant to the Plan.(82) Since the majority of the Debtor's assets have now been reduced to Cash (or its equivalent), the only assets of the Debtor which would likely be affected by a Chapter 7 liquidation would be the operating businesses of the Debtor, to wit, the NCA # 1 Power Project, Bonneville Fuels (and its subsidiaries), BPSC and the Kyocera Project. Such operating businesses are valued as set forth in Section III of this Disclosure Statement in excess of $60 million. If these same assets were liquidated in a Chapter 7 proceeding, the Trustee believes that the Estate would probably net substantially less than $60 million for the following reasons: 1. BPSC would lose its operation and maintenance contracts ("O&M Contracts") on the NCA # 1 and NCA # 2 power facilities, resulting in a net loss in value of approximately five to six million dollars. Specifically, by the terms of the O&M Contracts, BPSC or its contracts may not be sold apart from Bonneville as a going concern. If the Debtor or BPSC are liquidated, the O&M Contracts would likely be canceled thereby resulting in significant losses to the estate. - --------------- (82) It is arguable whether holders of Claims in Classes 1 through 6 would receive as much in a liquidation as they will receive pursuant to the Plan. However, it is likely that the holders of Claims in Classes 1 through 6 will more quickly receive their distributions if the Plan is Confirmed than if the Estate is liquidated. Additionally, if the Estate is liquidated there is a substantially better chance that competing groups of Creditors will litigate with one another over various Claim Allowance and distribution issues. Page 159 2. If the Debtor were to attempt to sell its interest in the NCA # 1 Power Project, then the owner of the other one-half interest in the Project, a subsidiary of Texaco (TCCCC), may argue that it had a right to reasonably approve the buyer of the Debtor's interest and that it had a right of first refusal (to match any price offered by a potential buyer). Such assertions by the subsidiary of Texaco would likely chill any competitive bidding for the project and, therefore, the Trustee believes that the liquidation value of the Debtor's interest in the NCA # 1 Project is significantly less than the value of such interest to an operating Reorganized Debtor. 3. The Estate would incur significant liquidation costs to sell its business assets. The Trustee estimates that additional attorneys' fees, sales related commissions and other fees or out- of-pocket costs to liquidate the Debtor's assets would be between two million ($2,000,000.00) and six million dollars ($6,000,000.00). Not only would liquidation of the Debtor's business assets result in a substantial loss to the Estate, its creditors and equity holders, but by liquidating the assets the Estate would forego several benefits of maintaining the businesses as a going concern. Such benefits include the following: 1. As discussed elsewhere in this Disclosure Statement, the Reorganized Debtor probably possesses substantial tax benefits (e.g., net operating loss carryforward) which could be used to shelter some of the income earned by the Reorganized Debtor. If the assets are liquidated such future tax benefit will be lost. 2. The independent power business is in the process of consolidating. The unique blend of the Debtor's operating businesses (i.e., a company that develops and operates power projects, along with an oil and natural gas producer which could supply the fuel to generate the electricity) may be the type of Page 160 company that a larger, well-capitalized entity might be interested in merging with or acquiring. If such an appropriate "strategic partner" were eventually located by the Reorganized Debtor then such may benefit the owners of the common stock in the Reorganized Debtor. 3. Over the last year natural gas prices in the region in which Bonneville Fuels produces have risen (approximately 85% of BFC's gross production revenue is from natural gas). This fact, combined with BFC's proven ability to locate and develop additional natural gas resources, indicates that it is possible (if natural gas prices continue to rise) that the future value of this part of the Debtor's business will be greater than its present value. Other factors that would likely result in a significant diminution in the value to be realized by certain Creditors and by the Interestholders if the Debtor were now to be liquidated would include: 1. The forced sale ("fire-sale") environment surrounding a liquidation; 2. Lower employee morale and possible loss of key personnel needed to maintain the value of the Debtor's existing businesses; 3. Additional administrative expenses involved in the appointment of a Chapter 7 trustee and other professionals to assist such Chapter 7 trustee in connection with the liquidation; 4. Additional costs of litigation concerning Claims (including their priority or allowance) or the post-petition interest issues if the Plan is not adopted; 5. In a Chapter 7 case there would be a new claim bar date and, therefore, it is possible that new claims could be filed against the Estate; 6. Possible adverse tax consequences (e.g., gains on the sales of the businesses); and 7. The substantial time which would elapse before Creditors or Interestholders would receive any distributions from the Page 161 Chapter 7 estate in respect to the Claims or Interests. Consequently, the Trustee believes that the Plan will provide a greater return to holders of Allowed Claims in all Classes(83) and to the Interestholders than would liquidation. For all of these reasons the Trustee believes that it is in the best interest of the Estate, its Creditors and its Interestholders to reorganize the Debtor's operating businesses instead of liquidating them. Specifically, the Trustee believes that the businesses should emerge from under the umbrella of bankruptcy as soon as possible so that the Reorganized Debtor, with its independent board of directors and the management chosen by that board, can take control of the business operations of the Reorganized Debtor in order to both maximize the value of the Debtor's existing businesses and to pursue future business opportunities for the benefit of the holders of the common stock of the Reorganized Debtor. XIV. SECURITIES LAW CONSIDERATIONS The planned issuance of securities in connection with the Plan raises several legal issues under the Bankruptcy Code ("Code") and securities laws, which are summarized, for informational purposes only, in this section. Under Section 1145 (a) of the Code, the issuance of securities to be distributed under the Plan, including the Plan Common Stock (subject to the Reverse Stock Split) and the Discretionary Notes, and the subsequent resale of such securities by entities that are not "underwriters" (as defined in Section 1145(b) of the Code) are not subject to the registration requirements of federal and state securities laws. - --------------- (83) Factor 4 above (litigation costs over Claims and/or post- petition interest issues) and factor 7 above (time delay) could negatively affect Creditors in Classes 1 through 4. Page 162 BECAUSE OF THE COMPLEX, SUBJECTIVE NATURE OF THE QUESTION WHETHER A PARTICULAR HOLDER MAY BE AN UNDERWRITER, THE TRUSTEE MAKES NO REPRESENTATION CONCERNING THE ABILITY OF ANY PERSON TO DISPOSE OF SHARES OF PLAN COMMON STOCK (SUBJECT TO THE REVERSE STOCK SPLIT) OR ANY DISCRETIONARY NOTES DISTRIBUTED UNDER THE PLAN. IN ADDITION, THE INSTRUMENT[S] EVIDENCING THE DISCRETIONARY NOTES OR THE DOCUMENT THAT ESTABLISHES THE TERMS THEREOF MAY CONTAIN PROVISIONS THAT RESTRICT OR INDICATE THE EXISTENCE OF RESTRICTIONS ON THE TRANSFERABILITY OF THE DISCRETIONARY NOTES. RECIPIENTS OF SECURITIES UNDER THE PLAN MUST CONSULT WITH THEIR OWN LEGAL COUNSEL CONCERNING THE LIMITATIONS ON THEIR ABILITY TO DISPOSE OF THOSE SECURITIES. FURTHER, RECIPIENTS OF SECURITIES UNDER THE PLAN MUST CONSULT WITH THEIR OWN ADVISORS FOR THE FEDERAL, STATE OR LOCAL SECURITIES CONSEQUENCES TO THEM UNDER THE PLAN. NEITHER THE DEBTOR, THE ESTATE, THE REORGANIZED DEBTOR, THE TRUSTEE NOR HIS PROFESSIONALS ARE PURPORTING IN ANY MANNER TO GIVE SECURITIES LAW RELATED ADVICE TO ANY RECIPIENT OF ANY SECURITIES ISSUED OR RETAINED PURSUANT TO THE PLAN. THE DISCUSSION SET FORTH BELOW IS INCLUDED FOR INFORMATIONAL PURPOSES ONLY AND MAY NOT BE USED FOR ANY PURPOSE OTHER THAN TO DETERMINE WHETHER TO VOTE IN FAVOR OF OR AGAINST THE PLAN. Page 163 A. THE SECURITIES TO BE ISSUED UNDER THE PLAN. 1. INITIAL ISSUANCE OF STOCK TO CREDITORS. Section 1145 of the Code provides that the securities registration requirements of federal, state and local laws do not apply to the offer or sale of securities issued by a debtor (or its successor) if (i) the offer or sale occurs under a plan of reorganization and (ii) the securities are transferred in exchange (or principally in exchange) for a claim against or interest in the debtor. Accordingly, under Section 1145 of the Code, the issuance of Plan Common Stock (subject to the Reverse Stock Split) and Discretionary Notes under the Plan ("Plan Securities") in exchange for a Claim against the Debtor or the Estate will be exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the "1933 Act") and from the registration requirements of any state securities laws. 2. RESALES OR TRANSFERS OF PLAN SECURITIES. Any person who is not an "underwriter" under Section 1145 of the Code or a "dealer" under the 1933 Act and who transfers Plan Securities received under the Plan need not comply with the registration requirements of the 1933 Act or of any state securities laws. The term "underwriter", as used in Section 1145, includes four categories of persons, which are referred to in this Disclosure Statement as "Controlling Persons", "Accumulators", "Distributors" and " Syndicators". "Dealers" and the four types of underwriters are discussed below. a. CONTROLLING PERSONS. "Controlling Persons" are persons who, after the Effective Date, have the power, whether direct or indirect and whether formal or informal, to control the management and policies of the Reorganized Debtor. Whether a person has such power depends on a number of factors, including the person's equity in the Reorganized Debtor relative to other equity holders, and whether the person, acting alone or in concert with others, has a contractual or Page 164 other relationship giving that person power over management policies and decisions. In order to transfer the Plan Securities without registration, a Controlling Person would be required to comply with the restrictions set forth in SEC Rule 144, other than the holding period requirement set forth in that Rule. The restrictions of Rule 144 are complicated. In general, in order for the resale of Plan Securities by a Controlling Person to be permissible under Rule 144, the Controlling Person must not sell during any three-month period, more than one percent of the Reorganized Debtor's common stock (or, if greater, the average weekly report volume of trading in such securities). b. ACCUMULATORS AND DISTRIBUTORS. "Accumulators" are persons who purchase a Claim against or Interest in Bonneville with a view to distribution of any Plan Securities to be received under the Plan in exchange for such Claim or Interest. "Distributors" are persons who offer to sell Plan Securities for the holders of those securities. In a 1986 SEC No-Action Letter (Manville Corp.), the SEC staff took the position that resales by Accumulators and Distributors of securities distributed under a plan are exempt from the registration requirements of the 1933 Act if made in "ordinary trading transactions". The SEC staff took the position that a transaction is an ordinary trading transaction if it is made on an exchange or in the over-the-counter market at a time when the issuer is a reporting company under the 1934 Act and does not involve any of the following factors: (i) concerted action by recipients of Plan Securities in connection with the sale of such securities, concerted action by distributors on behalf of one or more such recipients in connection with such sales, or both; Page 165 (ii) informational documents concerning the offering of the securities prepared or used to assist in the resale of such securities other than this Disclosure Statement and any supplements hereto and documents filed with the SEC by the issuer pursuant to the 1934 Act; or (iii) special compensation to brokers and dealers in connection with the sale of such securities designed as a special incentive to resell such securities, other than compensation that would be paid pursuant to arm's length negotiations between a seller and a broker or dealer, each acting unilaterally, and not greater than the compensation that would be paid for a routine similar- sized sale of a similar issue. c. SYNDICATORS. "Syndicators" are persons who offer to buy Plan Securities from the holders with a view to distribution, under an agreement made in connection with the Plan, with consummation of the Plan or with the offer or sale of securities under the Plan. d. DEALERS. "Dealers" are persons who engage either for all or part of their time, directly or indirectly, as agent, broker, or principal, in the business of offering, buying, selling, or otherwise dealing or trading in securities. Section 4(3) of the 1933 Act exempts transactions in the Plan Securities by dealers taking place more than 40 days after the Effective Date. Within the 40-day period after the Effective Date, transactions by dealers who are stockbrokers are exempt from the 1933 Act pursuant to Section 1145 (a) (4) of the Code, as long as the stockbrokers deliver a copy of this Disclosure Statement (and supplements hereto, if any, as ordered by the Court) at or before the time of delivery of Plan Securities to their customers. This requirement specifically applies to trading and other after-market transactions in such securities. Page 166 In this regard, however, in the 1986 SEC No-Action Letter (Manville Corp.), the staff of the SEC took the position that it would not recommend action if stockbrokers did not comply with the Disclosure Statement delivery requirements of Section 1145 (a) (4) as long as the issuer of the securities was a reporting person under the 1934 Act and was current and timely in its reporting obligations. The Reorganized Debtor does not intend to request a no- action letter from the SEC regarding any matter. EACH RECIPIENT OF PLAN SECURITIES SHOULD SATISFY ITSELF THROUGH CONSULTATION WITH ITS OWN LEGAL ADVISORS AS TO WHETHER ITS RESALES OR OTHER TRANSACTIONS IN PLAN SECURITIES ARE LAWFUL UNDER THE FEDERAL AND STATE SECURITIES LAWS. NEITHER THE TRUSTEE, THE TRUSTEE'S PROFESSIONALS, THE ESTATE, THE DEBTOR NOR CURRENT MANAGEMENT HAS RECEIVED ADVICE OR APPROVALS FROM THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION WITH RESPECT TO ANY MATTER DISCUSSED HEREIN. THIS DISCLOSURE STATEMENT HAS NOT BEEN APPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THE STATEMENTS CONTAINED HEREIN. B. SECURITIES REGISTRATION, QUOTATION AND LISTING 1. REGISTRATION AND REPORTING. Bonneville's Existing Common Stock is registered under Section 12 of the Securities Exchange Act Page 167 of 1934, as amended (the "1934 Act") and Bonneville is required to file reports with the Securities and Exchange Commission under Section 12(g) of the 1934 Act. During Bonneville's bankruptcy proceeding, Bonneville has fulfilled its 1934 reporting obligations through the filing of its monthly financial reports (as required by the Bankruptcy Court and the United States Trustee) on SEC Form 8-K. Subsequent to the Effective Date, the Reorganized Debtor will be required to file annual, quarterly, current and other reports with the Securities and Exchange Commission pursuant to the rules of the Securities and Exchange Commission. 2. LIMITED MARKET FOR SECURITIES ISSUED UNDER THE PLAN. As stated above, the Plan Securities will be issued pursuant to Section 1145 of the Bankruptcy Code, which generally provides that such securities are potentially transferable without registration, by parties other than "underwriters" as such term is defined in Section 1145 (b). Nonetheless, currently there is only a limited trading market for Bonneville's Existing Common Stock. Bonneville's Existing Common Stock is currently traded on the over-the counter market and quoted in the "Pink Sheets". The Reorganized Debtor intends to seek the listing of the Reorganized Debtor's common stock on the NASDAQ National Market System, or if the Reorganized Debtor's common stock is not accepted for listing on the NASDAQ National Market System, then the Reorganized Debtor will attempt to have its common stock listed on the NASDAQ Small Cap Market. There can be no assurance that the common stock of the Reorganized Debtor will be listed on either the NASDAQ National Market System or the NASDAQ Small Cap Market. Any such listing is within the complete discretion of NASDAQ. Also see Section VI, I. of this Disclosure Statement concerning the Reverse Stock Split. Page 168 XV. CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN The following discussion is a summary for general information purposes only of certain of the possible federal income tax consequences of the Plan. The summary is based on the Internal Revenue Code of 1986, as amended (the "Tax Code"), Treasury regulations promulgated and proposed thereunder, judicial decisions and published administrative rules, and pronouncements of the Internal Revenue Service (the "IRS") as in effect on the date hereof. Changes in such rules or new interpretations thereof may have retroactive effect and could therefore significantly affect the tax consequences described below. No rulings have been requested from the IRS and no legal opinions have been requested from counsel with respect to any of the tax aspects of the Plan. The federal, state, local, and other tax consequences of the Plan to the holders of Allowed Claims and the Interestholders may vary based upon the individual circumstances of each holder. In addition, this discussion does not address i) the federal income tax consequences of the Plan in respect of the CIGNA Claim (Class 10), ii) each and every aspect of federal income taxation that may be relevant to the holders of Allowed Claims or Interestholders, or iii) tax issues peculiar to certain types of taxpayers (such as traders or dealers in claims, dealers in securities, S corporations, life insurance companies, financial institutions, tax-exempt organizations and foreign taxpayers). No aspect of foreign, state, local, or estate and gift taxation is addressed. THE FOLLOWING SUMMARY IS NOT A SUBSTITUTE FOR CAREFUL TAX PLANNING AND IS NOT BASED UPON THE INDIVIDUAL CIRCUMSTANCES OF ANY PARTICULAR HOLDER OF AN ALLOWED CLAIM OR EQUITY INTEREST. ALL HOLDERS MUST CONSULT THEIR OWN TAX ADVISORS FOR THE FEDERAL, STATE, LOCAL, AND OTHER TAX Page 169 CONSEQUENCES PECULIAR TO THEM UNDER THE PLAN. NEITHER THE DEBTOR, THE ESTATE, THE REORGANIZED DEBTOR, THE TRUSTEE NOR HIS PROFESSIONALS ARE PURPORTING IN ANY MANNER TO GIVE TAX ADVICE OF ANY KIND TO THE CLAIMANTS OR INTERESTHOLDERS. THE DISCUSSION SET FORTH BELOW IS INCLUDED FOR GENERAL INFORMATION ONLY AND MAY NOT BE USED FOR ANY PURPOSE OTHER THAN TO DETERMINE WHETHER TO VOTE IN FAVOR OF OR AGAINST THE PLAN. A. CONSEQUENCES TO HOLDERS OF ALLOWED CLAIMS AND INTERESTHOLDERS. 1. HOLDERS OF ALLOWED CLAIMS IN CLASSES 1 THROUGH 4 AND CLASS 8. In general, a holder of an Allowed Other Priority Claim, Bank Debt Claim, Trade and Other Claim, Debenture Claim, or Deeply Subordinated Claim will recognize taxable income or loss upon the satisfaction of its Claim in accordance with the Plan in an amount equal to the difference between (i) the amount of Cash or the fair market value of Plan Common Stock received by such holder in respect of its Claim (excluding any Cash or Plan Common Stock received in respect of a Claim for accrued but unpaid interest), and (ii) the holder's adjusted tax basis in the Claim exchanged therefor (other than basis attributable to accrued but unpaid interest previously included in the holder's taxable income). See Section XV.A.7 -- Certain Federal Income Tax Consequences of the Plan; Treatment of Interest. The determination of the character of such income or loss as capital gain or loss or as ordinary income or loss will depend upon a number of factors, including, without limitation, the tax status of the holder, whether the Claim constitutes a capital asset in the hands of the holder, the amount of time the holder has held Page 170 the Claim, and whether and to what extent the holder has previously claimed a loss or bad debt deduction with respect to such Claim. 2. HOLDERS OF ALLOWED CLAIMS IN CLASSES 5 AND 6. In accordance with the Plan, a holder of an Allowed Prepetition Selling Debenture Claim or Post-petition Selling Debenture Claim is entitled to receive Plan Common Stock in order to compensate the holder (in whole or in part, as the case may be) for the economic loss previously sustained by such holder upon the sale or other disposition of Debentures. In general, a holder of such a Claim will recognize taxable income in an amount equal to the fair market value of any Plan Common Stock received in exchange for such Claim. The character of any such income generally will be determined by reference to the character of the prior allowable tax loss previously claimed by the holder. 3. HOLDERS OF ALLOWED CLAIMS IN CLASS 7. A holder of an Allowed Limited Partner Claim is entitled to receive Plan Common Stock in satisfaction of such Claim in accordance with the Plan. The federal income tax consequences of the receipt of Plan Common Stock by such a holder will depend upon the origin and nature of such Claim. Accordingly, holders of Allowed Limited Partner Claims must consult their own tax advisors. 4. HOLDERS OF ALLOWED CLAIMS IN CLASS 9. In accordance with the Plan, a holder of an Allowed Section 510(b) Equity Claim is entitled to receive Plan Common Stock in order to compensate the holder for the economic loss or diminution in value previously sustained by such holder in respect of common stock of the Debtor. If a holder of such a Claim previously sold or otherwise disposed of the securities that are the basis for the holder's Claim, the federal income tax consequences to such holder of the receipt of Plan Common Stock in satisfaction of such Claim pursuant to the Plan Page 171 generally should be the same as the consequences (discussed above) to a holder of an Allowed Prepetition Selling Debenture Claim or Post-petition Selling Debenture Claim upon the receipt of Plan Common Stock pursuant to the Plan (see Section XV, A.2 of this Disclosure Statement -- Certain Federal Income Tax Consequences of the Plan; Holders of Allowed Claims in Classes 5 and 6). Although not free from doubt, if a holder of such a Claim still owns the securities (Existing Common Stock) that are the basis for the holder's Claim, such holder should (i) not recognize taxable gain or loss upon the receipt of Plan Common Stock in satisfaction of such Claim in accordance with the Plan, (ii) be required to reduce its tax basis in the securities that are the basis of the holder's Claim by an amount equal to the fair market value of the Plan Common Stock received in satisfaction thereof on the date of receipt thereof, and (iii) have a tax basis in the Plan Common Stock equal to the fair market value of such Plan Common Stock received in satisfaction thereof on the date of receipt thereof. Holders of such an Allowed Section 510(b) Equity Claim must consult their own tax advisors. 5. HOLDERS OF ALLOWED CIGNA CLAIM IN CLASS 10. The holder of such Claim must consult with its own tax advisors. 6. HOLDERS OF EQUITY INTERESTS IN CLASS 11. A holder of an Equity Interest generally will not recognize taxable gain or loss because of the Plan. The adjusted tax basis and holding period of such Existing Common Stock should remain unaffected by the Plan. 7. TREATMENT OF INTEREST. In the case of a cash basis holder of an Allowed Claim, any Cash or Plan Common Stock received by such holder that is allocable to a Claim for accrued but unpaid interest will be includable in such holder's income as interest income. In the case of an accrual basis holder of an Allowed Claim, any Cash Page 172 or Plan Common Stock received by such holder that is allocable to a Claim for accrued but unpaid interest will, to the extent not previously included in income, be includable in such holder's income as interest income. A holder that previously included in income accrued but unpaid interest attributable to a Claim, and has not subsequently deducted such interest, will be allowed a deduction to the extent such accrued but unpaid interest is not satisfied in full. 8. DISPUTED CLAIMS RESERVE. Because the Plan provides that any net earnings of the Disputed Claims Reserve will be payable to the Reorganized Debtor, any income earned in respect of the Disputed Claims Reserve will be reported to the Reorganized Debtor. There is no assurance, however, that the IRS will not take a contrary position in respect of the taxation of income earned by the Disputed Claims Reserve. Under section 468B(g) of the Tax Code, amounts earned by an escrow account, settlement fund or similar fund must be subject to current tax. The manner by which this is done is to be prescribed in Treasury regulations providing for the taxation of such an account or fund as a grantor trust or otherwise. Although certain Treasury regulations have been issued under this section of the Tax Code, no Treasury regulations have been promulgated to address the tax treatment of such an account or fund in the bankruptcy context. Thus, depending upon the facts, such an account or fund possibly could be treated as a separately taxable trust, as a grantor trust, or otherwise. B. BACKUP WITHHOLDING. Some distributions under the Plan to holders of Allowed Claims may be subject to withholding. Under the Tax Code, reportable payments (e.g., interest payments) may, under certain circumstances, Page 173 be subject to backup withholding at a rate of 31%. Backup withholding may apply if a holder (i) fails to furnish its social security number or other taxpayer identification number ("TIN"); (ii) furnishes an incorrect TIN; (iii) fails properly to report interest and dividends; or (iv) under certain circumstances, fails to provide a certified statement, signed under penalty of perjury, that the TIN provided is its correct number and that it is not subject to backup withholding. Backup withholding is not an additional tax but merely an advance payment, which may be refunded to the extent it results in an overpayment of tax. Certain persons are exempt from backup withholding, including, in certain circumstances, corporations and financial institutions. Also see Article 5.5 of the Plan. C. CONSEQUENCES TO DEBTOR. 1. UTILIZATION OF BUILT-IN LOSSES. Pursuant to section 382 of the Tax Code, whenever there is a more than 50% ownership change of a corporation during a three-year testing period, the ability of the loss corporation to utilize its net operating losses generally is limited on an annual basis to the product of the fair market value of the corporate equity immediately before the ownership change and the "long-term tax-exempt rate," which is published monthly by the IRS. In addition to limiting the utilization of net operating losses, the annual limitation imposed by section 382 also applies to any built-in loss that is recognized (the "recognized built-in loss") during the five-year period beginning on the change date (the "recognition period"). For this purpose, the term recognized built-in loss means any loss recognized during the recognition period on the disposition of any asset except to the extent that it is established that (i) such asset was not held immediately before the change date, or (ii) such loss exceeds the excess (if any) of the adjusted basis of such asset on the change Page 174 date, over the fair market value of such asset on such date. Moreover, any amount which is allowable as a deduction during the recognition period but which is attributable to periods before the change date shall be treated as a recognized built-in loss for the taxable year for which it is allowable as a deduction. The annual limitation on recognized built-in losses for any recognition period taxable year shall apply only to the extent that such losses do not exceed the "net unrealized built-in loss" (as defined in section 382(h) of the Tax Code) immediately before the change date, reduced by recognized built-in losses for prior taxable years ending in the recognition period. If the amount of the net unrealized built-in loss is not greater than the lesser of $10 million or 15% of the fair market value of the corporation immediately before the change date, then the net unrealized built-in loss of the corporation is presumed to be zero. Bonneville may have experienced an ownership change within the meaning of section 382 on July 1, 1997. Although the Debtor did not have, or had an insignificant, net operating loss at the time of such ownership change, the Debtor did have built-in losses at that time. To the extent such built-in losses are recognized during the recognition period, they will be subject to the annual limitation imposed by section 382. In this regard, the Trustee believes that certain amounts paid under the Plan to the holders of Allowed Claims that otherwise would give rise to a tax deduction will be treated as built-in losses subject to the annual limitation imposed by section 382. In addition to the ownership change that may have occurred on July 1, 1997, the Debtor will likely experience a second ownership change in connection with the implementation of the Plan; however, the second ownership change should not further limit the Reorganized Debtor's ability to utilize tax losses or deductions. Page 175 2. CONSOLIDATED RETURN ITEMS. The confirmation of the Plan may result in the recognition of income or loss attributable to the existence of deferred intercompany transactions, excess loss accounts or similar items. The Trustee, however, does not believe that the consequences of such items (if any) would have a material effect on the Debtor or the Reorganized Debtor. XVI. VOTING PROCEDURES AND REQUIREMENTS A. BALLOTS AND VOTING DEADLINES. Ballots to be used for voting to accept or reject the Plan, together with a return envelope, are enclosed with all copies of the Disclosure Statement mailed to Creditors or Interestholders who are entitled to vote. BEFORE COMPLETING YOUR BALLOT, PLEASE READ CAREFULLY THE VOTING INSTRUCTION SHEET THAT ACCOMPANIES THE BALLOT. Please use only the Ballot that accompanies this Disclosure Statement. WHEN YOU VOTE AND RETURN YOUR BALLOT, PLEASE INDICATE THE CLASS OR CLASSES IN WHICH YOUR CLAIMS OR INTERESTS ARE CLASSIFIED (IF NOT ALREADY SO INDICATED ON THE BALLOT) BY MARKING THE APPROPRIATE SPACE PROVIDED ON YOUR BALLOT FOR SUCH PURPOSE. ALL CLASSES ARE ENTITLED TO VOTE. The Bankruptcy Court has directed that, in order to be counted for voting purposes, Ballots for the acceptance or rejection of the Plan must be received by 5:00 p.m. Mountain Daylight Savings Time on August 17, 1998. IF YOU HAVE CLAIMS OR INTERESTS IN MORE THAN ONE CLASS (OR SEVERAL CLAIMS IN ONE CLASS) YOU SHOULD FILL OUT A SEPARATE BALLOT FOR EACH CLASS OF CLAIM OR INTEREST OR EACH CLAIM Page 176 IN THE CLASS. ACCORDINGLY, YOU MAY RECEIVE MORE THAN ONE BALLOT, EACH OF WHICH SHOULD BE COMPLETED AND RETURNED TO THE TRUSTEE. Please vote and return your Ballot(s) to: Roger G. Segal, Trustee Cohne, Rappaport & Segal, P.C. 525 East 100 South, Suite 500 Salt Lake City, Utah 84102 (or hand-deliver your Ballot to the Trustee at 525 East 100 South, # 500, Salt Lake City, Utah). If you mail your Ballot, you must mail it several days before the deadline so that it will be timely received by the Trustee. If you have any questions about the procedure for voting, or if you did not receive a Ballot, received a damaged Ballot or lost your Ballot, please write to: Vernon L. Hopkinson Cohne Rappaport & Segal, P.C. 525 East 100 South, # 500 Salt Lake City, Utah 84102 TO BE COUNTED, YOUR BALLOT MUST BE RECEIVED BY THE TRUSTEE BY 5:00 P.M. MOUNTAIN DAYLIGHT SAVINGS TIME ON AUGUST 17, 1998. ANY EXECUTED BALLOT WHICH DOES NOT INDICATE AN ACCEPTANCE OR REJECTION OF THE PLAN MAY NOT BE COUNTED, BUT YOU MAY BE DEEMED TO HAVE ACCEPTED THE PLAN. THE TRUSTEE BELIEVES THE PLAN PROVIDES THE BEST POSSIBLE RECOVERIES TO BONNEVILLE'S CREDITORS AND INTERESTHOLDERS. THE TRUSTEE BELIEVES THAT THIS PLAN IS IN THE BEST INTERESTS OF EACH AND EVERY Page 177 CLASS OF CREDITORS AND THE INTERESTHOLDERS AND, THEREFORE, THE TRUSTEE RECOMMENDS THAT ALL CREDITORS AND INTERESTHOLDERS VOTE TO ACCEPT THE PLAN. YOUR BALLOT MAY INCORPORATE BY REFERENCE THE CLAIM AMOUNT THAT HAS BEEN CALCULATED BY THE TRUSTEE IN ACCORDANCE WITH THE CLAIM CALCULATION METHODOLOGY SET FORTH IN THE PLAN;(84) SPECIFICALLY, THE BALLOTS INCORPORATE BY REFERENCE THE CLAIM AMOUNT SET FORTH ON PLAN EXHIBITS "D", "E", "F", "G", "H" AND "I". EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE PLAN (OR PLAN EXHIBITS "A" THROUGH "I"), BY INCLUDING SUCH CLAIM AMOUNT THE TRUSTEE IS NOT ADMITTING THAT YOU HAVE A CLAIM IN THE STATED AMOUNT, AND IS NOT WAIVING THE RIGHT TO OBJECT TO YOUR VOTING OF THE CLAIM IN SUCH AMOUNT. You may possess Claims or Interests in more than one Class or you may possess more than one Claim within a Class; accordingly, you may receive more than one Ballot. In the event you receive more than one Ballot, you should complete and return EACH Ballot. The Indenture Trustee for the Debenture is NOT authorized to vote on the Plan and, therefore, each Current Debenture holder (Class 4) must submit their own Ballots. - --------------- (84) Any Claimant objecting to the amount or method in which the Claim was calculated must file a timely objection with the Bankruptcy Court, as specified in the Plan and footnotes 18, 19, 20 and/or 24 of this Disclosure Statement. Page 178 B. PARTIES IN INTEREST ENTITLED TO VOTE. All Classes are entitled to vote. Although the Trustee's Plan treats Classes 1, 2, 3, 4 and 11 as unimpaired, as set forth in Article 10.4 of the Plan each holder of a Claim or Interest on the Record Date in CLASSES 1, 2, 3, 4 AND 11 SHALL BE ENTITLED TO VOTE in order to, among other things, advise the Bankruptcy Court whether the Claimants or Interestholders in each Class support (accept) the Plan. Further, if the Bankruptcy Court determines that one or more of Classes 1, 2, 3, 4 or 11 are impaired, then the vote of such Class shall be counted to determine if such Class has voted to accept or to reject the Plan. It is important that all Creditors and Interestholders exercise their right to vote to accept or reject the Plan. Even if Creditors or Interestholders do not vote or vote to reject the Plan, Creditors or Interestholders may be bound by the Plan if it is accepted by the requisite holders of Claims or Interests in that Class; if you do not vote, you may be deemed to have accepted the Plan. Unimpaired Classes are conclusively presumed to have accepted the Plan. All holders of Claims are entitled to vote to accept or reject the Plan if such Claim is Allowed as set forth in Article 1.5 of the Plan. ANY CLAIM AS TO WHICH AN OBJECTION HAS BEEN FILED IS NOT ENTITLED TO VOTE UNLESS THE BANKRUPTCY COURT, UPON APPLICATION OF THE CLAIM HOLDER OR THE TRUSTEE, TEMPORARILY ALLOWS SUCH CLAIM IN AN AMOUNT THAT THE BANKRUPTCY COURT DEEMS PROPER FOR THE PURPOSE OF VOTING ON THE ACCEPTANCE OR REJECTION OF THE PLAN. The Trustee did file a motion pursuant to Rule 3018 (a) to temporarily allow the contingent and unliquidated claims in Classes 5, 6, 7, and 9 so that the Claimants in Classes 5, 6, 7, and 9 could vote; the Bankruptcy Page 179 Court granted the motion and therefore such Claimants may vote their Claims in an amount that has been calculated by the Trustee in accordance with the Claim calculation methodology set forth in the Plan. See the Order of the Bankruptcy Court which is attached to this Disclosure Statement as Exhibit 4. However, if any Claimant wishes to seek the temporary allowance of its Claim for voting purposes in an amount different than that temporarily allowed by the Bankruptcy Court as requested by the Trustee, then such Claimant must file its own Rule 3018(a) motion, serve such motion (with a notice of hearing thereon) on the Trustee's general counsel, the Trustee's special plan counsel and on the United States Trustee and have such motion heard by the Bankruptcy Court not more than ten (10) days prior to the start of the Confirmation Hearing. A vote may be disregarded if the Bankruptcy Court determines, after notice and a hearing, that such vote was not solicited or procured in good faith or in accordance with the provisions of the Bankruptcy Code. CF. 11 U.S.C. Section 1126(e). The allowance of any Claim for purposes of voting on the Plan shall not constitute an allowance of the Claim for purposes of receiving any distribution pursuant to the Plan. Similarly, unless otherwise expressly provided in the Plan or one of the Plan exhibits, any references in the Plan or Disclosure Statement to any Claims or Interests shall not constitute an admission of the existence, nature, extent or allowableness of any Claims or Interests. Unless otherwise permitted by the Bankruptcy Court before the start of the Confirmation Hearing, if a party required to file a Proof of Claim has failed to do so, such Claimant is forever barred, estopped and enjoined from asserting a claim against Bonneville, its Estate or its property and Bonneville, its Estate and the Page 180 Reorganized Debtor shall be forever discharged from any liability with respect to that Claimant and the Claimant shall not be permitted to vote on the Plan or participate in any distribution under the Plan on account of the Claim. The Plan provides that no filed or scheduled Claim can be amended upwards after the Bankruptcy Court's approval of this Disclosure Statement without the written consent of the Trustee, and any attempt to so amend a Claim shall be null and void. The Record Date for determining which holders of the Existing Common Stock and which holders of the Current Debenture Claims are entitled to vote on the Plan shall be July 2, 1998. THE INDENTURE TRUSTEE FOR THE DEBENTURE IS NOT AUTHORIZED TO VOTE ON THE PLAN AND, THEREFORE, EACH HOLDER OF A CURRENT DEBENTURE CLAIM (CLASS 4) MUST TIMELY SUBMIT THEIR OWN BALLOTS. C. VOTE REQUIRED FOR CLASS ACCEPTANCE. The Bankruptcy Code requires that each class of claims or equity interests that is impaired under a plan accept the plan, or that the plan be confirmable over the impaired class' rejection pursuant to Section 1129(b) of the Bankruptcy Code. The Bankruptcy Code defines acceptance of a plan by a class of creditors as acceptance by holders of two-thirds in dollar amount and more than one-half in number of the claims in that class. Holders of Claims in Classes that fail to vote may be deemed to have accepted the Plan. A vote may be disregarded by the Bankruptcy Court if it determines, after notice and a hearing, that such acceptance or rejection was not made or not solicited or procured in good faith or in accordance with the provisions of the Bankruptcy Code. Page 181 XVII. CONFIRMATION AND CONSUMMATION PROCEDURE A. CONFIRMATION HEARING. Section 1128(a) of the Bankruptcy Code requires the Bankruptcy Court, after notice, to hold a hearing on confirmation of a Chapter 11 plan (the "Confirmation Hearing"). Section 1128(b) provides that any party in interest may object to confirmation of a plan. The Confirmation Hearing for the Plan has been scheduled for August 26, 1998 at 9:00 o'clock a.m. in the Courtroom of the Honorable John H. Allen, United States Bankruptcy Court, Frank E. Moss Federal Courthouse, 350 South Main Street, Salt Lake City, Utah 84101. The Confirmation Hearing may be adjourned or continued from time to time by the Bankruptcy Court without further notice except for an announcement at the adjournment of the date for the continued Confirmation Hearing. Any objection to Confirmation must be timely made (i.e., by not later than August 17, 1998) in writing and specify in detail the name and address of the objector, all factual and legal grounds for the objection, the amount of the Claim or Interestholder held by the objector, and the actual amount paid by the objector for each Claim or Interest possessed by the objector. Any such objection must be a) actually filed with the Bankruptcy Court (350 South Main Street, Salt Lake City, Utah 84101), and b) actually received by i) the Trustee's General Counsel (Vernon L. Hopkinson of Cohne, Rappaport & Segal, P.C., 525 East 100 South, # 500, Salt Lake City, Utah 84102), ii) the Trustee's Special Plan Counsel (Martin J. Bienenstock of Weil, Gotshal & Manges, L.L.P., 767 Fifth Avenue, New York, New York 10153), and iii) the United States Trustee (9 Exchange Place, Salt Lake City, Utah 84111) by no later than August 17, 1998. Objections to Confirmation of the Plan are governed by Bankruptcy Rule 9014. If an objection is filed, the Page 182 Trustee may request an order from the Bankruptcy Court expediting discovery. UNLESS AN OBJECTION TO CONFIRMATION IS DETAILED AS SET FORTH ABOVE AND IS TIMELY SERVED AND FILED, IT MAY NOT BE CONSIDERED BY THE BANKRUPTCY COURT. B. REQUIREMENTS FOR CONFIRMATION OF THE PLAN. At the Confirmation Hearing, the Bankruptcy Court may confirm the Plan only if all the applicable requirements of Section 1129 of the Bankruptcy Code are met. Among the requirements for confirmation of a plan are that the plan be accepted by all impaired classes of claims and equity interests or, if rejected by an impaired class, that the plan "does not discriminate unfairly" and is "fair and equitable" as to such class. With respect to each impaired class of claimants or equity interestholders, confirmation of a plan requires that each impaired claimant or interestholder either a) accept the plan or, among other things, b) receive or retain under the plan property of a value, as of the effective date of the plan, that is not less than the value such claimant or interestholder would receive or retain if the debtor were liquidated under Chapter 7 of the Bankruptcy Code on the effective date of the plan. See Section XIII of this Disclosure Statement for a discussion of a Chapter 7 liquidation for the Debtor. Section 1129 of the Bankruptcy Code should be read in its entirety for all issues relating to the Confirmation of the Plan. If any impaired Class does not accept the Plan, then the Trustee may seek confirmation of the Plan notwithstanding such non-acceptance pursuant to 11 U.S.C. Section 1129(b), (the "cramdown" provision of the Bankruptcy Code). To obtain such Confirmation, it must be demonstrated to the Bankruptcy Court that the Plan "does not discriminate unfairly" and is "fair and equitable" with respect to Page 183 such impaired Class. The Bankruptcy Code establishes different "fair and equitable" tests for impaired classes of unsecured claims and equity interests as follows: 1. Unsecured Claims: Either: a) each holder of an impaired unsecured claim receives or retains under the plan property of a value equal to the amount of the allowed unsecured claim; or b) the holders of claims or interests that are junior to the claims of the dissenting class will not receive or retain any property under the plan. 2. Equity Interests: Either: a) each holder of an equity interest receives or retains under the plan property of a value equal to the greater of (i) the fixed liquidation preference or redemption price, if any, of such equity interest or ii) the value of the equity interest; or b) the holders of interests that are junior to such equity interest will not receive any property under the plan. THE TRUSTEE MAY SEEK CONFIRMATION OF THE PLAN IF ONE OR MORE IMPAIRED CLASSES FAIL TO ACCEPT THE PLAN. The Bankruptcy Code also requires that confirmation of a plan is not likely to be followed by the liquidation or the need for further financial reorganization of the reorganized debtor. 11 U.S.C. Section 1129(a)(11). In the Trustee's opinion, this criteria is clearly satisfied in that the Plan will leave the Reorganized Debtor with sufficient assets, with little if any debt, and, as set forth in the Business Plan Prepared by Current Management (see Exhibit "3" attached hereto), the Reorganized Debtor should be operating at a profit on and after the Effective Date. - --------------- (85) These financial projections by management have not been examined or compiled by independent accountants. NEITHER THE TRUSTEE, HIS PROFESSIONALS, CURRENT MANAGEMENT, THE DEBTOR, THE ESTATE NOR THE REORGANIZED DEBTOR MAKE ANY REPRESENTATION AS TO THE ACCURACY OF THESE PROJECTIONS OR THE ABILITY OF THE REORGANIZED DEBTOR TO ACHIEVE THE PROJECTED RESULTS. Many of the assumptions on which these projections are based are subject to significant uncertainties. Inevitably, some assumptions will not materialize and unanticipated events and circumstances may affect the actual financial results. Therefore, the actual results achieved throughout the projection periods may vary from the projected results and the variations may be material. It is urged that all of the assumptions be examined carefully in evaluating the Plan. Neither Neilson, Elggren, Durkin & Co. , the accountants for the Trustee, nor Hein + Associates (auditors), prepared the projected financial statements. Page 184 C. EFFECT OF CONFIRMATION ORDER. Except as provided in the Plan, the Confirmation Order may (as detailed in the Plan) be a judicial determination of a full and complete discharge of the Debtor and its Estate from all debts of any kind whatsoever that arose before the Effective Date and any liability on a Claim that is determined under Section 502 of the Bankruptcy Code as if such Claim had arisen before the Effective Date, whether or not a Proof of Claim based on any such debt or liability is filed under Section 501 of the Bankruptcy Code and whether or not a Claim based on such debt or liability is allowed under Section 502 of the Bankruptcy Code. D. CONSUMMATION. The Plan will be consummated upon completion of the actions to be taken by the Trustee, the Estate, the Debtor and the Reorganized Debtor as set forth in the Plan. The "Effective Date" of the Plan shall occur on the first Business Day the Trustee files with the Bankruptcy Court a declaration that each condition precedent to the Effective Date of the Plan (see Plan Article IX) has been satisfied or waived by the Trustee. XVIII. CONCLUSION This Disclosure Statement only summarizes some of the terms and conditions of the Trustee's Plan; THE PLAN ITSELF (which is attached hereto as Exhibit "1") MUST BE READ IN ITS ENTIRETY for Page 185 all terms and conditions. If any inconsistencies exist between the Plan and this Disclosure Statement, the terms of the Plan control. For a summary of the classification and treatment of Claims and Interests under the Plan, see the table at pages 18 and 19 of this Disclosure Statement. The Trustee was appointed SUA SPONTE by the Bankruptcy Court almost six (6) years ago. During that time, with the vigilance of the Bankruptcy Court and with the efforts of the Trustee, his Professionals and current management, Bonneville has grown from a fraud-plagued company with few viable assets and little prospect of material distribution to most Creditors, to a legitimate, profitable company that can now make very significant distributions to its Creditors and retain value for its Interestholders. It is now time for Bonneville to leave Chapter 11. Accordingly, after many months of negotiation the Trustee reached a consensus among a broad spectrum of Creditors (as set forth in the December 31, 1997 Conditional Letter Agreement) and, therefore, the Trustee has proposed this Plan which he believes is fair and equitable to all Creditors and Interestholders. THE TRUSTEE BELIEVES THAT THE PLAN IS IN THE BEST INTEREST OF ALL CREDITORS AND INTERESTHOLDERS IN THAT THE PLAN WILL MAXIMIZE THE ULTIMATE RETURNS FOR ALL PARTIES-IN-INTEREST. THE TRUSTEE THEREFORE URGES ALL CREDITORS AND INTERESTHOLDERS TO VOTE TO ACCEPT THE PLAN and return their Ballots on or before the August 17, 1998 voting deadline. DATED this 22nd day of April, 1998, as amended on June 19, 1998. /s/ Roger G. Segal ROGER G. SEGAL, Chapter 11 Trustee for the Estate of Bonneville Pacific Corporation Page 186 COHNE, RAPPAPORT & SEGAL, P.C. By: /s/ Vernon L. Hopkinson Vernon L. Hopkinson Daniel J. Torkelson General Counsel for the Trustee EX-99 2 TRUSTEE'S PLAN DISCLOSURE STATEMENT (AMENDED) EXHIBIT "1" Trustee's Amended Chapter 11 Plan for the Estate of Bonneville Pacific Corporation (with attachments) Dated April 22, 1998 (as amended on June 19, 1998) Vernon L. Hopkinson (3656) Daniel J. Torkelson (4426) COHNE, RAPPAPORT & SEGAL, P.C. 525 East 100 South, Suite 500 Salt Lake City, Utah 84102 Telephone: (801) 532-2666 General Counsel for the Trustee Martin J. Bienenstock WEIL GOTSHAL & MANGES, L.L.P. 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Special Plan Counsel for the Trustee IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF UTAH, CENTRAL DIVISION - ------------------------------------------------------------------ In re: ) ) Bankruptcy No. 91A-27701 BONNEVILLE PACIFIC CORPORATION, ) (Chapter 11) ) Debtor. ) (Honorable John H. Allen) - ----------------------------------------------------------------- TRUSTEE'S AMENDED CHAPTER 11 PLAN FOR THE ESTATE OF BONNEVILLE PACIFIC CORPORATION DATED APRIL 22, 1998 Roger G. Segal, the duly appointed, qualified and acting Chapter 11 Trustee for the Estate of Bonneville Pacific Corporation, proposes the following Plan pursuant to 11 U.S.C. Section 1106(a)(5) and other provisions of the Bankruptcy Code: ARTICLE I DEFINITIONS Unless the context otherwise requires, the following terms shall have the following meanings when used in initially capitalized form in this Plan. Such meanings shall be equally applicable to both the singular and plural forms of such terms. Any term used in this Plan that is not defined herein, but that is used in the Bankruptcy Code, shall have the meaning ascribed to such term in the Bankruptcy Code. Additionally, the rules of construction contained in Section 102 of the Bankruptcy Code apply to the construction of this Plan. 1.1 "Administrative Claim" means any Claim payable in the ordinary course of the Estate's business (including post-petition taxes) or any Claim Allowed by the Bankruptcy Court for the payment of any administrative cost or expense specified in Section 503(b) of the Bankruptcy Code that is entitled to a priority in payment under Section 507(a)(1) of the Bankruptcy Code. Such Claim shall also include any fees and costs allowed by the Bankruptcy Court, after notice and hearing, for post-petition services provided by the Indenture Trustee for services related to the Debtor. 1.2 "Affiliate" means, with respect to the Debtor, an affiliate of the Debtor as the term "Affiliate" is defined in Section 101(2) of the Bankruptcy Code. 1.3 "Aggregate Claims Amount" means, with respect to any Class or Classes of Claims, the total amount (including Estimated Amounts for distribution purposes of any Contingent, Disputed or unliquidated Claims) of Claims, including Disputed Claims (but excluding Disallowed Claims), in such Class or Classes. Page 2 1.4 "Allowed" or "Allowed Amount" means the dollar amount of an Allowed Claim as calculated pursuant to this Plan; provided, however, that 1) the Allowed Amount of a Claim shall not exceed the Estimated Amount of such Claim for distribution purposes as determined by the Bankruptcy Court or, where required, the District Court, pursuant to an Estimation Order and 2) the Allowed Amount (i.e., the method for the calculation of the amount of any Allowed Claim) of any Claim in any particular Class means the amount calculated in accord with the methodology set forth in Article IV of this Plan for that particular Class of Claims. 1.5 "Allowed Claim" means a Claim against the Debtor or the Estate allowable under Section 502 of the Bankruptcy Code but only to the extent that: 1) such Claim is listed on the Schedules as last amended prior to the Confirmation Hearing as liquidated in amount and not disputed or contingent and the Trustee has not otherwise determined that such Claim has been paid or otherwise resolved; 2) such Claim appears as an undisputed Claim on Exhibit "A", "B", "C", "D", "E (Column 2)", "F (Column 2)", "G", "H" or "I (Column 3)" attached hereto; 3) such Claim is allowed by a Final Order; or 4) such Claim is otherwise expressly provided for in this Plan. 1.6 "Appointment Date" means June 12, 1992, the date the Trustee was appointed for the Estate of the Debtor. 1.7 "Bank Debt" means a prepetition debt or other obligation of the Debtor arising from money borrowed by the Debtor (or a guarantee by the Debtor for money borrowed by an Affiliate) from a bank or other financial institution or Person. Page 3 1.8 "Bank Debt Claim" means a prepetition Claim arising under the Bank Debt. A list of such Bank Debt Claimants and the Allowed Amount owed to each such Claimant is attached hereto and incorporated herein as Exhibit "B". 1.9 "Bankruptcy Code" means the former, present, and future provisions of Title 11 of the United States Code, to the extent applicable to the Debtor's Chapter 11 case. 1.10 "Bankruptcy Court" means either the United States Bankruptcy Court for the District of Utah, Central Division, having jurisdiction over the Reorganization Case or, to the extent the reference is withdrawn, the District Court sitting as a court of bankruptcy. 1.11 "Bankruptcy Rules" means, collectively, the Rules and Forms of Practice and Procedure in Bankruptcy promulgated under 28 U.S.C. Section 2075, as amended, and the local rules of the Bankruptcy Court, as applicable to Chapter 11 cases, together with all amendments and modifications to the extent applicable to the Debtor's Chapter 11 case. 1.12 "Business Day" means any day, other than a Saturday, Sunday or "legal holiday", as that term is defined in Bankruptcy Rule 9006(a). 1.13 "Cash" means lawful currency of the United States of America and its equivalents. 1.14 "Cigna Claim" means the Allowed ten million dollar ($10,000,000.00) Claim which arose by reason of the Trustee's settlement agreement dated December 20, 1993 with Cigna, which settlement was approved by the Bankruptcy Court on February 1, 1994. The Cigna Claim has been assigned to and is owned by a joint venture consisting of Wellhead Electric Company, Inc. and Frank A. Klepetko. Page 4 1.15 "Claim" means a) a right of payment from the Debtor or the Estate, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, unsecured, known or unknown; b) a right to an equitable remedy for breach of performance if such breach gives rise to a right of payment from the Debtor or the Estate, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured, or unsecured. 1.16 "Claimant(s)" means a holder of a Claim against the Debtor or the Estate. 1.17 "Class" means a category of holders of Claims or Interests as classified in Article II of this Plan. 1.18 "Confirmation" or "Confirmation of this Plan" means the issuance of the Confirmation Order. 1.19 "Confirmation Date" means the date on which the Confirmation Order is entered on the docket of the Debtor's Chapter 11 case. 1.20 "Confirmation Hearing" means the hearing(s) which will be held before the Bankruptcy Court in which the Trustee will seek Confirmation of this Plan. 1.21 "Confirmation Order" means the order of the Bankruptcy Court confirming this Plan pursuant to Section 1129 of the Bankruptcy Code, including any amendments or supplements thereto. 1.22 "Contingent" means, when used with respect to a Claim, a Claim which is dependent upon a future event that has not occurred and may never occur. Page 5 1.23 "Debenture" or "Debentures" means the Debtor's 7 3/4% Convertible Subordinated Debentures Due 2009. 1.24 "Debenture Claim(s)" means the Claim of an owner of a Debenture on the Distribution Date, which Claim will be paid by the Trustee's distribution to the Indenture Trustee as set forth in this Plan. Debenture Claim does NOT include a Prepetition Selling Debenture Claim or a Post-petition Selling Debenture Claim. 1.25 "Debtor" means Bonneville Pacific Corporation, a Delaware corporation. 1.26 "Debtor Action Recoveries" means the rights of the Estate or the Reorganized Debtor to any and all proceeds or other relief from: a) any award, judgment, or relief, or any sanction, waiver, or denial (including disgorgement) of fees and expenses, or other determination rendered or made as to any Debtor Action and payable to the Estate (or the Reorganized Debtor) or b) any compromise or settlement of any Debtor Action. 1.27 "Debtor Actions" means objections to Claims under the appropriate provisions of the Bankruptcy Code and applicable law incorporated therein and any and all other claims, causes of action, demands, and enforceable rights of the Trustee, the Debtor or the Estate against any Person, including, but not limited to, Claims of the Trustee, the Debtor or the Estate: a) for recovery or avoidance, as the case may be, of 1) obligations, transfers of property or interests in property, offsets, debt forgiveness, Cash, and other types or kinds of property or interests in property (or the value thereof), recoverable or avoidable pursuant to Sections 542, 543, 544, 545, 547, 548, 549, 550 and 553 of the Bankruptcy Code, 2) damages, general or exemplary (or both), or other relief, relating to (or based upon) A) indebtedness owing to the Debtor or Page 6 the Estate, B) fraud, negligence, gross negligence, willful misconduct, or any other tort actions, C) breaches of contract, D) violations of federal or state securities laws, E) violations of applicable corporate laws, F) breaches of fiduciary or agency duties, G) aiding and abetting the breach of fiduciary duties, and H) causes of action based on disregard of the corporate form or piercing the corporate veil or other liability theories, and 3) damages or other relief based upon any other claim, cause of action, or demand, whether known or unknown, whether matured or unmatured, to the extent not specifically compromised or released pursuant to this Plan or an agreement referred to, or incorporated into, this Plan; and b) for subordination under Sections 509 and 510 of the Bankruptcy Code or under other applicable laws. Debtor Actions include, but are not limited to, those actions, claims, causes of action and other matters (as defined above) regardless of whether such actions, claims or causes of action and other matters were being pursued (had litigation initiated) at the Effective Date. Debtor Actions also means any and all rights of the Debtor, the Estate or the Trustee which were granted by various Persons in or which arise pursuant to settlement agreements which were approved by the Bankruptcy Court, such settlements having resolved litigation (or threatened litigation) initiated by the Trustee on behalf of the Estate, including but not limited to settlements reached in that certain litigation ENTITLED SEGAL V. PORTLAND GENERAL, ET AL., United States District Court for the District of Utah, Case No. 92C-364J, and severed cases related thereto. 1.28 "Deeply Subordinated Claim" means those Claims which arose by reason of the Trustee's negotiated settlements with certain creditors, which settlements have been approved by the Page 7 Bankruptcy Court; such Allowed Deeply Subordinated Claims total $8,945,000.00 and a list of each such Claimant and the Allowed Amount owed to each such Claimant is set forth on Exhibit "G" which is attached hereto and incorporated herein. 1.29 "Disallowed Claim" means any Claim (or any portion thereof) which has been disallowed by a Final Order or by the Confirmation Order. 1.30 "Disbursing Agent" means the Reorganized Debtor or any Person (including the Indenture Trustee) selected by the Trustee pursuant to this Plan to hold and distribute the consideration to be distributed to the Claimants holding Allowed Claims under this Plan. 1.31 "Disclosure Statement" means the Disclosure Statement under Section 1125 of the Bankruptcy Code for Solicitation of Acceptances of the Trustee's Amended Plan of Reorganization of Bonneville Pacific Corporation, dated as of April 22, 1998 and amended on June 19, 1998, including all annexes, exhibits and schedules attached thereto or referenced therein (and the exhibits, if any, to any such annexes, exhibits and schedules), prepared by the Trustee pursuant to Section 1125 of the Bankruptcy Code and approved by the Bankruptcy Court, as such Disclosure Statement may be further amended or modified from time to time. 1.32 "Discretionary Notes" means the two (2) promissory notes (in the form set forth in Exhibit "I" attached hereto) in the equal amount of up to $1,612,500.00 each (for a total of up to $3,250,000.00) which may be issued, at the discretion of the Trustee, by the Reorganized Debtor and payable to Halcyon and CoMac Partners L.P., as more fully described in Article 4.4 of this Plan. Page 8 1.33 "Disputed Claim" means any Claim against the Debtor or the Estate: a) that is listed in the Schedules as disputed, contingent or unliquidated; b) that is listed in the Schedules as undisputed, liquidated and not contingent and as to which a Proof of Claim or Proof of Interest has been filed with the Bankruptcy Court, to the extent that such Proof of Claim or Proof of Interest exceeds the amount for such Claims or Interests set forth in such Schedules; c) that is not listed in the Schedules, but as to which a Proof of Claim or Proof of Interest has been filed with the Bankruptcy Court (except as otherwise expressly Allowed in this Plan); d) that is not listed as an Allowed Claim in Exhibits "A", "B", "C", "D", "E (Column 2)", "F (Column 2)", "G", "H" or "I (Column 3)" which are attached hereto and incorporated herein or otherwise treated as an Allowed Claim in this Plan; e) as to which an objection has been filed and not yet adjudicated by a Final Order; or f) that portion of any filed Proof of Claim seeking a Claim amount in excess of the Allowed Amount of such Claim as set forth in Exhibits "D", "E (Column 2)", "F (Column 2)", "H" and "I (Column 3)". If there is a dispute as to the classification of a Claim, such Claim shall be considered a Disputed Claim in its entirety for the purposes of this Plan. 1.34 "Distribution Date", when used with respect to each Allowed Claim, means, unless otherwise provided for in the Plan or as may be ordered by the Bankruptcy Court, a date to make a distribution as soon as practicable (as determined by the Trustee) after the later of: a) the Effective Date, or b) the first Business Day of the calendar quarter commencing after the date upon which the Claim becomes an Allowed Claim, unless the Claim becomes an Allowed Claim within fifteen (15) days before the first Business Day of the next calendar quarter, in which event the Distribution Page 9 Date shall be the first Business Day of the next succeeding calendar quarter. Notwithstanding the foregoing, distributions to be made by the Indenture Trustee as provided in this Plan for Class 4 herein shall be made by the Indenture Trustee as soon as practicable after the Distribution Date. 1.35 "District Court" means the United States District Court for the District of Utah, Central Division, or the Bankruptcy Court unit thereof empowered to exercise subject matter jurisdiction over the matter in question. 1.36 "Effective Date" means, and shall occur on, the first Business Day following the day in which the Trustee files with the Bankruptcy Court a declaration signed by him that each condition precedent (Article IX of this Plan) to the Effective Date of this Plan is satisfied . 1.37 "Estate" means the estate created by Section 541 of the Bankruptcy Code upon the commencement of the Debtor's Reorganization Case under Chapter 11 of the Bankruptcy Code and shall include all assets or property, real or personal, tangible or intangible, of any kind whatsoever acquired on or after the Petition Date, as it exists on the Effective Date. 1.38 "Estimated Amount(s)" means, except as otherwise expressly provided in this Plan regarding Classes 5, 6, 7 and 9, the amount at which the Bankruptcy Court or, where required by applicable law, the District Court, estimates any Claim or Interest (or Class of Claims or Interests) under Section 502(c) of the Bankruptcy Code which is (or are) contingent, unliquidated or disputed, for the purpose of: a) allowance and distribution under this Plan; b) assisting the Bankruptcy Court in making the findings required for confirmation of this Plan pursuant to Sections 1129(a)(7)(A)(ii) and (a)(11) and, if necessary, Sections 1129(b)(1) and (2) of the Bankruptcy Code; or c) temporarily allowing a Disputed Claim SOLELY for the purpose of accepting or Page 10 rejecting this Plan pursuant to Bankruptcy Rule 3018(a). 1.39 "Estimation Order" means an order of the Bankruptcy Court or the District Court that determines the Estimated Amount of any Claim or Interest (or Class of Claims or Interests). 1.40 "Existing Common Stock" means the shares of the common stock of Bonneville Pacific Corporation issued on or prior to the Petition Date, including (i) all shares of such common stock outstanding on the Effective Date, including shares held by the Trustee, and (ii) all shares held by the Debtor or the Estate as treasury stock on the Effective Date. 1.41 "Existing Securities" means the Existing Common Stock and the Debentures. 1.42 "Final Order" means an order or judgment of a court, the implementation or operation or effect of which is not stayed and as to which order or judgment (or any revision, modification or amendment thereof) the time to appeal or seek review or rehearing or writ of certiorari has expired and as to which no appeal or petition for review or hearing or certiorari has been taken or is pending; provided, however, that (i) pursuant to Article 6.6 of this Plan, any order or judgment allowing, disallowing or estimating a Claim which is not a Final Order as of the Effective Date solely because of a Person's right to move for reconsideration of such order or judgment pursuant to Sections 502(e)(2) and/or 502(j) of the Bankruptcy Code and Bankruptcy Rule 3008 shall nevertheless be deemed a Final Order on the Effective Date and (ii) the availability of relief not time barred after the ten (10) day period set forth in Rules 59 and 60 of the Federal Rules of Civil Page 11 Procedure made applicable by Rules 9023 and 9024 of the Federal Rules of Bankruptcy Procedure shall not preclude an order from being a Final Order. 1.43 "Governmental Unit(s)" means a government unit as that term is defined in Section 101(27) of the Bankruptcy Code. 1.44 "Halcyon" collectively means Halcyon/Alan B. Slifka Management Company L.L.C., Halcyon Offshore Management Company L.L.C or their affiliates. 1.45 "Indenture" means the indenture dated as of August 15, 1989 between the Debtor and the Indenture Trustee relating to the Debentures. 1.46 "Indenture Trustee" means Norwest Bank Minnesota, N.A., or its successor-in-interest, as trustee under the Indenture, or its duly authorized agents. 1.47 "Interest", except when used to reflect the time value of money, means any equity interest in the Debtor or the Estate represented by the Existing Common Stock, and shall NOT include the Cigna Claim or any Section 510(b) Equity Claim. 1.48 "Interestholder(s)" means the holder of an Interest in the Debtor or the Estate on the Effective Date. 1.49 "IRC" means the Internal Revenue Code of 1986, as amended, and as set forth in Title 26 of the United States Code, to the extent it is applicable to the Reorganization Case or the Estate's tax liabilities. 1.50 "IRS" means the Internal Revenue Service of the United States of America. Page 12 1.51 "Late Claim(s)" means any Claim of any kind not timely filed with the Bankruptcy Court, including but not limited to those Claims not timely filed in accordance with the Bankruptcy Court's "Order Establishing a Supplementary Claim Bar Date" dated September 10, 1996 and entered on September 11, 1996, except such Claim(s) as to which the Bankruptcy Court has entered a Final Order prior to the commencement of the Confirmation Hearing permitting such tardily filed Claim to be deemed to be timely filed. 1.52 "Lien" means, with respect to any asset or property of the Debtor or the Estate, any mortgage, lien, pledge, charge, security interest, encumbrance, or other security device of any kind affecting such asset or property. 1.53 "Limited Partner Claims" means the prepetition Claim of any Person in any way arising from or relating to a limited partnership (including but not limited to the Magic Valley Hydroelectric Partners, Ltd. 1984) in which the Debtor was a general partner. A list of each such Claimant and the compromised Allowed Amount of the Allowed Claim designated for each such Claimant (except to the extent the Claim is listed as disputed) is set forth in Column 2 of Exhibit "F" which is attached hereto and incorporated herein. 1.54 "Other Priority Claim" means any prepetition Claim (other than an Administrative Claim or a Priority Tax Claim) to the extent such Claim is entitled to a priority in payment under Section 507(a) of the Bankruptcy Code and to the extent the Claim has not been previously paid by the Estate; a list of each such Claimant and the Allowed Amount owed to each such Claimant is set forth on Exhibit "A" which is attached hereto and incorporated herein. Page 13 1.55 "Person(s)" means any individual, firm, corporation, association, partnership, joint venture, trust, limited liability company or partnership, or other entity. 1.56 "Petition Date" means December 5, 1991, the date on which the petition for relief in the Reorganization Case was filed by the Debtor with the Bankruptcy Court. 1.57 "Plan" means this Chapter 11 Plan for the Estate of Bonneville Pacific Corporation under Chapter 11 of the Bankruptcy Code, including all exhibits hereto, as amended or modified from time to time. 1.58 "Plan Common Stock" means the authorized (but not issued prior to the Effective Date) common stock of Bonneville Pacific Corporation and does not include the Existing Common Stock. 1.59 "Plan Documents" means all other documents and exhibits, as the same may be amended, modified, supplemented, or restated from time to time, that aid in effectuating this Plan. 1.60 "Post-petition Selling Debenture Claim" means any Claim relating to the Claim of a holder of a Debenture who purchased such Debenture before the Petition Date and who sold such Debenture after the Petition Date. A list of each such Claimant and the compromised Allowed Amount of the Allowed Claim for each such Claimant (except to the extent the Claim is listed as Disputed) is set forth in Column 2 of Exhibit "E" which is attached hereto and incorporated herein. 1.61 "Prepetition Selling Debenture Claim" means any Claim relating to the Claim of a holder of a Debenture who purchased and sold such Debenture on or before the Petition Date. A list of each such Claimant and the compromised Allowed Amount of the Allowed Claim for each such Claimant (except to the extent the Claim is Page 14 listed as Disputed) is set forth on Exhibit "D" which is attached hereto and incorporated herein. 1.62 "Priority Tax Claim" means any prepetition Claim to the extent that such Claim is entitled to a priority in payment under Section 507(a)(8) of the Bankruptcy Code. 1.63 "Pro Rata" means the same proportion an Allowed Claim in a particular Class bears to the aggregate amount of all Allowed Claims in such Class. 1.64 "Proof of Claim" or "Proof of Interest" means any proof of claim or proof of interest filed in the Bankruptcy Court pursuant to Bankruptcy Rules 3001 and 3002. 1.65 "Record Date" means the date the order approving the Disclosure Statement is entered or such other date as may be designated by the Bankruptcy Court. 1.66 "Reorganization Case" means the above-captioned Chapter 11 case for the Debtor. 1.67 "Reorganized Debtor" means Bonneville Pacific Corporation on and after the Effective Date. 1.68 "Reorganized Debtor Assets" means all assets, property, interests, and rights of the Estate or the Reorganized Debtor, including the Debtor Actions, together with the income, dividends, and proceeds, if any, derived from the assets, properties, interests, and rights vested in the Estate or the Reorganized Debtor. 1.69 "Reorganized Debtor Corporate Documents" means the articles of incorporation and bylaws of the Reorganized Debtor and all amendments thereto and all other related documents to be executed, delivered and filed with the appropriate governmental authorities by the Effective Date, pursuant to this Plan, the Plan Page 15 Documents or applicable state law, which are necessary or appropriate to: a) evidence the existence of the Reorganized Debtor; b) authorize the issuance of the Reorganized Debtor's Plan Common Stock; and c) reflect the other requirements of this Plan, the Plan Documents and applicable state or federal law. 1.70 "Reverse Stock Split" means the reverse stock split (one share of common stock in the Reorganized Debtor for every four shares of Existing Common Stock or Plan Common Stock held by, to be issued to, or reserved for, Claimants in Classes 5 through 10 and the Interestholders in Class 11), which reverse split will occur as soon as practicable (as determined by the Trustee) after the Effective Date. 1.71 "Schedules" means the Schedules, Statements and Lists filed by the Debtor with the Bankruptcy Court pursuant to Bankruptcy Rule 1007, as last amended prior to the Confirmation Hearing, pursuant to Bankruptcy Rule 1009. 1.72 "SEC" means the United States Securities and Exchange Commission. 