-----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, CqnHNC9NqLpRpgesiytaPU7y7wdSeNgslqaGuys1coq1n529meFv7NJrOvoRSm4i T76whRiWJs8RFHWPWEjG4g== 0000795182-98-000029.txt : 19980921 0000795182-98-000029.hdr.sgml : 19980921 ACCESSION NUMBER: 0000795182-98-000029 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980615 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980918 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: 98711346 BUSINESS ADDRESS: STREET 1: 50 W 300 SOUTH STREET 2: SUITE 300 CITY: SALT LAKE CITY STATE: UT ZIP: 84101 BUSINESS PHONE: 8013632520 MAIL ADDRESS: STREET 1: 330 EAST MAIN ST STREET 2: SUITE 201 CITY: BARRINGTON STATE: IL ZIP: 60010 8-K 1 SECURITIES AND EXCHANGE COMMISSION ---------------------------------- Washington, D.C. 20549 FORM 8-K -------- CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date Report (Date of earliest event reported) September 15, 1998 BONNEVILLE PACIFIC CORPORATION ------------------------------ (Exact name of registrant as specified in charter) Delaware 0-14846 87-0363215 -------------------------------------------------------------------- (State or other (Commission (IRA Employer jurisdiction of File Number) Identification No.) incorporation) 50 West 300 South, Suite 300, Salt Lake City, Utah 84101 - ----------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number including area code (801) 363-2520 -------------- (Former name or former address, if changed since last report) Not applicable -------------- Item 3. Bankruptcy or Receivership. On December 5, 1991, the Registrant filed a petition in the United States Bankruptcy Court for the District of Utah, Central Division, Case No. 91A-27701, seeking protection to reorganize under Chapter 11 of the Federal Bankruptcy Code. Subsequent to the filing, the Registrant has applied to the Securities and Exchange Commission (the "Commission") to modify its reporting obligations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). On April 9, 1992, the Commission indicated that it would raise no objection if the Registrant modified its reporting obligations under the Exchange Act. A copy of the Monthly Financial Report for the period August 1, 1998 to August 31, 1998, as filed with the bankruptcy court is included as an exhibit hereto. On June 12, 1992, Roger G. Segal was appointed as the Chapter 11 Bankruptcy Trustee for the Company. Item 5. Other Events. For information on litigation and matters previously reported, refer to the narrative on pages Form 2-G of the accompanying bankruptcy report. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused its report to be signed on its behalf by the undersigned thereunto duly authorized. BONNEVILLE PACIFIC CORPORATION By: Roger G. Segal, Chapter 11 Trustee DATED September 15, 1998 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused its report to be signed on its behalf by the undersigned thereunto duly authorized. BONNEVILLE PACIFIC CORPORATION By: R. Stephen Blackham, Assistant Controller DATED September 15, 1998 INDEX TO EXHIBITS Exhibit Page No. 28.1 Monthly Financial Report - Chapter 11, for the period August 1, 1998 to August 31, 1998, of the Registrant, dated September 15, 1998 as filed by the Registrant with the United States Bankruptcy Court for the District of Utah, Central Division on September 15, 1998 . . . . . . . . . . . . . . . . . . . . . . .5 MONTHLY FINANCIAL REPORT CHAPTER 11 DEBTOR: BONNEVILLE PACIFIC CORPORATION ------------------------------ CASE NO. 91A-27701 For Period August 1 to August 31, 1998 --------- --------------------------- Accounting Method Used: [X] Accrual Basis [ ] Cash Basis COVER SHEET - ----------------------------------------------------------------------------- THIS REPORT IS DUE 15 DAYS AFTER THE END OF THE Mark One Box MONTH. The debtor must attach each of the For Each following reports/documents unless the U.S. Required Trustee has waived the requirement in writing. Report/Document File original with Clerk of Court. File duplicate with U.S. Trustee. - ----------------------------------------------------------------------------- Report/ Document Previously Attached Waived REQUIRED REPORTS/DOCUMENTS - ----------------------------------------------------------------------------- [X] [ ] Cash Receipts & Disbursements Statement (Form 2-B) [X] [ ] Balance Sheet (Form 2-C) [X] [ ] Profit and Loss Statement (Form 2-D) [X] [ ] Supporting Schedules (Form 2-E) [X] [ ] Quarterly Fee Summary (Form 2-F) [X] [ ] Narrative (Form 2-G) [X] [ ] Bank Statement(s) for Debtor in Possession Account(s) - ----------------------------------------------------------------------------- I declare under penalty of perjury that the following Monthly Financial Report and any attachments thereto, is true and correct to the best of my knowledge and belief. Executed on: September 15, 1998 ------------------ Debtor(s): BONNEVILLE PACIFIC CORPORATION By: R. Stephen Blackham Position: Assistant Controller Statement of Chapter 11 Trustee Roger G. Segal, Chapter 11 Trustee of the bankruptcy case of Bonneville Pacific Corporation, having been so appointed on June 12, 1992, hereby states that he has reviewed the following Monthly Financial Report and any attachments thereto and that, based on his review and the representations of officers and employees of the debtor, Bonneville Pacific Corporation, he believes that the information contained in the Monthly Financial Report and attachments is true and correct. However, neither Roger G. Segal, Chapter 11 Trustee, nor Neilson, Elggren, Durkin & Company, as accountants for Roger G. Segal, Chapter 11 Trustee, has had an opportunity to independently verify that the information contained in the following Monthly Financial Report and the attachments thereto is true and correct. DATED this 15th day of September 1998. By: Roger G. Segal, Chapter 11 Trustee DEBTOR: BONNEVILLE PACIFIC CORPORATION Bankruptcy No. 91A-27701 Narrative For the Month Ended August 31, 1998 Form 2-G - ----------------------------------------------------------------------------- Bonneville Pacific Corporation (the "Company" or "Bonneville") has continued to conduct its normal business activities during the month of August 1998 (the reporting period). These activities have included responding to the Operating Guidelines and Reporting Requirements for Chapter 11 debtors. Significant actions related to the Company during the month of August and the first part of September 1998(1) (other than administrative matters, including professional fee applications) in accordance with various provisions of the Bankruptcy Code are as follows: The Trustee's Amended Chapter 11 Plan for the Estate of Bonneville Pacific Corporation dated April 22, 1998 (the "Trustee's Amended Plan") details the treatment of all the Company's creditors and equity interest holders. The Trustee's Amended Plan, if it becomes effective, would resolve most of the legal and factual disputes which currently affect the Company. A hearing on the confirmation of the Trustee's Amended Plan was scheduled to begin on August 26, 1998 at 9:00 o'clock a.m. Notice of the hearing on confirmation, the Trustee's Amended Disclosure Statement along with the Trustee's Amended Plan and ballots, where appropriate, were mailed on July 17, 1998 to creditors and equity holders in accordance with an order by the Bankruptcy Court. Notice of the confirmation hearing (and other matters related to the Trustee's Amended Plan) was also published in various newspapers during the first part of July, 1998. Pursuant to an - --------------- (1) This narrative attempts to summarize significant events affecting the Company through approximately September 11, 1998. order by the Bankruptcy Court, the ballots for voting to accept or reject the Trustee's Amended Plan had to be received by the Trustee by no later than August 17, 1998 in order to be counted. Objections to the confirmation