-----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, HS1PqFYLfZ7YJYN3QWdhdNUNNILZ5yl8DLLwR+EDJ9AqWTai12yvkOpNltxpSV9g Cfc+9gDzM8+agaSaJwJP5Q== 0000914317-98-000432.txt : 19980720 0000914317-98-000432.hdr.sgml : 19980720 ACCESSION NUMBER: 0000914317-98-000432 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980714 SROS: NONE 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 13D/A SEC ACT: SEC FILE NUMBER: 005-38198 FILM NUMBER: 98665517 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WEXFORD MANAGEMENT LLC CENTRAL INDEX KEY: 0001048462 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 061442624 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 411 W PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2038627000 MAIL ADDRESS: STREET 1: 411 W PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) BONNEVILLE PACIFIC CORPORATION (Name of issuer) Common Stock, $.01 Par Value Per Share (Title of class of securities) 098904-10-5 (CUSIP number) Arthur H. Amron Wexford Management LLC 411 West Putnam Avenue Greenwich, CT 06830 (203) 862-7012 (Name, address and telephone number of person authorized to receive notices and communications) July 7, 1998 (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule ss. 240.13d-7 CUSIP No. 098904-10-5 1. Names of Reporting Persons. Wexford Special Situations 1996, LP I.R.S. Identification Nos. of Above Persons (entities only) (Intentionally Omitted) 2. Check the Appropriate Box if a Member of a Group (a) [x] (See Instructions) (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) WC 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Delaware Number of Shares 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power (see Item 5 below) 371,056 Reporting Person With 9. Sole Dispositive Power 0 10. Shared Dispositive Power (see Item 5 below) 371,056 11. Aggregate Amount Beneficially Owned by Each Reporting Person 371,056 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11 3.2% 14. Type of Reporting Person (See Instructions) PN CUSIP No. 098904-10-5 1. Names of Reporting Persons. Wexford Special Situations 1996 Institutional, L.P. I.R.S. Identification Nos. of Above Persons (entities only) (Intentionally Omitted) 2. Check the Appropriate Box if a Member of a Group (a) [x] (See Instructions) (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) WC 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Delaware Number of Shares 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power (see Item 5 below) 66,750 Reporting Person With 9. Sole Dispositive Power 0 10. Shared Dispositive Power (see Item 5 below) 66,750 11. Aggregate Amount Beneficially Owned by Each Reporting Person 66,750 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 0.6% 14. Type of Reporting Person (See Instructions) PN CUSIP No. 098904-10-5 1. Names of Reporting Persons. Wexford Special Situations 1996 Limited I.R.S. Identification Nos. of Above Persons (entities only) (Intentionally Omitted) 2. Check the Appropriate Box if a Member of a Group (a) [x] (See Instructions) (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) WC 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Cayman Islands Number of Shares 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power (see Item 5 below) 17,913 Reporting Person With 9. Sole Dispositive Power 0 10. Shared Dispositive Power (see Item 5 below) 17,913 11. Aggregate Amount Beneficially Owned by Each Reporting Person 17,913 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 0.2% 14. Type of Reporting Person (See Instructions) CO CUSIP No. 098904-10-5 1. Names of Reporting Persons. Wexford-Euris Special Situations 1996, LP I.R.S. Identification Nos. of Above Persons (entities only) (Intentionally Omitted) 2. Check the Appropriate Box if a Member of a Group (a) [x] (See Instructions) (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) WC 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Delaware Number of Shares 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power (see Item 5 below) 96,781 Reporting Person With 9. Sole Dispositive Power 0 10. Shared Dispositive Power (see Item 5 below) 96,781 11. Aggregate Amount Beneficially Owned by Each Reporting Person 96,781 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 0.8% 14. Type of Reporting Person (See Instructions) PN CUSIP No. 098904-10-5 1. Names of Reporting Persons. Wexford Management LLC I.R.S. Identification Nos. of Above Persons (entities only) (Intentionally Omitted) 2. Check the Appropriate Box if a Member of a Group (a) [x] (See Instructions) (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) AF 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Connecticut Number of Shares 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power (see Item 5 below) 552,500 Reporting Person With 9. Sole Dispositive Power 0 10. Shared Dispositive Power (see Item 5 below) 552,500 11. Aggregate Amount Beneficially Owned by Each Reporting Person 552,500 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 4.8% 14. Type of Reporting Person (See Instructions) OO CUSIP No. 098904-10-5 1. Names of Reporting Persons. Wexford Advisors, LLC I.R.S. Identification Nos. of Above Persons (entities only) (Intentionally Omitted) 2. Check the Appropriate Box if a Member of a Group (a) [x] (See Instructions) (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) AF 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Delaware Number of Shares 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power (see Item 5 below) 455,719 Reporting Person With 9. Sole Dispositive Power 0 10. Shared Dispositive Power (see Item 5 below) 455,719 11. Aggregate Amount Beneficially Owned by Each Reporting Person 455,719 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 3.9% 14. Type of Reporting Person (See Instructions) OO CUSIP No. 098904-10-5 1. Names of Reporting Persons. Wexford Euris Advisors, LLC I.R.S. Identification Nos. of Above Persons (entities only) (Intentionally Omitted) 2. Check the Appropriate Box if a Member of a Group (a) [x] (See Instructions) (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) AF 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Delaware Number of Shares 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power (see Item 5 below) 96,781 Reporting Person With 9. Sole Dispositive Power 0 10. Shared Dispositive Power (see Item 5 below) 96,781 11. Aggregate Amount Beneficially Owned by Each Reporting Person 96,781 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 0.8% 14. Type of Reporting Person (See Instructions) OO CUSIP No. 098904-10-5 1. Names of Reporting Persons. Charles E. Davidson I.R.S. Identification Nos. of Above Persons (entities only) 2. Check the Appropriate Box if a Member of a Group (a) [x] (See Instructions) (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) AF 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization United States Number of Shares 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power (see Item 5 below) 552,500 Reporting Person With 9. Sole Dispositive Power 0 10. Shared Dispositive Power (see Item 5 below) 552,500 11. Aggregate Amount Beneficially Owned by Each Reporting Person 552,500 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 4.8% 14. Type of Reporting Person (See Instructions) IN CUSIP No. 098904-10-5 1. Names of Reporting Persons. Joseph M. Jacobs I.R.S. Identification Nos. of Above Persons (entities only) 2. Check the Appropriate Box if a Member of a Group (a) [x] (See Instructions) (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) AF 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization United States Number of Shares 7. Sole Voting Power 0 Beneficially Owned by Each 8. Shared Voting Power (see Item 5 below) 552,500 Reporting Person With 9. Sole Dispositive Power 0 10. Shared Dispositive Power (see Item 5 below) 552,500 11. Aggregate Amount Beneficially Owned by Each Reporting Person 552,500 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 4.8% 14. Type of Reporting Person (See Instructions) IN This Amendment No. 1 to Schedule 13D modifies and supplements the Schedule 13D filed on April 21, 1997 with respect to the common stock, $0.01 par value per share (the "Common Stock"), of BONNEVILLE PACIFIC CORPORATION, a Delaware corporation (the "Company"). Except to the extent supplemented by the information contained in this Amendment No. 1, such Schedule 13D, as amended as provided above, remains in full force and effect. Capitalized terms used herein without definition have the respective meanings ascribed to them in such Schedule 13D. Item 5. Interest in Securities of the Issuer. 1. Since the filing of Schedule 13D, the Special Funds and the Euris Funds sold the following shares of Common Stock, all of which sales were effected in open market transactions: A. Wexford Special Situations 1996, LP Date No. of Shares Price Per Share - ---- ------------- --------------- 2/20/98 33,580 $1.82 7/12/98 33,580 1.66 7/7/98 67,159 1.66 ------- Total 134,319 B. Wexford Special Situations 1996 Institutional, LP Date No. of Shares Price Per Share - ---- ------------- --------------- 2/20/98 6,041 $1.82 7/2/98 6,041 1.66 7/7/98 12,082 1.66 ------ Total 24,164 C. Wexford Special Situations 1996, LP Date No. of Shares Price Per Share - ---- ------------- --------------- 2/20/98 1,621 $1.82 - ------- ----- ----- 7/2/98 1,620 1.66 - ------ ----- ---- 7/7/98 3,242 1.66 - ------ ------ ---- Total 6,483 D. Wexford-Euris Special Situations 