1.73 "Section (Section) 510(b) Equity Claim" means a Claim arising from or in any way related to rescission of a purchase or sale of the common stock of the Debtor or a security of an Affiliate of the Debtor, for damages arising at any time from or related to the purchase or sale of such a security, or for reimbursement or contribution allowed under Section 502 on account of such a Claim, and shall not include any Limited Partner Claims. A list of each such Claimant and the compromised Allowed Amount of the Allowed Claim for each such Claimant (except to the extent that Page 16 the Claim is listed as Disputed) is set forth on Exhibit "H" and in Column 3 of Exhibit "I" both of which are attached hereto and incorporated herein. 1.74 "Secured Claim" means any Claim that is: a) secured as of the Confirmation Hearing by a Lien on or against any of the assets or property of the Debtor or the Estate which Lien is valid, perfected and enforceable under applicable law and is not subject to avoidance under the Bankruptcy Code or applicable non-bankruptcy law, but only to the extent of the value of such assets or property securing any such Claim; or b) Allowed under this Plan as a Secured Claim. The Trustee believes that as of the date of the filing of this Plan there are no Secured Claims. 1.75 "Subsidiary" means any of the subsidiary corporations of the Debtor described in the Disclosure Statement. 1.76 "Trade and Other Claims" means only those prepetition general unsecured Claims listed on Exhibit "C" which is attached hereto and incorporated herein and any other Claim that is not an Administrative Claim, Bank Debt Claim, Debenture Claim, Other Priority Claim, Post-petition Selling Debenture Claim, Prepetition Selling Debenture Claim, Limited Partner Claim, Deeply Subordinated Claim, Section 510(b) Equity Claim, Cigna Claim, Priority Tax Claim or a Secured Claim. 1.77 "Trustee" means Roger G. Segal, as Chapter 11 trustee in the Reorganization Case, or any duly appointed successor. 1.78 "Trustee's Professionals" means those professionals retained by the Trustee (if such retention was approved by the Bankruptcy Court) during the Reorganization Case pursuant to Section 327 of the Bankruptcy Code including the accounting firm of Hein + Associates, but excluding the law firm of Snell & Wilmer, a Page 17 general partnership, and its successor, Snell & Wilmer LLP. ARTICLE II CLASSIFICATIONS OF CLAIMS AND INTERESTS 2.1 Classification. (a) General. Article 2.2 hereof sets forth a designation of Classes of Claims and Interests. A Claim or Interest is classified in a particular Class only to the extent that the Claim or Interest qualifies within the description of the Class and is classified in a different Class to the extent the Claim or Interest qualifies within the description of that different Class. (b) Unclassified Claims. In accordance with Section 1123(a)(1) of the Bankruptcy Code, Administrative Claims and Priority Tax Claims are not classified and are excluded from the Classes established in Article 2.2 hereof. 2.2 Classes. Claims against or Interests in the Debtor or the Estate are grouped in the following Classes in accordance with Section 1122(a) of the Bankruptcy Code: (a) Class 1 - Other Priority Claims: All Other Priority Claims. (b) Class 2 - Bank Debt Claims: All Bank Debt Claims. (c) Class 3 - Trade and Other Claims: All Trade and Other Claims. (d) Class 4 - Debenture Claims: All Debenture Claims. (e) Class 5 - Prepetition Selling Debenture Claims: All Prepetition Selling Debenture Claims. Page 18 (f) Class 6 - Post-petition Selling Debenture Claims: All Post-petition Debenture Claims. (g) Class 7 - Limited Partner Claims: All Limited Partner Claims. (h) Class 8 - Deeply Subordinated Claims: All Deeply Subordinated Claims. (i) Class 9 - Section 510(b) Equity Claims: All Section 510(b) Equity Claims. (j) Class 10 - Cigna Claim. (k) Class 11 - Equity Interests: All Interestholders. ARTICLE III IMPAIRMENT OF CLAIMS AND INTERESTS 3.1 Unimpaired Classes: Classes 1, 2, 3, 4 and 11; but also see Article 10.4 herein. 3.2 Impaired Classes: Classes 5, 6, 7, 8, 9 and 10. ARTICLE IV PROVISIONS FOR SATISFACTION OF CLAIMS AND INTERESTS The Allowed Claims and the Interests, as classified in Article II hereof, shall be treated by the Trustee (on behalf of the Estate) and the Reorganized Debtor in the manner set forth in this Article IV. 4.1 Administrative Claims and Priority Tax Claims. The Administrative Claims and the Allowed Priority Tax Claims, to the extent not previously paid during the Reorganization Case or not paid in the ordinary course of the Debtor's business, shall be paid in full either 1) in Cash on the Distribution Date or 2) upon such other terms agreed to in writing by such Claimant and the Trustee; provided, however, that any current trade or accounts Page 19 payable (including wages and related benefits payable to the Debtor's employees) incurred after the Petition Date by the Estate in the ordinary course of its business are assumed by the Reorganized Debtor and shall be paid by the Reorganized Debtor in the ordinary course of its business. 4.2 Claims and Interests. The following constitutes the treatment under this Plan of the classified Claims and Interests. Asserted rights to post-petition interest or other charges are treated in Article 4.3 below. To the extent that Claims are paid with the issuance of Plan Common Stock, such stock (i.e., the Plan Common Stock issued pursuant to this Plan to Classes 5, 6, 7, 8, 9 and 10) shall be deemed for purposes of this Plan to have the value per share as determined by the Bankruptcy Court at the Confirmation Hearing which value shall take into account 11,686,723 shares of Existing Common Stock (Class 11) which will also remain issued pursuant to this Plan, subject to the Reverse Stock Split. The Plan Common Stock issued pursuant to this Plan is subject to the Reverse Stock Split and is subject to the provisions of Article 5.2(d) of this Plan. (a) Class 1 - Other Priority Claims. All unpaid and Allowed Class 1 Claims (i.e., only those Claims set forth on Exhibit "A" attached hereto) shall be paid in full, in Cash, in the amounts set forth on Exhibit "A", on the Distribution Date. (b) Class 2 - Bank Debt Claims. All Allowed Bank Debt Claims (i.e., only those Claims set forth on Exhibit "B" attached hereto) shall be paid in full, in Cash, in the amount set forth on Exhibit "B" on the Distribution Date. Such Class 2 Claimants shall, after receipt of the payment specified in this Plan, have no other claims or causes of action against any other Person of any kind whatsoever relating to said Bank Debt; specifically, without Page 20 limitation, the Bank Debt Claimants shall have no claims or causes of action of any kind whatsoever against the past or present holders of the Debentures (or the Indenture Trustee or its agents) or against any property distributed directly or indirectly to the past or present holders of the Debentures pursuant to this Plan. (c) Class 3 - Trade and Other Claims. All Allowed Trade and Other Claims (i.e., only those undisputed Claims set forth on Exhibit "C" attached hereto or those Claims subsequently Allowed by the Bankruptcy Court) shall be paid in full, in Cash, in the amount set forth on Exhibit "C" (or as Allowed by the Bankruptcy Court) on the Distribution Date. (d) Class 4 - Debenture Claims. All Allowed Debenture Claims for principal and prepetition interest and miscellaneous costs, to wit, only Claim No. 146 in the amount of $64,750,168.95 filed by the Indenture Trustee on behalf of the current Debenture holders, shall be paid in full, in Cash (except as otherwise provided in Article 4.4 of this Plan), to the Indenture Trustee on the Distribution Date for the benefit of the Class 4 Claimants and thereafter remitted by the Indenture Trustee to the holders of the Debentures entitled to receive payment in respect to their Allowed Debenture Claims as provided in Article 5 of this Plan. It shall be the Indenture Trustee's duty to ascertain and pay the holders of Debenture Claims entitled to receive payments in respect of their Allowed Debenture Claims and neither the Debtor, the Reorganized Debtor, the Estate nor the Trustee shall have any duties or obligation in this regard. Claims of Persons other than the Indenture Trustee asserting Debenture Claims against the Debtor or the Estate are disallowed in their entirety. No distributions shall be made by the Trustee, the Estate or the Reorganized Debtor Page 21 directly to the holders of Debenture Claims (other than the Indenture Trustee) deemed entitled to payment in respect of their Allowed Debenture Claims and confirmation of this Plan shall disallow the Claims of any such holders (to the extent the Bankruptcy Court has not already disallowed such Claims of such holders). Distributions to be made by the Indenture Trustee as provided in this Plan for Class 4 Claimants shall be made by the Indenture Trustee as soon as reasonably practicable after the Distribution Date. All Allowed post-petition fees and/or costs of the Indenture Trustee shall be paid as an Administrative Claim subject to the application by the Indenture Trustee to the Bankruptcy Court and Allowance of any such Administrative Claim by the Bankruptcy Court after notice and hearing. All prepetition unpaid fees and/or costs of the Indenture Trustee as set forth in Claim No. 146, together with interest thereon as provided in Article 4.3(c) of this Plan, shall be paid to the Indenture Trustee out of the distributions made to the Indenture Trustee pursuant to this Article 4.2(d) and pursuant to Article 4.3(c) of this Plan. (e) Class 5 - Prepetition Selling Debenture Claims. All Allowed Prepetition Selling Debenture Claims shall be paid by the issuance and distribution to holders of such Claims shares of Plan Common Stock having an aggregate value determined as set forth in this Plan equal to the full amount of the Allowed Prepetition Selling Debenture Claims, subject to the Reverse Stock Split. Claimants' undisputed Claims in this Class 5 shall be Allowed (regardless of the amount of the Claim actually filed by the Claimants) ONLY in the amount specified herein (see Exhibit "D" attached hereto). Specifically, the Allowed Claims in Class 5 shall be in the amount of a) the price paid by the Claimant to purchase the Debenture (such price shall not include any additional amount paid by the Claimant related to interest which had accrued Page 22 on the Debenture which was added to the net amount of the purchase price when the Debenture was purchased) less b) the amount received by the Claimant when the Debenture was sold (for purposes of determining the amount received by the Claimant any additional amount received by the Claimant for interest which had accrued on the Debenture shall not be included in calculating the amount received). Reasonable commissions or other miscellaneous charges, if any and only to the extent such were readily determinable from the filed Proof of Claim or the supporting documentation attached thereto, shall be included when determining the amounts paid and received by the Claimants in this Class. The Allowed Amount of the undisputed Claims in this Class 5 set forth on Exhibit "D" constitute Estimated Amounts pursuant to, inter alia, 11 U.S.C. Section 502(c) of a contingent or unliquidated Claim. Any Claimant in this Class 5 who objects to such Estimated Amount must file a written objection with the Bankruptcy Court (and serve a copy on the Trustee) not later than ten (10) days prior to the start of the Confirmation Hearing; failure to timely object to the Estimated Amount of the Claim shall result in the Claimant being deemed to have accepted the Estimated Claim Amount set forth on Exhibit "D" as the Allowed Amount. If such an objection to the Estimated Amount of the Claim is timely filed by a Class 5 Claimant, then the Trustee may object to the Claimant's ENTIRE Claim on any basis and the Bankruptcy Court shall subsequently determine, in a contested matter, the allowable amount, if any, of the Claimant's Class 5 Claim; if such objecting Claimant obtains in the contested matter or a settlement thereof an Allowed Claim, then such Allowed Claim will be paid in full by the issuance and distribution to the Page 23 Claimant of shares of Plan Common Stock (subject to the Reverse Stock Split) which are valued as set forth in this Plan. (f) Class 6 - Post-petition Selling Debenture Claims. All Allowed Post-petition Selling Debenture Claims shall be paid by the issuance and distribution to holders of such Claims shares of Plan Common Stock having an aggregate value determined as set forth in this Plan equal to the full amount of the Allowed Post- petition Selling Debenture Claims (such limited amount being defined below), subject to the Reverse Stock Split. Claimants' undisputed Claims in this Class 6 shall be Allowed (regardless of the amount of the Claim actually filed by the Claimants) ONLY in the amount specified herein (see Column 2 of Exhibit "E" attached hereto). Specifically, the limited amount of the Allowed Claim in Class 6 shall only be in the amount of SEVENTY PERCENT (70%) of the a) price paid by the Claimant to purchase the Debenture (such price shall not include any additional amount paid by the Claimant related to interest which had accrued on the Debenture which was added to the net amount of the purchase price when the Debenture was purchased except that any additional amount paid by the Claimant related to interest which had accrued on the Debenture on or after August 16, 1991 but prior to December 5, 1991 shall be added to the price paid by the Claimant to purchase the Debenture) less b) the amount received by the Claimant when the Debenture was sold (for purposes of determining the amount received by the Claimant any additional amount received by the Claimant for interest which had accrued on the Debenture shall be included in calculating the amount received). Reasonable commissions or other miscellaneous charges, if any and only to the extent such were readily determinable from the filed Proofs of Claim or the Page 24 supporting documentation attached thereto, shall be included when determining the amounts paid and received by the Claimants in this Class. The Allowed Amount of the undisputed Claims in this Class 6 set forth in Column 2 of Exhibit "E" constitute Estimated Amounts pursuant to, inter alia, 11 U.S.C. Section 502(c) of a contingent or unliquidated Claim. Any Claimant in this Class 6 who objects to such Estimated Amount must file a written objection with the Bankruptcy Court (and serve a copy on the Trustee) not later than ten (10) days prior to the start of the Confirmation Hearing; failure to timely object to the Estimated Amount of the Claim shall result in the Claimant being deemed to have accepted the Estimated Amount set forth in Column 2 of Exhibit "E" as the Allowed Amount. If such an objection to the Estimated Amount is timely filed by a Class 6 Claimant, then the Trustee may object to the Claimant's ENTIRE Claim on any basis and the Bankruptcy Court shall subsequently determine in a contested matter the allowable amount, if any, of the Claimant's Class 6 Claim; if such objecting Claimant obtains in the contested matter or a settlement thereof an Allowed Claim, then such Allowed Claim will be paid in full by the issuance and distribution to the Claimant of shares of Plan Common Stock (subject to the Reverse Stock Split) which are valued as set forth in this Plan. (g) Class 7 - Limited Partner Claims. All Allowed Limited Partner Claims shall be paid by the issuance and distribution to holders of such Claims shares of Plan Common Stock having an aggregate value determined as set forth in this Plan equal to the full amount of the Allowed Limited Partner Claims (such limited amount being determined as set forth below), subject to the Reverse Stock Split. Claimants' Claims in this Class 7 shall be Allowed (regardless of the amount of the Claim actually filed by the Claimants) ONLY in the amount specified herein (see Column 2 of Exhibit "F" attached hereto). Specifically, the Page 25 limited amount of the Allowed Claim in Class 7 shall be in the amount of TWENTY-FIVE PERCENT (25%) of the original purchase price paid by the Claimant to acquire the Claimant's interest in the limited partnership. Commissions and other miscellaneous charges, if any, shall not be included in the purchase price when calculating the Allowed Claim for Claimants in this Class. The Allowed Amount of the Claims in this Class 7 set forth in Column 2 of Exhibit "F" constitute Estimated Amounts pursuant to, inter alia, 11 U.S.C. Section 502(c) of a contingent or unliquidated Claim. Any Claimant in this Class 7 who objects to such Estimated Amount must file a written objection with the Bankruptcy Court (and serve a copy on the Trustee) not later than ten (10) days prior to the start of the Confirmation Hearing; failure to timely object to the Estimated Amount of the Claim shall result in the Claimant being deemed to have accepted the Estimated Amount set forth in Column 2 of Exhibit "F" as the Allowed Amount. If such an objection to the Estimated Amount is timely filed by a Class 7 Claimant, then the Trustee may object to the Claimant's ENTIRE Claim on any basis and the Bankruptcy Court shall subsequently determine in a contested matter the allowable amount, if any, of the Claimant's Class 7 Claim; if such objecting Claimant obtains in the contested matter or a settlement thereof an Allowed Claim, then such Allowed Claim will be paid as an Allowed Class 9 Section 510(b) Equity Claim. (h) Class 8 - Deeply Subordinated Claims. As set forth on Exhibit "G" attached hereto, the Deeply Subordinated Claims total $8,945,000.00. Such Deeply Subordinated Claims shall be paid by the issuance and distribution to holders of such Claims shares of Plan Common Stock having an aggregate value determined as set forth in this Plan equal to ten percent (10%) of each Claimant's Page 26 Deeply Subordinated Claim, subject to the Reverse Stock Split. (i) Class 9 - Section 510(b) Equity Claims. Claimants' Claims in this Class 9 shall be Allowed (regardless of the amount of the Claim actually filed by the Claimants) ONLY in the amount which is listed as undisputed on Exhibit "H" and in Column 3 of Exhibit "I" both of which are attached hereto and incorporated herein. Specifically, the Allowed Amount of each such Claim in this Class 9 shall be in the amount of a) the price paid by the Claimant to purchase the Existing Common Stock which is the subject of the Claim less b) the amount received by the Claimant when such Existing Common Stock was sold. Reasonable commissions (and other miscellaneous charges), if any and only to the extent such were readily determinable from the filed Proofs of Claim or the supporting documentation attached thereto, will be a) added to the purchase price of the subject Existing Common Stock when calculating the price paid by the Claimant to purchase the Existing Common Stock, and b) subtracted from the sales price received by the Claimant when the Existing Common Stock was sold. For purposes of calculating the above "amount received by the Claimant when such Existing Common Stock was sold", if the Claimant was the owner of such shares of Existing Common Stock at the time of the filing of its Proof of Claim then the "amount received" for purposes of determining the Allowed Amount of the Claimant's Class 9 Claim shall be either a) the sales price (after deducting for reasonable commissions and other sale costs if such were readily determinable from the sales documentation provided to the Trustee) at which the Claimant sold the subject Existing Common Stock (provided the Claimant has given the Trustee written evidence of Page 27 such sales price before the filing of this Plan) or b) if the Claimant has not so provided the Trustee with written evidence of the sales price (or has not sold the subject stock), then at the per share value of the Plan Common Stock as valued pursuant to this Plan. Exhibit "I" reflects the Allowed (unless listed as disputed) Section 510(b) Equity Claims in Class 9 where the Claimant has NOT provided the Trustee with written evidence of the sales price of the Existing Common Stock and Exhibit "H" reflects the Allowed (unless listed as disputed) Section 510(b) Equity Claims in Class 9 where the Claimant has provided the Trustee with such written evidence of the sales price of the Existing Common Stock. All of the Allowed Section 510(b) Equity Claims (with an adequate Reserve for Disputed Claims) will be combined with the Class 10 Cigna Claim and such combined Classes (9 and 10) will be issued 11,686,723 shares of Plan Common Stock to be Pro Rata divided among such Claimants in Classes 9 and 10, subject to the Reverse Stock Split. The undisputed Allowed Amount of the Claims in this Class 9 set forth on Exhibit "H" and in Column 3 of Exhibit "I" constitute Estimated Amounts pursuant to, inter alia, 11 U.S.C. Section 502(c) of a contingent or unliquidated Claim. Any Claimant in this Class 9 who objects to such Estimated Amount must file a written objection with the Bankruptcy Court (and serve a copy on the Trustee) not later than ten (10) days prior to the start of the Confirmation Hearing; failure to timely object to the Estimated Amount of the Claim shall result in the Claimant being deemed to have accepted the Estimated Amount set forth on Exhibit "H" and in Column 3 of Exhibit "I" as the Allowed Amount. If such an objection to the Estimated Amount is timely filed by a Class 9 Claimant, then the Trustee may object to the Claimant's ENTIRE Claim on any basis and the Bankruptcy Court shall subsequently determine in a contested matter the allowable amount, Page 28 if any, of the Claimant's Class 9 Claim; if such objecting Claimant obtains in the contested matter or a settlement thereof an Allowed Claim, then the Claimant will be paid by distributions (issuance of Plan Common Stock as valued pursuant to this Plan, subject to the Reverse Stock Split) as set forth in this Article 4.2(i) of this Plan. (j) Class 10 - Cigna Claim. The Allowed Cigna Claim will be treated as an Allowed Section 510(b) Equity Claim in the amount of eleven million dollars ($11,000,000.00). Said Class 10 Cigna Claim shall be combined with the Class 9 Allowed Section 510(b) Equity Claims (also taking into account any Disputed Claim Reserve for Class 9 Claimants) and such combined Classes (9 and 10) will receive issued Plan Common Stock (as valued pursuant to this Plan, subject to the Reverse Stock Split) in accordance with the division formula set forth in Article 4.2(i) of this Plan. (k) Class 11 - Equity Interests. The holders of the Existing Common Stock on the Effective Date, other than Existing Common Stock held by the Trustee or the shares held by the Debtor or the Estate as treasury stock, shall retain such Existing Common Stock. As set forth in this Plan, the Interestholders' legal, equitable and contractual rights to which such Interest in the Reorganized Debtor entitles the holder of such Interest in the Reorganized Debtor shall be unaltered. The Interestholders shall retain the 11,686,723 shares of Existing Common Stock, subject to the Reverse Stock Split. The Existing Common Stock held by the Trustee or the Existing Common Stock held by the Estate or the Debtor as treasury stock shall, upon the Effective Date, be delivered to the Reorganized Debtor and canceled; i.e., the Reorganized Debtor shall hold such canceled stock as authorized, but not issued, common stock of the Reorganized Debtor. Page 29 4.3 Post-petition Interest, Fees, Costs or Other Charges. Post-petition interest shall be paid in Cash to holders of Allowed Claims in Classes 1, 2, 3 and 4 but only as expressly provided in paragraphs (a), (b) and (c) below. Except for Classes 1, 2, 3 and 4 as set forth in this Article 4.3, no other Classes, Claimants or Interestholders shall be paid post-petition interest. (a) Post-petition Interest to Other Priority Claims (Class 1) and Trade and Other Claims (Class 3). Simple interest without compounding on Allowed Class 1 Claims and Allowed Class 3 Claims at the rate of five and one-half percent (5 1/2%) per annum from the Petition Date to the Distribution Date. (b) Post-petition Interest to Bank Debt (Class 2). Simple interest without compounding on Allowed Bank Debt Claims (Class 2) i) at the rate of 8.03% per annum from the later of the Petition Date, or such date as the Claimant actually advanced money to or for the benefit of the Debtor or the Estate (as set forth on Exhibit "B"), to December 5, 1997, and ii) at the rate of 8.10% per annum from December 6, 1997 until the Distribution Date. (c) Post-petition Interest to Debenture Claims (Class 4). Simple interest without compounding payable to the Indenture Trustee for distribution for the benefit of the Class 4 Claimants in accord with Articles 4.2(d) and 5.2 of this Plan on the $64,750,168.95 Allowed Debenture Claim at the rate of 7.32% per annum from the Petition Date to the Distribution Date. (d) No Post-petition Fees, Costs, Charges or Substantial Contribution Claims. Except as otherwise expressly provided in this Plan, no Class, Claimant or Interestholder will receive any payment on or be allowed any Claim or Interest of any kind Page 30 whatsoever for any post-petition costs, late fees, penalties, default fees, attorneys' or other professional fees, or other charges of any kind whatsoever. No Class, Claimant or Interestholder may seek or request the allowance or payment of or have any Allowed Claim for any "substantial contribution" or similar Claim under Sections 503(b)(3) or (4) of the Bankruptcy Code. 4.4 Discretionary Notes and Halcyon Payment. Claimants Halcyon and CoMac Partners L.P. (or affiliates of CoMac Partners L.P., collectively "CoMac") possess large Allowed Claims in several Classes, including but not limited to Allowed Claims in Class 4. In lieu of a portion of the Cash distributions to which said Claimants are entitled as set forth in Article 4.2(d) of this Plan, said Claimants have agreed to, as permitted by Section 1123(a)(4) of the Bankruptcy Code, and shall accept promissory notes, in the form set forth on Exhibit "J" which is attached hereto and incorporated herein, in equal amounts totaling an amount up to $3.25 million (up to $1,612,500.00 each). It shall be in the Trustee's sole and absolute discretion to determine, at the Distribution Date, whether to pay said Claimants' Class 4 Claims wholly in Cash or to pay said Claimants' Class 4 Claims partly in Cash and partly with the Discretionary Notes (which notes shall collectively total not less than $500,000.00 and not more than $3,250,000.00). If the Trustee does elect to pay said Claimants' Class 4 Claims in part with the Discretionary Notes, then i) Halcyon will receive one of the Discretionary Notes and the Cash to which Halcyon would have otherwise been entitled pursuant to Article 4.2(d) of this Plan will be proportionately reduced and ii) CoMac will receive one of the Discretionary Notes and the Cash to which CoMac would have otherwise been entitled pursuant to Article 4.2(d) of this Plan will be proportionately reduced. The Discretionary Notes, if issued, will be delivered by the Trustee to the Indenture Trustee and the Indenture Trustee will then deliver the Discretionary Notes to Halcyon and CoMac in partial Page 31 satisfaction of the Cash payment to which Halcyon and CoMac would have otherwise been entitled pursuant to Article 4.2(d) of this Plan. The Discretionary Notes will bear simple interest at the rate of ten percent (10%) per annum from the Distribution Date until they are paid in full. The Discretionary Notes, with all accrued interest thereon, will be payable in full in one lump sum one (1) year after the Distribution Date. The Discretionary Notes may be prepaid, in whole or in part, at any time without penalty, with any payments first being applied to accrued interest and the balance to the reduction of principal. All payments on the Discretionary Notes shall be made by the Reorganized Debtor directly to the holders of the Discretionary Notes. Until the Discretionary Notes are paid in full, the Reorganized Debtor may not incur debt other than trade debt in the ordinary course of business; this limitation applies only to the Reorganized Debtor and does not apply to any of the Reorganized Debtor's Subsidiaries. In addition to all other distributions to which Halcyon is entitled pursuant to this Plan, at the Distribution Date the Trustee shall pay to Halcyon the sum of four hundred thousand dollars ($400,000.00) in Cash as a settlement of Halcyon's Claim, pursuant to its loan documents, for post-petition attorneys' fees. No other Claim by any Claimant or Interestholder for post-petition attorneys' fees shall be Allowed in respect of Classes 1 through 11. ARTICLE V IMPLEMENTATION OF PLAN 5.1 The Reorganized Debtor. (a) Management of Reorganized Debtor. The Reorganized Page 32 Debtor will have a seven (7) member board of directors. One director may be the Trustee. One director shall be Steven H. Stepanek, the current President of Bonneville Fuels Corporation. One director shall be selected by Wellhead Electric Company. All other directors will be selected by the Trustee at his sole and exclusive discretion. All officers of the Reorganized Debtor will remain the same as the Debtor until the first meeting of the board of directors of the Reorganized Debtor at which time the board will elect the officers of the Reorganized Debtor; the board shall also set the terms and conditions of employment for the Reorganized Debtor's officers and other employees. This Plan shall not alter or affect the rights of the holders of the common stock of the Reorganized Debtor to elect or remove directors, as set forth in Bonneville's by-laws. (b) The Reorganized Debtor Corporate Documents. To the extent that amendments to the Debtor's articles of incorporation and/or by-laws are i) required by law, ii) provided for in this Plan, or iii) deemed appropriate by the Trustee in order to implement this Plan, such amendments will be effectuated by no later than the Effective Date in accordance with the Reorganized Debtor's Corporate Documents and Delaware corporate law. The Reorganized Debtor Corporate Documents shall, among other matters, provide 1) that the Reorganized Debtor shall be prohibited pursuant to Section 1123(a)(6) of the Bankruptcy Code from issuing non- voting equity securities and 2) for the satisfaction of the other terms and provisions of this Plan which are required to be reflected therein. 5.2 Provisions Concerning Plan Distributions. a) Disbursing Agents. The Trustee, or such Disbursing Page 33 Agent (or Agents) as the Trustee, in his sole discretion, employs, shall make all distributions and deliveries required under this Plan. For purposes of distributions to Class 4 Claimants (including payment of post-petition interest as specified in Article 4.3(c) of this Plan to Class 4 Claimants), such distributions shall be made by the Trustee to the Indenture Trustee and remitted by the Indenture Trustee to the Class 4 Claimants in accordance with their interests as provided in Articles 4.2(d) and 4.4 of this Plan. (b) Surrender of Debentures or Instruments. As a condition to the receipt of any distribution under this Plan by any Claimant holding an Allowed Claim against the Debtor or the Estate, such Claimant shall be required to surrender to the Trustee or the Disbursing Agent, as the case may be, the Debenture or other instruments (e.g., promissory notes or other negotiable instruments), if any, evidencing the indebtedness or Debenture giving rise to such Claimant's Allowed Claim, and the Trustee or the Disbursing Agent shall mark the Debenture or instrument so surrendered as "canceled" or "paid in full". In the event of any lost or destroyed Debenture or instruments, the putative holder thereof shall be required to deliver to the Trustee or the Disbursing Agent an affidavit of loss or destruction, as well as an agreement to indemnify the Estate, the Debtor, the Trustee, the Reorganized Debtor and the Disbursing Agent, such agreement to be in a form and substance reasonably acceptable to the Trustee, the Reorganized Debtor, and the Disbursing Agent, and to include, if requested by the Trustee or the Disbursing Agent, an appropriate bond or other surety. Notwithstanding the foregoing, the Trustee shall make distributions to the Indenture Trustee without receiving the instruments evidencing the Debentures; provided, however, that the Indenture Trustee shall not remit any part of the fund so distributed to any Class 4 Claimant unless such Claimant surrenders the instruments evidencing the Debentures giving rise to such Page 34 Claimant's Allowed Class 4 Claim or provides such affidavit of loss, indemnity agreement and bonds or other surety as required by the Trustee or the Indenture Trustee. (c) Unsurrendered Debentures or Other Instruments. Two (2) years after the Effective Date, any Claimant holding an Allowed Claim against the Debtor or the Estate who has not surrendered the Debenture or other instruments evidencing such Claimant's Claim, as set forth in Article 5.2(b) of this Plan, will forfeit such Claimant's right to receive any distribution under this Plan in respect of such Debenture or other instrument, and any and all Claims possessed by the Claimant against the Trustee, the Debtor, the Estate, the Reorganized Debtor or the Disbursing Agent in respect of such Debenture or other instrument which were not earlier discharged shall be discharged and forever barred. Upon the expiration of two (2) years after the Effective Date, the Indenture Trustee shall deliver to the Reorganized Debtor (or its successor-in-interest, if any) all Cash not claimed by a Claimant possessing an Allowed Debenture Claim with all interest earned thereon by the Indenture Trustee, and such Debenture Claimant will forfeit its right to receive any distribution under this Plan and any and all claims under this Plan or otherwise possessed by such Debenture Claimant against the Trustee, the Debtor, the Estate, the Reorganized Debtor or the Indenture Trustee which were not earlier discharged shall be discharged and forever barred. (d) Whole Shares of Plan Common Stock. The Plan Common Stock shall be distributed only in whole share numbers which when divided by four equal integers. No fractional shares and no whole shares which when divided by four does not equal an integer shall be distributed to the Claimants holding Allowed Claims. Each time a distribution of the Plan Common Stock is to be made under this Page 35 Plan to a Claimant holding an Allowed Claim and such distribution would include a fractional share or would include whole shares which when divided by four would not equal an integer, then the distribution of such Plan Common Shares shall be rounded, either upwards or downwards (as the case may be), to the nearest whole share amount which when divided by four would equal an integer. For example, if a Claimant were entitled pursuant to this Plan to receive between 100.01 shares and 101.99 shares of Plan Common Stock, then the distribution would be rounded down and such Claimant would receive 100 shares of Plan Common Stock; if a Claimant were entitled pursuant to this Plan to receive between 102.00 and 103.99 shares of Plan Common Stock, then the distribution would be rounded up and such Claimant would receive 104 shares of Plan Common Stock. Notwithstanding anything to the contrary contained in this Article 5.2(d), the Trustee may, at his sole election, settle any such fractional share or shares not yielding an integer when divided by four in Cash (calculated at the per-share value of the Plan Common Stock as established by the Bankruptcy Court at the Confirmation Hearing). Also see Article 5.2(e) of this Plan. (e) Cash in Lieu of Small Stock Distribution. At the sole and exclusive election of the Trustee, the Trustee may distribute to any Claimant in Classes 5 through 9, inclusive, who otherwise would be entitled under this Plan to receive four hundred (400) or fewer shares of Plan Common Stock before the Reverse Stock Split, Cash in lieu of such shares. The amount of Cash to be paid to any such Claimant pursuant to this Article 5.2(e) is the per share value of the Plan Common Stock (before the Reverse Stock Page 36 Split) as established by the Bankruptcy Court at the Confirmation Hearing. 5.3 Transactions on Business Days. If the Effective Date, or any other date on which a transaction may occur under this Plan, shall occur on a day that is not a Business Day, the transactions contemplated by this Plan to occur on such day shall occur instead on the next succeeding Business Day. 5.4 Disputed Claims . (a) Objection Deadline. Except as otherwise provided in this Plan, as soon as practicable, but in no event later than six (6) months after the latter of 1) the Effective Date, or 2) the date a Proof of Claim is filed, unless otherwise ordered by the Bankruptcy Court, objections to Claims shall be filed with the Bankruptcy Court and served only upon the Claimants holding such Claims to which objections are made and served upon the Trustee and the United States Trustee. Once a Final Confirmation Order is effective, no objection may be filed or prosecuted relating to a Claim which is Allowed as set forth in this Plan, including but not limited to those Allowed Claims specified on Exhibits "A" through "I", inclusive. (b) No Interest. Holders of Disputed Claims that become, in whole or in part, Allowed Claims and holders of Allowed Claims described in the last sentence of Article 11.3 of this Plan shall not receive interest (i.e., interest accruing after the Distribution Date) on the Disputed or subsequently Allowed Claim or on funds reserved for such Claims unless otherwise ordered by the Bankruptcy Court. Any interest which is paid or accrued after the Distribution Date relating to any Disputed Claim (or a reserve for Page 37 a Disputed Claim) or an Allowed Claim described in the last sentence of Article 11.3 will be paid to or accrued for the benefit of the Reorganized Debtor unless otherwise ordered by the Bankruptcy Court or required by law in which case only the interest actually earned shall be paid to the Claimant whose Claim was Disputed. After the Distribution Date, no interest shall accrue on any Claim, regardless of any interest which may have been actually paid to (or accrued for the benefit of) the Reorganized Debtor on any funds which will be used to pay such Claim. (c) Prosecution of Objections and Compromises of Claims. After the start of the Confirmation Hearing, only the Trustee shall have authority to file objections, litigate to judgment, settle, or withdraw objections to Disputed Claims unless the Trustee, in his sole and absolute discretion, authorizes, in writing, other parties-in-interest to do so. After the Effective Date, the Trustee, or the Reorganized Debtor (but only with a unanimous resolution by its board of directors), may compromise or settle any Disputed Claim in which less than $100,000.00 in Cash or Plan Common Stock (as valued in this Plan, subject to the Reverse Stock Split), would be paid or distributed to settle the dispute without notice to other parties-in-interest and without approval of the Bankruptcy Court. If the amount to be paid or distributed to settle the dispute is equal to or greater than $100,000.00, then such settlement or compromise shall require Bankruptcy Court approval upon ten (10) days notice by mail with notice to only those parties-in-interest which have filed after the Confirmation Hearing a notice with the Bankruptcy Court (and served a copy on both the Trustee and his general counsel) specifically requesting Page 38 notification of such post-Effective Date settlements and to the United States Trustee. (d) Establishment of Disputed Claims Reserve. Notwithstanding any other provision of this Plan, no assets or property shall be distributed under this Plan on account of any Disputed Claim. For all Disputed Claims the Trustee shall establish and hold, in trust, reserves (each such reserve being herein called a "Disputed Claims Reserve") with respect to each Class of Claims (and Administrative Claims) in which there exists a Disputed Claim and place in each Disputed Claims Reserve the assets and property (including Cash or issued Plan Common Stock, as the case may be) to be distributed on account of such Disputed Claims pursuant to Article IV hereof, to the extent such Disputed Claims become Allowed. (e) Determination of Disputed Claims Reserve. The Trustee shall determine for each Class of Claims (and Administrative Claims) the amount of the respective Class allocation, and other assets and property (including Cash or issued Plan Common Stock, as the case may be) sufficient to fund each Disputed Claims Reserve established with respect to any Class of Claims. No reserves shall be created for any Late Claims and no Late Claims shall be Allowed for any reason. Upon request of the Trustee, the Bankruptcy Court may estimate and determine by an Estimation Order the Estimated Amount of Claims in each Class (and Administrative Claims) for which a Disputed Claims Reserve has been established and the Trustee shall then include within the applicable Disputed Claim Reserve the Amount (in the form of Cash or issued Plan Common Stock, as the case may be) so Estimated by the Bankruptcy Court. If the Trustee elects not to request such an Page 39 Estimation Order from the Bankruptcy Court with respect to any Disputed Claim, then the Trustee will include within the applicable Disputed Claims Reserve, the amount the holder of such Disputed Claim would be entitled to receive under this Plan if such Claim were Allowed in the full amount asserted by such holder. Any Claimant holding a Disputed Claim Estimated by the Bankruptcy Court will have recourse only to undistributed assets and property in the Disputed Claims Reserve for the Class in which such Disputed Claim has been placed and such Claimant will have no recourse of any kind to the Trustee, the Debtor, or the Reorganized Debtor should the Allowed Claim of such Claimant, as finally determined by a Final Order, exceed such Estimated Amount. Any hearing on any motion by the Trustee for an Estimation Order may be held on ten (10) days notice by mail only to the Claimant which is the subject of the Estimation Order, the United States Trustee, and those Claimants, Interestholders or other parties-in-interest who have filed after the Confirmation Hearing a notice with the Bankruptcy Court (and served a copy on both the Trustee and his general counsel) specifically requesting notice of any hearing on a motion by the Trustee for an Estimation Order. (f) Distribution of Disputed Claims Reserve. The assets and property held in each Disputed Claims Reserve will be distributed in accordance with Article 1.34 of this Plan by the Trustee to Claimants holding Disputed Claims as such Claims become Allowed by Final Order or as such Claims are settled by the Trustee; provided, however, that in accord with Article 5.4(b) of this Plan no Disputed Claim which later becomes an Allowed Claim will receive interest accruing after the Distribution Date; further, no holder of a Disputed Claim which becomes an Allowed Claim will receive any proceeds of redemption or regular or special Page 40 dividends on the Plan Common Stock which had been reserved for such Claimant in the Disputed Claim Reserve. (g) Unused Disputed Claims Reserve. Unused portions of any Disputed Claims Reserve (with all interest paid or accrued thereon or any other proceeds) for Classes 1 through 7 shall be distributed to the Reorganized Debtor (or its successor-in- interest); to the extent any such Disputed Claim Reserve for Classes 1 through 7 consists of issued Plan Common Stock, any unused or undistributed issued Plan Common Stock shall be returned to the Reorganized Debtor and held as treasury stock. For Class 9, if the total unused or undistributed shares of issued Plan Common Stock (before the Reverse Stock Split) is less than 200,000 shares, then any unused or undistributed issued Plan Common Stock shall be returned to the Reorganized Debtor who will hold such returned Plan Common Stock as authorized but unissued common stock of the Reorganized Debtor; if the unused or undistributed shares of issued Plan Common Stock (before the Reverse Stock Split) exceeds 200,000 shares, then the Trustee shall distribute, subject to the provisions of Article 5.2(d) and 5.2(e) of this Plan, such unused or undistributed shares of issued Plan Common Stock on a Pro Rata basis to the Allowed Class 9 and 10 Claimants who had previously received distributions of Plan Common Stock pursuant to this Plan. 5.5 Withholding of Taxes and Tax Reporting Requirements. The Trustee, the Indenture Trustee, the Debtor and the Reorganized Debtor shall, but only to the extent expressly required by applicable law, withhold federal, state, local or foreign taxes from any distributions made pursuant to this Plan. Each Claimant and Interestholder shall be solely responsible for paying all Page 41 applicable taxes attributable to the distributions received by the Claimant or the Existing Common Stock retained by the Interestholder pursuant to this Plan. Upon request from the Trustee, the Indenture Trustee, the Debtor or the Reorganized Debtor, the Claimant or Interestholder shall promptly provide all data required to compute any withholding amounts or to permit proper reporting to the respective taxing authorities. Failure to timely provide all data requested shall also entitle the Trustee, the Indenture Trustee, the Debtor or the Reorganized Debtor to withhold for tax purposes amounts as may be authorized by law from distributions to such Claimants without further notice or order. 5.6 Stock Held by the Trustee or the Debtor. Each share of Existing Common Stock held in treasury by the Debtor or the Estate and each share of Existing Common Stock held by the Trustee immediately before the Effective Date shall be delivered to the Reorganized Debtor and canceled; i.e., the Reorganized Debtor shall hold such canceled stock as authorized, but not issued, common stock of the Reorganized Debtor. 5.7 Cancellation of Debentures. Notwithstanding the cancellation of the Debentures on the Effective Date, the rights of holders of Allowed Debenture Claims to receive distributions on account of such Claims pursuant to this Plan shall not be impaired except as otherwise expressly provided in this Plan. The Debentures shall not be canceled other than pursuant to the provisions of this Plan and, until such cancellation, the writing evidencing a Debenture shall be evidence of the entitlement of the holder of a Claim in respect thereof (Class 4) to receive distributions (through the Indenture Trustee) pursuant to this Plan. The cancellation of the Debentures pursuant to the Plan Page 42 shall not affect the rights, duties and obligations of the Indenture Trustee under the Indenture except as otherwise expressly provided in this Plan. 5.8 Section 345 Compliance. While the provisions of Section 345(a) of the Bankruptcy Code will remain applicable to the Debtor, the Reorganized Debtor and the Trustee, upon entry of the Confirmation Order, neither the Debtor, the Reorganized Debtor, nor the Trustee shall be required to comply with the provisions of Section 345(b) of the Bankruptcy Code. The United States Trustee will no longer be required to be a joint signatory on any account maintained by the Trustee. Except as may be otherwise determined by the Trustee in his sole and absolute discretion, the Trustee shall remain in control of all Cash of the Estate until all distributions (including funding of Disputed Claim Reserves) as required by this Plan have been made. 5.9 Unclaimed Property. Any Plan Common Stock, Cash, or other assets and property to be distributed at any time under this Plan (including any distributions held by the Indenture Trustee) which remain unclaimed or otherwise not deliverable to the Person entitled thereto before the later of a) two (2) years after the Effective Date or b) sixty (60) calendar days after an Order allowing such Person's Claim has become a Final Order, shall become vested in, and shall be transferred and delivered to, the Reorganized Debtor (or its successor-in-interest, if any), with such unclaimed Plan Common Stock to be held by the Reorganized Debtor as treasury stock. In such event, such Person's Claim shall no longer be deemed to be "Allowed" and such Person shall be deemed to have no further Claim in respect of such distribution and shall not participate in any further distributions under this Plan, and such Person shall have no claims of any kind against the Page 43 Trustee, the Estate, the Debtor, the Reorganized Debtor, the Disbursing Agent or the Indenture Trustee and such claim shall be discharged and forever barred. In such event, if the Indenture Trustee is in possession of any Cash which has not been claimed by a Claimant possessing an Allowed Debenture Claim, then the Indenture Trustee shall then deliver to the Reorganized Debtor (or its successor-in-interest, if any) any such Cash (with all accrued interest thereon) still held by the Indenture Trustee. 5.10 Exoneration and Release. Provided that the Debtor, current management, the Reorganized Debtor, the Trustee, or the Trustee's Professionals are not found by Final Order to have intentionally and materially harmed the Estate by willful misconduct resulting in personal gain other than Allowed fees for services rendered, they and each of them shall not be liable to any Claimant, Interestholder or other party with respect to any action, forbearance from action, decision, or exercise of discretion taken at any time on or after the Petition Date in connection with: a) the administration or operation of the Debtor, the Debtor's Subsidiaries, or the Estate; b) the implementation of any of the transactions provided for, or contemplated in, this Plan or the Plan Documents; or c) the negotiation, drafting and implementation of the Plan and all Plan Documents, and the administration of this Plan or the assets and property (including any Cash to be distributed pursuant to this Plan and the Plan Documents). The Debtor, current management, the Reorganized Debtor, the Trustee, and the Trustee's Professionals may rely upon the opinions of counsel, certified public accountants, and other experts or professionals employed by the Debtor, the Reorganized Debtor, or the Trustee, and such reliance shall conclusively establish they each did not willfully, intentionally and materially harm the Page 44 Estate for personal gain. All actions, suits or proceedings by any Claimant, Interestholder or other party in interest contesting any action by, or non-action of, the Debtor, current management, the Reorganized Debtor, the Trustee, or the Trustee's Professionals shall be brought solely in the Bankruptcy Court and the Estate and the Reorganized Debtor shall pay for the defense of, and adverse judgments suffered by, and settlements of, the Trustee and the Trustee's Professionals and current management as invoices are furnished to them; provided, however, that all funds advanced pursuant to this provision shall be returned by each defendant finally determined by Final Order to have willfully, intentionally and materially harmed the Estate for personal gain. 5.11 Form of Payments. Payment to be made by the Trustee or the Disbursing Agent pursuant to this Plan shall be made by check drawn on a domestic bank or, in the discretion of the Trustee or the Disbursing Agent, by wire transfer from a domestic bank. 5.12 Further Authorizations. The Trustee and the Reorganized Debtor, if and to the extent necessary, may seek such orders, judgments, injunctions, and rulings that may be required to carry out further the intentions and purposes, and give full effect to the provisions, of this Plan. 5.13 Plan Documents. On or before the tenth day before the first scheduled Confirmation Hearing the Trustee shall file with the Bankruptcy Court unexecuted copies of Plan Documents known to be necessary at that time, together with all necessary exhibits or schedules thereto, as may be necessary or appropriate to effectuate the terms and conditions of this Plan. Nothing herein shall preclude the Trustee from entering into additional Plan Documents as necessary or desirable, after confirmation of the Plan. Page 45 5.14 Transfer Taxes. The issuance, transfer or exchange of any of the Plan Common Stock issued under, or the transfer of any other assets or property pursuant to, this Plan or the Plan Documents, or the making or delivery of an instrument of transfer under this Plan or the Plan Documents, shall not (and the Confirmation Order may so order), be taxed under any law imposing a stamp tax, transfer tax or other similar tax. 5.15 Recordable Order. The Confirmation Order may be declared to be in recordable form, and shall be accepted by any recording officer for filing and recording purposes without further or additional orders, certifications, or other supporting documents. 5.16 Claim Amendment and Late Claims. No filed or scheduled Claim can be amended upwards after the Bankruptcy Court's approval of the Disclosure Statement without the written consent of the Trustee, and any such attempt to so amend a Claim shall be null and void. No Late Claims or additional Claims of any kind whatsoever may be filed after the commencement of the Confirmation Hearing, and any such attempt to do so shall be null and void. No Late Claims shall be Allowed for any reason unless such Late Claims are listed as Disputed on the Exhibits attached hereto in which event such Late Claims shall be Allowed only if so ordered by the Bankruptcy Court. No reserves shall be created or held for unlisted Late Claims. This Plan shall not alter, amend or affect the effectiveness of the Bankruptcy Court's previously entered "Order Establishing a Supplementary Claims Bar Date" dated September 10, 1996 and entered on September 11, 1996. 5.17 Effectuating Documents; Further Transactions. The Trustee shall be authorized to execute, deliver, file, or record such contracts, instruments, releases and other agreements or Page 46 documents and take such actions as may be necessary or appropriate to effectuate and further evidence the terms and conditions of this Plan, and shall be authorized to certify or attest to any of the foregoing actions, without further notice, hearing or order. 5.18 Corporate Action. All matters provided for under this Plan and under the Plan Documents involving the corporate structure of the Debtor or the Reorganized Debtor or corporate action to be taken by, or required of the Trustee, the Debtor, or the Reorganized Debtor (including all previous post-petition actions taken by the Debtor or the Trustee) shall be deemed to have occurred and be effective as provided herein, and shall be authorized and approved in all respects without any requirement for further action by the stockholders or directors of the Debtor or the Reorganized Debtor. 5.19 Time Bar to Cash Payments. Checks issued by the Trustee, the Reorganized Debtor or by a disbursing agent in respect of Allowed Claims shall be null and void if not cashed within ninety (90) days of the date of issuance thereof. Any amounts paid to a disbursing agent in respect of such a check shall be promptly returned to the Trustee by such disbursing agent upon the written request of the Trustee. Requests for reissuance of any check shall be made in writing directly to the Trustee by the holder of the Allowed Claim with respect to which such check originally was issued. Any claim in respect of such a voided check shall be made on or before the later of a) two (2) years after the Effective Date or b) ninety days after the date of issuance of such check. After such date, all claims under the Plan in respect of void checks shall be discharged and forever barred. After the Distribution Date, no interest shall accrue on any Claim (including any Claim which is entitled pursuant to this Plan to a Cash payment), Page 47 regardless of any post-Distribution Date interest actually earned by the Trustee or the Reorganized Debtor on any funds which will be used to pay such Claim. 5.20 United States Trustee Fees; 28 U.S.C. Section 1930(a)(6). All accrued and unpaid quarterly fees due to the United States Trustee pursuant to 28 U.S.C. Section 1930(a)(6) through the Confirmation Date shall be paid on the Effective Date. Fees payable to the office of the United States Trustee pursuant to 28 U.S.C. Section 1930(a)(6) after the Confirmation Date shall be paid by the Reorganized Debtor to the extent required by 28 U.S.C. Section 1930(a)(6) until entry of the final decree. ARTICLE VI EFFECTS OF PLAN CONFIRMATION 6.1 Debtor Actions. Except for those Debtor Actions which may be compromised and settled pursuant to this Plan, the Debtor Actions shall be preserved and retained by the Reorganized Debtor for enforcement subsequent to the Confirmation of this Plan, and on the Effective Date, such actions shall be assigned to and be vested in the Reorganized Debtor, as a "representative" of the Estate, appointed by the Bankruptcy Court for such purposes within the meaning of Section 1123(b)(3)(B) of the Bankruptcy Code. Such Debtor Actions shall be so vested free and clear of all liens, security interests and other claims or causes of action. 6.2 Discharge and Release of Claims. Except as otherwise provided in this Plan, the entry of the Confirmation Order, as of the Effective Date, will act as a full and complete discharge of all Claims against the Debtor, the Estate, the Reorganized Debtor, current management, the Trustee and his Professionals of any nature whatsoever that arose, or has been asserted against, the Debtor or Estate at any time before the entry of the Confirmation Order or that arises from any pre-Confirmation conduct of the Debtor or the Page 48 Estate whether or not the Claim is known to or knowable by the Claimant or Interestholder. The discharge will become effective as to each Claim, whether or not the Claim constituted an Allowed Claim, whether or not the holder of the Claim voted to accept this Plan and whether or not the Claim was classified or treated in this Plan. The Confirmation Order shall be a judicial determination of discharge of all Claims against or liabilities of the Debtor and the Estate, and all successors thereto. In addition, the Confirmation Order will operate as a general adjudication with prejudice, as of the Effective Date, of all pending legal proceedings against the Debtor or the Estate and its assets and properties as well as any proceedings not yet instituted against the Debtor or the Estate or its assets and properties, except as otherwise provided in this Plan. Pursuant to Section 524 of the Bankruptcy Code, the discharge herein provided shall operate as an injunction against the prosecution of any Claim so discharged. This Plan shall not alter, amend or affect the effectiveness of the Bankruptcy Court's previously entered "Order Establishing a Supplementary Claims Bar Date" dated September 10, 1996 and entered on September 11, 1996. 6.3 No Liability for Tax Claims. Except for the Allowed Priority Tax Claims, no federal, state, local or foreign taxing entity or authority shall have any Allowed Claim of any kind against the Debtor, the Estate, the Trustee or the Reorganized Debtor for taxes, penalties or interest, if any, for any filed or amended income tax return or franchise tax return which was filed by Bonneville Pacific Corporation, the Debtor or the Estate (such returns having been filed on a consolidated basis) any time on or before sixty (60) days prior to the Effective Date. Section 505 of the Bankruptcy Code shall continue to be applicable for tax matters Page 49 relating to the Debtor or the Reorganized Debtor for all tax periods during the Reorganization Case and during the consummation of this Plan. 6.4 Revesting. Except as otherwise expressly provided in this Plan (e.g., Disputed Claim Reserves, Cash retained by the Trustee in order to make distributions pursuant to this Plan, etc.), on the Effective Date, the Reorganized Debtor will be vested with all of the assets and property of its Estate, free and clear of all claims, liens, encumbrances, charges, and other interests of Claimants or Interestholders, and may operate its business free of any restrictions imposed by the Bankruptcy Code or by the Bankruptcy Court. Such assets and property of the Estate include any and all rights of the Debtor or the Trustee which were granted by various Persons in settlement agreements which were approved by the Bankruptcy Court, such settlements having resolved litigation (or threatened litigation) initiated by the Trustee on behalf of the Estate, including but not limited to settlements reached in that certain litigation entitled SEGAL V. PORTLAND GENERAL, ET AL., United States District Court for the District of Utah, Case No. 92C-364J, and severed cases related thereto. 6.5 Permanent Injunction. Except as otherwise expressly provided in this Plan, all Persons who have held, hold or may hold Claims or Interests are permanently enjoined on and after the Confirmation Date from: a) commencing or continuing in any manner any action or other proceeding of any kind with respect to any such Claim or Interest against the Debtor, the Estate, the Reorganized Debtor, the Trustee, the Trustee's Professionals, Affiliates, Subsidiaries, or any of their respective officers, directors, employees with respect to any such Claim or Interest; b) the enforcement, attachment, collection or recovery by any manner or means of any judgment, award, decree, or order against the Estate, Page 50 the Debtor, the Reorganized Debtor, the Trustee, the Trustee's Professionals, Affiliates, Subsidiaries, or any of their respective officers, directors, employees with respect to any such Claim or Interest; c) creating, perfecting or enforcing any encumbrance of any kind against the Estate, the Debtor, the Reorganized Debtor, the Trustee, the Trustee's Professionals, Affiliates, Subsidiaries, or any of their respective officers, directors, employees or against the property of the Debtor, the Estate, the Reorganized Debtor, the Trustee, the Trustee's Professionals, Affiliates, Subsidiaries, or any of their respective officers, directors, employees with respect to any such Claim or Interest; d) asserting any setoff, right of subrogation, or recoupment of any kind against any obligation due the Debtor, the Estate, the Reorganized Debtor, the Trustee, the Trustee's Professionals, Affiliates, Subsidiaries, or any of their respective officers, directors, employees or against the property of the Debtor, the Estate, the Reorganized Debtor, the Trustee, the Trustee's Professionals, Affiliates, Subsidiaries, or any of their respective officers, directors, employees with respect to any such Claim or Interest; and e) any act, in any manner, in any place whatsoever, that does not conform to, or comply with, the provisions of this Plan or the Plan Documents; provided, however, that such permanent injunction shall not impair the rights of the Reorganized Debtor to prosecute any Debtor Action. Further, this Plan shall not alter, amend or affect the effectiveness of the Bankruptcy Court's previously entered "Order Establishing a Supplementary Claims Bar Date" dated September 10, 1996 and entered on September 11, 1996. 6.6 Disallowed Claims. The filing of this Plan and its submission to Claimants holding all Claims against the Estate shall constitute an objection to all Claims that are not Allowed as Page 51 set forth in this Plan. On and after the Effective Date, the Debtor and the Estate will be fully and finally discharged of any obligation on a Disallowed Claim, and any order or judgment creating a Disallowed Claim which is not a Final Order as of the Effective Date solely because of a Person's right to move for reconsideration of such Order or judgment pursuant to Sections 502(e)(2) and/or 502(j) of the Bankruptcy Code and Bankruptcy Rule 3008 shall nevertheless become and be deemed a Final Order on the Effective Date. The Confirmation Order, except as otherwise expressly provided in this Plan, shall constitute a Final Order disallowing all Claims to the extent such Claims are not Allowed as set forth in this Plan or are not expressly designated as Disputed Claims in this Plan, including, but not limited to, disallowing all time-barred Claims, Claims for unmatured interest and any Claims for penalties or punitive damages. ARTICLE VII TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES 7.1 Rejection of Executory Contracts. This Plan constitutes and incorporates a motion by the Trustee, pursuant to Section 365 of the Bankruptcy Code, to reject any and all executory contracts and unexpired leases of the Debtor, except: a) those which, before the Confirmation Date, have been rejected or assumed pursuant to an Order of the Bankruptcy Court or be the subject of pending motions by the Trustee to reject or assume pursuant to Section 365 of the Bankruptcy Code; b) those executory contracts and unexpired leases specifically designated on the schedule attached as Exhibit "J" hereto which are to be assumed, or assumed and assigned where applicable, by the Trustee (which list may be further amended or supplemented prior to the Confirmation of this Plan); and c) those which are specifically treated otherwise in this Plan. Executory contracts (in addition to those which appear on Exhibit "K", if Page 52 any) which are hereby expressly assumed in this Plan by the Debtor (and assigned to the Reorganized Debtor) are: 1) the "Office Building Lease" agreement between KTR/Dorn, LLC as successor in interest to 50 West Broadway Associates as landlord and Bonneville Pacific Corporation as tenant, dated February 14, 1996, and any extensions thereof, concerning the Debtor's lease of its Salt Lake office space; 2) the 1992 Legal Representation Agreement between the Trustee and the law firm of Beus, Gilbert & Morrill; and 3) those contracts in any way related to a) the NCA # 1 power project located near Las Vegas, Nevada (including the Debtor's guarantee of the tax exempt financing relating to such project); b) Bonneville Pacific Services Company, Inc.; c) Bonneville Fuels Corporation or its affiliates or subsidiaries; and d) the Kyocera power project located near San Diego, California. All of the aforesaid executory contracts expressly assumed in the Plan are current and, therefore, there are no defaults to be cured. The Trustee on behalf of the Debtor hereby expressly rejects any and all prepetition contracts related to stock options (relating to the Existing Common Stock) previously granted to the Debtor's officers, directors or employees or to any other Person. 7.2 Damages Upon Rejection. The Bankruptcy Court shall determine the dollar amount, if any, of the Claim of any Claimant seeking damages by reason of the rejection of any such executory contract or unexpired lease; provided such Claimant files a Proof of Claim in the Bankruptcy Court before thirty (30) calendar days following the Confirmation Date; if no proof of claim is timely filed then the Claimant will have no Claim of any kind against the Estate, the Debtor or the Reorganized Debtor and shall have no claim of any kind under the Plan. To the extent such damages are Page 53 finally Allowed by the Bankruptcy Court, such Claimants shall thereafter become Claimants holding Class 3 Claims, and shall receive distributions as Claimants holding Allowed Claims in such Class pursuant to this Plan. This Plan shall constitute notice to Persons who may assert a Claim for damages for the rejection of an executory contract or unexpired lease by reason of this Article 7 of this Plan of the bar date for filing a Proof of Claim in connection therewith; provided, however, that the Trustee shall have no obligation to notify such Persons that the Confirmation Date has occurred. ARTICLE VIII RETENTION OF JURISDICTION 8.1 Jurisdiction. The Bankruptcy Court shall retain the fullest and most extensive subject matter jurisdiction permissible, including that necessary to ensure that the purposes and intent of this Plan are carried out, and to hear and determine all Claims provided for in this Plan and all Claims that were or could have been brought against the Estate, the Debtor or the Reorganized Debtor. Except as otherwise provided in this Plan, the Bankruptcy Court shall retain subject matter jurisdiction to the fullest extent permitted by law to hear and determine all Claims against the Debtor or the Estate and to adjudicate and enforce the Debtor Actions and all other causes of action which may exist on behalf of the Debtor or the Reorganized Debtor. Such subject-matter jurisdiction shall continue even if a final decree has been entered by the Bankruptcy Court. Nothing herein contained shall prevent the Reorganized Debtor from taking such action as may be necessary in the enforcement of any Debtor Action or other cause of action which may exist on behalf of the Estate or the Debtor and which may not have been enforced or prosecuted by the Debtor or the Trustee, Page 54 which Debtor Action or other causes of action shall survive Confirmation and consummation of this Plan and shall not be affected thereby except as specifically provided herein. 8.2 General Retention. Following the Confirmation of this Plan, the Bankruptcy Court shall further retain subject matter jurisdiction for the purpose of classification of any Claim of any Claimant and the re-examination of Claims which have been Allowed for purposes of voting, and the determination of such objections as may be filed with the Bankruptcy Court against any Claim of any Claimant. The failure by the Trustee to object to, or examine, any Claim for the purposes of voting, shall not be deemed a waiver of the right of the Trustee to object to, or re-examine, or reconsider, such Claim, in whole or part. 8.3 Specific Purposes. In addition to the foregoing, the Bankruptcy Court shall, without limitation, retain subject-matter jurisdiction (and exclusive jurisdiction where applicable) for the following specific purposes after the Confirmation of this Plan: (a) to modify this Plan or any of the Plan Documents after Confirmation pursuant to the Bankruptcy Rules and the Bankruptcy Code; (b) to assure the performance by the Trustee, the Reorganized Debtor or the Indenture Trustee of their obligations to make distributions under this Plan and the Plan Documents; (c) to enforce and interpret the discharge, the terms and conditions of this Plan, the Plan Documents and the Confirmation Order; (d) to enter such Orders, including injunctions, as are necessary to enforce the title, rights, and powers of the Trustee or the Reorganized Debtor, including, without limitation, Orders Page 55 authorizing or directing amendments to the articles of incorporation and bylaws of the Reorganized Debtor and Orders authorizing or directing amendments, extensions or waivers of the terms of the Plan Documents, and to impose such limitations, restrictions, terms, and conditions on such title, rights, and powers as the Bankruptcy Court may deem necessary; (e) to enter an Order closing the Reorganization Case; (f) to enter such Orders as may be necessary to facilitate and effect the liquidation and disposition by the Reorganized Debtor of any of the Reorganized Debtor's Assets; (g) to correct any defect, cure any omission, or reconcile any inconsistency in this Plan, the Plan Documents, or the Confirmation Order as may be necessary to carry out the purposes and intent of this Plan, including the adjustment of the date(s) of performance under this Plan, the Plan Documents, and any other documents related thereto in the event the Effective Date does not occur as provided herein, so that the intended effect of this Plan, the Plan Documents, and such other documents may be substantially realized thereby; (h) to decide issues concerning federal, state or local tax reporting, withholding and payment matters which arise in connection with the Confirmation or consummation of this Plan or arise for any tax period on or before the Effective Date (with Section 505 of the Bankruptcy Code to be applicable); (i) to hear and determine all Debtor Actions and collect, compromise, discharge, and/or release all Debtor Action Recoveries and grant such other relief as may be appropriate thereto; Page 56 (j) to hear and approve all professional fees, including those of the Indenture Trustee unless otherwise provided in the Plan; (k) to hear and determine any causes of action arising during the period from the Petition Date through the consummation of this Plan or in any way related to this Plan or the transactions contemplated hereby against the Debtor, the Estate, the Reorganized Debtor, the Trustee, the Trustee's Professionals, Affiliates, Subsidiaries, and their respective officers, directors, shareholders, members, attorneys, financial advisors, representatives, and agents; (l) to determine any and all issues concerning the rejection, assumption or assignment of executory contracts or unexpired leases and the allowance of any Claim resulting therefrom; (m) to determine such other matters and for such other purposes as may be provided in the Confirmation Order; (n) to consider and act on the compromise and settlement of any Claim against or Interest in the Debtor or its Estate as set forth in this Plan; (o) to determine all questions and disputes regarding title to the assets of the Debtor, its Estate or the Reorganized Debtor; (p) to construe, enforce and resolve all questions and disputes relating to employment agreements of the Debtor, if any, existing or approved by the Bankruptcy Court at or before Confirmation; Page 57 (q) to determine all matters relating to or affecting the administration of the Estate, the adjustment of the relationship between the Claimants and the Debtor or the Reorganized Debtor, and the Existing and Plan Common Stock; (r) to construe, resolve or enforce all settlement agreements entered into by the Trustee which were approved by the Bankruptcy Court; and (s) to reopen the case for cause. 