of the Trustee's Amended Plan had to be filed and served by no later than August 17, 1998. On August 14, 1998 the Trustee filed a pleading designating his proposed seven (7) person board of directors for the Reorganized Debtor. The proposed board members were (1) Steven H. Stepanek, (2) Hal Dittmer, (3) James Bernard, (4) Ralph Cox, (5) Michael Devitt, (6) Michael Fowler and (7) either Mary Draper, Gerald Wedren or Roger Segal. See Article 5.1 (a) of the Trustee's Amended Plan. The pleading also contained the Trustee's proposed Restated and Amended By-Laws and Certificate of Incorporation for the Reorganized Debtor. On August 17, 1998 C. Derek Anderson ("Anderson") filed a written objection to the confirmation of the Trustee's Amended Plan. No other objections to the confirmation of the Trustee's Amended Plan were filed. In response to Anderson's objection and in an effort to avoid a contested confirmation hearing, the Trustee negotiated a settlement with Anderson that was reduced to writing and filed with the Bankruptcy Court on August 21, 1998 (hereafter the "Stipulation"). The Stipulation must be read in its entirety for all of its terms and conditions. The Stipulation specifically provided that Anderson withdrew his objections to the confirmation of the Trustee's Amended Plan and Anderson consented to the Bankruptcy Court confirming the Trustee's Amended Plan. The Stipulation provided that Anderson would change his votes (relating to the claims and equity interests owned or controlled by Anderson or his affiliates) concerning the Trustee's Amended Plan so that instead of voting to reject the Trustee's Amended Plan, Anderson voted to accept the Trustee's Amended Plan. The Stipulation also provided that Anderson will dismiss with prejudice the appeal of Anderson v. Halcyon, United States District Court for the District of Utah, Case No. 2:98-C-00382; Anderson waives any "substantial contribution" claim or claims for post-petition interest or attorneys' fees; and Anderson waives any claim for reconsideration of the December 9, 1997 order of the Bankruptcy Court "Denying the Substantial Contribution Claim of the Official Bondholders' Committee and Others". The Stipulation also provided that the Trustee will pay Anderson $150,000.00 at the Distribution Date of the Trustee's Amended Plan and the Trustee will select, pursuant to Article 5.1(a) of the Trustee's Amended Plan, Harold H. Robinson, III, as the seventh member of the board of directors of the Reorganized Debtor. With the changes in C. Derek Anderson's votes, the votes cast in favor of the Trustee's Amended Plan were almost unanimous. A formal report on the tabulation of the ballots was filed by the Trustee with the Bankruptcy Court prior to the hearing on confirmation. The hearing on confirmation of the Trustee's Amended Plan was held as scheduled on August 26, 1998 at which hearing the Bankruptcy Court approved the Stipulation, established the estimated value of the common stock to be issued pursuant to the Trustee's Amended Plan at $2.36 per share and confirmed the Trustee's Amended Plan. The order confirming the Trustee's Amended Plan was entered on August 27, 1998. A copy of the Bankruptcy Court's "Order Confirming Trustee's Amended Chapter 11 Plan for the Estate of Bonneville Pacific Corporation Dated April 22, 1998" (without exhibits) is attached hereto. The Trustee currently anticipates that the effective date of the Trustee's Amended Plan will be November 2, 1998. Accordingly, the Trustee currently anticipates that the distributions of cash and stock as set forth in the Trustee's Amended Plan will occur sometime during the first part of November, 1998. Preparation of the 1997 U.S. Corporate Income Tax Return has been completed and the tax return was filed in late July, 1998, along with a request pursuant to 11 U.S.C. Section 505 (b) for a prompt tax determination. The return reflects no tax due and owing. The Internal Revenue Service, by letter dated August 28, 1998, notified the Trustee that the 1997 U.S. Corporate Income Tax Return was accepted as filed. The Company's net operating loss carry forward for federal corporate income tax purposes as set forth in the Company's U.S. Corporate Income Tax Return for the period ending December 31, 1997 is approximately $23,700,000.00 and approximately $26,700,000.00 in Alternative Minimum Tax Loss carry-forwards. Tax loss carry-forwards are subject to future review or determination by the Internal Revenue Service. The Trustee and his tax professionals have preliminarily concluded that such net operating loss carry forwards may be substantially restricted by virtue of the provisions of Section 382 of the Internal Revenue Code. In preparation for the reorganization of the Company, the Trustee on behalf of the Company made a decision to employ Hein + Associates, a national accounting firm, to prepare audited financial statements for Bonneville Pacific Corporation. An application seeking approval of the employment was filed and a hearing on the application was held as scheduled on December 20, 1996. At the hearing the Court approved the application. Hein + Associates has been employed and has completed most of the work required for the audits for years 1994, 1995, 1996 and 1997. Now that the Trustee's Amended Plan has been confirmed and the Internal Revenue Service has accepted as filed the Company's 1997 U.S. Corporate Income Tax Return, Hein + Associates has been instructed to complete all outstanding audit work so that the Company can emerge from Chapter 11 and be in compliance with the reporting requirements of the U.S. Securities and Exchange Commission. Bear, Stearns & Company (the Trustee's financial advisor/investment banker) completed its work in estimating the value of the Company's (and its affiliates') business assets. The Trustee has made public the summary of such work performed by Bear, Stearns & Company as Exhibit "2" to the Trustee's Amended Disclosure Statement. Based in part upon the work of Bear, Stearns & Company, the Trustee is of the opinion that the book value of the Company's business assets, which is the value used on the Company's balance sheet which is included in these Monthly Financial Statements filed with the Bankruptcy Court (under the category "Other Assets: Investment in and advances to subsidiaries and partnership") is materially less than the fair market value of such business assets. For purposes of the Trustee's Amended Plan, the estimated value of the Company's business assets as of December 31, 1997 was (including cash held by the Company's subsidiaries) approximately sixty-three million dollars ($63,000,000.00). For over a year, the Trustee (represented by Weil, Gotshal & Manges, L.L.P) 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 is 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 such payments are not made by the current owners of the plant. In the opinion of the Trustee, Weesner has been unwilling until recently to settle his proof of claim in a manner that reflected a realistic assessment of its true value. As a consequence the Trustee had filed a formal objection to such claim and was proceeding with discovery but a hearing on the objection had not yet been scheduled. However, earlier in September Weesner agreed to accept a $100,000.00 payment in settlement of his claim. The settlement is conditioned upon preparation of a formal settlement agreement and Bankruptcy Court approval of the settlement. 