1996 Limited Date No. of Shares Price Per Share - ---- ------------- --------------- 2/20/98 8,758 $1.82 - ------- ----- ----- 7/2/98 8,759 1.66 - ------ ----- ---- 7/7/98 17,517 1.66 - ------ ------ ---- Total 35,034 As of July 7, 1998, none of the Reporting Persons had beneficial ownership of 5% or more of the Common Stock. As of July 7, 1998, the Reporting Persons may be deemed to have owned beneficially the respective percentages and numbers of outstanding shares of Common Stock set forth below (on the basis of 11,500,000 shares of Common Stock outstanding, which, based on certain publicly available information, is the number of shares currently outstanding): 1. Wexford Special Situations 1996, LP (a) Aggregate number of shares of Common Stock beneficially owned: 371,056 Percentage: 3.2% (b) 1.Sole power to vote or to direct vote: -0- 2.Shared power to vote or to direct vote: 371,056 3.Sole power to dispose or to direct the disposition: -0- 4.Shares power to dispose or to direct the disposition: 371,056 (c) Other than as reported in above, there were no transactions by Wexford Special Situations 1996, LP during the past 60 days. (d) The Reporting Person may be deemed to have the right to receive or the power to direct the receipt of dividends from, or proceeds from, the sale of Common Stock. (e) Not applicable. 2. Wexford Special Situations 1996 Institutional, LP (a) Aggregate number of shares of Common Stock beneficially owned: 66,750 Percentage: 0.6% (b) 1.Sole power to vote or to direct vote: -0- 2.Shared power to vote or to direct vote: 66,750 3.Sole power to dispose or to direct the disposition: -0- 4.Shares power to dispose or to direct the disposition: 66,750 (c) Other than as reported, above, there were no transactions by Wexford Special Situations 1996 Institutional, L.P. during the past 60 days. (d) The Reporting Person may be deemed to have the right to receive or the power to direct the receipt of dividends from, or proceeds from, the sale of Common Stock. (e) Not applicable. 3. Wexford Special Situations 1996 Limited (a) Aggregate number of shares of Common Stock beneficially owned: 17,913 Percentage: 0.2% (b) 1.Sole power to vote or to direct vote: -0- 2.Shared power to vote or to direct vote: 17,913 3.Sole power to dispose or to direct the disposition: -0- 4.Shares power to dispose or to direct the disposition:17,913 (c) Other than as reported, above, there were no transactions by Wexford Special Situations 1996 Limited during the past 60 days. (d) The Reporting Person may be deemed to have the right to receive or the power to direct the receipt of dividends from, or proceeds from, the sale of Common Stock. (e) Not applicable. 4. Wexford-Euris Special Situations 1996, LP (a) Aggregate number of shares of Common Stock beneficially owned: 96,781 Percentage: 0.8% (b) 1.Sole power to vote or to direct vote: -0- 2.Shared power to vote or to direct vote: 96,781 3.Sole power to dispose or to direct the disposition: -0- 4.Shares power to dispose or to direct the disposition:96,781 (c) Other than as reported, above, there were no transactions by Wexford-Euris Special Situations 1996, LP during the past 60 days. (d) The Reporting Person may be deemed to have the right to receive or the power to direct the receipt of dividends from, or proceeds from, the sale of Common Stock. (e) Not applicable. 5. Wexford Advisors LLC (a) Aggregate number of shares of Common Stock beneficially owned: 455,719 Percentage: 3.9% (b) 1.Sole power to vote or to direct vote: -0- 2.Shared power to vote or to direct vote: 455,719 3.Sole power to dispose or to direct the disposition: -0- 4.Shares power to dispose or to direct the disposition:455,719 (c) Other than as reported, above, there were no transactions by Wexford Advisors LLC during the past 60 days. (d) The Reporting Person may be deemed to have the right to receive or the power to direct the receipt of dividends from, or proceeds from, the sale of Common Stock. (e) Not applicable. 6. Wexford-Euris Advisors, LLC (a) Aggregate number of shares of Common Stock beneficially owned: 96,781 Percentage: 0.8% (b) 1.Sole power to vote or to direct vote: -0- 2.Shared power to vote or to direct vote: 96,781 3.Sole power to dispose or to direct the disposition: -0- 4.Shares power to dispose or to direct the disposition:96,781 (c) Other than as reported, above, there were no transactions by Wexford-Euris Advisors, LLC during the past 60 days. (d) The Reporting Person may be deemed to have the right to receive or the power to direct the receipt of dividends from, or proceeds from, the sale of Common Stock. (e) Not applicable. 