8.4. Venue. Venue for all matters relating to the Plan and the Plan Documents, Claims, Interests, the Debtor, the Reorganized Debtor, the Trustee, the Estate, the Debtor Actions, and for all matters for which exclusive jurisdiction is retained by the Bankruptcy Court under this Plan shall be in the District of Utah, Central Division. ARTICLE IX CONDITIONS PRECEDENT TO CONFIRMATION AND EFFECTIVE DATE 9.1 Conditions to Confirmation. Confirmation of this Plan shall not occur unless each of the following conditions precedent has occurred: (a) Disclosure Statement. The Bankruptcy Court shall have approved the Disclosure Statement. (b) Confirmation Order. The Confirmation Order, in form and substance acceptable to the Trustee, shall have been entered by the Bankruptcy Court. 9.2 Conditions to Effective Date. Notwithstanding any other provision of this Plan or the Confirmation Order, the Effective Date of this Plan shall not occur unless and until each of the following conditions precedent has occurred: Page 58 (a) Confirmation Order. The Confirmation Order shall have been entered by the Bankruptcy Court for at least ten (10) days and the operation or effectiveness of that order has not been stayed. (b) Corporate Documents. The Reorganized Debtor Corporate Documents and the other applicable corporate documents necessary or appropriate to the implementation of this Plan (in the sole discretion of the Trustee) shall have been executed, delivered, and, where applicable, filed with the appropriate governmental authorities. (c) United States Trustee's Fees. The Allowed fees of the United States Trustee then owing by the Debtor, including those pursuant to 28 U.S.C. Section 1930(c)(6), shall have been paid in full. (d) IRS Ruling. The Trustee shall have obtained, in his sole discretion, a private letter ruling (or rulings) from the IRS, satisfactory to the Trustee with respect to such federal income tax issues as may be necessary or appropriate to implement this Plan. (e) Trustee's Notice. The Trustee has filed with the Bankruptcy Court a notice that he is prepared for the Plan to become effective. 9.3 Annulment of Confirmation Order. Notwithstanding any other provision of this Plan or the Confirmation Order, this Plan shall not be binding on any party-in-interest unless and until each of the foregoing conditions to Confirmation and the Effective Date have occurred pursuant to Article 9.2 of this Plan, and the Confirmation Order shall be deemed annulled when the Trustee files Page 59 with the Bankruptcy Court a pleading notifying the Court and parties-in-interest that a condition to the Effective Date has not occurred. ARTICLE X ACCEPTANCE OR REJECTION OF PLAN 10.1 Classes Entitled to Vote. Each impaired Class of Claims (i.e., Classes 5, 6, 7, 8, 9 and 10) shall be entitled to vote separately to accept or reject this Plan. Any unimpaired Class of Claims or Interests (i.e., Classes 1, 2, 3, 4 and 11), and each holder of a Claim or Interest in such Class, are conclusively presumed to have accepted the Plan; however, see the voting requirement set forth in Article 10.4 below for such unimpaired classes. If a dispute arises as to whether a Claim or Interest or any Class of Claims or Interests is impaired under this Plan, the Bankruptcy Court shall, at or prior to the Confirmation Hearing, determine such dispute. Nothing contained in this Plan shall in any way limit the right of the Trustee to request the Bankruptcy Court to designate, pursuant to Section 1126(e) of the Bankruptcy Code, any Claimant as an entity whose acceptance or rejection of this Plan was not in good faith or was not solicited or procured in good faith or in accordance with the provisions of Chapter 11 of the Bankruptcy Code. 10.2 Class Acceptance Requirement. An impaired Class of Claims shall have accepted this Plan if it is accepted by at least two-thirds (2/3) in amount and more than one-half (1/2) in number of the Allowed Claims of such Class. A Class of Interests, if impaired, shall have accepted this Plan if it is accepted by Interestholders holding two-thirds (2/3) in amount of the Allowed Interests in such Class. If an impaired Claimant or Interestholder fails to vote, then the Claimant or Interestholder may be deemed to have accepted the Plan and also may be deemed to have voted to accept the Plan. Page 60 10.3 Cramdown. If any impaired Class of Claims or Interests fail to accept this Plan by the requisite majority or if the Bankruptcy Court determines that one or more of the unimpaired Classes is in fact impaired, then the Trustee reserves the right to request that the Bankruptcy Court confirm this Plan in accordance with Section 1129(b) of the Bankruptcy Code. 10.4 Advisory Vote. Although Classes 1, 2, 3, 4 and 11 are not treated under this Plan as impaired Classes, each holder of a Claim or Interest on the Record Date in such Classes shall be entitled to vote in order to, among other things, advise the Bankruptcy Court whether the Claimants or Interestholders in each Class support (accept) the Plan. If the Bankruptcy Court determines that any of such Classes are impaired, then the vote of such Class shall be counted, in accordance with Article 10.2 of this Plan, to determine if such Class has voted to accept or to reject the Plan. ARTICLE XI MISCELLANEOUS PROVISIONS 11.1 Revocation of Plan. The Trustee reserves the right in his sole and absolute discretion to revoke and withdraw this Plan at any time before the Effective Date. If the Trustee revokes or withdraws this Plan, or if the Effective Date for this Plan does not occur, then this Plan shall be deemed null and void and nothing contained herein or in any pleading related in any way to the Plan, including the Disclosure Statement, shall be deemed to constitute a waiver or release of any Claims by or against the Estate, or any other Person, or to prejudice in any manner or to be used against the Trustee, the Debtor or the Estate in any proceedings of any kind involving the Trustee, the Estate or the Debtor. Page 61 11.2 Headings. Headings are utilized in this Plan for convenience and reference only, and shall not constitute a part of this Plan for any other purpose. 11.3 Due Authorization by Claimants. In making the distributions required by this Plan, the Trustee may rely for all purposes on the records of the Clerk of the Bankruptcy Court as to whether a Claim has been transferred in strict compliance with Rule 3001(e) of the Bankruptcy Rules. Each and every Claimant who participates in the distributions provided for herein warrants to the Trustee, the Debtor, the Estate and the Reorganized Debtor that such Claimant is authorized to receive and accept, in consideration of its Claim against the Debtor or the Estate, the distributions provided for in this Plan, and that there are no executory or consummated commitments, agreements, assignments, or understandings, express or implied, that may or can in any way defeat or modify the rights conveyed, or obligations undertaken, by such Claimant under this Plan. By accepting any distribution provided for by the Plan, the Claimant is representing and warranting to the Trustee, the Estate, the Debtor and the Reorganized Debtor that the Claimant is legally entitled to the distribution and the Claimant has not sold, conveyed, transferred or assigned its rights to the distribution to another Person. Breach of this warranty by the Claimant will result in the Claimant being liable to the Trustee, the Estate, the Debtor or the Reorganized Debtor, as the case may be, for all damages directly or indirectly caused by such breach. If the Claimant has transferred or assigned its Claim but the Claimant nonetheless received a distribution under this Plan, then the assignor shall immediately transfer the distribution to the assignee; however, if the assignor fails to so transfer such distribution, the assignee of the Claimant or Interestholder shall possess no claim, cause of action Page 62 or recourse of any kind whatsoever against the Estate, the Trustee, the Debtor or the Reorganized Debtor (or their respective agents) and the assignees' sole and exclusive remedy and recourse shall be against the assignor of the Claim who actually received the distribution. If, at the Distribution Date, the Trustee has not been able to ascertain to his satisfaction who is the Person entitled to a distribution as set forth in this Plan, then the Trustee may a) refrain from making such distribution until such time as the Trustee is satisfied as to which Person is entitled to the distribution or b) file an interpleader action with the Bankruptcy Court so that the various Claimants to the subject distribution can adjudicate their respective Claims; in an interpleader action, the prevailing Person shall pay the Trustee's (and his Professionals') reasonable fees and costs incurred in connection with the interpleader action. 11.4 Payment or Distribution Dates. Whenever any payment or distribution to be made under this Plan shall be due on a day other than a Business Day, such payment or distribution shall, instead, be made, without interest, on the next Business Day thereafter. 11.5 Modification of Payment Terms. The Trustee reserves the right to modify the treatment of any Allowed Claim, as provided in Section 1123(a)(4) of the Bankruptcy Code, at any time after the Effective Date upon the consent of the Claimant whose Allowed Claim treatment is being modified. 11.6 Entire Agreement. This Plan and the Exhibits hereto, along with the Confirmation Order, sets forth the entire agreement and understanding among the parties hereto relating to the subject matter hereof and supersedes all prior discussions and documents. No party hereto shall be bound by any terms, conditions, Page 63 definitions, warranties, understandings, or representations with respect to the subject matter hereof, other than as expressly provided for in the documents referred to in the preceding sentence or as may hereafter be agreed to by the parties in writing. Provided, however, nothing contained herein shall in any way alter, amend or affect any Bankruptcy Court approved settlement agreement between the Trustee and any Person. 11.7 Administrative Claims Bar Date. Except as otherwise expressly provided in this Plan or unless otherwise ordered by the Bankruptcy Court, the Confirmation Order will operate to set a bar date for Administrative Claims, including but not limited to claims for "substantial contribution" pursuant to Section 503(b) of the Bankruptcy Code (but see Article 4.3(d) of this Plan), for all Administrative Claims not previously barred, which bar date shall be sixty (60) days after the Effective Date. Neither the Debtor, the Estate, the Reorganized Debtor nor the Trustee shall have any obligation to notify any potential Administrative Claim Claimant that the Effective Date has occurred. Except as otherwise expressly provided in this Plan, Claimants holding any Administrative Claims against the Estate not paid on the Effective Date must file with the Bankruptcy Court a request for payment or a verified fee and cost applications on or before such bar date. If such requests or applications have not been timely filed, such Claims will be disallowed, discharged and forever barred and such Claimants shall have no claims of any kind under this Plan. Provided, however, this Plan shall not alter, amend or affect the effectiveness of the Bankruptcy Court's previously entered "Order Establishing a Supplementary Claims Bar Date" dated September 10, 1996 and entered on September 11, 1996. Page 64 11.8 Post-Effective Date Fees of the Trustee or the Trustee's Professionals. After the Effective Date the Bankruptcy Court may enter an order pursuant to Section 330 of the Bankruptcy Code approving as final fees and costs (as contrasted to interim fees and costs) all fees and costs paid or authorized to be paid to the Trustee or the Trustee's Professionals from the Petition Date to the Effective Date. For periods after the Effective Date, the Trustee and his Professionals a) shall perform their respective obligations as set forth in this Plan and b) may provide other services to the Reorganized Debtor as requested by the Reorganized Debtor. After the Effective Date the Trustee may seek compensation from the Reorganized Debtor for post Effective Date services rendered by the Trustee in connection with this Plan at the usual hourly rate then charged by him. Invoices for fees and costs for the Trustee or his Professionals for periods after the Effective Date may be submitted by the Trustee or his Professionals to the Reorganized Debtor every thirty (30) days; copies of such invoices shall also be filed with the Bankruptcy Court and served upon the United States Trustee and all other parties-in-interest who have filed after the Confirmation Hearing a notice with the Bankruptcy Court (and served a copy on both the Trustee and his general counsel) specifically requesting a copy of such invoices. If no such notified party-in-interest objects in writing to such invoices within fifteen (15) days after the filing and mailing of the copies of the invoices, then the Reorganized Debtor shall promptly pay such invoices. If any party-in-interest, including the Reorganized Debtor, timely objects to paying all or part of such invoices, then upon fifteen (15) days notice by mail to the objecting party the Trustee or his Professionals may schedule a hearing before the Bankruptcy Court concerning the payment of the invoice(s) and the Bankruptcy Court shall then determine what portion of the invoice(s), if any, shall be paid by the Reorganized Debtor. After Page 65 the Effective Date the Reorganized Debtor may retain and pay professionals (other than the Trustee and his Professionals) without Bankruptcy Court approval. 11.9 Confirmation Order. In addition to the requirements set forth in this Plan, the Confirmation Order may also ratify all actions taken by the Debtor, the Estate and the Trustee during the period commencing on the Appointment Date and ending on the Effective Date. 11.10 Dissolution of the Official Committees. Unless otherwise provided in the Confirmation Order or as subsequently ordered by the Bankruptcy Court, on the Effective Date, all statutory creditors' or equity holders' committees appointed in the Reorganization Case, if any, will be dissolved and the members thereof released and discharged of and from all further authority, duties, responsibilities, and obligations related to, or arising from, the Reorganization Case. 11.11 Discharge of the Trustee. Following substantial consummation of the Plan and upon motion by the Trustee, the Bankruptcy Court may enter an order releasing and discharging the Trustee from any and all further authority, duties, responsibilities and obligations related to, or arising from, the Reorganization Case or this Plan. After the Effective Date, the Trustee shall have no further obligation to post fidelity or other bonds unless otherwise directed by the Bankruptcy Court. After the Effective Date, neither the Trustee nor the Reorganized Debtor shall be required to file monthly financial statements with the Bankruptcy Court. 11.12 Governing Law. Except to the extent that Federal law (including, without limitation, the Bankruptcy Code and the Bankruptcy Rules) is applicable, the rights and obligations arising Page 66 under this Plan shall be governed by, and construed and enforced in accordance with, the laws of the State of Utah, without giving effect to the principles of conflicts of law thereof. 11.13 Severability. Should the Bankruptcy Court determine, prior to the Confirmation Date, that any provision in this Plan is either illegal on its face or illegal as applied to any Claim or Interest, such provision shall be unenforceable either as to all Claimants holding Claims or Interestholders holding Interests or as to the Claimant or Interestholder holding such Claim or Interest as to which the provision is illegal, respectively. Such a determination of unenforceability shall in no way limit or affect the enforceability and operative effect of any other provision of this Plan unless the Trustee concludes, in his sole and absolute discretion, that the determination of unenforceability changes the economics of the Plan in a manner he does not support in which case the Trustee may amend or revoke the Plan. 11.14 Time. In computing any period of time prescribed or allowed by this Plan, the day of the act, event, or default from which the designated period of time begins to run shall not be included. The last day of the period so computed shall be included, unless it is not a Business Day, in which event the period runs until the end of the next day which is a Business Day. When the period of time prescribed or allowed is less than eleven (11) days, intermediate days that are not Business Days shall be excluded in the computation. 11.15 No Interest. Except as expressly stated in this Plan, no interest, penalty or late charge, fees or costs arising or accruing after the Petition Date are to be allowed on any Claim. Page 67 11.16 No Attorneys' Fees. No attorneys' fees shall be paid with respect to any Claim (except an Allowed Administrative Claim for attorneys' fees) or Interest except as specified herein or as Allowed by a Final Order of the Bankruptcy Court. 11.17 Addresses for Distributions to Claimants Holding Allowed Claims. Unless otherwise provided in this Plan, the Plan Documents, or a Final Order of the Bankruptcy Court, distributions and payments to be made under this Plan shall be made by first class United States mail, postage pre-paid to: a) the latest mailing address set forth in a Proof of Claim timely filed with the Bankruptcy Court by or on behalf of such Claimant; b) if no such Proof of Claim has been timely filed, then the mailing address set forth in the Schedules, as amended; or c) such other address as the Claimant has, in writing, given to the Trustee. Neither the Trustee, his Professionals nor the Reorganized Debtor shall be required to make any other effort to locate or ascertain the address of the holder of any Claim. 11.18 Consent to Jurisdiction. The Reorganized Debtor and each of the Claimants or Interestholders who are entitled to receive distributions or retain the Existing Common Stock pursuant to the terms of this Plan consent to the jurisdiction of Bankruptcy Court, or any successor thereto, and agrees that it shall be the preferred forum for all proceedings relating to this Plan. By accepting any distribution under the Plan or retaining the Existing Common Stock, each Claimant or Interestholder (or their respective assignee) consents to the jurisdiction and venue of the Bankruptcy Court for all matters concerning this Plan and the distributions hereunder, all matters set forth in Article VIII herein, and enforcement by the Trustee, the Debtor or the Reorganized Debtor of Page 68 their respective rights set forth in Article 11.3 of this Plan, and agrees that the Bankruptcy Court shall be the preferred forum for all proceedings related to such matters. 11.19 Setoffs. Subject to the limitations provided in Section 553 of the Bankruptcy Code, the Trustee may, but shall not be required to, set off against any Claim or Interest and the payments or other distributions to be made pursuant to this Plan in respect of such Claim, claims of any nature whatsoever the Estate, the Debtor or Reorganized Debtor may have against the Claimant or Interestholder holding such Claim or Interest, but neither the failure to do so nor the allowance of any Claim hereunder shall constitute a waiver or release by the Trustee of any asserted or unasserted claim that the Debtor or the Estate may have against such Claimant or Interestholder. This provision does not alter, amend or affect Section 502(d) of the Bankruptcy Code as it may be applicable to this Plan, any Claim to be paid pursuant to this Plan, or any claim arising pursuant to this Plan. 11.20 Debtor's Business Records and Other Documents. After the Effective Date the Trustee or the Reorganized Debtor may dispose of (destroy) such prepetition or post-petition business records or other documents of the Estate, the Debtor or the Debtor's Affiliates as the Trustee or the Reorganized Debtor, in their sole business judgment, deem appropriate without further notice. 11.21 ERISA Compliance. The Trustee, the Estate, the Debtor and the Reorganized Debtor may take all appropriate actions, including the expenditure of Cash, to comply with all of the Debtor's, the Estate's, the Reorganized Debtor's or their respective Affiliates' legal requirements mandated by ERISA or similar state or federal laws including, but not limited to, matters related to the Debtor's (and its Affiliates') Section Page 69 401(K) plan and the Debtor's (and its Affiliates') ESOP plan. 11.22 Claim Estimation. The Bankruptcy Court may estimate a Disputed Claim for purposes of distribution under this Plan or for any other purpose pursuant to, inter alia, Section 502(c) of the Bankruptcy Code. 11.23 Motion to Estimate Claims or Approve Settlements. To the extent this Plan proposes to Estimate or settle Claims (including Claims objected to in this Plan by the Trustee), e.g., see Article IV of this Plan, then this Plan constitutes and incorporates a motion (or motions) by the Trustee to so Estimate Claims or approve the settlement of Claims, all as set forth in this Plan. The Confirmation Order may provide for i) such Estimation of Claims, ii) sustaining the Trustee's objection to Claims, and/or iii) approving the settlement of Claims, as set forth in this Plan. 11.24 Successors and Assigns. The rights, duties and obligations of any Person named or referred to in this Plan shall be binding upon, and shall inure to the benefit of, the successors and assigns of such Person. ARTICLE XII MODIFICATION OF PLAN The Trustee may modify this Plan under Section 1127 of the Bankruptcy Code at any time prior to the Confirmation Date. After the Confirmation Date, the Trustee may remedy any defects or omissions or reconcile any inconsistencies in this Plan, in the Plan Documents, or the Confirmation Order or any other Order entered for the purpose of implementing this Plan in such manner as Page 70 may be necessary to carry out the purposes and intent of this Plan so long as the interests of Claimants or Interestholders are not materially and adversely affected. DATED this 22nd day of April, 1998 as amended on June 19, 1998. /s/ Roger G. Segal ROGER G. SEGAL, Chapter 11 Trustee for the Estate of Bonneville Pacific Corporation COHNE, RAPPAPORT & SEGAL, P.C. /s/ Vernon L. Hopkinson Vernon L. Hopkinson Daniel J. Torkelson General Counsel for the Trustee EX-99 3 CLASS 1 PLAN (AMENDED) EXHIBIT "A" List of Allowed Other Priority Claims (Class 1) EXHIBIT "A" LIST OF ALLOWED OTHER PRIORITY CLAIMS (CLASS 1)
CLAIM NO. CLAIMANT CLAIM AMOUNT 44 Anderson, Martin C.T. $2,000.00 220 Gardner, Ronald L. $2,000.00 35 Wisner, Michelle M. $366.43 TOTAL: $4,366.43
EX-99 4 CLASS 2 PLAN (AMENDED) EXHIBIT "B" List of Allowed Bank Debt Claims (Class 2) EXHIBIT " B" LIST OF ALLOWED BANK DEBT CLAIMS (CLASS 2)
CLAIM NO. CLAIMANT EXPLANATION NOTES CLAIM AMOUNT 260 Chase Manhattan Bank A $20,290,376.70 186 Commerzbank B $2,250,000.00 145 First Security Bank C $800,000.00 123 State Street Bank $1,000,000.00 1 Valley Bank/Bank One D $5,058,459.00 252 Bank Hapoalim B.M. $5,817.50 246 Caisse Nationale De Credit Agricole E $2,107,686.96 TOTAL: $31,512,340.16
- --------------- A Claim has been assigned (35%) ($7,080,355.99) to Halcyon Distressed Securities, L.P., Halcyon Private Paper, L.P. Gryphon Hidden Values Limited and Gryphon Hidden Values II Limited and (65%) ($13,210,020.72) to Merrill Lynch Pierce Fenner & Smith Incorporated. B Claim has been assigned to Comac Partners L.P. C Claim has been assigned and is owned 50% ($400,000.00) by KCB Service Company fbo Argo Partners and 50% ($400,000.00) by Comac International NV. D Claim has been assigned and is owned by Halcyon Distressed Securities, L.P., Halcyon Private Paper, L.P., Halcyon Alchemy Fund, L.P., Gryphon Hidden Values Limited and Gryphon Hidden Values II Limited. E Claim amount resolved pursuant to letter agreement dated February 23, 1996. Claim consists of $1,026,293.86 of advances and fees on UPL LOC which accrues interest from December 20, 1991, and $1,081,393.10 of advances and fees on ANB LOC which accrues interest from September 23, 1992. EX-99 5 CLASS 3 PLAN (AMENDED) EXHIBIT "C" List of Allowed Trade and Other Claims (Class 3) EXHIBIT " C" LIST OF ALLOWED TRADE AND OTHER CLAIMS (CLASS 3)
CLAIM NO. CLAIMANT EXPLANATION CLAIM AMOUNT NOTES NONE Advance Capital Markets, Inc. B $11,919.39 NONE Allied Oregon Investors $34.50 NONE American Binding Company $82.88 255 American Express Travel Related Ser. $365.63 NONE American Hose & Coupling $46.01 274 Anderson, Lynn E. C $90,100.00 44 Anderson, Martin C.T. (#2) $12,086.20 NONE Apple Spice Junction $101.86 NONE ARA Cory Refreshment $26.44 NONE Arrowhead Drinking Water Co. $806.95 54 Askew, John D. C $43,000.00 NONE Associated Business Products D $321.94 104 AT&T $2,930.84 NONE Atkinson McMahon D $772.81 NONE Atlas Chemical $340.90 NONE Atlas Performance Industries, Inc. A $1,422.74 1706 Automated Office Systems $6,438.21 NONE Baltimore Aircoil $6,839.97 NONE Bankers Trust Company $75.00 NONE Barksdale Controls Division $422.12 180 Barnett Intermountain Water Cons. F $2,507.40 NONE Basin Valve Company $1,121.68 NONE Bedford Enterprises, Inc. $543.71 95 Betz Entec D $6,501.05 262 BH Mortgage Corporation E $450,240.47 NONE Big Wood Canal Company $1,388.49 9 Blosil, Mark W. B $2,329.00 NONE BMC Industries $4,940.29 NONE Bonded Bicycle Couriers $75.29 NONE Bonneville Associates, Inc. $4,141.38 NONE Bonneville Limousine Service D $243.00 NONE Boyd & Associates D $453.60 NONE Broadway Tower $1,200.00 NONE Bureau of Reclamation $2,134.08 240 Business Wire $550.00 NONE BusinessLand, Inc. $1,068.47 NONE Byte $19.97 NONE California Chamber of Commerce $325.00 20 California Electric Supply $1,026.36 NONE Caltrol, Inc. $358.23 NONE Capital Connection, Inc. $230.45 NONE Central Coast Water Treatment F $5,482.00 NONE Chemical Bank Proxy Dept. $56.00 NONE Chemtreat, Inc. $15,644.76 NONE CIMA & RDO Associates D $9,276.75 NONE Cirrus Environmental, Inc $184.00 60 City of Santa Maria $15.69 NONE Clark Boardman Co., Ltd. $124.64 NONE Clark County $15.00 NONE Clearfield City Corporation $16.00 94 Clements, Orlin V. B $24,215.02 75 Cleveland Cotton Products $820.70 238 Coast Rock Products $937.37 NONE Coast Welding Supply $9,234.09 NONE Coffeeman D $313.18 NONE Cogeneration $48.00 NONE Commerce Clearing House, Inc. $143.33 NONE Con-Way Western Express $57.46 NONE Conney Safety Products $516.87 NONE Controlco D $159.51 256 Cooper Energy Services B $33,649.88 NONE Corporate Board, The $56.25 NONE Cox, Ralph F. $9,166.77 NONE Cox, Ralph F. $929.89 NONE Cross Consulting Engineers $133.87 NONE Cuesta Equipment $5,156.10 NONE Culligan $113.79 NONE Custom Computer A $3,929.07 NONE Cyprus Sierrita Corporation $240.00 NONE D.L.S. Energy, Inc. $960.25 96 Dames & Moore $7,998.37 80 Davis Printing $536.64 NONE Day Timers, Inc. $80.03 NONE Depository Trust Co., The $60.00 NONE Dexter $343.07 NONE Duckor & Spradling D $2,829.31 NONE Ebasco Services, Inc. D $45,063.15 NONE ECO-Air Products, Inc. $294.62 51 Ecosystems Research Institute $8,828.47 NONE Electric Power Alert $395.00 NONE Electrical Energy Systems Ana. D $813.75 26 EMED Company, Inc. $113.32 NONE Emery Worldwide, a CF Company $66.56 249 Employers Insurance of Wausau C $29,256.00 NONE Energy & Business Newsletter $1,190.00 NONE ENR McGraw-Hill $49.00 11 Entek Research, Inc. B $11,125.00 NONE Excel Trane $2,562.50 NONE Excelsior Legal Southwest $52.50 NONE Express Vending $60.00 NONE Farm Supply Co. $35.80 NONE Federal Energy Regulatory Comm. $59.40 19 Federal Express $9,472.61 NONE Fidelity Transfer $70.00 NONE Fiesta Travel $2,539.00 NONE Film Factory, The $147.61 233 First Security Bank of Utah, N.A. $7,532.40 NONE Fischer & Porter $351.01 NONE Fisheries West D $1,661.07 NONE Frandzel & Share $1,920.20 NONE Franklin International Institute D $368.31 191 Frazee Industries, Inc. $264.26 120 Fred H. Schott & Associates $3,925.00 NONE Freeport Center $91.51 220 Gardner, Ronald $6,522.00 NONE Gersemann, Dieter $27,906.00 NONE Gottschall Printing $524.80 NONE Government Data Publications $96.75 201 GTE California Incorporated $928.55 NONE GTE Leasing Corporation $10.00 NONE Guarantee Mutual Life Co $3,618.87 NONE H.F. Pearson & Company, Inc. $845.50 41 Harcourt Brace Jovanovich, Inc. $159.38 3599 Harry Clayson U Rent Inc. F $5,595.80 NONE Hatch, Paul D., Esq. $375.00 NONE Hawthorne Power Systems $129.68 257 Haynes Corporation D $8,376.03 NONE Hemming Morse, Inc. $12,050.00 116 Henderson Petroleum Corp. $744.15 210 Hopkins, French, Crocett, Springe $1,642.41 16 Huddart Floral D $192.95 NONE Hydro Energy Development Corp. $2,114.00 97 I.C.M. $3,488.14 NONE IC Security Printers D $269.60 NONE Intermountain Plant Works D $441.45 NONE IT Corporation F $1,089.00 NONE Jamieson & Gutierrez D $4,212.64 NONE Jardine, Emett & Chandler $784.00 14 Jarolimek, Lubos $9,221.05 NONE Johnson Higgins of California $16,847.00 NONE Kaizen, Inc. $150.00 NONE Kaman Bearing & Supply Corporation $14.69 99 Kaman Industrial Technologies $294.81 253 Keegan, Robert A. B $180,000.00 NONE Kelly Company D $559.91 188 Kelly Services, Inc. $170.40 5 Kesler & Rust $1,440.99 NONE Keye Productivity Center $196.00 17 Kinko's of Salt Lake, Inc. $500.82 92 Kraft & McManimon B $9,952.14 39 Krass, Jacobson & Gussak D $381.70 185 Kyocera America, Inc. $4,166.66 NONE Laser Tone D $312.38 8 Latham & Watkins $2,283.01 25 Les Olsen Company D $976.45 NONE LewisEnergy Systems, Inc. $1,740.72 NONE Librizzi, Charles $1,541.72 NONE Lillick & Charles D $6,188.57 57 Liquid Carbonic Specialty Gas Corp. B $3,486.92 NONE Little America $1,015.88 NONE MacMillan Bloedel Ltd. D $758.96 NONE MacWorld $39.90 NONE Mail Boxes Etc. USA $23.32 NONE Manufacturer's Hanover Trust $8.70 NONE Marsh, Gary L. Esq. $1,914.50 155 Matheson, James $10,729.20 NONE McClenachan, Robert $9,340.00 62 MCI Telecommunications $6,114.23 259 McTear, John A. C $104,700.00 NONE MD Gilliss & Associates $15,372.53 NONE Mellon Bank $100.00 NONE Memmott, JoAnn D $607.04 NONE Mesa Moving & Storage D, F $953.00 NONE Metromedia Paging $92.75 27 Miller, Karp & Grattan B $15,468.38 275 Mistletoe Financial Company B $52,698.55 117 Molloy Jones & Donahue, P.C. D $669.47 NONE Monterey Peninsula Airport Dis. $14.00 NONE Mount Olympus Waters, Inc. $99.20 NONE N.A.C.C. $103.32 NONE N.S.B.C.M.A. $50.00 NONE NALA Headquarters D $275.00 272 National Union Fire Ins. Co. $32,185.00 NONE National Westminster Bank - NJ $99.25 NONE Natkin Service Company $1,197.50 NONE Nels Consulting Services, Inc. $49,753.42 23 Nelson, Terry L. B $5,788.37 98 New Pig Corporation $1,388.60 NONE Newman, Elmer $13,181.97 NONE Newspaper Agency Corporation $102.96 NONE NG Chemical, Inc. A $4,571.41 115 Nikkel Family Living Trust/Mary Nikkel B $250,000.00 NONE Northeast Power Report $426.25 NONE Northshore $1,498.00 45 OCM B $18,200.00 NONE Office Mart, The $738.61 NONE On-Site Management, Inc. D $367.17 NONE Orchard Supply Hardware D $625.00 205 Ormat, Inc. E $365,000.00 NONE P. Gerald White, Inc. $2,410.00 58 Partlow Corporation, The D $771.94 NONE Penetone Corporation $883.44 NONE PG&E $3,298.62 NONE Pitney Bowes, Inc. D $576.48 NONE Pony Express Courier Corporation $8.15 NONE Port of Bellingham $12.00 NONE Prentice Hall Law & Business $108.54 203 Prentice-Hall, Inc. $600.00 NONE Prentice Hall Corp. $444.64 NONE Pressure Vessel Service, Inc. D $1,846.40 NONE Preston, Thorgrimson, Ellis & Holm D $1,089.30 31 Proffit, Michael (#2) $3,115.49 110 Quiter, George W. III B $250,000.00 NONE R.T.L. Office Products $103.78 NONE Rampton, Calvin, Esq. $9,166.67 182 Ray Quinney & Nebeker $97,726.74 NONE Receiver General For Canada $53.39 NONE Record Reporter, The $319.25 NONE Reed Bingham Company $772.00 NONE Reed, William J. $12,849.82 NONE Reese-Chambers Systems Cons. $14,204.95 NONE Reno Drain Oil Service $738.00 NONE Resource Systems Group $21.44 49 Roberts & Kerner $1,590.30 NONE Robinson-Conner $24,684.68 NONE Salt Lake Blue Print & Supply $28.53 65 Salt Lake Stamp Company $157.75 NONE San Diego Gas & Electric $171.13 NONE Santa Barbara - County APCD $1,265.00 NONE Santa Barbara - County of EHA $739.57 81 Santa Maria Supply $4,849.81 NONE Scott Specialty Gases $13.42 NONE Skool Lunch $282.03 NONE Smart & Final Iris Co. $458.02 NONE Smith-Mabry Co. D $2,082.45 86 Solar Turbines Incorporated B $995.45 87 Solar Turbines Incorporated B $1,094.84 88 Solar Turbines Incorporated B $1,105.51 89 Solar Turbines Incorporated B $1,104.60 90 Solar Turbines Incorporated B $3,081.69 91 Solar Turbines Incorporated B $1,705.55 195 Southern California Edison Company $49,964.31 207 Southern California Gas Co. $285,409.63 NONE Southern Electric International $600.00 NONE Sports Mall Metro $120.00 NONE Sprint $283.20 NONE Stapleton International Airport $17.74 NONE State of Utah $60.00 125 Staub, Vernon $8,914.08 NONE Steiner Environmental, Inc. D $4,700.25 48 STM Associates $11,250.00 NONE Stone & Webster Engineering D $1,188.44 73 Stone, Marjorie Hanson $221,682.39 NONE Sunrise Energy Company $11,978.17 7 Systemax $37.69 NONE Temporary Resources $176.00 NONE Thermal Products, Inc. $58.32 NONE Thermo Environmental Inst. D $389.41 12 TIE Systems, Inc. D $302.83 33 Triad Engineering B $3,290.89 NONE Turbine Generator Service, Inc. $4,285.92 37 Turbine Specialties, Inc. $42,118.05 254 Twombly, Greg E $100,000.00 112 U.S. West Communications D $1,582.60 NONE Uinta Business Systems D $1,012.93 NONE United Parcel Service $1,695.25 NONE United States Banknote Co. B $860.00 NONE Utah State Bar $23.00 47 Vallen Safety Supply Company $124.55 30 Vanier Graphics Corp. $289.01 NONE Vermont Power Exchange D $2,756.00 NONE Viking Freight Systems, Inc. $138.79 144 Voith Hydro, Inc. $226,517.94 NONE W.A. Hammond Drierite Co. $129.10 NONE Warren, Gorham & Lamont, Inc. $437.18 3 Weesner, John (CONTINGENT AND DISPUTED) $0.00 NONE Welch Vacuum Technology $298.49 NONE Welch, David $2,830.00 NONE West Publishing Company $33.25 NONE Western Regional Counsel D $2,222.00 NONE Western Turbine Users, Inc. $400.00 NONE Westover, Choules & Shadle $32.50 NONE Whitting Associates $1,100.00 71 Williams & Rockwood B $12,018.16 59 Yellow Freight System, Inc. $564.36 NONE Young Presidents' Organization $1,750.00 NONE Zions Furniture Upholstering $31.88 TOTAL: $3,660,303.78
- --------------- A Claim has been assigned to Access Capital. B Claim has been assigned to Argo Partners. C Claim has been assigned to Comac International NV D Claim has been assigned to Debt Acquisition Company of America E Claim has been assigned to Comac Partners LP F Claim has been assigned to Riverside Contracting Corporation EX-99 6 CLASS 5 PLAN (AMENDED) EXHIBIT "D" List of Allowed Prepetition Selling Debenture Claims as Uniformly Calculated by the Trustee in the Amended Plan (Class 5) EXHIBIT "D" LIST OF ALLOWED* PREPETITION SELLING DEBENTURE CLAIMS AS UNIFORMLY CALCULATED BY THE TRUSTEE IN THE AMENDED PLAN (CLASS 5) * Unless indicated as disputed
CLAIMANT CLAIM # EXPLAN. CLAIM AMOUNT NOTES Alaska Teamsters Employees Pension Plan 3320 $94,900.00 Alvarez, James 3537 I $3,862.50 Anchor National Life Insurance Co 4548 $128,500.00 Anderson, Sarah Ann Watson 2820 $11,250.00 Andrews, Dean C. 2391 $2,600.00 Arum, Barbara (b) 1564 $1,875.00 Associated Bank FBO Anton G. Stepanek Revocable Trust 2198 $7,500.00 Astor, Michael a/c Fund Micky (b) 2423 $6,450.00 Ball, George J. (profit sharing trust) 0940 $9,300.00 Bank of America NT and SA *DISPUTED* 3329 $31,500.00 *DISPUTED* Barnes Lee M. & James A. 0446 $7,796.58 Beazley, James W & Patricia Ann (b) 1791 $0.00 Begley, Sarah (a) 2910 $19,000.00 Bielun, John 2144 B $9,700.00 Bingham, Carlton Reed TTEE Living Trust (B-1) 2068 $1,127.77 Bird, Ronald J. 3481 $1,300.00 Boeselagez, August C Von (b) 4385 $2,225.00 Bosworth, Charles F. Trust 2821 $22,000.00 Byrn, Jane M 3754 $0.00 Byrn, Jane M. 4481 B $2,025.00 Carter, Carla J. 1335 $1,050.00 Case Pomeroy & Co Pension Trust (b) 2806 $6,400.00 Cashman, Jim Co. Pension Plan (b) 1716 $4,200.00 Cashman, Jim Co. Profit Sharing Plan (a) 1716 $4,200.00 Charles Cole Memorial Hospital 2901 $13,000.00 Chestter & Robbins Money Purchase Pens Plan 3336 $7,000.00 Cincinnati Insurance Company 1698 $288,750.00 Conley, Jeannine W. (b) 2446 $440.00 Currier, Lavinia M. (b) 3472 $121,562.50 Currier, Michael S. (b) 3602 $112,125.00 Dablam Fund A. (b) 2784 $8,400.00 Dodge Corp 3335 $7,000.00 Douglas, Richard (b) 2430 $2,150.00 Ducommun, Wayne W. & Geraldine R. (d) 0554 $1,857.00 Ely, Elizabeth T. 2895 $10,000.00 Farrell Dist. Corp. Pension Plan a/c F8 (b) 2432 $8,600.00 Farrell Profit Sharing Plan a/c FA (b) 2431 $2,150.00 Fick, A. Wayne 1969 $4,854.10 First Hawaiian Bank 1067 $83,950.00 First Presbyterian Church of Stamford 2847 $1,800.00 Foster & Foster 1047 $4,464.50 Foster, Lawrence T. (b) 0893 B $6,710.00 Franklin Convertible Sec Fund 3364 $25,500.00 Fry, Eric J. (b) 2456 $2,205.00 Fry, Robert P. IRA (b) 2482 $0.00 Fuelship & Co., nom Zeneca Holdings Pens Trust 3061 B $111,938.00 Gannett Retirement Master Tr 3326 $80,770.00 Genasci, Donald B. Trust 2822 $9,500.00 Gerald Stein IRA 3331 $3,500.00 Goodman, John B. Jr. 4303 $0.00 Goodman Trust Fund 3342 $8,100.00 Grace Brothers, Ltd 3111 $42,443.00 Green, Melvin C. & Eleanor 2189 $6,150.00 Guy Warner Vaughan Rev. Liv TR 3330 $7,000.00 Hardy, Charles R. 1504 $1,075.00 Harper, Prudence O. 2800 $10,000.00 Haviland, Theodore 2nd Trust 2801 $9,500.00 Hedgepeth, Paul L. & Donna J. 3076 $975.00 Hemingway, Henry S. 1353 $5,362.50 Hennings, Donald A. Trustee (b) 0799 $66,000.00 Hensel, Margery F. Trust 2814 $3,395.00 Hexon Financial Services 3328 $73,500.00 Hibben Corp 3334 $3,500.00 Hilden, Kenneth & Isabel 1040 $0.00 ICI Amercas Pension Tr 3324 $128,000.00 Ingber, Howard L 2412 $6,549.50 Jensen, Brent I (b) 2256 $1,045.06 Jeude, William W. Guardian FBO Arthur R. Nelson 2467 $6,500.00 Jeude, William W. Profit Sharing (b) 2475 $825.00 Johnson, Rollie 3555 $225.00 Kelleher, Dennis J 1803 $2,406.00 Key Trust Co. of Ohio, N.A. (b) None $30,987.00 Kilborn, Peter T. 2881 $6,000.00 Langren, Donald E. & Jacqueline 1337 $3,650.00 Li-Cor, Inc. 0883 I $5,115.00 Lince Tr for Kathryn 2874 $6,150.00 Lince Trust for Sarah 2873 $6,150.00 Lince, Jean W. 2802 $14,600.00 Mandelbaum, Jill B. (b) 1926 $825.00 Marfuel, S. A. 2872 $10,000.00 Margol, Wilbur & Marilyn 3333 $3,500.00 Martin, Benjamin O. (b) 4118 $13,800.00 Martin, Eleanor L. 1143 $2,350.00 McDonald, Willis IV. 2869 $9,625.00 Meyer, Sharon A (b) 1770 $9,725.00 Mitchell, Margaret & Thomas 2791 $4,000.00 Morgan, Saul 3332 $3,500.00 National Gardening Assoc. a/c NGA(b) 2429 $2,150.00 Nelson, Garnold S. & Margaret R 1027 $23,000.00 New Cycle Foundation (b) 3601 $156,500.00 Nutt, Paul R. 0513 $5,605.00 Oliver, Andrew Jr. 2803 $10,000.00 Oliver, Louise V. Trust 2785 $9,500.00 Oregon Equity Fund 3321 $510,250.00 Peragrine Financial (b) 2428 $2,150.00 Peterson, Nancy 3544 $1,975.00 Pletscher, John N. & Jeanne G. 1033 $0.00 Pletscher, John N. & Jeanne G. (b) 3110 $2,700.00 Pletscher, Robert D. 0331 $1,946.92 Putney School (b) 4606 $26,187.50 Sacharuna Foundation (b) 3603 $156,500.00 Sage, Donald A. 1058 $2,850.00 Saif Corporation 3322 $528,000.00 Sawyer, Frank D. (Family Trust) (a) 0836 I $3,155.00 School, Potney (b) 2427 $26,187.50 Skowhegan School General Funds 1830 $33,250.00 Spelker, Steven W. 1678 $1,050.00 State of Delaware - Pecks Management 4408 $360,843.75 State of Delaware Retirement 3323 B $128,000.00 Steele, Helen L. 2778 $10,250.00 Stiffel, Jules N. (b) 2812 $4,200.00 Stout, C. Fred, Jr. & Elizabeth F. (b) 1049 $700.00 Stout, C. Fred, Jr. & Elizabeth F. (b) *DISPUTED* 4066 $0.00 *DISPUTED* Straley, Kathy A. (b) 0911 $941.72 Stransky, John P. & JoAnn 2217 B $750.00 Sutherland, John C. (b) 0334 $10,650.00 Tapper, Mayer S. 0947 $11,000.00 Taylor, Russell C. 2039 $10,250.00 Thomas, Norman C. 4446 $955.13 Thompson, Elizabeth W. 2776 $16,400.00 Thomson, Elizabeth cust James L. Thomson 2775 $6,150.00 Thone, Harlan 4110 $1,470.00 Tubis, Harry & Celia (b) 2196 $825.00 U.S. Bank of Oregon Trustee Edna M. Avio 3613 $6,897.50 U.S. Bank of Oregon Trustee Walter A. Hummel 3616 $2,187.50 U.S. Bank of Oregon Trustee Gran Center for Study/Research 3622 B $2,777.50 U.S. Bank of Oregon Trustee Custodian for Corp. Catholic 3623 $3,157.50 U.S. Bank of Oregon Trustee Blount Retirement Plan 3624 $1,015.00 U.S. Bank of Oregon Trustee Omark Indust. Retirement Fund 3625 $1,960.00 U.S. Bank of Oregon Trustee Willamette University 3627 H $7,521.25 U.S. Bank of Oregon in its Capacity as Trustee for its Collective Small Funds - Small Comp. Value Retirement Fund (a) 3607 $2,365.00 U.S. Bank of Oregon Trustee Oregon Comm. (a) 3611 $1,335.00 U.S. Bank of Oregon Trustee Funds Foundation Equity Trust (a) 3615 $5,590.00 U.S. Bank of Oregon, Trustee W. Hawkins, M. Jones et al, Jones Fd. 3631 $10,300.00 Van Fossen, James W. 3034 $0.00 Van Fossen & Clough, Inc. 4112 $975.00 Wachovia Bank of Georgia - Colonial Pipeline Company Retirement Plan 2335 B $102,600.00 Wachovia Bank of North Carolina - Blue Bell Salaried Pension Plan 2337 $74,500.00 Wachovia Bank of North Carolina - Blue Bell Savings 2339 $74,500.00 Warburg Pincus 2030 $53,900.00 Warburg Pincus 2031 $8,800.00 Warburg Pincus 2032 $18,800.00 Warburg Pincus 2033 $159,375.00 Warburg Pincus 2029 $7,800.00 Warner, Virginia a/c 27706 (b) 2424 $21,500.00 Watson, Gavin W. 2805 $10,000.00 Watson, Richard 2804 $10,000.00 Whitehouse, Carol C. 1957 $8,854.00 Willtrust, a partnership 2978 $34,243.96 Wilmington Trust Company (Trustee) (c) 4515 $2,150.00 Wilmington Trust Company, Custodian for A.B. Currier, L & M Currier and B. Bergen (c) 4516 $14,275.00 Winner, Jacqueline A. 3548 $200.00 Woodrow, Mary 3036 $2,120.00 Woody, Bernard L. (b) 2723 $654.00 Woolstoncroft, Dean C. & Jeanette (b) 2586 $617.50 Wright, Catherine D. (b) 0487 $7,927.25 Yale Converts/Froley Revy (a) 3327 $792,500.00 Yoder, Earl M. (a) 3135 $0.00 Yoder, Earl M. (a) 4582 $13,000.00 Young, James F. & Susan A. 1237 $1,320.00 Youngman, Bruce (b) 0909 $17,300.00 TOTAL: $5,358,876.49
- --------------- A Claim has been assigned to Access Capital. B Claim has been assigned to Argo Partners. C Claim has been assigned to Comac International NV D Claim has been assigned to Debt Acquisition Company of America E Claim has been assigned to Comac Partners LP F Claim has been assigned to Riverside Contracting Corporation G Claim has been assigned to Credit Research H Claim has been assigned to KIA Factors I Claim has been assigned to BP Investment Recovery Partners J Claim has been assigned to NationsBanc Montgomery Securities EX-99 7 CLASS 5 PLAN (AMENDED) EXHIBIT "E" List of Allowed Post-petition Selling Debenture Claims As Uniformly Calculated by the Trustee and Allowed (Limited) (Class 6) in the Amended Plan EXHIBIT "E" LIST OF ALLOWED* POST-PETITION SELLING DEBENTURE CLAIMS AS UNIFORMLY CALCULATED BY THE TRUSTEE AND ALLOWED (LIMITED) (CLASS 6) IN THE AMENDED PLAN * Unless indicated as disputed
CLAIMANT CLAIM NO. EXPLAN. COLUMN 1 COLUMN 2 NOTES ORIGINAL CLAIM ALLOWED AMOUNT AS CLAIM AMOUNT UNIFORMLY (70% OF CALCULATED ORIGINAL BY TRUSTEE CLAIM AMOUNT Adair County Mutual Insurance Assoc. 0964 $6,740.00 $4,718.00 Adams, Florence (Trust) (b) 2898 $17,925.00 $12,547.50 Adams, Florence T. (Trust) Byron Taggert 2914 $28,725.00 $20,107.50 Adams, Thomas S. (b) 2913 $9,550.00 $6,685.00 Aggressive Industries, Inc. 0900 $37,762.00 $26,433.40 AIM - Risk Retention 3443 $0.00 $0.00 Akins, Donovan C. 1007 $7,727.00 $5,408.90 Akins, James E. (b) 0844 $22,802.00 $15,961.40 Akins, Thomas A. (b) 0840 $26,107.00 $18,274.90 Aldrich (Marvin), Nancy K. 0988 $31,850.00 $22,295.00 Alterman, Sharen C/F Alterman, Aaron R. 3054 I $7,937.50 $5,556.25 Alterman, Sharen C/F Alterman, Edward P. 3055 I $7,937.50 $5,556.25 Anderson, C. David 2583 I $2,830.00 $1,981.00 Anderson, Ellwood C. 2088 $0.00 $0.00 Anderson, Frank Dr. 1177 $8,812.50 $6,168.75 Anderson, G.W. (b) 0867 $91,125.00 $63,787.50 Anderson, Julianne F 1811 $17,915.96 $12,541.17 Anderson, Natalie 1528 $6,005.70 $4,203.99 Arnold, Svetlana S. & Edward 2595 $4,262.50 $2,983.75 Arthur, David L. 2727 $3,592.35 $2,514.65 Arthurs, Dana L. 0879 $18,882.50 $13,217.75 Astel, William J. & Jean M. 1889 $4,383.38 $3,068.37 Atkinson, James F. 1088 $14,025.00 $9,817.50 Atkinson, Joyce E. 0880 $77,125.00 $53,987.50 Atkinson, Linda J. (Family Trust) 1086 $14,025.00 $9,817.50 Austin, Glen 2109 $965.00 $675.50 Bacher, Constance 4082 $2,403.00 $1,682.10 Bahlman, Jean 2912 $11,325.00 $7,927.50 Bailey Family TR G William Bailey 3790 H $6,067.13 $4,246.99 Bailey, William A 1581 $9,662.50 $6,763.75 Baker, Joseph (b) 2194 $2,225.00 $1,557.50 Balch, Henry H 2911 $13,775.00 $9,642.50 Bamat, William N. & Barbara L. 3026 $4,262.50 $2,983.75 Barth, Theodore H Foundation a/c #7214 3265 $13,812.50 $9,668.75 Beasley, Robin E. 3250 $0.00 $0.00 Beavers, Judith S. 2461 $8,254.50 $5,778.15 Beavers, Judith Sperry 2460 $13,827.00 $9,678.90 Begley, Sarah (b) 2910 $14,375.00 $10,062.50 Bender, Robert B. 3851 I $20,700.00 $14,490.00 Biederman, Fred 3998 $3,720.00 $2,604.00 Biederman, Lois 3997 $4,960.00 $3,472.00 Bingham, Carlton Reed IRA (b) 2069 $64,764.89 $45,335.42 Bingham, Carlton Reed TTEE Living Trust (B-2) 2068 $134,491.30 $94,143.91 Blackburn, Ronald D. 1642 $3,020.00 $2,114.00 Blanchard, Robert L. & Beth 0937 $8,739.00 $6,117.30 Blessed Trinity Generalate 2909 $23,875.00 $16,712.50 Bohemian Mutual Ins. Ass'n. 0927 $4,400.00 $3,080.00 Bolten, Marjorie R. 0508 $2,730.00 $1,911.00 Bolten, Marjorie R. (b) 0504 $2,778.00 $1,944.60 Bolten, Marjorie (b) 0507 $2,733.00 $1,913.10 Bolten, Steven 0503 $4,045.00 $2,831.50 Bolten, Steven (b) 0505 $4,084.18 $2,858.93 Bolten, Steven (b) 0509 $3,005.00 $2,103.50 Boock, Howard & Geraldine L 2262 $0.00 $0.00 Braun, Verlun & Maxine 3254 $5,914.07 $4,139.85 Buck, Dorryl 4046 $120.00 $84.00 Buckley, Eileen S. 2908 $36,700.00 $25,690.00 Buksa, Andrew J. 1815 $4,280.89 $2,996.62 Bull, David S. & Annie L.(Revised) 3575 $46,200.00 $32,340.00 Burken, Patricia 1228 $7,802.35 $5,461.65 Buterman, Ellen 1923 $0.00 $0.00 Campbell, Ian W. 2865 $4,775.00 $3,342.50 Campbell, Ross L JR 2864 $4,775.00 $3,342.50 Carlson, Arnold & Donna 1280 $9,650.00 $6,755.00 Carr, Leanna L. 3547 $3,040.00 $2,128.00 Carr, Melvin A. (a) 1139 $2,760.00 $1,932.00 Cataldo, Dean Custodian for Kristine 3501 $157.00 $109.90 Cataldo, Don B. (b) 3504 $0.00 $0.00 Chabot Trust, fbo Chabot, Rodney T. (b) 2840 $6,250.00 $4,375.00 Chandler, Lawrence F. Jr. Partnership (a) *DISPUTED* 1295 $0.00 $0.00 *DISPUTED* Chandler, Lawrence F. Jr. Partnership (b) *DISPUTED* 1295 $0.00 $0.00 *DISPUTED* Chandler, Lawrence F. (Trust) (a) *DISPUTED* 1296 $0.00 $0.00 *DISPUTED* Chandler, Lawrence F. (Trust) (b) *DISPUTED* 1296 $0.00 $0.00 *DISPUTED* Chase, Nancy (Trust) 2903 $11,325.00 $7,927.50 Chesnutt, John L. & Arlys R. 0408 $9,605.00 $6,723.50 Ciurej, Victor N. (b) 2514 $0.00 $0.00 Clark, Linda T. 4168 $15,463.50 $10,824.45 Clawson, John A. *DISPUTED* 4600 $0.00 $0.00 *DISPUTED* Close, Bettine M. Co., a partnership 2839 $9,800.00 $6,860.00 Close, William T. & Co, a partnership 2838 $9,800.00 $6,860.00 Cole, Faith Goddard 2900 $18,300.00 $12,810.00 Connor, Tom 2322 H $172,551.00 $120,785.70 Cortes, Jane Goss 2899 $18,937.50 $13,256.25 Cowman, James L. & Betty A. (b) 0876 $0.00 $0.00 Cox, Charles S 3810 $12,206.33 $8,544.43 Crockett, J. Richard & Marcia S. (b) 3109 $12,187.01 $8,530.91 Dahlin, Sandra M. 1162 $10,255.02 $7,178.51 Davenport, Laurie (b) 2689 $11,330.76 $7,931.53 David Bear, Inc. Employee Profit Sharing Trust 3855 $525.00 $367.50 Davis, Eugene L & Shari L 1560 $0.00 $0.00 Davis, Lawrence A. 3480 $3.50 $2.45 Davis, Paul 3988 B $3,417.67 $2,392.37 Dennis, Kernan R. 4219 $14,669.10 $10,268.37 Deuries, Katherine A/C #091358 (b) 3262 $15,975.00 $11,182.50 Dillard, Sue S. (b) 2845 $13,725.00 $9,607.50 Dobbins, Francis J. 4439 $0.00 $0.00 Donaldson, A. L. & Donna (b) 4393 $2,922.95 $2,046.07 Donaldson, Alexander & Donna 1266 $0.00 $0.00 Dorfman, Caryl T (b) 2199 $3,837.50 $2,686.25 Douglas, Donald R. 4266 $0.00 $0.00 Dwight C. Johnston Estate 0690 B $4,400.00 $3,080.00 Dyer, Donald H. 0997 $6,875.00 $4,812.50 Ecklund, Allen E. 1215 $3,496.80 $2,447.76 Ecklund, Allen TTEE Allen Ecklund PS Plan 1212 $5,828.00 $4,079.60 Ecklund, Janice 1213 $3,496.80 $2,447.76 Edwards, Elizabeth Rader 4300 $3,892.00 $2,724.40 Elite Group Income Fund 1738 J $197,705.33 $138,393.73 Elkin, Ronald B. & Nancy 4315 I $15,375.00 $10,762.50 Elling, Katheryn (b) 3496 $0.00 $0.00 Elling, Marjorie W. (b) 3494 $0.00 $0.00 Elliott, Eileen M. 0866 $505.00 $353.50 Ellison, Richard P. 0989 I $60,625.00 $42,437.50 Emery, Joy Sperry 2844 $9,200.00 $6,440.00 Epstein, Phyllis Ruth (b) 2894 $22,875.00 $16,012.50 Erskine, Barbara (b) 2893 $23,875.00 $16,712.50 Faegre, Charles B 3822 $7,800.00 $5,460.00 Family Practice Clinic Pro Sharing 3755 I $2,200.00 $1,540.00 Farley, William H & Mary E. 1755 $17,275.00 $12,092.50 Farmer, Rhonda 1182 $2,591.58 $1,814.11 Farmers Mutual Ins Assn 2392 $13,987.50 $9,791.25 Fassino, Edward (a) 2025 $82,050.94 $57,435.66 Fassino, Edward (b) 2025 $28,802.00 $20,161.40 Felmont Oil Corp Pension Trust (b) 2807 $44,100.00 $30,870.00 Fertiservice, Ranco 4822 $3,206.25 $2,244.38 Fisk, Newton (b) 1922 $16,557.68 $11,590.38 Five C's Properties Inc 2321 H $183,810.00 $128,667.00 Foster, Lawrence T. & Diana K. 0892 B $2,885.20 $2,019.64 Foster, Robert C. FBO Megan Foster 0974 B $3,729.50 $2,610.65 Foster, Robert C. FBO Christopher Foster 976 B $3,729.50 $2,610.65 Foster, Robert C. (Trustee) 0442 B $7,642.00 $5,349.40 Frink, Stevens D. 3107 $26,146.85 $18,302.80 Frizell, Bernard Rev Tr 2759 $46,306.76 $32,414.73 Fry, Robert P. Trustee a Prof. Corp. Empl PP (b) 2753 $168,789.66 $118,152.76 Fry, Robert P. Trustee fbo Joseph Saylin (b) 2484 $200,431.79 $140,302.25 Fulton, Wilbur L. & Virginia L. (b) 3285 $25,307.45 $17,715.22 Gaffney, Joseph M. 3571 $10,745.75 $7,522.03 Gagner, Lawrence J. 1039 $682.00 $477.40 Gardner, Bruce R. *DISPUTED* 4215 $0.00 $0.00 *DISPUTED* Gardner, Bruce R. 4252 $17,404.00 $12,182.80 Garff, Maxine R. 4604 I $16,722.75 $11,705.93 Gatchel, Barbara (b) 3492 $0.00 $0.00 German Mutual Insurance Association 3040 $4,400.00 $3,080.00 Gibbons, Glen G. & Elsie L. 1163 $5,452.85 $3,817.00 Giese, James A II (b) 2415 $9,094.55 $6,366.19 Gillam, JoAnn (IRA) (b) 3489 $0.00 $0.00 Godshalk, Ernest L. (Trust) 2892 $19,100.00 $13,370.00 Goertzen, Donald L. 2656 I $3,640.00 $2,548.00 Goertzen, Wanda J. 2657 I $3,640.00 $2,548.00 Goldman, Stuart O. 1951 $3,750.00 $2,625.00 Goldstein, Miriam 2836 $9,100.00 $6,370.00 Goss, Ralph H. (Trust) 2889 $23,600.00 $16,520.00 Gower, Jim H & Cheryl M 4117 $0.00 $0.00 Gragg, John B. TTEE 1234 $0.00 $0.00 Graham, Miriam B. 2888 $9,150.00 $6,405.00 Grantor Trust fbo Winters, Elizabeth 2797 $9,325.00 $6,527.50 Greenwood, Harold R. 1961 $5,302.35 $3,711.65 Gromer, Virginia C. (b) 4378 $44,107.44 $30,875.21 Grosjean, Maria E. 2886 $9,150.00 $6,405.00 Haines, Richard S. 4271 $0.00 $0.00 Hamilton, Douglas & Deranleau, Nancy (c) 3393 $156.25 $109.38 Hamilton, Robert W. Estate of 1758 $9,553.38 $6,687.37 Hanna, Everett Louis & Kay F. 0992 $6,054.24 $4,237.97 Hanna, Joseph M. 0870 $2,905.70 $2,033.99 Hannaford, Jule M. III TR Bakewell, Barbara B. & Hannaford, Julie M. IV & Hannaford, John L. 1594 $46,375.00 $32,462.50 Hansen, Cande L. 3540 $5,190.00 $3,633.00 Hansen, Jack L. 3541 $5,190.00 $3,633.00 Hansen, Jerry (a) 3096 $0.00 $0.00 HAP Pension Plan a/c #4P00420-02 (a) 3270 $25,125.00 $17,587.50 Harding, Roger J. a/c#42051 (a) 3263 $8,812.50 $6,168.75 Harris, Marcia W. 2739 I $18,200.00 $12,740.00 Hart, R. Augustus (Custodian) 3103 $8,144.90 $5,701.43 Harvey, Bruce F. E. 2835 $23,000.00 $16,100.00 Hassan, Estella Williams 2885 $14,325.00 $10,027.50 Hatch, Frederick T. 0314 $5,184.00 $3,628.80 Healey, Jeanne C 1857 $31,288.91 $21,902.24 Hellgate Construction Co. Inc. Profit Sharing *DISPUTED* 0969 $0.00 $0.00 *DISPUTED* Hellgate Construction Co. Inc. Profit Sharing 1001 $319,492.50 $223,644.75 Hellums, Virden A. (b) 2973 B $2,932.50 $2,052.75 Helm, Glora Bee (a) 3261 $1,125.00 $787.50 Helm, Glora Bee a/c #506346 (a) 3273 $0.00 $0.00 Hempel, John Dans (b) 2233 $0.00 $0.00 Hengesbach, Jon V. (Trustee) 0340 $5,752.85 $4,027.00 Henk, Randolph P. 1029 $279.50 $195.65 Henke, Florence F. Testamentary Trust 1483 $7,052.50 $4,936.75 Henke, Harry, Jr., Estate of 1484 $6,510.00 $4,557.00 Hennings, Janice (Gilbertson) (b) 0869 $12,261.25 $8,582.88 Henschen, Carol M. 1178 $11,000.00 $7,700.00 Henschen, Carol M. 1179 $5,500.00 $3,850.00 Henschen, Herbert Jr. 1180 $5,500.00 $3,850.00 Heuer, Elmer O 1582 $11,054.50 $7,738.15 Hills, David E c/p Emery Crawford Hills 2122 $2,223.60 $1,556.52 Hills, David E. cust Dana Hills 2013 $1,743.20 $1,220.24 Hills, David E. cust Lauren Hills 2014 $2,243.60 $1,570.52 Hitchcock, Howard S. 1946 $0.00 $0.00 Holbrook, Alan R. 3255 $5,479.70 $3,835.79 Hollybrook & Co 1600 $172,500.00 $120,750.00 Holmes, Charles B. 0881 $1,500.00 $1,050.00 Honke, Joe & Georgene M. 1041 $6,841.14 $4,788.80 Huber, Richard M. 2884 $9,603.85 $6,722.70 Humboldt Mutual Insurance Assn. 1094 $4,400.00 $3,080.00 Ingersoll, Richard C. 4127 $9,450.00 $6,615.00 Iowa Valley Mutual Insurance Assoc. 0898 $4,400.00 $3,080.00 Isbell, David J. 1914 $0.00 $0.00 Isenberg, Marshall N. 0451 $7,254.50 $5,078.15 Jackson, C. L. (a) 3260 $44,825.00 $31,377.50 Jacob, Carl B 2882 $13,725.00 $9,607.50 Jacobs, Donald L. (b) 0739 $8,074.27 $5,651.99 Jellison, Edward W. & Cynthia R. 0453 B $2,404.00 $1,682.80 Jennings, Carolyn H. 1960 $9,625.00 $6,737.50 Jensen, Delbert, Christy & Ardis 1034 $5,450.00 $3,815.00 Johnson, Bonnie L. *DISPUTED* 3991 $0.00 $0.00 *DISPUTED* Johnson, Bonnie L. (c) *DISPUTED* 3526 $0.00 $0.00 *DISPUTED* Johnson, Bonnie L. (IRA) (b) *DISPUTED* 3525 $0.00 $0.00 *DISPUTED* Johnson, Paul G. & Joyce C. JT TEN 1293 $6,387.50 $4,471.25 Johnson, Richard & Shirley (b) 1592 $2,558.00 $1,790.60 Johnston, Ralph W. & Thelma C. 1037 $0.00 $0.00 JRH-3 (b) 2843 $9,800.00 $6,860.00 Jungels, Elmer 3542 $4,762.50 $3,333.75 Katter, Gloria J. (c) 3434 $0.00 $0.00 Kelsey, Roy E. & Elsie L. 0923 $9,362.50 $6,553.75 Kerr, James J. 1315 $1,704.65 $1,193.26 Kerr, James J. & Patricia K. 1314 B $2,820.00 $1,974.00 Kerr, Patricia K. 1313 $1,707.15 $1,195.01 Kessler, Charles & Ellen (b) 1113 $3,849.00 $2,694.30 Key Trust Co. of Ohio N.A. (c) None $52,756.50 $36,929.55 King, Harold G.S. & Lydia R. Botham 1187 $18,800.00 $13,160.00 Kinley, Elizabeth W. 1207 $9,719.43 $6,803.60 Kirby, Deborah A. (Family Tr) 1089 $14,025.00 $9,817.50 Klein, Samuel S & Harriett R Jt Ten 2394 I $19,300.00 $13,510.00 Kleinlein, Evelyn R. (b) 3432 $2,312.50 $1,618.75 Kleinlein, Lillian (Estate) (b) 3433 $2,312.50 $1,618.75 Koontz, Gerry & Carolyn 3253 $5,318.76 $3,723.13 Krehbiel, Stan 3550 H $18,150.00 $12,705.00 Kronenberg, Vivian P. 0847 $78,500.00 $54,950.00 Lake Penland Corp. 2130 $0.00 $0.00 Lakeland Development Corp. 1030 I $117,058.55 $81,940.99 Landes, Mary Jane 2833 $9,800.00 $6,860.00 Lankes, Mary Elizabeth & Richard 1347 $229.50 $160.65 Larsen, Robert P. & Lorna A. (b) *DISPUTED* 4618 $8,874.00 $6,211.80 *DISPUTED* Lazere, Barbara & Arthur B. 0882 $24,312.50 $17,018.75 Lednicky, Forrest E & Joanne W 1626 $0.00 $0.00 Leifson, Everett T. Revocable Trust 1253 $0.00 $0.00 Leifson, Norma B. Revocable Trust 1244 $0.00 $0.00 Leistad, Arlene (c) 3427 $0.00 $0.00 Levy, Abraham H. & Mildred 2119 $0.00 $0.00 Licaria, James P. & Jeanne C. 2539 I $2,762.00 $1,933.40 Lillibridge, Jane 2860 $9,800.00 $6,860.00 Lowrey, George H. 2832 $18,450.00 $12,915.00 MacDonald, John W & Jeanne M 0994 $947.50 $663.25 MacDonald, John W. & Jeanne M. *DISPUTED* 2368 $0.00 $0.00 *DISPUTED* Mamis, Nancy B. 4536 $29,987.68 $20,991.38 Mandelbaum, Norman B. (b) 1927 $7,625.00 $5,337.50 Manzana Bros. LTD. 2324 H $49,182.50 $34,427.75 Marshall Theatre Corp. 1258 $9,375.00 $6,562.50 Master, Nancy 2871 $8,850.00 $6,195.00 May, W.H. Jr. & Hennings, D.A. (b) 1087 $43,062.50 $30,143.75 McAteer, Irene M. (Estate of) 2112 $10,100.00 $7,070.00 McCarthy, Noel 3372 $4,879.00 $3,415.30 McCarthy, Richard F. (b) 0798 $14,277.50 $9,994.25 McConadrie, John Jr. (b) 2729 $1,119.32 $783.52 McCune, DanielleTTEE 1274 $3,024.99 $2,117.49 McGowan, William G. Charitable Fund Inc. (a) 3274 $0.00 $0.00 McLachlan, Suzanne (Chabot Trust) 2904 $13,675.00 $9,572.50 McLean, Robert G. 3919 $3,825.00 $2,677.50 Mercer-McFadden, Carolyn 1971 $3,632.00 $2,542.40 Mitchell, Gregory J. (b) 2166 $0.00 $0.00 Mitchell, Susan D. (b) 2167 $0.00 $0.00 Mitler Trust fbo Jerome D. Ross 2795 $24,052.85 $16,837.00 Mitler Trust fbo Ross, Burt 2841 $24,052.85 $16,837.00 Moffett, Anne L. 2859 $9,800.00 $6,860.00 Moody, Patricia 2790 $9,150.00 $6,405.00 Moody, Sidney C. 2789 $19,100.00 $13,370.00 Moore Trust fbo Alexander D. Close 2858 $9,800.00 $6,860.00 Moore Trust fbo Jessie Close 2856 $9,800.00 $6,860.00 Moore Trust fbo Tina (Scott) Close 2857 $9,800.00 $6,860.00 Morley, Ruth F. O. 3972 $23,875.00 $16,712.50 Morris, George A. 2585 H $24,682.50 $17,277.75 Mortensen, Clark A. 2501 $0.00 $0.00 Mortensen, Danny B. 2488 $0.00 $0.00 Moskin, J. Robert Trust u/w Morris Moskin 2855 $38,300.00 $26,810.00 Munkholm, Darlene E. 1703 $12,372.00 $8,660.40 Munkholm, Darlene E. 1955 $5,366.50 $3,756.55 Nacke, Donna J. 2162 I $1,407.70 $985.39 Nelson, W. Peterson Trust 2960 I $7,250.00 $5,075.00 Neville Rodie & Shaw Profit Sharing Trust (b) 2854 $28,200.00 $19,740.00 Newland, Ann L. 4136 $0.00 $0.00 Newland, Don O. 3795 $0.00 $0.00 Newton Falls Paper Mill (b) 2896 $39,600.00 $27,720.00 Nicoll, Mary K. 1348 $0.00 $0.00 Nieland, Russell R. & Peggy E. 1279 $4,737.50 $3,316.25 Noble, Estelle B. 1185 $18,350.00 $12,845.00 Nolte, Robert C. & Betty Jo (b) 3101 $12,462.15 $8,723.51 Nordstrom, Donald W. & Karin L. 1035 $11,259.00 $7,881.30 Oliver, Alice Trust 11/22/57 2786 $23,875.00 $16,712.50 Oliver, Alice Trust 11/18/41 2787 $23,875.00 $16,712.50 Olson, Elwood N. 4293 $9,200.00 $6,440.00 Ormsby, Richard E Family Trust (b) 1822 $8,828.80 $6,180.16 Ottertail Investment Group (b) 1183 $2,591.58 $1,814.11 Pao, Joanne T. (a) 3266 $28,968.75 $20,278.13 Pardridge, Mary A. 2842 $9,800.00 $6,860.00 Peller, Janet & John 2641 $4,260.00 $2,982.00 Perry, Ray P. 0297 $2,787.00 $1,950.90 Petersen, Gary L. 1902 $2,030.00 $1,421.00 Petersen, Gary L. & Jilene J. 1904 $10,531.25 $7,371.88 Petersen, Jilene J. 1903 $3,045.00 $2,131.50 Pickel, Rolland 1756 $8,540.00 $5,978.00 Pickering, Steven A. & Ann L. 1120 $0.00 $0.00 Piper Jaffray FBO Charles F. Schafer IRA 4486 $0.00 $0.00 Piper Jaffray FBO Dean Scherer IRA 4487 $0.00 $0.00 Planeta, Alan T (b) 4059 $2,085.00 $1,459.50 Platt, Elaine A. 4484 $0.00 $0.00 PNG Partnership (c) 3417 $0.00 $0.00 Pohlman, Steven L. & Susan M. 3742 $5,892.35 $4,124.65 Popelar, Ralph F. 1190 $7,514.50 $5,260.15 Porter, John C & Annette O. 4123 H $12,955.00 $9,068.50 Puleston, Elizabeth Ann 3339 $27,450.00 $19,215.00 Pyle, Robert M., Jr. 2853 $9,800.00 $6,860.00 Quackenbush, Shirley Heller 3789 $4,850.00 $3,395.00 Rader, Jennifer C. 4299 $3,914.50 $2,740.15 Rader, Judith Anne 4298 $3,914.50 $2,740.15 Rajpal, Shashi M. 2741 $12,004.00 $8,402.80 Randle, D. L. & Gail W. 0335 $5,604.50 $3,923.15 Reeves, Ray L. 1146 $0.00 $0.00 Remmele, Erwin C. & Karen M. 1093 $4,350.00 $3,045.00 Ripley, Elizabeth K. 2852 $9,800.00 $6,860.00 Ripley, F. Fuller (b) 2851 $9,800.00 $6,860.00 Ripley, F. Fuller 1963 Trust 2850 $9,800.00 $6,860.00 RLF Enterprises 3257 $33,602.35 $23,521.65 Robert Mellin Trust (b) for Larry Martindale, John Clark and Stanley Margolis 0939 $5,639.00 $3,947.30 Robertson, Durwood Page & Johanna I. 3048 $15,813.07 $11,069.15 Rodie, III, William S. 2827 $27,450.00 $19,215.00 Rohwer, Frances J. 3049 $11,764.79 $8,235.35 Rohwer, Lloyd H. & Frances J. (b) 3050 $11,764.79 $8,235.35 Rokahr, Frederick D & Beulah M. 3553 $3,255.00 $2,278.50 Ross, Barbara O'Neil 2120 $15,129.00 $10,590.30 Rovie, Kenneth C. (b) 3470 H $3,149.00 $2,204.30 Rowland, Lucy 2783 $9,150.00 $6,405.00 Rush, Catharine D. 2849 $9,800.00 $6,860.00 Sawatzke, Geraldine A. & Lawrence P. *DISPUTED* 4544 $0.00 $0.00 *DISPUTED* Sawyer, Frank D. (Family Trust) (b) 0836 I $8,032.00 $5,622.40 Schafer, Charles F fbo Piper Jaffray 3752 $0.00 $0.00 Scherer, Dean (IRA) 3917 $0.00 $0.00 Schmelter, Jay 0789 $14,680.00 $10,276.00 Schneider, Marcia & Frederick 2781 $23,937.50 $16,756.25 Schroeder, Lee (b) 3552 $0.00 $0.00 Schuh, Sharon Carrell 4195 $13,400.00 $9,380.00 Schumann, James E. (b) 1079 $10,414.00 $7,289.80 Schwab, Ed 2075 $12,188.20 $8,531.74 Schwab, Ed 2082 $3,757.05 $2,629.94 Scott, Gordon Lewis 1641 $22,268.75 $15,588.13 Sear, William 3082 B $4,656.00 $3,259.20 Sederberg, Aldon 3539 D $2,380.00 $1,666.00 Sell, Lucille E. 1053 $0.00 $0.00 Setness, Peter A. (a) 1890 $7,904.20 $5,532.94 Severson, Orvin J. Trust 3844 $0.00 $0.00 Sgambati, Gueriino & Theresa 1208 $0.00 $0.00 Shaffer, Peter B. Estate 2780 $7,550.00 $5,285.00 Shane, David Graham 2779 $23,875.00 $16,712.50 Shaw, Steven W. 0899 B $2,175.00 $1,522.50 Sievers, Jill (b) 2164 $0.00 $0.00 Sievers, William J. (b) 2163 $0.00 $0.00 Sly, E.R. (b) 3057 $0.00 $0.00 Smithe Machine Collective Bargaining (b) 2813 $48,000.00 $33,600.00 Smithe Machine Retirement Plan (b) 2848 $57,200.00 $40,040.00 Stenovich, LeLand L. 4184 $5,914.07 $4,139.85 Stewart, Daniel 1218 $4,327.00 $3,028.90 Stewart, Michael (b) 1236 $3,160.00 $2,212.00 Stowell, Dexter M. (Trustee) 1994 $6,352.00 $4,446.40 Stransky, John P & JoAnn 2216 D $3,199.95 $2,239.97 Sullivan, Daniel F. *DISPUTED* 4081 $16,450.00 $11,515.00 *DISPUTED* Sullivan, Daniel F. *DISPUTED* 4223 $0.00 $0.00 *DISPUTED* Sullivan, Daniel F. *DISPUTED* 4344 $0.00 $0.00 *DISPUTED* Sullivan, Daniel F. 4346 $16,720.00 $11,704.00 Surhoff, Henry 1895 B $2,058.70 $1,441.09 Swanson, Michael 1562 $4,787.50 $3,351.25 Swinyer, Leonard J. MD 1329 $19,207.70 $13,445.39 Swinyer, Thalia A. 1330 $11,907.70 $8,335.39 Taft, Robert 3581 $6,380.88 $4,466.62 Tair Financial Ltd. a/c #355110 (a) 3264 $7,750.00 $5,425.00 Talcott, Elmer 2777 $18,300.00 $12,810.00 Tempero, Richard & Sue Ann 2151 $4,250.00 $2,975.00 Thorstenson, Yvonne R. 2296 $5,270.25 $3,689.18 Toda Enterprises 3976 $0.00 $0.00 Troy Mills Inc. Pension Trust (b) 2809 $24,500.00 $17,150.00 Troy Mills Local 1560 Trust (b) 2810 $9,800.00 $6,860.00 Turner, Andrea J. Custodian for Kimberly A. Turner U/CA/UTMA *DISPUTED* 1783 $0.00 $0.00 *DISPUTED* Tweedy Company, The (b) 2897 $19,600.00 $13,720.00 U.S. Bank of Oregon Trustee Collective Funds - Qualivest 3608 $90,665.00 $63,465.50 U.S. Bank of Oregon Trustee Isaac D. Junt 3609 $50,100.00 $35,070.00 U.S. Bank of Oregon Trustee Collective Funds Equity Fund 3610 $286,778.21 $200,744.75 U.S. Bank of Oregon Trustee Grover W. Hillman 3612 $25,050.00 $17,535.00 U.S. Bank of Oregon Trustee First Friends Church Fund 3614 $4,045.00 $2,831.50 U.S. Bank of Oregon Trustee Small Comp. Value Trust 3617 $59,637.50 $41,746.25 U.S. Bank of Oregon Trustee Eloise B. Brier 3618 $50,340.00 $35,238.00 U.S. Bank of Oregon Trustee George E. Powers 3619 $25,210.00 $17,647.00 U.S. Bank of Oregon Trustee C.G. Farrow Grandchildren 3621 $15,150.00 $10,605.00 U.S. Bank of Oregon Trustee Edward Schoor 3626 $10,100.00 $7,070.00 U.S. Bank of Oregon Trustee Benard Mainwaring 3628 $51,125.00 $35,787.50 U.S. Bank of Oregon Trustee Norris A. Leach 3629 $25,210.00 $17,647.00 U.S. Bank of Oregon Trustee Charles J. McGonigle 3630 $50,340.00 $35,238.00 U.S. Bank of Oregon (b) in its Capacity as Trustee for its Collective Small Funds - Small Comp. Value Retirement Fund 3607 $585,495.00 $409,846.50 U.S. Bank of Oregon (b) Trustee Oregon Comm. 3611 $16,032.50 $11,222.75 U.S. Bank of Oregon (b) Trustee Funds Foundation Equity Trust 3615 $108,690.00 $76,083.00 U.S. Bank of Oregon Co-Trustee Virginia L. Miller 3633 $50,100.00 $35,070.00 U.S. Bank of Oregon Trustee Elks Youth Eve Service 3632 $111,000.00 $77,700.00 U.S. Bank of Oregon Trustee Doris S. Seale 3634 $5,050.00 $3,535.00 U.S. Bank of Washington Trustee Joseph Rogers 3620 $15,150.00 $10,605.00 Uhlein, Grace H. (a) 2866 $4,600.00 $3,220.00 Vanbergen, Elizabeth H. 1941 $1,050.00 $735.00 Vetas, Ismene 3256 $4,287.21 $3,001.05 Virginia Steele Tr. 3337 $9,150.00 $6,405.00 Vogt, Kenneth L. & Janice D 3546 $17,275.00 $12,092.50 Voigtlander, William T. 3087 $0.00 $0.00 Wallace, Jon M. 1198 $6,056.90 $4,239.83 Wallace, Maricarol 1242 $5,775.00 $4,042.50 Warburg Pincus 2034 $91,000.00 $63,700.00 Warner, Bert M. & Michael S., TTEES 1972 $0.00 $0.00 Warner, Bert M. & Neil O. TTEE 1967 $0.00 $0.00 Washburn, Anna Bell L. 2770 $9,150.00 $6,405.00 Washburn, Jr. Stanley 2771 $22,875.00 $16,012.50 Washburn, Margaret 2772 $22,481.25 $15,736.88 Weber, Dorothy G & William F. FBO of 0972 $22,268.75 $15,588.13 Wellington, Roger U. 1968 Trust (b) 2769 $47,750.00 $33,425.00 Wettstein, Chuck J. 4392 $17.50 $12.25 Whalen, Harry F. & Hilda P. (c) 0824 $5,357.90 $3,750.53 Whiting, Mary (a) 1066 $564.00 $394.80 Whiting, Mary (b) 1066 $453.00 $317.10 Whitman, William Trustee 1302 $23,250.00 $16,275.00 Wiebelhaus, Eugene A. & Joan M. 3538 $9,300.00 $6,510.00 Winegar, Wallace Dr. TR PS Plan (b) 2195 $7,682.50 $5,377.75 Winkler, Constance M (b) 1530 $9,650.00 $6,755.00 Winter, Alpheus Trust 2798 $9,325.00 $6,527.50 Wintermantel-Zondlo, Joanne 2824 $23,875.00 $16,712.50 Wuest, Frederick C. 0864 $26,591.63 $18,614.14 Wuinn, Gene 1812 $0.00 $0.00 Wurts, Benjamin W 2862 $4,775.00 $3,342.50 Wurts, Charles S 2861 $4,775.00 $3,342.50 Yale Converts/Froley Revy (b) 3327 $2,200,000.00 $1,540,000.00 Yatsevitch, Barbara S. 2799 $9,800.00 $6,860.00 Yoder, Earl M. (b) 4582 $8,400.00 $5,880.00 TOTAL: $9,828,036.77 $6,879,627.74
- --------------- A Claim has been assigned to Access Capital. B Claim has been assigned to Argo Partners. C Claim has been assigned to Comac International NV D Claim has been assigned to Debt Acquisition Company of America E Claim has been assigned to Comac Partners LP F Claim has been assigned to Riverside Contracting Corporation G Claim has been assigned to Credit Research H Claim has been assigned to KIA Factors I Claim has been assigned to BP Investment Recovery Partners J Claim has been assigned to NationsBanc Montgomery Securities EX-99 8 CLASS 7 PLAN (AMENDED) EXHIBIT "F" List of Limited Partner Claims as Uniformly Calculated by the Trustee and Allowed (Limited) (Class 7) In the Amended Plan EXHIBIT "F" LIST OF LIMITED PARTNER CLAIMS AS UNIFORMLY CALCULATED BY THE TRUSTEE AND ALLOWED* (LIMITED) (CLASS 7) IN THE AMENDED PLAN * Unless indicated as disputed
CLAIMANT CLAIM NO. EXPLAN. COLUMN 1 COLUMN 2 NOTES ORIGINAL CLAIM ALLOWED CLAIM AMOUNT AMOUNT AS UNIFORMLY (25% OF ORIGINAL CALCULATED BY CLAIM AMOUNT) THE TRUSTEE Ashenden, James F. & Mary Jane 1021 $50,000.00 $12,500.00 Barneich, E G 1557 $50,000.00 $12,500.00 Barsy, Joseph 1311 $50,000.00 $12,500.00 Bartlett, Barry R. 1515 $25,000.00 $6,250.00 Cerullo, Leonard J. 1245 $25,000.00 $6,250.00 Cook, Arnold G. 0806 $50,000.00 $12,500.00 Cosgrave, Ronald F. 0918 $50,000.00 $12,500.00 Croke, III, Thomas B & Laura L. 0996 $25,000.00 $6,250.00 Ellington, Stewart L. MD 3482 $0.00 $0.00 Ellsworth, James L 1838 $50,000.00 $12,500.00 Evans, R. M. 1446 $50,000.00 $12,500.00 Gordon, Joe Sr. 0197 $0.00 $0.00 Gordon, Joe Sr. 0198 $0.00 $0.00 Gordon, Joseph Sr. 0872 $50,000.00 $12,500.00 Guernsey, Alan S. 1451 $25,000.00 $6,250.00 Gustafson, J. Eric 0631 $25,000.00 $6,250.00 Hajt, William 1480 $25,000.00 $6,250.00 Hanlon, Glen 4553 $25,000.00 $6,250.00 Hansel, D.D.S., James R. & N. Jean 2756 $50,000.00 $12,500.00 Hansel, James R. & N. Jean 4533 $0.00 $0.00 Hansen, Kay O. 2016 $50,000.00 $12,500.00 Harris, David R. (Trustee) 0787 $50,000.00 $12,500.00 Hartford Accident and Indemnity Co. 3736 $0.00 $0.00 Heinen, Paul A and Gloria N. 2202 $25,000.00 $6,250.00 Hester, Monte E. 3947 $50,000.00 $12,500.00 Hunter, Charles D. 0907 $50,000.00 $12,500.00 Imrem, Ervin R. 2131 $25,000.00 $6,250.00 Jackson, Glenn E. Estate of 1509 $50,000.00 $12,500.00 Kaynor, Kirk G & Sunny Sue 2481 $50,000.00 $12,500.00 Kennedy, Keith J. 1632 $50,000.00 $12,500.00 Koenig Family Trust 0632 $50,000.00 $12,500.00 Krieger, Mitchell I. 1262 $50,000.00 $12,500.00 Lagios, Peter 1260 $50,000.00 $12,500.00 Lewis, Steven H. 1265 $25,000.00 $6,250.00 Maholias, Konstantin and Elizabeth 0928 $250,000.00 $62,500.00 Mahoney, William P. 0613 $25,000.00 $6,250.00 McGrath, Max E. 0385 $50,000.00 $12,500.00 McGuire, John S. 1271 $50,000.00 $12,500.00 McNerthney, Eloise M. 3948 $50,000.00 $12,500.00 Murando, Stephen A. 0807 $50,000.00 $12,500.00 Nechtow, Stephen D. 1354 $35,000.00 $8,750.00 Nierman, Judith 1568 $25,000.00 $6,250.00 Northern Trust (Trustee) Susan E Trees Trust 0946 $50,000.00 $12,500.00 Olson, Charles W. III 1365 $50,000.00 $12,500.00 Parker, James W. 1553 $50,000.00 $12,500.00 Patrick, James 2280 $25,000.00 $6,250.00 Paxson, James 1437 $25,000.00 $6,250.00 Paxson, Kristin H. 4295 $25,000.00 $6,250.00 Pemberton, Ron 0874 $25,000.00 $6,250.00 Peterson, Barbara 0873 $50,000.00 $12,500.00 Replogle, Robert & Carol 1501 $50,000.00 $12,500.00 Rochell, Norman (estate) 3956 $25,000.00 $6,250.00 Rochell, Steven M MD 3312 $25,000.00 $6,250.00 Rodin, Bruce & Nancy 1456 $50,000.00 $12,500.00 Rogers, Mike & Anne 1907 $25,000.00 $6,250.00 Rothe, Robert C. 0908 $50,000.00 $12,500.00 Ryder, Richard E. and Pernie N. 0449 $50,000.00 $12,500.00 Schriesheim, Alan and Beatrice 1785 $50,000.00 $12,500.00 Semerdjian, Ronald A. 1436 $50,000.00 $12,500.00 Sokoloff, Norman F. M.D. 1132 $50,000.00 $12,500.00 Soper, Thomas G. 2605 $50,000.00 $12,500.00 Stalzer, Richard C. 3306 $50,000.00 $12,500.00 Suttie, Burton & Kathel 1438 $50,000.00 $12,500.00 Taubensee, Dale T 3343 $50,000.00 $12,500.00 Taubensee, Kent T 3355 $50,000.00 $12,500.00 Trees, M. Jay 0832 $50,000.00 $12,500.00 Whitty, Raymond J. Jr. 2179 $25,000.00 $6,250.00 Wilske, Kenneth R 1543 $50,000.00 $12,500.00 Wineberg, Harvey S. 1264 $25,000.00 $6,250.00 Wixson, Richard L. 2765 $25,000.00 $6,250.00 TOTAL: $2,885,000.00 $721,250.00
EX-99 9 CLASS 8 PLAN (AMENDED) EXHIBIT "G" List of Allowed Deeply Subordinated Claims (Class 8) EXHIBIT " G" LIST OF ALLOWED DEEPLY SUBORDINATED CLAIMS (CLASS 8)
CLAIM NO. CLAIMANT EXPLANATION CLAIM AMOUNT NOTES 4 Afco Credit Corporation $110,000.00 236 Brighton Bank A $295,000.00 121 Brobeck Phleger $40,000.00 130 Fuji Bank A $4,000,000.00 169 Security Pacific Bank Seattle First National Bank $1,000,000.00 None - See Washington Square as lead lender Order dated for a consortium of lenders 9/25/95 $3,500,000.00 TOTAL: $8,945,000.00
- --------------- (A) Claim has been assigned to Credit Research and Trading LLC. EX-99 10 CLASS 9 PLAN (AMENDED) EXHIBIT "H" List of Allowed Section 510(b) Equity Claims of Claimants Who Purchased and Sold Existing Common Stock as Uniformly Calculated by the Trustee (Class 9) EXHIBIT "H" LIST OF ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED AND SOLD EXISTING COMMON STOCK AS UNIFORMLY CALCULATED BY THE TRUSTEE (CLASS 9) * Unless indicated as disputed