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 CONFIRMING TRUSTEE'S AMENDED CHAPTER 11 PLAN FOR THE ESTATE OF BONNEVILLE PACIFIC CORPORATION DATED APRIL 22, 1998 Roger G. Segal, as chapter 11 trustee (the "Trustee") for the estate of Bonneville Pacific Corporation, having proposed his Chapter 11 plan dated April 22, 1998 as amended on June 19, 1998 (the "Plan"), and the Court, by orders entered on July 2, 1998 having approved the Trustee's disclosure statement (amended) in respect of the Plan (the "Disclosure Statement"), approved the forms of ballots for voting thereon, temporarily allowed claims for voting purposes and approved the form and methods of notice of the hearing on confirmation of the Plan (the "Confirmation Hearing") to bind all known and unknown creditors of and interest holders in the estate, and the Trustee having filed with the Court on August 14, 1998 (as modified by the Trustee in his pleading dated August 21, 1998) his designation of the members of the board of directors of the reorganized debtor under the Plan (such reorganized debtor being referred to as "Bonneville") and the Amended and Restated Certificate of Incorporation and By-laws for Bonneville, and the Court having held the Confirmation Hearing on August 26, 1998, noting that the lone objection to confirmation of the Plan filed by C. Derek Anderson ("Anderson") had been withdrawn with Anderson now voting to accept and consenting to the confirmation of the Plan, and after due consideration of the evidence adduced at the Confirmation Hearing, and the entire record of the chapter 11 case, the Court hereby FINDS, DETERMINES, AND CONCLUDES: Findings and Conclusions - ------------------------ A. The findings and conclusions set forth herein constitute the Court's findings of fact and conclusions of law pursuant to Fed. R. Bankr. P. 7052, made applicable to this proceeding pursuant to Fed. R. Bankr. P. 9014. B. To the extent any of the following findings of fact constitute conclusions of law, they are adopted as such. To the extent any of the following conclusions of law constitute findings of fact, they are adopted as such. Jurisdiction and Venue - ---------------------- C. This Court has subject matter jurisdiction over Bonneville Pacific Corporation's Chapter 11 case and the contested matter to confirm the Plan pursuant to 28 U.S.C. Section 1334. D. Confirmation of the Plan is a core proceeding pursuant to 28 U.S.C. Section 157(b)(2)(L) and this Court may hear and determine confirmation objections and issues pursuant to 28 U.S.C. Section 157(b)(1). E. Bonneville Pacific Corporation is an eligible chapter 11 debtor under section 109(d) of the Bankruptcy Code. Notice - ------ F. Based on the filed certificates of service by mail and publication of notice of the Confirmation Hearing, and the filed certificates of mailing of the Disclosure Statement, Plan, and ballots, all known and unknown creditors of and interest holders in the estate of Bonneville Pacific Corporation received good and sufficient notice of the Confirmation Hearing and opportunity to vote pursuant to Bankruptcy Code section 102(1) and the Bankruptcy Rules. Voting - ------ G. Votes to accept and reject the Plan have been tabulated in good faith and in a manner consistent with the Bankruptcy Code and the Bankruptcy Rules. H. The Trustee has complied with section 1125 of the Bankruptcy Code and all other applicable provisions of title 11 of the United States Code. I. Pursuant to Rules 3018(a) and 9019(a) of the Federal Rules of Bankruptcy Procedure, and for good cause shown and with appropriate notice under the particular circumstances, the Court approves the Trustee's "Stipulation Resolving Objections of C. Derek Anderson and Related Parties to the Plan" and permits Anderson to change his ballots (and those ballots controlled by him) from the rejection of the Plan to the acceptance of the Plan. The Plan Satisfies All the Requirements of the Bankruptcy Code - --------------------------------------- J. The Plan complies with all applicable provisions of the Bankruptcy Code for purposes of Bankruptcy Code section 1129(a)(1). K. The Plan designates and classifies claims and equity interests in accordance with Bankruptcy Code section 1123(a)(1). The classification of claims and equity interests under the Plan complies with section 1122 of the Bankruptcy Code. Each claim and equity interest placed in a particular class pursuant to the Plan is substantially similar to the other claims or equity interests, as the case may be, in such class. L. The Plan specifies each class of claims or equity interests that is not impaired under the Plan in accordance with Bankruptcy Code section 1123(a)(2). M. The Plan specifies the treatment of each class of claims or equity interests impaired under the Plan in accordance with Bankruptcy Code section 1123(a)(3). N. The Plan provides the same treatment for each claim or equity interest of a particular class, unless the holder of a particular claim or equity interest agrees to a less favorable treatment of such particular claim or equity interest in accordance with Bankruptcy Code section 1123(a)(4). O. The Plan provides adequate means for its implementation in accordance with Bankruptcy Code section 1123(a)(5). P. The Plan provides for the inclusion in the charter of Bonneville a provision prohibiting the issuance of nonvoting equity securities, and providing, as to the class of securities possessing voting power, an appropriate distribution of such power among such class in accordance with Bankruptcy Code section 1123(a)(6). Q. The Plan contains only provisions consistent with the interests of creditors and equity interest holders and with public policy with respect to the manner of selection of officers and directors under the Plan and any successors to such officers and directors in accordance with Bankruptcy Code section 1123(a)(7). R. The Plan has been proposed in good faith and not by any means forbidden by law in accordance with Bankruptcy Code section 1129(a)(3). The Trustee and his professionals have acted in good faith in the negotiation and formulation of the Plan. S. The Plan is the product of arm's length negotiations among the Trustee and certain holders of claims and interests in the classes under the Plan. T. Any payment made or to be made by the Trustee or Bonneville, or by a person issuing securities or acquiring property under the Plan, for services or for costs and expenses in or in connection with Bonneville Pacific Corporation's Chapter 11 case, or in connection with the Plan and incident to the chapter 11 case, has been approved by, or is subject to the approval of, the Court as reasonable in accordance with Bankruptcy Code section 1129(a)(4). U. The identity, qualifications, and affiliations of the persons proposed to serve as directors or officers of Bonneville as of the effective date of the Plan have been fully disclosed, and the appointment to, or continuance in, such offices is consistent with the interests of creditors and equity interest holders and with public policy in accordance with Bankruptcy Code section 1129(a)(5). V. The identity of any insider proposed to be employed or retained by Bonneville as of the effective date and the nature of such insider's compensation have been fully disclosed. W. No rate changes are provided for in the Plan that would require governmental regulatory commission approval under Bankruptcy Code section 1129(a)(6). X. With respect to each impaired class of claims or equity interests, each holder of a claim or equity interest has accepted the Plan or will receive or retain under the Plan on account of such claim or equity interest property of a value, as of the effective date of the Plan, that is not less than the amount such holder would receive or retain if the estate of Bonneville Pacific Corporation were liquidated under chapter 7 of the Bankruptcy Code on the effective date of the Plan. Y. Each class of claims or interests has accepted, or is deemed to have accepted, the Plan, thereby satisfying the requirements of Bankruptcy Code Section 1129(a)(8). Z. Except to the extent the holder of a particular claim has agreed to a different treatment of such claim, the Plan provides with respect to a claim of a kind specified in section 507(a)(1) of the Bankruptcy Code, that on the