-----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, WfbmdfUTPymZ23YO+A4LzfmI3LibOvBKEa5KYSfO6CI4X2WpEwzmz+29G3Dpsb/O w9DUmh71W+mdVE5v5fPHeg== 0000898318-98-000031.txt : 19981211 0000898318-98-000031.hdr.sgml : 19981211 ACCESSION NUMBER: 0000898318-98-000031 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981210 GROUP MEMBERS: ALAN B. SLIFKA GROUP MEMBERS: ALAN B. SLIFKA AND COMPANY GROUP MEMBERS: HALCYON OFFSHORE MANAGEMENT COMPANY GROUP MEMBERS: HALCYON SLIFKA ALAN B MANAGEMENT CO LLC SUBJECT COMPANY: 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: SC 13G SEC ACT: SEC FILE NUMBER: 005-38198 FILM NUMBER: 98767805 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: 50 WEST 300 SOUTH STREET 2: SUITE 300 CITY: SALT LAKE CITY STATE: UT ZIP: 84101 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HALCYON SLIFKA ALAN B MANAGEMENT CO LLC CENTRAL INDEX KEY: 0001007024 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133093794 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 477 MADISON AVE STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123039400 MAIL ADDRESS: STREET 1: 477 MADISON AVE STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ___)* Bonneville Pacific Corporation __________________________________________________________________ (Name of Issuer) Common Stock __________________________________________________________________ (Title of Class of Securities) 098904 20 4 ________________________ (CUSIP Number) November 30, 1998 _______________________________________________________ (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 098904204 Schedule 13G 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): Halcyon/Alan B. Slifka Management Company, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) [ ] (b) [ x ] 3 SEC USE ONLY: 4 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER: 6 SHARED VOTING POWER 210,314 7 SOLE DISPOSITIVE POWER 8 SHARED DISPOSITIVE POWER 210,314 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 210,314 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): [ x ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 2.9% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): IA Page 2 of 13 Pages CUSIP No.098904204 Schedule 13G 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): Halcyon Offshore Management Company 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) [ ] (b) [x] 3 SEC USE ONLY: 4 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER: 6 SHARED VOTING POWER 19,109 7 SOLE DISPOSITIVE POWER 8 SHARED DISPOSITIVE POWER 19,109 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 19,109 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): [ x ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 0% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): IA Page 3 of 13 Pages CUSIP No. 098904204 Schedule 13G 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): Alan B. Skifka 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) [ ] (b) [x] 3 SEC USE ONLY: 4 CITIZENSHIP OR PLACE OF ORGANIZATION: U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER: 6 SHARED VOTING POWER 229,405 7 SOLE DISPOSITIVE POWER 8 SHARED DISPOSITIVE POWER 229,405 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 229,405 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): [x] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 3.16% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): HC; IN Page 4 of 13 Pages CUSIP No. 098904204 Schedule 13G 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): Alan B. Slifka & Company, Limited 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) [ ] (b) [ x ] 3 SEC USE ONLY: 4 CITIZENSHIP OR PLACE OF ORGANIZATION: New York State NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER: 6 SHARED VOTING POWER 210,314 7 SOLE DISPOSITIVE POWER 8 SHARED DISPOSITIVE POWER 210,314 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 210,314 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): [ x ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 2.9% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): HC; CO Page 5 of 13 Pages Page 6 of 13 Pages Item 1(a). Name of Issuer Bonneville Pacific Corporation Item 1(b). Address of Issuer's Principal Executive Offices 50 West 300 South, Suite 300 Salt Lake City, Utah 84104 Item 2 (a). Name of Person Filing Alan B. Slifka and Company, Limited ("ABS & Co.") is the parent holding company of "Halcyon" and Alan B. Slifka is the control person of Offshore and of ABS & Co. Item 2(b). Address of Principal Business Office or, if none, Residence 477 Madison Avenue New York, NY 10022 Item 2(c). Citizenship The Filing Persons' citizenship or place of organization is set forth on their respective cover pages and incorporated herein by reference. Item 2(d). Title of Class of Securities Common Stock Item 2(e). CUSIP Number 098904 20 4 Page 7 of 13 Pages Item 3. If this statement is filed pursuant to 240.13d- 