-----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, HmiMGFqVu15db/i14133BHIA5suBtz8w7u/6DgzMUBSFoYgq7FiJWKk160Xu+nNl yDkcQE5WEc8vYoYwpSK/Ug== 0000934614-98-000043.txt : 19981214 0000934614-98-000043.hdr.sgml : 19981214 ACCESSION NUMBER: 0000934614-98-000043 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981211 GROUP MEMBERS: ANGIC, LLC GROUP MEMBERS: BP INVESTMENT RECOVERY PARTNERS, L.P. GROUP MEMBERS: CAMPUS FINANCIAL CORPORATION GROUP MEMBERS: DITTMER HAROLD E GROUP MEMBERS: FCGP, INC. GROUP MEMBERS: FRANK A. KLEPETKO GROUP MEMBERS: FRESNO POWER INVESTORS L.P. GROUP MEMBERS: JOSEPH A. WAGDA GROUP MEMBERS: KENNETH B. SALVAGNO GROUP MEMBERS: THOMAS A. TINUCCI 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/A SEC ACT: SEC FILE NUMBER: 005-38198 FILM NUMBER: 98768267 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: DITTMER HAROLD E CENTRAL INDEX KEY: 0001073295 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 650 BERCUT DRIVE SUITE C CITY: SACRAMENTO STATE: CA ZIP: 95814 BUSINESS PHONE: 8006905915 MAIL ADDRESS: STREET 1: 650 BERCUT DRIVE SUITE C CITY: SACRMENTO STATE: CA ZIP: 95814 SC 13G/A 1 SCHEDULE 13G AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G 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 20 4 (CUSIP Number) December 7, 1998 (Dave of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] 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 the disclosures provided in a prior cover page. The information required on 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 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). Page 1 of 20 Pages SCHEDULE 13G CUSIP No. 098904 20 4 Page 2 of 20 Pages 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Harold E. Dittmer 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States 5 SOLE VOTING POWER NUMBER OF 14,118 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 897,343 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 14,118 WITH 8 SHARED DISPOSITIVE POWER 897,343 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 911,461 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.6 12 TYPE OF REPORTING PERSON * IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 098904 20 4 Page 3 of 20 Pages 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Frank A. Klepetko 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States 5 SOLE VOTING POWER NUMBER OF 35,000 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 655,892 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 35,000 WITH 8 SHARED DISPOSITIVE POWER 655,892 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 690,892 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.5 12 TYPE OF REPORTING PERSON * IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 098904 20 4 Page 4 of 20 Pages 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Kenneth B. Salvagno 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States 5 SOLE VOTING POWER NUMBER OF 19,954 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 655,892 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 19,954 WITH 8 SHARED DISPOSITIVE POWER 655,892 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 675,846 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.3 12 TYPE OF REPORTING PERSON * IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 098904 20 4 Page 5 of 20 Pages 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) BP Investment Recovery Partners, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION California 5 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 215,182 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 0 WITH 8 SHARED DISPOSITIVE POWER 215,182 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 215,182 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.0 12 TYPE OF REPORTING PERSON * PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 098904 20 4 Page 6 of 20 Pages 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Campus Financial Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION California 5 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 215,182 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 0 WITH 8 SHARED DISPOSITIVE POWER 215,182 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 215,182 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.0 12 TYPE OF REPORTING PERSON * CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 098904 20 4 Page 7 of 20 Pages 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) ANGIC, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Nevada 5 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 655,892 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 0 WITH 8 SHARED DISPOSITIVE POWER 655,892 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 655,892 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.1 12 TYPE OF REPORTING PERSON * OO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 098904 20 4 Page 8 of 20 Pages 