later of the effective date or the date on which such claim is allowed, the holder of such claim will receive on account of such claim cash equal to the allowed amount of such claim, except that such claims representing obligations incurred by the Trustee in the ordinary course of business, consistent with past practice, are assumed by Bonneville and shall be paid in full or performed by Bonneville in the ordinary course of business, consistent with past practice. AA. Except to the extent the holder of a particular claim has agreed to a different treatment of such claim, the Plan provides with respect to a claim of a kind specified in section 507(a)(3), 507(a)(4) and 507(a)(6) of the Bankruptcy Code, that on the later of the effective date of the Plan or the date on which such claim is allowed, the holder of such claim will receive on account of such claim cash equal to the allowed amount of such claim. BB. Classes 5, 6, 7, 8, 9 and 10 are impaired under the Plan and have accepted the Plan in writing, without including any acceptance of the Plan by any insider, thereby satisfying the requirements of Bankruptcy Code section 1129(a)(10). CC. Confirmation of the Plan is not likely to be followed by the liquidation or the need for further financial reorganization of Bonneville, in accordance with Bankruptcy Code section 1129(a)(11). DD. The Plan provides for the payment, on its effective date, of all fees then payable under section 1930 of title 28, United States Code, in accordance with Bankruptcy Code section 1129(a)(12). EE. The estate of Bonneville Pacific Corporation has no retiree plans subject to Bankruptcy Code section 1129(a)(13). FF. All applicable requirements of section 1129(a) of the Bankruptcy Code have been met. Although Classes 1, 2, 3, 4 and 11 are not impaired, each such Class voted to accept the Plan. Even if Classes 1, 2, 3, 4 or 11 were deemed to be impaired and even if such Classes had not voted to accept the Plan, the Court finds and concludes that this Plan should be and would be confirmed pursuant to Section 1129(b) of the Bankruptcy Code. GG. The Plan does not discriminate unfairly against the holders of equity interests in Class 11. There is no claim or interest junior to the equity interests in Class 11 that will receive or retain any property under the Plan on account of any claim or interest for purposes of Bankruptcy Code section 1129(b)(1) and (b)(2)(C). HH. All applicable requirements of section 1129(b) of the Bankruptcy Code have been met. II. Taking into account the (i) delay and expense of litigating whether post-petition interest is payable to holders of claims in Classes 1, 2, 3 and 4 and, if so, the appropriate rate of interest, and (ii) the possibility that the estate could ultimately be found liable to pay a higher rate of interest and/or compound interest, and balancing those factors against the Trustee's probability of prevailing on a potential position that no or less interest is payable than is paid under the Plan, the good faith, arms-length settlement under the Plan is within the bounds of reasonableness and such settlement is fair, equitable and is a reasonable exercise of the Trustee's business judgment and is in the best interest of the Bonneville Pacific Corporation estate, its creditors and its shareholders. JJ. Taking into account the (I) delay and expense of litigating whether the holders of claims in Classes 5, 6, 7 and 9 have allowable claims, (ii) the amount of each allowed claim, and (iii) the priority of each such claim relative to all other allowed claims, and balancing those factors against the Trustee's probability of prevailing on a potential position that no claims or claims of lower amounts should be allowed in such classes, the good-faith, arms-length settlements under the Plan are each within the bounds of reasonableness and such settlements are fair, equitable and are a reasonable exercise of the Trustee's business judgment and are in the best interest of the Bonneville Pacific Corporation estate, its creditors and its shareholders. KK. Taking into account the delay and expense of litigating the priority of the Class 10 claim relative to all other allowed claims, the good-faith, arms-length settlement under the Plan is within the bounds of reasonableness and such settlement is fair, equitable and is a reasonable exercise of the Trustee's business judgment and is in the best interest of the Bonneville Pacific Corporation estate, its creditors and its shareholders. LL. The allocation of Bonneville's common stock between Classes 9, 10 and 11 as set forth in the Plan is in accordance with section 510(b) of the Bankruptcy Code. MM. The common stock to be issued pursuant to the Plan to Classes 5, 6, 7, 8, 9 and 10, shall be deemed for purposes of the Plan to have a value of $2.36 per share prior to the reverse stock split set forth in the Plan. For all of the foregoing reasons, and after due deliberation, and for good cause shown, the Court ORDERS, ADJUDGES, AND DECREES THAT: Confirmation of the Plan - ------------------------ 1. The Plan, be, and it hereby is, confirmed. A copy of the confirmed Plan is attached as Exhibit "A" to this Order. 2. Bankruptcy Rule 7062 shall not apply to this Order. 3. All objections to confirmation of the Plan (if any) that were not withdrawn prior to entry of this Order or are not cured by the relief granted herein, are overruled in all respects. All withdrawn objections, if any, are deemed withdrawn with prejudice. 4. The issuance of the common stock and the debt, and the reverse stock split, as set forth in the Plan, is exempt from the registration requirements of the United States Securities Act and relevant state securities laws under section 1145 of the Bankruptcy Code. Discharge and Injunctions - ------------------------- 5. Except as otherwise provided herein or in the Plan, as of the effective date of the Plan: a. The provisions of the Plan bind Bonneville, the estate of Bonneville Pacific Corporation, the Trustee, any entity issuing securities under the Plan, any entity acquiring property under the Plan, and any creditor of or interest holder in the estate of Bonneville Pacific Corporation, whether or not the claim or interest is impaired under the Plan and whether or not such creditor or equity interest holder has accepted the Plan; b. All the property of Bonneville Pacific Corporation's estate and all property dealt with by the Plan is vested in Bonneville free and clear of all liens, claims, encumbrances, and interests of creditors of and interest holders in the estate of Bonneville Pacific Corporation; c. Bonneville and the estate of Bonneville Pacific Corporation are hereby discharged from any and all debts and claims of any kind whatsoever that arose before the date and time of entry of this Order, including without limitation, any debt or claim of a kind specified in section 502(g), 502(h), or 502(i) of the Bankruptcy Code, whether or not (i) a proof of claim based on such debt is filed or deemed filed under section 501 of the Bankruptcy Code, (ii) such claim is allowed under section 502 of the Bankruptcy Code, or (iii) the holder of such claim has accepted the Plan; d. Any judgment at any time obtained, to the extent such judgment is a determination of the personal liability of Bonneville or the estate of Bonneville Pacific Corporation with respect to any debt or claim discharged hereunder shall be null and void in accordance with Bankruptcy Code section 524(a)(1); e. The commencement or continuation of an action, the employment of process, or an act to collect, recover, or offset any debt discharged hereunder as a personal liability of Bonneville or the estate of Bonneville Pacific Corporation, or from property of Bonneville or the estate of Bonneville Pacific Corporation, is hereby permanently enjoined, stayed, and restrained; f. All Claimants in Class 2 are hereby permanently