CLAIM CLAIMANT EXPLAN. CLAIM AMOUNT NO. NOTES 4622 Abel, Charles $2,058.31 3579 Abraham, Ronald D. & Shirley B. $4,561.50 1858 Abramowitz, Joseph $960.53 3258 Abrams, Stanley PC Profit Sharing Plan $51,100.00 2626 Acheson, June & Robert G. $2,006.00 2329 AcKerman, Paul R. $1,050.00 1259 Adams, Connie Jo $2,336.62 2898 Adams, Florence (Trust) (a) $7,458.00 2913 Adams, Thomas S. (a) $4.00 2398 Adusumalli, Subbarao & Satyavathi $7,070.00 2987 AGED & D Investment Club $0.00 844 Akins, James E. (a) I $84,429.00 840 Akins, Thomas A. (a) I $12,640.00 1277 Akins-Colvill, Mary Beth I $12,640.00 4623 Akre, Steve $1,576.99 4005 Albjerg, Howard F. $437.00 2303 Albright, Evaun L. & Adeline E. $1,550.00 3926 Albright, W. DeWayne I $2,737.50 2245 Aldean, Stewart $8,037.50 2690 Alexander, Gordon $5,242.20 Allen, Margarethe L. $2,105.53 4624 Allen, Rae Elizabeth $4,854.43 2698 Allen, Timothy K. & Lynn $5,550.00 4625 Allen-Meister, Stacy $4,483.91 2409 Alley, Lonnie B. $4,137.50 2408 Alley, Lonnie B. & Dorothy H. $5,151.75 2134 Allgood, Carol H. $446.50 4626 Allison, Todd $9.86 4627 Allsop, Gregory J. Estate of $14,327.80 3744 Alter, Edward T. $1,820.75 1729 Altman, Adrienne $4,228.75 4628 Altorfer, Paul $2,224.66 387 Amatuzio, John $9,175.00 1697 Amman, Gene D. & Jeanette K. $758.65 2299 Ammerman, Garmen K. $1,016.00 4185 Amundson & Squires Inc. $3,625.00 315 Amwill Investors $1,975.00 2390 Amussen, Franz S. (b) $1,050.04 2582 Andersen, Mark D. $228.12 3004 Anderson, Anne $0.00 434 Anderson, Carl O. & Dorothy C. $2,276.45 4629 Anderson, Charles A. $13,828.74 4630 Anderson, Dean R. $8,418.49 483 Anderson, G. Kay $3,070.75 867 Anderson, G.W. (a) $6,942.50 2074 Anderson, Glenn M. $4,087.50 4076 Anderson, Herbert S I $2,925.00 2255 Anderson, Hyrum $6,562.50 301 Anderson, Hyrum Thomas & Lou Jean $3,437.50 4631 Anderson, James R. $6,914.30 914 Anderson, John R. $6,942.50 4632 Anderson, Lynn E. $11,796.14 4056 Anderson, Marlene $355.25 4058 Anderson, Marlene & Sara $355.25 4633 Anderson, Martin C.T. $14,372.90 4634 Anderson, Peter C. $2,226.95 4183 Anderson, Robert O. *DISPUTED* $0.00 *DISPUTED* 4331 Anderson, Robert O. $725.00 4617 Anderson, Robert O. *DISPUTED* $0.00 *DISPUTED* 4396 Anderson, Thomas W. & Austin, Roger E. $0.00 774 Andrews, Dorothy P. Hansey $0.00 1440 Andrews, John W. I $3,384.07 1396 Aquino, Jeannette Cox $2,280.75 1195 ARB Investment Partners $1,462.50 3978 Arbuckle, Judy $2,664.37 3977 Arbuckle, Robert $2,585.62 4635 Armstrong-Lindsay, B. Gayle $1,837.00 2680 Arnett, Howard G. $1,100.00 987 Arntsen, Arthur I $1,271.87 3775 Art Schwichtenberg Eq. $2,591.40 1561 Arum, Barbara *DISPUTED* $0.00 *DISPUTED* 1564 Arum, Barbara (a) $6,557.00 2625 Ashfeld, Darrel B. & Wendy J. $1,800.00 422 Assid, Camille & LaVerl $124.00 2426 Astor, Daphne a/c WAR 1 G $13,506.25 2421 Astor, Daphne a/c War 2 G $3,987.50 2422 Astor, Daphne a/c War 3 G $4,900.00 2423 Astor, Michael a/c Fund Micky (a) G $67,000.00 2747 Attic Workshop Quilts Money Purchase Plan I $3,650.00 793 Aukermkan, Colin L. $1,434.37 2160 Aumfield, Ervin F. $7,087.50 3357 Austin, Suzanne C. I $3,450.00 2623 Baber, Simone $2,000.00 3666 Bachner, Margaret Joyce $629.00 4636 Backus, Tonya L. $2,272.66 3112 Bacon, John S. (estate) $1,531.25 3965 Bailey, Gage Jr. $17,969.00 514 Bailey, George L. $1,866.98 3927 Bailey, J. Barry $1,500.00 783 Bailey, Paul $791.00 2194 Baker, Joseph (a) $1,623.85 1103 Baldwin, Reed M. $5,766.49 3453 Baltz, Ann M. $0.00 4602 Balzart, Blake $4,497.50 4113 Bandh, William B $425.00 4637 Bangert, Raymond $3,905.20 3346 Bangs, George A. Estate $525.00 2633 Bank of America Emp Ben Svc #8620 $3,531.25 3519 Bannister, James M. (a) $1,130.60 4543 Banque Nationale de Paris $48,000.00 2632 Bargfrede, Carl H. $7,843.75 1876 Barker, Thomas S Jr $913.32 3781 Barna, Guzy & Steffen $6,488.80 414 Barnes, Vance A. $4,353.07 2100 Barnett Builders Profit Sharing & Pension Plan $4,032.15 2101 Barnett, Marjorie L. $4,812.00 1448 Barney, Glen F. & Donna L. $2,423.75 1882 Barnhart, James D. & Doris M. $1,012.50 1772 Barnhart, Jeff $643.75 4343 Barrier, Patricia W. $7,812.00 2621 Barrington, John W. $175.00 3903 Barrows, John H. & Nadine C. $0.00 3561 Bart, Bruce $0.00 4395 Bart, Bruce & Harriet $0.00 4060 Barth, Michael J $767.25 287 Barton, Darrel W. (a) $8,999.00 287 Barton, Darrel W. (b) $6,124.00 287 Barton, Darrel W. (c) $12,166.35 3700 Barton, Mary Keith $500.00 3893 Bartz, Jean B. $0.00 1281 Baruch, Shaul C. (a) $0.00 4638 Bates-Spillman, Belinda $5,080.21 601 Bauer, Arthur J. I $2,946.25 4639 Bauman, H.L. $671.09 3084 Bean, Lee L. & Mary Louise $3,480.00 4640 Bean, Michael H. $3,890.05 2347 Beardsley, Chris $437.50 1786 Beazley, James $1,543.00 1791 Beazley, James W & Patricia Ann (a) $5,832.25 3824 Beck, Harold W. & Joanne R. $806.25 3825 Beck, Joanne R. $875.00 384 Becker, Arthur A. & Dorothy M. $3,747.50 4426 Beckman, Leon $462.50 2574 Bedtke, John $0.00 3035 Bedwell, Loren W. & JoAnn $2,000.00 1022 Beerntsen, Melvin J. $1,199.00 2654 Behrends, Mary E. I $1,637.50 4641 Bell, Kenneth W. $2,193.06 3200 Bell, Michael L. Trustee U/W Patricia L. Wagoner $4,750.00 3215 Bell, Micheal L. $10,999.00 3205 Bell, Micheal L. Jr. $1,500.00 4642 Bell, Patrick Kenneth $9,938.34 2193 Belt Makers, Inc. $1,202.00 2678 Bend Dermatology Clinic Pension Plan $950.00 3201 Bender, Nathaniel B. Jr. $2,275.00 4492 Bendocchi, Edward & Delores $0.00 4537 Benecke, Renee & Jeff $200.00 4442 Beneke, Leland F. $0.00 4189 Benham, Clara Bernice $406.50 3515 Bennett, Adrian A. c/f $1,321.88 3514 Bennett, Adrian A. III & Nancy A.M. (a) $10,987.51 3517 Bennett, Alyssa (a) $9,109.38 3516 Bennett, Christopher A. $4,554.68 1645 Bennett, John D. & Carole R. $528.21 729 Bennett, Keith E. & Elizabeth J. $1,793.75 3512 Bennett, Nancy A. M. $9,109.38 4574 Benson, James A. Custodian for Daniel L. Benson $1,271.87 4579 Benson, James A. Custodian for Robert J. Benson $1,271.87 4038 Benson, Janice M. $9,100.00 4037 Benson, Robert W $9,100.00 3030 Berg, Charles $387.50 3901 Berg, O. Richard & Linda $1,076.00 4240 Bergman, Harold & Frances I $1,075.00 1851 Bergman, Louis $48,105.00 2970 Bergner, Farrel B. $375.00 1643 Berk, Henry L. & Winifred W. $2,375.00 710 Berndt, Lavern H. $3,656.25 4288 Bernick, Saul A. Trustee for Milton Bernick Children Trust $1,750.00 3641 Bernstein, Gloria S. $237.50 4391 Berry, George $700.00 1458 Bertrand, Jeanne $2,456.25 460 Best, Michael & Jeannine M. $1,106.75 4643 Beveridge, James A. $3,826.92 2976 Beyer, Audrey` $407.50 2996 Beyer, Leopold $637.50 510 Beyer, Lester & Dana $5,937.50 598 Biddulph, R. Bruce & Joan I $863.75 2069 Bingham, Carlton Reed IRA (a) $5,227.25 2068 Bingham, Carlton Reed TTEE Living Trust (a) $232,207.69 4482 Bird, William $4,712.50 4644 Bisbee, Bruce $3,560.56 1928 Bishop, Robert D. & Janice C. I $1,712.42 4447 Bistan, Robert J. $1,150.00 4146 Blahna, Lyle & Doris $3,653.55 1393 Blake, Deborah $3,283.22 1893 Blanton, George & Anna $421.00 4192 Bleymaier, Joseph S. Sr. (Family Trust) $2,537.50 1577 Blockwitz, William F. (a) $9,763.00 4032 Bloomquist, Donald R. & Dorothy J. $1,950.00 1075 Boca, Robert & Darunee $775.00 1872 Bodourian, Michael H & Marwin J $9,729.23 2639 Boeding, Raymond R. & Joan I $1,687.50 2977 Boesch, John W. & Shirley A. $2,634.37 4383 Boeselagez, A. Von $1,250.00 4385 Boeselagez, August C Von (a) $950.00 4384 Boeselagez, August C. Von $1,500.00 4410 Bogard, Robert C. $0.00 3085 Bollman, John P. & Beth A. $2,062.50 2677 Bonavia, Emily J.G. $1,750.00 2314 Booker, Elon D. & Eilee $3,858.00 2116 Booth, Richard L. $825.00 2139 Bot, Vincent E. $5,999.00 1332 Bouslough, Raymond $0.00 3080 Bowen, Eldon A. $1,412.50 2560 Bower, Elizabeth H. $971.62 4163 Bowman, Dennis A. $2,750.00 3210 Bowman, Dennis F. C/O Haas, James $875.00 4433 Bowman, Glenn & Mary (Piper Trust) $0.00 4228 Boyce, Mildred M. (Trust) $3,970.90 1521 Boyd, Willard L $1,250.00 4498 Bozak, John L. & Josephine A. $7,937.50 1798 Bradford, William III $21,288.38 2526 Brandt Pork & Beef Farm Inc. $311.50 4137 Braunger, Paul I $2,218.75 4149 Breidel, Paul & Betty J. $500.00 3660 Brennan, William James & Patricia A. $2,500.00 2017 Brigante, Vincent A & Elizabeth O. $887.50 3009 Brigham Street Investments $171.10 4645 Bright, Stan $1,477.55 1391 Brody, Shirley S. $16,730.08 1392 Brody, Shirley S. TTEE FBO Brody Living Trust $14,119.50 3694 Brotherton, Daniel F. & Curtis W. $225.00 3693 Brotherton, Daniel F. & Patricia A. $1,750.00 3698 Brotherton, Patricia $1,218.75 1310 Brown, Arline M. $6,249.00 2478 Brown, Farrell Jay & Susan $3,945.00 3898 Brown, Frank F. & Barbara M. $440.75 2077 Brown, Garthe TTEE I $21,641.80 1542 Brown, Monte A $6,216.42 4646 Brown, Richard $6,957.93 2712 Brown, Robert K. $4,870.31 4045 Brown, Roger D $243.75 1537 Brown, Susan I $2,530.00 1538 Brown, Susan I $20,531.31 1540 Brown, Susan I $1,954.15 1541 Brown, Susan I $1,517.10 3511 Bruman, Dennis & Judy (a) $4,679.68 2281 Brummitt, Charles W $18,953.39 4499 Brundage, Mildred L. $2,450.00 4272 Bruner, Betty J. $812.50 324 Bryant, Robert L. $1,075.00 2907 Buckley, Linda A. $5,750.00 2906 Buckley, Mark W. $8,625.00 2983 Buker, Helen H. $2,612.50 1124 Bullen, Charles W. (Trustee) $334.76 1126 Bullen, Charles W. (Trustee) $5,504.39 965 Bullens Employees Profit Sharing $10,175.21 1464 Burdette, David F. I $2,885.85 4011 Burhard, Joseph T. Personal Representative of Shirley Burhard ` $3,250.00 3292 Burkard, Joseph T. $3,250.00 1828 Burns, Jim $20,609.70 4276 Burnstead, Fred & Joan $6,195.00 3510 Burroughs, Helen S. $1,652.34 1338 Burrow, Elizabeth L. $5,000.00 986 Butcher, John David $9,425.00 4647 Butler, James $16,053.18 921 Butler, Joseph T. Jr. (a) $5,003.58 921 Butler, Joseph T. Jr. (b) $3,195.00 1947 Butler, Richard M. $5,291.50 1751 Butterfield, VeLoy H. & Ruth T. (a) $950.00 1751 Butterfield, VeLoy H. & Ruth T. (b) $2,062.50 1751 Butterfield, VeLoy H. & Ruth T. (c) $4,375.00 3596 Byrne, Steve & Deborah $337.50 1546 Bysal, Hyre I $1,925.00 4648 Caballero, Hector $3,225.85 4649 Caballero, Roberto $3,339.47 1390 Cady, Dorothy M $15,889.50 973 Cagenello, Dorothy S $937.50 1859 Caldwell, Bertrand R $1,725.00 4319 Caldwell, Robert J. $1,125.00 3735 California State Automobile Asso Pension Plan $71,250.00 397 Cameron, Neal C. $1,356.00 677 Cameron, Opal I. $524.00 4650 Camozzi, Carol A. $7,801.63 2905 Campaigne, Alyssondra $4,887.57 3935 Campbell, G. LaVerne $2,193.75 2242 Campbell, Ronald D $1,597.42 1880 Cannon, Yvonne & Stephen Cohen for Novikodd tr $2,922.00 4055 Cantalini, Jon M $750.00 2404 Caples, James W. & Phyllis R. (a) $3,722.78 2550 Capps, David J. $800.00 389 Capri, Inc. (a) I $4,875.00 389 Capri, Inc. (b) I $1,727.60 389 Capri, Inc. (c) I $2,238.80 1939 Carleton, Paul J. (a) $2,806.00 1939 Carleton, Paul J. (b) $3,257.00 1906 Carnett, George S. $10,525.27 1896 Carney, Robert J. $1,745.00 4434 Carney, Robert M. M.D. $1,206.02 1901 Carney, Roberta J. $2,617.50 1256 Carpenter, Thomas J. (a) $3,215.62 4655 Carroll, Don J. $13,822.73 1578 Carroll, James L $3,874.00 3590 Carter, Ralph Terrell $4,937.50 2523 Cary, James M. & Kathleen L. (a) $400.00 2806 Case Pomeroy & Co Pension Trust (a) $3,900.00 4651 Casey, Jennifer G. $906.42 3945 Casteel, Kimler G. $5,704.57 4652 Castillo, Mary $1,032.33 3975 Castro, Joseph Mark (now Caston) I $3,587.06 3502 Cataldo Inc. $13,757.55 3503 Cataldo, Beverly R. (IRA) (a) $0.00 3498 Cataldo, Dean (a) $3,734.38 3506 Cataldo, Dean (IRA) (a) $0.00 1612 Cavaricci, James $12,941.65 4188 Cedarblade, Helen A. I $1,500.00 4187 Cedarblade, Lyndon F. $2,250.00 2746 Cemensky, Joseph H. & Joann I $2,323.04 2840 Chabot Trust fbo Chabot, Rodney T. (a) $9,532.90 1203 Chaffee, John & Elizabeth $600.00 1105 Champagne, Evelyn $5,800.00 329 Chan, Robert A. I $1,080.00 2440 Chapman, Jerry L. $125.00 4500 Chapman, Wayne $8,750.00 4653 Chavarria, Servando $2,945.95 3271 Chayer, Paul $305.00 4353 Cheeseman, Gordon $2,499.75 1491 Cheney, Suzanne S. $47,740.14 2902 Chodosh, Paul L. $16,350.00 3890 Chorley, Edward C. $4,099.00 568 Chozen, B. David $2,475.00 842 Chozen, B. David $924.00 4140 Christensen, Clark $0.00 2752 Christensen, Elda Clark & Lewis, Shari C. $5,281.00 1054 Christensen, Gerald $87,570.68 3454 Christensen, John E. $0.00 3918 Christensen, Robert H. $14,656.00 805 Christensen, Ronald G. (a) $443.75 2222 Cipala, Eugene & Mary $2,606.50 3774 Citizens Security Mutual Insurance Co $44,000.00 2514 Ciurej, Victor N. (a) $11,274.00 857 Cizek, Gordon J. & Hope M. $850.00 1154 Clapp, Jane B. (Trustee) (a) I $9,062.50 1154 Clapp, Jane B. (Trustee) (b) I $9,687.50 1154 Clapp, Jane B. (Trustee) (c) I $3,281.25 1154 Clapp, Jane B. (Trustee) (d) I $2,187.50 1155 Clapp, William H. Investment Management (a) $9,687.50 1155 Clapp, William H. Investment Management (b) $2,187.50 1155 Clapp, William H. Investment Management (c) $9,687.50 1155 Clapp, William H. Investment Management (d) $3,281.25 1776 Clark, Guy S. fbo Warren R. I $1,589.65 2917 Clathis, Pete P. $18,037.00 4654 Clements, Orlin O. $9,703.97 4024 Cloutier, James U & Diane M $33,449.00 3495 Cloyd, Garry R. & Sharon K. $5,484.37 586 Coates, Frederick & Arlene *DISPUTED* $1,200.00 *DISPUTED* 4122 Coates, Frederick D & Arlene N. *DISPUTED* $700.00 *DISPUTED* 1389 Cockriel, John R. & Patricia D. TTEE FBO $6,295.00 3152 Cocks, Thomas G. $1,500.00 2087 Coggeshall, Norman D. I $1,139.92 556 Cohrone, Richard F. (b) $1,163.70 1768 Cole, Robert & Priscilla (a) $1,462.50 2794 Coleman, George Charitable Foundation $22,500.00 752 Coloroso, Robert D. (a) $6,800.08 1069 Combs, Helen W. & Ward A. $1,012.50 2446 Conley, Jeannine W. (a) $2,343.00 4224 Conner, R. Dudley (Trust) $8,593.75 1860 Contino, Jeanne S $1,746.50 657 Contino, Joseph A. $3,205.50 4578 Cook, Charles F. $436.50 1679 Coombs, Edward A. $693.00 1681 Coombs, Edward A. $19,975.00 1682 Coombs, Edward A. $51,014.00 1680 Coombs, Michael E. $2,625.00 1204 Corcoran, Ellen R. I $1,220.75 288 Cordes, Kenneth H. & Liola M. $1,341.29 1916 Cordes, Robert H & Karlyn R. $920.66 827 Cornell, Jane $20.50 796 Cornerhouse LP, The $98,124.00 1388 Corrin, Ruby M TTEE Ruby M Corrin Living Trust $19,104.48 4530 Corwin, Bert C. $3,718.75 4531 Corwin, Bert C. cust for Bert Clark Corwin $2,525.00 2734 Corwin, Betty F. $2,155.25 676 Cossette, Ronald L. (a) $0.00 599 Costello, J. Robert & Linda L. $15,780.35 755 Costello, Mary E. $200.00 1765 Cowles Charitable Trust, The $69,531.25 1764 Cowles Media Co Master TR $277,500.00 667 Cowlishaw & Jones Insurance Svcs. Inc. (a) $450.00 876 Cowman, James L. & Betty A. (a) $13,624.00 3821 Craig, Robert $17,034.88 4656 Craven, Martin H. $4,510.31 4301 Crawford, Bruce E. $3,996.38 2385 Crawford, Shirley J $0.00 3954 Creamer, Bruce M. $0.00 4657 Creer, Frank $78.63 4605 Cressy, Darryl $0.00 3109 Crockett, J. Richard & Marcia S. (a) $5,949.40 2498 Cross, Velma D. $6,928.85 741 Crossan, David P. & Lucille A. $375.00 797 Crossroad L.P., The $20,624.00 4191 Crowe, Shirley $1,650.00 1817 Cummings, Alan A & Judith G I $3,875.00 4017 Currier, John G $750.00 3472 Currier, Lavinia M. (a) c/o Peregrine Fin. Corp. $1,562,328.76 3602 Currier, Michael S. (a) c/o Peregrine Fin. Corp. $1,562,328.76 4348 Curtis, Blaine I $13,737.00 2474 Cushing, Pauline R. $2,825.00 3533 Cyphers, Kevin $2,198.00 1833 Czochara, Edward J $2,562.57 2784 Dablam Fund A. (a) $6,333.00 2388 Dahl, Leo & Mary $1,325.00 3737 Dahl, Stephen L $3,381.25 1008 Dalpay, James W. $32,620.00 2211 Daly, Eugene T (deceased) & Ann Marie $575.00 2745 Daly, Jack $3,187.00 1845 Damerow, Wayne L & Kathryn L $899.00 4501 Darden, Elton T. $1,381.25 1718 Das, Chinmoy $1,638.38 3319 Daum, Richard H (Living Tr) $6,562.50 2689 Davenport, Laurie (a) $7,894.20 1387 Davidson, David MD IRA $5,880.31 853 Davies, Race D. $1,089.50 4205 Davies, Thomas J. I $8,775.00 1852 Davis, Alan D $900.00 2953 Davis, Cristy A. (formerly Cristy A. Giles) I $2,300.00 3375 Davis, Donald R $1,539.00 1386 Davis, Frank Isaac TTEE FBO Frank Isaac Davis Trst $8,680.20 2138 Davis, Gary N. & Cheryl A. $1,150.00 3291 Davis, M. Paul Jr. $1,250.00 4658 Davis, Steve B. $3,025.57 4659 Davis, Susie M. $3,535.74 3838 Davison, Michael $4,500.00 4571 Dawson, Dennis C. $1,841.50 4039 De Jong, Susan Morris (formerly Hedling) $3,093.00 2083 Dearborn Lumber Co. Prof Shar Plan $12,037.50 2402 Debower, Dean F $1,325.00 3259 Debs, Phil IRA Account $3,717.73 4660 Debs, Philip W. $6,992.79 1780 Decastro, Armando F & Jane L $4,622.95 1779 Decastro, Jane L $4,791.10 4661 Decker, Michael K. $3,238.84 2637 Degner, Daniel & Lois I $98.00 3585 Deiley, Jerome V. $750.00 3469 DeJong, Henry $4,453.12 4662 Deland, Lisa A. $33.65 2357 Delapp, Roland R. & Ruth N. I $2,118.75 3677 DeMaster, Mary Ellen (Estate) $0.00 4329 Dempsey, Richard C. & Jeanette S. $0.00 4569 Denklau, Dana $0.00 3305 Dern, Mary I $814.00 3243 Deseret Trust Company (a) Trustee of Raymond L. Hixson Charitable Remainder Unitrust $0.00 3246 Deseret Trust Company (a) Trustee of Raymond L. Hixson Charitable Remainder Unitrust $0.00 3243 Deseret Trust Company (b) Trustee of Raymond L. Hixson Charitable Remainder Unitrust $0.00 3246 Deseret Trust Company (b) Trustee of Raymond L. Hixson Charitable Remainder Unitrust $0.00 3243 Deseret Trust Company (c) Trustee of Raymond L. Hixson Charitble Remainder Unitrust $0.00 3246 Deseret Trust Company (c) Trustee of Raymond L. Hixson Charitable Remainder Unitrust $0.00 3243 Deseret Trust Company (d) Trustee of Raymond L. Hixson Charitable Remainder Unitrust $0.00 3246 Deseret Trust Company (d) Trustee of Raymond L. Hixson Charitable Remainder Unitrust $0.00 3243 Deseret Trust Company (e) Trustee of Raymond L.Hixson Charitable Remainder Unitrust $0.00 3246 Deseret Trust Company (e) Trustee of Raymond L. Hixson Charitable Remainder Unitrust $0.00 3243 Deseret Trust Company (f) Trustee of Raymond L. Hixson Charitable Remainder Unitrust $0.00 3246 Deseret Trust Company (f) Trustee of Raymond L. Hixson Charitable Remainder Unitrust $0.00 3243 Deseret Trust Company (g) Trustee of Raymond L. Hixson Charitable Remainder Unitrust $0.00 3246 Deseret Trust Company (g) Trustee of Raymond L. Hixson Charitable Remainder Unitrust $0.00 3243 Deseret Trust Company (h) Trustee of Raymond L. Hixson Charitable Remainder Unitrust $0.00 3246 Deseret Trust Company (h) Trustee of Raymond L. Hixson Charitable Remainder Unitrust $0.00 3243 Deseret Trust Company (i) Trustee of Raymond L. Hixson Charitable Remainder Unitrust $0.00 3246 Deseret Trust Company (i) Trustee of Raymond L. Hixson Charitable Remainder Unitrust $0.00 3182 Devor, Robert G. & Frances E. $2,625.00 4445 DeVries, K.L. $4,087.00 2676 Dewitt, Edward L. $2,450.00 3857 DeWitte, Dennis C. $437.50 4064 Dewitte, Lorraine L $487.50 2500 Dhruva, M. N. MD Inc PS $29,852.50 4663 Diciano, Edward $4,081.30 2451 Dick's Concrete Pumping $1,480.00 4044 Dickerson, John H $937.50 2169 Dickert, Dennis A. & Priscilla $1,794.00 2845 Dillard, William (a) $27,687.50 1841 Dillon, Robert E & Anna R $8,026.99 3033 Display, Rindler C/O Eva Hanan $5,500.00 3023 Dodds, William C. $125.00 4664 Doherty, James J. $12,017.90 723 Dolan, James T. (a) $4,369.38 749 Dolphin, Eleanore H. $993.75 1717 Donaher, Dana M. (a) $2,195.18 1717 Donaher, Dana M. (b) $688.12 4665 Donaher, Dana Michael $4,839.04 4393 Donaldson, A. L. & Donna (a) $0.00 1385 Donner, Herbert S. IRA $4,741.81 3779 Donovan, Gerald $1,727.60 2199 Dorfman, Caryl T (a) $1,170.86 2104 Dorn, Bob $5,436.50 1383 Doten, David F. TTEE FBO Fred C. Forrest Trust $7,436.26 3039 Doucette, Thomas I. & Joan E. $375.00 3338 Douglas, Eliz Kean $998.92 2430 Douglas, Richard (a) G $3,150.00 3803 Drake, Judith T I $6,125.00 475 Draper, George A. $1,784.00 4278 Dreher, Colleen $0.00 3114 Droege, Lois $1,668.75 3062 Dubes, Michael J. $3,380.00 554 Ducommun, Wayne W. & Geraldine R. (a) $3,885.00 554 Ducommun, Wayne W. & Geraldine R. (b) $3,360.00 554 Ducommun, Wayne W. & Geraldine R. (c) $2,750.00 4172 Dudley, W. Ted $2,574.00 4546 Dudley, W. Ted & Jim $3,187.50 4545 Dudley, W. Ted & Marianne $2,250.00 2754 Duncan, Stephen R. $2,088.90 2374 Dundis, N P $2,500.00 4666 Dunlap, Dan $4,525.13 2643 Dunn, A. Dale $87.50 3739 Dunn, David C & Michelle I $612.50 3353 Dunn, James M $8,975.00 4560 Dunn, Robert L. & Joyce $300.00 4667 Dunnigan, Daniel $4,280.48 2102 DuPont, Robert E. $2,724.00 1525 During, William $1,834.10 979 Dutton, Harry & Opal $0.00 2168 Dutton, Yvonne E. $6,310.00 891 Duty, Pete & Associates $363.40 4668 Eckhardt, Barry G. $2,530.39 3593 Eddys Super Value $3,807.00 3738 Edgar, George S $650.00 4669 Edwards, Carroll O. $94.39 1990 Edwards, Frances C. $10,259.55 466 Effron, David J. (a) I $5,858.99 3466 Ege, Donald L. & Kathleen D. $1,793.75 2647 Eischens, Thomas M. I $812.50 1493 Eitzen, William C. $2,150.00 1737 Elite Group Growth & Income Fund $512,737.50 2555 Ellingboe, John & Linda $250.00 4357 Elliott, Jordon W. I $24,609.00 1712 Ellsworth N.W. Pipe Fitting $5,732.07 663 Elwood, Joyce P. $637.10 3750 Emary, Vesta F $3,495.50 3751 Emary, William J $5,537.50 3867 Empanger, Dean E. $175.00 1797 Empfield, Frank D. & Joan A. $1,837.50 4670 Endersbe, Edward $4,188.25 4671 England, William J. $2,530.03 1249 Entwisle, Robert J. $8,549.95 2894 Epstein, Phyllis Ruth (a) $12,468.75 1807 Epting, E Eugene JR $1,250.00 4402 Erickson, Warren L. $0.00 2893 Erskine, Barbara (a) $13,031.25 4062 Escen, Robert W & Jonalyne $250.00 759 Eshleman, Ronald J. $1,512.00 2721 Evans, Joseph R. $2,125.00 2722 Evans, Nadine W $3,437.00 2961 Everett, Donald R. & Patricia A. $750.00 403 Evers, David R. $2,699.00 3845 Ewert, Lavern A. & Margaret L. $0.00 3551 Executive Answering Service Inc. $1,307.00 2457 Eychaner, Fred $24,250.00 950 F. B. T., Inc. $11,303.00 2254 Fackrell, Robert N $750.00 2188 Fahey, Mary Jo $2,778.00 3224 Fahey, Philip A. $747.00 3197 Fahsholtz, Patricia $3,656.25 4283 Failoni, Matthew $4,843.12 3711 Falk, Byron R. $14,875.00 3447 Falkingham, Leonard D. $3,112.50 4208 Fang, Jui-Ling H. & Yi-Pygn $975.00 4672 Fanning, Vernon $1,709.37 2432 Farrell Dist. Corp. Pension Plan a/c F8 (a) G $71,000.00 2431 Farrell Profit Sharing Plan a/c FA (a) G $5,893.75 2433 Farrell, Anthony a/c F7 G $41,981.25 2436 Farrell, David f/b/o Mitchell Farrell a/c F3 G $6,687.50 2437 Farrell, David f/b/o Ronald T a/c F2 G $45,500.00 2438 Farrell, David for the a/c F1 G $72,267.50 2435 Farrell, Ronald T a/c F4 G $6,400.00 3873 Farrell, Suzan K. $2,300.00 4673 Farris, John A. $2,762.17 2807 Felmont Oil Corp Pension Trust (a) $59,625.00 1585 Felsman, Kenneth H. (IRA) $697.50 4557 Ferch, Arlan Trustee Gilman Bergh $500.00 820 Feris, Allen L. & Joyce L. $125.00 815 Feris, Edward L. & Dottie $4,000.00 433 Fernstaedt, Arden (a) $2,900.00 3223 Ferrara, Dr. Bruce T. & Karen B. $12,046.00 1554 Ferrington, Richard A Md IRA Rollover $9,101.00 3672 Fidelity Magellan Fund $1,751,864.00 3673 Fidelity Over-the-Counter Fund $1,380,975.00 3676 Fidelity Retirement Growth Fund $46,250.00 3674 Fidelity Select Eletrical Fund $80,687.50 3675 Fidelity Select Utilities Growth Fund (a) $57,875.00 3671 Fidelity Utilities Income Fund $47,512.50 1925 Field, Doris M. Estate of $2,743.75 1384 Fill, Mei Ling $1,444.63 3090 Fill, Mei Ling *DISPUTED* $0.00 *DISPUTED* 1924 Finkelstein, Ellen cust for Brian Finkelstein $11,394.87 3829 Finkelstein, Melville $4,063.00 3345 First American Bank, N.A. *DISPUTED* $0.00 *DISPUTED* 4233 Fischer, Howard K. & Deborah L. $1,075.00 4674 Fischer, Joan E. $1,841.93 1575 Fishback, James L (a) I $4,500.00 3159 Fishburn, Carolyn C. $253.13 1922 Fisk, Newton (a) $51,631.00 849 Fitch, James M. & Mary Jane $3,294.00 2513 Flanagan, Michael C. $6,225.00 4379 Flater, Harold & John (a) $2,840.62 3872 Flint, William A. $0.00 1080 Flory, John W. I $23,762.88 1078 Flory, Mary Eleanor $8,290.31 2742 Flowers, Bill J. $659.37 1549 Fogt, James B $2,499.00 4675 Fontes, Gerald $1,427.43 4676 Ford, Otha $1,569.62 4677 Forest, Brian T. $8,559.51 307 Foster, Arthur James Jr. (a) I $625.00 307 Foster, Arthur James Jr. (b) I $960.63 893 Foster, Lawrence T. (a) I $6,208.00 3897 Foster, Michael W. $0.00 2346 Foster, Randall R. $3,812.50 2675 Foster, Sally A. $3,684.37 2674 Foster, Thomas N. $3,684.37 4380 Fourels Investment Co., The $10,937.50 3904 Fowler, Paula K. & Jack R. $0.00 3153 Fox, Heidi & Gerald $12,437.50 2937 Franch, Albert Roy $1,071.00 2566 Francis, James C. $2,400.00 4678 Franck, Thomas G. $9,279.28 4541 Franco, David & Theone $3,093.75 2823 Franks, Jerome A. Q. Trust $4,953.12 3973 Frazee, James L. $1,700.00 1045 Frazier, Loyal D. $4,419.75 4048 Fricke, Charles E. $749.00 2253 Fridholm, W. (a) $8,400.00 2253 Fridholm, W. (b) $9,712.50 3108 Frink, Lynn B. $5,552.85 3104 Frink, Stevens D. Custodian for Kristine D. Frink $8,030.30 3105 Frink, Stevens D. Custodian for Alexander S. Frink $8,030.30 3106 Frink, Stevens D. (IRA Rollover) (a) $7,386.30 1771 Froemming, James M $930.93 3467 Frost, William B. $3,102.50 2456 Fry, Eric J. (a) $2,950.00 1482 Fry, Richard W. & Carol D. $0.00 380 Fry, Richard W. & Carol D. (a) $13,265.62 380 Fry, Richard W. & Carol D. (b) $4,621.87 380 Fry, Richard W. & Carol D. (c) $4,368.75 2753 Fry, Robert P. a Professional Corp. Empl PP (a) $258,147.00 2484 Fry, Robert P. Trustee fbo Joseph Saylin (a) $149,129.75 2483 Fry, Robert P. Trustee Fry Family Trust (a) $33,701.75 325 Frydryk, Edmund J. I $3,121.28 4570 Frye, Apryle M. $806.25 2401 Fudge, Larry B & Patricia A $1,793.75 1613 Fuelling, Thomas N $2,402.38 4679 Fugate, Teresa B. $302.81 2653 Fullmer, Troy Don $537.50 1949 Funanciers Investment Club I $1,720.95 4680 Funk, Brian B. $1,929.52 2418 Furio, Victor J & Mary A I $5,330.31 4502 Furrer, Weston W. & Winifred E. $4,499.00 2246 Future Awesome Billionaires Invest Club $475.00 476 Gabower, Alfred F. $4,075.00 1722 Gaddis, Calvin P. $2,731.79 4284 Galbraith, Marlin C. & Ethel $0.00 1819 Gallaher, Bernice $1,224.00 1763 Gami Profit Sharing Plan $8,156.25 3325 Gannett Retirement Master TR $238,440.00 4010 Gardiner, John A. $1,295.22 714 Gardiner, Wimbert M. & Jennifer W. $302.75 4375 Gardner, Barbara A $790.31 2954 Gareis, Bernard J. $225.00 4681 Garrett, Ann $535.31 1767 Garrison, Keogh & Co Pension PL $6,562.50 1766 Garrison, William & Helen $3,830.00 2596 Gaughran, Laurence C & Jean M $1,968.75 573 Geiger, Vernon G. & Anne M. $682.75 2644 Geisinger, Glen G & Lois J. $210.00 2716 Genskow, Charles L. & Barbara M. $887.50 3793 Gentling Properties $0.00 4526 Gentling Properties, a partnership $0.00 4525 Gentling, Kirk P. $700.00 3212 George, Robert M. $5,718.75 3667 Gerald, Rollin P. Jr. $1,800.00 2673 Gervais, Richard $2,231.53 2415 Giese, James A II (a) $5,414.90 2815 Gilbert, Daniel Custodian for Gilbert, Avery P. *DISPUTED* $0.00 *DISPUTED* 2816 Gilbert, Daniel Custodian for Gilbert, Benjamin S. *DISPUTED* $0.00 *DISPUTED* 1108 Gilbert, Daniel D. Custodian for Benjamin Gilbert $4,887.57 1109 Gilbert, Daniel D. Custodian for Susanna Gilbert $4,887.57 1110 Gilbert, Daniel D. Custodian for Avery Gilbert $4,887.57 490 Gilbert, Glenn E. $9,743.84 2819 Gilbert, John H. #2 $4,272.75 2817 Gilbert, P. Prentice $14,906.25 2837 Gilbert, Sue S. $14,906.25 3490 Gilbert, Susan E. *DISPUTED* $2,115.09 *DISPUTED* 2818 Gilbert, Susanne C. *DISPUTED* $0.00 *DISPUTED* 3491 Gillam, William & JoAnn (a) $0.00 3491 Gillam, William & JoAnn (b) $5,787.50 2891 Gillispie, Emily C. $16,625.00 1174 Gillitzer, Robert J. $350.00 2279 Gillman, Robert S & Joanne $2,493.75 4412 Gillum, Robert B. $3,500.00 4403 Gintz, Frank $3,500.00 3814 Gintz, William B & Shirley A $8,300.00 4016 Giordano, Carmella $625.00 2576 Glander, George S. III $2,186.50 4682 Glander, Thomas C. $5,634.36 3892 Glazer, Milton $956.25 4683 Glazier-Custer, Marcia L. $1,659.65 300 Glick, Robert A MD PC $10,674.83 2228 Gloudore, Theodore & Emma (a) $725.00 2228 Gloudore, Theodore & Emma (b) $3,050.00 2980 Glynn, Donald $0.00 4684 Goble, Edwin D. $3,360.53 2890 Godshalk, Gertrude W. P. (Trust) $12,468.75 2655 Goertzen, Donald L. & Wanda J. $1,910.16 4337 Goetz, Joe F. $0.00 4685 Goff, James S. $25,594.80 1382 Goldberg, Stanley J. Ttee FBO Stanley J. Goldberg $5,140.16 762 Goldfus, Donald W. $6,750.85 763 Goldfus, Donald W. $13,749.00 764 Goldfus, Donald W. *DISPUTED* $0.00 *DISPUTED* 3636 Goldstein, Ruth *DISPUTED* $17,168.63 *DISPUTED* 3827 Goldstein, Ruth & Sam (Deceased) *DISPUTED* $0.00 396 Golombek, Michael $0.00 3594 Gomez, Manuel l & Sandra F $0.00 2597 Gonzales, Jr., Miguel $757.00 2579 Goodwin, John P & Vicki M. $900.00 305 Goott, Dr. Bernard (a) $49,875.00 305 Goott, Dr. Bernard (b) $15,500.00 1633 Gorney, Richard J. & Rose C. *DISPUTED* $0.00 *DISPUTED* 524 Gorney, Richard J. & Rose C. $894.55 2528 Gotlieb, Marvin I $1,025.00 1268 Gotthelf, Daniel Profit Sharing Plan $5,152.46 775 Gould, Joseph A. $2,560.50 3710 Gouldthorpe, Kenneth & Judith $14,625.00 3059 Graff, John T. $262.50 4686 Graham, Daniel A. $1,565.33 4563 Graham, Donald B. & Linda M. $5,091.10 3128 Graham, Francis I & Viola $10,984.50 3730 Graham, Theodore C. & Mabel D. $4,187.50 1352 Graham, Thomas W. *DISPUTED* $0.00 *DISPUTED* 822 Graham, Thomas W. $5,218.20 4216 Gram, Kimberly J. $237.50 3731 Granger, Adella J. $100.00 4687 Graulich, Les $3,015.07 2685 Graves, Gordon E. I $1,275.00 4688 Greaves, Vickie S. $8,270.63 1334 Green, Gregory F. $1,040.62 3397 Green, Mike & Marcia $712.50 3435 Green, Mike & Marcia *DISPUTED* $0.00 *DISPUTED* 2887 Gregg, Mary G. A. (Trust) $13,666.00 2249 Grier, June A $1,872.00 669 Griffen, Charles D. $1,437.57 1657 Grimm, Roger C. $0.00 929 Groger, Lisa $312.75 4378 Gromer, Virginia C. (a) $22,662.10 4099 Gronberg, Mark S $6,422.00 1523 Groner, Alex TR $2,490.05 868 Grosnick, Douglas W. $1,636.50 871 Grosnick, Douglas W. (IRA) $1,614.00 3549 Gross, L. Maureen $1,250.00 3127 Guardian Enterprises $1,062.50 3006 Gubens, Andrys $400.00 3806 Gunderson, Milan $0.00 4424 Gusaas, Robert D. $168.75 4382 Gushurst, William A. & Hildegard $1,125.00 2629 Gust, John J & Viki L. $1,236.50 3294 Gustafson, Virgil R. $1,667.95 4503 Haack, Lorraine Lou & Mary K. $10,346.88 1659 Haag, Ronald L. & Shirley Ann $618.75 3027 Haas, Ron $925.00 1684 Hadlock, Donna G. $8,196.30 792 Haer, Eunice M. $318.21 2099 Hagen, Elwood Stanley & Jane Mary $21,499.00 4085 Hahn, John $2,005.00 2671 Hains, Kelley M. $6,162.49 440 Haisch, Richard & Maureen Kay $5,218.20 1305 Haisch, Richard & Maureen Kay *DISPUTED* $0.00 *DISPUTED* 3589 Hales, H. Brent $914.50 3056 Hales, Robert D. & Mary C. $8,343.74 3286 Hall, Gary W. $4,875.00 4689 Hall, Harry V. $19,368.30 2569 Hall, Helen P. $737.50 2624 Hall, Louis C. & Doris A. I $11,550.00 2479 Hall, Ronald J. $725.00 2617 Hall, Ronald S. & Karen T. $618.75 1950 Hall, William E. & Betty R. (a) $7,093.00 3837 Hallesy, Robert E. I $1,868.25 3979 Halligan, Irene $7,750.00 772 Halpert, Scott $2,312.50 1498 Halse, Mildred H. & Dwayne O. TTEE $9,177.15 3395 Halupnik, Ben Custodian for Dirk Halupnik (a) $1,427.75 3396 Halupnik, Ben Custodian for Mark Allen Halupnik (a) $205.99 3394 Halupnik, Ben & Nancy $1,821.88 3393 Hamilton, Douglas & Deranleau, Nancy (a) $15,617.18 3390 Hamilton, Stephen K. & Cheryl A. $6,242.18 4145 Hammond, Richard H. $1,743.75 3051 Hanan, Eva Leopoid $1,375.00 3053 Hanan, Sam & Eva $1,000.00 3052 Hanan, Samuel J. IRA $425.03 2334 Hanford, Donna M. $4,734.37 2333 Hanford, William H. $4,734.37 3805 Hannah, William & Hetzel, Katharine $1,390.62 3081 Hannam, David G. $27,245.00 2927 Hannen, Sylvia A. $1,915.19 2192 Hansen Family Partnership $10,562.00 3308 Hansen, Brad $800.00 3309 Hansen, Brad $425.00 3924 Hansen, Frances I. $1,799.00 3095 Hansen, Jerry (a) $0.00 2191 Hansen, Kaye L. & Mark L. $1,025.00 2190 Hansen, Kenneth G. & Kaye L. $22,495.00 2241 Hansen, Norvel L $4,050.00 2387 Hansen, Norvel L & Eloise C $1,800.00 2286 Hansen, Robert O & Dolores E $1,775.00 2141 Hanson, Anna & Ernest $650.00 2354 Hanson, Brian G. $0.00 4330 Hanson, Clifford H. $0.00 4690 Hanson, Darlene $654.44 2307 Hanson, Ralph A. $19,874.00 721 Hanzel, O.C. $2,496.47 2646 Happy Chef Profit Sharing Trust $0.00 4462 Harbor, William $0.00 4151 Hardin, Kenneth D. $1,949.00 428 Hardy, John R. $1,817.74 1381 Harewood, Ivor H. MD TTEE FBO Regents Specialists $8,249.94 1835 Hargrove, Eugene & Betty R $11,412.50 3572 Harper, Blaine Taylor Family Trust $2,096.50 3734 Harper, Kenneth E. & Dorothy E. $2,564.25 3761 Harris, Dale J $2,700.00 3762 Harris, Dale J $1,606.06 543 Harris, Peter V. & Carol M. I $1,530.00 3244 Harris, Robert L. $1,075.00 2570 Hartman, Carol E. I $581.00 4054 Hartvigsen, Keith & Carol S $925.00 2291 Hartzell, Thomas H. I $1,749.50 1863 Hasbrouck, Richard J $13,889.25 1074 Hasenjager, Daniel A. $7,250.00 4691 Haskett, Vera $1,563.60 3307 Hass, Leonard $1,714.50 896 Hatch, Carol L. $6,942.50 3358 Hatch, Eastman N $7,250.00 930 Haun, Bruce E. $9,828.03 4692 Haworth, Ray $2,509.28 3813 Hayes, John K. & Lillian Y. $2,681.25 3387 Hayes, Marilyn H. $5,143.75 3386 Hayes, Ted (a) $2,900.00 3386 Hayes, Ted (b) $1,498.04 1777 Hayzlett, Gordon I $6,477.57 336 Hazra, Ram & Surinder I $1,113.81 2278 Heabler, Harvey & Arlene (a) I $1,309.75 4002 Headley, Barbara $1,862.50 4693 Healey, Nancy K. $2,579.52 4694 Healey, William $9,203.11 722 Heard, Aaron $241.97 3136 Heartlein, John (IRA) $525.00 845 Hedrick, Clay E. Jr. $431.20 2447 Heers, R. G. $274.00 4068 Hein, Bernard E $7,330.00 3545 Heitman, Dennis $75.00 2659 Hellam Varon & Co. $7,875.00 2660 Hellam, Charles A. $4,000.00 1097 Helland, Marlene S. $4,271.86 1291 Helland, Philips M. I $5,218.20 3704 Heller, Judith A. $4,625.00 4097 Hellige, Gene R $893.75 2973 Hellums, Virden A. (a) I $600.00 2233 Hempel, John Dans (a) $10,134.00 2634 Henderson, Bryan $1,616.50 1444 Hendrickson, William H. $9,050.30 2497 Hengesteg, Andrew & Judy $908.00 689 Henke, James A. $1,524.00 4695 Henkemeyer, Kevin D. $1,489.53 3314 Hennessey, John F $8,106.90 2175 Hennings, Donald A. $5,412.50 799 Hennings, Donald A. Trustee (a) $96,250.00 869 Hennings, Janice (Gilbertson) (a) $5,812.50 1808 Henrich, Thomas & Paula $4,403.99 3462 Henrikson, Dave $836.50 4696 Henton, Marci $1,399.09 2348 Herrick, Donald C. $450.00 756 Hesser, Mary N. $1,799.00 733 Hickey, Herbert J. & Janet H. $640.25 1566 Hides, Anne Brennan $1,405.28 4697 Higbee, Dale $4,184.51 1784 Hiles, Grace B $1,706.25 4698 Hill, Richard B. $642.39 3384 Hill, Robb B. & Carolyn Schnure $4,392.18 1380 Hiller, Arthur G. & Gwen TTEE Hiller Rev Trust $9,494.20 4157 Hilton, William & Lori $1,937.50 3277 Hinnenkamp, Walter P. $4,250.00 4181 Hinton, Alan & Joy $2,375.00 4180 Hinton, Alan IRA $200.00 4699 Hinze, Linda $2,789.39 1805 Hiott, Suzanne A $822.00 851 Hirschhorn, Gerard $5,937.50 4700 Hirschi, David P. $4,412.59 4290 Hirte, Robert J. $0.00 1623 Hlavati, William $3,956.50 1548 Hodgdon, Homer L & Joan M $2,574.00 1076 Hodgson, Anne E. $1,169.00 1084 Hodgson, Elizabeth Marie $630.00 1077 Hodgson, Emily A. $1,169.00 2536 Hoefert, David W. & Gloria M. $1,487.50 4273 Hoffman, Barbara $1,991.00 4275 Hoffman, Keith $1,991.00 2477 Hofius, William $3,820.00 3600 Hoiem, Eric $900.00 1879 Holcomb, Howard R $3,437.49 1871 Hollett, Glen E $0.00 2371 Hollett, Jeffrey G. (a) $0.00 2704 Hollis, Robert H. $3,450.00 2766 Holm, Gordon L. & Susanne $9,171.87 1810 Holmbeck, Paul A I $1,576.59 3577 Holmes, John S. Profit Sharing Plan $4,076.10 1150 Holt, Elaine & Nancy Partnership $15,331.00 2331 Holt, John W. & Marilyn R. I $7,625.00 2369 Holt, Louine H. I $1,790.00 4007 Holt, W. Jefferson $1,133.70 4040 Holthaus, Edward N & Irene $6,768.20 695 Holtz, Charles S. $996.27 794 Holyoak, Robert H. & Lois E. $4,363.00 2495 Hook, Byron $33,906.25 4280 Horton, Reed M. & Jeanne W. $1,014.00 1460 Hoshi, Paul H. & Emiko $842.38 3077 Houchins, Charles M. $1,462.50 2248 Houghton, Brad & Teresa $2,750.38 4701 Houghton, Teresa A. $6,607.30 1905 Howard, Doug & Mary Lou (a) $1,541.11 3151 Howell, Donald W. $4,075.00 3098 Howell, Elmer Virgil (a) $1,437.50 3098 Howell, Elmer Virgil (b) $3,436.50 2365 Howell, Floyd K. I $12,250.00 2508 Howell, Floyd K. Trustee for R.M. & M.H. Hill (a) I $4,000.00 2508 Howell, Floyd K. Trustee for R.M. & M.H. Hill (b) I $6,250.00 1070 Hubbell, Dean H. $1,972.00 1550 Huber, Robert A $1,247.00 2485 Hudson, Frank M. $1,351.00 4119 Hudson, Joseph Robert $3,115.00 1292 Huegel, Thomas & Jean JT TEN I $5,207.90 1608 Hughes, Joan $5,906.74 1607 Hughes, Joan E. & Blair, Leslie H. & Bishop Laur $10,127.63 2543 Hulett, Thomas C. $6,182.00 399 Hull, Richard L. $4,278.53 4702 Hultgren, Mark A. $1,705.86 4534 Hummer, M. Elizabeth Powers $5,562.50 532 Hunt, Charles S. & Mary J. $1,942.43 4703 Hunter, Jeffrey $6,276.25 724 Huppler, David A. & Barbara $1,672.33 1968 Hurd, Lyman A. Jr. $377,811.03 4071 Huseby, Roger C & Virginia R $587.50 3380 Hutzler, Arthur C. $11,646.75 4704 Hyndman, Karen $2,683.58 3018 Iaukea, Martin H. $5,374.00 2373 Ickes, Donna B I $787.50 1506 Ihnen, Lloyd & Erika $10,364.15 2995 Inserra, Anthony F. $637.50 4705 Isakson, Daniel R. $2,093.16 4425 Ivers, Kenneth J. & Pearl A. $0.00 2185 Izad Investments $14,563.28 3295 Jablonski, Robert & Kathleen Ann $1,175.00 2105 Jabro, Izzat H. I $1,000.00 4504 Jabro, Salwa Custodian for Fabian A. Jabro $571.88 2548 Jackson, Jeffery D. I $2,343.75 2952 Jackson, Marvin N. $15,001.00 2883 Jacobs, Ann F. (Trust) $10,875.00 739 Jacobs, Donald L. (a) $7,935.10 545 Jacobsen, Rhonda H. & Douglas $1,931.25 1325 Jaeger, William R. $3,909.10 1099 Jaffe, Rainer G. $1,202.63 2590 Jankovich, Paul $6,249.00 2205 Janzing, Catherine C $1,166.87 2206 Janzing, Robert W $1,493.75 2204 Janzing, Robert W & Catherine C $707.50 720 Japy, Bernard (a) $1,210.00 530 Jared, Robert P. & Marilyn A. $50.00 4706 Jarolimek, Lubos $10,542.80 4413 Jarrett, Elaine Y. $7,375.00 673 Jarrick, Bluma K. $19,493.80 3115 Jasper, Cynthia $225.00 1686 Jayson, Carl $798.75 2618 Jebsen, Nancy J. $797.00 3116 Jebsen, Nancy J. $797.00 4707 Jenks, Gary $1,839.78 2256 Jensen, Brent I (a) $1,593.75 529 Jensen, Nancy J. $797.00 544 Jensen, Vyles E. $7,374.00 3746 Jergensen, Margaret M $3,812.50 1631 Jessop, Ione (b) $4,250.00 2557 Jeude, Maurine J & Castellow, Charles $687.50 2476 Jeude, William W. Pension Plan $1,125.00 2475 Jeude, William W., Profit Sharing (a) $4,187.50 1658 Joerding, Clinton W. $1,623.12 3352 Johannes, Jerry F & Leone $48,590.00 2834 John, George L. $3,116.00 1667 Johnke, Ronald M & Dianne M $3,312.50 3526 Johnson, Bonnie L. (a) *DISPUTED* $4,867.68 *DISPUTED* 3524 Johnson, Bonnie L. & Duane (a) *DISPUTED* $2,200.00 *DISPUTED* 4708 Johnson, Daniel $2,207.58 3909 Johnson, Douglas B. $756.25 1685 Johnson, Harold R. & MaryAnn $367.00 2268 Johnson, Herbert W $7,625.00 3557 Johnson, Ken L. $1,068.75 4709 Johnson, Layne D. $1,319.82 1881 Johnson, Mathis Steven & Diane R. Trustee $44,935.15 2015 Johnson, Phillip c & Joyce L. $1,032.01 1592 Johnson, Richard & Shirley (a) $1,799.00 526 Johnson, Robert W. & Margaret S. $2,465.25 4323 Johnson, William A. $5,375.00 829 Johnson, William E. III I $4,980.40 4406 Johnston, Jean A. I $3,843.75 1378 Jones, Elizabeth S. $7,526.53 1377 Jones, Janet D. $6,896.50 4710 Jones, Judith A. $5,383.43 2376 Jones, Lorin V $11,487.00 3442 Jones, Lorin V. (b) $3,936.65 3102 Joneschild, Edward D. (IRA) $7,810.40 4333 Jordan Meat Profit Sharing Plan $4,414.00 2247 Jorgensen, Jack N $7,900.00 1759 Joukowsky Family Foundation $140,862.70 2843 JRH-3 (a) $3,166.50 999 Judd, Eric K & Debra L $7,777.84 2287 Judd, Roy C & Isabelle B $1,600.00 3523 Kadrlik, Wencl T. & Catherine E. $9,310.93 656 Kaegi, Walter & Bertha $5,761.50 588 Kalin, Irvin & Edeltraut E. $39.48 1885 Kalin, Irvin & Edeltraut E. *DISPUTED* $0.00 *DISPUTED* 2999 Kalnoski, Lisa $625.00 3013 Kaluza, Michael E. $1,249.00 3522 Kammermeier, Raymond J. $4,679.68 3521 Kammermeier, Raymond J. IRA (a) $328.12 366 Kane, Dennis G. & Lorraine $2,499.00 4711 Kane, George $9,565.15 2400 Karkanen, Dale A & Dorothy I $1,010.84 641 Karp, Sol $43,328.55 2984 Kasza, Greg L. & Elinore E. $899.99 3434 Katter, Gloria J. (a) $22,290.00 2444 Katz, Ben E. $4,303.16 4129 Kaufman, Lawrence H I $600.00 4712 Keegan, Robert $25,284.90 1188 Kelley, Jerry D. & Anna-Mae $15,995.90 3113 Kellnhauser, Bart TTEE $475.00 4556 Kelly, William J. & Delores W. (a) $1,531.25 1938 Kemp, Keith K. $7,037.50 3665 Kemps, Bernard H. & Marion E. $562.50 4092 Kennedy, Kathryn (a) $0.00 3362 Kennedy, Terry Lee & Marsha F $1,000.00 2875 Kenneth Lavey Estate $11,557.90 3907 Kent, Mark. A. Estate of $2,799.00 660 Keppeler, James G. (a) $2,120.05 660 Keppeler, James G. & Patricia A. (b) $6,813.19 4583 Keppy, Carol A. $4,703.12 None Key Trust Co. of Ohio N.A (a) $27,433.50 1113 Kessler, Charles & Ellen (a) $1,890.00 2035 Khalaf, Samir & Suad $14,877.39 2266 Kibbie, Carla S $1,778.31 2264 Kibbie, F. Michael & Carla K. $3,609.63 2263 Kibbie, F. Michael & Carla S $4,109.55 2265 Kibbie, F. Michael & Carla S. $3,984.63 2267 Kibbie, Frederick $1,770.88 2330 Kilpatrick, Ralph E. & Marillyn L. $0.00 1510 Kimball, Marvin C. $7,654.44 2018 Kimberley, Barbara B ttee fbo David L. French $5,239.50 1988 Kimberley, Barbara B. (Trustee) $5,239.50 470 King, A. Bruce & Martha G. $4,113.93 1743 King, Barbara & William $14,067.78 2393 King, Robert A $1,708.72 4713 King, Roland R. $28.59 3772 Kirby, Jack I $3,750.00 3354 Kirtland, John & Gloria $2,492.75 4262 Kiser, Angus W. $0.00 4239 Klaas, Bruce Gregory, Jr. & Janis K. $4,065.64 1288 Klaas, Mark Geoffrey $3,146.51 4124 Klaus, Melvyn $436.50 4028 Klein, Michael E $4,499.00 904 Klien, Wilfred R. & Pauline Trustees $5,967.00 3351 Kline, William C $25.88 4505 Kloeckner, Dale E. & Marla J. $203.12 3431 Klopfenstein, Kent E. $18,243.12 4399 Klopp, Randy $1,236.50 4564 Kluver, Douglas & Jacqueline $1,162.50 467 Knag, Kathleen $1,246.87 4714 Knapp, James D. $3,230.65 4142 Knoblauch, Arthur Jr. $125.00 1606 Knoblich, Ronald $1,794.38 1374 Knowles, Raymond V. & Louise A TTEE for Knowles Family Trust $13,675.63 1635 Koch, Ellen A. & Glenn R. $2,081.12 2601 Koley, James L. $6,100.00 4089 Koley, Joseph P Jr $250.00 3987 Koley, Joseph P. Jr. & Margaret A. $250.00 785 Koontz, Howard W. $6,844.00 395 Koopman, Andrew & Donna L. $4,214.25 2525 Kordes, Patrick V. & Lynn $300.00 4715 Kostin, George $8,369.57 2512 Kotz, Vernon J. I $1,962.50 3015 Kovakovich, Ann E. $1,000.00 4716 Koyle, J. Dennis $26.37 4717 Koyle, John M. $1,596.54 2084 Kraft, John F. $1,750.00 3209 Krause, Lee E. $1,050.00 541 Krause, Ronald L. Vivian J. $447.51 4377 Krogness, Elizabeth S. $142.50 2701 Kruse, Dale & Sandra $1,987.50 1714 Kuhns Investment Co. (a) I $17,542.59 2301 Kumerow, Vernon E & Vera F I $1,845.95 2356 Kumke, Thomas A. $1,917.13 4469 Kuncheff, Johnny & Irene R. Family Trust $5,743.75 2522 Kuntz, William E. & Barbara B $5,065.00 2349 Kuny, Rosemary $8,102.50 410 Kunzman, Douglas A. & Mary R. I $1,393.00 2340 Kunzman, Michelle L. $1,600.00 3797 Kurtz, Janice L $2,361.54 3597 Kusak, Anton C $2,875.00 4506 Labore, Elaine M. (IRA) $793.75 4507 Labore, Everett R. (IRA) $806.25 550 Lackey, Timothy S. & Nancy L. $856.53 4018 Ladd, Dean & Francine $112.50 2042 Ladin, Samuel S. & Florence (a) $3,405.50 608 LaFreniere, Gregory P. (a) $3,292.00 607 LaFreniere, Kristine $1,824.00 4718 Lagerway, Richard W. $2,758.44 1176 Lahey, M. Eugene, & Edna M. $862.50 1152 Laird Norton Trust Co. $5,250.00 4429 Lajoie, Everett R. $0.00 1372 Lake, W.R. Jr. TTEE for WR Lake Jr Trust $6,550.75 2470 Lakeside Ind. Emp Pension $11,681.00 519 Lamb, Patrick D. $2,598.02 2879 Lambert, Maurice (Rollover) $2,852.00 2878 Lambert, Maurice Defined Plan $3,562.50 2880 Lambert, Maurice N. & Audrey $7,125.00 2592 Landess, Robert C. $656.25 2571 Landgraf, Eugene M. $1,125.00 4719 Landon, Richard Michael $9,121.44 4720 Landwehr, James $1,580.60 2465 Landy, Michael A. & Patricia A. $537.50 3428 Lane, Joseph R. Sr. $24,211.87 2230 Lang, Kenneth E $481.25 2876 Lansbury, James $2,237.40 2877 Lansbury, Katharine $2,996.77 1153 Laird Norton Trust Co. - Account 4902 $19,375.00 2619 Larkin, Don & Lani $11,818.25 2140 Larkin, Robert E. $30,912.50 4721 LaRose, James C. $1,434.95 2326 Larry Stilinovic Pension Plan $3,250.00 4584 Larry, Robert N. $3,599.00 2219 Larsen, Kenneth $1,112.50 4618 Larsen, Robert P. & Lorna A. (a) $9,688.00 3475 Larson, Russell J. & Patricia $2,749.00 603 Larson, Scott R. $7,535.55 4722 Larson, Zane W. $5,166.88 361 Lasch, Earl H. & Hermoine $1,624.00 3635 Lastavich, Dan L. $0.00 3042 Leach, James H. $2,055.00 3045 Leach, Marian $1,162.50 4509 Leacox, John E. & Betty M. $573.75 3640 Leader, Edwin P. Jr. $637.50 4723 Leavitt, Eric O. $11,767.47 966 Leavitt, Willard H & Mildred S. $1,655.00 448 LeChard, Allan P. $4,165.00 362 Ledbetter, Allison W. Jr. $896.00 1370 Leddel, Harry I & Ruth Arlene Trustees $17,478.66 4437 Lee, Joseph E. $2,450.00 4508 Lee, Mary V. (a) $5,199.00 4508 Lee, Mary V. (b) $12,500.00 3678 Lee, Roger $750.00 678 Leemkuil, John W. & Peggy S. (a) $737.50 678 Leemkuil, John W. & Peggy S. (b) $1,756.25 2670 Leet, William S. $2,937.50 279 LeFevre, David D. (a) $1,000.00 279 LeFevre, David D. (b) $1,313.00 279 LeFevre, David D. (c) $1,350.00 279 LeFevre, David D. (d) $1,013.00 279 LeFevre, David D. (e) $2,251.00 279 LeFevre, David D. (f) $2,649.00 279 LeFevre, David D. (g) $1,520.00 4352 Leicht, Jack H & Bettie $0.00 1762 Leigh Management Associates $37,000.00 3427 Leistad, Arlene (a) $10,259.38 3284 Lemon, Roger A. & Myrel L. $1,789.00 3185 Lengemann, Marvin & Clarice I $850.00 1369 Leonard, Robert Jr. $9,138.50 1368 Leonard, Steve C. $5,372.75 2651 Leonardson, Elmer C. $0.00 2155 Lerchen, Norman A. $9,171.65 3974 Lessard, Leslie W. & Sherry M. $500.00 4069 Lesselyong, Mark J $1,175.00 4335 Levang, Curtis A. $650.00 486 Levant, Richard S. $1,518.75 3848 Levant, Richard S. $2,343.75 423 Lewis, Charles R. $1,831.71 734 Lewis, Dan L. & Margo A. $1,226.00 2453 Lewis, Richard D. $560.00 2251 Lhotka, Allan J $1,779.00 2552 Liebel, Dwaine B. $0.00 4724 Liendo, Delfina $1,183.42 1431 Lievan, Marian $2,178.25 4490 Light, H.R. & Rhea M. $950.00 684 Lilley, H. Clair $3,931.00 4725 Lillo, Lawrence D. $10,122.62 1573 Lin, Tham H H, I $4,916.00 3657 Lincoln Trust Company Custodian for Joseph Martin Imhoff $5,125.00 2549 Lindberg, Warren I $264.81 2290 Lindquist, Bruce & Nancy E. $787.50 2275 Lindquist, Bruce T $1,140.00 2276 Lindquist, Bruce T & Nancy E $2,137.50 2277 Lindquist, Bruce T & Nancy E $1,687.50 2292 Lindquist, Bruce T. & Nancy E. $1,037.50 3780 Lineburg, Lucille $2,150.00 4091 Lipa, Walter & Patricia $221.87 2318 Lipit, Michael & Muriel $2,096.00 2319 Lipit, Muriel $2,971.00 1430 Littler, Jan Elizabeth Exec of Est Pauline Littler $3,190.50 412 Livingston, Larry D. $3,464.63 3721 Lloyd, Michael *DISPUTED* $0.00 *DISPUTED* 3946 Lo, Su Chieh Chen $21,146.98 1092 Lockwood, Beverly F. (a) $206.25 1106 Lockwood, Beverly F. (a) *DISPUTED* $0.00 *DISPUTED* 2662 Logan, John $4,625.00 2663 Logan, John S. $70,281.25 3203 Logan, Mark $1,937.50 4590 Longnecker, Doris & John $1,768.78 3318 Los Angeles County Employee Retirement Assoc. $117,175.00 4726 Loveless, Kathy Wood $5,005.69 3425 Lucky Ladies Investment Club $2,653.13 2946 Ludwig, John $1,999.00 4727 Lundgren, Roy A. $3,651.58 758 Lusinger, Margaret S. $3,502.23 2142 Lutz, Kendall D. *DISPUTED* $0.00 *DISPUTED* 1209 Lutz, Kendall D. & Lois L. $3,125.00 521 Lyle, Harry & Carol $5,000.00 2919 Lyman, Gary B & Jo-An H $3,206.25 354 Lynch, William T. $12,451.75 1463 Maahs, Earl H. & Susan I. $2,463.81 2669 MacCloskey, Jane $2,100.00 2863 Mackenzie Trust (a) $9,906.25 2979 Macks, Earl R. & Marilyn $0.00 2964 Madich, Candace $437.50 1887 Madison, James R. $428.93 4728 Madrigal, Robert J. $5,134.43 3347 Magee, Michael C $150.00 4580 Maggio, John P. & Patricia J. $11,436.00 4033 Magnuson, Grant A & Louise A $1,311.50 4034 Magnuson, Grant A & Louise A $4,211.50 4035 Magnuson, Grant A. & Louise A. $2,899.00 2606 Mahal, Avtar S. $4,314.00 4729 Mahnke, Steven $3,781.91 2159 Mahoney, Jane L. $2,875.00 2158 Mahoney, John A. & Jane L. $19,375.00 4135 Mahowald, Alfred F. $562.50 3695 Maier, Mr. & Mrs. $837.50 4460 Maier, Mr. & Mrs. $125.00 1450 Maier, Paul V. & Shirley D. I $5,917.00 4153 Maitre, Dwain J. & Lenore $2,276.00 4730 Majerus, John L. $1,500.60 2949 Major, Mark W. & Nancy A. $150.00 302 Makam, Chandralekha N. $4,028.75 1373 Mallen, Willis Sr. TTEE Raymond V. Knowles Trust $9,609.63 2417 Mallon, Russell E $950.00 4731 Malone, Robert A. $20,430.72 4435 Managed Services Inc. Employee Profit Sharing Plan $3,150.00 2967 Mandala Communications $3,721.87 3438 Mandapati, Satyanarayana & Vimala Devi $3,312.49 2492 Mandelbaum, Anita $1,462.50 1926 Mandelbaum, Jill B. (a) $806.25 2761 Mandelbaum, John R. IRA $1,072.00 2760 Mandelbaum, John R. Profit Sharing $664.00 1927 Mandelbaum, Norman B. (a) $9,724.00 2563 Manes, Ann M. $156.25 2564 Manes, Jerome F. $156.25 3875 Marcinko, Gerald F. I $1,750.00 4193 Mares, Louise $2,093.75 4061 Maring, Gary & Sally B $239.50 2183 Markoff, Sven C. & Jane C. $2,432.25 2229 Marohl, Judith A $975.00 2638 Marr, Arnold R. & Joan M. $225.00 3720 Marrs, Don & Sandi $1,425.00 2146 Marsh, Barbara Dee I $1,163.26 3421 Martens, Margaret (a) $ 4,788.75 4118 Martin, Benjamin O. (a) $0.00 1246 Martin, David R c/f Rebecca M. Martin $4,992.43 1233 Martin, David R. $9,020.50 1247 Martin, David R. $1,294.00 1267 Martin, David R. c/f Katherine A. Martin $7,705.01 945 Martin, Jack D $4,049.00 1516 Martin, Lois M. (a) $11,625.00 290 Martinsen, Richard D. $686.50 4196 Martinson, Paul $1,461.50 2274 Marx, David C $4,939.50 3554 Maschka, Paul $112.50 4510 Masek, Joseph M. Jr. & Blanche M. (a) I $2,375.00 4510 Masek, Joseph M. Jr. & Blanche M. (b) I $3,000.00 4732 Matheson, James D. $8,499.14 688 Mathews, David S. (Cust.) $873.00 2243 Mathews, Earl & Irene $588.00 4419 Mathews, Maedean $1,870.31 4420 Mathews, Maurice D. $2,067.19 2041 Mathewson, Charles N. (a) $25,812.50 2041 Mathewson, Charles N. (b) $174,662.50 2405 Matson, Les N. & Beverly M. $4,900.00 776 Matthews, Kelly King & Mary Lynn J. $4,760.97 4733 Matticks, Deborah H. $3,377.56 4734 Matulich, Helen $1,047.17 4256 Matulis, John $500.00 4132 Matzer, Frederick E. $1,649.00 1087 May, W.H. Jr. & Hennings, D.A. (a) $25,875.00 2504 McAlees, David G. $3,625.00 862 McAllister, James R. $6,750.00 292 McArthur, Lewis L. I $1,912.50 967 McCafferty, James W. $4,600.00 2107 McCarter, Charles V. (a) $8,155.68 798 McCarthy, Richard F. (a) $9,250.00 3005 McCaughey, Rosanne G. $300.00 4735 McCauley, Larry E. $2,888.37 4736 McCauley, Thomas Leo $3,710.68 4567 McClary, Janet L. $212.50 2114 McCleary, Robert S. $1,765.25 2520 McClenachan, Dianne (Isaacson) $318.75 650 McClenachan, William B. $1,506.97 2184 McClung, Charles E. I $3,440.13 1813 McConachie, John W JR $1,241.56 1814 McConachie, John W. Jr. $1,842.89 2728 McConadrie, John $633.03 2729 McConadrie, John Jr. (a) $1,027.70 1735 McCormick, Leroy C. $4,848.54 1734 McCormick, Richard S. $42,224.00 1736 McCormick, Richard S. IRA $13,194.00 2235 McCray, Samuel A I $2,252.50 1238 McCune, Lance TTEE $7,192.34 2363 McDaniel, Richard A. $0.00 2870 McDonald, Elaine Marie $12,468.75 3420 McDonald, Frank A. & Mildred (a) $675.00 3420 McDonald, Frank A. & Mildred (b) $7,530.47 4737 McDonald, Thomas P. $1,708.33 1428 McElliott, Michael V. TTEE Lee McElliott Trust $16,666.98 4078 McElmary, William J. $1,149.00 1009 McGrath, Mary K. $10,037.50 1085 McKay, Jane Teresa (a) $325.00 1085 McKay, Jane Teresa (b) $5,844.00 4738 McKenzie, David R. $10,545.85 1563 McKillop, Paul J $80,496.70 2793 McKim Trust fbo Lewis M. Kean $1,997.85 2867 McKim Trust fbo Lloyd G. Kean $1,997.85 2792 McKim Trust fbo Paul McKim $1,997.85 2868 McKim Trust fbo Sam Douglas $998.92 4739 McMasters, Dennis H. $833.98 289 McMurray, Jack W. $833.00 1611 McNairy, Ryan $5,888.57 1424 McNairy, Sean Fort (a) $2,121.37 538 McNaught, Ron Jr. $1,147.81 856 McRill, Eugene B. & Burneta J. $1,825.00 2636 McRill, Eugene B. & Burneta J. *DISPUTED* $0.00 *DISPUTED* 4740 McTear, John A. $16,304.45 4741 Means, James A. Jr. $166.33 4411 Mecham, Norman D. & Karma R. I $4,312.00 698 Medaris, Nancy Hazel $11,745.50 630 Meehan, Richard & Marcella $3,675.00 3154 Mehmke, Carl W. $2,765.62 4742 Mehrenberg, Davis S. $2,412.38 4182 Mehta, Ramesh H. & Sangeeta R. $1,651.80 2434 Merfarm a/c F5 G $17,375.00 4743 Merrell, Jason $6,149.04 1202 Mesler, Myron D. $29,649.00 1201 Mesler, Paul S. $14,748.00 2580 Metcalf, H. Wilson $1,275.00 3191 Methodist Hospital Funded Depreciation Peregrine $11,250.00 4744 Meucci, Lisa A. $1,875.81 2224 Meyer Bros Dairy Inc $5,500.00 3877 Meyer, John R. $12,324.00 2577 Meyer, Loren T. cust Kern, Elizabeth $2,615.62 1770 Meyer, Sharon A (a) $7,406.25 666 Meyerson, Robert S. $1,493.09 3986 Midthun, Glenn L. & Sylvia A. $803.12 4070 Mielke, Leo G $9,387.50 4511 Miller, Arlon & Doris Y. $62.50 746 Miller, Dorthea M. $2,549.00 3777 Miller, Laurence $994.40 3038 Miller, Paul A. & Sylvia R. $1,250.00 1422 Miller, Peggy G. Sole Prop Emp Mpp Pl $3,430.75 1423 Miller, Peggy G. TTEE FBO Peggy Miller Fam Trust $7,854.25 4162 Miller, Shauna P. $0.00 2635 Million, Lois M & Lewis E. $75.00 2406 Millsap, Clarence D. $7,797.00 3933 Milton, Maxwell I $2,871.66 2611 Mingo, Richard L. I $1,772.00 2620 Mingo, Richard L. & Phyllis A. I $4,502.74 747 Minnaert, Dean F. & Marlene I $1,267.19 2166 Mitchell, Gregory J. (a) $3,164.85 1421 Mitchell, James R. $978.13 2167 Mitchell, Susan D (a) $3,164.85 4431 Mizener, Alice $0.00 2367 Mock, Patricia M. $300.00 2993 Moffitt-Lindway, Doris $5,220.00 310 Mollet, Earl H. (Trustee) $1,188.65 4745 Monson, Gerald C. $20,397.82 1761 Montclair Orthopaedic Group Pensio n $136,501.15 4291 Moore, Daniel C. $32,456.25 4321 Moore, Donald W. & Donald E. $225.00 2668 Moore, J. Peter $2,098.18 3315 Moore, Jeffrey S & Rebecca J I $425.00 2305 Moore, Joe A. & Rea M. $1,937.50 1705 Morgal, Margaret L. $574.40 1420 Morgan, David F. $5,641.34 2036 Morgan, James & Rose $1,275.00 575 Morgan, Margaret E. $8,638.70 3971 Morgan, P. H. Trust - A. Morgan $6,923.87 3970 Morgan, P. H. Trust - V. Benedict $6,923.86 2320 Morgan Stanley & Co., Inc. $5,993.00 1588 Morris, Newbold "Bob" Capt $76,265.00 3886 Morrison, George H. $2,581.25 2153 Morrissey, John T. & Marie W. $1,905.25 2599 Morrissey, Marie $1,238.75 2652 Mortensen, John H. $1,000.00 3989 Morton, Frank A. & Linda M. $1,509.61 2846 Moskin, Nancy $10,012.50 2285 Moss, Lee W $23,000.00 2963 Mostoller, I L Suzie $875.00 4354 Mountford, Roger & Donnis $1,462.50 4746 Mower, Clark M. $22,709.09 2491 Moyle, Henry D. $37,233.80 3782 Ms. Dee Inc. PSP $1,198.54 2135 Muck Farms Inc. $2,750.00 4141 Mudgett, Albert G. $2,024.00 3664 Mueller, Frank C. $2,455.00 2351 Muellerleile, Richard $2,887.50 1849 Mueske, Duane & Willia $5,218.20 1003 Mukamal, Daniel $276.75 4561 Murphy, Brian E. & Kathryn A. $4,000.00 3214 Murphy, Carol J. Trustee $1,000.00 3189 Murphy, Mary Jane, Estate of I $2,700.00 1773 Murton, David B $6,528.50 1419 Murton, David IRA $2,031.37 1503 Musgrave, Violet & Cheryl & Dara $2,634.34 2397 Myhr, Jerry B. (a) $1,843.75 3766 Naegele, Robert O JR $1,500.00 2070 Nakagawa, Eiko (a) $19,366.50 2070 Nakagawa, Eiko (b) $5,907.76 701 Nakamura, Milton (Estate) $2,474.00 3071 Napier, Dan $3,725.00 1533 Nasseta, Anthony F. (a) $375.08 1466 Nassetta, Cecelia (a) I $375.00 1892 National City Bank-Dayton, Trustee for I $1,245.84 2429 National Gardening Assoc. a/c NGA (a) G $7,831.25 4101 Nau, John C $3,125.00 3587 Nelson, Arthur E. $26,875.00 3556 Nelson, Clyde & Bessmarie $1,362.50 2958 Nelson, Elizabeth J. $700.00 2106 Nelson, Herman L & Margaret B. $1,950.00 4067 Nelson, Iva Marie $427.50 3586 Nelson, Jim $852.00 2957 Nelson, Kenneth $450.00 3869 Nelson, Nancy A. $487.50 2518 Nelson, William A. $1,212.50 3884 Nelson, William A. & Doris L. $287.50 4747 Nemeth, Rick $1,633.43 3237 Neonatology PA Profit Sharing $2,858.00 4455 Nesmith Two $0.00 1505 Ness, Wayne R. & Mary M. I $787.50 1344 Netten, Twila F. $10,364.15 4524 Neubauer, David J. $8,999.00 2466 Nevil, Bob J. *DISPUTED* $0.00 *DISPUTED* 2854 Neville Rodie & Shaw Profit Sharing Trust (a) $32,793.75 386 New Alternatives Fund, Inc. $466,021.24 3601 New Cycle Foundation (a) $227,125.00 1481 Newgard, Traci $62.50 4748 Newman, Elmer C. $11,038.22 1915 Newman, Jay & Pauline $924.00 2896 Newton Falls Paper Mill (a) $49,687.50 4394 Nicoll, Matt $1,137.50 726 Niederer, Robert & Ruth $3,951.60 740 Niederer, Robert H. & Ruth G. $2,099.00 600 Nielsen, Kenneth N. & Fern S. $1,498.75 4094 Nixon, Helene J $425.00 4095 Nixon, Michael T $9,281.25 309 Noel, Dale A. & Kathryn L. (a) $0.00 578 Nogg, Alvin S. & Manya E. $1,999.00 4073 Nokomis Investment Club (a) $331.00 4073 Nokomis Investment Club (b) $0.00 3101 Nolte, Robert C. & Betty Jo (a) $2,037.75 3957 Noonan, Grace C. $48,350.00 2020 Nordstrom, Elmer J. Estate of $101,913.00 3854 North, Kathleen L. $12.50 2588 Northup, Richard E. & Shiley J. $875.00 1167 Norwest Bank Colorado, N.A. (Custodian) $14,983.87 2332 Nowell, May $1,890.00 2375 O'Brien Enterprises LTD Prof Shar Plan & Trust $15,375.00 1485 O'Brien, John T & Jeanne T. $5,373.43 4075 O'Halloran, Cynthia H $3,308.71 1240 O'Kief, James M & Nancy S. $1,843.75 3894 O'Neil, Donald R. & Rosella I $1,550.00 4749 Oanes, Gerald $2,551.92 920 Odesky, Stanford $999.95 3584 Oetken, Herbert E. $1,362.50 4387 Okey, Kyle C. I $1,800.00 2607 Oldakowski, Robert A. & Dorothy A. $3,375.00 2758 Oliver, Douglas & Holly $200.00 1273 Ollie, Mary $1,377.18 834 Olmstead, Daniel (a) $7,140.09 1418 Olmstead, Peter Def Ben Ret Tr $13,212.72 2695 Olofson, Clifford (a) $1,856.25 3964 Olsen, Christine fbo Amy Olsen & Sarah Olsen $2,031.25 3950 Olsen, Erdean Custodian for Brent W. Clark $23.75 3951 Olsen, Erdean (IRA) $825.00 4432 Olsen, Erdean Custodian for Travis Clark (a) $23.75 3195 Olsen, Glenn H. $4,415.00 3963 Olsen, J.R. & Christine L. $1,065.62 481 Olsen, Marjorie A. $131.25 4750 Olson, Christine A. $1,885.86 859 Olson, John L. (Trust) $12,300.09 2731 Olson, Wayne P. $3,437.50 4489 Ophthalmology PA Pen Pl $7,062.50 4488 Ophthalmology PA Pro Shar $7,062.50 492 Orinkawitz, Edward P. I $1,006.00 1820 Ormsby, Richard & Rae $1,875.00 1822 Ormsby, Richard E Family Trust (a) I $85.00 767 Orr, Rufus D. $123,701.25 1184 Ottertail Investment Group (a) $864.04 2502 Overby, Glenn & Ruth $900.00 420 Owen, Eleanor P. $10,558.75 2735 P. O. Investment Club $1,725.00 4521 Pacey, John S. $400.00 3719 Pacific Northwest Sport & Physical Therapy $7,125.00 3823 Pacific Steel Casting Co. $106,300.00 2767 Pack, Douglas H. (a) I $1,350.00 612 Padberg, Godfrey P. $4,032.81 3100 Paden, David W. J. $1,221.90 2956 Pai-Panandiker, Kamlesh & Mangala $2,161.50 2971 Pai-Panandiker, Mangal (Custodian) $2,161.50 4270 Palmer, Kenneth J. $0.00 4751 Pannier, Tricia F. $2,590.13 674 Paper, Steve Custodian for Bobbie Paper $375.00 1989 Pardey, Harold M. & Elaine $7,566.75 3906 Parenteau, Vern J. $0.00 683 Parke, Kenneth L. & Sara L. $712.50 3060 Parker, Blaine & Mary Ann (b) $9,455.80 2948 Parker, John & Bonnie $500.00 2527 Parker, William A. $2,063.00 2531 Parker, William A. $625.00 4115 Parmley, Clinton A & Betty Jane $1,575.00 2111 Parsons, Larry D. I $1,055.84 1663 Passey, Mirl J. $2,682.59 1900 Patel, Bharatbhai & Niraben B. I $1,317.49 4576 Patten, James $3,187.50 1119 Pauley, James L. & Virginia E. $5,200.81 1526 Pauley, Mary J $244.52 3304 Payne, David J I $1,879.85 2353 Pearson, Gorden A. & Jean $650.00 4012 Pebbles, Harold & Ann $5,250.00 4013 Pebbles, Harold A. D.D.S., P.S. $6,375.00 3123 Per Mar Security & Research Corp. $3,400.00 2428 Peragrine Financial (a) G $8,293.75 4229 Peters, Carl J. $1,722.00 2076 Peters, Elizabeth S. $1,781.25 3839 Petersen, David $2,353.50 4167 Petersen, Leon O. & Joan K. $587.50 4222 Peterson, Gary M. I $1,550.00 517 Peterson, Judith I. $893.52 4752 Peterson, Minton $725.57 4753 Peterson, Raymond G. $1,785.40 4754 Petras, Ann $2,311.62 1897 Petree, Alice A. $4,505.41 647 Pewterbaugh, Nancy J. $3,700.00 2707 Pflipsen, Terry $1,481.25 1867 Phalin, Thomas L & Patricia J $832.50 2094 Phelps, James J. $12,375.00 2630 Piano, Robert G. $1,350.00 4254 Pieri, Susan $0.00 3192 Pigott, Charles M. $26,375.00 3121 Pilgrim, Evelyn H. $4,300.00 1848 Pincus, Jacqueline K $8,012.00 3999 Pint, Allan & Sandra $1,337.50 3643 Piper Jaffray (Custodian) Julieanne E. Westland $400.00 3647 Piper Jaffray (Custodian) Ronald A. Carlson IRA $0.00 3651 Piper Jaffray (Custodian) Rebecca S. Joseph IRA $1,138.00 4512 Piper Jaffray (Custodian) Richard L. Greene $850.00 4513 Piper Jaffray (Custodian) Robert M. Chastain SEP $918.75 4586 Piper Jaffray (Custodian) Ronald A. Carlson $0.00 4587 Piper Jaffray (Custodian) Hoyt H. Allen $2,285.00 4588 Piper Jaffray (Custodian) Rebecca S. Joseph $1,138.00 4589 Piper Jaffray (Custodian) Betty Krueger $0.00 4593 Piper Jaffray (Custodian) Mary L. Warner, IRA $1,895.00 4594 Piper Jaffray (Custodian) Julianne E. Westlund $400.00 3644 Piper Jaffray (Custodian) (a) Betty Krueger $0.00 3645 Piper Jaffray (Custodian) (a) H. Lavina Wright IRA $0.00 3649 Piper Jaffray (Custodian) (a) Hoyt H. Allen IRA $0.00 4597 Piper Jaffray (Custodian) (a) H. Lavina Wright $0.00 3644 Piper Jaffray (Custodian) (b) Betty Krueger IRA $1,087.50 3645 Piper Jaffray (Custodian) (b) H. Lavina Wright IRA $0.00 3649 Piper Jaffray (Custodian) (b) Hoyt H. Allen IRA $2,025.00 4597 Piper Jaffray (Custodian) (b) H. Lavina Wright $0.00 3644 Piper Jaffray (Custodian) (c) Betty Krueger IRA $1,707.00 3645 Piper Jaffray (Custodian) (c) H. Lavina Wright IRA $1,681.75 3649 Piper Jaffray (Custodian) (c) Hoyt H. Allen IRA $0.00 4597 Piper Jaffray (Custodian) (c) H. Lavina Wright $1,681.75 3247 Piper Jaffray (Custodian) (j) Richard L. North & Katherine North $0.00 3184 Piper Jaffray (Custodian) Edward L. Schinzel $0.00 3229 Piper Jaffray (Custodian) Mary I. Fahey $1,951.00 3239 Piper Jaffray (Custodian) Dr. T. Bruce Ferrara $1,535.00 3238 Piper Jaffray (Custodian) Karen B. Ferrara $1,626.00 3169 Piper Jaffray (Custodian) Robert M. Chastain $0.00 4527 Piper Jaffray (Custodian) Judy Gentling $82.00 4528 Piper Jaffray (Custodian) Kirk Gentling $123.00 3177 Piper Jaffray (Custodian) Robert W. Rivett $0.00 4549 Piper Jaffray (Custodian) Sandra J. Simmons $300.00 4263 Piper Jaffray (Custodian) Steven E. Rolsch IRA $0.00 3914 Piper Jaffray (Custodian) Richard A. Sheftman $775.00 3905 Piper Jaffrey (Custodian) for Mary L. Warner $1,895.00 3801 Piper TR Bowman, Glenn & Mary $5,375.00 4477 Pithan, Gregory J. $3,837.50 4485 Platt, Bradley D. (a) $2,483.75 3110 Pletscher, John N. & Jeanne G. (a) $1,360.75 4251 Plumer, Barbara Catherwood (a) $14,325.00 4251 Plumer, Barbara Catherwood (b) $136,796.75 3418 Plunk, Glenna M. $12,054.68 3417 PNG Partnership (a) $8,298.43 2201 Poetker, John $2,874.00 4103 Pollock, Maurice Dean & Susanne $3,402.50 2171 Popovich, J.K. & Jane H. & Carver, Eugene P. $1,984.00 2173 Popovich, Jane H. $20,402.66 2172 Popovich, Kimberly I $3,335.71 2170 Popovich, Patricia L. $1,983.50 4755 Porath, Mary $1,064.84 753 Posthumus, Allen W. & L. Joyce $1,169.53 1414 Powell, John F. & Wendy R TTEE Powell Fam Trust $3,158.50 4756 Pracht, Thomas $3,684.36 2486 Prather, Ronald & Sondra $361.33 4109 Pratt, David Wells $2,687.50 4757 Pratt, Robert N. $17,578.33 3181 Pray, Lillian B. $1,550.00 3142 Preston, Maynard $4,686.50 2519 Preusse, Wilbur H. I $10,281.25 2419 Priesing, John W $13,814.00 1695 Proffit, Michael $7,200.00 3459 Profitable Portfolio $2,287.50 401 Przygoda, Eugene J. & Lynn E. $1,884.00 3044 Psyk, Joseph John $960.25 4367 Puhalla, Todd $0.00 2830 Puleston, Dennis $6,735.00 4606 Putney School (a) G $13,437.50 3014 Quick, Robert $1,401.67 3543 Quigley, Larry $6,213.00 957 Rachey, Diane L. $1,549.50 4758 Radel, Martin F. $3,532.05 4237 Radintz, Henry Charles (a) $421.87 2306 Rahmlow, Edward C. & Glen E. $899.00 4096 Raitzer, Kristin E Osterndorf $3,637.50 1775 Ralphs, Donald Scott $14,040.07 700 Ralphs, Joyce S. $14,040.07 1774 Ralphs, Joyce S. *DISPUTED* $0.00 *DISPUTED* 4390 Ransdell, Robert (a) $650.00 4390 Ransdell, Robert (b) $0.00 890 Ransom, Anita G. $4,275.00 344 Rath, Michael & Mary K. $0.00 4759 Rathjen, Cheryl M. $1,617.94 1197 Rauer, Carl L. $50.00 2661 Rawls, Daniel T. & Betty B. $1,112.50 3598 Read, Donald L & Helea $525.00 2176 Redd, Lynn Baz & Damon Baz $1,287.86 2177 Redd, Lynn Baz & Derek Baz $1,287.86 2273 Reeber, Erick $1,799.00 4760 Reed, Gregory T. $5,625.99 4761 Reed, William J. $9,262.55 1412 Reel, Roy A. IRA $6,312.94 3155 Regan, Billie E. & Gladys I. $1,812.50 3156 Regan, Billie E. & Gladys I. $1,824.00 1778 Regan, James & Sue Pascal $290.41 3778 Regina Medical Complex $7,102.60 3207 Reid, Donald L. $5,000.00 4417 Reiman, Mary Lee (a) $1,175.00 1688 Reinauer, Richard H. $0.00 3820 Reinhardt, Kenneth A $1,389.59 3771 Reiter, Doug W $731.25 388 Rentel, Richard O. & Joyce M. $1,813.75 1639 Rentz, Wm H. $2,316.51 2986 Reskakis, George D. DDS $0.00 2081 Resnik, Seymour & Sandra $535.00 2040 Restad, Arlan G. $0.00 821 Rettinger, Thomas C. $1,019.60 3416 Reynolds, James D. & Darlene S. $2,996.09 1958 Rhodes-Greene, Susan $1,114.89 1489 Rial. Steve A. $2,270.00 4762 Ricca, Antone $3,748.84 943 Richards, Barclay H $10,627.85 1269 Richards, W. Thomas (a) $8,976.57 1411 Rick, Robert A. TTEE FBO Ella F. Rick Rev Trust $5,595.82 4763 Ricker, Sandra $1,263.35 4547 Ridings, Ray F. $2,312.50 4764 Rieland, Dennis D. $2,253.39 1462 Riley, Wallace D. & Dorothy C. (a) $269,275.60 4765 Rinehart, Mark E. $28,283.10 4206 Ringen, Mary Beth TTEE FBO $1,954.00 2851 Ripley, F. Fuller (a) $6,250.00 2829 Ripley, Sally F. $2,173.50 3187 Risk, Richard J. $2,000.00 4766 Rivera, Shirley J. $247.10 4496 Rivett, Robert W. (IRA) $2,500.00 2828 Roach, Rachel K. $1,421.00 2667 Robberson, Dorothy A $3,733.49 934 Robert Mellin Trust for John Clark, Stanley Margolis and Larry Martindale $6,392.73 939 Robert Mellin Trust (a) for John Clark, Stanley Margolis and Larry Martindale $474.73 725 Rock, Joseph S. $12,795.00 4767 Rock, Sharon $9,848.27 4313 Rodie, Constance T. $5,030.00 1519 Roeme, Frederick L & Anna S $2,700.00 592 Rohde, Dale F. $231.00 3050 Rohwer, Lloyd H. & Frances J. (a) $3,988.00 1100 Rolf, Glenn R. & Barbara C. $956.25 4047 Rolf, Robert A $325.00 1796 Rose, Madelyn J. Beneficiary Koovard $188.90 1843 Rose, Madelyn J $111.70 1877 Rosenthal, Ray U. I $2,119.79 2215 Ross, Gerald E $1,979.60 2011 Ross, Oren E & Lonnie C $2,229.91 3923 Ross, W. D. Jr. $1,275.00 1435 Rossman, Seth $737.50 1059 Routier, Gordon $1,062.50 681 Rovick, John B. $11,230.00 3470 Rovie, Kenneth C. (a) $3,149.00 768 Rowady, Lewis (a) $16,500.00 3193 Rowe, George & Beverly $14,875.00 4105 Rowley, Mark A & Virginia $793.75 2782 Rubel Family Foundation $27,927.50 1073 Rubin, Bernard & Gloria (a) $0.00 2494 Rudman, Karen L. $975.00 4452 Rudy, Thomas A. $4,500.00 1824 Ruggles, William $312.75 1410 Rusack, Janice O. FBO Rusack Living Trust $19,254.83 3663 Rusch, Freeland I $899.00 2968 Rusho, William J & Susan J. $1,568.75 2989 Rushton, Sam $12,905.00 3063 Rusi, Ermanno & Patience $11,500.00 415 Rusnak, Joseph R. $1,912.00 527 Ruther, Bernard L. & Kathleen M. $1,324.00 4260 Ruvelson, Alan K., Jr. $425.00 3603 Sacharuna Foundation (a) $240,125.00 3712 Sack, John T. M.D. $5,806.50 3713 Sack, John T. M.D. $5,862.25 3716 Sack, John T. M.D. $8,500.00 3717 Sack, Sharon $955.00 485 Safford, William H. $719.57 1453 Sageser, Richard L. & Sherrel J. $2,577.50 2614 Sahling, Donald L. $1,500.00 4414 Salk, Richard J. $0.00 1556 Salyer, Joel D I $2,187.50 2174 Samek, Peter L. & Robert H. $4,090.71 1409 Sampson, J. Michael IRA $7,655.63 2395 Sanborn, Alvin M. & Jarisse J. $6,906.25 3216 Sandberg, Oscar C. $9,495.00 3414 Sande, Earl E. (a) $155.25 2581 Sandell, Richard D. & Muriel K. $1,228.12 4409 Sanderson, Allen R. $2,237.50 349 Sands, Thomas P. $3,837.05 341 Sanner, Glenn M. & Harriet L. $1,178.86 4768 Sanslow, Rochelle J. $2,969.06 4769 Saperstein, David M. $4,992.05 3373 Sarich, Steve Jr & Kay I $12,859.85 4575 Sarver, Terry D. & Shela E. $662.50 2389 Sastaunik, Patricia J. $638.36 2316 Satellite Investment Group I $975.00 4363 Savage, Charles J. (a) $312.50 4363 Savage, Charles J. (b) $0.00 4364 Savage, Joanne M. (a) $0.00 4364 Savage, Joanne M. (b) $0.00 703 Sayles, Floyd L. (a) $2,655.25 3299 Schanz, Richard W $2,100.00 2533 Scheidler, William C. & Mary M $387.12 2665 Schenck, Peter V. & Barbara F. $2,491.68 1472 Schenck, Robert C. $4,568.75 4770 Schenk, Dean $2,266.15 1408 Schick, Harold G. Jr $4,760.88 2364 Schiller, Robert B. $1,986.50 4497 Schinzel, Edward L. $1,687.50 4190 Schlagel, Clarence R. $687.00 4771 Schleicher, Mary $789.92 3834 Schlick, Fred J. & Mary C. $898.00 1754 Schloss, Eugene & Co. Inc. Pension Plan $19,086.99 1753 Schloss, Eugene & Co. Inc. Profit Sharing Plan $12,324.99 670 Schlosser, Beverly $2,724.00 4458 Schmidman, Joyce D. $10,000.00 1345 Schmidt, A. Thelma $2,810.22 4374 Schmidt, Dick W. & Bernice M. $200.00 4772 Schmitt, Loran M. $4,367.75 2381 Schmitt, Richard C. & Wilma F. I $2,354.00 3160 Schmitz, Jerry H. & Norma M. I $3,750.00 2295 Schmitz, Kathleen B. I $1,462.50 3280 Schneider, Carl M. & Grace M. $281.25 3959 Schoeneman, Judd J. Custodian for Scott J. Schoeneman $0.00 3960 Schoeneman, Judd J. Custodian for Jill J. Schoeneman $0.00 4448 Schoeneman, Judd J. Custodian for Jill J. Schoeneman $0.00 4449 Schoeneman, Judd J. Custodian for Matthew J. Schoeneman $0.00 4450 Schoeneman, Judd J. Custodian for Scott J. Schoeneman $0.00 3962 Schoeneman, Judd J. Custodian for Matthew J. Schoeneman $0.00 539 Schoenwald, Maurice & Susan $1,348.99 2427 School, Potney (a) $13,437.50 3552 Schroeder, Lee (a) $2,500.00 662 Schubach, Stanley D. I $4,630.85 379 Schultz, Wayne F. $1,697.00 2538 Schulz, Roy R & Dorothy M. I $1,100.00 1031 Schutt, Russell W. & Shirley J. $6,747.35 4467 Schwab, Joseph & Sherry $1,425.00 3465 Schwartz, Paul (a) $4,750.00 3465 Schwartz, Paul (b) $126.68 1327 Schwerdt, M. Craig $127,115.00 4773 Scott, Debra J. $2,399.61 4466 Scott, Eugene R. & Evelyn R. $2,925.00 3317 Scripps Clinic & Research Foundation $126,562.50 576 Scult, Allen $2,175.00 3768 Seattle First National Bank $1,156.25 3769 Seattle First National Bank *DISPUTED* $0.00 *DISPUTED* 3767 Seattle First National Bank Agent/Trustee for Virginia Mason Hospital Retirement $4,950.00 1708 Seattle Lumber Co Employee Pension Trust $20,712.50 4114 Seeley, James $4,000.00 4397 Sefer, Norman R. & Joyce W. $2,937.50 4493 Selser, Catherine C. $4,812.50 1847 Senne, Thomas A $1,115.01 640 Servais, Alden J. & Marie F. I $1,343.75 1890 Setness, Peter A. (c) $2,375.00 2200 Sevieri, Bill & Kaylene $4,599.00 2733 Sharrar, Donald H. $1,934.37 626 Shaw, Jack $1,795.25 4774 Shawcroft, Dennis $8,886.55 2489 Sheda, Anthony & Paulette (a) $14,419.14 1973 Sheehan, Willma T. (Estate) $1,371.35 3915 Sheftman, Richard A. $918.75 4269 Shella, John & Claire $600.00 4775 Sheller, Craig $3,405.79 622 Sheller, Craig Eugene $5,600.50 4776 Sherlock, Ellis E. $3,726.75 360 Sherman, John P. & Marian B. $7,187.50 3874 Sherman, Susanne $1,437.50 2095 Sheumaker, John C. & Sharon L. ll $3,097.32 2664 Shifter, Ferdinand H. & Marie G. $1,350.00 3450 Shodahl, Glendon J. $675.00 4777 Short, Cecil $19.94 1297 Short, Robert R. $2,235.09 4778 Short, William R. $1,815.11 1210 Showalter, Rolla E. $6,300.00 2732 Showers, Donald K. & Barbara A. $1,668.75 4577 Shrader, James E. & Helen I. $2,849.00 4591 Siegel, Phillip B. *DISPUTED* $0.00 *DISPUTED* 3652 Siegel, Phillip B. (a) $0.00 3652 Siegel, Phillip B. (b) $1,343.75 2947 Siegle, Dennis $2,062.50 2359 Sieveke, Phyllis I $2,368.00 2164 Sievers, Jill (a) $1,543.10 2163 Sievers, William J. (a) $1,543.10 4201 Sigler, Andrew Howard $0.00 4126 Sigloh, Dennis B $5,250.00 540 Silks, Edward J. & Aldona L. $6,132.00 3887 Silveira, Edward L. $4,689.50 2915 Silzer, Parker W. $6,337.50 4494 Simmons, Jim (a) $725.00 4043 Simmons, Sandra J. *DISPUTED* $0.00 *DISPUTED* 3221 Simon, Thomas M. $762.50 3222 Simon, Thomas M. $1,475.00 1406 Simpson, O J & Taft, Leroy B TTEE FBO OJ Simpson $5,852.47 1407 Simpson, Orenthal J. IRA $1,412.50 536 Sinclair, Donald R. $975.00 359 Skagen, Ruthella (Barnecut) $7,849.00 4779 Skifton, Rodney $1,631.65 1782 Skilbred, L Arne $16,681.90 4107 Sklar, Richard A I $1,616.95 1614 Sletten, Alice (Childrens Fund) $3,500.00 4440 Sliwa (Wiater), Helen K. $275.00 2382 Slucis, Aivars $8,465.60 3057 Sly, E. R. (a) $400.00 3002 Smith, Arthur G. $2,255.04 2589 Smith, Emmett A. $1,337.00 1609 Smith, George A $8,944.20 2922 Smith, Howard S. & Phyllis D. (a) $4,993.28 2922 Smith, Howard S. & Phyllis D. (b) $3,428.68 1512 Smith, Kit $4,828.10 4780 Smith, Michael M. $13,146.37 4120 Smith, O.W. $300.00 3017 Smith, Robert T. $1,100.00 1707 Smith, Stanley Howard & Beverly Ann $612.76 3213 Smith, Visten IRA $600.00 2813 Smithe Machine Collective Bargaining (a) $20,000.00 2848 Smithe Machine Retirement Plan (a) $36,562.50 2985 Snow, John Robert $3,079.69 4495 Snyder, Darwyn V. I $1,125.00 549 Soeffker, Ralph & Ruth $8,412.50 4781 Souza, Paula M. $496.69 4026 Spain, Kevin D & Barbara J $1,242.19 1477 Spalt, Allen E. $606.75 2696 Spear, Barbara Sue $1,303.12 2420 Speece Lewis Inc $2,875.00 4782 Sperry, Mark W. $5,747.19 4783 Spirk, Dolores R. $5,248.46 4784 Splittstoesser, Evelyn $1,984.85 4785 Sprayberry, J. Paul $3,986.47 4786 Sprayberry, J. Paul $1,360.46 2293 Springan, Donna M. $521.87 1883 Squire, Marian $10,000.00 3939 Stack, Gary M. MD Custodian for Jeffrey M. Stack $3,312.50 3938 Stack, Gary M. MD Custodian for Garrett C. Stack $4,468.75 3058 Stack, Harold E. $2,000.00 2137 Stanard, Mark W. $775.00 4787 Stanton, Franklyn T. $1,507.36 4788 Starnes, James $3,792.94 4789 Statler, Jayne A. $258.09 1862 Stearns, Neal R & Georgianna H $1,712.49 1494 Steele, Paul E. $1,570.93 1598 Stefan, Andrew T. & Robin W. $6,056.25 2988 Steffl, Lawrence & Kathleen $200.00 4558 Steinberg, Richard $1780.00 593 Steinfeld, Ronnie $1,356.11 358 Steinfeld, Ruth I $1,293.96 1403 Stensland, Theodore Jr., & Muriel F. $2,854.50 3091 Stepanek, Steven H. (a) $1,855.25 4790 Stephens, Lester C. $5,299.87 4079 Sterchens Sales Inc $5,000.00 1595 Stevens, Edward $3,774.60 1610 Stevens, Edward $6,660.50 4791 Stevens, Todd J. $10,560.56 4792 Stevenson, Susan S. $1,607.47 4793 Steward, Tom $5,387.15 1236 Stewart, Michael (a) $799.00 2699 Stewart, Ralph B. & Doris J. $3,008.00 1459 Stickel, Lucille F. $3,715.66 2812 Stiffel, Jules N. (a) $3,250.00 2327 Stilinovic, Larry Prof $7,500.00 2325 Stilinovic, Lawrence $2,000.00 404 Stillman, Charles & Raquel $3,942.34 1216 Stillman, Ellen Sue Custodian for Craig A .Stillman $2,771.36 1214 Stillman, Ellen Sue Custodian for Jory E. Stillman $2,771.36 2240 Stirling, Albert & Gladys $11,468.70 3637 Stobbe, Robert E. $187.00 4794 Stocking, Boyd L. $3,809.12 4795 Stockinger, Paul $1,022.25 2124 Stockton, Erma S. $5,222.00 1910 Stoick, Dennis V. & Dorothy C. $1,249.00 4796 Stolt, Roger $4,050.59 2350 Stone, Harry D. Sharon E. $2,300.00 1049 Stout, C. Fred, Jr. & Elizabeth F. (a) $550.00 4066 Stout, C. Fred, Jr. & Elizabeth F. (a) *DISPUTED* $0.00 *DISPUTED* 4483 Stowell, Kenneth & Lola $1,800.00 905 Straley, Kathy A. $10,756.50 4464 Strand, Janice $737.50 4074 Stranik, Richard $296.05 2991 Stricklin, Elizabeth $5,375.00 2496 Stroud, Jerry $3,050.00 3078 Struchen, John L. $110.00 4057 Strunk, Allen D. $0.00 4572 Struve, Gerald $337.50 1886 Stubits, John & Emelia $1,680.53 3812 Sturgess, Margaret I $7,187.50 2472 Sturgis, Robyn Renee $3,875.00 2471 Sturgis, Ryan Russell $3,875.00 2221 Sturm, Gary L & Joyce L $1,650.00 1839 Sullivan, Gail C. $1,078.12 2085 Sullivan, Susan L. Custodian for Katherine J. Sullivan $807.35 2079 Sullivan, Susan L. Custodian for Kerry E. Sullivan $2,355.21 2009 Sullivan, Susan L. Custodian for Michael A. Sullivan $1,584.10 4797 Summers, Allan G. $7,530.51 3220 Surface, Charles E. $2,300.00 334 Sutherland, John C. (a) $7,035.88 2691 Swain, Harry L. & Marilyn H. $962.50 711 Swallow, C & G I $1,958.85 4279 Swaney, William & Wilma (a) $812.50 2998 Swanger, Robert C. I $994.37 2443 Swanson, Donald E. & Beverly J., dec'd $1,799.00 2442 Swanson, Donald E. for Beverly Swanson, dec'd $5,549.00 3139 Swanson, Gary A. $62.50 2762 Swanson, Mark D. $2,149.00 3460 Sweeney, Lisa B. $899.99 4125 Sweeney, Lynn G $899.99 654 Sweet, R. Anthony $2,204.00 3440 Sweet, William F. $9,000.00 773 Sweetland, William E. $7,969.00 4389 Swenson, Jack R. $250.00 3249 Swenson, Keith H. $0.00 1601 Swift, Robert G. I $1,575.00 3570 Taft, John G. $1,125.00 1413 Taft, Leroy B. TTEE FBO Henry H Rousseau Trust $11,393.03 296 Tansev, Erdal Ottomar $3,020.00 956 Tapley, Christine McAllister $750.00 2505 Taylor, Carson & Violet $2,700.00 3527 Taylor, Edward R. & Deborah S. $3,802.62 3925 Taylor, Jana K. I $1,950.00 2136 Taylor, Nickson L. $700.00 3186 Taylor, Paul E. $1,250.00 3908 Taylor, Paul J. $1,250.00 2981 Teegarden, Irvin J & Evelyn L. $0.00 4459 Tegen, Glenn $4,500.00 4441 Teigen, Phyllis E. $312.50 306 Telford, George S. $3,655.25 4798 Tellefsen, Cynthia $1,169.03 2150 Tempero, Sue Ann $1,850.00 778 TenNapel, Roger D. *DISPUTED* $0.00 *DISPUTED* 3870 TenNapel, Sandra $10,624.00 3952 Terry, Richard L. & Ann Lu $487.50 2462 Theisen, James J. $2,699.00 1593 Thiele, Beverly A Tr $3,365.00 4799 Thieman, Curt $5.89 4800 Thiros, Angie R. $4,720.88 4430 Thoeny, Matt P. $0.00 4801 Thomas, Barry L. $1,634.08 546 Thomas, Robert E. $2,229.29 3064 Thomas, Terrance R. III & Sandra A. $2,944.62 572 Thompson, Clifford D. $1,000.00 564 Thompson, Clifford D. & Ruth M. $1,150.00 1527 Thompson, Harry F & Ronelle K H Thompson I $5,207.89 3473 Thompson, Lillian E. (IRA account JN46298) $3,499.95 479 Thompson, Ruth M. $1,000.00 1014 Thompson, Thomas E. $468.75 2454 Thomson, James R. & Carol M. $6,150.00 3708 Thorne, Frank L. $1,553.50 3707 Thorne, Frank L. & Mary C. $1,444.25 3709 Thorne, Frank L. MD $12,000.00 3706 Thorne, Mary C. $1,750.38 4166 Thornewell, Joseph A. $0.00 4165 Thornewell, Laura E. $0.00 3831 Thornton, Dorle W. $2,216.40 4345 Thunstedt, Richard C. & Pearl V. $3,287.50 2507 Thurston, Stanley C. $1,600.00 912 Tice, Margie A. $835.75 4802 Tilmon, Spencer $3,427.00 2774 Tilt, Jean P. (a) $26,600.00 2774 Tilt, Jean P. (b) $37,750.00 2811 Tilt, Marilen G. $4,500.00 3138 Tilton, Scott K. & Susan J. $1,725.00 3722 Timbers, Richard L. & Shirley I. $1,312.50 2220 Tinkham, Natalie A. (a) $2,400.00 2220 Tinkham, Natalie A. (b) $5,192.75 1115 Todd, Michael J. $10,080.00 1589 Toman, Peter (b) $10,593.00 2684 Toothman, Davis fbo Piper Jaffray $1,500.00 3931 Topkins, Jeffrey L. DO Inc. MPP I $1,282.00 3928 Torian, James W. $6,175.00 2297 Torres, Diane L. TR Lockman, John Edgar $6,249.00 381 Townsend Farms, Inc. Retirement Plan $18,282.35 2744 Townsend, Herbert L. I $20,975.00 3406 Trammel, Leroy O. & Maxine H. (a) $2,966.90 3301 Trang, Coung S. & Xuan H. I $29,250.00 4476 Trautwein, Charlotte Gretchen $848.75 4803 Trimble, Brenda L. $3,554.97 2809 Troy Mills Inc Pension Trust (a) $31,800.00 2810 Troy Mills Local 1560 Trust (a) $5,962.50 2916 Troy Mills, Inc. $1,987.50 1647 Trupiano, Martin J. & Sharon TR $3,569.92 4104 Tsugawa, Akira & Himeko $3,687.50 2196 Tubis, Harry & Celia (a) $1,187.50 3344 TV Mart Money Puch Pens PL & TR $525.00 2897 Tweedy Company, The (a) $14,983.87 473 Twin City Wire - MFI, Inc. $875.00 474 Twin City Wire - MFI, Inc. $5,750.00 4804 Twombly, Greg $16,350.82 1402 Tyson, Georgia D $2,369.50 2052 U.S. Bank of Washington Agent for S.T. King $7,136.00 2043 U.S. National Bank of Oregon Collective Funds Qualivest Aggressive Equity Fund $227,671.50 2044 U.S. National Bank of Oregon Custodian for Erickson Lbr. Co. Cust. West Cap. $14,062.50 2045 U.S. National Bank of Oregon Custodian for Columbia Special Fund, Inc. $668,312.50 2048 U.S. National Bank of Oregon Custodian for Corp. of Catholic Archbishop $6,131.20 2049 U.S. National Bank of Oregon Custodian for Oregon Health Sciences Endowment Pool $2,062.50 2050 U.S. National Bank of Oregon Custodian for Erickson Air Crane Co. Cust. West Cap. $13,437.50 2056 U.S. National Bank of Oregon Custodian for CMC Small Cap Fund $656,329.30 2057 U.S. National Bank of Oregon Custodian for CTC Small Cap Fund $100,982.00 2062 U.S. National Bank of Oregon Custodian for Corp. Cath Arch. Endowment Fund Balanced A/C $4,763.75 2067 U.S. National Bank of Oregon Custodian for Willimette University $20,215.00 2064 U.S. National Bank of Oregon in its Capacity as Trustee for Riedel Int./Env. Plans Shaw Management $14,984.38 2046 U.S. National Bank of Oregon Trustee for Elk's Youth Rye Service $44,875.00 2047 U.S. National Bank of Oregon Trustee for Oregon Community Fdn. $24,891.30 2051 U.S. National Bank of Oregon Trustee for Blount Retirement Plan $1,395.00 2053 U.S. National Bank of Oregon Trustee for Collective Funds The Equity Fund $454,926.00 2054 U.S. National Bank of Oregon Trustee for Collective Funds Special Equity Fund $114,748.50 2055 U.S. National Bank of Oregon Trustee for Collective Funds Foundation Equity $172,978.00 2058 U.S. National Bank of Oregon Trustee for O'Mark Industries Retirement Plan $3,891.25 2059 U.S. National Bank of Oregon Trustee for Collective Funds Qualivest Equity Fund $871,696.00 2060 U.S. National Bank of Oregon Trustee for Northwest Iron Workers $3,087.50 2061 U.S. National Bank of Oregon Trustee for ESI Retirement P/S - Shaw Management $11,132.25 2063 U.S. National Bank of Oregon Trustee for CNG First Friends Church Trust $5,863.75 2065 U.S. National Bank of Oregon Trustee for PGE Employee Benefit Investment Fund $11,600.00 2066 U.S. National Bank of Oregon Trustee for OR Grad. Center for Study/Research $3,537.50 2658 U.S. National Bank of Oregon/Columbia Growth Fund I $260,187.50 2708 Uding, Glenn C. $2,146.87 3079 Uffelman, Harold L. & Marcella M. $4,937.50 4131 Ullman, Robert $3,093.75 382 Urbano, Anthony J. I $7,000.00 444 UtilCo Group Inc. $263,473.00 1850 Van Dyke, Harry G & Janie K $4,575.00 3402 Van Lew, James H. & Alice J. $5,941.05 3715 Van Moppes, R. G. TTEE (a) $9,630.00 3715 Van Moppes, R. G. TTEE (b) $7,625.00 3714 Van Moppes, Russell G. (a) $3,437.50 3714 Van Moppes, Russell G. (b) $6,812.50 4000 Van Sickle, Helen S. & H. L. $1,275.00 3145 Vandersnick, Kenneth J. $7,012.50 1248 VanDuyn, Wilemena C. $10,364.14 528 VanDyke, Harry G. & Janie K. $4,575.00 1605 Vanguard Index TR Exteneded Market Port $120,513.25 1141 Vannaman, Donald D. M.D. $402.50 4338 Vansomeren, Melvin F. $512.50 4805 VanWagoner, Robert B. $7,230.88 3996 Vaske, David & Teresa $449.50 2214 Vavrosky, Walter C & Dorothy L $2,306.25 1760 Vector Partners L.P. $15,225.00 4806 Veglia, Virgil $1,704.31 3401 Vigen, David C. (a) $905.50 2252 Viney, James $2,362.50 293 Vineyard, William MD & Nancy H. $991.34 4592 Vision Clinic, P.C. $2,478.75 4599 Vogelbacher, Stuart L. & Mavis L. $2,699.00 4243 Von Boeselager, August C. $625.00 4244 Von Boeselager, August C. $1,500.00 4245 Von Boeselager, August C. $950.00 1749 Von Der Ahe, David Joshua $13,585.77 1750 Von Der Ahe, Mareka Gretel $3,188.75 1744 Von Der Ahe, Wilfred L., Jr. $7,174.76 1745 Von Der Ahe, Wilfred L., Jr. $2,958.79 1747 Von Der Ahe, Wilfred L., Jr. $4,984.35 1748 Von Der Ahe, Wilfred L., Jr. $88,432.85 4538 Votava, Rita A. (a) $25.00 2186 Voteau, Richard E. Jr. (a) $4,186.97 1046 Waddell, Galen G. $4,058.00 915 Wagner, Dennis J. I $899.00 1401 Wagner, Kenneth E. MD Inc. $3,536.25 1241 Wagner, Loyd R. $5,346.70 4807 Wahlin, Dale $3,756.36 2005 Waldow, Bernard $3,200.00 1301 Waldron, Terry B. & Susan J. $5,293.75 2750 Walker, George Jr. $1,687.50 3661 Walker, Robert L. $0.00 2749 Walker, Teresa $1,687.50 3003 Walker, William H. & Margaret $8,060.00 770 Walker, William H. & Margaret $8,000.00 4808 Walsh, James M. $10,143.74 581 Walsh, Robert A. $2,046.50 1400 Walter, Charles R. Jr $1,834.00 3072 Walters, RH & Walters, G.L. $9,521.18 2773 Walton, Judith $2,131.50 2424 Warner, Virginia a/c 27706 (a) G $95,053.75 2469 Wasel, Theresa Nevil $7,650.00 4809 Wasylychyn, Madeline $873.54 1367 Waterfall, Nancy L. $3,080.00 742 Waters, Barry W. & Shirley L. $1,603.12 2300 Watkins, Aleta I $1,556.25 4810 Watne, Loren $3,716.65 531 Watterson, Woodrow B. $3,271.74 3902 Weatherby, Richard P. & Betty J. $125.00 1979 Weber, Donald R. & Jacqueline S. $1,300.00 1399 Webster, Kennard W. & Jean Davis $8,274.09 4173 Weeks, William D. $1,482.81 3922 Weers, Jeffry $2,505.00 2929 Weiland, Robert James (a) $1,931.50 1263 Weir, Deborah J. $2,957.60 3668 Weiss, Ralph E. $1,800.00 4811 Welch, David G. $5,845.31 2808 Welch, Marianne O., Trust $10,249.50 968 Welji, Nazir K & Almass N. $6,022.35 4812 Wellendorf, Diana L. $2,532.24 2769 Wellington, Roger U. 1968 Trust (a) $16,625.00 374 Weltman, Roena $2,760.00 2358 Welton, Michael V. $562.50 3912 Werner, John M. & Carol E. $749.00 802 Werner, Richard L. & Lois S. $6,086.70 1652 West, Robert & Doreen I $5,530.00 4147 Westerman, Richard H. c/f Kenrick L. Westerman $150.00 4148 Westerman, Richard H. c/f Marissa Doree Westerman $150.00 4813 Weston, Leroy O. $271.40 633 Weymouth, James L. & Roberta S. (a) $12,139.80 824 Whalen, Harry F. & Hilda P. (a) $1,933.31 824 Whalen, Harry F. & Hilda P. (b) $2,910.94 818 Wheeler, Cherie $10,062.50 3371 Whipple, Virginia L. (a) $0.00 3069 Whitcomb, Calvin D. I $1,187.50 3070 Whitcomb, Calvin D. & Patricia M. I $5,000.00 1221 Whitcomb, Calvin D. C/F Whitcomb, Charles V. I $1,900.00 3067 Whitcomb, Calvin D. C/F Whitcomb, Michael W. $1,900.00 3068 Whitcomb, Patricia M. I $1,187.50 4595 White, Catherine R. $0.00 938 White, Howard J. Jr. $9,284.83 2666 White, Virginia V. $950.00 2559 Whited, Roy C. $27,425.00 3856 Whitehouse, Brooks $7,154.26 4573 Whitehurst, Larry A. $2,375.00 4175 Wick, Marty T. $2,212.50 3882 Wickersham, Kenneth H. $2,780.50 3536 Wiebelhaus, Timothy J. $618.75 3340 Wieber, Mark $15,331.95 2414 Wiedman, Melvin I $2,381.83 1911 Wilhelm, Larry $1,657.50 2591 Will, John B. $937.50 948 Williams, Ethel M & Newt H $1,234.37 2250 Williams, Janet J $912.00 4596 Williams, Lonnie C. $2,750.00 4516 Wilmington Trust Co. (b) $7,031.25 4517 Wilmington Trust Co. (b) $5,850.00 4518 Wilmington Trust Co. (b) $625.00 4519 Wilmington Trust Co. (b) $625.00 4516 Wilmington Trust Co. fbo Currier, A. B. (a) $1,575.00 4517 Wilmington Trust Co. fbo Warburg, Daphne (a) $7,656.25 4518 Wilmington Trust Co. fbo Warburg, Daphne (a) $3,362.50 4519 Wilmington Trust Co. fbo Warburg, Daphne (a) $4,275.00 4515 Wilmington Trust Company (Trustee) (a) $4,918.75 4515 Wilmington Trust Company (Trustee) (b) $3,394.00 3211 Wilson, B.D. IRA $675.00 2693 Wilson, Craig R. & Susan M. $7,000.00 402 Wilson, James F. $790.39 3194 Wilson, Kathleen H. $975.00 3206 Wilson, Lin $4,499.00 1644 Wilson, Prudence L. $1,387.50 4814 Wilson, Ron L. $2,398.67 1398 Wilson, Samuel L. FBO MD Inc. Profit Sharing Plan $3,608.25 886 Wilton Savings Bank (Trustee) (a) $212.35 2796 Winans, Walter E. $4,875.00 1694 Windberg, Lamar A. I $687.50 1083 Winecoff, David Floyd $1,169.00 2195 Winegar, Wallace Dr. TR PS Plan (a) $9,646.20 2764 Wingard, Lynn & Thomas $1,453.12 1530 Winkler, Constance M (a) $2,746.87 2425 Winslow Mangt Company Profit sharing a/c WMCPS G $1,473.75 2826 Winter, Marion R. $17,625.00 3701 Winters, Richard D. & Donna C. $16,012.50 2575 Wittlieff $0.00 4815 Witwer, Todd L. $14,168.78 4428 Wix, Eleanor Anne $0.00 784 Wobbeking, William H. I $1,234.50 2602 Wojta, Daniel A & Geraldine M I $6,187.50 4816 Wolcott, Shawn $1,775.58 2546 Wolf, D. Peter $600.00 981 Wolfe, Rudolf C. $3,494.00 1397 Wollaston, Donald Maxfield & Dorothy Jane TTEE $2,392.13 3461 Wollenhaupt, William A. $700.00 2645 Wolsfeld, Jr., Richard P. I $54,002.50 2944 Wood, Cheryl R. I $1,700.00 1044 Wood, Daryl $3,574.04 3840 Wood, Richard D. $1,960.00 3798 Woodbury, Wesley S & Beverly $0.00 3037 Woodrow, Glen & Mary $3,812.50 1547 Woods, James L Jr $7,990.65 4817 Woods, Norman $6,437.99 3356 Woody, Anna T Estate $659.25 2724 Woody, Bernard L. $1,315.00 2723 Woody, Bernard L. (a) $884.00 2587 Woolstencroft, H. Jeanette $2,134.35 2586 Woolstoncroft, Dean C. & Jeanette (a) $2,121.35 4818 Worthington, Martin Lee $7,526.41 487 Wright, Catherine D. (a) $9,302.25 4164 Wuest, Richard E. & Geraldine $852.75 294 Yates, Steven L. $2,450.00 2825 Yatsevitch, Barbara S. $4,953.12 4198 Yoder, Bruce $250.00 4819 Young, Diana M. $457.12 909 Youngman, Bruce (a) $9,657.97 4159 Yperman, Pierre & Karin $0.00 4444 Yperman Rev. Trust $9,425.00 1275 Zalk, David C. $6,249.00 2133 Zeloski, Dennis J. $4,179.00 2132 Zeloski, Felix R. $3,250.00 2091 Zernis, Wiley P & Pamela K. $1,156.25 2098 Zettle, Larry G. $1,340.00 2126 Zibritosky, George $2,993.00 3047 Ziemann, Dennis R. $1,704.66 2615 Ziltner, Jon F. $3,049.00 800 Zimmerman, Fred & Carole *DISPUTED* $2,599.00 *DISPUTED* 3474 Zollinger, Alden J. $6,025.00 4820 Zollinger, Carolyn J. $2,065.53 3953 Zook, Clyde F. Jr. & Dorothy $1,812.50 3092 Zundel, Dorene W. (a) $2,750.00 3092 Zundel, Dorene W. (b). $7,250.00 887 Zybura, John H. $1,338.91 TOTAL: $25,756,482.09