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Fresno Power Investors L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION California 5 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 680,892 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 0 WITH 8 SHARED DISPOSITIVE POWER 680,892 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 680,892 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.4 12 TYPE OF REPORTING PERSON * PN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 098904 20 4 Page 9 of 20 Pages 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) FCGP, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION California 5 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 680,892 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 0 WITH 8 SHARED DISPOSITIVE POWER 680,892 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 680,892 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.4 12 TYPE OF REPORTING PERSON * CO *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 098904 20 4 Page 10 of 20 Pages 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Thomas A. Tinucci 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States 5 SOLE VOTING POWER NUMBER OF 11,098 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 0 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 11,098 WITH 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,098 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.2 12 TYPE OF REPORTING PERSON * IN *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 098904 20 4 Page 11 of 20 Pages 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Joseph A. Wagda 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States 5 SOLE VOTING POWER NUMBER OF 8,324 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 0 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 8,324 WITH 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,324 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.1 12 TYPE OF REPORTING PERSON * IN *SEE INSTRUCTIONS BEFORE FILLING OUT! ITEM 1(A). NAME OF ISSUER Bonneville Pacific Corporation, a Delaware corporation (the "Company") ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES 50 West 300 South, Suite 300 Salt Lake City, Utah 84101 ITEM 2(A). NAME OF PERSONS FILING This Schedule 13G is being filed by Harold E. Dittmer, an individual resident in California ("Dittmer"); Frank A. Klepetko, an individual resident in New York ("Klepetko"); Kenneth B. Salvagno, an individual resident in California ("Salvagno"); BP Investment Recovery Partners, L.P., a California limited partnership ("BPIRP"); Campus Financial Corporation, a California corporation ("Campus"); ANGIC, LLP, a Nevada limited liability company ("Angic"); Fresno Power Investors L.P., a California limited partnership ("FPI"); FCGP, Inc., a California corporation ("FCGP"); Thomas A. Tinucci, an individual resident in California ("Tinucci"); and Joseph A. Wagda, an individual resident in California ("Wagda"). In this Schedule 13G, Dittmer, Klepetko, Salvagno, BPIRP, Campus, Angic, FPI, FCGP, Tinucci and Wagda are referred to collectively as the "Reporting Persons." The Reporting Persons may be deemed to have acted and/or to be acting together for the purpose of acquiring and/or holding their shares of Bonneville Stock (as defined in Item 2(d), below) and, accordingly, may be deemed to be a "group" within the meaning of Sections 13(d) and (g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder. See Item 4(a). Such group is referred to in this Schedule 13G as the "BPIRP Group." BPIRP and Halcyon Distressed Securities, L.P., a Delaware limited partnership ("Halcyon"), are parties to a Claims Purchase Cooperation Agreement, dated as of May 15, 1998 (the "Halcyon/BPIRP Agreement"), pursuant to which, among other things, (i) BPIRP acquired a right of first refusal with respect to the shares of Bonneville Stock held by Halcyon, (ii) BPIRP will be reimburse Halcyon, under certain circumstances, if Halcyon realizes a loss on the sale of its Bonneville Stock, and (iii) BPIRP and Halcyon will share the proceeds, under certain circumstances, if Halcyon realizes a gain on the sale of its Bonneville Stock. The Reporting Persons are advised that Halcyon/Alan B. Slifka Management Company LLC, a Delaware limited liability company ("Halcyon LLC" and, together with Halcyon, the "Halcyon Companies"), is the sole general partner of Halcyon. By reason of the Halcyon/BPIRP Agreement, the Halcyon Companies may be deemed under Sections 13(d) and (g) of the Exchange Act and the rules and regulations thereunder to be members of the BPIRP Group; however, nothing contained in this Schedule 13G shall be deemed to be an admission by either of the Halcyon Companies that it is a member of the BPIRP Group for purposes of Sections 13(d) or (g) of the Exchange Act or any other purpose. The Halcyon Companies disclaim beneficial ownership of any shares of Bonneville Stock held by any of the Reporting