enjoined, stayed, and restrained from enforcing or attempting to enforce any claimed contractual subordination rights of any kind against the holders of debentures (Class 4) or the holders of other claims or interests relating to the debt held by the Class 2 Claimants; g. The discharge hereunder and under sections 524 and 1141 of the Bankruptcy Code applies to all debts and claims of any kind whatsoever arising prior to entry of this order, whether held by known or unknown creditors of the estate of Bonneville Pacific Corporation. If any holder of a claim of any kind whatsoever arising prior to entry of this order believes its claim is not discharged for any reason, the holder shall request a determination of the discharge from this Court before attempting to prosecute the claim in any forum. If a holder of a discharged claim prosecutes such claim against Bonneville or its property, or against the estate of Bonneville Pacific Corporation or its property, without having first presented the claim to this Court for a determination of whether the claim should be excepted from discharge for some reason, Bonneville and/or the estate of Bonneville Pacific Corporation, as the case may be, shall not be required to defend against the prosecution of such claim and any judgment sustaining any portion of such claim shall be null and void. Retention of Jurisdiction - ------------------------- 6. The Court shall retain jurisdiction in accordance with Article VIII of the Plan. Executory Contracts and Unexpired Leases - ---------------------------------------- 7. The assumptions on the effective date of the executory contracts and unexpired leases described or referred to in Article 7.1 of the Plan, are hereby approved in all respects. 8. The rejections on the effective date of all other executory contracts and unexpired leases are hereby approved in all respects. Certain Settlements and Claims - ------------------------------ 9. The settlement in the Plan of the entitlement of Classes 1, 2, 3 and 4 to post-petition interest, be, and it hereby is, approved. 10. The estimations and settlements of the allowance of claims in Classes 5, 6, 7 and 9, and the settlement relating to the priority of the claim in Class 10, be, and they hereby are, approved. 11. The Trustee's objections to claims as set forth in the Plan be, and they hereby are, sustained. Implementation - -------------- 12. The Trustee and Bonneville, as the case may be, are hereby authorized to take all actions of any kind whatsoever, to execute and deliver such documents, and to retain such professionals as necessary or appropriate to consummate the transactions contemplated by the Plan. 13. The Trustee is authorized and empowered to take all actions necessary to fully implement and consummate the Trustee's Stipulation with Anderson. 14. The Court approves the Restated and Amended Certificate of Incorporation of Bonneville and the Restated and Amended By-laws of Bonneville filed by the Trustee with the Court on August 14, 1998. 15. The issuance of the common stock and notes, and the reverse stock split, as set forth in the Plan are hereby authorized without the need for any further corporate action, notice, or order. 16. The Trustee and Bonneville are hereby authorized and empowered to issue, execute, deliver, file, or record any document or instrument, including, without limitation, those securities referred to in the Plan, and any agreements, bylaws, or charters, whether or not specifically referred to in the Plan or any exhibit to the Plan, and to take any action necessary or appropriate to implement, effectuate, and consummate the Plan in accordance with its terms, all without further notice, application, or order of this Court. 17. Each federal, state, and local governmental agency or department is hereby directed to accept any and all documents and instruments necessary and appropriate to consummate the Plan. 18. Effective as of the effective date of the Plan, the new Bonneville directors are hereby deemed elected, and those directors not continuing in office are hereby deemed removed therefrom. 19. The Court ratifies and approves all actions taken by the estate of Bonneville Pacific Corporation and the Trustee from June 12, 1992 to the time of the entry of this Order. Notice of Entry - --------------- 20. On or before twenty (20) days after entry of this Order, the Trustee shall serve by first class mail (postage prepaid), a notice of the entry of this Order, in substantially the form annexed hereto as Exhibit "B" (the "Confirmation Notice") to each known creditor and interest holder and all parties who filed requests for notices pursuant to Fed. R. Bankr. P. 2002, and the Internal Revenue Service and state and local taxing authorities having jurisdiction over Bonneville, and publish the Confirmation Notice once in The Wall Street Journal (National Edition). Such service and publication shall constitute good and sufficient notice pursuant to Fed. R. Bankr. P. 2002(f)(7) and 2002(i)-(l) of the confirmation of the Plan and the entry of this Order, and no other or further notice need be given. Efficacy of Plan - ---------------- 21. All releases in the Plan, be, and they hereby are, approved. All provisions in the Plan channeling or directing certain claims to be brought only in this Court shall have the force of a court order. 22. The failure to specifically include any particular provision of the Plan in this Order shall not diminish or impair the efficacy of such Plan provision, and all the provisions of the Plan are hereby adopted by the Court and made a part of this Order. DATED this 26th day of August, 1998. BY THE COURT: -------------------------------- Honorable John H. Allen United States Bankruptcy 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 August, 1998. CLERK, U.S. BANKRUPTCY COURT By: Deputy Clerk Vernon L. Hopkinson James Ricciardi COHNE, RAPPAPORT & SEGAL, P.C. GIBSON, DUNN & CRUTCHER 525 East 100 South, Suite 500 200 Park Avenue, 48th Floor Salt Lake City, Utah 84102 New York, NY 10166-0193 Roger G. Segal, Trustee Martin J. Bienenstock P.O. Box 11008 WEIL, GOTSHAL & MANGES Salt Lake City, Utah 84147-0008 767 Fifth Ave. New York, NY 10153 Peter J. Kuhn U.S. Trustee Joseph Wagda 9 Exchange Place, #100 547 Blackhawk Club Dr. Salt Lake City, UT 84111 Danville, California 94506 Paul F. Bennett Robert B. Lochhead GOLD, BENNETT & CERA, L.L.P. PARR, WADDOUPS 595 Market Street, #2300 P.O. Box 11019 San Francisco, CA 94105 Salt Lake City, Utah 84147 Jeremy Richards Pachulski, Stang, Ziehl & Young Center City North Building 10100 Santa Monica Blvd., #1100 Los Angeles, CA 90067 DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Cash Receipts and Disbursements Statement For Period August 1 - August 31, 1998 CASH RECONCILIATION 1. Beginning Cash Balance: $156,853,216.24 2. Cash Receipts: (See Page 2 of 2) 671,293.57 3. Cash Disbursements: (See Page 2 of 2) (709,965.72) ---------- 4. Net Cash Flow: (38,672.15) --------- 5. Ending Cash Balance: $156,814,544.09 =============== CASH ACCOUNT SUMMARY - ENDING BALANCES
ACCOUNT AMOUNT FINANCIAL INSTITUTION PAYROLL ACCOUNT $963.77 FIRST SECURITY BANK OF UTAH PAYROLL TAX ACCOUNT 512.29 KEY BANK OF UTAH GENERAL CORP CASH 197,587.71 KEY BANK OF UTAH CHPTR 11 TRUSTEE JOINT ACCT 34,340.06 (A) KEY BANK OF UTAH CHPTR 11 TRUSTEE - CD ACCT 11,468,214.75 (A) US BANK CHPTR 11 TRUSTEE - JT CD 20,282,037.04 (A) KEY BANK OF UTAH CHPTR 11 TRUSTEE - JT CD 27,458,893.89 (A) BANK ONE CHPTR 11 TRUSTEE JT SAVINGS 32,160.97 (A) BANK ONE CHPTR 11 TRUSTEE JOINT MMA ACCT 97,303,488.80 (A) NATIONS BANK PROCEEDS FROM ASSET SALES 4,191.16 (A) KEY BANK OF UTAH KYOCERA MAINTENANCE RESERVE 32,153.65 KEY BANK OF UTAH --------- $156,814,544.09 ===============
(A) Accounts requiring signatures of both the US Trustee and Chapter 11 Trustee for disbursements. Form 2-B Page 1 of 2 DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Cash Receipts and Disbursements Statement For Period August 1 - August 31, 1998 CASH RECEIPTS JOURNALS