- --------------- A Claim has been assigned to Access Capital. B Claim has been assigned to Argo Partners. C Claim has been assigned to Comac International NV D Claim has been assigned to Debt Acquisition Company of America E Claim has been assigned to Comac Partners LP F Claim has been assigned to Riverside Contracting Corporation G Claim has been assigned to Credit Research H Claim has been assigned to KIA Factors I Claim has been assigned to BP Investment Recovery Partners J Claim has been assigned to NationsBanc Montgomery Securities EX-99 11 CLASS 9 PLAN (AMENDED) EXHIBIT "I" List of Allowed Section 510(b) Equity Claims of Claimants Who Purchased Existing Common Stock and Have Not Reported Stock as Sold as Uniformly Calculated by the Trustee (Class 9) EXHIBIT " I" LIST OF ALLOWED* SECTION 510(b) EQUITY CLAIMS OF CLAIMANTS WHO PURCHASED EXISTING COMMON STOCK AND HAVE NOT REPORTED STOCK AS SOLD AS UNIFORMLY CALCULATED BY THE TRUSTEE- (CLASS 9) * Unless indicated as disputed
CLAIM CLAIMANT EXPLAN. NUMBER Column 1 Column 2 Column 3 NO. NOTES OF SHARES CLAIM AMOUNT AMOUNT OF CLASS 9 ALLOWED OF EXISTING AS UNIFORMLY CREDIT FOR CLAIM AMOUNT COMMON CALCULATED BY VALUE OF AFTER CREDIT STOCK THE TRUSTEE EXISTING FOR VALUE OF CLAIMED TO BE BEFORE CREDIT COMMON STOCK EXISTING COMMON OWNED (NOT FOR VALUE OF OWNED STOCK OWNED REPORTED AS EXISTING (COLUMN 1 LESS SOLD) COMMON STOCK COLUMN 2) OWNED 2439 Aasen, Alton D. 200 $1,425.00 2004 Abel, Barbara R. 300 $2,162.82 3374 Abrams, Jerome B. 100 $900.00 3275 Acheson, Vaun D. & Billie R. 1,000 $3,980.00 522 Ackermann, Albert J. 200 $2,175.00 1243 Adams, David G. & Lucie F. 600 $4,250.00 1864 Agee, Andrew R 200 $3,025.00 1487 Aichlmayr, Gary L. 200 $2,500.00 1192 Alexander, William 200 $1,400.00 3520 American Heart Association/Iowa Affiliate 200 $1,523.57 332 American Line Builders Money Purchase... (a) 7,000 $35,538.00 332 American Line Builders Money Purchase... (b) 2,000 $16,875.00 2390 Amussen, Franz S. (a) 500 $1,919.00 4090 Anderson, David L. 100 $1,102.35 3234 Anderson, Evan & Roger 600 $5,063.00 916 Anderson, James D. 1,000 $8,219.74 971 Anderson, Kevin L. 100 $0.00 $0.00 2755 Anderson, Martin C.T. 900 $6,225.76 2640 Anderson, Stephanie J. 300 $3,050.00 1015 Anderson, Theadore C. 100 $1,380.48 1222 Anderson, Vesta B. (a) 2,000 $11,250.00 952 Anthes, Robert R. & Elsie C. 100 $700.00 3310 Antinori, James V. 1,765 $25,000.00 3311 Antinori, James V. *DISPUTED* 584 $7,018.00 *DISPUTED* 311 Aposhian, Arno 100 $999.35 2556 Armbruster Investment Club 1,900 $17,878.00 697 Armbruster, Dean & Judy 500 $6,325.00 3019 Armstrong, Thomas E. (Custodian) 100 $1,250.00 1339 Arnold, A.J. & Mildred L. 2,000 $6,812.50 3966 Arnold, Alvan J. 6,000 $0.00 $0.00 3967 Arnold, Mildred L. 500 $0.00 $0.00 285 Arveson, Michael 100 $1,125.00 2123 Ashford, Charles 11 $93.50 1894 Athen, Orville T. & Jean E. 300 $3,750.00 1395 Austin, Suzanne 525 $4,335.75 456 Bach, Marvin 400 $0.00 $0.00 2679 Backstrom, Carl C. 300 $3,750.00 1186 Bader, Louis G. 1,000 $12,500.00 Baker, John D. 600 $1,854.50 2008 Baker, John D. 1,000 $7,591.25 1604 Baker, Randy L 300 $1,386.00 439 Baldwin, Russell ("Rusty") 1,000 $3,052.50 347 Ball, Gordon M. 500 $2,450.67 464 Bally, Walter L. & Sybil J. 200 $1,800.00 1823 Banet, Richard V 100 $434.45 3519 Bannister, James M. (b) 200 $1,875.00 828 Banta, Surinder C. & Dolores U. 50,000 $0.00 $0.00 520 Bara, Chester P. & Emma J. 1,000 $2,675.00 1821 Barker, Ann M 300 $2,812.50 445 Barrett, Thomas P. & Elizabeth G. 200 $705.00 1290 Bart Associates, Inc. 100 $876.90 3852 Barth, Dietmar 100 $900.00 1281 Baruch, Shaul C. (b) 20,000 $0.00 $0.00 2517 Bateman, Mary Lou 11 $132.00 553 Baum, Edwin L. 200 $2,164.44 2449 Bautner, Hans J. 206 $2,474.00 2924 Beam, Larry 200 $1,329.77 1699 Beauchamp, James R. & Colleen C. 1,000 $7,250.00 1333 Beaudette, Franklin L. 300 $3,713.00 658 Bechtel, Luann R. 100 $1,350.00 919 Beck, Jay L. & Mary C. 100 $325.00 1977 Beecher, Jay 300 $3,168.75 2951 Beesley, Vern & Jeff 54 $325.00 665 Behrens, Bertram H. 500 $3,937.50 2551 Bender, Barbara Lynn 150 $1,040.63 3921 Bender, Cecelia *DISPUTED* 150 $1,041.00 *DISPUTED* 2002 Benner, Ronald & Christine 25 $188.00 3518 Bennett, Adrian A. (IRA) 500 $5,056.25 3514 Bennett, Adrian A. III & Nancy A.M. (b) 1,000 $11,003.12 3517 Bennett, Alyssa (b) 1,730 $10,822.50 1861 Bennett, Louise F 300 $3,332.26 3513 Bennett, Nancy A. (IRA) 400 $3,450.00 4621 Bennett, Neel C. 595 $7,140.00 566 Bennis, Daniel Charles & Cynthia Kay 200 $1,800.00 555 Benshoof, Paul T. 200 $2,500.00 3455 Bentley, Irene T. & R. Wayne 500 $1,388.56 3456 Bentley, R. Wayne & Irene T. 183 $1,961.77 712 Bentley, Randy W. 600 $1,833.00 4116 Bentley, Randy W. (b) 5,000 $0.00 $0.00 754 Berge-Buss, Rebecca S. 100 $800.00 4463 Berglund, Shirley A. 400 $5,000.00 3690 Berglund, Virgil 100 $700.00 2386 Berkeland, Garth W 100 $662.50 2403 Berkley, Donald T & Marilyn J 500 $6,250.00 461 Berlinger, Alexander & Alice B. (a) 150 $1,194.75 461 Berlinger, Alexander & Alice B. (b) 250 $3,125.00 502 Bernhard, Richard A. & Maryon K. 20 $117.50 4186 Berriochoa, Michael V. 274 $2,075.00 3148 Berry, John D. 1,000 $3,885.00 704 Bertagna, Victor B. 1,000 $3,581.35 931 Bertels, John A. Jr. (a) 1,000 $3,347.00 931 Bertels, John A. Jr. (b) 4,000 $0.00 $0.00 1579 Bertram, Ronald G. & Betty J. 1,000 $0.00 $0.00 3446 Bertsche, Jon W. & Anne V. 600 $8,853.00 3828 Betcher, Curtis J. *DISPUTED* 100 $0.00 *DISPUTED* 1567 Bettingen, Paul 16 $337.50 2362 Beyer, Paul & Jane M. 300 $1,893.75 4042 Bicera, Victoria V 100 $0.00 $0.00 941 Biesinger, Elaine C & Wilfred G 200 $1,649.60 1394 Billett, Jane IRA 350 $3,370.75 1123 Billings, Thomas M. Jr. 200 $2,300.00 3202 Bitterman, David 200 $1,800.00 1199 Bjella, Leon 100 $675.00 4027 Blanchett, Mary Ellen D. 700 $5,550.00 2683 Blaser, Irvin fbo Piper Jaffray 100 $900.00 3916 Blaser, Lisa S. 2,000 $6,401.00 1111 Blattner, Robert P. & Nancy C. 100 $900.00 2682 Blazer, Mildred fbo Piper Jaffray 100 $900.00 1577 Blockwitz, William F. (b) 1,000 $0.00 $0.00 1012 Blommer, Ronald D 415 $2,697.50 1011 Bloomer, Elizabeth Tracy Trust 50 $325.00 1013 Bloomer, R. D. Trustee for Gary Bloomer Trust 50 $325.00 365 Boatman, Dan H. 500 $3,250.00 299 Bodell, John & Barbara (a) 1,000 $437.50 795 Bodell, Michael J. 2,000 $13,422.25 2317 Boehme, Tyrrel 100 $814.50 679 Boggs, Gary D. 200 $1,262.50 3859 Boldrin, Lawrence L. 300 $1,987.50 1028 Bolt, James M. 200 $1,575.00 504 Bolten, Marjorie R. (a) 400 $5,002.52 507 Bolten, Marjorie R. (a) 600 $6,250.00 505 Bolten, Steven (a) 100 $1,187.50 509 Bolten, Steven (a) 500 $1,375.00 506 Bolten, Steven & Marjorie R. 3,000 $0.00 $0.00 816 Bone, Don L. 1,000 $3,980.00 491 Booth, G. Martin III 1,000 $3,581.35 1650 Borgers, Tom R. 200 $2,688.60 1982 Boss, Richard E. & Margaret F. 875 $8,718.75 1226 Bossert, Steve & Patricia 100 $550.00 4210 Bounds, Louise E. 189 $3,729.75 1156 Bowen, David R. 2,974 $29,740.00 2232 Bower, Brent & Gerri 200 $1,525.00 4111 Boyer, Stephen A. *DISPUTED* 100 $0.00 *DISPUTED* 1159 Boyer, William P. 100 $825.00 1160 Boyer, William P. Jr. 500 $5,850.00 1799 Bradway, James A 10,000 $38,615.00 312 Brandenburg, James H. 300 $2,193.75 2534 Brandenburg, James H. 300 $2,193.75 1536 Brannon, Donald R 200 $1,482.50 2688 Brazil, Gerald R 1,000 $7,000.00 1842 Brehm, George Scott & Martha Ann (a) 300 $2,000.00 895 Brend, Shannon & Darian 1,000 $3,750.00 3658 Brennan, Patricia A. 100 $900.00 4520 Brenton, R. Stanley 500 $3,250.00 2355 Brief, Barbara M. 400 $3,750.00 4008 Brinkman, Theodore W. 200 $1,800.00 4461 Brown, J. B. (a) 3,000 $8,250.00 4461 Brown, J. B. (b) 350 $2,537.50 4461 Brown, J. B. (c) 250 $1,750.00 4461 Brown, J. B. (d) 500 $3,937.50 975 Brown, Kevin R. 900 $6,175.00 3484 Brown, Lee A. Custodian for Leslie B. Brown 40 $204.08 3485 Brown, Lee A. Custodian for Casey L. Brown 40 $204.08 1539 Brown, Susan I 400 $5,368.72 3511 Bruman, Dennis & Judy (b) 2,800 $19,209.38 959 Brummet, Colin K. 1,000 $9,000.00 2511 Brundage Rev Trust 1,000 $10,395.28 3604 Buck Family Trust 100 $344.00 2127 Buckingham, Michael A. 700 $6,825.00 2027 Bull, Helen L. Estate of 500 $1,923.34 587 Bunde, William A. 100 $662.50 1661 Burger, Gary C. 100 $1,175.00 3846 Burgess, William 250 $2,375.00 3088 Burket, Barbara 54 $570.00 3464 Burklund, Bradley A. 150 $1,488.00 817 Burney, Doris M. 2,000 $6,100.00 2715 Burton, Julie & Margaret 200 $2,350.00 2713 Burton, Margaret 200 $2,250.00 2714 Burton, Margaret R. & Vern R. 400 $2,250.00 2720 Byrne, Alan F. 300 $1,537.47 512 Cabak, John & Carol 10,000 $0.00 $0.00 1640 Calascihetta, Joseph 5,000 $0.00 $0.00 4130 Callender, Donald E. 300 $2,700.00 1653 Callinger, Wayne H. & Julia T. 100 $900.00 4616 Cameron, Dale H. & Beverly G. 100 $1,312.00 1196 Cameron, Neal C. 200 $1,360.00 606 Cannan, James M. 200 $1,350.00 2404 Caples, James W. & Phyllis R. (b) 936 $8,189.00 1939 Carleton, Paul J. (c) 500 $5,313.00 1051 Carlson, Richard A. 800 $9,500.00 3942 Carney, Sandra & Clem 240 $4,312.50 3885 Carney, Robert M. MD IRA 500 $1,680.00 4128 Carpenter, Dean C. (a) 500 $4,000.00 4128 Carpenter, Dean C. (b) 1,000 $0.00 $0.00 1829 Carpenter, Roger E 850 $4,475.00 1256 Carpenter, Thomas J. (b) 400 $2,325.00 3509 Carroll, Eileen E. 300 $3,412.50 2726 Carroll, Helen E. 11 $75.00 833 Carter, Eugene H. & Mary E. 200 $850.00 2622 Carter, Randy B. 200 $1,417.17 3702 Cartwright, Rodman C. 900 $7,862.50 2523 Cary, James M. & Kathleen L. (b) 100 $1,250.00 561 Casement, Birdie 1,000 $0.00 $0.00 533 Casey, Catherine M. *DISPUTED* 750 $0.00 *DISPUTED* 534 Casey, James A., Jean M. & James E. (a) 1,000 $4,250.00 534 Casey, James A., Jean M. & James E. (b) 4,000 $0.00 $0.00 3504 Cataldo, Beverly R. IRA (c) 1,100 $7,937.50 3508 Cataldo, Brent (IRA) (a) 800 $6,036.25 3507 Cataldo, Brian (IRA) (a) 800 $6,036.25 3498 Cataldo, Dean (b) 1,480 $7,943.61 3506 Cataldo, Dean (b) 1,225 $9,246.88 3504 Cataldo, Don B. (a) 480 $4,193.61 3505 Cataldo, Kristine R. (IRA) (a) 800 $5,987.50 3849 Catania, Joseph Jr. 10,000 $0.00 $0.00 316 Cavanaugh, Charles J. 200 $1,800.00 2448 Caywood, Chad A 270 $2,352.00 4614 Cecchi, Louis 2,000 $7,289.00 330 Cerier, Helen Rae 3 $60.00 1693 CFB, as Trustee for Torger S. Kantrud 1,000 $4,125.00 1055 Chambers, Alice M. *DISPUTED* 3,500 $4,566.75 *DISPUTED* 653 Chaney, Wilbur D. 25 $325.00 1962 Cheney, Richard A. 400 $2,966.87 1888 Cheney, Robert H. Custodian for Craig A. Cheney 200 $1,463.74 4102 Cheng, Wing 300 $3,750.00 1870 Cherian, Commen & Rachel 5,000 $0.00 $0.00 1300 Chesnutt, Jacqueline D. 900 $10,200.00 2271 Chettle, Lavina S & E V (Deceased) 1,000 $3,525.00 1660 Childs, Norman L. & Jacqueline M. 200 $1,355.48 1651 Chitwood, Harry Conrad 200 $625.00 3190 Chorley, Michael E. FBO Tyler Chorley 200 $2,537.00 1096 Christel, Marvin H. & Betty S. 400 $3,471.15 333 Christensen, Collin S. for Scott B. Christensen 250 $2,250.00 NONE Christensen, Scott B. 0 $0.00 1535 Christiansen, Chad R 300 $1,400.00 1800 Christiansen, Robert M. & Elinor T. 103 $669.50 1728 Christopherson, Archie J. 200 $1,475.00 1062 Christopherson, Christopher (formerly Mardis) 100 $737.50 1727 Christopherson, Sharon 200 $1,475.00 1064 Ciani, Gabriel W. 100 $737.50 1063 Ciani, Mieke J. 100 $737.50 1219 Cizek, Joseph & Jennifer 2,000 $8,875.00 1943 Claeys, Louis L. 400 $3,750.00 525 Clark, Beverly M. & Anne S. 1,800 $0.00 $0.00 2974 Clark, John M. 100 $700.00 1317 Clark, Richard C. 400 $3,608.40 3463 Clark, Stella K. 180 $2,025.00 2302 Clarke, Steven A 500 $4,450.00 2452 Clathis, Dixie Kay 2,154 $25,848.00 4036 Clore, Jean M 50 $625.00 2510 Club 2000, a Partnership 400 $3,800.00 894 Codella, Thomas M. Custodian for Anthony Michael Codella 50 $181.25 556 Cohrone, Richard F. (a) 500 $1,854.17 4318 Cole, Darrel Keith 120 $1,440.80 3853 Cole, H.S. 200 $0.00 1768 Cole, Robert & Priscilla (b) 9,050 $32,946.07 1768 Cole, Robert & Priscilla (c) 15,750 $0.00 $0.00 1769 Cole, Robert C. 1,500 $7,500.00 4063 Coleman, Elizabeth (a) 265 $1,722.50 4063 Coleman, William E (b) 265 $1,722.50 3980 Colling, Daniel P. 200 $1,325.00 450 Collins, Wallace V. 2,000 $25,000.00 694 Colorado Venture Management, Inc. 105 $682.50 2545 Coloroso, Robert D. *DISPUTED* $0.00 *DISPUTED* 752 Coloroso, Robert D. (b) *DISPUTED* 10,000 $0.00 $0.00 *DISPUTED* 4565 Columbia Aluminum Corporation 650,000 $0.00 $0.00 1529 Colvin, Thomas D 162 $4,070.00 4261 Combs, David M. & Linda L. 100 $1,362.50 4134 Con-Sy, Inc. 300 $3,125.00 2445 Conley, Willard G & Jeannine W. 200 $625.00 2711 Continental Diversified Industries Ltd. 216 $2,500.00 2703 Convenient Medical Care 4,000 $8,372.23 1164 Cook, J. Philip 300 $2,512.50 3130 Cook, Jeffrey C. 100 $875.00 3134 Cook, Judith A. 50 $437.50 831 Cooley, Aurelia M. 1,077 $6,617.50 3245 Corporation of the President of the Church of LDS 42,080 $497,144.00 4204 Corwin, Bert C. Custodian for Bert Clark Corwin Trust 700 $9,506.25 691 Cosgrove, James M. 1,000 $7,825.00 676 Cossette, Ronald L. (b) 500 $3,512.50 1572 Court, Owen 16 $100.00 1571 Court, Owen & Kathryn 54 $613.88 3232 Couser, Dr. Robert J. & Sally J. 100 $937.50 667 Cowlishaw & Jones Insurance Svcs. Inc. (b) 400 $3,725.00 1731 Cox, M. Lee & Nancy R. 1,000 $4,085.00 1057 Cox, R. LaVaun & Shirley S. 270 $1,800.00 990 Crocker, Charle A. 3,000 $9,069.35 3531 Crooks, Jean Catherine 300 $1,375.00 3532 Crooks, Patrick F. 1,800 $6,775.00 2962 Crosby, Cyril W. & Marie 500 $3,312.50 3685 Crowell, Kenneth L. 100 $513.00 4023 Cruikshank, Joseph A (a) 100 $900.00 4023 Cruikshank, Julie L (b) 100 $900.00 1181 Crum, Robert W. 1,000 $7,484.50 2092 Curry, Ralph Kim & Sherrie D. 200 $1,725.00 2010 Curtis, Rosetta E. 657 $6,570.00 1983 Curtiss - Lusher, Barry 50 $556.25 1664 Cuskaden Company 500 $5,875.00 2416 Cutting, William M 420 $4,935.00 280 D'amico, Luigi 3,000 $0.00 $0.00 1361 Daugherty, Darryl J 400 $2,019.21 1359 Daugherty, James R. & Cathleen A. 600 $3,031.37 1360 Daugherty, James R. Executor of Estate of Florine Daugherty 7,000 $28,461.95 421 David, Eugene C. 200 $1,800.00 3247 Davidson, D.A. (h) 500 $3,107.50 2934 Davidson, Lillian L. 500 $3,062.50 2515 Davis, Carl M. P.C. 500 $4,500.00 1648 Davis, Joe L. 81 $2,250.00 2931 Dayton Internal Medicine 400 $2,597.96 3662 De Bauche, Gary J. 75 $557.81 4154 De Pompolo, Michael A & M. Anne 200 $2,500.00 1917 Deakin, R. Keith & Rhea S. 108 $915.00 1854 Dean, Carolyn Z 250 $3,375.00 1168 Decker, Roger L. 500 $7,375.00 3764 DeGroot, Greg 0 $0.00 1090 Deibele, Thomas 100 $787.50 2493 Deikman, Arthur J. M.D. 610 $4,431.77 1158 DeLaittre, David J. 1,500 $8,805.00 1157 DeLaittre, Ingrid S. 1,500 $5,300.00 1161 DeLaittre, Zita B. 1,100 $5,463.75 3365 Delaware Charter 700 $0.00 $0.00 3366 Delaware Charter fbo Hugh Funkel 7,000 $0.00 $0.00 3367 Delaware Charter fbo Monica A Finkel 1,800 $0.00 $0.00 3368 Delaware Charter fbo Monica A Finkel 650 $0.00 $0.00 2399 Demars, Carroll A. 500 $0.00 $0.00 1930 Dempsey, Edward R. 2,000 $12,599.75 585 Denny, Fred & Sherry *DISPUTED* 10,000 $0.00 $0.00 *DISPUTED* 1752 Denny, Fred G. & Sherry L. *DISPUTED* 10,000 $0.00 *DISPUTED* 1134 DeRouchey, Durwood W. (a) 1,100 $4,611.66 1134 DeRouchey, Durwood W. (b) 6,000 $0.00 $0.00 1133 DeRouchey, Elizabeth W. 9,000 $43,064.68 3687 Derragon, Regina L. 200 $825.00 3029 Deschenes, Charles E. & Martha E. 200 $818.75 2499 Dhruva, Mukund 1,000 $9,000.00 2012 Dib, George T. 200 $2,500.00 2487 Dick, Marion B. 500 $3,250.00 472 Diehl, Larry 200 $630.00 4619 Digan, Michael & Laura 200 $1,600.00 1135 Dillon, Robert E. & Anne R. 4,000 $14,796.25 1142 Dillon, Vicki J. 100 $1,050.00 559 Dionne, Lou 259 $930.00 925 DLR Retirement Trust 1,000 $7,014.50 398 Doig, Edwin H. & Catherine C. 1,000 $6,500.00 723 Dolan, James T. (b) 4,500 $39,324.37 2378 Doll, Ronald R. 100 $925.00 1993 Donaher, Dana M. (a) 25 $193.79 1993 Donaher, Dana M. (b) 395 $2,371.51 1993 Donaher, Dana M. (c) 344 $1,205.60 1993 Donaher, Dana M. (d) 300 $0.00 $0.00 771 Donald E. Stauffer Family Trust (a) 657 $7,884.00 1834 Donaldson, G N 200 $2,548.00 1432 Doronzo, Ralph A. 250 $781.25 2725 Doxsie, Douglas D. 100 $1,150.00 2955 Draper, Charles F. 100 $900.00 2608 Driste, Charles H. 100 $900.00 3843 Droege, George R & Lois A. 40 $320.00 624 Drummy, Jack 1,200 $7,748.00 951 Drury, Louise F. 200 $1,787.50 515 Dubbs, Mary 6,000 $0.00 $0.00 2925 Dunlap, Gary A. 500 $3,239.58 1576 Dunmire, Michael O & Barbara A 100 $725.00 3497 Easter Seal Society of Iowa 300 $2,397.14 4197 Eckerline, Deborah L. 200 $1,575.00 1878 Eckhardt, Edward Jr & Regina M 500 $3,437.50 960 Edmonds, Gerald M. 11 $450.00 3016 Edson Machine Inc. 200 $2,500.00 1802 Edwards, Everett Wayne 200 $2,400.00 826 Edwards, Joyce 68 $442.00 466 Effron, David J. (b) I 800 $6,698.13 1283 Ehrlich, Joseph 3,000 $2,225.00 718 Eichstadt, James 400 $3,987.50 1649 Eiler, Ray E. 800 $3,537.50 2341 Ekegren, Craig A. 200 $1,550.00 958 Ekstein, Simone H. 1,000 $9,125.00 3496 Elling, Katheryn (a) 480 $4,193.61 3494 Elling, Marjorie W. (a) 10,250 $78,021.00 339 Ellingboe, John Custodian for Cynthia Ellingboe 125 $843.75 4609 Ellington, Stewart L., M.D. 590 $7,080.00 4480 Elmer, Tracy John 200 $1,800.00 1840 Elsberg, Hymie R TR Hymie R 100 $1,500.00 1710 Employees Securities Co. 1,000 $5,732.07 3350 Endelein, Eugene 500 $5,875.00 558 Engebretsen, K.M. 1,000 $1,000.00 761 Engel, David M. 1,000 $0.00 $0.00 1992 Enos, Kenneth A. 1,000 $4,452.19 1637 Epting, Eugene E. 200 $2,500.00 1036 Erickson, Oliver R. 1,500 $7,508.35 983 Ernst, Carolyn A. 100 $975.00 1919 Etor, F. Robert & Shirley H. (a) 400 $2,552.36 1919 Etor, F. Robert & Shirley H. (b) 1,200 $0.00 $0.00 3493 Evangelical Retirement Homes Inc. 300 $2,397.14 1355 Evans, J. Evelyn Trust 1,000 $5,207.90 3868 Evans, Joseph O. & DeLores M. 200 $2,500.00 2309 Evenson, Jerald D. 2,000 $0.00 $0.00 1042 Every, David A. & Patricia D. 1,000 $5,218.20 1726 Fadrowski, Christine & John E. 250 $948.58 3226 Fahey, Dennis & Diana 2,100 $13,256.00 2187 Fahey, Paul J. & Mary J. (a) 500 $1,250.00 2187 Fahey, Paul J. & Mary J. (b) 500 $0.00 $0.00 709 Faling, Marvin R. & Erma M. 500 $6,437.50 562 Falzone, Salvatore P. 10,000 $0.00 $0.00 2628 Fantin, John C. *DISPUTED* $0.00 *DISPUTED* 1884 Faralla, William D. & June 500 $1,535.00 2943 Farber, Phil A. 500 $3,375.00 1117 Farhat, Jalil Kamal 500 $5,000.00 3689 Fawcett, Clara 300 $2,063.00 2272 Feingold, Charlotte 300 $3,090.00 1284 Feld, Irvin 200 $1,485.00 1672 Ferguson, George B. & Ruth E. 200 $2,075.00 433 Fernstaedt, Arden (b) 400 $3,525.00 922 Ferrier, Richard R. & Brenda G. 300 $2,193.75 1920 Ferris, Robert (a) 1,000 $5,222.50 1920 Ferris, Robert (b) 2,000 $0.00 $0.00 3675 Fidelity Select Utilities Growth Fund (b) 11,380 $88,937.50 1818 Fieldhouse, Anthony 5,000 $0.00 $0.00 3369 Finkel, Ruth 1,000 $0.00 $0.00 1587 First Trust Corp TTEE 1,000 $7,191.50 1575 Fishback, James L (b) I 1,000 $7,125.00 2450 Flake, Garry 100 $1,075.00 4379 Flater, Harold & John (b) 500 $0.00 $0.00 3099 Flora, James/Dorothy 100 $1,250.00 949 Floyd Lilly Co. Retirement Trust 500 $3,325.94 4454 Flyer, Joseph I & Melba 10,000 $187.00 1131 Flynn, David E. 1,000 $4,343.20 `2681 Forman, Harry Rick & Jankowski, Edwina T. 300 $2,000.00 1974 Fosdick, Maureen M. Custodian for Faye Fosdick 300 $3,750.00 1934 Fosdick, Maureen M. Custodian for Sarah M. Fosdick 300 $3,750.00 1148 Fowler, David W. 500 $4,281.25 1060 Fowler, Edwin J. 12,000 $26,879.86 1061 Fowler, Edwin J. Custodian for Leigh Merritt Fowler 1,000 $2,775.00 1147 Fowler, Nancy H. 500 $4,281.25 1211 Frank, Robert W. & Virginia L. 200 $1,700.00 1806 Frazier, John R 200 $2,500.00 3106 Frink, Steve D. IRA 500 $1,437.50 1346 Frome, David J. 100 $1,200.00 2482 Fry, Robert P. IRA (a) 2,000 $0.00 $0.00 2483 Fry, Robert P. Trustee Fry Family Trust (b) 10,000 $64,552.00 696 Fryer, Irene 200 $1,453.88 3041 Funston, Jeff 300 $2,876.00 4258 Fuys, David (a) 300 $1,162.50 4258 Fuys, David (b) 2,000 $0.00 $0.00 791 Garcia, Benny *DISPUTED* V 55 $0.00 *DISPUTED* 3492 Gatchel, Barbara (a) 480 $4,193.61 618 Gecks, David A. 500 $3,312.50 4156 Geiger, Pamela K. Custodian for Janelle L. Geiger 200 $2,500.00 4155 Geiger, Robert S. Custodian for Karl R. Geiger 200 $2,500.00 1121 Genola Grain Co. Employees Profit Sharing Trust 100 $1,212.50 627 Gentilcore, Daniel A. 300 $1,072.50 648 Gerhardt, Leon & Martha 500 $6,250.00 1175 Gernes, David E. 100 $1,250.00 2672 Gervais, Paula R. 200 $2,500.00 1991 Gezon, John A. (a) 730 $8,760.00 2298 Giles, Wendell H. 500 $5,375.00 3489 Gillam, JoAnn (IRA) (a) 500 $4,437.50 3491 Gillam, William & JoAnn (c) 3,000 $27,712.50 897 Gillespie, Donald F. 2,000 $0.00 2223 Gillette, E. Peter Jr. 600 $5,400.00 3488 Gisvold, Dale 400 $3,150.00 3756 Gitch, Joseph & Joyce 200 $2,500.00 3313 Gohler, Gerhard W (IRA) 3,000 $11,351.00 619 Goldenberg, Joel (a) 1,500 $7,349.00 3046 Goldsmith, Larry 200 $2,700.00 910 Gomavitz, Alex 500 $6,250.00 4133 Gonder, Eric C. 300 $2,925.00 2366 Goodavish, Helen J. 200 $2,725.00 552 Gopperton, Robert C. 1,000 $9,325.00 3012 Gores, Kenneth W. DDS Pension Plan 3,000 $26,100.44 3759 Gorman, Francis fbo Piper Jaffray 200 $1,550.00 1986 Gosiak, Elizabeth J. 300 $1,875.00 1987 Gosiak, Gerald Custodian for Andrew J. Gosiak 200 $2,500.00 852 Graham, Thomas W. 150 $2,100.00 944 Grainger, Jack A. 1,300 $6,423.40 1520 Grainger, Robert L for Estate of C Arthur Graing 800 $4,161.75 452 Gratz, Thomas & Marguerite 1,200 $10,200.00 2738 Greene, Hugh P. III 200 $1,000.00 2737 Greene, Hugh P. Jr. 1,000 $5,000.00 3074 Gregor, Gregory E. Pen & Prof Share Plan (a) 12,000 $70,500.00 3074 Gregor, Gregory R. Pen & Prof Share Plan (b) 5,000 $0.00 $0.00 3841 Griffith, Thomas J. & Beverly V. 200 $1,875.00 3842 Griffith, Thomas J. & Beverly V. *DISPUTED* 200 $0.00 *DISPUTED* 431 Griffith, Thomas J. & Elizabeth (a) 250 $2,731.25 1524 Groner, Alex Tr Alex Groner Writing Serv Pension 300 $3,750.00 356 Gross, Malcolm C. 1,000 $0.00 $0.00 158 Grynberg, Jack 10,000 $78,595.08 1048 Gulessarian, Stephen A. 400 $3,200.00 1944 Gusa, Kathryn J. & Vaughn E. 200 $2,600.00 1937 Gusa, Lawrence L. 500 $5,250.00 1945 Gusa, Vaughn E. & Joan L. 1,000 $11,126.28 984 Gustafson, Edwin Berneal 100 $1,219.90 1231 Gustafson, Loren & Phyllis Franklin TTEEs 1,000 $5,207.90 2007 Gustafson, Virgil R. 300 $1,500.00 2540 Gustin, Wayne L. & Ruth E. 300 $2,250.00 730 Gutz, Melvin K. 200 $1,800.00 2377 Habel, Raymond J 146 $1,442.00 2161 Haben, Bonnie K. Feller 240 $2,160.00 843 Haggerty, Harold & Doris E. 100 $812.43 610 Hall, Diane 300 $3,525.00 1936 Hall, Leah 200 $1,562.50 2616 Hall, Ronald S. 100 $787.50 1950 Hall, William E. & Betty R. (b) 233 $1,812.99 1478 Halse, Diane Guardian for Matthew Adam Werner 250 $3,375.00 1468 Halse, Diane Guardian, Sarah Jean Werner 250 $3,375.00 2541 Halstead, Mina G 60 $735.00 2542 Halstead, Mina G. 200 $1,487.50 3392 Halupnik, Ben 1,100 $6,900.00 3487 Halupnik, Ben Custodian for James Halupnik 190 $1,682.50 3395 Halupnik, Ben Custodian for Dirk Halupnik (b) 300 $2,812.50 3396 Halupnik, Ben Custodian for Mark Allan Halupnik (b) 615 $6,079.13 3393 Hamilton, Douglas & Deranleau, Nancy (b) 3,575 $13,465.63 3391 Hamilton, Jean K. 1,000 $9,125.00 1194 Hampton, Eudora J. 250 $2,187.50 3093 Hansen, Gregory P. 100 $300.00 3094 Hansen, Jerry (a) 10,000 $62,500.00 3095 Hansen, Jerry (b) 2,500 $11,564.00 430 Hansen, Judith H. 500 $1,240.85 3028 Hansen, Judith H. 500 $1,240.65 961 Hansen, Lorin W. & Anna J. (a) 1,700 $8,445.83 432 Hansen, Neal 500 $1,496.35 3681 Hanson, Gail A. 200 $875.00 2594 Hanson, Melvin N & Elizabeth 1,000 $8,687.50 1000 Harmsen, Steve 50 $500.00 377 Harrington, Fred E. & Barbara E. 500 $3,375.00 1875 Harris, Arthur J 300 $1,054.45 1874 Harris, Arthur J. 1,000 $0.00 $0.00 1507 Hart, David R. & Dwyn 140 $1,290.00 2719 Hart, Nicoe L. Surviving Spouse of Leonard C. Ha 130 $1,852.50 1441 Harward, Jess L. 500 $1,981.85 2994 Hawkes, Robert T. & Ellis, David B. 500 $2,189.50 2071 Hawlik, Julie A. 200 $2,237.50 3388 Hayes, Harlan L. & Marilyn 1,950 $15,661.78 3389 Hayes, Marilyn H. Custodian for Rachel Hayes 250 $2,343.75 3605 Hazard, William W & Marjorie 300 $2,194.00 2278 Heabler, Harvey & Arlene (b) I 100 $995.42 2149 Heath, James C. 500 $3,875.00 4612 Heumann, Robert G. 400 $5,000.00 284 Heaverlo, James S. & Frances M. 600 $4,500.00 1349 Hein, Donald L 4,000 $16,006.00 2553 Hein, Donald L. 1,000 $4,153.00 1350 Hein, Virginia W. 1,000 $3,628.00 3486 Helm, Norma June 100 $1,250.00 2145 Hempel, John Karl 2,000 $0.00 $0.00 4025 Hempleman, Philip J 175,000 $0.00 $0.00 4615 Henault, Charles & Kathleen 500 $5,000.00 1457 Henderson, Roy A. 4,000 $11,295.25 2380 Henderson, William W 2,000 $10,500.00 1304 Hendricks, Carol 100 $1,250.00 1303 Hendricks, David 200 $2,500.00 1351 Hennigar, Lloyd I & Petty L. 200 $2,500.00 2037 Henrikson, Grant S. & Lois P. 200 $1,475.00 2372 Henrikson, Maxine & Wayne 200 $1,825.00 685 Hereford, Herman L. 500 $1,874.35 715 Herrick, Benjamin W. 300 $1,033.93 713 Herrick, Heather S. 300 $1,033.93 716 Herrick, Molly W. 300 $1,033.93 765 Heyne, Lloyd J. 1,000 $7,580.97 1804 Hicks, Randall R. 100 $1,005.91 2284 Higgan, LaConna P 100 $737.50 3385 Hill, Carolyn Schnure 100 $712.50 3729 Hill, Charlotte M. 500 $4,500.00 3382 Hill, Irma M. 100 $787.50 318 Hlavati, William 760 $6,180.75 319 Hlavati, William 2,500 $15,800.75 320 Hlavati, William 540 $4,535.75 321 Hlavati, William 1,450 $9,913.25 322 Hlavati, William 1,250 $8,407.00 323 Hlavati, William 500 $2,043.75 496 Hlavati, William 500 $2,827.50 809 Hlavati, William 450 $0.00 810 Hlavati, William 1,450 $0.00 811 Hlavati, William 700 $4,825.75 812 Hlavati, William 1,750 $10,238.25 813 Hlavati, William 300 $1,860.75 814 Hlavati, William 450 $2,863.25 1624 Hlavati, William 1,475 $13,465.63 1625 Hlavati, William 1,200 $0.00 $0.00 493 Hlavati, William Albert 500 $2,060.00 494 Hlavati, William Albert 635 $2,282.50 495 Hlavati, William Albert 500 $1,310.00 497 Hlavati, William Albert 400 $1,460.00 498 Hlavati, William Albert 1,000 $3,685.00 499 Hlavati, William Albert 500 $1,810.00 500 Hlavati, William Albert 1,750 $4,812.50 501 Hlavati, William Albert 500 $1,310.00 1615 Hlavati, William Albert 18,500 $0.00 $0.00 1616 Hlavati, William Albert 5,800 $0.00 $0.00 1617 Hlavati, William Albert 10,000 $0.00 $0.00 1618 Hlavati, William Albert 2,000 $0.00 $0.00 1619 Hlavati, William Albert 9,000 $0.00 $0.00 1620 Hlavati, William Albert 3,400 $0.00 $0.00 1621 Hlavati, William Albert 900 $3,720.00 1622 Hlavati, William Albert 1,000 $5,345.75 2921 Hodapp, Larry F. 200 $1,995.10 2537 Hoefert, David W. 500 $2,923.75 924 Hoesch, Shirley 6 $165.00 652 Hoff, Orville S. & Beverly E. 100 $1,216.25 489 Hoffman, Frederick J. & Patricia K. 1,000 $8,427.50 4274 Hoffman, Keith & Barbara TTEEs 100 $1,293.25 2023 Hoffman, Sim C. & Cheng, Phyllis W. 1,000 $5,793.35 2021 Hoffman, Sim C. Profit Sharing Plan 1,000 $6,570.85 2022 Hoffman, Sim C. Profit Sharing Plan 500 $2,445.85 1235 Hoffmeier, Arlene L. 400 $2,650.00 2283 Hoggan, L. Brent 200 $1,775.00 2282 Hoggan, L. Brent & LcConna P. 200 $2,500.00 1555 Holbrook , George W. Jr 323 $2,099.50 932 Holdaway, W. Richard 339 $590.78 2371 Hollett, Jeffrey G. (b) 100 $737.50 2627 Hollett, Mary L. 100 $675.00 4093 Holm, Robert E. 200 $1,300.00 2304 Holmgren, Morton R. & Beverly J. 200 $2,500.00 1636 Holstein, Samuel P. Jr. 100 $1,250.00 1149 Holt, Elaine & Nancy Partnership 1,700 $0.00 $0.00 1151 Holt, Elaine & Nancy Partnership 1,000 $7,125.00 1508 Holtmeier, Arlene L. 400 $2,650.00 744 Honeyman, Lester 400 $5,100.00 577 Hoopingarner, Doyle 140 $1,670.00 426 Hoopingarner, Ruth A. 25 $218.75 4160 Hoover, Isaac H. 300 $2,081.25 488 Horn, Kenneth N. Jr. 500 $3,462.50 378 Horne, Russell C. 200 $1,717.13 3580 Horner, David D. 200 $1,500.00 1905 Howard, Doug & Mary Lou (b) 2,100 $12,149.09 1379 Hsiao, William H. IRA 2,000 $15,719.63 727 Hsieh, Leh-An Custodian for Leslie Ann Lee 300 $2,085.00 1574 Hudgins, Randall 300 $3,600.00 2932 Huff, Merilace Ann & Lloyd 100 $902.50 1010 Hughes, Kenneth E 200 $2,500.00 2709 Hultman, Harold 2,500 $35,075.00 649 Hultman, Steven M. 700 $4,906.25 2459 Hung, Judith M. 500 $3,312.88 2458 Hung, Wendell L. Y. 500 $3,312.88 682 Hunt, Clyde E. & Mary M. 200 $1,712.50 3290 Hunt, Stephen J. 100 $1,167.00 1935 Hunter, James B. & Linda B. 200 $1,746.05 2078 Hunter, Philip L. & Clare J. 200 $1,796.95 3958 Hurd, Denise L. 2,500 $8,750.00 2748 Hurd, Holly L. 2,500 $8,750.00 3086 Hurd, Ralph W. 2,500 $8,750.00 565 Huseman, Thomas M. 100 $900.00 3379 Hutzler, Arthur C. Custodian for Aaron Hutzler 650 $6,093.75 3381 Hutzler, Arthur C. (IRA) 4,850 $45,530.05 621 Hyde, William A. 350 $3,948.00 1702 Iffert, Arnold V. Emma K. 500 $3,814.20 1700 Iffert, Arnold V. & Emma K. 200 $804.20 1701 Iffert, Arnold V. & Emma K. 100 $546.70 1628 Investment Club of Sun City 1,000 $3,049.00 4607 Iowa Culvert Builders Employees 2,000 $17,957.50 1224 Isenstadt, Samuel 200 $2,500.00 1801 J. Capers Hiott SEP 200 $2,500.00 991 Jackson, Andrew Kit 1,648 $10,712.00 1118 Jackson, John N. & Gus (a) 1,622 $6,063.00 1118 Jackson, John N. & Gus (b) 2,000 $0.00 $0.00 1229 Jacobsen, Paul S. & Sally T 100 $900.00 4304 Jacobson, Jana (b) 6 $39.00 1793 Jacobson, Marian 270 $1,755.00 2024 Jacobus, Sarah 1,000 $3,142.12 1326 Jaeger, William R. 1,000 $6,875.00 3378 Jahde, Marvin J. 2,000 $17,342.55 594 Jangula Frank & Marion M. 5,000 $0.00 $0.00 720 Japy, Bernard (b) 100 $1,012.80 1043 Jawitz, Herbert *DISPUTED* 14,000 $0.00 $0.00 *DISPUTED* 1050 Jawitz, Herbert *DISPUTED* $0.00 $0.00 *DISPUTED* 917 Jaynes, Walter H. & Norma H. 20 $328.75 2152 Jellison, Ruth 100 $1,407.90 913 Jennings, Susan M. *DISPUTED* 1,000 $0.00 *DISPUTED* 3747 Jergensen, Jeffrey J & Sally J 50 $550.00 1631 Jessop, Glenn E. (a) 2,000 $13,625.00 2468 Jeude, William & Maurine 500 $3,625.00 2700 Jimerson, Janell Jarman 250 $3,750.00 597 Joers, Allen E. & Gertrude A. 400 $4,300.00 4373 Johansen, George 200 $1,387.50 1098 Johanson, Verne A. 100 $1,250.00 1956 Johndrew, John E. & Betty J. 1,000 $4,478.18 4161 Johnson, Axel H. & Irene A. 100 $1,250.00 3992 Johnson, Bonnie L. *DISPUTED* 300 $3,150.00 *DISPUTED* 3994 Johnson, Bonnie L. *DISPUTED* 1,000 $9,375.80 *DISPUTED* 3993 Johnson, Bonnie L. & Duane *DISPUTED* 300 $2,910.00 *DISPUTED* 3526 Johnson, Bonnie L. (b) *DISPUTED* 500 $4,875.00 *DISPUTED* 3524 Johnson, Bonnie L. & Duane (b) *DISPUTED* 1,050 $9,003.75 *DISPUTED* 3525 Johnson, Bonnie L. (IRA) (a) *DISPUTED* 300 $3,150.00 2090 Johnson, Carl T. 1,000 $2,930.18 1559 Johnson, Edmund E Jr & Anne R 400 $5,000.00 604 Johnson, Gerard J. 200 $1,412.50 2959 Johnson, Harland H & Eulah 100 $775.00 2269 Johnson, Herbert W 2,000 $16,500.00 635 Johnson, Karen L. 100 $1,050.00 1490 Johnson, Morris W. 100 $687.50 582 Johnson, Ocee & Inga A. 300 $1,687.50 3445 Johnston, Shirley 500 $6,250.00 429 Jondahl, Kenneth E. 400 $2,825.00 1866 Jones, David M (a) 123 $1,997.52 1866 Jones, David M (b) 300 $1,143.75 1376 Jones, Joan W. 1,200 $8,552.50 3442 Jones, Lorin V. (a) 1,300 $7,550.00 2086 Joyce, Barbara R. 500 $1,878.35 1017 Joyner, Irene M. 400 $2,904.86 1711 K Employees Assoc. Inc., The 1,500 $6,188.91 3521 Kammermeier, Raymond J. IRA (b) 475 $4,387.50 1856 Kane, Carol B 1,000 $7,000.00 2089 Karau, Mary C. 300 $964.12 634 Kastanos, Anthony P. 200 $1,425.00 3981 Kato, Mitsuharu (a) 1,500 $4,476.95 3981 Kato, Mitsuharu (b) 7,000 $0.00 $0.00 3434 Katter, Gloria J. (b) 4,000 $31,225.00 326 Katz, Larry A. & Lori J. H. 100 $750.00 3583 Katzman, Howard A. MD, PC (a) 1,000 $3,488.75 3583 Katzman, Howard A. MD, PC (b) 3,500 $0.00 $0.00 636 Kavan, Lester L. 100 $790.00 637 Kavan, Lester L. 150 $679.24 4139 Kavan, Lester L. Custodian for Joel D.Kavan 150 $679.24 4138 Kavan, Lester L. Custodian for Rick A. Kavan 100 $790.00 4306 Kazmierczak, Dory John 1,000 $0.00 $0.00 343 Keegan, Robert A. 3,260 $0.00 $0.00 790 Keele, Victor *DISPUTED* 16 $0.00 *DISPUTED* 3969 Keeline, Jennie M. Estate c/o Richard O. Carpenter, Executor 200 $1,800.00 3955 Keim, Joe 200 $1,588.00 3578 Keller, Darc D. 657 $7,884.00 1189 Kelley, Jerry D. 500 $3,500.00 2270 Kelly, David M 400 $2,652.00 4555 Kelly, William J. 200 $1,375.00 4556 Kelly, William J. & Delores W. (b) 100 $412.50 659 Kendrick, B. D. 200 $2,500.00 2117 Kenkel, John D. 100 $937.50 4092 Kennedy, Kathryn (b) 200 $1,512.50 1570 Kent, Marian H 150 $975.00 482 Kentner, Russell E. 11 $166.86 885 Kerndt, Harold H. & Sharon 400 $4,300.00 1433 Kesl, James R. & Marjorie B. 200 $1,325.00 1513 Kimball, Marvin C. 1,000 $6,375.00 441 Kimball, Randal V. & Ardith A. 1,000 $0.00 $0.00 1544 Kimball, Victor & David 1,200 $6,380.64 1590 Kimple, Scott C. 15,000 $0.00 $0.00 2157 King, Lawrence W. & Norma J. 200 $1,850.00 699 King, Martin (a) 800 $5,462.00 699 King, Martin (b) 800 $6,969.50 2156 King, Norma Jean 200 $2,025.00 1375 Kingsley, Sherwood Custodian for Aron Sherwood Kingsley 150 $1,071.25 2567 Kious, Dane R. 100 $1,250.00 719 Kiriluk, Walter A. & Margaret A. 200 $1,800.00 1809 Kirsten, Jana & Jacobson, Marean 6 $39.00 3437 Kirtland, John M. 200 $1,875.00 1656 Kiser, John M. 100 $687.50 1742 Klaas, Jane T. 52 $338.00 3432 Kleinlein, Evelyn R. (a) 4,600 $38,275.00 3433 Kleinlein, Lillian Estate c/o Evelyn R. Kleinlein (a) 4,600 $40,912.50 2609 Klossner, Henry K. 100 $1,362.50 1655 Klutman, Paul 1,000 $5,841.01 3940 Knight, David H. 1,500 $11,437.50 3930 Koch, Lowell G. 100 $875.00 1232 Koepcke, Kurt 30 $295.75 1257 Kohfeldt, Walter & Patricia M. 400 $4,275.10 609 Koloski, Jon W. & Lyla A. 100 $1,000.00 2129 Kortan, Robert B. 200 $2,500.00 1963 Koss, Robert J. 50 $750.00 1454 Kouchich, Russell F. 300 $2,700.00 2227 Koumoutsakos, K 2,000 $14,250.00 3582 Koyle, Nadine & Alan 104 $1,154.00 1692 Kramer, Barbara S. 500 $6,002.00 1599 Krauss, Silvio 500 $1,984.08 1276 Kreimer, Thomas A. 200 $2,250.00 3680 Krile, Vernon 100 $438.00 1455 Kriney, Jr., John W. 200 $1,722.80 3458 Kroells, Roger D. & Eldora L. 500 $4,812.50 4001 Krupa, Donald R. 200 $2,400.00 738 Krupa, Ronald & Mary Ann 50 $497.50 363 Kuhn, Edward P. & Julie E. 500 $2,062.50 1714 Kuhns Investment Co. (b) I 10,000 $0.00 $0.00 1709 Kuhns, Robert W. (b) *DISPUTED* 10,000 $0.00 *DISPUTED* 2237 Kuhns, Robert W. Jr. (a) *DISPUTED* 2,838 $14,631.00 2237 Kuhns, Robert W. Jr. (b) *DISPUTED* 10,000 $0.00 $0.00 *DISPUTED* 970 Kulkuski, William B 300 $1,950.00 1953 Kumar, Virendra & Sudesh 200 $2,500.00 3911 Kuncheff, Johnny & Irene Family Trust 200 $875.00 2702 Kunstman, James D. 400 $1,600.00 1733 Kwong, Bing C. & Anthony P. 6,000 $0.00 2042 Ladin, Samuel S. & Florence (b) 1,000 $0.00 $0.00 608 LaFreniere, Gregory P. (b) 600 $5,835.00 645 Landen, Richard H. & Bonnie L. 200 $2,425.00 782 Landon, Hazel *DISPUTED* 400 $0.00 $0.00 *DISPUTED* 551 Landon, Hazel J. 400 $0.00 $0.00 4150 LaPlant, Lloyd & Beverly 100 $1,087.50 4540 LaPolice, Susan M. 300 $3,750.00 2997 Larsen, Dolores 200 $1,337.50 1683 Larson, Harry C. 700 $8,750.00 4438 Larson, Merlyn 1,000 $9,000.00 2923 Latham, Gary D. 200 $1,329.77 3686 Lattimore, Ruby J. 100 $687.50 2257 Laturnus, Martin N & Helen G 200 $2,875.00 2258 Laturnus, Martin N & Helen G 300 $2,700.00 2259 Laturnus, Martin N & Helen G 400 $3,963.00 2260 Laturnus, Martin N & Helen G 200 $2,850.00 614 Lauterbach, Karen 300 $0.00 $0.00 4065 LaValley, Laura 100 $1,250.00 3429 Lavia, Tony L. 550 $5,087.50 3430 Lavia, Tony L. (IRA) 200 $1,450.00 2118 Lavorgna, Donald 3,500 $0.00 $0.00 2310 Lawrence, Michele M 1,786 $18,572.00 4053 Laws, James T. & Susan M. 600 $2,681.25 4234 Lee, John E. 200 $2,100.00 353 Lee, Kap Jai & Yun Jung 100 $937.50 2648 Legner, Roberta A. (Best) 145 $1,993.75 3427 Leistad, Arlene (b) 6,710 $31,680.50 605 Leman, Dennis J. 1,000 $4,803.00 2593 Lemmon, Gerrie T. 54 $625.00 1465 Lentz, Thomas A. 300 $3,031.59 1107 Lenzi, Virgil D. 5,000 $20,299.50 3426 Leo, Thomas J. 100 $1,362.50 993 Leseberg, William 200 $1,550.00 625 Lester, Melvin L. 100 $3,658.75 2600 Leung, Turin 1,000 $4,105.00 1474 Lewis, Frank F. 100 $623.50 2743 Lewis, Jennifer 1,000 $12,500.00 1795 Lewis, Leroy L JR 3,500 $21,250.00 3683 Lies, Linda A. Custodian for Matthew Lies 50 $175.00 2344 Lillo, Lawrence D. 10,000 $0.00 $0.00 3688 Lind, Robert F. & Marcella 50 $281.00 1898 Lindstrom, Kenneth E. 2,000 $14,875.00 436 Linstrom, William E. & Betty J. 100 $1,250.00 1122 Littauer, Richard 200 $2,375.00 686 Litwin, Raymond 1,000 $8,227.50 779 Litzenberger, Donald J. (Trust) 100 $1,068.18 3235 Livas, Mark B. Custodian FBO Timothy M. Livas 200 $1,300.00 1092 Lockwood, Beverly F. (b) *DISPUTED* 1,200 $11,250.00 *DISPUTED* 1106 Lockwood, Beverly F. (b) *DISPUTED* 750 $5,437.50 *DISPUTED* 1092 Lockwood, Beverly F. (c) *DISPUTED* 200 $1,325.00 *DISPUTED* 1106 Lockwood, Beverly F. (c) *DISPUTED* 1,200 $11,250.00 *DISPUTED* 1106 Lockwood, Beverly F. (d) *DISPUTED* 750 $6,656.25 *DISPUTED* 1106 Lockwood, Beverly F. (e) *DISPUTED* 200 $1,325.00 *DISPUTED* 4020 Logan, James E 184 $2,026.50 3204 Logan, Judith 500 $3,750.00 1429 Lopata, David J. 500 $4,877.00 823 Lorensen, Charles W. & Ronna 1,000 $9,325.00 2530 Louie, James HM & Virginia L. 4,000 $36,695.25 702 Lowe, William T. 100 $977.00 1443 Lucas, John R. 900 $3,512.50 1959 Luk, Rick 600 $8,925.00 4226 Luther, Tom 160 $2,000.00 1689 Lutz, Frederick M. 1,000 $0.00 $0.00 4083 Lux, Harold R & Mildred A 100 $900.00 2697 Lyman, Gregory H. 300 $2,700.00 1500 Lyon, Maurice L. 400 $3,016.00 2345 MacDowell, Jo S. 200 $1,800.00 1261 MacLeod, Richard Preuss 2,600 $15,555.78 1191 Mactier, J. Allan 420 $2,730.00 3424 Madison, John L. 2,000 $18,500.00 3588 Madsen, Bruce A. 200 $2,500.00 2383 Maggio, Sam A 300 $3,750.00 1918 Magnuson, Eugene R. & Grace M. 500 $3,750.00 1225 Maher, Maurice N. 200 $1,922.12 1908 Mahoney, Dorothy D. 200 $1,302.00 1933 Mahoney, Theresa L. 100 $652.00 563 Mangasarian, Stephen H. 1,000 $5,444.11 901 Mansell, Richard L. & Jean E. 500 $3,275.00 1254 March, Scott M. 100 $927.00 835 Marinoni, John & Ann 1,077 $6,617.50 1565 Marinoni, Patricia Brady 943 $6,617.50 571 Marion, Michael D. 700 $3,587.50 4388 Marker, Wayne A. & Nancy L. 125 $984.38 3422 Martens, Eugene W. 900 $5,345.00 3421 Martens, Margaret (b) 500 $1,312.50 664 Martin, Arthur C. & Dorothy B. 200 $1,800.00 1668 Martin, Fremont J 216 $1,890.00 1516 Martin, Lois M. (b) 1,000 $8,687.50 1518 Martin, Lois M. Custodian for Monica M. Martin 500 $3,250.00 1517 Martin, Myron C. Custodian for Milo M. Martin 500 $3,250.00 1479 Martin, Scott T. 1,000 $3,188.15 1492 Martin, Scott T. & Kristine N. 1,000 $4,582.70 1826 Maske, Jack L 100 $900.00 1827 Maske, Lois J 100 $900.00 3231 Mastercraft of Seattle 300 $3,750.00 2950 Mathis, Richard W. & Virginia 50 $400.00 1223 Mathisen, Kenneth W. & Irma 150 $1,875.00 1787 Matts, Dennis R 200 $2,475.00 1788 Matts, Dennis R 100 $787.50 1789 Matts, Dennis R 200 $1,950.00 1362 Maust, Joan L. Trust 200 $2,500.00 1646 Maves, Duane 100 $750.00 2352 May, Catherine P. 50 $437.50 2360 May, W.H. Jr. 200 $1,750.00 1691 Maynard, David & Linda 1,000 $5,218.20 2612 McCallum, Margot 5.5 $250.00 2107 McCarter, Charles V. (b) 1,000 $9,095.75 693 McCarthy, Mary L. & Eugene P. 550 $4,153.13 2006 McCormack, Warren G & Evelyn D. 600 $5,155.00 1220 McCormick, Leo R. & Helen I. 6,000 $0.00 $0.00 623 McDermott, Patrick G. 300 $2,250.00 2935 McDonald & Company Securities Inc 27,862 $0.00 $0.00 3420 McDonald, Frank A. & Mildred (c) 650 $6,868.75 3574 McElmury, Sean M. 100 $1,150.00 1669 McFadden, Farrell & Smith L.P. 114,500 $0.00 $0.00 1475 McGoogan, James R. 27 $175.50 2210 McGowan, Terence J & Mary 100 $900.00 3692 McLain, Susan 200 $1,551.88 327 McLean, Kenneth J. 500 $2,127.50 1426 McNairy, Dreux Sold Prop Emp Cpp Pl 3,400 $22,663.62 1425 McNairy, Sean Fort 750 $6,698.70 1424 McNairy, Sean Fort (b) 950 $6,738.56 819 McNamara, Michael R. 200 $1,933.00 982 McRae, Lynne 200 $1,500.00 1363 Medin, Maynard J. 500 $5,000.00 1496 Meehan, Mary E. 500 $4,375.00 1602 Mesher, Stewart 200 $1,425.00 1634 Messer, Keith 200 $1,725.00 2965 Meuller, Joyce M & Jerome E. 1,000 $9,375.00 602 Meyer, Walter G. 1,500 $15,375.00 3535 Micheli, Shirley Ann 100 $1,266.82 3293 Midwest Clinic Management Profit Sharing Plan 1,000 $7,000.00 4009 Migowski, Roman J. 300 $0.00 $0.00 1320 Miller, Lee A. 1,000 $6,008.00 1321 Miller, Lee A. 1,000 $3,614.00 1322 Miller, Lee A. 4,000 $25,325.00 1319 Miller, Lee A. & Joan A. 1,000 $3,992.42 1323 Miller, Lee A. & Joan A. 1,000 $6,386.00 1324 Miller, Lee A. & Joan A. 1,000 $5,252.00 642 Miller, Lyle J. & Neva L. 600 $5,265.00 1091 Miller, Max & Alice S. 500 $3,250.00 4608 Miller, Wesley (a) 300 $1,744.00 4608 Miller, Wesley (b) 300 $0.00 $0.00 1065 Miracle Enterprises 1,000 $8,216.20 1522 Mitchell, Bruce A. 100 $1,250.00 692 Mitchell, Jan L. 100 $1,250.00 1825 Mittelman, Burton C. 5.5 $250.00 1531 Moening, William R 500 $3,189.50 2313 Moffat, Ralph W. 1,000 $10,500.00 1140 Molnar, Rose F. 2,000 $7,499.25 1205 Monahan, Jr., William J. 100 $1,000.00 465 Montagne, Lorna May 850 $9,337.50 463 Montagne, Robert M. & Lorna May 200 $1,675.00 2019 Moon, Cratty A. Jr. & E. Janell House 300 $1,437.00 3858 Moosman, George L. 350 $2,450.00 286 Moreton, William R. 200 $2,000.00 350 Morgal, Margaret L. 300 $2,531.40 1704 Morgal, Margaret L. 200 $1,745.00 2244 Morgan, Gerard E 100 $800.00 1586 Morris, Newbold "BOB" Capt 10,000 $0.00 $0.00 2028 Morton, Charles W. 1,675 $12,440.69 2945 Mossiman, Michael 25 $184.00 2165 Mozey, Cheryl 250 $1,307.80 1675 Mueller, Ronald J. & Denise M. 350 $4,725.00 1676 Mueller, Ronald J. & Denise M. 100 $787.50 1677 Mueller, Ronald J. & Denise M. 200 $1,475.00 1551 Mukai, Milton M & Clara 1,300 $17,987.50 537 Mulron, Brian W. & Ann P. 500 $6,798.66 1511 Murdock, Jean R. 200 $1,676.75 839 Murphy, Michael Custodian for Michael Warner Murphy 200 $937.50 838 Murphy, Michael Inc. 200 $937.50 837 Murphy, Stacy 200 $937.50 1868 Murray, Margaret A Nickels 100 $857.10 4248 Murray, Ruby D. 100 $1,250.00 2480 Muscatine Realty Corporation 30,000 $262,837.50 3141 Muscatine Realty SPN/Pen *DISPUTED* $0.00 *DISPUTED* 2397 Myhr, Jerry B. (b) 100 $662.50 3934 Nadeau, Nancy Lynn South 200 $2,500.00 2547 Naibi, A. Wali & Jacquelyn 100 $775.00 2613 Nakhai, Hamid 1,800 $8,837.00 3001 Nakhai, Saied 200 $1,487.50 337 Narke, Louis E. & Mary C. 100 $395.00 2610 Nash, Cheryl (Greenhalgh) 50 $625.00 1533 Nasseta, Anthony F. (b) 1,000 $10,500.00 1466 Nassetta, Cecelia (b) I 1,000 $10,500.00 860 Navy, Jerry M. 300 $2,025.00 427 Nebel, Mary Bering Trust 1,300 $7,388.00 1964 Neill, Craig 300 $2,775.00 2115 Nelson, David G. fbo Piper Jaffray 200 $1,725.00 569 Nelson, Dwight F. & Mary L. 200 $2,500.00 1102 Nelson, Ervin C. & Edna P. *DISPUTED* ? $0.00 *DISPUTED* 3679 Nelson, Evelyn 200 $1,238.00 1855 Nelson, John F 400 $3,029.05 1473 Nelson, Laurel 1,000 $5,218.20 3860 Nelson, Richard K. 200 $1,492.20 3861 Nelson, Richard K. 5,000 $45,000.00 1101 Newburry, Ellen 200 $2,100.00 1741 Newman, Dolores IRA 250 $1,812.50 1532 Newman, Elmer C 800 $3,850.00 1976 Newman, Marilyn N. 200 $1,000.00 1975 Newman, Thomas E. 200 $1,000.00 1307 Nicklin, Charles R. & Joycelin E. 400 $2,142.35 407 Nicolaus, Stifel Custodian for James W. Robinson 1,000 $4,178.00 3423 Nielsen, Karen 11 $77.00 590 Nizze, Norbert A. 1,000 $3,708.35 309 Noel, Dale A. & Kathryn L. (b) 400 $2,950.00 675 Nolte, Phillip Custodian Jill C. Nolte 400 $1,762.50 1569 Nordby, Earl D 1,000 $5,080.39 1713 Norpar, Inc. 10,000 $0.00 $0.00 2238 Northwest Pipe Fittings, Inc 300 $2,123.43 164 Northern Trust Co. 26,267 $0.00 2236 Northwest Pipe Fitting Inc 300 $2,123.43 1166 Norwest Bank Colorado, N.A. Trustee for Mark Buchi 175 $1,587.50 1116 Norwest Bank Minnesota, Trustee FBO Billings Surg. Group PC P/S Myers 1,800 $9,250.00 1114 Norwest Bank Minnesota as Trustee for 500 $1,750.00 4305 Nouwens, Jeffrey S. (a) 20,000 $169,557.50 4305 Nouwens, Jeffrey S. (b) 100,000 $0.00 $0.00 417 Novotny, Agnes 175 $2,450.00 418 Novotny, Stanley 200 $2,800.00 954 Nykamp, Dave & Judy 300 $1,952.00 1836 O'Brian, John T 2,000 $0.00 $0.00 2231 O'Connor, Robert (a) 1,000 $4,125.00 2231 O'Connor, Robert (b) 2,000 $0.00 $0.00 2649 O'Fallon, Gerald M. 100 $1,012.50 2650 O'Fallon, Gerald M. 100 $387.50 1981 O'Hare, Charles 400 $1,725.00 3718 O'Meara, Zina 500 $4,950.00 3468 Oakes, Kathleen 6 $150.00 369 Odegard, Margaret *DISPUTED* 300 $0.00 *DISPUTED* 1272 Odeh, Sami M. 200 $1,447.50 1250 Ogren, Donna M. 1,000 $5,218.20 1794 Oja, John 300 $2,366.50 1687 Oldendorf, Bessie L. & Walter J 200 $1,233.00 516 Oldroyd, G. Scott 200 $1,777.00 834 Olmstead, Daniel (b) 61,000 $217,773.04 1416 Olmstead, Peter & Cynthia Comm Prop 4,000 $0.00 $0.00 1417 Olmstead, Peter & Cynthia TTEE Def Ben Pen Ret 4,300 $29,779.94 2694 Olofson, Clifford 700 $8,750.00 2695 Olofson, Clifford (b) 1,670 $18,530.00 4432 Olsen, Erdean fbo Clark, Travis (b) 13 $110.50 4529 Olsen, Linda L. & Lee 3 $25.50 1597 Olson, Craig W. Custodian for Dain Bosworth 100 $750.00 902 Olson, L. Wayne 400 $2,762.50 584 Olson, Richard S. & Karen L. 200 $1,850.00 2730 Olson, Wayne P. $0.00 $0.00 3983 Orlando, Anthony J. 200 $2,500.00 3984 Orlando, Gina A. 300 $3,750.00 3656 Orlando, Joseph K. & Joyce A. 250 $2,250.00 3985 Orlando, Peter Custodian for Peter M. Orlando (a) 100 $1,250.00 3985 Orlando, Peter Custodian for Peter M. Orlando (b) 100 $1,250.00 3982 Orlando, Thomas P. 400 $5,000.00 1081 Orton, Andrew L. 200 $1,125.00 1082 Orton, Maryl Lee 76 $1,125.00 1580 Osborn, Ken 400 $1,800.00 4178 Osborn, S. Bartley 2,300 $22,712.90 1869 Osojnak, Boris M 600 $5,332.00 2565 Osovski, Ronald A & JoAnn 100 $1,369.73 1495 Osterlund, Annette T. 200 $1,475.00 639 Ostler, Robert G. & Rosalyn W. 200 $1,543.32 3043 Otness, Birdeen 300 $2,737.50 1184 Ottertail Investment Group 200 $817.05 1183 Ottertail Investment Group (a) 1,000 $0.00 $0.00 3591 Owen, Lois 200 $750.00 3592 Owen, Lois 200 $1,400.00 1497 Pack, Cora M Trustee Pack Family Trust 200 $2,172.00 2767 Pack, Douglas H. (b) I 200 $1,450.00 2768 Pack, Ione A. 200 $1,450.00 1217 Paduganan, Dino R & Deborah G. 200 $1,448.81 1130 Palfreyman, Warkwick C. & Ione A. 1,000 $11,625.00 3830 Palis, Gary S. & Janice L. 400 $2,720.00 2234 Paramount Supply 400 $2,825.89 2239 Paramount Supply Comp 200 $1,418.22 2072 Paras, Gus & Olive 243 $2,916.00 3060 Parker, Blaine & Mary Ann (a) 200 $1,566.08 3060 Parker, Blane & Mary Ann (c) 3,500 $0.00 $0.00 736 Parkinson, John R. 1,200 $3,300.00 735 Parkinson, John R. & Joann R. 3,000 $8,755.00 3888 Pastre, John M & Gwen L. 50 $450.00 4598 Patel, Gopalkrishna M. 300 $2,085.00 875 Patel, Haribhai P. 200 $1,350.00 3124 Patten, James 1,000 $9,000.00 1932 Pauley, Kimberly 100 $387.35 1673 Paulsen-Steele Co. Retirement Trust 5,946 $55,000.00 1929 Pavich, Michael D. 32 $372.00 661 Payne, Terry 1,000 $8,601.93 3287 Pearson, Ronald J & E. Lelaine 100 $1,250.00 1970 Peart, Harold O. 700 $9,562.50 3765 Pecharich, William J 700 $6,300.00 3419 Pedersen, Karen M. (a) 480 $4,163.61 737 Pedersen, Roy K. 100 $1,067.15 3758 Peiffer, Douglas fbo Piper Jaffray 100 $1,238.00 2490 Perry, Jason 1,700 $9,350.00 3881 Petersen, Doris C. 200 $1,950.00 357 Petersen, Frank W. 1,000 $3,708.35 2972 Peterson, Bruce R & Sheryl L. 100 $862.50 707 Peterson, Earl E. & Sylvia E. 75 $975.00 786 Petras, Helena 200 $691.09 2928 Petry, Edwin L. 300 $1,914.56 1415 Petty, Stephen Sole Proprietor Emp. Mpp. Plan 650 $5,698.25 1873 Phalin, Thomas L 500 $1,227.50 1052 Phillips, Ronald L. 100 $900.00 1486 Pickett, William A. 850 $5,916.00 1965 Pierce, Richard S. 1,200 $5,050.00 477 Pike, Raymond D. 2,200 $19,985.00 1461 Pilkington, Peter J. 1,400 $5,687.50 3302 Pingree, George C 5,650 $34,921.00 4468 Pingree, Marjorie C. 1,000 $6,000.00 419 Pinson, Richard P. 400 $2,125.00 1336 Piper Jaffray A/C 340-319310-050 Gorman IRA 200 $1,550.00 3247 Piper Jaffray (a) - Custodian for Jeffrey L. Anderson 200 $1,975.00 757 Piper Jaffray - Custodian for Joan Seiler IRA 100 $662.50 760 Piper Jaffray - Custodian for Larry E. Fie 200 $1,950.00 3247 Piper Jaffray (d) - Custodian for Richard N. Ross 200 $1,825.00 3247 Piper Jaffray (f) - Custodian for John D. Vetterll 200 $1,675.00 3247 Piper Jaffray (g) - Custodian for Wasatch Physicians 100 $987.50 3247 Piper Jaffray (l) - Custodian for James S. Gilley 400 $3,325.00 3228 Piper Jaffray Custodian for Dr. Joseph B. Fahey 1,150 $4,213.00 3233 Piper Jaffray Custodian for Stephen T. Pushing 200 $2,475.00 3236 Piper Jaffray Custodian for Calvin E. Traver 200 $1,300.00 3240 Piper Jaffray Custodian for Dr. Anthony Ferrara 200 $1,800.00 4478 Piper Jaffray FBO Douglas Peiffer IRA 100 $1,238.00 3241 Piper Jaffray Custodian for Sharon L. Ferrara 200 $1,800.00 2413 Plaizier, Rex R 500 $1,955.00 4059 Planeta, Alan T (a) 1,100 $5,151.25 4230 Platt, Bradley D. (b) 200 $1,550.00 2503 Pless, Wilbur & Phoebe 2,000 $18,125.00 750 Plozai, James (a) 500 $1,812.50 750 Plozai, James (b) 500 $0.00 $0.00 717 Plumley, Michele M. 600 $3,539.00 3417 PNG Partnership (b) 2,000 $16,662.50 393 Pobanz, Gretchen Custodian for Lucas Pobanz 100 $995.10 3120 Pobanz, Roger P. & Judy A. 150 $1,425.00 4314 Polakowsdi, James & Sherlock, Cori-Beth 200 $1,560.00 3230 Polansky, Thomas J. & Agnes I. 1,000 $7,200.00 1469 Popp, Janice R. 1,000 $6,875.00 3288 Poser, Eugene F. 200 $1,000.00 4339 Posik, Emma *DISPUTED* 500 $0.00 *DISPUTED* 935 Poth, Thomas R. 1,700 $10,682.50 2521 Poulson, Randall 200 $1,550.00 3297 Power, Jean M. 300 $1,987.50 3242 Powers, Germundson, Kanusik & Wiemers 1,500 $6,750.00 3225 Powers, Germundson, Kanusik & Wiemer 500 $3,750.00 391 Powers, Linda Elmore 700 $5,425.00 392 Powers, Tunstall C. Jr. 1,000 $3,625.00 3219 Pressentin, James F. 500 $3,437.50 942 Prichard, Bert L. & Ruth 4,655 $23,312.50 2939 Pugsley, Mary Ellen H. Custodian Clara M. Pugsley 100 $1,012.50 2942 Pugsley, Mary Ellen H. Custodian Eliza Pugsley 100 $1,012.50 2940 Pugsley, Mary Ellen H. Custodian Jacob S. Pugsley 100 $1,012.50 2941 Pugsley, Mary Ellen H. Custodian Joseph H. Pugsley 100 $1,012.50 2938 Pugsley, Mary Ellen H. Custodian Seth H. Pugsley 100 $1,012.50 1909 Puppe, James L. 100 $900.00 2411 Quast, Eugene E & Carol 200 $1,688.55 1364 Quiter, George W. & Marilyn Anne 1,000 $8,594.50 4237 Radintz, Henry Charles (b) 250 $2,093.75 3833 Radtke, John E. Custodian for Justin Radtke 200 $1,450.00 580 Ragazzo, Raymond A. & Clara J. 100 $886.69 629 Raisher, Scott A. 100 $687.50 801 Rajcany, Rebeca B. 25 $400.00 2568 Rand, Edward John & Palm J. 100 $1,087.50 447 Ransom, Bruce H. & Miriam F. 300 $18,375.50 4106 Rapp, Frank D & Diann 100 $1,300.00 3119 Rauch, Janet M. 500 $4,500.00 3118 Rauch, Janet M. (IRA) 300 $2,793.75 1445 Raulich, Dennis 300 $2,400.00 1252 Rauschenfels, Mark A. 100 $900.00 3032 Raynor, David 1,000 $6,875.00 888 Reddin, G. Randall 1,500 $11,812.00 1921 Reed, Richard & Theresa 350 $3,400.00 2197 Reed, Wm. G. Jr. 2,000 $8,109.45 804 Reese, Selwin A. & Frances G. 185 $1,935.00 3199 Reierson, Paul 225 $2,137.50 4418 Reiman, Lee & Mary Lee 400 $2,000.00 4417 Reiman, Mary Lee (b) 20,500 $38,471.00 2918 Rein, Randal J. & Diane Milberg 600 $7,200.00 977 Reinig, Leon 200 $2,500.00 1837 Reiter, Otto J & Raiola P 54 $550.00 4559 Renken, Melvin H. & Marian 100 $787.50 3218 Reno Radiological Profit Sharing Plan 2,718 $32,616.00 589 Revoir, Albert H. & Joann M. (a) 500 $1,762.50 589 Revoir, Albert H. & Joann M. (b) 5,000 $0.00 $0.00 3415 Reynolds, James D. (IRA) 400 $2,650.00 4108 Rich, Kristin 113 $1,273.85 1144 Rich, T. Michael 500 $6,250.00 1940 Richards, Thomas J. 216 $2,480.00 1269 Richards, W. Thomas (b) 9,000 $33,386.33 1004 Richters, Roger A 300 $2,100.00 2410 Ricker, Dorothy A. Custodian for Michael C.W. (a) 100 $675.00 2410 Ricker, Dorothy A. Custodian for Mallory B. (b) 100 $675.00 405 Rieben, Gary D. 100 $875.00 1308 Riley, Phyllis M. 100 $824.10 1462 Riley, Wallace D. & Dorothy C. (b) 100,000 $0.00 $0.00 745 Ripp Distributing 1,000 $9,375.00 2103 Ripp Distributing Inc. 1,000 $9,375.00 4143 Rivard, Allen J. 200 $1,725.00 644 Roberts, George W. 200 $675.00 1172 Roberts, June W. 100 $1,250.00 595 Roberts, Maxwell & Eleanor 500 $1,750.00 2370 Roberts, Neil C. 400 $1,747.19 1287 Robertson, Mary J. Trust U/A 1,000 $6,750.00 2578 Robinson, James E. & Karen D. 300 $3,150.00 3891 Robinson, Susan Beneficiary of Robinson, Herbert 1,000 $9,570.43 3832 Rock, Gene F. 100 $787.50 1328 Rogers, Alleta M. 120 $922.50 4031 Rogers, Roy T. 4,000 $0.00 $0.00 2717 Roller, Erhard P & Edith L 200 $1,875.00 2148 Ronyecz, Albert 1,200 $0.00 $0.00 3252 Rose, Barbara W. 200 $1,448.40 4158 Rose, Dorothy Louise 200 $2,700.00 304 Rowady, Julia A. 4,000 $27,054.84 768 Rowady, Lewis (b) 4,500 $13,500.00 1073 Rubin, Bernard & Gloria (b) 12,500 $0.00 $0.00 2936 Ruch, Marlyn M. 250 $3,064.20 3682 Ruebke, Ethel 100 $537.50 1340 Ruggieri, Anthony & John 400 $3,608.83 2261 Rukavina, Nick & Kathryn 594 $6,166.88 2407 Rukavina, Nick & Kathryn 108 $1,622.50 3871 Rupp, Judith L. 54 $648.00 3011 Russell, Martha 700 $2,669.01 4372 Ryan, Thomas C. Executor Estate of Mary C. Ryan 1,000 $3,779.88 936 Ryzenga, Marjorie & Raymond 100 $674.88 671 Saalfrank, Charles W. Jr. 225 $1,912.50 672 Saalfrank, Susan L. IRA 85 $765.00 3140 Sadeghi, Jahangir & Mahnaz, Badihian 700 $6,037.50 769 Samowitz, Moses 22 $200.00 1846 Samuelson, Richard (a) 1,000 $3,300.00 1846 Samuelson, Richard (b) 10,000 $0.00 $0.00 3809 Sandberg, Elaine 400 $2,900.00 3811 Sandberg, Elaine 500 $6,250.00 3807 Sandberg, Steven & Elaine 300 $3,450.00 3808 Sandberg, Steven & Elaine 200 $1,400.00 3414 Sande, Earl E. (b) 2,800 $21,255.74 3413 Sande, Ruth E. 1,200 $8,753.13 1696 Sander, Wayne C. 100 $900.00 1447 Sanders, Roger J. (a) 1,000 $2,790.60 1447 Sanders, Roger J. (b) 2,000 $0.00 $0.00 4227 Sapp, Rose M. 225 $3,065.63 2455 Sather, Palmer E. & Darr Ell 100 $1,150.00 1720 Saul, Andrew 200 $6,281.00 3412 Saveraid, Steven K. 450 $4,462.50 1230 Scarbrough, Alvin & SherLean 100 $1,000.00 4821 Scarlis, John 610 $7,320.00 548 Scheel, Roy K. & Marie J. 100 $525.00 1662 Scheffler, Gertrud 300 $2,362.21 478 Schirmer, Wayne C. & Mary Tess 200 $1,800.00 2926 Schlater, Melvin L. & Patricia R 100 $1,127.50 3968 Schlichting, James 400 $1,379.00 542 Schon, Matt J. 1,000 $9,600.00 3552 Schroeder, Lee (c) 400 $3,300.00 3773 Schultz, Mary K 100 $737.50 1079 Schumann, James E. (a) 1,700 $8,724.80 4030 Schuster, Leo A. 100 $625.00 638 Schwartz, Jane E. & Amy C. 500 $1,432.50 615 Schwartz, Jennifer L. 500 $1,432.50 394 Schwei, Robert M. 1,000 $8,884.91 328 Schweizer, Frank 100 $835.00 680 Seichter, Myra M. 185 $1,986.25 1670 Shank, David W. 200 $790.35 1671 Shank, David W. 300 $1,950.00 348 Sharp, Richard P. 1,000 $8,625.00 3573 Shatto, Kirk A. 5,000 $0.00 $0.00 1476 Shea, Doris B. 100 $1,262.50 906 Sheaffer, William O. & Doreene S. 4,400 $4,767.08 1449 Shearhouse, Richard E. & S. Gale 500 $3,500.00 2489 Sheda, Anthony & Paulette (b) 5,440 $18,639.00 1171 Sheldon, A. Penn 300 $900.00 1997 Sherman, David Herschel 11 $132.00 1998 Sherman, Graham D. 11 $132.00 1996 Sherman, Jon W. 11 $132.00 1999 Sherman, Oleta B. *DISPUTED* 48 $0.00 *DISPUTED* 2000 Sherman, Oleta B. *DISPUTED* 57 $0.00 *DISPUTED* 2001 Sherman, Oleta B. *DISPUTED* 54 $0.00 *DISPUTED* 2524 Shirey, William J. 100 $1,012.50 748 Shirley Building Partnership 100 $1,222.61 1298 Short, Robert R. (Trustee for Family Trust) 100 $400.00 1299 Short, Robert R. (Trustee for Family Trust) 54 $1,000.00 547 Siedler, Thomas A. (IRA) 500 $1,892.50 455 Silcox, Carrie E. 5 $60.00 751 Silks, John M. 300 $3,065.00 2154 Sillers, John S. & MaryLou 1,000 $6,125.00 368 Silverman, Orlin E. 200 $2,500.00 4494 Simmons, Jim (b) 100 $1,275.00 628 Simon, Vincent S. 2,000 $20,495.16 878 Simone, Jack L. 100 $854.00 3410 Simons, Robert A. 800 $7,727.85 3411 Simons, Susan J. 300 $2,400.00 889 Sisters of Mercy of the Holy Cross 200 $1,250.00 3684 Sjursen, Darlyn 100 $713.00 2969 Skoglund, Lawrence J. 100 $1,250.00 1502 Slosberg, Bernard & Florence 600 $5,098.60 1358 Sloup, Lori A. 80 $600.00 1357 Sloup, Stephen L. 80 $600.00 2073 Slusser, William R. & Eleanor L. 500 $5,011.66 3476 Smiley, Richard M. & Beryl J. 400 $0.00 $0.00 3477 Smiley, Richard M. & Beryl J. 250 $2,691.75 3478 Smiley, Richard M. & Beryl J. 100 $587.50 3479 Smiley, Richard M. & Beryl J. 100 $376.50 2384 Smith, Alan 100 $425.00 1016 Smith, Alan Paul 100 $425.00 1255 Smith, Frank L. 25 $162.50 1251 Smith, Jeanne C. 66 $429.00 825 Smith, John Charles 14 $299.00 3802 Smith, Lawrence L. & Karen L. 1,000 $8,812.50 3483 Smith, Redd H. & Janet B. 200 $1,270.60 4287 Smith, Richard E. Jr. & Allison W. 100 $1,000.00 2209 Snider, Jack R 350 $3,465.00 591 Snyder, John (a) 100 $275.00 591 Snyder, John (b) 400 $0.00 $0.00 985 Socha, Jr., Stanley J & Carol H 179 $1,168.75 1674 Soffe, V.C. & Sons, Inc. 1,903 $35,000.00 2212 Solfelt, Jody Ann 200 $2,500.00 2213 Solfelt, Robert J 200 $2,500.00 808 Sound Truck Equipment, PSP 2,000 $13,616.00 3439 Spangler, Robert H. 500 $1,814.85 1584 Sparr, Nels Clifford (Revocable TR) 4,000 $13,292.35 560 Speidell, Nello J. 200 $1,625.00 708 Springan Inc. 100 $537.50 3866 Spry, Ruthagene I. 11 $132.00 1865 Squire, George V. 2,000 $10,961.70 511 St. Hilaire, Raymond J. & Gloria M. 200 $2,587.50 3937 Stack, Gary M. 100 $1,250.00 3936 Stack, Susan B. Cation 100 $1,250.00 376 Stamp, Dean B. 400 $1,187.50 1629 Stanford, Martin S. 500 $4,585.20 3723 Stapleton, David J. 1,000 $11,850.50 1002 Starup, J. Douglas 200 $2,825.00 3743 Stauffer, Melvin J 270 $2,637.75 1665 Steele, Everett E 300 $1,200.00 303 Steele, Paul E. 1,000 $3,708.35 2125 Steele, Scott P. 300 $1,912.50 2003 Steffen, Frederick Allen 100 $875.00 557 Stein, Frank 92 $1,104.00 3091 Stepanek, Steven H. (b) 500 $2,156.25 3091 Stepanek, Steven H. (c) 2,000 $0.00 $0.00 1627 Steward, Phyllis B. 100 $650.00 3409 Stewart, Chuck 600 $5,325.00 3655 Stewart, Kevin B. 100 $450.00 903 Stieber, James A. & Henrietta 100 $1,100.00 583 Stoecker, Vern & Muriel 1,000 $3,919.45 3408 Stone, Arch D. 1,100 $13,716.00 383 Stone, Harry A. 3,000 $9,567.00 655 Stordock, Dolores A. 100 $900.00 2226 Stordock, Pavim 200 $1,500.00 4317 Storti, P. Fred 100 $900.00 911 Straley, Kathy (a) 2,000 $20,125.00 3932 Strandberg, Peter B. 1,000 $8,250.00 355 Strege, Melvin A. 200 $2,643.98 1056 Stroble, Donald L. & Kenneth A. 2,000 $24,523.90 1514 Stroble, Merton & Carol 2,000 $24,523.90 459 Struble, Helen E. 400 $2,911.17 2311 Struhs, Barbara A. 400 $1,775.00 3316 Strung, Jon 100 $1,350.00 781 Stuart, Roger K. *DISPUTED* 547 $10,125.00 *DISPUTED* 3407 Sturdevant, Linda 400 $2,634.00 687 Sturges, Jonathan T. 100 $677.00 2473 Sturgis, Robert E. *DISPUTED* 2,600 $0.00 *DISPUTED* 1318 Sueoka, Mary Louise 11 $200.00 3208 Suess, Robert C. & Helen 5,000 $43,000.00 2558 Sukut, Darwin L. 100 $789.00 978 Sullivan, Paul R & Kathleen M 1,000 $6,480.00 2178 Sun Trust Bank Augusta, NA 400 $2,125.00 3198 Sundberg, Richard 500 $4,250.00 4279 Swaney, William & Wilma (b) *DISPUTED* $0.00 *DISPUTED* 3879 Swaney, William I. & Wilma E. *DISPUTED* $0.00 *DISPUTED* 443 Swaney, William I. & Wilma E. *DISPUTED* 300 $4,237.50 *DISPUTED* 3878 Swift, Patrick L. 100 $800.00 2572 Szalewski, Gregory V. & Karen L. 100 $800.00 570 Talley, Rodney W. 54 $1,885.08 1467 Tallman, William R., Sr. 100 $730.00 1591 Tangaro, June 54 $562.50 1984 Tannous, Jamil 200 $950.00 933 Taras, Chester F. Sr. 100 $562.50 3075 Tario, Gregory James 100 $812.50 2509 Thill, Brian 150 $2,062.50 567 Thomas, Joan 200 $750.00 1023 Thomas, Marian E. 200 $1,248.18 1024 Thomas, Marian E. (Louis E. Thomas, Deceased) 200 $2,573.98 1025 Thomas, Marian E. (Louis E. Thomas, Deceased) 200 $2,775.00 1026 Thomas, Marian E. (Louis E. Thomas, Deceased) 200 $2,525.00 1020 Thompson, Kent C. 400 $1,905.35 1019 Thompson, Kent C. DDS, Inc. 200 $2,098.45 1018 Thompson, Kent C. TTEE Living Trust 135 $0.00 4308 Thompson, Lucy B. 100 $875.00 1145 Thompson, Ronald O. 100 $253.00 3000 Thorp, Paul E. 100 $725.00 4416 Thuwaini, Haitham 60,000 $0.00 $0.00 1948 Toenjes, Richard D. & Barbara M. 100 $1,412.50 803 Tolman, Leon M. 416 $3,986.76 1589 Toman, Peter (a) 4,000 $0.00 2038 Toolen, John F. 30 $300.00 1193 Tootalian, Louise & S. Sam 2,000 $5,684.61 3745 Totorica, Gloria 200 $1,850.00 1596 Touchette, George F 5,000 $0.00 $0.00 3406 Trammel, Leroy O. & Maxine H. (b) 3,120 $21,882.35 4554 Trans Corp., Inc. (a) 42,500 $114,414.83 4554 Trans Corp., Inc. (b) 90,000 $0.00 $0.00 1534 Traughber, Paul 200 $1,900.00 364 Travis, James A. 250 $2,000.00 413 Tucker, Andrew S. 500 $3,005.88 1638 Tucker, Rebecca H. 200 $1,562.50 3073 Tullis, Patricia H. 100 $725.00 926 Turcotte, Clifford & Aurelia 400 $3,050.00 2328 Underwood, James A. Jr. 200 $2,500.00 3404 Union Park Methodist Scholarship Fund 500 $4,625.00 3405 Union Park Methodist VJ Fund 1,000 $9,250.00 3403 Union Park Methodist Wills Acct 1,000 $8,176.76 4041 Urschitz, Bette M 1,000 $0.00 $0.00 1125 Utah Symphony 200 $2,025.00 1112 Vaklyes, Edmond J. Jr. 400 $3,500.00 371 Valentine, Bruce 300 $2,200.00 338 Valpey, Raymond W. M.D. 1,000 $8,000.00 643 Van Amringe, Jon E. 900 $4,571.52 373 Van Pelt, Tunis C. & Sheryl S. 200 $2,500.00 437 Van Soelen, Robert 100 $1,250.00 2342 Varga, Grace E. 200 $1,575.00 2343 Varga, Stephen A. 300 $2,362.50 2990 Ventura, Anthony L. 200 $850.00 743 Verticchio, David 1,000 $6,355.00 3733 Vieburg, James S 4,400 $35,875.00 3401 Vigen, David C. (b) 200 $550.00 4144 Virgili, John A. 1,000 $2,340.00 617 Vogel, Helen L. 100 $900.00 3400 Vogen, Barbra D. 1,425 $13,162.50 3398 Vogen, Clifford S. 350 $3,281.25 3399 Vogen, Clifford S. & Barbra D. 1,200 $11,337.50 1746 Von Der Ahe, Wilfred L., Jr. 7,625 $0.00 $0.00 2933 Von Weiland, John C. 150 $999.06 1038 Vos, Ralph R. & Agnes R. 400 $2,425.55 4538 Votava, Rita A. (b) 100 $1,150.00 4552 Vuksinick, Louis M. 270 $1,923.75 732 Waddell, Gordon K. 230 $953.75 611 Wade, Nate *DISPUTED* 657 $5,282.00 *DISPUTED* 3021 Waechter, Thomas A. 300 $1,087.50 3289 Wagner, Dennis & Judith 800 $4,725.00 1630 Wagner, William S. & Paricia A. 300 $2,362.51 766 Waldemar P. Schmitz Trust 2,400 $8,020.03 4443 Walling, Greg T. 300 $2,700.00 2312 Wang, Shin Ho 300 $1,875.00 462 Wanzer, Edna *DISPUTED* 811 $0.00 *DISPUTED* 1312 Ward, H. Stan 600 $3,984.20 1356 Ward, Judith K. 500 $4,293.25 4350 Wardley, Naomi & Wagner, Pat 206 $2,460.00 1239 Warpehoski, Jerome E 100 $1,250.00 409 Wasserman, David S. 1,000 $7,620.00 620 Watanabe, Shoji 200 $1,154.00 3863 Weber, Donald L. 200 $2,725.00 2308 Weesner, John D. 3,100 $11,017.17 2929 Weiland, Robert James (b) 300 $0.00 $0.00 435 Weingartner, Gerard J. 100 $875.00 4021 Weinstock, William & Pamela F 300 $1,524.81 1931 Wells, Ralph E. Jr. 240 $3,090.00 1309 Welte, Richard F. 1,000 $9,225.00 2604 Welton, Herbert A. (a) 200 $2,500.00 1289 Werner, Ewhen & Helena 500 $0.00 $0.00 438 Wernert, Robert P. 5,000 $0.00 $0.00 633 Weymouth, James L. & Roberta S. (b) 9,400 $57,057.10 824 Whalen, Harry F. & Hilda P. (d) 1,000 $2,460.88 3847 Whalen, Robert J. 100 $1,262.50 1719 Whealen, Paul N. & Mary Jo 3,000 $23,500.00 3371 Whipple, Virginia L. (b) 1,100 $7,850.00 1831 White, Ana Josefina Aranno 1,000 $13,390.76 1583 White, Donald L & Nancy S 800 $9,122.65 616 White, Marvin A. 200 $2,500.00 1832 White, Robert Pringle 4,000 $24,573.14 1899 Whitedove, Theresa formerly Theresa Berry 15,000 $0.00 $0.00 424 Whiting, Betty L. 500 $6,250.00 3227 Wickesser, Margo Mary 300 $2,700.00 877 Wiese, Robert D. 1,000 $3,700.00 454 Wilcox Ralph L. 100 $808.25 1966 Wilking, James H. 2,000 $7,662.30 1471 Williams, Charles R. & Colette 76 $521.25 1137 Williams, Charles T. 500 $3,392.50 1138 Williams, Charles T. IRA 500 $3,392.50 4542 Williams, Dan R. 340 $4,250.00 3990 Willis, David L. 100 $900.00 2544 Willmann, Carl V. 295 $2,459.38 1978 Wilson, Martin D. & Diane D. 400 $1,600.00 886 Wilton Savings Bank (Trustee) (b) 400 $3,100.00 1552 Wineman, Edward S & Helen S 2,000 $14,104.00 3653 Wisneski, Janet 100 $542.50 2464 Wohlwend, Marcia & Steven 2,550 $27,943.75 3251 Witwer, Todd L. 350 $3,655.13 1282 Wojcik, Michael J. 100 $288.00 3359 Wolf, Melvin (a) 2,500 $11,250.00 1206 Wolfe, Barney G. & Arla 500 $4,262.50 3031 Wolfe, Samuel 300 $1,987.30 2992 Woodruff, E. Kelani 200 $1,650.00 2930 Woods, John Dr. Trustee fbo Anesthesia Associates of Westerville Prof. 500 $3,239.58 346 Workman, John H. & Ruth A. 2,000 $15,625.00 2113 Worthen, Michael J. & Dea L. 54 $648.00 596 Wu, Nancy L. 500 $2,000.00 579 Wu, Shih-Chung 1,000 $4,750.00 1005 Wurzburg, Sid 200 $994.00 2315 Wynn, Tim *DISPUTED* $0.00 *DISPUTED* 574 Wynn, Timothy D. 700 $9,485.00 1603 Yallaly, Jules G 75 $665.13 1844 Yoder, Earl M. 20,000 $0.00 $0.00 1995 Yokum, Lee (a) 3,800 $24,175.00 3457 Young, Grant L. IRA (Raymond James & Assoc) 100 $862.50 777 Zanzig, William N. & Patricia T. 1,200 $5,738.02 3363 Zeiger, Robert 233 $1,574.50 3920 Zenchak, Jonna R. Wickesser 300 $2,700.00 1545 Zepp, Timothy M 800 $2,825.00 3020 Zormier, Cloud L. 200 $1,975.00 TOTAL: 3,032,699 $7,587,223.82