1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker of dealer registered under section 15 of the Act (15 U.S.C. 78o); (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); (e) [x] An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); (g) [x] A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J). Page 8 of 13 Pages Item 4. Ownership. (a) The Filing Persons beneficially own the number of shares reflected on their cover pages which are incorporated herein by reference. To the extent that the Filing Persons and the persons (the "BPRIP Reporting Persons") that filed a Schedule 13G on November 8, 1998 reporting beneficial ownership of 937,563 common shares of the issuer (the "BPRIP Schedule 13G") may be deemed to be members of a "group," within the meaning of SEC Rule 13d-5, the Filing Persons may be deemed to beneficially own the shares reported as beneficially owned by the BPRIP Reporting Persons on the BPRIP Schedule 13G; as such, the Filing Persons may be deemed to beneficially own 1,166,970 shares. The Filing Persons, who are filing this Schedule 13G pursuant to Rule 13d- 1(k)(2), disclaim beneficial ownership of the shares reported as beneficially owned by the BPRIP Reporting Persons on the BPRIP Schedule 13G. There is no arrangement or understanding for the voting of the shares between the Filing Persons and the BPRIP Reporting Persons. Except to the extent that the BPRIP Reporting Persons have a right of first refusal on the shares beneficially owned by the Filing Persons, in the event the Filing Persons determine to dispose of their shares, there is no arrangement or understanding between the Filing Persons and the BPRIP Reporting Persons regarding the disposition of the shares. The Filing Persons and the BPRIP Reporting Persons, during the course of the issuer's Chapter 11 proceedings, agreed to act together to acquire specified bankruptcy claims, in the expectation that such claims would be settled in shares of the issuer's common stock in the bankruptcy proceedings. The time for acquiring bankruptcy claims has elapsed and there is no arrangement or understanding between the Filing Persons and the BPRIP Reporting Persons regarding acquisitions of the issuer's Common Stock. (b) Percent of class: The filing persons beneficial ownership on a percentage basis is reflected on their cover pages and is incorporated by reference herein. Page 9 of 13 Pages (c) The shares for which these filing persons have voting and dispositive powers are set forth on the cover pages and are incorporated herein by reference. Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class or securities, check the following [ ]. Not Applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. The advisees of Management and Offshore have a right to receive distributions on and the proceeds of sale of the shares beneficially owned by the Filing Persons. The BPRIP Reporting Persons may have a right to receive a portion of the proceeds of sale of shares beneficially owned by the Filing Persons, depending on whether the Filing Persons sell shares at a price in excess of the price paid for the purchase of the predecessor bankruptcy claims, under a formula for determining such prices. Page 10 of 13 Pages Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not Applicable. Item 8. Identification and Classification of Members of the Group. Not Applicable. Item 9. Notice of Dissolution of Group. Not Applicable. Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 11 of 13 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Halcyon/Alan B. Slifka Management Company, LLC By Alan B. Slifka & Company, Ltd. /s/ James H. Schropp _________________________________ By: James H. Schropp, pursuant to power of attorney previously filed as exhibit to Schedule 13D on Chicago Dock and Canal Trust filed on December 17, 1996 Alan B. Slifka /s/ James H. Schropp __________________________________ By: James H. Schropp, pursuant to power of attorney previously filed as exhibit to Schedule 13D on Chicago Dock and Canal Trust filed on December 17, 1996 The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. Page 12 of 13 Pages JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the shares of beneficial interest, no par value $1.00 per share, of Bonneville Pacific Corporation, and further agree that this Joint Filing Agreement be included as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement. HALCYON/ALAN B. SLIFKA MANAGEMENT COMPANY LLC By: ALAN B. SLIFKA AND COMPANY, LIMITED By: /s/ James H. Schropp __________________________ Name: James H. Schropp Title: Attorney-in-Fact Dated: December 10, 1998 ALAN B. SLIFKA By: /s/ James H. Schropp __________________________ Name: James H. Schropp Title: Attorney-in-Fact Dated: December 10, 1998 Page 13 of 13 Pages NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7 for other parties for whom copies are to be sent. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) -----END PRIVACY-ENHANCED MESSAGE-----