BANK ACCOUNT TOTAL PAGE REF PAYROLL ACCOUNT $20,072.98 A PAYROLL TAX ACCOUNT 8,722.86 B GENERAL CORP CASH 548,373.30 C CHPTR 11 TRUSTEE JOINT ACCT 1,296.94 E CHPTR 11 TRUSTEE - CD ACCT 53,200.90 F CHPTR 11 TRUSTEE - JT CD 0.00 N/A CHPTR 11 TRUSTEE - JT CD 76,543.00 G CHPTR 11 TRUSTEE JT SAVINGS 118.65 H CHPTR 11 TRUSTEE JOINT MMA ACCT 416,628.52 I PROCEEDS FROM ASSET SALES 9.64 J KYOCERA MAINTENANCE RESERVE 10,122.62 K --------- 1,135,089.41 LESS: ACCOUNT TRANSFERS (463,795.84) ---------- TOTAL CASH RECEIPTS $671,293.57 ===========
CASH DISBURSEMENTS JOURNALS
BANK ACCOUNT TOTAL PAGE REF PAYROLL ACCOUNT $20,104.70 A PAYROLL TAX ACCOUNT 8,726.29 B GENERAL CORP CASH 661,679.35 D CHPTR 11 TRUSTEE JOINT ACCT 425,043.12 E CHPTR 11 TRUSTEE - CD ACCT 0.00 F CHPTR 11 TRUSTEE - JT CD 0.00 N/A CHPTR 11 TRUSTEE - JT CD 0.00 G CHPTR 11 TRUSTEE JT SAVINGS 0.00 H CHPTR 11 TRUSTEE JOINT MMA ACCT 0.00 I PROCEEDS FROM ASSET SALES 0.00 J KYOCERA MAINTENANCE RESERVE 58,208.10 K --------- 1,173,761.56 LESS: ACCOUNT TRANSFERS (463,795.84) ---------- TOTAL CASH DISBURSEMENTS $709,965.72 ===========
Form 2-B Page 2 of 2 DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Payroll Account For Period August 1 - August 31, 1998 CASH RECEIPTS JOURNAL
DATE DOC # PAYOR AMOUNT DESCRIPTION 08/12/98 CK# 7153 BPC - GENERAL $9,971.45 PAYROLL TRANSFER 08/27/98 CK# 7181 BPC - GENERAL 10,101.53 PAYROLL TRANSFER --------- TOTAL CASH RECEIPTS $20,072.98 ==========
CASH DISBURSEMENTS JOURNAL
DATE DOC # PAYEE AMOUNT DESCRIPTION 08/15/98 PAYROLL SUMMARY $9,971.45 08/31/98 PAYROLL SUMMARY 10,101.53 08/31/98 BANK STMT FIRST SECURITY BANK 31.72 SERVICE CHARGE ----- TOTAL CASH DISBURSEMENTS $20,104.70 ==========
A DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Payroll Tax Account For Period August 1 - August 31, 1998 CASH RECEIPTS JOURNAL
DATE DOC # PAYOR AMOUNT DESCRIPTION 08/12/98 CK# 7152 BPC - GENERAL $4,330.40 PR TAX TRANSFER 08/28/98 CK# 7180 BPC - GENERAL 4,392.46 PR TAX TRANSFER -------- TOTAL CASH RECEIPTS $8,722.86 =========
CASH DISBURSEMENTS JOURNAL
DATE DOC # PAYEE AMOUNT DESCRIPTION 08/12/98 KEY TAX KEY BANK OF UTAH $3,602.19 FEDERAL TAX DEPOSIT 08/27/98 KEY TAX KEY BANK OF UTAH 3,653.94 FEDERAL TAX DEPOSIT 08/27/98 CK# 1263 UTAH ST TAX COMMISSION 1,466.73 STATE TAX DEPOSIT 08/31/98 BANK STMT KEY BANK OF UTAH 3.43 BANK SERVICE CHARGE ---- TOTAL CASH DISBURSEMENTS $8,726.29 =========
B DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 General Corp Cash For Period August 1 - August 31, 1998 CASH RECEIPTS JOURNAL
DATE DOC # PAYOR AMOUNT DESCRIPTION 08/20/98 DS082098 BONNEVILLE FUELS CORP $21,107.48 EXPENSE REIMBURSEMENT 08/20/98 DS082098 INDECK 141.40 EXPENSE REIMBURSEMENT 08/20/98 DS082098 SAN DIEGO GAS & ELECTRIC 685.85 ENERGY REVENUE-KYOCERA 08/25/98 DS082598 KYOCERA AMERICA 96,845.65 ENERGY REVENUE-KYOCERA 08/25/98 DS082598 BONNEVILLE PACIFIC CORP 425,000.00 TRANSFER 08/25/98 DS082598 BONNEVILLE FUELS CORP 127.48 EXPENSE REIMBURSEMENT 08/31/98 DS083198 SAN DIEGO GAS & ELECTRIC 3,244.43 ENERGY REVENUE-KYOCERA 08/31/98 BANK STMT KEY BANK OF UTAH 1,221.01 INTEREST INCOME -------- TOTAL CASH RECEIPTS $548,373.30 ===========
C DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 General Corp Cash For Period August 1 - August 31, 1998 CASH DISBURSEMENTS JOURNAL
DATE DOC # PAYEE AMOUNT DESCRIPTION 08/01/98 1007131 DORN ASSOCIATES LTD $10,906.00 RENT-OFFICE SPACE & PARKING 08/01/98 1007132 MARCIA CUSTER 72.77 OFFICE SUPPLIES & EXPENSE 08/01/98 1007133 GENERATOR POWER SYSTEMS INC 8,199.70 KYOCERA-O&M EXPENSE 08/10/98 1007134 AIRBORNE EXPRESS 84.55 EXPRESS MAIL EXPENSE 08/10/98 1007135 AMPCO SYSTEM PARKING 130.00 RENT-PARKING 08/10/98 1007136 BENEFICIAL LIFE INSURANCE 904.69 INSURANCE-LIFE 08/10/98 1007137 BONNEVILLE PACIFIC SERVICES 919.35 KYOCERA-O&M EXPENSE 08/10/98 1007138 BPC-KYOCERA MAINT RESERVE 10,000.00 TRANSFER-KYOCERA MAINT 08/10/98 1007139 COMPUSERVE 9.95 OFFICE SUPPLIES & EXPENSE 08/10/98 1007140 FIRST CONTINENTAL LIFE & ACCID 3,621.75 INSURANCE-DENTAL 08/10/98 1007141 FRONTIER COMMUNICATIONS 741.82 TELEPHONE EXPENSE 08/10/98 1007142 GENERATOR POWER SYSTEMS INC 2,535.00 KYOCERA-O&M EXPENSE 08/10/98 1007143 HERITAGE PRODUCTS INC 703.68 OFFICE SUPPLIES & EXPENSE 08/10/98 1007144 MOUNT OLYMPUS WATER 12.02 OFFICE SUPPLIES & EXPENSE 08/10/98 1007145 CLARK MOWER 714.01 TRAVEL REIMBURSEMENT 08/10/98 1007146 PITNEY BOWES INC 9.50 OFFICE SUPPLIES & EXPENSE 08/10/98 1007147 PROTEL 76.57 OFFICE SUPPLIES & EXPENSE 08/10/98 1007148 REDMAN VAN & STORAGE CO 84.87 RENT-STORAGE 08/10/98 1007149 TRAVEL ZONE CRUISE ZONE 983.00 TRAVEL EXPENSE 08/10/98 1007150 UNITED HEALTH CARE 24,185.55 INSURANCE-HEALTH 08/10/98 1007151 WELLS FARGO BANK 1,535.45 401K ADMINISTRATIVE FEES 08/12/98 1007152 BPC-PAYROLL TAX ACCT 4,330.40 TRANSFER-PAYROLL TAX ACCT 08/12/98 1007153 BPC-PAYROLL ACCT 9,971.45 TRANSFER-PAYROLL ACCT 08/12/98 1007154 FLORAL TAPESTRY 95.71 OFFICE SUPPLIES & EXPENSE 08/12/98 1007155 REDMAN VAN & STORAGE CO 75.00 RENT-STORAGE 08/12/98 1007156 WELLS FARGO BANK 846.02 401K CONTRIBS & LOAN PMTS 08/12/98 1007157 XEROX CORPORATION 411.73 OFFICE SUPPLIES & EXPENSE 08/19/98 1007158 GENERATOR POWER SYSTEMS INC 27,154.26 KYOCERA-O&M EXPENSE 08/19/98 1007159 MOUNT OLYMPUS WATER 10.64 OFFICE SUPPLIES & EXPENSE 08/19/98 1007160 REDMAN VAN & STORAGE CO 142.22 RENT-STORAGE 08/19/98 1007161 SAN DIEGO GAS & ELECTRIC 101.26 KYOCERA-O&M EXPENSE 08/19/98 1007162 DANIEL SEAGRAVES 125.00 KYOCERA-O&M EXPENSE 08/19/98 1007163 STATE OF DELAWARE CORP DIVISION 7,000.00 FRANCHISE TAX 08/19/98 1007164 UNUM LIFE INSURANCE CO 1,713.00 INSURANCE-DISABILITY 08/24/98 1007165 ARTHUR ANDERSON 11,184.55 PROFESSIONAL FEES & COSTS 08/24/98 1007166 COHNE RAPPAPORT & SEGAL PC 207,906.16 PROFESSIONAL FEES & COSTS 08/24/98 1007167 FIDELITY TRANSFER CO 6,004.50 OFFICE SUPPLIES & EXPENSE 08/24/98 1007168 HEIN & ASSOCIATES 99,927.40 PROFESSIONAL FEES & COSTS 08/24/98 1007169 MOUNT OLYMPUS WATER 18.03 OFFICE SUPPLIES & EXPENSE 08/24/98 1007170 NEILSON ELGGREN DURKIN & CO 12,057.66 PROFESSIONAL FEES & COSTS 08/24/98 1007171 RESEARCH INSTITUTE OF AMERICA 99.47 DUES & PUBLICATIONS 08/24/98 1007172 REDMAN VAN & STORAGE CO 845.93 RENT-STORAGE 08/24/98 1007173 SAN DIEGO COUNTY TAX COLLECTOR 17,278.00 KYOCERA-PROPERTY TAX 08/24/98 1007174 ROGER G SEGAL TRUSTEE 72,816.52 PROFESSIONAL FEES & COSTS
D-1 DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 General Corp Cash For Period August 1 - August 31, 1998 CASH DISBURSEMENTS JOURNAL (CONTINUED)
DATE DOC # PAYEE AMOUNT DESCRIPTION 08/24/98 1007175 US WEST COMMUNICATIONS 809.14 TELEPHONE EXPENSE 08/24/98 1007176 WEIL GOTSHALL & MANGES 95,128.06 PROFESSIONAL FEES & COSTS 08/28/98 1007177 AIRBORNE EXPRESS 9.98 EXPRESS MAIL EXPENSE 08/28/98 1007178 AMPCO SYSTEM PARKING 130.00 RENT-PARKING 08/28/98 1007179 BEAR STEARNS & CO INC 199.97 OFFICE SUPPLIES & EXPENSE 08/28/98 1007180 BPC-PAYROLL TAX ACCT 4,392.46 TRANSFER-PARYOLL TAX ACCT 08/28/98 1007181 BPC-PAYROLL ACCT 10,101.53 TRANSFER-PAYROLL ACCT 08/28/98 1007182 CENTRAL PARKING SYSTEMS 195.00 RENT-PARKING 08/28/98 1007183 MARCIA CUSTER 73.15 OFFICE SUPPLIES & EXPENSE 08/28/98 1007184 GENERATOR POWER SYSTEMS INC 1,653.00 KYOCERA-O&M EXPENSE 08/28/98 1007185 KWIK COPY 56.26 OFFICE SUPPLIES & EXPENSE 08/28/98 1007186 MICRON ELECTRONICS INC 371.10 OFFICE SUPPLIES & EXPENSE 08/28/98 1007187 MOUNTAIN STATES OFFICE PRODUCTS 61.68 OFFICE SUPPLIES & EXPENSE 08/28/98 1007188 PRUDENTIAL SECURITIES 266.92 OFFICE SUPPLIES & EXPENSE 08/28/98 1007189 STEVEN STEPANEK 157.69 TRAVEL REIMBURSEMENT 08/28/98 1007190 TRAVEL ZONE CRUISE ZONE 135.00 TRAVEL EXPENSE 08/28/98 1007191 WELLS FARGO BANK 846.02 401K CONTRIBS & LOAN PMTS 08/28/98 1007192 CASH 493.13 OFFICE SUPPLIES & EXPENSE 08/31/98 BANK STMT KEY BANK OF UTAH 54.12 BANK SERVICE CHARGE ----- TOTAL CASH DISBURSEMENTS $661,679.35 ===========