- --------------- A Claim has been assigned to Access Capital. B Claim has been assigned to Argo Partners. C Claim has been assigned to Comac International NV D Claim has been assigned to Debt Acquisition Company of America E Claim has been assigned to Comac Partners LPE F Claim has been assigned to Riverside Contracting Corporation G Claim has been assigned to Credit Research H Claim has been assigned to KIA Factors I Claim has been assigned to BP Investment Recovery Partners J Claim has been assigned to NationsBanc Montgomery Securities EX-99 12 FORM OF PROMISSORY NOTES PLAN (AMENDED) EXHIBIT "J Form of Promissory Notes Referred to in Article 4.4 of Plan (Attached) PROMISSORY NOTE (Halcyon/Alan B. Slifka Management Company L.L.C., and Halcyon Offshore Management Company L.L.C.) [Up to $1,625,000.00] , 1998 -------------- Salt Lake City, Utah FOR VALUE RECEIVED, the undersigned, Bonneville Pacific Corporation ("Borrower"), a Delaware corporation and a reorganized debtor pursuant to the terms of a Chapter 11 Plan (the "Plan") confirmed by an Order entered on , 1998 in the Borrower's bankruptcy case (Bankruptcy No. 91A-27701 in the United States Bankruptcy Court for the District of Utah, Central Division) promises to pay to the order of Halcyon/Alan B. Slifka Management Company L.L.C., and Halcyon Offshore Management Company L.L.C. (collectively, "Lenders"), or Lenders' assignee, as follows: 1. PRINCIPAL AMOUNT. The principal amount of this Note is [UP TO ONE MILLION SIX HUNDRED TWENTY-FIVE THOUSAND DOLLARS ( $1,625,000.00)]. 2. INTEREST. Interest shall accrue on the unpaid principal balance of this Note at the rate of ten percent (10%) per annum beginning on the day following the Distribution Date as set forth in the Plan. 3. PAYMENTS. All principal and all interest which accrues thereon shall be due and payable one (1) year after the Distribution Date as set forth in the Plan. No interim payments of interest or principal are required. 4. PREPAYMENTS. This Note may be prepaid in part or in full at any time without penalty. Each payment shall be applied first to accrued interest and the balance to the reduction of principal. 5. PLACE OF PAYMENT. All payments required under this Note shall be made to the following address unless the Lenders give written instructions to the Borrower to change the place of payment: Halcyon/Alan B. Slifka Management Company L.L.C., and Halcyon Offshore Management Company L.L.C. Attn: John Bader 477 Madison Avenue New York, NY 10022-4702 6. CHAPTER 11 PLAN. This Note is made pursuant to Article 4.4 of the Plan (the terms of which are incorporated herein by this reference). 7. UNSECURED. This Note is unsecured. During the period in which any of this Note remains unpaid, the Borrower (but not its subsidiaries or affiliates) may not incur debt except trade debt in the ordinary course of the Borrower's business. 8. JURISDICTION AND VENUE. Any action to collect on this note may be commenced only in the United States Bankruptcy Court for the District of Utah. 9. GOVERNING LAW. The substantive laws of Utah and, to the extent applicable, the United States Bankruptcy Code, shall govern the validity, construction, enforcement, and interpretation of this Note. Dated this day of , 1998. BONNEVILLE PACIFIC CORPORATION, a Delaware corporation By: Its: PROMISSORY NOTE (Comac Partners L.P.) [Up to $1,625,000.00] , 1998 -------------- Salt Lake City, Utah FOR VALUE RECEIVED, the undersigned, Bonneville Pacific Corporation ("Borrower"), a Delaware corporation and a reorganized debtor pursuant to the terms of a Chapter 11 Plan (the "Plan") confirmed by an Order entered on , 1998 in the Borrower's bankruptcy case (Bankruptcy No. 91A-27701 in the United States Bankruptcy Court for the District of Utah, Central Division) promises to pay to the order of Comac Partners L.P. ("Lender"), or Lender's assignee, as follows: 7. PRINCIPAL AMOUNT. The principal amount of this Note is [UP TO ONE MILLION SIX HUNDRED TWENTY-FIVE THOUSAND DOLLARS ( $1,625,000.00)]. 8. INTEREST. Interest shall accrue on the unpaid principal balance of this Note at the rate of ten percent (10%) per annum beginning on the day following the Distribution Date as set forth in the Plan. 9. PAYMENTS. All principal and all interest which accrues thereon shall be due and payable one (1) year after the Distribution Date as set forth in the Plan. No interim payments of interest or principal are required. 10. PREPAYMENTS. This Note may be prepaid in part or in full at any time without penalty. Each payment shall be applied first to accrued interest and the balance to the reduction of principal. 11. PLACE OF PAYMENT. All payments required under this Note shall be made to the following address unless the Lender gives written instructions to the Borrower to change the place of payment: Comac Partners L.P. Attn: Paul Coughlin 10 Glenville St., 3rd Floor Greenwich, CT 06831 12. CHAPTER 11 PLAN. This Note is made pursuant to Article 4.4 of the Plan (the terms of which are incorporated herein by this reference). 7. UNSECURED. This Note is unsecured. During the period in which any of this Note remains unpaid, the Borrower (but not its subsidiaries or affiliates) may not incur debt except trade debt in the ordinary course of the Borrower's business. 8. JURISDICTION AND VENUE. Any action to collect on this note may be commenced only in the United States Bankruptcy Court for the District of Utah. 9. GOVERNING LAW. The substantive laws of Utah and, to the extent applicable, the United States Bankruptcy Code, shall govern the validity, construction, enforcement, and interpretation of this Note. Dated this day of , 1998. BONNEVILLE PACIFIC CORPORATION, a Delaware corporation By: Its: PLAN (AMENDED) EXHIBIT "K" [This Exhibit is Intentionally Left Blank] EX-99 13 VALUATION DISCLOSURE STATEMENT (AMENDED) EXHIBIT "2" Valuation By Bear Stearns & Co., Inc. Concerning Estimated Value of the Debtor's and Its Subsidiaries' Operating Businesses VALUATION The Trustee has been advised by Bear, Stearns & Co. Inc. ("Bear Stearns") with respect to the value of the Debtor's constituent businesses: Bonneville Pacific Services Corporation ("BPSC"), Bonneville Fuels Corp. ("BFC"), a 50% interest in Nevada Cogeneration Associates # 1 ("NCA # 1") and the Kyocera cogeneration project ("Kyocera") in San Diego, California (collectively, the "Businesses"). The range of values (which includes the present value of certain estimated future tax benefits) was estimated (as of January 1, 1998) by Bear Stearns as set forth below: ($ in millions) As of 1/1/98 VALUE RANGE Segment Low High ====================================== =========== =========== 50% Interest in NCA # 1 $37.0 $42.0 BFC 16.0 20.0 BPSC 5.5 6.0 Kyocera 1.4 1.7 Corporate Overhead (7.8) (6.4) ====================================== =========== =========== Enterprise Value $52.3 $63.3 NOL 3.0 3.0 ====================================== =========== =========== Adjusted Enterprise Value $55.1 $66.3 The foregoing valuation reflects a number of assumptions and other factors, including, among other things, the forecasts reflected in the projections provided to Bear Stearns by the Debtor's management (the "Projections") and the availability of certain net operating loss tax carry forwards. In addition, Bear Stearns assumed that: (i) the Debtor continues to own a 50% partnership interest in NCA # 1 and that all existing NCA # 1 contractual relationships remain in place; (ii) BFC operates in a "blowdown" mode in which it runs off its existing reserves and engages in no significant new exploration or development activities; (iii) BPSC continues to provide operations and maintenance services to the Garnet Valley and Black Mountain projects in accordance with the terms of the existing Operations & Maintenance Agreements (with a 50% reduction in the operating fees thereunder after year ten); and (iv) Kyocera continues to operate under the terms of the existing energy supply agreement with Kyocera America, Inc., as amended. Bear Stearns also considered, among other things, developments relating to the settlement of curtailment issues between NCA # 1 and Nevada Power Company and recent acquisitions by BPSC. In preparing a range of estimated values, Bear Stearns: (a) received certain historical financial information regarding the Businesses, (b) received certain internal financial and operating data of the Businesses, including the Projections, (c) met with certain members of senior management of the Debtor to discuss the Businesses' operations and prospects, (d) reviewed publicly available financial data and considered the market values of public companies that Bear Stearns deemed generally comparable to the Businesses, (e) reviewed the financial terms, to the extent publicly available, of certain acquisitions of companies that Bear Stearns deemed generally comparable to certain of the Businesses, (g) visited certain facilities owned by the Businesses and (h) reviewed certain analyses prepared by other firms retained by the Debtor and conducted such other analyses as Bear Stearns deemed appropriate. Although Bear Stearns conducted a review and analysis of the Businesses' operating assets and liabilities, and business plans, Bear Stearns assumed and relied on the accuracy and completeness of all: (i) financial and other information furnished to it by the Debtor and by other firms retained by the Debtor and (ii) publicly available information. In addition, Bear Stearns did not independently verify the assumptions underlying the Projections in connection with such valuation, and no independent evaluations or appraisals of the assets of the Businesses were sought or were obtained in connection with such valuation, and no independent evaluations or appraisals of the assets of the Businesses were sought or were obtained in connection therewith. In valuing the net operating loss carry forwards estimated to be generated by payments to certain stakeholders in connection with the Debtor's reorganization (the "NOL"), Bear Stearns assumed (as per advice of the Trustee's tax counsel) and (i) pending resolution of certain factual and legal questions, approximately $1 million of NOL will be available for utilization each year and (ii) the useful life of the NOL is twenty years. Estimates of value do not purport to be appraisals, nor do they necessarily reflect the values that might be realized if assets were to be sold. The estimates of value prepared by Bear Stearns assumes that the Debtor continues as the owner and operator of the Businesses and their assets. Such estimates were developed solely for purpose of formulation and negotiation of a plan of reorganization and analysis of implied relative recoveries to creditors thereunder. Such estimates reflect computations of the estimated value of the Businesses through the application of various valuation techniques and do not purport to reflect or constitute appraisals, liquidation values, or estimates of the actual market value that may be realized through the sale of any securities to be issued pursuant to the Plan, which may be significantly different from the amounts set forth herein. The value of an operating business is subject to uncertainties and contingencies that are difficult to predict and will fluctuate with changes in factors affecting the financial conditions and prospects of such a business. As a result, the estimate of the range of values set forth herein is not necessarily indicative of actual outcomes, which may be significantly more or less favorable than those set forth herein. Because such estimates are inherently subject to uncertainties, neither the Trustee, the Debtor, Bear Stearns, nor any other person assumes responsibility for their accuracy. Depending on the results of the Businesses' operations or changes in the financial markets, the range of values for the Businesses as of the Confirmation Date may differ from that disclosed herein. In addition, the valuation of newly-issued securities is subject to additional uncertainties and contingencies, all of which are difficult to predict. Actual market prices of such securities at issuance will depend upon, among other things, prevailing interest rates, conditions in the financial markets, the anticipated initial securities-holding of prepetition creditors, some of whom may prefer to liquidate their investment rather than hold it on a long-term basis, and other factors that generally influence the prices of securities. Actual market prices of such securities may also be affected by the Debtor's history in Chapter 11 or by other factors not possible to predict. Accordingly, the foregoing estimated range of values does not necessarily reflect and should not be constructed as reflecting, values that will be attained in the public or private markets. The estimated range of value does not purport to be an estimate of the post-reorganization market trading value of securities issued pursuant to the Plan. Such trading value may be materially different from the value ranges disclosed herein. Indeed, there can be no assurance that a trading market will develop for any of the securities issued pursuant to the Plan. EX-99 14 BUSINESS PLAN DISCLOSURE STATEMENT (AMENDED) EXHIBIT "3" Business Plan Prepared by Current Management BUSINESS PLAN - --------------------------------------------------------------------- Bonneville Pacific Corporation 50 West Broadway, Suite 300 Salt Lake City, UT 84101 TABLE OF CONTENTS DISCLAIMER . . . . . . . . . . . . . . . . . . . . . . . . . . . i OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . ii BUSINESS PLAN Introduction. . . . . . . . . . . . . . . . . . . . . . . . 1 Mission . . . . . . . . . . . . . . . . . . . . . . . . .. 2 Synergy . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Key Success Factors . . . . . . . . . . . . . . . . . . . . 8 Future Value of the Company . . . . . . . . . . . . . . . . 11 Management and Organization of BPC. . . . . . . . . . . . . 11 OIL & GAS Company Description . . . . . . . . . . . . . . . . . . . . 13 Mission . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Industry Analysis. . . . . . . . . . . . . . . . . . . . . 14 Strategy . . . . . . . . . . . . . . . . . . . . . . . . . 15 The Competition. . . . . . . . . . . . . . . . . . . . . . 18 Operations . . . . . . . . . . . . . . . . . . . . . . . . 19 Management and Organization. . . . . . . . . . . . . . . . 24 Risk Factors . . . . . . . . . . . . . . . . . . . . . . . 25 POWER GENERATION Electric Power Generation. . . . . . . . . . . . . . . . . 30 Power Generation Goals . . . . . . . . . . . . . . . . . . 31 Industry History & Analysis. . . . . . . . . . . . . . . . 31 The Target Market. . . . . . . . . . . . . . . . . . . . . 32 Strategy . . . . . . . . . . . . . . . . . . . . . . . . . 33 Development. . . . . . . . . . . . . . . . . . . . . . . . 34 The Competition. . . . . . . . . . . . . . . . . . . . . . 35 Power Generation Assets. . . . . . . . . . . . . . . . . . 37 Risk Factors . . . . . . . . . . . . . . . . . . . . . . . 45 APPENDIX Table 2 "Historical View - Sources of Cash". . . . . . . . i Table 2a "Projected - Sources of Cash" . . . . . . . . . . ii Tables 2(b-d) Source Numbers for Tables 1(a-d) . . . . . . . iii Power Project Assumptions. . . . . . . . . . . . . . . . . . iv Corporate Entities . . . . . . . . . . . . . . . . . . . . . v Definitions. . . . . . . . . . . . . . . . . . . . . . . . . vi Resumes. . . . . . . . . . . . . . . . . . . . . . . . . . . x This Business Plan prepared by current management, the Disclosure Statement and the Plan, including the information incorporated by reference therein, contain various forward- looking statements and information that are based on current management's beliefs and assumptions, as well as information now available to current management. Without limiting the generality of the foregoing, the words "believe," "anticipate," "intend", "estimate," "project", "expect" and similar expressions, as sometimes used in the Business Plan, Disclosure Statement or the Plan, are intended to identify forward-looking statements. All forward-looking statements and information in this Business Plan, the Disclosure Statement and the Plan are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and are intended to be covered by the safe harbors created thereby. Claimants, equity holders and other readers are cautioned that all forward-looking statements involve risks and uncertainties including, without limitation, the factors set forth under the caption "Risk Factors" in this Business Plan and the Disclosure Statement. Although current management believes that the assumptions underlying the forward-looking statements contained in this Business Plan, Disclosure Statement or the Plan are reasonable, any of the assumptions could be inaccurate, and therefore there can be no assurance that such forward-looking statements will prove to be accurate. In light of the significant uncertainties inherent in such forward-looking statements, the inclusion of such information should not be regarded as a representation by the Debtor, the Estate, the Trustee, the Trustee's Professionals, the Reorganized Debtor, current management or any other person that the objectives and plans of the Reorganized Debtor will be achieved. THIS BUSINESS PLAN IS PREPARED BY THE CURRENT MANAGEMENT OF THE DEBTOR OR ITS OPERATING SUBSIDIARIES. THE BUSINESS PLAN REFLECTS THE TYPE OF FUTURE BUSINESS FOR THE REORGANIZED DEBTOR THAT WOULD BE OPERATED IF CONDITIONS REMAIN UNCHANGED AND IF CURRENT MANAGEMENT WERE TO DIRECT THE FUTURE BUSINESS OPERATION OF THE REORGANIZED DEBTOR. HOWEVER, THE REORGANIZED DEBTOR'S FUTURE BUSINESS OPERATION IS TO BE DIRECTED BY AN INDEPENDENT BOARD OF DIRECTORS. ACCORDINGLY, SUCH INDEPENDENT BOARD, IN THE EXERCISE OF ITS BUSINESS JUDGMENT, MAY CHOOSE NOT TO FOLLOW THE RECOMMENDATIONS OF CURRENT MANAGEMENT AND THEREFORE THE FUTURE BUSINESS OPERATIONS OF THE REORGANIZED DEBTOR MAY DIFFER SIGNIFICANTLY FROM THE FUTURE BUSINESS OPERATIONS DISCUSSED IN THIS BUSINESS PLAN. Page I OVERVIEW Bonneville Pacific Corporation, "Bonneville or BPC", is in the energy business. The energy industry is changing and Bonneville believes that economic opportunities come from change. Existing knowledge, stable future cash flows and the ability to quickly respond to change give Bonneville an advantage as the Company pursues growth. The Company's vision is to establish itself as a valued industry partner by providing solutions to energy needs through development of oil and gas reserves and electrical generating facilities. Bonneville intends to succeed in the changing energy market by providing supply and management of energy needs and establishing the Company in the energy management business. Bonneville is an independent energy producer focused on maximizing returns on invested capital by investing in and operating energy- related assets. The size of the Company allows it to focus on smaller projects and still realize attractive rates of return on invested capital. Because of the diversity of both the Company's experience and opportunities, the Company believes that it is able to provide investors an avenue to own a portfolio of energy related assets that are expected to generate positive cash flow with the objective of reinvesting 100% of cash flow into energy related opportunities. Bonneville is in the oil and gas business, and intends to continue to develop existing productive assets and focus on developing oil and gas production capabilities. Bonneville will utilize its existing geologic knowledge base to prospect for oil and gas in promising areas. Bonneville expects to increase oil and gas production by targeting, through the use of advanced technologies, older reservoir basins where reserves may have been overlooked. The Company expects to direct the bulk of its capital investment over the next two years into oil and gas production assets. Bonneville is also in the power business. Its primary power asset produces stable cash flow from a long-term power sales contract. Bonneville believes the greatest opportunities in power development for the Company currently exist in Mexico. Changes in Mexican regulation now allow independent projects to be developed. Growth in power demand as the economy develops and the lack of internal resources creates an environment where Mexico welcomes this type of development. The need is particularly great in the emerging industrial sector. The Company's size is suited to developing small cogeneration facilities at industrial sites in Mexico. The synergy that exists between Bonneville's operating assets and employee resources provide Bonneville with a unique competitive advantage. The changes coming to electric retail competition in the U.S. are expected to create new opportunities to maximize the value of existing assets using the Company's operating and marketing knowledge. Bonneville's participation in both the oil and gas and power generation businesses provides Bonneville with an attractive range of competing investment opportunities. Each section of this Business Plan and the Disclosure Statement should be read carefully as they contain additional discussion about the Company's assets and the risks inherent in the energy business. Readers are cautioned that all forward-looking statements involve risks and uncertainties including, without limitation, the factors set forth under the caption "Risk Factors" in this Business Plan and the Disclosure Statement. Page ii BUSINESS PLAN 1. Introduction Bonneville Pacific Corporation, hereinafter "Bonneville or BPC", and its wholly owned subsidiaries (Bonneville Fuels Corporation and Bonneville Pacific Services Company, Inc.), together hereinafter the "Company", are diversified energy companies engaged in the energy business. BPC is a Delaware corporation based in Salt Lake City, Utah. The Company is qualified to do business and has operations, through either BPC or its subsidiaries, in several western states and Mexico. The Company has activities in the following areas: 1) the exploration for and development of U.S. oil and gas reserves; 2) the ownership and development of power generation facilities; and 3) providing energy related operations and management services. Drawing illustrating synergistic relationships here. Bonneville Pacific Corporation's Synergistic Relationships The Company's participation in the industry is typically directed through subsidiaries of Bonneville Pacific Corporation. These subsidiaries and their relationships are outlined in this section of the Business Plan. The oil and gas production and the power generation businesses of the Company are described in greater detail in other sections of this document. An organization chart for the Company, with its active subsidiaries, is contained at the end of this section. A listing of the corporate entities and a glossary of terms is contained in the Appendix to this Business Plan. Page 1 Oil and Gas Production Exploration, development and acquisition of U.S. oil and gas properties is conducted through Bonneville Fuels Corporation (BFC), a wholly owned subsidiary. BFC is an oil & gas exploration and production company with 25 billion cubic feet equivalent (Bcfe) of natural gas and oil reserves in the western United States. BFC is the operator for over 70% of its SEC PV10 value, and operates wells in the San Juan and Permian Basins in New Mexico, and the Piceance and Uintah Basins in Colorado and Utah and has interests in wells in the Permian Basin in Texas and the Mid-Continent Basin in Kansas. Power Generation The ownership and development of power generation facilities occurs in the following companies: A. Bonneville Nevada Corporation (BNC), a wholly owned subsidiary, has a 50% ownership interest in the Nevada Cogeneration Associates #1 (NCA#1) facility, an 85 megawatt (MW) power generation facility located approximately 15 miles northeast of Las Vegas, Nevada. B. BPC owns a 100% interest in the Kyocera facility, a 3.2 MW power generation facility in San Diego, California. C. Bonneville Pacific Services Company, Inc. (BPS), a wholly owned subsidiary, owns a 51% interest in CONAV, a Mexican corporation which owns a 4 MW power generation project under construction in Navojoa, Sonora, Mexico. Fuel and Energy Management Services and Power Project Operation and Maintenance. A. Fuel and energy management services are provided primarily to non affiliated parties through Bonneville Fuels Management Corporation (BFMgt), a wholly owned subsidiary of BFC. B. Power generation, operations and maintenance services are provided to affiliates and to non-affiliated parties through Bonneville Pacific Services Company, Inc. (BPS). 2. Mission The Company's mission is to own, develop and acquire, and to operate where appropriate, oil and gas reserves, to own, operate, maintain, develop and acquire generating capacity, and to manage energy requirements for commercial and industrial consumers. Page 2 The Company believes that opportunities exist in these business areas both in the U.S. and worldwide. The Company recognizes that opportunities exist for BFC, through current inventories of viable locations and available leases, for drilling new wells and recompleting existing wellbores. The demand for competitively priced power, in the U.S. and in Mexico, and the deregulation of the power industry now taking place in the U.S. and Mexico results in new opportunities for development and management of generation assets. The Company believes that opportunities to develop oil and gas reserves and electrical generation will allow the Company to invest cash flow from current operations, enable the Company to utilize prior net operating losses (NOL's), and earn an expected 15% to 25% rate of return on activities in which the Company invests. BPC's objectives are to double the Company's oil and gas reserves and more than double net generating capacity and net income to the Company by the end of the year 2002. In order to meet these objectives, BPC must: - Invest cash flow from current operations into existing and newly discovered projects - Retain $3.0MM in initial working capital and approximately $3.75MM in additional settlement dollars which are scheduled to be received in 1998. Most of the settlements are scheduled to be received before the reorganization is likely to take place. - Preserve and utilize the valuable NOL carry forward. The Company projects that the benefits from this course of action over the next approximately four years will include: - Growing the Company's total cash flow from operations, exclusive of borrowings and settlements, from the 1998 rate of $8.30MM/yr to a rate of $18.84MM/yr (21.3% compounded annual growth rate) - Increasing Proved Producing oil and gas reserves from 25 Bcfe to 46 Bcfe (13% compounded annual growth rate) - Increasing generating assets from 92.2 MWs gross (47.7 MWs Net) to 152.2 MWs gross (107.7 MWs Net ) (22.6% compounded annual growth rate) - Retaining additional cash flow through use of a portion of its NOL The Company intends to accomplish the above stated goals by investing cash flow generated from assets along with prudent levels of borrowing into a portfolio of energy related investments with an emphasis on building value. The success of this strategy will be demonstrated by the growth of the Company's value as reflected by an increase in cash flow and earnings. The assumptions utilized in the creation of the following chart and all of the other charts and tables contained in the Appendix to this Business Plan are based on projections and assumptions by the management of the Company and contain forward-looking statements. There can be no assurance that any future projects will be constructed, or that any contracts for additional projects will be signed. The oil and gas section and the development portion of the power generation section should be read in their entirety since they contain additional information on the assumptions used to generate the projections contained in the charts and tables. Page 3 Tables 1 (a, b, c & d) on pages 5 and 6, show cash sources and uses which are currently projected to be generated by the reorganized company either through operations or borrowing, and available for investment. Supporting documentation containing historical and projected sources and uses of cash can be found in the Appendix to this document. Table 1 (a) "Reorganized Oil & Gas Sources" shows the expected cash sources from existing producing wells on acreage held by BFC, including energy management margins, and cash flow from new development on existing acreage plus new activity. Projected cash uses which represent BFC's capital expenditures on development drilling, land acquisition, exploratory drilling, debt repayments and acquisition costs are shown in Table 1 (b) "Reorganized Oil & Gas Uses". Table 1 (c) "Reorganized Power Cash Sources" shows the expected cash sources from the Company's interest in the following existing power projects: NCA#1, Kyocera, and CONAV, a 4 MW cogeneration facility in Mexico that is expected to come on-line before the reorganization is expected to take place. This category also includes fees to BPS for operation of the existing NCA#1 and NCA#2 and Kyocera projects. The "Future Power" category on Table 1 (c) shows the projected income and fees from three future projects. It is assumed that the projects will be financed using 50% Equity and 50% debt. The revenue from future power is net of debt, interest and other project related expenses. The debt is expected to be carried on a project-by-project basis and is not included on the following table. Future power also includes projected income to BPS for management and operation of additional Cogeneration facilities. Table 1 (d) "Reorganized Power Cash Uses" shows the projected uses of the revenues generated. These tables should be read in conjunction with Tables 2 (b) and 2(c) contained in the Appendix to this document. Page 4 Table 1(a) here Reorganized Oil and Gas Cash Sources ($) Table 1(b) here Reorganized Oil and Gas Cash Uses ($) Page 5 Table 1(c) here Reorganized Power Cash Sources ($) Table 1(d) here Reorganized Power Cash Uses ($) Page 6 3. Synergy The Company's performance is expected to be enhanced by capitalizing on the synergy created by being actively involved in the ownership, development and operation of oil and gas reserves and power generation assets. Having managers and assets in distinctly different, but complimentary, businesses allows the Company to; 1) access information that makes the Company more effective in operating the core businesses; 2) enjoy a more stable cash flow than non-hedged competitors; 3) identify and act upon opportunities that less diversified competitors may not yet recognize; and 4) use Company assets to seize arbitrage opportunities. This synergy manifests itself in the following ways: Participating in the oil and gas business provides the Company, 1) short and long-term producer price expectations; 2) fuel and transportation expertise from the wellhead to the burner tip; and 3) assessment of supply and transportation reliability. All of these skills are critical to the success of new power project development and minimizing operating costs for existing power operations. The power generation business provides, 1) alternative marketing outlets for oil and gas production which can be converted into, and sold as, electricity; 2) potential markets for BFC's oil and gas production and commodity marketing services; 3) current information on power generation, customer demand and price expectations; and 4) potential swing demand or supply options during periods where sharp price movements in electricity and gas make it economical to reduce electrical generation and sell gas on the market or increase generation to capture extra value from the conversion of gas into electricity. Owning the type of oil and gas resources that are consumed in the power generation business creates a natural hedge. Since fuel is the major component in the cost of producing electricity, a less expensive gas supply leads to a greater profit margin from the generation of electricity. During periods when natural gas prices are low, a portion of the income lost in natural gas production is replaced by increased profits in power generation. The NCA#1 facility has the opportunity to enjoy improved operating margins during periods of low natural gas prices. The gas supply contracts contain a provision for minimum and maximum purchases. The maximum purchase under the contract provides for the full supply requirements of the project. However, during periods when spot gas prices are lower than the gas prices under the long-term contracts, the contracts provide the flexibility of allowing the project to purchase a portion of their gas supply (approximately 17%) on the open market at spot gas prices. This benefits the facility by lowering the overall gas cost. This interdependence between gas and electricity provides BPC potential upside and a natural hedge against the reduced cash flow that is experienced by the oil and gas business during periods of low gas prices. Oil and gas assets usually provide high levels of initial cash flow which decline due to the natural depletion of wells. Oil and gas assets generally exhibit a higher level of pricing volatility. In contrast, the power generation facilities owned by the Company are long-lived assets that generate a relatively steady and predictable cash flow over time. Grouping these assets together tends to stabilize cash flow and income, which provides the Company a distinct competitive advantage when compared to some other oil and gas producers. The synergy between the Company businesses is further amplified through the ability of the managers of the Company to supply specific current market information, and therefore provide insight and assistance in managing the cash flow from the Company's key assets. A prime example of this is achieved when the Company uses knowledge and information gained in operating and maintaining a wide variety of facilities to assist in the design of new projects. This operating experience is valuable in specifying and building a project that will be able to be operated and maintained efficiently, and also provides unique insight into the negotiation of contracts with purchasers of energy and vendors who supply the project. The resulting information is translated into value for both the Company and the customer. Page 7 During 1997, month-to-month contracts allowed both Nevada Power Company (NPC) and the NCA#1 project to benefit from spark spread opportunities. Spark spread refers to arbitrage opportunities between electricity and gas prices. Differentials between the spot market price of gas and electricity create an opportunity for additional profit for the Company. It is expected that this practice will continue as additional opportunities present themselves in the future. Both the gas and electric industry are evolving from markets that were highly regulated into markets that are less regulated. These markets are expected to respond more quickly to change. The synergy of the Company's vertically integrated asset pool should allow the Company to take advantage of options that are not available, or as apparent, to less diversified competitors. These opportunities to buy or sell in response to changes in markets let the Company capture incremental profits using established assets and contractual rights. 4. Key Success Factors The Company believes that its complementary business assets and active management represent a unique business platform that is capable of significant growth utilizing cash flow from operating assets combined with moderate levels of borrowing. Key success factors to achieving these goals are: - Employees - Business Assets - Unique Opportunities The Company expects that the value of existing assets can be maximized through management's knowledge and active participation in all facets of the energy business. It is anticipated that shareholder value can be enhanced through the use of the Company's cash flow and capital structure to provide capital to invest in available and developing opportunities. The Company expects to continue identifying opportunities to add oil and gas reserves, generation assets, customers and new products. - Employees. The Company's employees are well trained and experienced in all facets of the oil and gas and the power generation industry. This experience, along with a concentrated focus on its primary assets, provides the Company with a competitive advantage in pursuing its main businesses. Members of the Company's management team have an average of 20 years of experience in all aspects of their respective industries. The Company has implemented oil and gas production Page 8 enhancement plans, developed and implemented drilling programs, generated drilling prospects and completed workovers and well recompletions in basins where the Company is active. The Company has developed, built, fueled and operated a variety of power generation projects. The employees' detailed understanding of power generation facilities, labor, operating sensitivities, permitting and other operating issues enables the Company to operate current assets and oversee new projects from development and design through construction to operation. These abilities allow the Company to control its assets. The senior managers of the Company are: Clark M. Mower has been President of Bonneville Pacific Corporation (BPC) since January of 1992 and a member of the Board of Directors since March of 1992. He also serves as Chairman of the Board of Directors, or as the sole director, for the wholly owned subsidiaries of the Company, and serves on the Management Committee for NCA#1. He has been employed by the Company since 1988. Mr. Mower has 25 years of experience in energy-related businesses. Steven H. Stepanek has been President of Bonneville Fuels Corporation (BFC) and on the Board of Directors of BFC since January of 1994. From December of 1991 to December of 1993, Mr. Stepanek served as General Manager for BFC. Mr. Stepanek also serves on the Management Committee for NCA#1. He has been employed by the Company since 1989. Mr. Stepanek has 16 years of experience in the oil and gas business. Todd L. Witwer has been President of Bonneville Pacific Services Company, Inc. (BPS) since July 1993 and on the Board of Directors of BPS since December 1992. From December of 1991 to December of 1992, Mr. Witwer served as General Manager of Operations for Bonneville Pacific Corporation. From January 1993 to July of 1993, Mr. Witwer served as Vice President of BPS. He has been employed by the Company since 1988. Mr. Witwer has 21 years of experience in energy-related businesses. - Business Assets. Through aggressive but prudent use of the Company's existing platform of assets over the next several years, the Company expects to increase the asset base and earnings to gain recognition in publicly traded markets. The Company's principal business assets are: Oil & Gas. The Company owns 100% of BFC, an oil and gas exploration and production company with 25.5 Bcfe of natural gas and oil reserves in the western United States. BFC's activities are focused in the Piceance Basin of western Colorado and eastern Utah, the San Juan Basin of northwestern New Mexico, the Permian Basin in southeastern New Mexico and west Texas, and the mid- continent Basin in Kansas. BFC owns interest in approximately 204,000 gross (135,000 net) acres in these basins. The properties, which typically contain multiple productive geologic formations and zones, are located in fields with established production histories. Page 9 As of December 31, 1997, BFC's proved reserves, as estimated by its independent petroleum engineers, Ryder Scott Company, had a pre-tax SEC PV 10 value of $19.6 million. As of December 31, 1997, BFC owned interests in 349 gross (172 net) wells and operated 183 of those wells. The operated wells represent approximately 70% of BFC's SEC PV 10 value. Power Generation. The Company has an interest in two operating cogeneration facilities which include: 1) a 50% interest in the NCA#1 facility, an 85 MW power generation facility located approximately 15 miles northeast of Las Vegas, Nevada; and 2) a 100% interest in the 3.2 MW inside-the-fence Kyocera cogeneration facility in San Diego, California. BPC, through BPS, owns 51% in CONAV, a Mexican corporation, which owns a 4 MW power generation project under construction in Mexico which is expected to begin commercial operation in the second quarter of 1998. BPS profitably operates and manages facilities owned by BPC and outside parties. BPC owns or controls a number of opportunities to expand its power generation assets and is active in developing additional sites. Due to its ownership and experience in the United States and Mexico, the Company intends to concentrate its efforts on these two markets for the foreseeable future. Other Assets. The Company's other significant asset is an NOL, which may be partially carried forward to offset future income tax obligations. Use of the NOL is subject to complex tax rules and may be limited. Even though there may be limitations on the future use of NOL's, the opportunity to reduce future tax liabilities, and therefore retain operating income to reinvest in the Company's inventory of projects, is a valuable asset. - Unique Opportunities. Other potential opportunities for the Company include the following: Oil & Gas - Eight identified, economically viable, new well locations on existing acreage - Seven identified recompletion opportunities in existing wellbores - Up to six potentially viable wells waiting on pipeline connection - Five prospect locations on controlled acreage in central and southwestern Kansas Power Generation Through NCA #1, the Company may be able to participate in the : - Sale of 10 MW of unused capacity at NCA#1 - Expansion of up to 25 MW of additional power production utilizing existing infrastructure at NCA#1 - Increased utilization of "spark spread" concepts to increase cash flow Page 10 The Company may also participate in: - Expansion of Kyocera from 3.2 MW up to 6.0 MW - Development of additional projects in Mexico 5. Future Value of the Company The common stock of the Company is expected to continue to be publicly traded after emergence from bankruptcy. It is also expected that the value of the Company, as perceived by the investment community and reflected in the stock price, will be based on Company fundamentals such as revenue, cash flow, earnings, book value, reserve value, the status and trends of the energy industry, and other investor sentiments. Shareholder value can be maximized by use of the Company's asset base by investing in business opportunities suited to, and utilizing, the synergy inherent in the Company's businesses and management expertise. As stated earlier in this document, the Company's objectives include the goal of doubling the oil and gas reserve base and the net power generating capacity by the end of the year 2002. It is expected that growth of this magnitude will be reflected in the stock price in a positive manner. The Company believes that the value of the existing assets is enhanced by keeping the business groups together and utilizing the synergy and cash flow generated by the Company's asset base to grow and thus increase value for shareholders. 6. Management and Organization of BPC An organizational chart is located on the following page. Page 11 Bonneville Pacific Corporation and Subsidiaries Organizational Chart here. Page 12 OIL AND GAS 1. Company Description. Bonneville Fuels Corporation (BFC) is a Colorado corporation with its principal offices located in Denver, Colorado. It is a wholly owned subsidiary of Bonneville Pacific Corporation. BFC concentrates its activities in areas in which it has accumulated detailed geologic knowledge and developed technical expertise. BFC has developed and continues to build on its interests in the Piceance and Uintah Basins in northwestern Colorado and eastern Utah, the San Juan Basin in southeast New Mexico and the Permian Basin in New Mexico and western Texas. In an effort to increase its oil reserves and production and reduce its reliance on natural gas in the Rockies and southwest, BFC has begun to acquire interests in and is engaged in several exploration projects in central and southwestern Kansas. During 1997, BFC's total production was 3.4 Bcfe, which consisted of 89% natural gas and 11% crude oil. At December 31, 1997, BFC's estimated proved reserves were 25 Bcfe with an implied reserve life of 7.3 years based on 1997 production. BFC's 1997 year-end reserve report SEC PV10 value is $19.6 million. BFC, through its wholly owned subsidiary, markets the majority of its own oil and gas production from the wells that it operates. In addition, BFC engages in natural gas trading activities, which involve purchasing gas from third parties and selling gas to other parties at prices and volumes that management anticipates will result in profits to BFC. Through these trading activities, BFC obtains knowledge and information that enables it to more effectively market its own production and assist BPC in the management of its core generation assets. 2. Mission Bonneville Fuels Corporation's mission is to generate growth in reserves, production, earnings and cash flow through exploration, development and selective acquisition of oil and gas properties. BFC's objective is to double its reserve base within approximately a five-year time frame in support of BPC's overall corporate goals and to assist BPC in its efforts to grow and hedge its power generation assets. The management of BFC believes that it has adequate cash flow to develop its inventory of drilling locations, development projects, and to complete selective acquisitions while earning an overall rate of return of between 15-25% on its capital expenditures. In addition, BFC believes it can assist the Company by efficiently investing $5 million of cash generated by the NCA#1 power project into oil and gas projects over the next two years. Page 13 3. Industry Analysis Commodity Price Outlook - Gas Markets. Natural gas supply and demand in the U.S. are tightly balanced. Demand is driven by both weather and industrial output and regional differences in price are exhibited most strongly as weather patterns change. The outlook for demand growth remains favorable; however, the current delivery system is running at or very near capacity in certain parts of the country, but remains adequate in most areas of the southwestern U.S. Recent pipeline expansion has impacted the market as new capacity from west to east has reduced price differentials. New capacity and supply from Canada will tend to reduce Gulf Coast prices in the future. These market shifts are expected to reduce the price that BFC receives for gas in the Permian Basin, increase the price in the Rocky and San Juan Basins and reduce the volatility of the basis differentials to Henry Hub. Low storage levels at the outset of the 1997 summer cooling season kept the market tight into the peak 1997 electrical generation, storage injection and heating seasons. The natural gas industry appears to be on a treadmill trying to offset production declines. Much of the recent drilling activity has been concentrated in areas characterized by high initial flow rates then rapid declines (i.e. Gulf of Mexico). Following the extreme volatility of the 1996/1997 heating season and the above average volatility of 1997/1998 winter heating season, producers and consumers now expect sharp event-driven price swings related to weather. Commodity Price Outlook - Oil Markets. While global oil demand remains strong, U.S. oil prices are driven by international pricing forces. The International Energy Agency (IEA) forecast worldwide demand growth of 2.6% in 1997. Iraq's resumption of exports combined with over production by OPEC members have contributed to price softness at the end of 1997 and early 1998. Recent announcements of production cutbacks by OPEC members and non-members have caused a slight firming in prices. Most industry analysts expect crude oil to remain in the $13.00/bbl to $19.00/bbl range. NYMEX WTI prices have moved within that range during early 1998. Distribution Channels. The oil and gas industry supply and distribution channels are mature. Recent changes relate to supply and distribution of natural gas in the U.S. Interstate natural gas pipelines were deregulated by the federal government and were forced to unbundle and separately price any services offered while offering those services on a nondiscriminatory basis to any party. These rule changes allow gas producers to sell production directly to end-users. Gas producers can also sell production to marketers. The change in regulation spurred the formation of natural gas marketing companies. These marketing companies, acting as middlemen between end users and producers, are now experiencing a consolidation as margins in transactions decline and efficiencies of scale are required to remain competitive. Oil production is generally sold to a marketing entity that aggregates and transports oil production from the wells in an area. Financial and Risk Considerations. The oil and gas business is a commodity business where the sales price of oil and gas is governed by global and regional supply and demand constraints. (See additional risk factor discussion in Section 8.) Since producers have little control of sale prices, fluctuations in price cause cash flow and income to be highly volatile. This Page 14 volatility rewards producers with low finding and operating costs relative to their competitors in the industry. Producers with high levels of debt are hurt during periods of low price because free cash flow can be significantly reduced. Producers use a combination of free cash flow, debt and equity to grow and expand reserves. During periods of low prices, producers are less able to spend the capital dollars necessary to replace and increase production. Since many wells experience a 10% to 30% decline per year, the production community is forced to reinvest in new wells or suffer reduced production volumes in the future. Exploratory drilling programs expose companies to higher levels of financial risk than development drilling programs. Companies must manage their interest in any one well or drilling program to insure that one dry hole or a string of dry holes does not degrade the financial health of the company. Companies address this risk by sizing their exploratory drilling programs so that poor success or success late in the program does not expose the company to financial difficulty. This "sizing" is determined by factors which include: the cost to acquire acreage, drilling costs, working interest percentages taken in any given well or program and the overall size of the expected reserves being sought. Technology. Declining costs and ready availability of new technology has allowed new techniques to be rapidly adopted by the industry. The use of 3D seismic to provide greater definition of reservoirs before drilling, improved fracturing technology and computer modeling techniques to minimize reservoir damage have all led to lower finding costs. Use of horizontal drilling technology has also proven to be a viable and economic alternative in some situations where it can increase production rates and reduce the number of wells required to drain a reservoir. Finally, effective and timely use of information technology has allowed technical staffs to manage a greater number of properties. 4. Strategy Production Growth Strategy. BFC's business strategy over the next two years is to use cash flow from its existing assets plus $5 million of additional cash dividended by the NCA#1 power project along with prudent levels of borrowing to generate growth in reserves and production through exploration, development, and selective acquisition of oil and gas properties in those geographical areas in which BFC is active and possesses expertise. This strategy is implemented as follows: Efficient and economical management of existing assets. One of BFC's primary goals is to maximize the value of its existing assets. BFC has approximately 204,000 gross (135,000 net) acres of land in inventory, 10 to 20 locations to be drilled depending on gas prices, several wells waiting on pipeline connection, numerous recompletions under review, and various daily operational projects, all of which are under review and evaluation. As an example, BFC connected 9 wells in 1997 moving shut in reserves to cash flow producing assets. As another example, some of BFC's acreage in the Permian Basin is now prospective due to very successful results relating to new wells and recompletion efforts on adjacent acreage. Operating agreements have been signed and drilling started Page 15 early in 1998. These opportunities occur regularly, and BFC makes every effort to capitalize on them as they occur. Conservative Debt Structure. BFC's target capital expenditure levels are dictated by cash flow generated from operations supplemented with prudent levels of debt secured by oil and gas properties. BFC attempts to balance its desire to grow quickly with a conservative view toward adding large amounts of debt relative to underlying reserve value. In making those calculations, BFC looks at projected cash flow using a "low price" case to insure that debt levels can be serviced if prices fall sharply. This approach protects BFC from having to sell assets at low points in the pricing cycle to satisfy lender requirements. Exploration and development - A balanced approach. BFC's reserve growth philosophy is that BFC must be effective in finding low cost reserves, and that BFC must be economically efficient in producing such reserves. BFC adds to its reserve base in several ways: - Drilling - exploration and development - Selective acquisition of oil and gas properties - Implementation of both new and old technology in the development of additional oil and gas reserves as appropriate. BFC's goal for reserve growth is to achieve a more balanced portfolio of oil and gas reserves. Currently BFC's reserves are approximately 85% gas and 15% oil based on projected revenues. BFC's goal is to increase oil reserves disproportionately to gas reserves in order to achieve a more balanced mix. BFC also believes in a balanced approach with respect to methods and resources used to build reserves. BFC's 1998 capital budget directs resources into the following areas: - Exploitation and Development Activities - New Exploration Activity - Acquisitions Exploitation and Development Activities BFC's exploitation and development activities for the next year include 12-14 wells to be drilled, as well as several recompletions. Additionally, where BFC does not have specific exploitation plans, BFC will pursue partnerships with other companies that may have more active plans or different views. See Section 6 "Operations" for a further discussion of these activities. New Exploration Activity BFC's exploration activity is currently focused in southwest Kansas. BFC has selected this area based on several factors: 1) the area has a long history of Page 16 oil and gas production, and has some of the oldest discoveries in the country; 2) there are hundreds of wells in the area which allow detailed geologic interpretation; 3) activity levels are higher enabling BFC to find partners, and 4) BFC's professionals have many years of experience with major and independent companies working this area. BFC has six seismic and geologic prospects and is actively pursuing leases and seismic data on additional prospects that it expects to have ready to drill within the next 12 months. In addition to these internally generated prospects, BFC is reviewing prospects generated by others to complement and expand BFC's activity. Acquisitions Acquisitions have also been an excellent method of finding additional reserves for BFC. BFC's past reflects success with this approach. BFC's acquisition strategy is to buy properties with additional potential. Specifically, BFC reviews packages from willing sellers and actively looks for potential acquisitions as BFC uses its expertise to complete regional evaluations and reviews these same areas in order to purchase existing production that may complement BFC's activity in the area. BFC most actively pursues oil potential in its acquisition effort. BFC completed two acquisitions in 1997, and booked a third acquisition that was substantially completed in 1996. The acquisitions had total Ryder Scott reserves at the end of 1997 of 916,000 mcf and 99,000 bbls at a total cost of $2.2MM. BFC believes that it has additional unrecognized potential in both gas and oil production within properties it acquired. More detail on the development of reserves included in the acquisitions is included in the Central and Southwestern Kansas discussion in Section 6. Fuel Management Strategy. BFC's subsidiary involved in energy management is Bonneville Fuels Management Corp. (BFMgt). BFMgt's first functional responsibility is to market company owned production and maximize wellhead pricing. BFMgt's goal is to generate profits on outside activities that exceed the cost of providing these services to BFC. The strategy utilized by BFMgt is to create opportunities to make profits by offering services to customers and structuring fees based on savings. In addition, by having multiple customers in areas in which BFC has production, and in which BFMgt has specific knowledge, this effort seeks to create opportunities for increasing production value or lowering costs or providing future markets for BPC's existing power generation facilities. BFC captures higher prices for its production and lower costs by eliminating the bid/offer spread that marketers must charge to enter into transactions. It also eliminates the bid/offer spread in financial transactions when prices are fixed for some period. The combination of these two spreads can be 2%-3% of energy cost. Elimination of these spreads creates margins for BFMgt. Page 17 BFMgt also looks for contractual opportunities that may provide some added benefit. The focus is to find customers whose consumption profiles can be added together to allow for high load factor purchases which reduce costs and allow BFMgt to capture some of the value created by combining loads. BFMgt also investigates alternative pricing approaches for BFC's own production. BFMgt's strategy is to actively pursue markets where it has a competitive advantage. The competitive advantage generally means having gas supplies or electric supplies in an area. By controlling existing transportation on a customer's supply pipeline or electric transmission rights, BFMgt can establish an advantage . BFMgt attempts to maintain a financial barrier to protect itself from end-user payment default risk and gas supplier purchase obligations by acting as an agent. BFMgt's primary sales approach is to initiate direct contact and propose a low cost initial fee. Then, if BGMgt is able to ascertain possible savings strategies, it proposes contractual arrangements that will provide fees and incentives in the range of $10,000 to $50,000 per year, based on how successful the strategies are. The objective of BFMgt is to find opportunities to profitably invest in projects with a customer in order to tie the customer into long-term fee based arrangements. Management believes that the increasing changes brought about by the coming deregulation of electric power sales will provide additional cost saving and incentive fee opportunities. 5. The Competition Competition In Oil and Gas Production. BFC encounters competition from numerous other oil and gas companies in all areas of its operations, including the acquisition of producing properties. BFC's competitors include major integrated oil and gas companies, numerous independent oil and gas companies, individuals and drilling and investment programs. Many of its competitors are large, well established companies with substantially larger operating staffs and greater capital resources than BFC and which, in many instances, have been engaged in the energy business for a much longer time than BFC. Such companies may be able to pay more for productive oil and gas properties and exploratory prospects and to define, evaluate, bid for and purchase a greater number of properties and prospects than BFC's financial or human resources permit. BFC's ability to acquire additional properties and to discover reserves in the future will be dependent upon its ability to evaluate and select suitable properties and to consummate transactions in a highly competitive environment. Competition in Energy Marketing. Competition for the industrial end use customer comes from four different types of entities; marketers, utilities, consultants, and other oil and gas companies. Marketers are middlemen in transactions between gas producers and end users. Marketers provide bids for physical gas volumes generally at very low marginal mark-ups. Utilities have different strategies depending on their internal philosophies concerning providing transportation services and/or their desire to provide gas supply. Consultants are the closest form of competition to the service that BFMgt provides to end users, in that they simply advise the customers on courses of action to take. Other oil and gas companies, as well as electricity sellers, also provide similar Page 18 types of services. BFMgt distinguishes itself from the competition with its experience and its ability and desire to work on an incentive fee basis. Also, BFMgt's integration with the power side of the Company provides a knowledge base and credibility that many competing companies do not have. Customers perceive value in having an energy manager with a physical supply of gas, oil or electricity as their agent, even if those actual supplies are not delivered to meet the customers needs. The size of the market that BFMgt seeks to serve is limited. There are approximately 625 large energy users in the service areas of which BFMgt has knowledge and in which BFC has physical production. BFMgt has been successful in adding new customers and is targeting to add 20 new sites within the next 3 years, or 3% of the available market. 6. Operations. As of December 31, 1997, BFC owned interests in 349 wells of which BFC operates 183, or 53% of these wells. The operated wells contributed approximately 76% of BFC's production. BFC properties are located in three core areas; Piceance, San Juan, and Permian Basins as well as its exploratory focus area in central and southwest Kansas. Table 4 is a map identifying BFC's areas of operation. Table 5 contains an Oil and Gas Asset Schedule for all of BFC's assets as of 12/31/97. Page 19 BFC Operation Area Map here. Page 20 Production # of Wells Acreage Position Production Production Product Reserves TOTAL BFC Area Including Mcfe (000) Cash Flow Prices Mcfe (000) CASH FLOW4 Royalties (000) (000) Rocky Mountain 205 gross Developed: Gas Oil Piceance and 131 net 104,100 gross `94-1,223 `94-$614 `94 $1.23 $17.05 `94-15,683 Uintah Basins 135 operated 76,126 net BFC Including high `95-1,106 `95-$(68) `95 $ .73 $18.10 `95-12,897 CO2 wells Undeveloped: 55,186 gross `96-841(1) `96-$193 `96 $1.16 $21.64 `96-17,567 32,647 net BFC `97-1,387 `97-$962 `97 $1.60 $20.21 `97-15,223 Permian Basin 103 gross Developed: In W Texas & 17,629 gross `94-1,210 `94-$1,582 `94 $1.59 $16.02 `94-4,888 SE New Mexico 18 net 7,640 net BFC Including all `95-971 `95-$1,164 `95 $1.29 $17.35 `95-5,144 Non-operated 8 operated Undeveloped: Properties 21,800 gross `96-1,455 `96-$2,767 `96 $1.98 $20.85 `96-6,270 14,980 net BFC `97-1,255 `97-$2,426 `97 $2.32 $19.25 `97-5,845 San Juan Basin 41 gross Developed: in New Mexico 3,280 gross `94-764 `94-$514 `94 $1.48 $15.38 `94-4,803 23 net 2,640 net BFC `95-863 `95-$257(2) `95 $1.03 $16.27 `95-3,009 40 operated Undeveloped: 1,920 gross `96-798 `96-$592 `96 $1.52 $20.46 `96-4,030 1,280 net BFC `97-766 `97-$1,039 `97 $2.20 $18.30 `97-3,858 Total Company 349 gross Developed: Gas Oil 125,009 gross `94 2,955 40,183 `95-$1,353 `94 $1.42 $16.36 `94-25,373 `94-3,091 172 net 86,406 net BFC `95 2,730 37,362 `94-$2,710 `95 $1.02 $17.43 `95-21,050 `95-3,016 183 operated Undeveloped: 78,906 gross `96 2,725 58,037 `96-$3,552(2) `96 $1.64 $21.10 `96-27,867(3) `96-4,436 48,907 net BFC `97 3,135 62,335 `97-$4,427 `97 $1.98 $19.47 `97-24,926 `97-3,204 1. Production shut in due to low prices 2. Includes tax credit sale revenue 3. Reserves with high end of year prices 4. Cash flow from operations prior to (1) net purchases of oil and gas properties and (2) net cash flows related to financing Page 21 Permian Basin. BFC's activities in the Permian Basin are both operated and non-operated in nature. Two fields, the South Humble City Field and Catclaw Draw Field, make-up over 50% of this area's value to BFC. The South Humble City Field and some surrounding wells are the only areas where BFC has substantial oil reserves. Reserves in the Catclaw Draw Field and the remaining areas are primarily gas. The South Humble City Field, located north of Hobbs, New Mexico, produces from the Upper Strawn formation at depths of 11,500 ft. BFC operates this field. In 1995 a 3-D seismic program was completed which defined the primary reservoir with remarkable accuracy. Two development wells have been drilled successfully in the main field based on the seismic data. These two wells had initial production of 400 barrels of oil per day gross and 100 barrels of oil per day net. BFC is currently determining if enhanced oil production utilizing pressure maintenance of this reservoir is technically and economically feasible. BFC is pursuing partner consensus to drill one additional prospective location outside the main body of the field in the next 12 months. During 1997, BFC increased its holding in this field by 50% through a purchase of a third party's working interest. The Catclaw Draw Field is located northwest of Carlsbad, New Mexico. This field produces from the Morrow formation at a depth of 10,500 ft. Hallwood Energy Company operates the field and has significantly increased the reserves with numerous recompletions in various sand lenses of the Morrow formation. Hallwood has proposed one additional recompletion in this field for 1998. BFC is actively pursuing with Chesapeake, as operator, several seismic leads on the Benchmark prospect, south of Lovington, New Mexico. BFC entered into an arrangement to trade a portion of the working interest in the prospect for rights to review Chesapeake's 3D seismic data. That data has been reviewed and BFC is pursuing several locations on the prospect. Two wells have been included in BFC's 1998 budget. Based on current land positions, BFC will have a 30% interest in these locations. BFC elected to drill two development wells adjoining the Lake Shore Federal #1 well. This well is currently producing 3,500 mcfd and 70 barrels of condensate per day from the Strawn formation. The first of the two wells has been drilled by Yates Petroleum through the Strawn to the Morrow formation at 11,000 feet. It is currently waiting on pipeline. BFC owns a 37.5% working interest in the Yates well. The second well was drilled by BFC in early 1998 and is being completed. BFC owns an 87.5% working interest in this well. Central and Southwestern Kansas. In 1997 BFC acquired a 25% interest in the Beauchamp field. This acquisition was made for the specific purpose of waterflooding the Keys sands in the field. Preparations are being made to unitize the field in late 1998 and start water injection in early 1999. Additional work in the field consisted of drilling one dry hole and recompleting one well for 400 mcfd. At least one additional gas recompletion will be attempted in the first half of 1998. BFC's exploratory effort is concentrated in central and southwestern Kansas. In 1997 BFC drilled 4 wells and participated in 4 others with partners. One well was successful and tested 2500 mcfd. This well has been connected to the gathering system. Page 23 7. Management and Organization Management and Key Employees. Following are brief descriptions of the business experience of BFC's executive officers and key employees. Steven H. Stepanek has been President of BFC and on its Board since January of 1994. Mr. Stepanek joined BFC in September of 1989 as Vice President of Marketing and served as General Manager from December 1991 through December 1993. Mr. Stepanek has 16 years of experience in engineering, and industrial sales in the natural gas industry. Prior to joining BFC, Mr. Stepanek worked for Mountain Fuel Supply from 1981 to 1987 and Minnegasco from 1988 to 1989 where he served as Director of Industrial Sales and as an Industrial Sales Representative respectively. Mr. Stepanek's responsibilities have included designing and implementing comprehensive fuel supply plans for cogeneration plants, including the NCA #1 plant for which he currently serves on the Management Committee. Mr. Stepanek was also responsible for minimizing the fuel supply risk to BPC owned power plants including transportation, fuel supply, back-up fuel needs for a number of plants through the United States and helping to ensure that BPC remained hedged on an overall basis through acquisition of supply or through supply and transport contracts. Mr. Stepanek earned a BS degree in Industrial Engineering from the University of Iowa, an MBA degree from the University of Utah and is a Registered Professional Engineer in the State of Utah. James O. Cable has been Vice President of Operations of BFC and on its Board since January of 1995. He joined BFC in November of 1990 as Engineering Manager. Mr. Cable has 20 years of professional experience in petroleum and pipeline engineering including 12 years of relevant professional experience before joining BFC. Mr. Cable is responsible for all technical and operations matters. Prior to joining BFC, Mr. Cable was a project engineer for Public Service Company of Colorado, where he designed and installed both gas gathering and gas transmission lines. At World Wide Energy, Mr. Cable was responsible for the engineering on Central States Gathering System with over 270 wells, compression and NGL plants. While at Quinoco, Mr. Cable held the positions of Reserves Manager and General Manager for Concise Oil & Gas Partnership. As General Manager, Mr. Cable managed 1,300 properties having an asset value of approximately $20 million. Mr. Cable served with Avalon Energy Corporation as U.S. Operations Manager. Mr. Cable earned a BS degree in Civil Engineering from the University of Colorado. Kurby K. Bender has been Controller of BFC since September of 1990. Mr. Bender's background includes over 25 years of experience, including 4 years in public accounting, and over 15 years in the oil and gas exploration, production and marketing business. Prior to joining BFC, Mr. Bender worked as Controller for a number of oil and gas companies including General Royalty Inc. and Martin Oil Company. Specific accomplishments include the design and implementation of accounting systems in both the oil and gas industry and in the municipal field, and controllership responsibilities for an operating company that operated over 300 wells in the United States. Mr. Bender holds a BA degree with a major in accounting from the University of Iowa and is a Certified Public Accountant licensed in the state of Colorado. Page 24 Robert Kozarek has been Senior Geologist with BFC since January of 1996. Mr. Kozarek has worked for BFC as a Contract Geologist since May of 1992. Mr. Kozarek has 19 years of experience in all phases of petroleum geology. Mr. Kozarek's geographic areas of expertise are in the Mid-Continent Region of the United States, particularly southeastern Colorado, southwestern Kansas, and the Texas and Oklahoma panhandles, where he has drilled numerous successful wells. Mr. Kozarek also has considerable experience in BFC's other areas of activity, including southwestern and northwestern New Mexico, western Colorado and eastern Utah. Mr. Kozarek is currently generating new prospects and reviewing outside generated prospects in BFC's core areas of interest. Mr. Kozarek has worked for Phillips Petroleum, Total, Union Pacific Resources, Avalon Energy and as an Independent Petroleum Geologist. Mr. Kozarek holds a BS Degree from the University of Wisconsin and an MS degree from the University of Oregon, both in geology. Robert Schwering has been Operations Manager with BFC since June of 1996. Mr. Schwering joined BFC in August of 1994 as Senior Engineer. Mr. Schwering has 20 years of industry experience including 10 years at ARCO Oil and Gas. Mr. Schwering is responsible for BFC operated drilling and production activity. Mr. Schwering also provides assistance with reservoir engineering analysis. Mr. Schwering has a BS degree in Petroleum Engineering from the New Mexico Institute of Mining and Technology (Cum Laude) and has done extensive graduate work in Geological Engineering at the Colorado School of Mines. Mr. Schwering is a Registered Professional Engineer in the State of Colorado. Roger J. Swenson has been Vice President of Energy Marketing for BFC's energy management subsidiary (BFMgt) since January of 1996. Mr. Swenson joined BFMgt in January of 1991 as Manager of Marketing. Mr. Swenson has worked in the natural gas industry for 12 years. Prior to joining BFMgt, Mr. Swenson was a Senior Industrial Marketing Engineer for Mountain Fuel Supply Company and has worked for Murray City Power. Mr. Swenson's duties have included arranging transportation contracts and negotiating non-traditional service agreements for end-use customers. Mr. Swenson has also been involved in rate and regulatory matters associated with utility service. Mr. Swenson is responsible for marketing services provided to end-use customers that include gas acquisition and transportation management and electrical sales services. Mr. Swenson is responsible for the risk management program that BFC utilizes to hedge price fluctuation. Mr. Swenson has a BSc degree in Physics and a MSc degree in Industrial Engineering from the University of Utah. 8. Risk Factors. Forward-Looking Statements Readers are cautioned that all forward-looking statements