7. Wexford Management (a) Aggregate number of shares of Common Stock beneficially owned: 552,500 Percentage: 4.8% (b) 1.Sole power to vote or to direct vote: -0- 2.Shared power to vote or to direct vote: 552,500 3.Sole power to dispose or to direct the disposition: -0- 4.Shares power to dispose or to direct the disposition:552,500 (c) Other than as reported in above, there were no transactions by Wexford Management during the past 60 days. (d) Wexford Management may be deemed to have the right to receive or the power to direct the receipt of dividends from, or proceeds from, the sale of Common Stock. (e) Not applicable. 8. Charles E. Davidson (a) Aggregate number of shares of Common Stock beneficially owned: 552,500 Percentage: 4.8% (b) 1.Sole power to vote or to direct vote: -0- 2.Shared power to vote or to direct vote: 552,500 3.Sole power to dispose or to direct the disposition: -0- 4.Shares power to dispose or to direct the disposition:552,500 (c) Other than as reported in above, there were no transactions by Mr. Davidson during the past 60 days. (d) Mr. Davidson may be deemed to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock. (e) Not applicable. 9. Joseph M. Jacobs (a) Aggregate number of shares of Common Stock beneficially owned: 552,500 Percentage: 4.8% (b) 1.Sole power to vote or to direct vote: -0- 2.Shared power to vote or to direct vote: 552,500 3.Sole power to dispose or to direct the disposition: -0- 4.Shares power to dispose or to direct the disposition:552,500 (c) Other than as reported in above, there were no transactions by Mr Jacobs during the past 60 days. (d) Mr. Jacobs may be deemed to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock. (e) Not applicable. The Special General Partner may, by reason of its status as the sole general partner of the Special Funds, be deemed to own beneficially the Common Stock of which the Special Funds possess beneficial ownership. Wexford Management may, by reason of its status as investment manager to the Special Funds and Euris Fund and as sub-advisor to the Special General Partner on behalf of Wexford Cayman, be deemed to own beneficially the Common Stock of which the Special Funds, Euris Fund and Wexford Cayman possess beneficial ownership. The Special General Partner may, by reason of its status as the investment advisor to Wexford Cayman, be deemed to own beneficially the Common Stock of which Wexford Cayman Possesses beneficial ownership. The Euris General Partner may, by reason of its status as the general partner of Euris Fund, be deemed to own beneficially the Common Stock of which the Euris Fund possesses beneficial ownership. Each of Charles E. Davidson and Joseph M. Jacobs may, by reason of his status as a controlling person of the Special General Partner, the Euris General Partner and Wexford Management, be deemed to own beneficially the Common Stock of which the Special Funds, Euris Fund and Wexford Cayman possess beneficial ownership. Each of Charles E. Davidson, Joseph M. Jacobs, Wexford Management and the Special General Partner shares the power to vote and to dispose of the shares of Common Stock the Special Funds beneficially own. Each of Charles E. Davidson, Joseph M. Jacobs, Wexford Management and the Euris General Partner shares the power to vote and to dispose of the shares of Common Stock Euris Fund beneficially owns. The Special General Partner shares with Wexford Management and Wexford Cayman the power to vote and to dispose of the shares of Common Stock Wexford Cayman beneficially owns. * * * * * SIGNATURE After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: July 7, 1998 WEXFORD SPECIAL SITUATIONS 1996, LP By: Wexford Management LLC, its investment manager By: /s/Arthur H. Amron ------------------ Name: Arthur H. Amron Title: Senior Vice President WEXFORD SPECIAL SITUATIONS 1996 INSTITUTIONAL, LP By: Wexford Management LLC, its investment manager By: /s/Arthur H. Amron ------------------ Name: Arthur H. Amron Title: Senior Vice President WEXFORD-EURIS SPECIAL SITUATIONS 1996, LP By: Wexford Management LLC, its investment manager By: /s/Arthur H. Amron ------------------ Name: Arthur H. Amron Title: Senior Vice President WEXFORD SPECIAL SITUATIONS 1996 LIMITED By: Wexford Management LLC, its investment sub-advisor By: /s/Arthur H. Amron ------------------ Name: Arthur H. Amron Title: Senior Vice President WEXFORD MANAGEMENT LLC By: /s/Arthur H. Amron ------------------ Name: Arthur H. Amron Title: Senior Vice President WEXFORD ADVISORS, LLC By: /s/Arthur H. Amron ----------------- Name: Arthur H. Amron Title: Vice President WEXFORD EURIS ADVISORS, LLC By: /s/Arthur H. Amron ------------------ Name: Arthur H. Amron Title: Vice President /s/ Charles E. Davidson - ----------------------- Charles E. Davidson /s/Joseph M. Jacobs - ------------------- Joseph M. Jacobs -----END PRIVACY-ENHANCED MESSAGE-----