D-2 DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Chapter 11 Trustee Joint Account For Period August 1 - August 31, 1998 CASH RECEIPTS JOURNAL
DATE DOC # PAYOR AMOUNT DESCRIPTION 08/31/98 BANK STMT KEY BANK $1,296.94 INTEREST INCOME
CASH DISBURSEMENTS JOURNAL
DATE DOC # PAYEE AMOUNT DESCRIPTION 08/25/98 BONNEVILLE PACIFIC CORP $425,000.00 TRANSFER 08/31/98 BANK STMT KEY BANK 43.12 BANK SERVICE CHARGE ----- TOTAL CASH DISBURSEMENTS $425,043.12 ===========
E DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Chapter 11 Trustee - CD Account For Period August 1 - August 31, 1998 CASH RECEIPTS JOURNAL
DATE DOC # PAYOR AMOUNT DESCRIPTION 08/31/98 BANK STMT US BANK $53,200.90 INTEREST INCOME
CASH DISBURSEMENTS JOURNAL
DATE DOC # PAYEE AMOUNT DESCRIPTION NONE
F DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Chapter 11 Trustee JT - CD Account For Period August 1 - August 31, 1998 CASH RECEIPTS JOURNAL
DATE DOC # PAYOR AMOUNT DESCRIPTION 08/31/98 BANK STMT BANK ONE $76,543.00 INTEREST INCOME
CASH DISBURSEMENTS JOURNAL
DATE DOC # PAYEE AMOUNT DESCRIPTION NONE
G DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Chapter 11 Trustee JT Savings For Period August 1 - August 31, 1998 CASH RECEIPTS JOURNAL
DATE DOC # PAYOR AMOUNT DESCRIPTION 08/31/98 BANK STMT BANK ONE $118.65 INTEREST INCOME
CASH DISBURSEMENTS JOURNAL
DATE DOC # PAYEE AMOUNT DESCRIPTION NONE
H DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Chapter 11 Trustee JT - MMA Account For Period August 1 - August 31, 1998 CASH RECEIPTS JOURNAL
DATE DOC # PAYOR AMOUNT DESCRIPTION 08/31/98 BANK STMT NATIONS BANK $416,628.52 INTEREST INCOME
CASH DISBURSEMENTS JOURNAL
DATE DOC # PAYOR AMOUNT DESCRIPTION NONE
I DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Proceeds From Asset Sales For Period August 1 - August 31, 1998 CASH RECEIPTS JOURNAL
DATE DOC # PAYOR AMOUNT DESCRIPTION 08/31/98 BANK STMT KEY BANK OF UTAH $9.64 INTEREST INCOME
CASH DISBURSEMENTS JOURNAL
DATE DOC # PAYEE AMOUNT DESCRIPTION NONE
J DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Kyocera Maintenance Reserve For Period August 1 - August 31, 1998 CASH RECEIPTS JOURNAL
DATE DOC # PAYOR AMOUNT DESCRIPTION 08/01/98 CK# 7138 BONNEVILLE PACIFIC CORP $10,000.00 TRANSFER 08/31/98 BANK STMT KEY BANK OF UTAH 122.62 INTEREST INCOME ------ TOTAL CASH RECEIPTS $10,122.62 ==========
CASH DISBURSEMENTS JOURNAL
DATE DOC # PAYEE AMOUNT DESCRIPTION 08/10/98 CK# 1044 GENERATOR POWER SYSTEMS $58,208.10 KYOCERA O&M EXPENSE
K DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Balance Sheet As of August 31, 1998 ASSETS Current Assets: Cash $156,814,544 Accounts receivable - trade 118,521 Accounts receivable - settlements (Note 4) 1,500,000 Accounts receivable - affiliates 61,633 Prepaid insurance 57,962 Accrued interest receivable 457,339 ------- Total current assets $159,010,000 Fixes Assets: Land 198,424 Equipment, furniture and fixtures 3,818,715 --------- Total fixed assets 4,017,139 Less: Accumulated depreciation (3,262,846) --------- Net fixed assets 754,293 Other Assets: Investment in and advances to subsidiaries and partnership (Note 7) 29,720,694 Other assets 16,218 ------ Total other assets 29,736,913 ---------- TOTAL ASSETS $189,501,205 ============ LIABILITIES Post-Petition Liabilities: Accounts payable - trade $166,715 Accounts payable - professional fees and costs 866,728 Accounts payable - other (Note 8) 550,000 Accrued income taxes payable (Note 5) 0 Taxes payable 0 Accrued interest 50,368,016 ---------- Total post-petition liabilities $51,951,459 Pre-Petition Liabilities: Priority claims 5,180 Secured debt 0 Unsecured debt (Notes 1 and 3) 99,953,656 ---------- Total Pre-Petition Liabilities 99,958,836 ---------- TOTAL LIABILITIES 151,910,295 Commitments and Contingent Liabilities (Note 3) OWNER'S EQUITY Capital Stock or Owner's Investment 213,752 Paid-In-Capital 121,590,029 Treasury Stock (2,308,255) Retained Earnings: Pre-Petition (56,551,908) Post-Petition (Note 6) (25,352,707) ---------- TOTAL OWNER'S EQUITY (Notes 1 and 3) 37,590,910 ---------- TOTAL LIABILITIES AND OWNER'S EQUITY $189,501,205 ============ Form 2-C DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Profit and Loss Statement For Period August 1 to August 31, 1998 Gross operating revenue $189,072 Less discount, returns and allowances 0 - Net operating revenue $189,072 Cost of goods sold (172,918) ------- Gross profit 16,154 Operating expenses: Salaries and wages 29,746 Rent and leases 1,438 Payroll taxes 10,626 Insurance 6,872 Other taxes and licenses 7,000 Other 13,487 ------ Total operating expenses (69,168) ------ Operating income (loss) (53,014) Legal and professional fees and costs (Note 4) 139,765 Plan approved claimant fees (Note 8) 550,000 Depreciation, depletion and administration 3,618 Claims settlement expense Interest expense 636,648 ------- Total (1,330,030) --------- Net operating income (loss) (1,383,045) Non-operating income and (expenses): Interest income 688,987 Other income - settlements 0 Approved claims 0 Other income 0 Equity in earnings (losses) of subsidiaries and partnerships (Note 2) 735,640 ------- Net non-operating income or (expenses) 1,424,628 --------- Net income (loss) before income taxes 41,583 Provision for income taxes (benefit) (Note 5) 0 - NET INCOME (LOSS) $41,583 ======= Form 2-D Page 1 of 3 DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 General Notes to Financial Statements For Period August 1 to August 31, 1998 1. The Balance Sheet and Income Statement of Bonneville Pacific Corporation, included in the Monthly Financial Report, are prepared on the accrual basis. As a result, revenues are generally recorded when earned rather than when received and expenses are generally recognized when the obligation is incurred rather than when the expenses are paid. During the bankruptcy, until the December 31, 1997 Financial Statements, accrued interest payable has been recorded only on post-petition debt, where such is contractually due. The Financial Statements included in Monthly Financial Reports for all reporting periods prior to December 1, 1997 have not included any accrual of interest on any pre- petition unsecured debt. However, in light of the "Trustee's Amended Chapter 11 Plan for the Estate of Bonneville Pacific Corporation Dated April 22, 1998" (the "Trustee's Amended Plan") which was confirmed by the Bankruptcy Court in an order entered on August 27, 1998, interest has now been accrued on certain pre-petition unsecured debt consistent with the interest rates set forth in the Trustee's Amended Plan. For further information see the Trustee's Amended Plan and the Amended Disclosure Statement related thereto. 2. Equity in earnings of subsidiaries and partnerships represents an accrual of the Company's share of earnings or losses of its operating subsidiaries and partnerships. These earnings are affected by a number of factors including seasonality, operating costs and operating efficiency. The operating entities which comprise these earnings include Bonneville Pacific Services Company, Bonneville Fuels Corporation, and Bonneville Nevada Corporation through its investment in the NCA #1 Partnership. 3. Unrecorded Liabilities and Other Claims. Unrecorded liabilities and claims include pre-petition debenture sale claims in the approximate amount of $5,500,000.00, post-petition debenture sale claims in the approximate amount of $10,000,000.00, limited partner claims in the approximate amount of $2,900,000.00, Section 510(b) equity claims in the approximate amount of $44,000,000.00 (including the allowed compromised claim of CIGNA and the ESOP claim as allowed on January 12, 1998 in the amount of $984,245.37), $8,945,000.00 in deeply subordinated claims, potential administrative fees which may be allowed by the Bankruptcy Court and the contingent unsecured claim of John Weesner (proof of claim #3). Most of the unrecorded liabilities (except administration claims and the Weesner Claim) will be satisfied as set forth in the confirmed Trustee's Amended Plan by the issuance of approximately 17,666,723 shares of additional common stock in the Company. For further information, see the Trustee's Amended Plan and the Amended Disclosure Statement related thereto. Form 2-D Page 2 of 3 DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 General Notes to Financial Statements (Continued) For Period August 1 to August 31, 1998 For further information concerning unrecorded liabilities and claims, see the Trustee's Amended Plan dated 4/22/98 and the Amended Disclosure Statement relating thereto. 