involve risks and uncertainties including, without limitation, the factors set forth under the caption "Risk Factors" in this Business Plan and the Disclosure Statement. Although current management believes that the assumptions underlying the forward-looking statements contained in this Business Plan, the Disclosure Statement or the Plan are reasonable, any of the assumptions could be inaccurate, and therefore there can be no assurance that such forward-looking statements will Page 25 prove to be accurate. In light of the significant uncertainties inherent in such forward-looking statements, the inclusion of such information should not be regarded as a representation by the Debtor, the Estate, the Trustee, the Trustee's Professionals, the Reorganized Debtor, current management or any other person that the objectives and goals of the Reorganized Debtor as described in this Business Plan will be achieved. Reserve Replacement Risk In general, production from oil and natural gas properties declines as reserves are depleted. The rate of decline depends on reservoir characteristics. Except to the extent that BFC conducts successful exploration and development activities or acquires properties containing proved reserves, or both, the proved reserves of BFC will decline as reserves are produced. BFC's future oil and natural gas production is highly dependent upon its ability to economically find, develop or acquire reserves in commercial quantities. The business of exploring for or developing reserves is capital intensive. To the extent cash flow from operations is reduced and external sources of capital become limited or unavailable, BFC's ability to make the necessary capital investment to maintain or expand its asset base of oil and natural gas reserves would be impaired. BFC participates in a number of its wells as non-operator. The failure of an operator of BFC's wells to adequately perform operations, or an operator's breach of the applicable agreements, could adversely impact BFC. In addition, there can be no assurance that BFC's future exploration and development activities will result in additional proved reserves or that BFC will be able to drill productive wells at acceptable costs. Furthermore, although BFC's revenues could increase if prevailing prices for oil and natural gas increase significantly, BFC's finding and development costs also could increase. Dependence on Exploratory Drilling Activities BFC's revenues, operating results and future rate of growth are partially dependent upon the success of its exploratory drilling program. Exploratory drilling involves numerous risks, including the risk that no commercially productive oil or natural gas reservoirs will be encountered. The cost of drilling, completing and operating wells is often uncertain, and drilling operations may be curtailed, delayed or canceled as a result of a variety of factors, including unexpected drilling conditions, pressure or irregularities in formations, equipment failures or accidents, adverse weather conditions, compliance with governmental requirements and shortages or delays in the availability of drilling rigs and the delivery of equipment. Despite the use of 2-D and 3-D seismic data and other advanced technologies, exploratory drilling remains a speculative activity. Even when fully utilized and properly interpreted, 2-D and 3-D seismic data and other advanced technologies only assist geoscientists in identifying subsurface structures and do not enable the interpreter to know whether hydrocarbons are in fact present in those structures. In addition, the use of 2-D and 3-D seismic data and other advanced technologies requires greater predrilling expenditures than traditional drilling strategies, and BPC could incur losses as a result of such expenditures. BFC's future drilling activities may not be successful. There can be no assurance that BFC's overall drilling success rate or its drilling success rate for activity within a particular region will not decline. Unsuccessful drilling activities could have a material adverse effect on BFC's business, results of operations and financial condition. BFC may not have any option or lease rights in potential drilling locations it identifies. Although BFC has identified numerous Page 26 potential drilling locations, there can be no assurance that they will ever be leased or drilled or that oil or natural gas will be produced from these or any other potential drilling locations. In addition, drilling locations initially may be identified through a number of methods, some of which do not include interpretation of 3-D or other seismic data. Actual drilling results are likely to vary from such expected results and such variance may be material. Uncertainty of Estimates of Oil and Natural Gas Reserves The Business Plan contains estimates of BFC's proved oil and natural gas reserves and the estimated future net revenues therefrom based upon BFC's own estimates or on Reserve Reports that rely upon various assumptions, including assumptions as to oil and natural gas prices, drilling and operating expenses, capital expenditures, taxes and availability of funds. The process of estimating oil and natural gas reserves is complex, requiring significant decisions and assumptions in the evaluation of available geological, geophysical, engineering and economic data for each reservoir. As a result, such estimates are inherently imprecise. Actual future production, oil and natural gas prices, revenues, taxes, development expenditures, operating expenses and quantities of recoverable oil and natural gas reserves may vary substantially from those estimated by BFC or contained in the Reserve Reports. Any significant variance in these assumptions could materially affect the estimated quantity and value of reserves set forth in the Business Plan. BFC's properties also may be susceptible to hydrocarbon drainage from production by other operators on adjacent properties. In addition, BFC's proved reserves may be subject to downward or upward revision based upon production history, results of future exploration and development, prevailing oil and natural gas prices, mechanical difficulties, government regulation and other factors, many of which are beyond BFC's control. Actual production, revenues, taxes, development expenditures and operating expenses with respect to BFC's reserves likely will vary from the estimates used, and such variances may be material. The present value of future net revenues referred to in the Business Plan should not be construed as the current market value of the estimated oil and natural gas reserves attributable to BFC's properties. The estimated discounted future net cash flows from proved reserves generally are based on prices and costs as of the date of the estimate, whereas actual future prices and costs may be materially higher or lower. Actual future net cash flows also will be affected by increases in consumption by oil and natural gas purchasers and changes in governmental regulations or taxation. The timing of actual future net cash flows from proved reserves, and thus their actual present value, will be affected by the timing of both the production and the incurrence of expenses in connection with development and production of oil and natural gas properties. Marketability of Production and Price Volatility Risks The marketability of BFC's production depends in part upon the availability, proximity and capacity of natural gas gathering systems, pipelines and processing facilities. BFC delivers over 90% of the natural gas it produces through gas gathering systems and gas pipelines that it does not own. Federal and state regulation of oil and natural gas production and transportation, tax and energy policies, changes in supply and demand and general economic conditions all could adversely affect BFC's ability to produce and Page 27 market its oil and natural gas. Any dramatic change in market factors could have a material adverse effect on BFC's business, financial condition and results of operations. Natural gas and oil are both commodities that have a high degree of price volatility. BFC's production is geographically removed from major pricing points and so the gas produced has basis and overall price risk. While BFC actively hedges a portion of its production, that portion of BFC's cash flow which is unhedged is subject to rapidly changing market prices. Dramatic price decreases could have a material adverse impact on BFC's financial condition and results of operations. Operating Hazards and Uninsured Risks The oil and natural gas business involves certain operating hazards such as well blowouts, craterings, explosions, uncontrollable flows of oil, natural gas or well fluids, fires, formations with abnormal pressures, pipeline ruptures or spills, pollution, releases of toxic gas and other environmental hazards and risks, any of which could result in substantial losses to BFC. The availability of a ready market for BFC's oil and natural gas production also depends on the proximity of reserves to, and the capacity of, oil and natural gas gathering systems, pipelines and trucking or terminal facilities. In addition, BFC may be liable for environmental damage caused by previous owners of property purchased and leased by BFC. As a result, substantial liabilities to third parties or governmental entities may be incurred, the payment of which could reduce or eliminate the funds available for exploration, development or acquisitions or result in the loss of BFC's properties. In accordance with customary industry practices, BFC maintains insurance against some, but not all, of such risks and losses. The occurrence of an event that is not covered, or not fully covered, by insurance could have a material adverse effect on BFC's business, financial condition and results of operations. In addition, pollution and environmental risks generally are not fully insurable. BFC participates in a number of its wells on a non-operated basis, which may limit BFC's ability to control the risks associated with oil and natural gas operations. Competition BFC operates in the highly competitive area of oil and natural gas exploration, exploitation, acquisition and production. In seeking to acquire desirable producing properties or new leases for future exploration and in marketing its oil and natural gas production, as well as in seeking to acquire the equipment and expertise necessary to operate and develop those properties, BFC will face intense competition from a large number of independent, technology-driven companies as well as both major and other independent oil and natural gas companies. Many of these competitors have financial and other resources substantially in excess of those available to BFC. Such companies may be able to pay more for exploratory prospects and productive oil and natural gas properties and may be able to define, evaluate, bid for and purchase a greater number of properties and prospects than BFC's financial or human resources permit. Page 28 Technological Changes The oil and gas industry is characterized by rapid and significant technological advancements and introductions of new products and services utilizing new technologies. As others use or develop new technologies, BFC may be placed at a competitive disadvantage, and competitive pressures may force BFC to implement such new technologies at substantial costs. In addition, BFC's competitors may have greater financial, technical and personnel resources that allow them to enjoy technological advantages and may in the future allow them to implement new technologies before BFC. There can be no assurance that BFC will be able to respond to such competitive pressures and implement such technologies on a timely basis or at an acceptable cost. One or more of the technologies currently utilized by BFC or implemented in the future may become obsolete. In such cases, BFC's business, financial condition and results of operations could be materially adversely affected. If BFC is unable to utilize the most advanced commercially available technology, its business, financial condition and results of operations could be materially and adversely affected. Governmental Regulation and Environmental Matters Oil and natural gas operations are subject to various federal, state and local government laws and regulations which may be changed from time to time in response to economic or political conditions. Matters subject to regulation include discharge permits for drilling operations, drilling bonds, reports concerning operations, spacing of wells, unitization and pooling of properties, environmental protection and taxation. From time to time, regulatory agencies have imposed price controls and limitations on production by restricting the rate of flow of oil and natural gas wells below actual production capacity in order to conserve supplies of oil and natural gas. BFC will also be subject to changing and extensive tax laws, the effects of which cannot be predicted. The development, production, handling, storage, transportation and disposal of oil and natural gas, by-products thereof and other substances and materials produced or used in connection with oil and natural gas operations are subject to laws and regulations primarily relating to protection of human health and the environment. The discharge of oil, natural gas or pollutants into the air, soil or water may give rise to significant liabilities on the part of BFC to the government and third parties and may result in the assessment of civil or criminal penalties or require BFC to incur substantial costs of remediation. Legal requirements frequently are changed and subject to interpretation, and BFC is unable to predict the ultimate cost of compliance with these requirements or their effect on its operations. No assurance can be given that existing laws or regulations, as currently interpreted or reinterpreted in the future, or future laws or regulations will not materially adversely affect BFC's business, results of operations and financial condition. Page 29 POWER GENERATION 1. Electric Power Generation Electric Power Project Ownership The Company's power generation related assets include the Company's ownership interest in two operating cogeneration facilities and one project under construction. These include: BPC, through BNC, a wholly owned subsidiary, owns: - a 50% interest in the 85MW NCA#1 facility located approximately 15 miles northeast of Las Vegas, Nevada, which provides power under a long-term power purchase agreement with Nevada Power Company (NPC) BPC owns: - a 100% interest in the Kyocera Cogeneration facility (Kyocera), a 3.2 MW inside-the-fence cogeneration facility in San Diego, California BPC, through BPS, owns: - a 51% interest in CONAV, a Mexican corporation, which owns a 4.0 MW inside-the-fence cogeneration project under construction in Navojoa, Sonora, Mexico. Operations and Maintenance Services BPS is an operations and maintenance provider which operates the NCA#1 and NCA#2 cogeneration facilities in Nevada, and manages the operation of the Kyocera cogeneration facility in San Diego, California. BPS has experience with a wide variety of power generation technologies and equipment. BPS focuses on optimizing revenue to the facility owner without compromising the safety of the personnel, the public, the environment or the equipment. Page 30 2. Power Generation Goals The Company intends to more than double net generating capacity and net income from power generation to the corporation by the end of the year 2002, and to manage the Company's assets to maximize value and cash flow with an emphasis on building shareholder value. BPC intends to invest cash flow from the Company's assets and additional capital into a portfolio of power generation projects. BPC expects to increase generating assets from 92.2MWs gross (47.7 MWs Net) at the end of 1998 to 152.2 MWs gross (107.7 MWs net) in 2002. The success of this strategy will be demonstrated by the growth of the Company's cash flow and earnings over time. BPS's goal is to provide operations or oversight for the facilities owned by the Company as well as growth of the operations company through the addition of O & M contracts from outside parties. BPS intends to add one new O & M contract from a non-affiliated party by the end of 1999 and one contract per year thereafter. 3. Industry History and Analysis History Facilities for the generation of electric power in the United States have historically been constructed, financed, owned and operated by utilities, and utilities still own and control most of the U.S. installed generating capacity, although with the advent of deregulation into the electrical industry, many utilities are currently divesting some of their generating assets. In response to the energy crisis of the mid-1970's, Congress enacted the Public Utilities Regulatory Policy Act (PURPA) to promote the development of alternative energy and cogeneration technologies, thereby reducing the United States' dependence on foreign oil and gas. Under PURPA, public utilities purchase electricity from "qualifying facilities" (QFs) at a price determined with reference to the utilities' "avoided cost." Avoided cost is the incremental cost a utility would have to pay for electric energy which, but for the purchase from the QF, such utility would generate or purchase from another source. The Federal Energy Regulatory Commission (FERC) administers PURPA, but the actual setting of rates based on avoided cost is the responsibility of state public utility commissions. These rates vary from jurisdiction to jurisdiction. The alternative energy industry grew rapidly in the 1980's and early 1990's. Electric utilities became active participants in the industry through wholly owned subsidiary companies in the project development business and joint ventures with other developers, equipment manufacturers or other non-utility parties. FERC has proposed changes to the definition of "avoided cost" which, under some circumstances, could reduce the rates paid to QFs. Additionally, certain state public utility commissions have instituted competitive bidding procedures for new power supplies. As a result of these factors, margins on power sales for new projects have narrowed, reducing growth in the industry, and resulting in consolidation among developers. Page 31 Analysis During the last three years, significant changes have occurred in the independent power industry in the United States and worldwide. U.S. independent power development reached a low in terms of contracts signed and projects entering construction in 1995 when only 1.8 gigawatt hours (Gwh) of independent power capacity came on- line in the U.S. A number of factors, including a surplus of power, pending deregulation and the lack of availability of long-term power purchase agreements, made independent power development less attractive and less active in the United States. Because of the downturn, the backlog of projects under development has decreased dramatically from 1994. This slow down is expected to continue through, at least, the year 2000. The independent power industry is an industry in transition. The industry has seen the merger and/or consolidation of many of the participants in the energy business in the recent past. Some former participants have gone out of business and many large corporations involved in other areas of the energy business (i.e. major gas producers) have become involved and/or have merged with other participants. Some companies have announced plans to build large merchant plants, capable of producing 300-500 MWs of power at strategic locations throughout the United States and major world population centers. It is expected that the power from these merchant plants will be sold into existing markets on a competitive price basis. The anticipated changes in the market, including open access, have created an expectation of lower prices for electricity in states where open access is being discussed. As of yet, this expectation has not been realized by the consumer. In many of the markets where open access is being reviewed, utility commissions are discussing adding a stranded investment cost recovery element to the total cost of electricity in the form of a surcharge which will be added to transmission of electricity from the supplier to the ultimate end user. This surcharge or tariff is expected to last three to five years and will diminish the ultimate benefit of lower prices received by the purchaser of low cost power. This may create an opportunity in areas where open access has not yet been implemented for the construction of inside-the-fence projects at industries that have a high thermal energy use along with high electrical usage. These small inside-the-fence projects are an ideal market upon which the Company intends to focus. The downturn of activity in the United States has created an interest in foreign countries from many U.S. developers. Much attention has been focused on Latin America. In its Latin America Energy Outlook 1996 , DRI/McGraw-Hill has projected a doubling of Latin America's total energy demand from 1995 to 2020 which would translate into an increase in the region's total generating capacity from 190 gigawatts (GW) to 365 GW over the 25 year period. Brazil, Mexico and Argentina are expected to account for 75% of the region's average annual increase in electric demand making these countries the most attractive targets for private sector investment. 4. The Target Market The Company intends to focus initial development activities within Mexico and the United States because of opportunities within these countries that fit within the Company's expertise. The Company, through its BPS subsidiary, is involved as majority owner of a project under development in Mexico. This project has led to the identification of a number of other opportunities that the Company Page 32 intends to pursue in the near future. BPS employs a development director for Mexico and plans to hire at least one additional professional and one engineer to support these activities. Between 1985 and 1995, electric power generation in Mexico increased at an average annual rate of 5.3 %. Between 1995 and 2004, demand for electricity is expected to average 4.7% growth each year. Total sales of electric power are expected to increase from 114,813 Gwh in 1995 to 176,480 Gwh by 2004, a 54% increase. The strongest demand for electricity is expected to be in the industrial sector, increasing at an average annual rate of 5.6% from 1995 to 2003 - from 62,429 Gwh in 1995 to 103,945 Gwh in 2004. In all, 9,031 MW of capacity additions will be required for the Comision Federal de Electricidad (CFE), the national electrical utility which provides electric service for most of the country, to keep pace with expected demand and to replace or refurbish aging equipment. This represents 28.6% of the current total installed capacity in the country of 31,524 MW. Also, use of industrial cogeneration should increase. Comision Nacional para el Ahorro de Energia (CONAE) has identified 1,700 industrial sites with a realistic cogeneration potential of 3,500 to 6,500 MW. These potential projects are primarily in the chemical, textiles, and glass industries. Currently, most installed cogeneration systems are less than 25 MW. The Mexican regulatory process is much less restrictive than the regulatory process in the United States. This is particularly true for areas away from the major industrialized cities, such as Mexico City. Permits for cogeneration facilities under 25 MWs are approved by the local and state governmental agencies and do not require an extensive review by CFE. These permits can generally be obtained in less than a year. Because of these factors and the large number of opportunities for development of small cogeneration projects in Mexico, the Company intends to focus development efforts on projects under 25 MWs. The Company believes that opportunities exist to participate in development activities within the United States on a limited basis. BPC expects to have the capital resources to carry out a small project from a greenfield development stage through completion of contracting, project finance and on to successful operation. BPC expects to mitigate risk in any one project by partnering with other companies in this effort. 5. Strategy The Company?s business strategy is to maximize the value of existing assets and cash flow, while looking for new development opportunities within Mexico and the United States. The initial development effort will focus on inside-the-fence cogeneration projects of less than 25 MW. The Company intends to do this through the following: - Maximize Value of Existing Facilities. The Company actively participates in the management of the NCA#1 facility. BNC, through the members of the management committee, strives to reduce expenses through careful budget review and implementation of cost control programs. The management committee provides review and control of operation and maintenance costs along with approval of major maintenance and capital improvement expenditures. The management committee provides review and directional input on such issues as Power Purchase Contract management, fuel supply Page 33 management and project finance and debt service issues. The management committee is also involved in monitoring monthly operating information and budgetary performance reports to identify opportunities to increase operating income. By actively participating in the management of the project, the Company is able to ensure that performance of the facility is enhanced and that contract provisions are met. - Project Development. Development efforts will primarily focus on projects in both Mexico and the United States. The Company believes that opportunities exist in Mexico and the United States in areas with high energy costs for the development of inside-the-fence projects where both thermal energy and electrical energy will be sold to the energy user. BPS is currently developing a cogeneration project in Navojoa, Mexico and has its development manager exploring additional development opportunities in Mexico. The Company's initial expenditures directed toward project development are expected to be $400,000 in the second half of 1998 and increasing thereafter until they are projected to reach $1,200,000 in the year 2002. Development efforts in 1998 are being conducted through BPS and are included in their budget. Equity requirements for projects under development are in addition to these amounts and will continue throughout the development cycle. As projects are identified and initial development completed, additional capital from cash flows will be dedicated for project construction. The project currently being developed by the Company in Navojoa, Mexico is under construction and expected to come on-line in the second quarter of 1998. The Company also intends to develop one additional project in the 1998/2000 time frame with at least one additional 10 to 25 MW project each year in 2001 and 2002. For budgeting purposes, revenue projections are based on the Company owning and retaining an interest of between 51% to 100% in each of these projects. Over the next three to five years, the primary focus for the Company will be to develop the projects identified in Mexico, to continue to identify other areas where the best development opportunities exist, and begin the process of securing the necessary contracts and permits. The Company intends to retain an interest in projects that meet the Company's goal of an expected internal rate of return of above 15% for projects in the United States and 25% to 30% for projects in Mexico, with appropriate upward adjustments for projects with unusual circumstances or in the early stages of development. BPC believes that by maintaining an interest in the projects it develops, it can increase its project base as well as provide for recurring income from ongoing projects. 6. Development Representatives of the Company are involved in negotiations on several projects in Mexico. Several presentations have been made and further discussions are being held. AT THIS POINT IN TIME, Page 34 NO FORMAL AGREEMENTS HAVE BEEN SIGNED AND THERE CAN BE NO GUARANTY OR ASSURANCE THAT ANY AGREEMENTS WILL BE SIGNED. This section should be read in conjunction with Table 1(c) " Reorganized Power Cash Sources", and Table 1(d) "Reorganized Power Cash Uses" found on page 6 of this document. Table 1(c) shows the expected cash from existing power projects and includes fees to BPS for operation of the existing NCA#1, NCA#2 and Kyocera projects, along with the projected income and fees from future projects. These tables are to be read in conjunction with Tables 2(c) and 2(d) contained in the Appendix of this document. The new business category included in the tables is based upon the possible development of the following three projects: Project No. 1 is a 25MW cogeneration facility located in northern Sonora, Mexico. The Company is in negotiations with the owners and developers of a new and advanced industrial park coupled with a bonded customs facility that is currently under construction. The park already has agreements with tenants and is scheduled to grow. Given the advantages of the modern facilities in place, it is a desirable location. The company is working directly with the owners of the park. The project involves producing electric power for the tenants of the industrial park. The possibility exists for wheeling power to other customers in the area. A presentation for the combined-cycle cogeneration facility was made in March 1998 to the owners and was well received. Arrangements are being made to conduct site surveys and negotiate working agreements between the parties. The assumptions used in the financial section included in the Appendix to this document are for a 25MW cogeneration facility developed in 1998 with construction of the facility taking place in 1999 and on-line operation beginning the first quarter of 2000. The project will feature a gas turbine and a steam turbine generator. The project will be financed with 50 percent debt and 50 percent equity. Power will be provided to the customer at a discount from the rate charged by CFE, the national electric utility. Project No. 2 is a 10MW back-pressure turbine similar to the current CONAV facility located at the CECSO Project. Development of the project could take place during 1999 with construction scheduled for the year 2000. The project could come on-line in the first quarter of 2001. Project No. 3 is a 25MW combined-cycle cogeneration facility similar to Project No. 1. The same financial assumptions apply and the same model was used for this project. The Company has had discussions with a number of host facilities with demands of this size. THERE CAN BE NO GUARANTEE THAT ANY OF THESE PROJECTS WILL BE CONSTRUCTED OR THAT THE BOARD OF DIRECTORS WILL APPROVE THE COMPANY'S PURSUIT OF THE THREE DESCRIBED PROJECTS. Management of the Company believes that there are currently opportunities for these and similar projects in Mexico and will continue, during the remainder of 1998, to explore the potential for developing such projects. Several other project sites have been identified and negotiations with various parties are advancing. Page 35 7. The Competition. The independent power industry is highly competitive. The competition ranges from major developers with the largest being Edison Mission Energy, with 5,446 MWs in equity ownership in early 1997, down to small developers with less than 5 MWs of ownership. The top 25 independent power companies by net project ownership, include many international companies. Many of the competitors are large or established companies with larger staffs and greater capital resources than the Company. U.S. and Canadian developers still dominate the industry with approximately 51.3% of the total finance equity followed by Asian companies with 24.1% and European companies with 22.7% and others with 1.9%. The top 25 independent power companies range in ownership from 5,446 MWs to 1,045 MWs under control. There are currently 35 independent power developers active in Mexico with other independent power developers active in other Latin American and Caribbean countries. The current trend is for companies interested in developing larger projects in the U.S. and Latin America to form consortiums and either to submit bids in response to RFPs submitted by the countries or to build merchant plants for utilization in the United States. BPC plans to distinguish itself from its competition by concentrating on projects under 25 MWs which do not require the same intensive bidding and approval process as do the larger projects. Because of the demand for power currently existing in Mexico, CFE has been cooperative with the construction of small inside-the-fence projects that supplement CFE's power production capabilities in particular areas and also help alleviate their need for added capacity. The major barriers to entry into the independent power industry are the high capital costs involved in construction of power production facilities, the long lead-time and the costs associated with development activities, and the need for local knowledge in the areas where development opportunities are being pursued. If the Company experiences success in the development of small-scale projects in Mexico, then other individuals or companies will likely enter the market. Currently, equipment manufactures provide the primary competition in Mexico for small-scale facilities and their primary goal is to build and transfer ownership of the facility, which doesn't offer the customer the same long term commitment as the Company's philosophy of build, own and operate or build, lease and operate. BPC's initial focus has been on producing electricity utilizing reconditioned, used equipment. The price of new equipment has become very competitive over the past few years and may make it feasible to incorporate new equipment into new project development. Where feasible, new equipment will be utilized. In applications where the use of new equipment is not feasible, reconditioned equipment may be used. Reconditioning generation equipment is a thriving business in the United States. The generation fleet in the United States is on average 20 years old, which lends itself to being replaced with newer, more state-of-the-art equipment, thus Page 36 further increasing the availability of used equipment. Reconditioned equipment is less expensive and is as dependable as new equipment for the type of application the Company is pursuing in Mexico. Older, smaller equipment is generally less efficient than newer, larger equipment and therefore has a higher cost per installed kwh than larger equipment. The lower initial capital costs of used equipment offsets the higher operating costs inherent with smaller cogeneration facilities which may make used equipment more attractive, and therefore more profitable in small-scale applications. On projects that have facility performance guarantee requirements the decision has to be made whether to utilize refurbished equipment or new equipment. With new equipment the performance guarantees can be passed on, and assured by, the equipment supplier. This is not always possible with refurbished equipment. If the election is made to utilize refurbished equipment the Company assumes a worst case performance scenario in the economic model to offset the potential risks that can not be passed on to the equipment supplier. On the CONAV project, as an example, costs associated with delayed start-up were built into the model at the beginning. This reduced the potential of creating large negative impacts to the economic model from start up delays. 8. Power Generation Assets The power generation and operating assets of the Company are shown on Table 3, "Power Generation Asset Schedule" and include the following: Page 37 Table 3 Power Generation Asset Schedule
NAME ON LINE DATE/ PURCHASER FUEL TYPE REVENUE INCOME DIVIDENDS NOTES TERM OF OF SUPPLIER ($000) ($000) TO BPC CONTRACT ELECTRICITY/ TERM ($000) THERMAL NCA#1 ON LINE: 6/18/92 NEVADA POWER NATURAL GAS '95 41,748 '95 4,439(1) '95 1,440 (1)Net Income- CO. 28.5% TEPI 20 yr NCA#1 30 Year Term 33.7% TNGI 15 yr '96 45,593(1) '96 6,758(1&2) '96 6,880(1) GEORGIA PACIFIC 27.0% CNG 15 yr (2)Includes One-Time (Wallboard) 10.8% Celsius '97 42,511(2) '97 7,804(1) '97 3,150(2) Revenue from 15 yr Arbitration Settle. and Reductions in Reserve Accounts KYOCERA ON LINE 3/23/89 Elec to Kyocera NATURAL GAS '95 1,510 '95 326(3) CASH FLOW (3)Net Income from Ten Year Primary America & SDG&E 100% SDG&E Project before Income (Ten Year Extension Month-to-Month '96 1,706 '96 234(3) '95 507 Taxes Under Negotiation) Thermal to '96 333 Kyocera America '97 1,713 '97 (167) '97 394 CONAV ON LINE EARLY-98 CELULOSA #6 FUEL OIL '98 is First Year of 5 Year Term + Purchases Supplied by Host Project Operation 5 Year Extension Electricity & Est. on-line date Steam 2nd Qtr. 98 O&M Contract Schedule NCA#1 O&M ON LINE 6/18/92 SEE NCA #1 ABOVE '95 1,974 '95 590(4) Contract has a Price Re-opener After Ten 30 Year Term '96 2,111 '96 573(4) Years '97 2,074 '97 636 (4)Incentive & Operation Fee NCA#2 O&M ON LINE 2/1/93 NPC Purchases '95 1,936(4) '95 552(4) Contract has a Price Electricity Re-opener After Ten 30 Year Term '96 2,039(4) '96 528(4) Years PABCO Purchases Thermal '97 2,055 '97 621 (4)Incentive & Operation Fee
Page 38 Bonneville Nevada Corporation Bonneville Nevada Corporation (BNC) was incorporated as a wholly owned subsidiary of BPC in Nevada in December of 1988. BNC was formed to hold an interest in power generation assets related to the 85 megawatt Garnet Valley facility (NCA #1) of which BNC owns 50%. The other 50% interest is owned by Texaco Clark County Cogeneration Company (TCCCC), a wholly owned subsidiary of Texaco, Inc. NCA#1, also known as the Garnet Valley Facility, is a combined cycle, gas fired cogeneration facility located near Las Vegas, Nevada consisting of three General Electric LM 2500 aeroderivative gas turbine generator sets with heat recovery steam generators (HRSG), a 30 megawatt General Electric condensing steam turbine generator set, and an absorption chiller. The project is a Qualifying Facility under the Public Utility Regulatory Policies Act. The facility supplies thermal energy, in the form of exhaust gas from the gas turbines and chilled water, under a 30 year Heat Purchase Agreement with Georgia Pacific's (GP) wallboard manufacturing facility located on adjacent property. The net electrical output is delivered to Nevada Power Company (NPC) under a 30 year Power Purchase Agreement (PPA). The agreement provides for sale of 85 MW in a base load operation mode. NCA#1 is also paid for the thermal energy provided to GP. The NCA #1 cogeneration facility is part of the "baseload" resource mix for NPC. The NCA #1 operating strategy is to operate at 85 MW (the contract capacity) in all available hours that provide payment for energy and capacity. The plant was built with an excess margin of capacity due to the requirement to be able to deliver 85 MW under the worst conditions (120oF ambient in Las Vegas), and has the capacity to deliver an additional 5 to 10 MW during more favorable (cooler) conditions. During late 1994 and 1995, NPC curtailed purchases of electrical power from NCA#1. In July of 1995, NCA#1 together with NCA#2 filed a Demand for Arbitration and Statement of Claims with the Las Vegas office of the American Arbitration Association (AAA) seeking redress for the NPC curtailments during 1994-1995. Arbitration hearings were held and an Interim Arbitration Award was issued. The award established a guideline for trigger points to be utilized in determining the level of future curtailments. Subsequently, the parties entered into a Settlement and Release Agreement wherein NCA#1 was awarded $829,920 for improper curtailments during the designated period. Electric generation revenues have increased due to this Settlement and Release Agreement because the new curtailment trigger points established in the settlement resulted in lower levels of curtailment than were experienced in 1995. In 1996, NCA #1 experienced significantly lower levels of curtailment from NPC. There were no curtailments of NCA#1 in 1997. NCA#1 has recently completed renegotiation of the Power Purchase Agreement with NPC. The renegotiations resulted in an amendment to the Power Purchase Agreement that reduces the overall cost of power to NPC and eliminates uncompensated curtailment from the contract. The amendment provides that, under mutual agreement, NPC and NCA#1 can elect to displace a portion of NCA#1's production for a price that is acceptable to both parties. The parties would agree upon a dollar rate, production amount and length of time for displacement, based on the economics at the time. These displacement agreements are expected to occur in such times when the electrical power market is experiencing low demand and the fuel gas spot market prices are higher than the NCA#1 contract prices. NCA#1 will also sell any unneeded fuel gas at the high prices that exist at the time in the spot gas market. The settlement agreement includes a provision for the sale of excess energy to NPC under mutual agreement at market rates. Page 39 Under the current Power Purchase Agreement, NCA#1 is paid the Qualifying Facility Short-term tariff rate for any electricity transmitted to NPC over 85 MW. Currently, the tariff rate is $17.80/MWH for summer on-peak deliveries and $13.80/MWH in all other periods. At the current fuel gas prices, it is uneconomical to produce excess energy. With the new provision that will allow for the pricing of excess energy at market rates, it is projected that NCA#1 may be able to economically produce excess energy at times in the future. The amendment has been approved by the consortium of banks providing financing for the facility, executed by the parties and submitted to the Public Utility Commission of Nevada (PUCN), which must approve the amendment before it will become effective. A hearing on the amendment has been held. The amendment is now scheduled to come before the Commission for consideration at their next regularly scheduled commission meeting. Management believes that the amendment, if approved, will increase the value of the facility. The amendment will replace the curtailment trigger points established in the earlier settlement. Management expects to continue to focus efforts to decrease costs and increase revenue and income from the NCA #1 project. Active participation in the management of the NCA#1 facility has created the following improvements in the operation of the facility: - Maintenance costs have been lowered and therefore, net revenues are higher than projected. - Project debt has been restructured to allow for lower interest rates and a partial release of controlled reserve accounts to the partners. - Successful negotiations with NPC have led to the initiation of a Displacement Agreement that has allowed capture of the "spark spread" arbitrage. This has resulted in increased profits to both NPC and NCA#1. - Successful negotiations with NPC have led to the renegotiation of the Power Purchase Agreement. If approved by the PUCN, the new agreement will eliminate the financial risk of curtailment. Kyocera. The Kyocera Cogeneration Facility, located in San Diego, California, has been in commercial operation since 1989. The Company owns 100% of this debt-free project. The project is a 3.2 megawatt facility consisting of four 800 kilowatt Caterpillar lean burn reciprocating internal combustion engines, four exhaust heat recovery silencers, two 400 ton absorption chillers, one 650 ton centrifugal chiller and associated equipment, and a small photovoltaic system mounted on the roof of the Kyocera facility. Kyocera is an inside-the-fence cogeneration facility that sells all of its thermal energy in the form of chilled water and a major portion of its electricity to the host facility, Kyocera America, Inc., (KAI) for use in its microchip packaging manufacturing process. The facility is paid for electricity and chilled water as supplied to KAI pursuant to the Energy Supply Agreement (ESA) which has an initial term of 10 years and an option for a 10-year extension. The initial 10-year term of Page 40 the ESA expires on March 31, 1999. Negotiations with KAI to extend the contract and possibly expand the facility are currently underway. The facility also has the ability, through a Standard Offer 1agreement, to sell excess electricity to San Diego Gas & Electric (SDG&E). QF status currently provides the facility with a natural gas transportation tariff price advantage from SDG&E on the intrastate delivery portion of the natural gas fuel consumed by the project. The Kyocera Cogeneration Facility is a load follow facility with excess electricity being sold to SDG&E during periods when it is economical to do so. Historically, the project generated electricity to meet the full demand requirements of Kyocera America. However, recent growth of the host facility has caused Kyocera's demand to exceed the cogeneration facility supply capabilities and, the facility now operates in a baseload mode with excess host electrical demand being supplied by SDG&E. Discussions, regarding possible expansion of the cogeneration facility to meet Kyocera's additional demand, started in early 1997. Kyocera projects that by the year 2000 production will increase by 100%, which, coupled with efficiency improvements, equates to at least a 50% increase in electrical and thermal energy requirements. The Company and Kyocera entered into a Business Agreement in August of 1997 whereby both parties mutually agreed to investigate possible expansion of the cogeneration facility. In March of 1998, the Company presented an expansion proposal consisting of six options based on Kyocera's criteria of 50% and 100% energy demand increases. The options met the criteria with two designs based on reciprocating engines and one design based on a gas turbine duplicated at the 50% and 100% energy demand levels. Kyocera is expected to complete technical review of the proposal by late April 1998, after which Kyocera will make a business decision that could culminate in a new, 15 to 20 year, Energy Service Agreement created around expansion of the cogeneration facility. CONAV The Company, through its wholly owned subsidiary, Bonneville Pacific Services, is the majority owner (51%) of Cogeneracion de Navojoa, S.A. e C.V. (CONAV), a Mexican corporation which owns a small, inside-the-fence, cogeneration project currently under construction at a recycled paper and cardboard manufacturing facility owned by Celulosa y Corrugados de Sonora, S.A. de C.V. (CECSO), near Navojoa, Sonora, Mexico. The project is expected to begin commercial operation in the second quarter of 1998. BPS, along with American and Italian individuals unaffiliated with the Company, are jointly developing the project. The project primarily features re-conditioned equipment which will be owned and operated by CONAV under a lease/purchase arrangement with CECSO. All of the power and thermal energy produced by the project will be used in the adjacent recycled paper and cardboard manufacturing company. The project design features a 100,000 pound per hour heavy fuel fired package boiler, originally manufactured in 1969 by Combustion Engineering, and a 1971 4.5 megawatt Franco Tosi (Westinghouse licensee) back pressure steam turbine that has never been placed in service. The steam produced by the package boiler will be used by the turbine to generate close to 100% of CECSO's electrical requirements. The steam will then be used in the paper and cardboard production process. Projected rates of return for the project are expected to be in the mid to high 20's. Revenues are generated by the lease/purchase agreement between CONAV and CECSO and comprise both fixed rents (purchase price installments) and variable rents based on a 21% discount when compared to the rate charged for power Page 41 supplied by CFE, the national utility. The CONAV project is designed to be a load follow facility based on the steam demand from CECSO during normal operation. BPS has entered into a loan agreement for the benefit of CONAV, and only for the benefit of CONAV, under which BPS has agreed to loan up to $1,000,000 to the other shareholders of CONAV. Pursuant to the terms of the loan agreement, proceeds of the loan can only be used for construction of the facility. The note bears an interest rate of 9% per annum, and is to be repaid from project cash flow distributions attributable to the other shareholders. The loan is secured by the revenue stream from the project and through an assignment of the affected shareholder's interest. Electric generation revenues from the project are expected to increase over time due to two factors: 1) the current rate for electricity in Mexico is partially subsidized by the government so that it reflects trends in the international price for power and is predicted to increase at over 5% per year for the next three years, and 2) CECSO paper and cardboard production is predicted to increase by 37% over the next five years which will increase the demand for steam. Incremental steam produced to meet increased process steam demands will result in more steam being available for generation of power and increased power sales to CECSO from CONAV. CONAV has a three-member management committee. Clark Mower, President of BPC and Todd Witwer, President of BPS represent the interests of BPS. Robin Gaeta, the third member of the committee, represents the interest of Mrs. Vera Gaeta. Ciro Andreozzi, a representative of the Italian owners, serves as an alternate. The management committee currently meets once per month for project construction review and other corporate issues. This schedule will continue after operation begins. The lease/purchase agreement with CECSO shifts most of the operation and maintenance cost and responsibilities to CECSO with CONAV being responsible for operation and maintenance of only the steam turbine generator and associated accessories and oversight of the entire plant. CECSO has responsibility for boiler and water treatment operation and maintenance and for providing fuel, which is the largest variable operating cost. Bonneville Pacific Services Company, Inc. - Operations Bonneville Pacific Services Company, Inc. (BPS) provides operation and maintenance related services. BPS's experience is very diverse with previous involvement in hydroelectric, cogeneration, biomass, wind, geothermal, steam turbine generator sets, gas turbine frame and aeroderivative generator sets, reciprocating internal combustion engine generator sets, hot water/steam single and multi-pressure waste heat unfired and supplementally-fired boilers, fired aux- boilers, aqua ammonia absorption refrigeration systems, chillers, selective/non-selective catalytic reduction systems, distributive control systems and water treatment systems. BPS's heritage as an operator of projects owned by BPC has allowed BPS the unique ability to instill in its staff an owner-operator philosophy which is simply stated, "optimize net revenue to the project owner, without jeopardizing the safety of the personnel. the public, the environment or the equipment". BPS focuses on maximizing returns to the project owners as a measure of its success and BPS has maintained that focus with its third party operation and maintenance agreements. Page 42 BPS operates two 85 MW combined-cycle cogeneration facilities in Nevada (NCA#1 and NCA#2) and manages the operation of a 3.2 MW cogeneration facility at Kyocera America, Inc. in San Diego, California. Prior to BPC filing for protection under Chapter 11 of the U.S. Bankruptcy Code, BPS provided the operation, maintenance and/or management of 30 of the facilities in which BPC was involved. These projects ranged in size from small hydroelectric facilities to the 85 MW NCA cogeneration facilities. In the operation, maintenance and management of these facilities, BPS employed over 60 full time personnel in four states. BPS has a history of developing and maintaining specialized in-house technical expertise, which provides significant cost savings to each of the projects BPS operates. All BPS operational personnel are cross-trained, allowing them to provide maintenance support during emergencies and scheduled overhauls. Because of this cross-training, overhauls at hydroelectric, frame and reciprocating engine installations have been handled with in-house personnel, avoiding the need to contract with third parties for these services. BPS managed the reconditioning and executed the change-out of a 40 MW steam turbine with in-house personnel, again avoiding the additional cost of outside contract services. BPS has computerized programs that are tailored to meet and exceed recommendations of equipment suppliers, engineers and prudent industry practices. These programs are considered to be "real time" tools that are continually refined to suit conditions unique to each plant and its location. BPS' personnel at advanced aeroderivative gas turbine facilities, such as NCA, are provided with continuing on-site and classroom training. This gives BPS the unique ability to operate, trouble shoot and maintain the complex distributive control systems of the modern cogeneration facilities. BPS has employees that have received specialized training which allows BPS to perform both hot section and compressor work without involving outside technicians. The NCA facilities were built with water conservation as a priority, which mandated that BPS also develop specialized in-house water treatment skills not usually found in modern combined cycle cogeneration facilities. The benefits of skilled personnel are realized both in-house and in BPS' ability to provide trouble shooting and consulting services to other facilities. The NCA#1 and NCA#2 facilities provide BPS with a steady revenue stream from 30-year term operation and maintenance agreements. These agreements have provisions for renegotiation of the operating fee after 10 years. BPS has a history of strong performance at these facilities with average reliability factors for the last four years of 98.5% and 99.6% respectively for the NCA#1 and NCA#2 facilities. The long term operation and maintenance agreements are structured with limited risk and liability to BPS. BPS is assured of recovery of all onsite payroll-related costs. Profits in addition to onsite costs are based on a subordinated $260,000 per project per year operating fee with annual adjustments for Consumer Price Index changes. Incentives under the contracts are based on exceeding a 90% peak capacity factor. Such incentives allow BPS to earn an additional bonus in excess of $345,000 per year at each facility. The performance of the facilities indicates that fee subordination should not be an issue and, on the average, above mid-range incentives will be achievable. Incentives received for the last three years have averaged $359,824 per year at each facility. Page 43 Substantially all revenue for BPS is provided from the contracts with the two NCA facilities. While these contracts provide for assured recovery of all onsite payroll-related costs, fees received in excess of out-of-pocket costs are subordinated to project debt service, taxes and insurance. Loss of these contracts, or substantial changes to the terms of the power sale agreement, or a change in ownership of BPS, could have a substantial impact on BPS revenues. BPS's business strategy is to provide growth with additional contracts through its traditional field of power generation and to utilize its experience base in other fields. BPS will implement this strategy in the following ways. BPS's long-term plan is to continue to work with BPC to provide the synergy of working on a project through every phase, from development through operation and maintenance. This provides BPC with the hedge of low cost support via an operation and maintenance group that maintains a broad economic focus which is driven by the projects bottom line. BPS believes that the current wave of de-regulation sweeping the power generation industry, could create a market for inside-the- fence cogeneration units. BPS, therefore, foresees advantages in the alliance BPS has created with the operator of the Kyocera facility, Generator Power Systems Inc. (GPS). GPS is the Waukesha dealer for the San Diego area and DMT dealer for the state of California. GPS's primary market is reciprocating engine power production equipment sales and service, with a particular interest in inside-he-fence micro cogeneration facilities. This relationship was the basis for GPS and BPS's involvement in the CONAV project and is a part of the Kyocera expansion study, along with other development opportunities in the San Diego area that BPS is investigating. BPS has a formal alliance with Instalaciones TEP, S.A. De C.V. (TEPSA) which has an office in Mexico City, Mexico. TEPSA provides support to BPS' Director of Business Development for new project development in Latin America. TEPSA's primary business is construction and provides development support through locating potential development opportunities in Mexico and conducting initial site visits and surveys, which is the basis for several of the current project under development in the Mexico City area. The value of BPS will be significantly diminished if it is separated from the parent company. The NCA#1 and NCA#2 Operation and Maintenance Agreements both contain provisions for replacement of the operator (BPS) if "there is a substantial change in the ownership of the operator. This clause refers only to a change in the ownership of the operator, and not to a change in ownership of the parent company...". BPS plans to actively pursue requests for proposal within the power generation industry for operation and maintenance services. As BPS gains continued financial strength and with the resolution of BPC's bankruptcy, BPS expects to compete in the turnkey operation and maintenance market. Turnkey operation and maintenance agreements typically contain more risk, which requires financial strength. However, these agreements bring with them the possibility for larger profit margins. Page 44 9. Risk Factors Forward-Looking Statements Readers are cautioned that all forward-looking statements involve risks and uncertainties including, without limitation, the factors set forth under the caption "Risk Factors" in this Business Plan and the Disclosure Statement. Although current management believes that the assumptions underlying the forward-looking statements contained in this Business Plan, the Disclosure Statement or the Plan are reasonable, any of the assumptions could be inaccurate, and therefore there can be no assurance that such forward-looking statements will prove to be accurate. In light of the significant uncertainties inherent in such forward-looking statements, the inclusion of such information should not be regarded as a representation by the Debtor, the Estate, the Trustee, the Trustee's Professionals, the Reorganized Debtor, current management or any other person that the objectives and goals of the Reorganized Debtor as described in this Business Plan will be achieved. Power Project Development and Acquisition Risks The development of power generation facilities is subject to substantial risks. In connection with the development of a power generation facility, BPC must generally obtain power and/or steam sales agreements, environmental and governmental permits and approvals, fuel supply and transportation agreements, sufficient equity capital and debt financing, electrical transmission agreements, site agreements and construction contracts, and there can be no assurance that BPC will be successful in doing so. In addition, project development is subject to certain environmental, engineering and construction risks relating to cost-overruns, delays and performance. Although BPC may attempt to minimize the financial risks in the development of a project by securing a favorable long-term power sales agreement, entering into power marketing transactions, obtaining all required governmental permits and approvals and arranging adequate financing prior to the commencement of construction, the development of a power project may require BPC to expend significant sums for project development, preliminary engineering, permitting and legal and other expenses before it can be determined whether a project is feasible, economically attractive or financable. If BPC were unable to complete the development of a facility, it would generally not be able to recover its investment in such a facility. The process for obtaining initial environmental, site and other governmental permits and approvals is complicated and lengthy, often taking more than two to three years, and is subject to significant uncertainties. As a result of competition, it may be difficult to obtain a power sales agreement for a proposed project, and the prices offered in new power sales agreements for both electric capacity and energy may be less than the prices in prior agreements. BPC believes that although the domestic power industry is undergoing consolidation and that significant acquisition opportunities are available, BPC is likely to confront significant competition for acquisition opportunities. In addition, there can be no assurance that BPC will continue to identify attractive acquisition opportunities at favorable prices or, to the extent that any opportunities are identified, that BPC will be able to consummate such acquisitions. Page 45 Capital Requirements Each power generation facility acquired or developed by BPC will require substantial capital investment. BPC's ability to arrange financing and the cost of such financing are dependent upon numerous factors, including general economic and capital market conditions, conditions in energy markets, regulatory developments, credit availability from banks or other lenders, investor confidence in the industry and BPC, the continued success of BPC's current facilities, and provisions of tax and securities laws that are conducive to raising capital. There can be no assurance that financing for new facilities will be obtained by BPC or be available to BPC on acceptable terms in the future. In addition, there can be no assurance that all required governmental permits and approvals for BPC's new or acquired facilities will be obtained, that BPC will be able to obtain favorable power sales agreements and adequate financing, or that BPC will be successful in the development of power generation facilities in the future. The limited availability of cash to meet equity requirements for projects will limit the size and scope of projects and opportunities the Company can reasonably consider. BPC has, in the past, guaranteed certain obligations of its subsidiaries and other affiliates. There can be no assurance that, in respect of any financings of facilities in the future, lenders or lessors will not require BPC to guarantee the indebtedness of such future facilities, rendering BPC's general corporate funds vulnerable in the event of a default by such facility or related subsidiary. Competition The power generation industry is characterized by intense competition, and BPC encounters competition from utilities, industrial companies and other power producers. Many of these companies have substantially greater resources and/or access to the capital required to fund such activities than BPC. In recent years, there has been increasing competition in an effort to obtain new power sales agreements, and this competition has contributed to a reduction in electricity prices. In this regard, many utilities often engage in "competitive bid" solicitations to satisfy new capacity demands. This competition adversely affects the ability of BPC to obtain power sales agreements and the price paid for electricity. There also is increasing competition between electric utilities. This competition has put pressure on electric utilities to lower their costs, including the cost of purchased electricity, and increasing competition in the future will increase this pressure. Government Regulation BPC's activities are subject to complex and stringent energy, environmental and other governmental laws and regulations. The construction and operation of power generation facilities require numerous permits, approvals and certificates from appropriate federal, state and local governmental agencies, as well as compliance with environmental protection legislation and other regulations. While BPC believes that it has obtained the requisite approvals for its existing operations and that its business is operated in accordance with applicable laws, BPC remains subject to a varied and complex body of laws and regulations that both public officials and private individuals may seek to enforce. There can be no assurance that existing laws and regulations will not be revised or that new laws and regulations will not be adopted or become applicable to BPC that may have an adverse effect on BPC's business or results of operations, nor can there be any assurance that BPC will be able to Page 46 obtain all necessary licenses, permits, approvals and certificates for proposed projects or that completed facilities will comply with all applicable permit conditions, statutes or regulations. In addition, regulatory compliance for the construction of new facilities is a costly and time consuming process, and intricate and changing environmental and other regulatory requirements may necessitate substantial expenditures to retrofit existing facilities or to obtain permits for new facilities and may create a significant risk of expensive delays or significant loss of value in a project if the project is unable to function as planned due to changing requirements or local opposition. Restructuring of the Domestic Electric Utility Industry In an obvious attempt toward the deregulation of the United States electric utility industry, Congress has considered or is considering legislation that could either repeal or materially amend the Public Utility Regulatory Policies Act of 1978 ("PURPA") or the Public Utility Holding Company Act of 1935 ("PUHCA"). Simultaneously, the Federal Energy Regulatory Commission ("FERC") as well as many state legislatures and public utility commissions, including California and Nevada, are currently implementing or studying the potential deregulation of the electric power industry. It is clear that the regulation of the electric utility industry is in a state of flux. It is unclear what measures will be ultimately adopted and their affect upon BPC. However, the following trends should be noted. First, BPC's historical business operations were highly dependent upon provisions of PURPA which sanctioned and encouraged the sale of electrical power by independent power producers to regulated utilities. Any material modifications or the repeal of PURPA could materially alter BPC's competitive advantage and future business strategies. Second, proposed modifications to PUHCA could permit independent power producers and vertically integrated utilities to acquire retail utilities, and their associated transmission systems, without geographic limitations which have been a cornerstone of the PUHCA legislation. In theory, this could allow power producers to transmit and sell their power (i.e., free access to wheeling) to retail markets throughout the country thereby dramatically increasing competition. If, and to what extent deregulation occurs, BPC may be required to compete with larger, vertically integrated power producers on an increasing basis. Third, in light of lower energy costs anticipated to accompany deregulation, retail utility companies are seeking ways to lower their energy costs by attempting to curtail, terminate or abandon high price facilities and long term supply contracts. Such actions may be with the tacit encouragement of applicable public service commissions which seek to pass on reduced power costs to their ratepayers. Simultaneously, publicly held utilities are seeking to maintain market share and profit margins for their stockholders. An example of this trend was the attempt of Nevada Power Company ("NPC") in 1995 and 1996 to curtail production from qualified facilities in NPC's service area including the NCA#1 and NCA#2 projects based upon NPC's long term power purchase agreements with these qualified facilities. While management does not believe NPC's efforts were successful, current management has recognized that such market pressures will only increase in the future and is attempting to take appropriate steps to minimize their impact upon existing long term contracts. Page 47 In summary, while the final impact of industry trends toward deregulation cannot be predicted with confidence, it is clear that deregulation will generally lead toward lower energy costs, smaller profit margins and will favor highly capitalized vertically integrated power producers. This may provide additional incentive for foreign development. BPC's ability to compete in a deregulated industry cannot be predicted at this time. Energy Price Fluctuations and Natural Gas Power purchase agreements with utilities typically contain price provisions which are, in part, linked to the utilities' cost of generating electricity. In addition, BPC's fuel supply prices may be fixed in some cases or may be linked to fluctuations in energy prices. In some cases there may be a period of time where project costs and revenues become unlinked due to regulatory delay. These circumstances can result in high volatility in gross margins and reduced operating income, either of which could have an adverse effect on BPC's results of operations. International Investments Independent power development in Mexico is a new industry and is subject to ongoing regulatory change. Development of projects in Mexico is subject to risks and uncertainties relating to the political, social and economic structures of Mexico, potential changes to the current regulations, fluctuations of inflation, currency valuation, currency inconvertibility, expropriation and confiscatory taxation. While current management is not aware of any regulatory changes in process that would adversely affect the development activity that BPC currently expects to undertake, there can be no guaranty that this climate will continue to exist. Another risk is the high rate of inflation that has been ongoing in Mexico for some time. While inflation for 1995 and 1996 ranged between 20% - 25%, inflation rates were under 16% for 1997. As a hedge against inflation, BPC intends to immediately convert all cash flow from pesos into dollars. Arrangements to make these exchanges have been completed with Mexican banks. An additional hedge against inflation is that, while there is some lag behind inflation and the price per kilowatt hour charged by CFE for power, the price per kilowatt hour generally follows the inflationary trend and is increasing at similar rates and provides a natural hedge for inflation. There can, however, be no assurance that this trend will continue in the future. In the past, CFE rates for certain sectors have been subsidized. It is CFE's stated goal to remove subsidies in the next three year period thereby creating a natural rise in the price per kilowatt hour charged for power as subsidies are removed and market rate levels are sought. There can be no assurance that prices will continue to increase, and a decrease in rates charged by CFE would result in a corresponding decrease in the revenue from the project. In negotiating additional contracts BPC will attempt to negotiate payment in U.S. dollars instead of in pesos. Where that is not possible, pesos will be converted into U.S. dollars as soon as they are received. Another area of risk is the exchange rate risk. In addition to rapid inflation, and primarily as a result of that inflation, exchange rates from pesos to dollars have been increasing since 1995 when the peso went through a massive devaluation. While BPC believes that efforts to develop additional power projects in Mexico will be successful, there can be no assurance that any additional projects will be completed. Page. 48 Start-Up Risks The commencement of operation of a newly constructed power plant involves many risks, including start-up problems, the breakdown or failure of equipment or processes and performance below expected levels of output or efficiency. New plants have no operating history and may employ recently developed and technologically complex equipment. Insurance is maintained to protect against certain of these risks, warranties are generally obtained for limited periods relating to the construction of each project and its equipment in varying degrees, and contractors and equipment suppliers are obligated to meet certain performance levels. Such insurance, warranties or performance guarantees may not be adequate to cover lost revenues or increased expenses and, as a result, a project may be unable to fund principal and interest payments under its financing obligations and may operate at a loss. A default under such a financing obligation could result in BPC losing its interest in such power generation facility. In addition, power sales agreements, which are typically entered into with a utility or user early in the development phase of a project, often enable the utility or user to terminate such agreement, or to retain security posted as liquidated damages, in the event that a project fails to achieve commercial operation or certain operating levels by specified dates or fails to make certain specified payments. In the event such a termination right is exercised, a project may not commence generating revenues, the default provisions in a financing agreement may be triggered (rendering such debt immediately due and payable) and the project may be rendered insolvent as a result. General Operating Risks and Environmental Matters The operation of power generation facilities involves many risks, including the breakdown or failure of power generation equipment, transmission lines, pipelines or other equipment or processes and performance below expected levels of output or efficiency. Although BPC's facilities, and future facilities will, contain certain redundancies and back-up mechanisms, there can be no assurance that any such breakdown or failure would not prevent the affected facility from performing under applicable power or steam sales agreements. In addition, although insurance is maintained to protect against certain of these operating risks, the proceeds of such insurance may not be adequate to cover lost revenues or increased expenses, and, as a result, the entity owning such power generation facility may be unable to service principal and interest payments under its financing obligations and may operate at a loss. A default under such a financing obligation could result in BPC losing its interest in such power generation facility. Discharges of pollutants into the air, soil or water may give rise to significant liabilities on the part of BPC to the government and third parties and may result in the assessment of civil or criminal penalties or require BPC to incur substantial costs of remediation and which could have a material adverse effect on BPC's results of operations. Impact of Curtailment Power and steam sales agreements contain curtailment provisions pursuant to which the purchasers of energy or steam are entitled to reduce the number of hours of energy or amount of steam purchased thereunder. Curtailment provisions are customary in power and steam sales agreements. There can be no assurance that BPC will not Page 49 experience curtailment. In the event of such curtailment, BPC's results of operations may be materially adversely affected. Dependence on Third Parties The nature of BPC's power generation facilities is such that each facility generally relies on one power or steam sales agreement with a single electric customer for substantially all, if not all, of such facility's revenue over the life of the project. The power and steam sales agreements are generally long-term agreements, covering the sale of electricity or steam for initial terms of 20 or 30 years. However, the loss of any one power or steam sales agreement with any of these customers could have a material adverse effect on BPC's results of operations. In addition, any material failure by any customer to fulfill its obligations under a power or steam sales agreement could have a material adverse effect on the cash flow available to BPC and, as a result, on BPC's results of operations. Furthermore, each power generation facility may depend on a single or limited number of entities to purchase thermal energy, or to supply or transport natural gas to such facility. The failure of any one customer, steam host, gas supplier or gas transporter to fulfill its contractual obligations could have a material adverse effect on a power project's qualifying status under PURPA regulations and on BPC's business and results of operations. Page 50 APPENDIX THIS BUSINESS PLAN IS PREPARED BY THE CURRENT MANAGEMENT OF THE DEBTOR OR ITS OPERATING SUBSIDIARIES. THE BUSINESS PLAN REFLECTS THE TYPE OF FUTURE BUSINESS FOR THE REORGANIZED DEBTOR THAT WOULD BE OPERATED IF CONDITIONS REMAIN UNCHANGED AND IF CURRENT MANAGEMENT WERE TO DIRECT THE FUTURE BUSINESS OPERATION OF THE REORGANIZED DEBTOR. HOWEVER, THE REORGANIZED DEBTOR'S FUTURE BUSINESS OPERATION IS TO BE DIRECTED BY AN INDEPENDENT BOARD OF DIRECTORS. ACCORDINGLY, SUCH INDEPENDENT BOARD, IN THE EXERCISE OF ITS BUSINESS JUDGMENT, MAY CHOOSE NOT TO FOLLOW THE RECOMMENDATIONS OF CURRENT MANAGEMENT AND THEREFORE THE FUTURE BUSINESS OPERATIONS OF THE REORGANIZED DEBTOR MAY DIFFER SIGNIFICANTLY FROM THE FUTURE BUSINESS OPERATIONS DISCUSSED IN THIS BUSINESS PLAN Table 2 here. Historical View of Sources and Uses of Cash Table 2a here Projected Sources and Uses of Cash Table 2(b) Reorganized Oil & Gas Cash Sources
1998 1999 2000 2001 2002 Existing Oil & Gas $2,265,318 $2,037,150 $812,082 $689,187 $581,134 Future Oil & Gas 1,203,296 2,437,321 3,972,098 5,443,231 7,201,297 Borrowing 400,000 0 1,734,435 2,110,056 2,462,126 ------- - --------- --------- --------- TOTAL $3,868,614 $4,474,471 $6,518,615 $8,242,474 $10,244,557 ========== ========== ========== ========== ===========
Table 2(c) Reorganized Power Cash Sources
1998 1999 2000 2001 2002 Existing Power $4,622,099 $5,180,033 $5,617,079 $5,709,292 $6,193,155 Future Power 216,143 340,845 1,537,052 3,262,448 4,868,463 Borrowing 0 0 0 0 0 - - - - - TOTAL $4,838,242 $5,520,878 $7,154,131 $8,971,740 $11,061,618 ========== ========== ========== ========== ===========
Table 2(d) TOTAL Reorganized Oil & Gas and Power Cash Sources
1998 1999 2000 2001 2002 Existing Total $6,887,417 $7,217,183 $6,429,161 $6,394,479 $6,774,289 Future Total 1,419,439 2,778,166 5,509,150 8,708,679 12,069,760 Borrowing Total 400,000 0 1,734,435 2,110,056 2,462,126 Settlements 3,750,000 0 0 0 0 --------- - - - - TOTAL $12,456,856 $9,995,349 $13,702,746 $17,213,214 $21,306,175 =========== ========== =========== =========== ===========
PROJECT ASSUMPTIONS Project #1 - ---------------------------------------------------------------------- Size: 25.3 MW Net Type: Combined Cycle Debt: 50% Interest Rate: 9.5% Financing Period: 15 Years On-Line Date: 3rd Quarter 2000 Fuel Type: Natural Gas Project #2 - ---------------------------------------------------------------------- Size: 10 MW Type: Back Pressure Steam Turbine Debt: 50% Interest Rate: 9.5% Financing Period: 7 Years On-Line Date: 3rd Quarter 2001 Fuel Type: #6 Heavy Fuel Project #3 - ---------------------------------------------------------------------- Size: 25.3MW Net Type: Combined Cycle Debt: 50% Interest Rate: 9.5% Financing Period: 15 Years On-Line Date: 3rd Quarter 2002 Fuel Type: Natural Gas CORPORATE ENTITIES BFC Bonneville Fuels Corporation (BFC), a Colorado corporation, is a wholly owned subsidiary of BPC. BFC is an oil and gas producer. BFC's wholly owned subsidiaries include BFMgt, BFO and CGC. BFMgt Bonneville Fuels Management Corporation (BFMgt), a Utah corporation, is a wholly owned subsidiary of BFC. BFMgt provides energy related management services with a focus on gas and electric sales, supply and consulting services to a variety of customers. BFO Bonneville Fuels Operating Corporation (BFO), a Utah corporation, is a wholly owned subsidiary of BFC. BFO is currently inactive. BNC Bonneville Nevada Corporation (BNC), a Nevada corporation, is a wholly owned subsidiary of BPC. BNC is a general partner of NCA#1 and owns a 50% interest in the NCA #1 power generation facility. BPS Bonneville Pacific Services Company, Inc. (BPS), an Idaho corporation, is a wholly owned subsidiary of BPC. BPS operates and maintains power generation facilities. BPC Bonneville Pacific Corporation (BPC), a Delaware corporation, is the intended holding company. CGC Colorado Gas Gathering (CGC), a Utah corporation, is a wholly owned subsidiary of BFC. CGC is the owner of a small gas gathering system in Colorado that gathers gas produced by BFC and others. CONAV Cogeneracion de Navojoa, S.A. de C.V. (CONAV), a Mexican corporation, owns a 4.0 MW cogeneration project under construction near Navojoa, Sonora Mexico. BPS owns 51% of CONAV. Kyocera Kyocera (Kyocera) is a 3.2 MW power generation facility that is 100% owned directly by BPC. Upon reorganization, BPC intends to transfer its ownership to Kyocera Cogeneration, Inc., a wholly owned subsidiary, which will be formed for that specific purpose. NCA #1 Nevada Cogeneration Associates #1 (NCA#1), a Utah General Partnership, is the owner of an 85 MW power generation facility located near Las Vegas, Nevada which sells power to NPC. This facility is operated by BPS. NCA#1 is sometimes referred to as the Garnet Valley facility. The partners in NCA#1 are BNC and a subsidiary of Texaco (TCCCC). Each partner owns a 50% interest. NCA #2 Nevada Cogeneration Associates #2 (NCA#2), a Utah General Partnership, is the owner of an 85 MW "sister" facility to NCA #1 located near Las Vegas, Nevada. NCA#2 was developed by Bonneville and Texaco and is owned 50% by a Texaco Subsidiary and 50% by a Destec subsidiary. This facility is operated by BPS. NCA#2 is sometimes referred to as the Black Mountain facility. NPC Nevada Power Company (NPC) is a Nevada public utility which purchases power from the NCA #1 and NCA#2 power generation facilities under long-term power purchase agreements. NPC is not affiliated with BPC. DEFINITIONS As used in this document, the following terms have the following specific meanings. Bbl means barrel. Bcf means billion cubic feet. Bcfe means billion cubic feet equivalent. Behind pipe is a well that has been drilled, but not completed in an additional productive zone. BLM is Bureau of Land Management. BTU is the quantity of heat required to raise the temperature of one pound of water by 1 degree Fahrenheit. Capital expenditures means all costs associated with exploratory and drilling, leasehold acquisitions, land costs and related expenditures, costs of construction, equipment costs, legal and other contract costs, construction loan fees and capitalized interest, and all other costs related to the completion of a well or other project. Capital expenditure budget means an estimate prepared by management for the total expenditures anticipated to be incurred during the subject time period. This amount can deviate or fluctuate due to the time of drilling of wells, environmental considerations, acquisition of key fee, state and federal leases, and gas and oil prices. Development well is a well drilled as an additional well to the same horizon or horizons as other producing wells on a prospect, or a well drilled on a spacing unit adjacent to a spacing unit with an existing well capable of commercial production and which is intended to extend the proven limits of a prospect. Exploratory well is a well drilled to find commercially productive hydrocarbons in an unproved area, or to extend significantly a known prospect. Farm-in is an assignment by the owner of a working interest in a gas and oil lease of the working interest, or a portion thereof, to another party who desires to drill on the leased acreage. Generally, the assignee is required to drill one or more wells in order to earn its interest in the acreage. The assignor usually retains a royalty or reversionary working interest in the lease. The assignee is said to have "farmed-in" the acreage. Farm-out is an assignment to another party of an interest in a drilling location and related acreage conditional upon the drilling of a well on that location. FERC means Federal Energy Regulatory Commission. G & G means geology and geophysical. Greenfield means beginning the development of a project from the "ground up". It begins with the idea for a project and then proceeds to securing a location and obtaining all of the necessary permits and contracts to allow for successful completion of the project. Gross gas and oil wells or gross acres are the number of wells or acres in which BFC has an interest. Inside-the-fence means that the net energy (electric and/or thermal) produced by the facility is sold directly to the consumer(s) (customers) facility which is either integrally connected or adjacent to the power or cogeneration facility. MBbl means thousand barrels. MMBtu means million British thermal units. Mcf means thousand cubic feet. Mcfe means thousand cubic feet equivalent. Mmcf means million cubic feet. MMcfe means million cubic feet equivalent. MTI - Mid Texas intermediate crude oil. Natural Gas Equivalents are determined using the ratio of six Mcf of natural gas to one barrel of crude oil, condensate or natural gas liquids so that one barrel of oil is referred to as six Mcf of natural gas equivalent of "Mcfe". Natural Gas Volumes are stated at the legal pressure base of the state or area in which the reserves are located at 60 degrees Fahrenheit, unless otherwise indicated in this document. Net gas and oil wells or "net" acres are determined by multiplying "gross" wells or acres by BFC's working interest in those wells or acres. NOL is Net Operating Loss. NYMEX is the New York Mercantile Exchange. P & A is plug and abandon which is the procedure of permanently closing the wellbore, eliminating surface equipment and reclaiming the surface surrounding a wellbore. Present Value of Estimated Future Net Revenues means the present value of estimated future revenues to be generated from the production of proved reserves calculated in accordance with Securities and Exchange Commission guidelines, net of estimated production and future development costs, using prices and costs as of the date of estimation without future escalation, without giving effect to non-property related expenses such as general and administrative expenses, debt service, future income tax expense and depreciation, depletion and amortization, and discounted using an annual discount rate of 10%. PURPA means Public Utility Regulatory Policies Act. QF means Qualifying Facility under PURPA. Reserves means natural gas and crude oil, condensate and natural gas liquids on a net revenue interest basis, found to be commercially recoverable. "Proved developed reserves" includes proved developed producing reserves and proved developed behind- pipe reserves. "Proved developed producing reserves" includes only those reserves expected to be recovered from existing completion intervals in existing wells. "Proved developed behind-pipe-reserves" includes those reserves that exist behind the casing of existing wells when the cost of making such reserves available for production is relatively small compared to the cost of a new well. "Proved undeveloped reserves" includes those reserves expected to be recovered from new wells on proved undrilled acreage or from existing wells where a relatively major expenditure is required for recompletion. Reserve replacement cost means the cost to BFC of additions to BFC's reserve base divided by the aggregate costs of developing or acquiring those additional reserves. SEC PV 10 is the method, as defined by the Securities and Exchange Commission's regulation S-X, for determining the present value of proven oil and gas reserves using a 10 percent discount rate. Working interest in a gas and oil lease is an interest that gives the owner the right to drill, produce and conduct operating activities on the property and to receive a share of production of any hydrocarbons covered by the lease. A working interest in a gas and oil lease also entitles its owner to a proportionate interest in any well located on the lands covered by the lease, subject to all royalties, overriding royalties and other burdens, to all costs and expenses of exploration, development and operation of any well located on the lease, and to all risks in connection therewith. WTI - Prices for West Texas intermediate crude oil CLARK M. MOWER BUSINESS EXPERIENCE President/Chief Executive Officer - Bonneville Pacific Corporation ( January 1992 to Present) Following Bonneville Pacific's filing for protection under Chapter 11 of the Bankruptcy Code in December of 1991, Mr. Mower was recommended by financial advisors to the Board of Directors of Bonneville Pacific Corporation and selected by the Board to assume the office of President and Chief Executive Officer of the financially troubled company. After June of 1992, Mr. Mower has been in constant communication with and has reported directly to the Trustee, Mr. Roger G. Segal. As President and CEO, Mr. Mower has been responsible for the day-to-day operations of the company. This includes coordination of the management committee and assignment of responsibilities as the company has been downsized. Mr. Mower has been responsible for providing advice to the Trustee as to the financial viability of each of the subsidiaries so that the Trustee could make decisions concerning the elimination of the non-profitable operations. The company is currently operating profitably. Mr. Mower has also been responsible for the re-negotiation of contracts and financing commitments and for banking coordination relating to the NCA#1 project during the Company's bankruptcy. Mr. Mower has had responsibility for budgetary control and coordination with the Trustee concerning the company operations. Chairman - of the Board of Directors, or as the sole director, for the wholly owned subsidiaries of Bonneville Pacific Corporation, and serves on the Management Committee for NCA#1. Vice President, Development, Bonneville Pacific Corporation (October 1990 to January 1992) As the Vice President of Development, Mr. Mower was responsible for all Marketing and Development activities of the company. As the Vice President, Mr. Mower was responsible for identifying development opportunities and determining their financial viability. Once an opportunity had been identified Mr. Mower was responsible for overseeing project negotiations and permitting efforts. The Development Department included a staff of ten and also provided day-to-day management of the project through the development process. Mr. Mower had budgetary responsibility for an annual development department budget of $4,500,000 in addition to project budgets which totaled over $300,000,000. Development Director - Bonneville Pacific Corporation (November 1989 - September 1990) As the Development Director, Mr. Mower had responsibility for overseeing the development of several projects throughout the United States. Mr. Mower also had supervisory and training responsibility for junior level developers and their activities. During this period of time Mr. Mower also continued with primary development responsibility for several projects. Development Manager - Bonneville Pacific Corporation (August 1988 - October 1989) As a Development Manager Mr. Mower had responsibility for the development of several of the company's cogeneration projects and permitting and coordination responsibility on all hydro and geothermal projects. Mr. Mower was also responsible for acquisition, development and partial sale of a 20MW wood-fired project. Projects developed by or under Mr. Mower's direction at Bonneville include: Garnet Valley - 85 MW Project, Las Vegas, Nevada (NCA#1) Final contract negotiations with the utility and thermal host, non-recourse financing and turnkey construction contract for this project and serves as the managing partner representative on the management committee. Led management team that renegotiated the power contracts to eliminate curtailment and led negotiations for refinancing. Black Mountain - 85 MW Project, Las Vegas, Nevada (NCA#2) Sister project to the Garnet Valley project. Performed similar functions prior to sale of project to Texaco. Also led management team that renegotiated the power contracts to eliminate curtailment and led negotiations for refinancing. SMUD - 132 MW Project, Sacramento, California Site selection, bidding, contract negotiations and permitting coordination for the project. Entered into a joint development agreement of the project and later sold the project to the joint developer. Yuma Project - 50 MW Project, Yuma, Arizona Site selection, contract negotiations and permitting for the project. This was the first project to negotiate an out-of-state contract for power supply to a California study. Sheldon Springs Project - 52 MW Project, Sheldon Springs, Vermont Prepared bid documents and negotiated the power purchase agreement and steam sales agreement with the thermal host. Acquired the site, re-zoned and subsequently subdivided the land parcel for a profit. Ryegate - 22 MW Woodwaste Project, East Ryegate, Vermont Acquired this project in the last stage of development. Negotiated the power purchase agreement and the turnkey project. Subsequently sold 75% of the project in two separate transactions resulting in a net gain of over four times the initial investment in the facility. Wailua Falls - 5 MW Hydro Project, Wailua, Kauai, Hawaii Negotiated land leases and local permitting for a two-unit site in Hawaii. Subsequently sold the project prior to commercial operation. Senior Vice President/Chief Operating Officer, Director, Member of the 3 man Executive Committee - Bingham Engineering, Salt Lake City, Utah (July 1973 - July 1988) Prior to joining Bonneville Pacific, Mr. Mower served as Executive Vice President and Chief Operating Officer of Bingham Engineering Company. Mr. Mower was employed by Bingham and related companies for a period of 17 years. The bulk of Mr. Mower's experience was in the planning, development and permitting of power projects throughout the Continental United States and Hawaii, with special emphasis on project feasibility, permitting, governmental approvals and environmental concerns. Mr. Mower worked closely with city, county, state and federal agencies regarding the approval process for projects designed and engineered under his direction. Mr. Mower also appeared as a witness in, and conducted public hearings regarding projects that he has been involved in. At Bingham, Mr. Mower's duties included scoping of the issues involved, including involvement in and conducting of agency and public meetings and overall responsibility for the preparation and approval of the required environmental documents and agency permits. Mr. Mower has extensive experience with the Federal Energy Regulatory Commission (FERC) and the federal licensing process. While at Bingham Mr. Mower had responsibility for coordination, administration and project assignments to a staff of 35-50 individuals and management of the budgeting process. Mr. Mower also served as a member of the Board of Directors and the three man executive committee responsible for establishing and administering company policy. Vice President - Business Manager, Director - National Cattle Industries, Bountiful, Utah (December 1970 - June 1973) At NCI Mr. Mower had responsibility for the marketing and business management functions of the corporation. EDUCATION Attended University of Utah - Business and Accounting STEVEN H. STEPANEK BUSINESS EXPERIENCE President/Board Member - Bonneville Fuels Corporation (1/94 to Present) General Manager - Bonneville Fuels Corporation (12/91 to 12/93) Management of the overall gas and oil producing activities and energy marketing activities of an independent production company with $20 million in sales and $5 million of cash flow. Owned interests include over 300 wells of which 180 are operated which represent over 70% of the Company's reserve value. The gas marketing and energy management activity has sales and customers in Utah, Colorado, California and Arizona. Responsibilities include providing the owners with budgets, plans and recommendations to manage production, plans for capital expenditures and price risk mitigation over the planning horizon and implementation of those plans. Also responsible for providing management oversight to a 85MW cogeneration plant owned jointly by subsidiaries of Bonneville and Texaco as a member of a four person management committee. Vice President - Marketing, Bonneville Fuels Corporation (8/89 to 11/91) Designed and implemented fuel supply plans for cogeneration projects and other industrial natural gas users. Responsibilities included negotiating contracts for fuel supply, transportation on interstate and intrastate pipelines, and local distribution company lines. Results included negotiating multiple fuel supply contracts with 15 to 20 years gas purchases and the firm transportation contracts to deliver that gas. Additional duties included monitoring federal and state regulatory bodies and participating in the regulatory process through interventions and testimony before those bodies. Industrial Account Executive - Minnegasco, a natural gas utility subsidiary of Arkla (7/88 to 8/89). Managed high volume and high load factor industrial accounts for this major mid-western gas utility. Responsibilities included negotiating gas sales contracts, coordinating the backup fuel (propane & oil) sales effort for the utility's non- regulated marketing affiliate, and arranging for the purchase and delivery of backup fuel supplies. Director of Industrial Marketing - Mountain Fuel Supply Co., (natural gas utility serving Utah and Wyoming) subsidiary of Questar Corporation (11/83 - 10/87) Managed the engineering and technical sales effort for the largest industrial and high load factor commercial customers of company. Involved understanding MFS's competitive position, the economics of alternate fuels and technologies, and federal and state regulations affecting the industry. The main thrust was: to find innovative ways for expanding systems to high volume users, to promote gas utilizing technologies such as cogeneration, oxy/gas burners, and gas/coke mixtures, and to serve existing large volume customers. Significant Accomplishments: Developed and implemented the system for transportation of customer owned gas. Extended service to a major ski resort area requiring a $1.4 million customer paid main line extension which accommodated a cogeneration project plus seven commercial and fifty residential customer additions. Extended service to a defense contractor requiring a $2.6 million customer paid main line and commitment to transport 700,000 decatherms annually for five years. Extended service to the state owned Great Salt Lake Pumping Project requiring a $2.1 million main line to serve three 1200 hp pumps. Contracted with and served five major new cogeneration projects in Utah and Colorado with a total of over 100MW of installed capacity. Assistant Director of Industrial Marketing - Mountain Fuel Supply Co., (11/82 - 11/83) Dealt with existing customers, solicited new customer additions, prepared department budgets including revenue and volume projections, and allocated department workload. Industrial Engineer - Mountain Fuel Supply Co., (3/81 - 11/82) Prepared capital budget and equipment leasing analysis, provided engineering analysis for the company's 2000 employees, and coordinated a business office quality circle. Major projects included: revision of the main and service line extension policy, evaluation of the ultimate lease/purchase of a telephone system projected to save $1.5 million over a five year period, development of lease rates for an eight story office building purchase by the company, and review of vendor proposals for meter reading route enhancement systems. EDUCATION M.B.A. Degree - University of Utah (Graduated 1980) B.A. Industrial Engineering - University of Iowa (Graduated 1978) PROFESSIONAL Registered as a Professional Engineer (P.E.) since 1986. Participated in the Pacific Coast Gas Association including sponsorship of the Industrial Sales Seminar (1986), and Chairmanship of the Market Services Section (1987). Member of the American Institute of Industrial Engineers (AIIE) 1980 to 1987. Personal activities resulted in the national award for Chapter Development in 1983. Member of the Independent Producers Association of the Mountain States (IPAMS) Electric Deregulation Committee Member and past president of the Utah Association of Industrial Energy Users TODD L. WITWER BUSINESS EXPERIENCE President/Board Member - Bonneville Pacific Services Co., Inc. (1992 - Present) Responsible for business plan, development of new business opportunities, corporate policy, corporate philosophy and contract negotiations. Management responsibility for operation of three cogeneration facilities ranging in size from 3.2 to 85 MW. This includes corporate management of the staffs of three operating facilities and the corporate office staff of two people. Provide lead contact with the plant owners, lending institutions, electric utilities, fuel suppliers, purchasers of thermal energy, the owner's insurer and various licensing and regulatory authorities. General Manager/Vice President - Bonneville Pacific Corporation (1991 - 1992) Operational responsibility for six cogeneration facilities ranging in size from 9 to 85 MW. This included managing five Plant Managers, their operation and maintenance staffs consisting of 9 to 17 people per site, and the corporate staff of 3 people in the headquarters office. Provided lead contact with the plant owners, electric utilities, fuel suppliers, purchasers of thermal energy, the project Insurer and various licensing and regulatory authorities. Manager - Technical Services - Bonneville Pacific Corporation (1988 - 1991) Lead responsibilities for technical aspects of operation and maintenance activities of facilities managed, owned and/or operated by Bonneville Pacific Corporation (BPC) or any of its subsidiary companies. Monitor plant performance for efficiency, output, maintenance and conformance to all technical and regulatory requirements. Responsible for selection and/or development of systems necessary for monitoring and controlling all technical aspects of the plants. Actively involved in supporting the plant management department in procedure development, planning and scheduling, preventative and planned maintenance, performance improvement and cost control. Actively involved in supporting BPC Development and Engineering departments in plant design and equipment selection. Other Assignments: Start-up Manager - Lehi Cogeneration Facility Acting Plant Manager - Lehi Cogeneration Facility Acting Plant Manager - American Atlas No. 1 Planned and managed the technical aspects of replacing the steam turbine at American Atlas No. 1 Assistant to Western Region Projects/Hydro/Nuclear Service Manager, Lafayette, California Westinghouse Electric Corporation Power Generation Service Division - (1986 - 1988) Planning and implementation of installation and maintenance contracts involving job management and/or craft labor work force. Implementation of repair service work for Westinghouse hydro, electric and nuclear plants in the Western Region of the United States. Assistant to Western Region Projects Manager, Portland, Oregon Westinghouse Electric Corporation - (1984 - 1986) Planning and implementation of installation and maintenance contracts involving job management and/or craft labor work force. Lead Installation Engineer, Start-up Engineer, & Field Service Engineer Westinghouse Electric Corporation - (1977 - 1984) Lead Installation Engineer of the US Borax 49 MW Cogeneration Facility in Boron, CA Start-Up Engineer on 750 MW fossil fuel steam turbine generation plant for Montana Power Company in Colstrip, Montana. Field Service Engineer for maintenance contracts for various public utilities. Provided installation, upgrade and start-up of Southern California Edison Coolwater/Westinghouse 520 MW Pace Plant in Barstow, California. EDUCATION B.S. Mechanical Engineering, California State University - Chico 1977 PROFESSIONAL American Society of Mechanical Engineers Association of Energy Engineers JAMES O. CABLE BUSINESS EXPERIENCE Vice President Operations/Board of Directors Member - Bonneville Fuels Corporation (1995 to Present) Management of exploration, drilling, production, land, information and office functions Business planning and analysis at the corporate and operations level, including detail budgeting Reserve analysis and valuation Contributor to Bonneville Pacific business planning Operations Manager/Engineering Manager - Bonneville Fuels Corporation (1990-1994) Management of drilling, production, land, information and office Functions Engineering analysis of company reserves, production and development opportunities and implementation Acquisition analysis and integration into company operations Computer system development, maintenance and custom application programming Manager of Operation - Avalon Energy Corporation (1987 - 1990) Management of production operations for 160 operated wells and associated field and office staff Management of 200 non-operated properties Gas contract administration Engineering analysis of reserves, economics, production General Manager, Concise Oil and Gas Partnership - Quinoco Oil & Gas Co. (1985 - 1987) Conceived, developed, and implemented the partnership to manage non-operated, non-strategic properties Set up business, i.e. business plan, bank accounts, policies, partnership, and staffing Wrote a network PC accounting system Implemented with 1300 properties, $20,000,000 asset value Manager Reserves, Quinoco Oil and Gas Co. Reserve analysis of 3500 properties, sec, bank, and auditor reporting and liaison for 23 partnerships with 45,000 partners Various economic analysis of financing and partnership arrangements as well as corporate planning support Senior Engineer - Energy Methods (merged into Quinoco) (1983 - 1985) Acquisition analysis, economics and evaluations Reserve analysis of properties and partnerships Daily operations management of New Mexico and west Texas Computer programming for partnership reserve analysis Reservoir and Pipeline Engineer - Worldwide Energy Co. (1981 - 1983) Reservoir and reserves engineering for Worldwide Energy Properties Pipeline engineer for Central States Gas Co. with 350 gas wells, 600 miles of pipeline and compression Pipeline simulation and modeling of deliverability using sparse matrix programming Pipeline Engineer - WestGas Co. (PSCo) (1978 - 1981) Gathering and transmission system analysis, design and Installation Gathering system project engineer - roundup gas storage project Planning engineer for transmission system Pipeline and well deliverability computer modeling Facilities Coordinator and Assistant Corporate Secretary - ISEP Corporation (Crow Canyon and Cherry Creek Schools) (1972 - 1976) Provided operations and maintenance of various school facilities Planned and built remote mobile home campus with electrical generation, potable water storage, and leach field system Provided transportation EDUCATION B.S. Civil Engineering - University of Colorado (Graduated 1978) PROFESSIONAL Member of the Society of Petroleum Engineers Member of the Institute of Electrical and Electronic Engineers KURBY K. BENDER, CPA BUSINESS EXPERIENCE Controller - Bonneville Fuels Corporation (1990 to Present) Manage all accounting functions of a corporate group that operates approximately 180 wells in Colorado, New Mexico, and Utah, and owns an interest in approximately 160 non-operated wells. (BFC markets or manages its own gas and additional 3rd party gas totaling over 25,000 MMBTU/day to various 3rd party markets.) Designed internal systems to monitor pipeline imbalances and to track and resolve variances in nominations, received volumes, and paid volumes. Manage banking and audit relationships. Manage insurance coverage for all property and casualty requirements. Manage all corporate income tax issues. Involved in management of commodity price risk through use of future, options, and swaps. Supervise staff of four. Recently played key role in debt restructuring of company. Financial Consultant - Euratex Corporation (1989 - 1990) Temporary engagement to assist in the financial restructuring of a public oil and gas exploration company. Managed all accounting and tax matters for the company. Updated all financial records after company had laid off entire accounting staff six months previous to my engagement. Prepared all workpapers for SEC audit. Designed and installed financial systems. Advised on fund raising plans related to new business ventures. Controller/Tax Manager - General Royalty, Inc. (1987 - 1989) Managed all corporate and partnership accounting, tax and financial matters. Instrumental in the planning for and implementation of a multimillion dollar royalty acquisition program. Involved in the writing of the overall business plan, sales prospectus and marketing plan. Controller/Tax Manager - Martin Oil Company (1981 - 1986) Managed accounting and tax functions for privately owned oil company and its oil-field services subsidiaries. Maintained accounting records for company and subsidiaries during periods of extremely rapid growth and significant staffing shortages. Formulated banking and investment policy. Developed, analyzed and compiled financial data used to raise venture capital which was subsequently used for exploration and development of oil and gas wells in the western United States. Responsible for filing all state and federal tax returns. Controller - Aurora Public School (1976 - 1981) Directed all accounting functions for one of the largest school systems in the Rocky Mountain region. Designed and implemented computerized accounting system for $100 million/year business, resulting in first time ever line item budget accountability. Certified Public Accountant - Leslie E. Whittemore and Company, CPA's Certified Public Accountant - Rhode, Titchenal and Scripter, CPA's (1972 - 1976) EDUCATION B.B.A. in Accounting - University of Iowa (Graduated 1978) Dale Carnegie - Effective Speaking and Human Relations PROFESSIONAL American Institute of Certified Public Accountants Colorado Society of Certified Public Accountants COPAS - Colorado. General Member and Secretary of Tax Committee ROGER SWENSON BUSINESS EXPERIENCE Vice President of Energy Marketing - Bonneville Fuels Corporation (1990 to Present) Responsibilities include: Sales and marketing of company owned production Hedging and price risk management services To initiate natural gas sales or management services with large natural gas end users Manage transportation for affiliated projects to minimize cost Power marketing positioning for future sales Develop fuel supply plans for cogeneration projects under development Achievements: Developed a marketing plan to capture high load factor, high margin accounts Initiated a sales program that built outside sales to over $9,000,000 per year Managed the transportation during the transition in California to utility brokered capacity for projects in Socal and PG&E territories Senior Industrial Marketing Engineer - Mountain Fuel Supply Co. (1984 to 1990) Responsibilities: To negotiate special service arrangements for non- traditional service Develop conditions related to sales and transportation Service Interact with existing or new customers concerning questions dealing with services or rates Promote the development of cogeneration in Mountain Fuel's territory Achievements: Responsible for the development of a special improvement district for financing a natural gas transmission line to serve the Snowbird cogeneration system and the town of Alta, Utah Established a discounted transportation rate that increased transportation volumes by 4,500,000 Dths in an eighteen month period. Incremental revenue was approximately $2,000,000 Successfully negotiated a gas transportation agreement with a major utility for volumes up to 20,000,000 Dths per year Energy Management Coordinator - Murray City Power Company (1983 to 1984) Responsibilities: Initiate energy conservation programs Analyze demand side power resource planning Establish energy management program for city buildings EDUCATION M.S. Industrial Engineering, University of Utah, 1989 B.S. Physics, University of Utah, 1982 PROFESSIONAL Member of the Utah Association of Industrial Energy Users On the Independent Producers Association of the Mountain States (IPAMS) Electric Deregulation Committee EX-99 15 ORDERS DISCLOSURE STATEMENT (AMENDED) EXHIBIT "4" Orders Entered by the Bankruptcy Court on July 2, 1998 a) Approving the Trustee's Disclosure Statement (Amended) for the Trustee's Amended Chapter 11 Plan for the Estate of Bonneville Pacific Corporation Dated April 22, 1998; and b) Scheduling Confirmation Hearing, Temporarily Allowing Claims for Voting Purposes and Approving Other Procedures 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) - ---------------------------------------------------------------- ORDER APPROVING DISCLOSURE STATEMENT (AMENDED) FOR TRUSTEE'S AMENDED CHAPTER 11 PLAN FOR THE ESTATE OF BONNEVILLE PACIFIC CORPORATION DATED APRIL 22, 1998 A hearing (the "Hearing") was held on the 3rd day of June, 1998, before the Honorable John H. Allen, United States Bankruptcy Court Judge, on approval of the Disclosure Statement for Trustee's Chapter 11 Plan for the Estate of Bonneville Pacific Corporation dated April 22, 1998 (the "Disclosure Statement"). The Trustee, Roger G. Segal, was present and was represented by his special plan counsel, Martin J. Bienenstock of the firm of Weil Gotshal & Manges, L.L.P., and by his general counsel, Vernon L. Hopkinson and Daniel J. Torkelson of the firm of Cohne, Rappaport & Segal, P.C. Peter Kuhn was present representing the United States Trustee. Wexford Management LLC was represented by Jeffrey W. Shields of Callister, Nebeker and McCullough and by Arthur Amron of Wexford Management LLC. The Ad Hoc Committee of Common Shareholders was represented by James C. Swindler of Johnson & Hatch. Wellhead Electric Company, Inc. and related entities were represented by Danny C. Kelly of Van Cott, Bagley, Cornwall & McCarthy and by Jeremy V. Richards of Pachulski, Stang, Ziehl & Young. Ford Motor Credit Company was represented by Kim R. Wilson of Snow, Christensen & Martineau. Halcyon/Alan B. Slifka Management Company L.L.C., and Halcyon Offshore Management Company L.L.C. were represented by George W. Pratt of Jones, Waldo, Holbrook & McDonough and Mitchell A. Karlan of Gibson, Dunn & Crutcher. Norwest Bank, Minnesota, was represented by Paul J. Scheerer of Dorsey & Whitney. C. Derek Anderson was represented by Paul F. Bennett of Gold, Bennett & Cera, L.L.P. and Noel S. Hyde of Nielsen & Senior. Portland General was represented by Robert B. Lochhead of Parr, Waddoups, Brown, Gee & Loveless. The Court noted other appearances, if any, on the record. The Court noted that there were objections filed as to the Disclosure Statement on behalf of C. Derek Anderson, Billy R. Thedford, the Ad Hoc Committee of Common Shareholders and Wexford Management LLC (collectively, the Objections"). The Court finds that notice of the hearing was properly given as required by law and by this Court's Order Scheduling Hearing on Approval of Disclosure Statement and Approving Form of Notice and Mailing and Publication Procedures dated April 22, 1998, and was appropriate and sufficient in the particular circumstances of this bankruptcy case. At the Hearing, the Trustee's general counsel advised the Court that the Trustee intended to amend the Disclosure Statement, as well as the Trustee's Chapter 11 Plan for the Estate of Bonneville Pacific Corporation dated April 22, 1998, to incorporate several revisions which were described on the record of the Hearing. At the Hearing, the Court heard the statements of counsel for the Trustee and counsel for the objecting parties. At the conclusion of the Hearing, the Court ruled that it approved the Disclosure Statement subject to parties who had objected to the Disclosure Statement being given ten (10) days to review the Trustee's amendments and file any objections thereto. The Court instructed counsel for the Trustee to file any amendments to the Plan and Disclosure Statement and serve such amendments on the parties appearing at the Hearing not less than ten (10) days prior to the July 1, 1998 at 2:00 p.m. continued/adjourned hearing on the Disclosure Statement (hereafter the "Continued Hearing"). On June 19, 1998, the Trustee filed, and served upon all parties appearing at the Hearing, his "Trustee's Supplemental Motion Regarding (1) Disclosure Statement and (2) Plan Confirmation Issues" (the "Supplemental Motion"), which included, as Exhibits "A" and "B" attached thereto, the Trustee's amendments to the Plan and the Disclosure Statement (the "Amendments"). The Plan and the Disclosure Statement, as amended by the Amendments, and the respective exhibits thereto, are hereinafter referred to as the "Amended Plan" and the "Amended Disclosure Statement". At the Continued Hearing, the Court heard statements regarding the Amendments from counsel for the Trustee and counsel for the objecting parties. The Court, having reviewed the Amended Plan, the Amended Disclosure Statement, the Objections, the Trustee's Response to the Objections and the Supplemental Motion, and having heard the statements of counsel, entered its findings and conclusions into the record, including a finding that the Amended Disclosure Statement contains "adequate information" within the meaning of Section 1125(a) of the United States Bankruptcy Code (the "Code"). Based upon the foregoing and for other good cause shown, each of the Objections is overruled and it is hereby ORDERED that, in accordance with Section 1125 of the Code and Rule 3017(b) of the Federal Rules of Bankruptcy Procedure, the Amended Disclosure Statement is hereby approved. DATED this ___ day of July, 1998. BY THE COURT John H. Allen United States Bankruptcy Court Judge CLERK'S CERTIFICATE OF SERVICE I HEREBY CERTIFY that I mailed true and correct copies of the foregoing Order to the persons named below, postage prepaid thereon, this ____ day of July, 1998. Peter J. Kuhn Noel S. Hyde UNITED STATES TRUSTEE'S OFFICE NIELSEN & SENIOR 9 Exchange Place, #100 60 East South Temple, #1100 Salt Lake City, Utah 84111 Salt Lake City, UT 84111 Roger G. Segal, Trustee James Ricciardi P.O. Box 11008 Mitchell A. Karlan Salt Lake City, Utah 84147-0008 GIBSON, DUNN & CRUTCHER 200 Park Avenue, 48th Floor Vernon L. Hopkinson New York, NY 10166-0193 COHNE, RAPPAPORT & SEGAL 525 East 100 South, 5th Floor Alan Gamza Salt Lake City, Utah 84102 MOSES & SINGER 1301 Avenue of the Americas Martin J. Bienenstock New York, NY 10019-6076 WEIL GOTSHAL & MANGES, L.L.P. 767 Fifth Avenue Joseph Wagda New York, New York 10153 547 Blackhawk Club Dr. Danville, CA 94506 Jeffrey L. Shields CALLISTER, NEBEKER & McCULLOUGH Jeremy Richards 10 East South Temple, #800 PACHULSKI, STANG, ZIEHL & YOUNG Salt Lake City, Utah 84133 Center City North Building 10100 Santa Monica Blvd., #1100 George W. Pratt Los Angeles, CA 90067 JONES, WALDO, HOLBROOK & McDONOUGH Robert B. Lochhead 170 South Main Street, Suite 1500 PARR, WADDOUPS, BROWN, GEE & Salt Lake City, UT 84101 LOVELESS P.O. Box 11019 Paul F. Bennett Salt Lake City, Utah 84147 GOLD, BENNETT & CERA, L.L.P. 595 Market Street, #2300 Harvey Greenfield San Francisco, CA 94105 10 East 40th Street, 44th Floor New York, New York 10016 Joel R. Dangerfield Kim R. Wilson 9 Exchange Place, # 1123 SNOW, CHRISTENSEN & MARTINEAU Salt Lake City, UT 84111 P.O. Box 45000 Salt Lake City, Utah 84145 James C. Swindler JOHNSON & HATCH Paul J. Scheerer 10 West Broadway, # 400 DORSEY & WHITNEY Salt Lake City, Utah 84101 220 South 6th Street Minneapolis, Minnesota 55402 Danny C. Kelly VAN COTT, BAGLEY, CORNWALL & McCARTHY 50 South Main, # 1600 Salt Lake City, Utah 84144 CLERK, U.S. BANKRUPTCY COURT By: Deputy Clerk 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) - ----------------------------------------------------------------- ORDER SCHEDULING CONFIRMATION HEARING, TEMPORARILY ALLOWING CLAIMS FOR VOTING PURPOSES AND APPROVING OTHER PROCEDURES A hearing (the "Hearing") was held on the 3rd day of June, 1998, before the Honorable John H. Allen, United States Bankruptcy Court Judge, on the Trustee's Motion Regarding Plan Confirmation Issues (the "Motion"). The Trustee, Roger G. Segal, was present and was represented by his special plan counsel, Martin J. Bienenstock of the firm of Weil Gotshal & Manges, L.L.P., and by his general counsel, Vernon L. Hopkinson and Daniel J. Torkelson of the firm of Cohne, Rappaport & Segal, P.C. Peter J. Kuhn was present representing the United States Trustee. Wexford Management LLC was represented by Jeffrey W. Shields of Callister, Nebeker and McCullough and by Arthur Amron of Wexford Management LLC. The Ad Hoc Committee of Common Shareholders was represented by James C. Swindler of Johnson & Hatch. Wellhead Electric Company, Inc., and related entities were represented by Danny C. Kelly of Van Cott, Bagley, Cornwall & McCarthy and by Jeremy Richards of Pachulski, Stang, Ziehl & Young. Ford Motor Credit Company was represented by Kim R. Wilson of Snow, Christensen & Martineau. Halcyon/Alan B. Slifka Management Company L.L.C., and Halcyon Offshore Management Company L.L.C. were represented by George W. Pratt of Jones, Waldo, Holbrook & McDonough and Mitchell A. Karlan of Gibson, Dunn & Crutcher. Norwest Bank, Minnesota, was represented by Paul J. Scheerer of Dorsey & Whitney. C. Derek Anderson was represented by Paul F. Bennett of Gold, Bennett & Cera, L.L.P. and Noel S. Hyde of Nielsen & Senior. Portland General was represented by Robert B. Lochhead of Parr, Waddoups, Brown, Gee & Loveless. The Court noted other appearances, if any, on the record. The Court finds that notice of the Hearing was properly given as required by law and by this Court's Order Scheduling Hearing on Approval of Disclosure Statement and Approving Form of Notice and Mailing and Publication Procedures dated April 22, 1998, and was appropriate and sufficient in the particular circumstances of this bankruptcy case. Immediately prior to the Hearing, the Trustee's general counsel had advised the Court that the Trustee intended to amend the Trustee's Chapter 11 Plan for the Estate of Bonneville Pacific Corporation dated April 22, 1998 (the "Plan") and the Disclosure Statement for Trustee's Chapter 11 Plan for the Estate of Bonneville Pacific Corporation dated April 22, 1998 (the "Disclosure Statement"), to incorporate several revisions which were described on the record of the hearing on the Disclosure Statement. At the Hearing, the Court heard the statements with respect to the Motion from counsel for the Trustee, as well as from counsel for Wexford Management LLC. Although the Court indicated at the Hearing that it would likely grant the relief requested in the Motion, the Court adjourned the Hearing until July 1, 1998 (the "Continued Hearing") so that the Court could consider the Motion in light of the Trustee's amendments to the Plan and Disclosure Statement. On June 19, 1998, the Trustee filed, and served upon all parties appearing at the Hearing, his "Trustee's Supplemental Motion Regarding (1) Disclosure Statement and (2) Plan Confirmation Issues" (the "Supplemental Motion"), which included, as Exhibits "A" and "B" attached thereto, the Trustee's amendments to the Plan and the Disclosure Statement (the "Amendments"). The Plan and the Disclosure Statement, as amended by the Amendments, are hereinafter referred to as the "Amended Plan" and the "Amended Disclosure Statement". Also attached to the Supplemental Motion, as Exhibits "C", "D" and "E" were three (3) revised forms of Ballots to be sent to the holders of claims or interests (collectively, the "Ballots"), which include changes to the form of Ballot attached to the Motion consistent with the above referenced revisions to the Plan and the Disclosure Statement. Also attached to the Supplemental Motion, as Exhibits "F" and "G" were revised forms of a "Mailed Notice" and "Published Notice", which include changes to the forms of the "Mailed Notice" and "Published Notice" attached to the Motion consistent with the above referenced revisions to the Plan and the Disclosure Statement. At the Continued Hearing, the Court heard statements from counsel regarding the Trustee's amendments to the Plan and the Disclosure Statement, the revised forms of Ballots (including objections to the form of the Ballots filed by C. Derek Anderson and Wexford Management LLC) and the revised forms of the Mailed Notice and Published Notice. The Court, having reviewed the Motion, the Supplemental Motion, the Amended Plan, the Amended Disclosure Statement, the revised Ballots (and the objections thereto), the revised Mailed Notice and the revised Published Notice, and having heard the statements of counsel, entered its findings and conclusions into the record. Based upon the foregoing and for other good cause shown, it is hereby ORDERED AS FOLLOWS: 1. A hearing (the "Confirmation Hearing") to consider confirmation of the Amended Plan and approval of the claim estimations, objections and settlements embodied in or contemplated by the Amended Plan, shall be held before the Honorable John H. Allen, United States Bankruptcy Court Judge, in his courtroom located in Room 376 in the Frank E. Moss Federal Courthouse, 350 South Main Street, Salt Lake City, Utah, beginning at 9:00 o'clock a.m., on August 26, 1998. The Confirmation Hearing may be continued from time to time without further notice to any party-in- interest other than the announcement of the date of the continued hearing at the adjournment of the preceding hearing. 2. Any objection to the Plan (a) must be filed in writing with the Court and a copy actually served on the Trustee's general counsel, Vernon L. Hopkinson of Cohne, Rappaport & Segal, 525 East 100 South, Suite 500, Salt Lake City, Utah 84102; on the Trustee's special plan counsel, Martin J. Bienenstock of Weil Gotshal & Manges, L.L.P., 767 Fifth Avenue, New York, New York 10153; and on the office of the U.S. Trustee, 9 Exchange Place, #100, Salt Lake City, Utah 84111, by not later than August 17, 1998; (b) must state the name and address of the objecting party and the precise nature of the claim or interest of such party (i.e., the exact amount of the objecting party's asserted claim or interest and the actual consideration paid or otherwise given by such party in exchange for such asserted claim or interest); and (c) must state with particularity the legal and factual basis and nature of any objection. 3. The forms of Ballots which are attached to the Supplemental Motion as Exhibits "C", "D" and "E" are hereby approved. 4. In order to be counted as votes to accept or reject the Plan, all Ballots must be properly executed, completed and delivered to the Trustee by mail, overnight courier, or personal delivery, so that they are actually received by the Trustee no later than August 17, 1998. 5. Solely for purposes of voting to accept or reject the Plan and not for the purpose of the allowance of or distribution on account of a claim, and without prejudice to the rights of the Trustee in any other context, each claim within classes 5, 6, 7 and 9 which has not previously been allowed, is and shall be temporarily allowed as follows: (a) With respect to claims in class 5 (Prepetition Selling Debenture Claims), each such claim shall be temporarily allowed for voting purposes only in the amount set forth on Exhibit "D" of the Plan, which amounts have been uniformly calculated by the Trustee as described in Article 4.2 (e) of the Plan. (b) With respect to claims in class 6 (Post-petition Selling Debenture Claims), each such claim shall be temporarily allowed for voting purposes only in the amount set forth on Column 2 of Exhibit "E" of the Plan, which amounts have been uniformly calculated by the Trustee as described in Article 4.2 (f) of the Plan. (c) With respect to claims in class 7 (Limited Partner Claims), each such claim shall be temporarily allowed for voting purposes only in the amount set forth on Column 2 of Exhibit "F" of the Plan, which amounts have been uniformly calculated by the Trustee as described in Article 4.2 (g) of the Plan. (d) With respect to claims in class 9 (Section 510(b) Equity Claims), each such claim shall be temporarily allowed for voting purposes only in the amount set forth on Exhibit "H" of the Plan or Column 3 of Exhibit "I" of the Plan, which amounts have been uniformly calculated by the Trustee as described in Article 4.2 (I) of the Plan. For purposes of calculating Column 3 of Exhibit "I", the amount of the credit in Column 2 of Exhibit "I" should be calculated at $2.14 for each share of Existing Common Stock which has not been reported by the Claimant to the Trustee as having been sold. Such $2.14 per share figure is midway between the low estimate ($1.93) and high estimate ($2.36) for the value of the Plan Common Stock (which is to be valued by the Bankruptcy Court at the Confirmation Hearing) as discussed in detail in the Disclosure Statement. (e) Notwithstanding subparagraphs (a) through (d) above, if a claim in class 5, 6, 7 or 9 is listed on the relevant Exhibit to the Plan as "disputed", or if the Trustee has filed an objection to a claim at least ten (10) days prior to the expiration of the period during which holders of claims may vote to accept or reject the Plan, such claim(s) shall not be temporarily allowed for voting purposes. 6. If any claimant wishes to seek the temporary allowance of its claim for voting purposes in an amount different than that set forth in paragraph 5 above, then such claimant must file its own additional motion pursuant to Rule 3018(a) to so request temporary allowance for voting purposes in an amount different from that set forth in paragraph 5 above. In the event a claimant does so file its own additional Rule 3018(a) motion, (a) the claimant must serve such motion (with a notice of hearing thereon) on the Trustee's general counsel, the Trustee's special plan counsel and on the United States Trustee at the addresses set forth above; and (b) the claimant must have such motion heard by the Bankruptcy Court not later than August 17, 1998. 7. If any claimant objects to the method of calculation, settlement, resolution or allowance of the claims in classes 5, 6, 7 and 9, as provided in the Plan, such claimant must file a written objection with the Court, with a copy actually served on the Trustee not later than August 17, 1998. If such an objection is not timely filed and the Plan is confirmed, then such claimant's claim(s) in classes 5, 6, 7 and 9 will be allowed only in those "Allowed Amounts" expressly set forth in the Plan. 8. The forms of "Mailed Notice" and "Published Notice" which are attached to the Supplemental Motion as Exhibits "F" and "G", respectively, and the proposed method in which the Trustee will mail or publish such notices, provides good and sufficient notice to all known and unknown holders of claims, including without limitation, contingent claims, of the Confirmation Hearing; the deadline for the filing of objections to the Plan; the deadline for the receipt of ballots to accept or reject the Plan; notice to claimants in classes 5, 6, 7 and 9 that their claims have been temporarily allowed for voting purposes only as set forth in paragraph 5 above unless the claimant files its own additional Rule 3018(a) motion within the deadline set forth in paragraph 6 above and, if the Plan is confirmed, their claims will be allowed only in the estimated "Allowed Amounts" expressly set forth in Article 4.2 of the Plan unless the claimant files an objection to such treatment within the deadline set forth in paragraph 7 above; and all other matters set forth in the "Mailed Notice" and the "Published Notice", and therefore such notices, as well as the proposed method in which the Trustee will mail or publish such notices, are approved and adopted by the Court. 9. The procedures set forth in paragraphs 13, 14 and 15 of the Motion, the terms of which are incorporated herein by this reference, to cause the Plan, the Disclosure Statement, the Ballots and the Mailed Notice to be mailed to creditors, current equity security holders, current debenture holders and other parties-in- interest satisfies the mailing requirements of Rule 3017(d) of the Federal Rules of Bankruptcy Procedure. Such procedures are reasonably calculated, under the unique circumstances of this case, to give parties-in-interest that can be reasonably identified by the Trustee copies of the Plan, the Disclosure Statement and (where applicable) a Ballot, and notice by mail of the Confirmation Hearing, the deadline for the filing of objections to the Plan, the deadline for the receipt of ballots to accept or reject the Plan, and notice to claimants in classes 5, 6, 7 and 9 that (a) their claims have been temporarily allowed for voting purposes only as set forth in paragraph 5 above unless the claimant files its own additional Rule 3018(a) motion within the deadline set forth in paragraph 6 above and (b) if the Plan is confirmed, their claims will be allowed only in the estimated "Allowed Amounts" expressly set forth in Article 4.2 of the Plan unless the claimant files an objection to such treatment within the deadline set forth in paragraph 7 above, and all other matters set forth in such notices. All other holders of claims (as defined in Section 101(5) of the Code), interest holders and other parties-in-interest shall be deemed unknown claimants, interest holders and parties-in-interest in the Debtor's bankruptcy case who shall have received by virtue of the published notices provided for herein good and sufficient notice of all matters referred to in this Order. The procedures set forth in paragraphs 13, 14 and 15 of the Motion are hereby approved and adopted by the Court and the Trustee is authorized and empowered to mail the Plan, the Disclosure Statement, the Ballots and the Mailed Notice in accordance with such procedures by not later than July 20, 1998. 10. The procedure set forth in paragraph 15 of the Motion and the procedure set forth in paragraph 13(c) (including footnote 2) of the Motion, for transmitting the Mailed Notice, the Plan, the Ballots and the Disclosure Statement to beneficial holders of the Debtor's existing common stock and the Debtor's 7-3/4% Convertible Subordinated Debentures is hereby approved pursuant to Rule 3017(e) of the Federal Rules of Bankruptcy Procedure. 11. Publication of the Published Notice in accordance with the procedures set forth in paragraph 18 of the Motion, the terms of which are incorporated herein by this reference, and in the newspapers listed therein is a procedure reasonably calculated, under the unique circumstances of this case, to give notice of the matters set forth in this Order and, therefore, the Published Notice shall supplement the mailed notices authorized and approved in this Order and shall also constitute due and adequate notice of the Confirmation Hearing and all other matters set forth in the Published Notice to all parties-in-interest (including without limitation, holders of unfiled and unscheduled claims, as defined in Section 101(5) of the Code) and other unknown claimants, equity security holders and other parties-in-interest and in the Debtor's bankruptcy proceeding) who may not, for whatever reason, receive the Mailed Notice. The procedures set forth in paragraph 18 of the Motion are hereby approved and adopted by the Court and the Trustee is authorized and empowered to publish the Published Notice in accordance with such procedures by not later than July 20, 1998. 12. The Trustee is authorized and empowered to take all actions as may be necessary to implement and effectuate the aforesaid mailings and publications. DATED this ___ day of July, 1998. BY THE COURT John H. Allen United States Bankruptcy Court Judge CLERK'S CERTIFICATE OF SERVICE I HEREBY CERTIFY that I mailed true and correct copies of the foregoing Order to the persons named below, postage prepaid thereon, this day of July, 1998. Peter J. Kuhn Noel S. Hyde UNITED STATES TRUSTEE'S OFFICE NIELSEN & SENIOR 9 Exchange Place, #100 60 East South Temple, #1100 Salt Lake City, Utah 84111 Salt Lake City, UT 84111 Roger G. Segal, Trustee James Ricciardi P.O. Box 11008 Mitchell A. Karlan Salt Lake City, Utah 84147-0008 GIBSON, DUNN & CRUTCHER 200 Park Avenue, 48th Floor Vernon L. Hopkinson New York, NY 10166-0193 COHNE, RAPPAPORT & SEGAL 525 East 100 South, 5th Floor Alan Gamza Salt Lake City, Utah 84102 MOSES & SINGER 1301 Avenue of the Americas Martin J. Bienenstock New York, NY 10019-6076 WEIL GOTSHAL & MANGES, L.L.P. 767 Fifth Avenue Joseph Wagda New York, New York 10153 547 Blackhawk Club Dr. Danville, CA 94506 Jeffrey L. Shields CALLISTER, NEBEKER & McCULLOUGH Jeremy Richards 10 East South Temple, #800 PACHULSKI, STANG, ZIEHL & YOUNG Salt Lake City, Utah 84133 Center City North Building 10100 Santa Monica Blvd., #1100 George W. Pratt Los Angeles, CA 90067 JONES, WALDO, HOLBROOK & McDONOUGH Robert B. Lochhead 170 South Main Street, Suite 1500 PARR, WADDOUPS, BROWN, GEE & Salt Lake City, UT 84101 LOVELESS P.O. Box 11019 Paul F. Bennett Salt Lake City, Utah 84147 GOLD, BENNETT & CERA, L.L.P. 595 Market Street, #2300 Harvey Greenfield San Francisco, CA 94105 10 East 40th Street, 44th Floor New York, New York 10016 Joel R. Dangerfield Kim R. Wilson 9 Exchange Place, # 1123 SNOW, CHRISTENSEN & MARTINEAU Salt Lake City, UT 84111 P.O. Box 45000 Salt Lake City, Utah 84145 James C. Swindler JOHNSON & HATCH Paul J. Scheerer 10 West Broadway, # 400 DORSEY & WHITNEY Salt Lake City, Utah 84101 220 South 6th Street Minneapolis, Minnesota 55402 Danny C. Kelly VAN COTT, BAGLEY, CORNWALL & Gavin Wilkinson McCARTHY NORWEST BANK MINNESOTA, N.A. 50 South Main, # 1600 Sixth and Marquette Salt Lake City, Utah 84144 Minneapolis, MN 55479-0069 BONNEVILLE PACIFIC CORPORATION 50 West Broadway, Suite 300 Salt Lake City, Utah 84101 CLERK, U.S. BANKRUPTCY COURT By: Deputy Clerk EX-99 16 PREPETITION BUSINESS DISCLOSURE STATEMENT (AMENDED) EXHIBIT "5" List From Debtor-in-Possession's Statement Of Affairs of Prepetition Business LIST OF BUSINESSES IN WHICH BONNEVILLE PACIFIC CORPORATION WAS A PARTNER OR OWNED 5% OR MORE OF VOTING SECURITIES: NAME: Bonneville Foods Corporation ADDRESS : 257 East 200 South, Ste. 800 Salt Lake City, Utah 84111 NATURE OF BUSINESS: Food processing, manufacturing and marketing BEGINNING DATE: 06/03/88 ENDING DATE: NAME: Bonneville Fuels Corporation ADDRESS : 257 East 200 South, Ste. 800 Salt Lake City, Utah 84111 NATURE OF BUSINESS: To own, develop, acquire, sell and deliver natural gas and other fuels BEGINNING DATE: 06/17/87 ENDING DATE: NAME: Bonneville McKenzie Energy Corporation ADDRESS: 257 East 200 South, Ste. 800 Salt Lake City, Utah 84111 NATURE OF BUSINESS: To own, operate, and develop hydroelectric generating facilities BEGINNING DATE: 02/ /89 ENDING DATE: NAME: Bonneville Pacific Services Company, Inc. ADDRESS: 257 East 200 South, Ste. 800 Salt Lake City, Utah 84111 NATURE OF BUSINESS: To own, operate and provide maintenance for power generation plants BEGINNING DATE: 11/20/86 ENDING DATE: 1 NAME: Bonneville-West Corporation ADDRESS: 257 East 200 South, Ste. 800 Salt Lake City, Utah 84111 NATURE OF BUSINESS: To own, operate and develop micro- cogeneration projects BEGINNING DATE: 09/24/69 ENDING DATE: NAME: Bonneville-Nevada Corporation ADDRESS: 257 East 200 South, Ste. 800 Salt Lake City, Utah 84111 NATURE OF BUSINESS: To engage in the business of cogeneration and small power production (unregulated) BEGINNING DATE: 12/02/88 ENDING DATE: NAME: Bonneville Wind Corporation ADDRESS: 257 East 200 South, Ste. 800 Salt Lake City, Utah 84111 NATURE OF BUSINESS: To develop, own and operate wind energy projects BEGINNING DATE: 12/14/88 ENDING DATE: NAME: Cogeneration Technology and Development Company ADDRESS: 257 East 200 South, Ste. 800 Salt Lake City, Utah 84111 NATURE OF BUSINESS: To conduct all lawful business pursuant to Colorado Code BEGINNING DATE: 05/01/86 ENDING DATE: NAME: Marport Development Corporation ADDRESS: 257 East 200 South, Ste. 800 Salt Lake City, Utah 84111 NATURE OF BUSINESS: To develop, own and operate certain projects for the sale of crude oil and electricity BEGINNING DATE: 09/02/87 ENDING DATE: 2 NAME: Watsonville Cogen Corp. ADDRESS: 257 East 200 South, Ste. 800 Salt Lake City, Utah 84111 NATURE OF BUSINESS: Development of cogeneration projects and the sale of electricity BEGINNING DATE: 01/11/89 ENDING DATE: NAME: California Industrial Cogeneration ADDRESS: 257 East 200 South, Ste. 800 Salt Lake City, Utah 84111 NATURE OF BUSINESS: Development of cogeneration projects and the sale of electricity BEGINNING DATE: 01/11/89 ENDING DATE: NAME: Bonneville Pacific-Island Park Corporation ADDRESS: 257 East 200 South, Ste. 800 Salt Lake City, Utah 84111 NATURE OF BUSINESS: To own, develop, operate and maintain hydroelectric facilities BEGINNING DATE: 02/24/89 ENDING DATE: NAME: Fulcrum, Inc. ADDRESS: 257 East 200 South, Ste. 800 Salt Lake City, Utah 84111 NATURE OF BUSINESS: To own, develop and operate hydroelectric facilities BEGINNING DATE: 05/13/88 ENDING DATE: NAME: Recomp, Inc. ADDRESS: 257 East 200 South, Ste. 800 Salt Lake City, Utah 84111 NATURE OF BUSINESS: Waste process management and composting BEGINNING DATE: 06/16/69 ENDING DATE: 3 NAME: Stillaguamish River Hydro, Inc. ADDRESS: 257 East 200 South, Ste. 800 Salt Lake City, Utah 84111 NATURE OF BUSINESS: To develop, operate and maintain hydroelectric facilities BEGINNING DATE: 03/20/90 ENDING DATE: NAME: Sauk River Hydro, Inc. ADDRESS: 257 East 200 South, Ste. 800 Salt Lake City, Utah 84111 NATURE OF BUSINESS: To develop, operate and maintain hydroelectric facilities BEGINNING DATE: 03/20/90 ENDING DATE: NAME: Skyomish River Hydro, Inc. ADDRESS: 257 East 200 South, Ste. 800 Salt Lake City, Utah 84111 NATURE OF BUSINESS: To develop, operate and maintain hydroelectric facilities BEGINNING DATE: 03/20/90 ENDING DATE: NAME: Baker Power Company ADDRESS: 257 East 200 South, Ste. 800 Salt Lake City, Utah 84111 NATURE OF BUSINESS: To develop, own and operate hydroelectric facilities BEGINNING DATE: 12/19/89 ENDING DATE: NAME: Bonneville-Yuma Corporation ADDRESS: 257 East 200 South, Ste. 800 Salt Lake City, Utah 84111 NATURE OF BUSINESS: To develop, own, operate and maintain energy facilities BEGINNING DATE: 09/07/89 ENDING DATE: 4 NAME: Honolii Power Company, Inc. ADDRESS: 257 East 200 South, Ste. 800 Salt Lake City, Utah 84111 NATURE OF BUSINESS: To develop, own, operate and maintain energy facilities BEGINNING DATE: 01/01/89 ENDING DATE: NAME: Bonneville Pacific Capital Corporation ADDRESS: 257 East 200 South, Ste. 800 Salt Lake City, Utah 84111 NATURE OF BUSINESS: Acquiring and selling interests in energy projects BEGINNING DATE: 12/14/89 ENDING DATE: NAME: Bonneville Vermont Corporation ADDRESS: 257 East 200 South, Ste. 800 Salt Lake City, Utah 84111 NATURE OF BUSINESS: Acquiring and selling interests in energy projects BEGINNING DATE: 04/27/90 ENDING DATE: NAME: Sheldon Pacific Corporation ADDRESS: 257 East 200 South, Ste. 800 Salt Lake City, Utah 84111 NATURE OF BUSINESS: Developing and owning power projects BEGINNING DATE: 06/05/90 ENDING DATE: NAME: Bonneville Las Vegas Corporation ADDRESS: 257 East 200 South, Ste. 800 Salt Lake City, Utah 84111 NATURE OF BUSINESS: To develop, own, operate and maintain energy facilities BEGINNING DATE: 09/04/90 ENDING DATE: 5 NAME: Bonneville General Corporation ADDRESS: 257 East 200 South, Ste. 800 Salt Lake City, Utah 84111 NATURE OF BUSINESS: Owning, acquiring and selling interests in power projects BEGINNING DATE: 09/04/90 ENDING DATE: NAME: Bonneville Springfield Corporation ADDRESS: 257 East 200 South, Ste. 800 Salt Lake City, Utah 84111 NATURE OF BUSINESS: To develop, construct, own, operate and maintain wood-fired energy plants BEGINNING DATE: 12/18/90 ENDING DATE: NAME: Bonneville Antioch Corporation ADDRESS: 257 East 200 South, Ste. 800 Salt Lake City, Utah 84111 NATURE OF BUSINESS: Developing, owning and selling interests in power projects BEGINNING DATE: 01/23/91 ENDING DATE: NAME: Bonneville Sacramento Corporation ADDRESS: 257 East 200 South, Ste. 800 Salt Lake City, Utah 84111 NATURE OF BUSINESS: Owning, acquiring and selling interests in power projects BEGINNING DATE: 06/28/91 ENDING DATE: NAME: Snowy Range Energy, Inc. ADDRESS: 257 East 200 South, Ste. 800 Salt Lake City, Utah 84111 NATURE OF BUSINESS: To develop, own and operate wind energy projects BEGINNING DATE: 02/20/91 ENDING DATE: 6 NAME: Bonneville Development Corporation ADDRESS: 257 East 200 South, Ste. 800 Salt Lake City, Utah 84111 NATURE OF BUSINESS: Developing, owning and selling interest in power projects BEGINNING DATE: 10/07/91 ENDING DATE: NAME: Stone Creek Power Company ADDRESS: 257 East 200 South, Ste. 800 Salt Lake City, Utah 84111 NATURE OF BUSINESS: Development of hydroelectric generating facilities BEGINNING DATE: 05/08/86 ENDING DATE: 12/18/89 NAME: Pacific Hydro, Inc. ADDRESS: 257 East 200 South, Ste. 800 Salt Lake City, Utah 84111 NATURE OF BUSINESS: Development of hydroelectric generating facilities BEGINNING DATE: 12/19/86 ENDING DATE: 03/28/90 NAME: Pacific Oregon Corp. ADDRESS: 257 East 200 South, Ste. 800 Salt Lake City, Utah 84111 NATURE OF BUSINESS: Development of hydroelectric generating facilities BEGINNING DATE: 09/27/89 ENDING DATE: 03/28/90 NAME: Island Power Company ADDRESS: 257 East 200 South, Ste. 800 Salt Lake City, Utah 84111 NATURE OF BUSINESS: Development of hydroelectric generating facilities BEGINNING DATE: 03/15/88 ENDING DATE: 06/ /90 7 NAME: Pacific Turbine Systems, Inc. ADDRESS: 257 East 200 South, Ste. 800 Salt Lake City, Utah 84111 NATURE OF BUSINESS: Pump-storage power generation BEGINNING DATE: 03/01/88 ENDING DATE: 02/07/90 NAME: Hawaii Power Company ADDRESS: 257 East 200 South, Ste. 800 Salt Lake City, Utah 84111 NATURE OF BUSINESS: To develop, own, operate, maintain, acquire and sell hydroelectric projects BEGINNING DATE: 01/01/88 ENDING DATE: NAME: Koyle Equipment Associates ADDRESS: 257 East 200 South, Ste. 800 Salt Lake City, Utah 84111 NATURE OF BUSINESS: Consulting, owning and operating hydroelectric facilities BEGINNING DATE: 1984 ENDING DATE: NAME: Ravenscroft Partnership ADDRESS: 257 East 200 South, Ste. 800 Salt Lake City, Utah 84111 NATURE OF BUSINESS: To own and operate the Ravenscroft Ranch Hydroelectric Plant BEGINNING DATE: 10/01/82 ENDING DATE: 8 NAME: BP Hydro Associates ADDRESS: 257 East 200 South, Ste. 800 Salt Lake City, Utah 84111 NATURE OF BUSINESS: Owning and operating cogeneration or biomass facilities and hydroelectric projects for production of electric capacity and energy for sale BEGINNING DATE: 04/20/89 ENDING DATE: NAME: Bonneville Aero Power Plant ADDRESS: 257 East 200 South, Ste. 800 Salt Lake City, Utah 84111 NATURE OF BUSINESS: To develop, own and operate wind energy projects BEGINNING DATE: 10/31/89 ENDING DATE: NAME: Bonn-Tech Partnership ADDRESS: 257 East 200 South, Ste. 800 Salt Lake City, Utah 84111 NATURE OF BUSINESS: BEGINNING DATE: ENDING DATE: NAME: Mammoth Lakes Limited Partnership ADDRESS: 257 East 200 South, Ste. 800 Salt Lake City, Utah 84111 NATURE OF BUSINESS: To develop, own and operate geothermal projects BEGINNING DATE: 08/06/85 ENDING DATE: 9 NAME: BP Thermal Associates ADDRESS: 257 East 200 South, Ste. 800 Salt Lake City, Utah 84111 NATURE OF BUSINESS: BEGINNING DATE: 03/01/91 ENDING DATE: 10 -----END PRIVACY-ENHANCED MESSAGE-----