4. Accounts Receivable Settlement represent only court approved settlements where all conditions precedent have occurred and the settlement was fully effective as of August 31, 1998 and are reflected on the August 31, 1998 Financial Statements. Approved settlement is as follows: Piper Jaffray 1,500,000 Received 9/9/98 5. As of December 31, 1997, Bonneville and Subsidiaries had approximately $23,750,000 in federal net operating loss carry-forwards for Federal Income Tax purposes and approximately $27,250,000 in Alternative Minimum Tax Loss carry-forwards. Pursuant to current tax law, only 90 percent of current Alternative Minimum Taxable Income can be offset by Alternative Minimum Tax Loss carry-forwards. Tax loss carry-forwards are subject to future review or determination by the Internal Revenue Service. The Trustee and his tax professionals have preliminarily concluded that such net operating loss carry forwards may be substantially restricted by virtue of the provisions of Section 382 of the Internal Revenue Code. 6. Retained earnings post-petition have been impacted by the accrual of post-petition interest on pre-petition unsecured debt at rates set forth in the Trustee's Amended Plan. 7. Investment in and advances to subsidiaries and partnerships is book value and is impacted by the dividends paid from the subsidiaries to the Company. The value stated is believed to be materially less than the current market value of such assets. Based in part upon the work of Bear, Stearns & Company, the Trustee is of the opinion that the book value of the Company's business assets, which is the value used on the Company's balance sheet which is included in these Monthly Financial Statements filed with the Bankruptcy Court (under the category "Other Assets: Investment in and advances to subsidiaries and partnership") is materially less than the fair market value of such business assets. For purposes of the Trustee's Amended Plan, the estimated value of the Company's business assets as of December 31, 1997 was (including cash held by the Company's subsidiaries) approximately sixty-three million dollars ($63,000,000.00) 8. Accounts Payable Other represents payments to Derek Anderson of $150,000 as provided in a Bankruptcy Court approved stipulation and to Halcyon of $400,000 as provided in the Trustee's Amended Plan. Form 2-D Page 3 of 3 DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Taxes Payable Schedule (Post-Petition) For the Period August 1 to August 31, 1998
Beginning Payments Date Check Ending Balance Adjustments Additions Deposits Paid Numb. Balance Income tax withheld: Federal $0.00 $0.00 ($4,380.41) $2,177.97 08/12/97 KEY TAX $0.00 2,202.44 08/27/98 KEY TAX State 0.00 (1,466.73) 1,466.73 08/31/98 1263 0.00 FICA tax withheld 0.00 (1,437.86) 712.11 08/15/98 KEY TAX 725.75 08/31/98 KEY TAX 0.00 Employer's FICA tax 0.00 (1,437.86) 712.11 08/15/98 KEY TAX 725.75 08/31/98 KEY TAX 0.00 Unemployment tax: Federal 0.00 0.00 State 0.00 0.00 Sales, use & excise taxes 0.00 0.00 Property taxes (2,300.00) 2,300.00 (2,879.66) 17,278.00 (14,398.34) Accrued income tax: Federal 0.00 0.00 State 0.00 0.00 Delaware franchise tax (7,980.00) 7,980.00 0.00 Employee withholding 0.00 0.00 (1,528.64) 764.32 08/12/98 1007156 0.00 ---- ---- -------- 764.32 08/27/98 1007191 ---- ------ TOTALS ($10,280.00) $10,280.00 ($13,131.16) $27,529.50 ($14,398.34) ========== ========== ========== ========== ==========
(*) Amount subject to results of audit. DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Insurance Schedule For August 1 to August 31, 1998
Policy Amount of Expiration Premium Paid Carrier/Agent Coverage Date Thru Date Worker's Compensation Various State Funds Statutory $1,000,000 (A) 08/31/98 General Liability Travelers Insurance/ Sedgwick James 5,000,000 08/17/99 08/17/99 Vehicles Travelers Insurance/ (Hired/Non-Owned) Sedgwick James 5,000,000 08/17/99 08/17/99 Property: Bonneville Pacific Federal Insurance Co./ Sedgwick James 735,000 08/17/99 08/17/99 Kyocera Federal/Hartford Steam/ Sedgwick James 5,352,879 08/17/99 08/17/99
(A) All workers compensation insurance policies are insured through various state insurance funds. As such, they continue in force as premiums are paid and have no policy expiration dates. Form 2-E Page 2 of 5 DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Accounts Receivable and Payable Aging For Period August 1 to August 31, 1998
Accounts Non-Affiliate Accounts Payable Accounts Payable Professional Receivable Trade Fees Under 30 days $1,680,154 $93,422 $866,728 30 to 60 days 0 806 0 61 to 90 days 0 0 0 Over 90 days 0 4,574 0 - ----- - Total post-petition 1,680,154 98,802 866,728 Pre-petition amounts 0 3,664,200 0 - --------- - Total accounts receivable $1,680,154 ========== Total accounts payable $3,763,002 $866,728 ========== ======== Affiliate Accounts Receivable Under 30 days $56,980 30 to 60 days 4,653 61 to 90 days 0 Over 90 days 0 - Total post-petition affiliate accounts receivable $61,633 =======
Form 2-E Page 3 of 5 DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Schedule of Payments of Fees and Costs to Attorneys and Other Professionals For Period August 1 to August 31, 1998
Date of Court Estimated Amount Paid Approval Balance Due Court Appointed Trustee $72,817 08/17/98 $62,758 Trustee's Counsel 207,906 08/17/98 164,767 Trustee's Accountants 12,058 08/17/98 39,203 Trustee's Special Plan Counsel 95,128 08/17/98 105,000 Special Litigation Counsel for Trustee - Costs 0 - 0 Trustee - Fees 0 - 495,000 (1) Auditors 99,927 08/17/98 0 Financial Consultants 0 0 (2) - - Total $487,836 $866,728 ======== ========
(1) Includes an accrual for any contingent fees due as a result of Court approved settlements or recoveries. Estimated contingent fees are accrued when settlements are approved by the Court. The contingent fees fees that have been accrued on settlements approved by the Court are as follows: $1,500,000.00 - Piper Jaffray Settlement (due 9/98) Fees - $495,000 (2) The financial consultants received a retainer in the amount of $100,000. The estimated remaining liability to the financial consultants is equal to the $100,000 retainer. Form 2-E Page 4 of 5 DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Schedule of Payments to Principal/Executives For Period August 1 to August 31, 1998
Payee Name Position Nature of Payment Amount Ralph F. Cox Director Director Fees $0.00 Calvin L. Rampton Director Director Fees $0.00 Clark M. Mower President Salary $12,833.34 Expense Reimbursement $714.01
Form 2-E Page 5 of 5 DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Quarterly Fee Summary Month Ended July 31, 1998
Cash Quarterly Payment Disbursement Fee Due Check No. Date January $377,740.24 February 169,278.67 March 149,371.16 ---------- Total 1st Quarter 696,390.07 $3,750.00 1006970 04/24/98 April 1,903,079.51 May 105,288.54 June 185,124.57 ---------- Total 2nd Quarter 2,193,492.62 $7,500.00 1007150 07/22/98 July 214,935.24 August 709,965.72 September ---------- Total 3rd Quarter 924,900.96 October November December Total 4th Quarter
(1) This summary is to reflect the current calendar year's information cumulative to the end of the current reporting period. Form 2-F -----END PRIVACY-ENHANCED MESSAGE-----