Persons. The shares of Bonneville Stock reported on the cover pages of this Schedule 13G do not include the shares of Bonneville Stock held by the Halcyon Companies. See Item 4. Page 12 of 20 Pages ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICES OR, IF NONE, RESIDENCE The principal business offices of the Reporting Persons are located at: 650 Bercut Drive, Suite C Sacramento, California 95814 ITEM 2(C). CITIZENSHIP Each of BPIRP, Campus, FPI and FCGP are organized or incorporated under the laws of the State of California; Angic is organized under the laws of the State of Nevada; and each of Dittmer, Klepetko, Salvagno, Tinucci and Wagda is a citizen of the United States. ITEM 2(D). TITLE OF CLASS OF SECURITIES Common Stock, $.01 par value per share ("Bonneville Stock"). The information set forth in this Schedule 13G reflects the November 3, 1998 reverse split of the Bonneville Stock on a 1-for-4 basis (the "reverse split"). ITEM 2(E). CUSIP NUMBER 098904 20 4 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: (a) [] Broker or dealer registered under Section 15 of the Exchange Act; (b) [] Bank as defined in Section 3(a)(6) of the Exchange Act; (c) [] Insurance company defined in Section 3(a)(19) of the Exchange Act; (d) [] Investment company registered under Section 8 of the Investment Company Act; (e) [] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box. [X] Page 13 of 20 Pages ITEM 4. OWNERSHIP (a) Amount Beneficially Owned Substantially all of the shares of Bonneville Stock reported in this Schedule 13G were issued to the Reporting Persons pursuant to the Amended Chapter 11 Plan for the Estate of the Company, dated April 22, 1998 and effective as of November 2, 1998 (the "Plan"), in respect of creditor claims held by such persons against the Company. On November 12, 1998, the Reporting Persons filed this Schedule 13G, based upon certain assumptions and estimates set forth in the Company's Current Report on Form 8-K (File No. 0- 14846), filed with the Securities and Exchange Commission on November 4, 1998 (the "Form 8-K"). Subsequent to such filing, over a period of several days, certificates representing the shares of Bonneville Stock issuable to the Company's creditors under the Plan were distributed by the transfer agent of the Bonneville Stock (the "Transfer Agent") on the instructions of the Chapter 11 Bankruptcy Trustee for the Company (the "Trustee"). The Reporting Persons reviewed their certificates as they were received and held several discussions with the Trustee from such time through December 7, 1998 to resolve discrepancies between the Reporting Persons' records and the number of shares represented by the certificates received. The beneficial ownership of Bonneville Stock reported in this Amendment No. 1 to Schedule 13G is primarily based upon the certificates received by the Reporting Persons, certificates returned or to be returned to the Trustee and the verbal advice of the Trustee as to additional certificates to be distributed to the Reporting Persons pursuant to the Plan. As of the date of this Amendment No. 1 to Schedule 13G, certain issues with respect to the ownership of a portion of the Reporting Persons' creditor claims remain outstanding. The Reporting Persons believe that they were the owners of such claims, and as a result are entitled to the Bonneville Stock issuable under the Plan in respect of such claims. This Schedule 13G assumes that such issues will be resolved in favor of the Reporting Persons. As of December 10, 1998, the Reporting Persons as a group beneficially own an aggregate of 985,837 shares of Bonneville Stock, including 7,500 shares which Dittmer has the right to acquire within 60 days of December 10, 1998 pursuant to a stock option granted by the Company (the "Dittmer Option"). The Reporting Persons believe that, as of December 10, 1998, the Halcyon Companies beneficially own an additional 229,403 shares of Bonneville Stock. Accordingly, the BPIRP Group may be deemed to beneficially own an aggregate of 1,215,240 shares of Bonneville Stock. See Item 2(a), above. The shares held by BPIRP may be deemed to be beneficially owned by each of (a) Campus, as the sole general partner of BPIRP, and (b) Dittmer, as the sole shareholder of Campus. The shares held by Angic may be deemed to be beneficially owned by each of (a) FPI, Klepetko and Salvagno, as the members of Angic; (b) FCGP, as the sole general partner of FPI; and (c) Dittmer, as the sole shareholder of FCGP. The shares held by FPI may be deemed to be beneficially owned by each of (a) FCGP, as the sole general partner of FPI, and (b) Dittmer, as the sole shareholder of FCGP. Page 14 of 20 Pages (b) Percent of Class The percentages reported in this Item 4(b) assume that, as of December 10, 1998, there were an aggregate of 7,240,000 shares of Bonneville Stock outstanding, as estimated in the Form 8-K. As of December 10, 1998, the Reporting Persons as a group beneficially owned 13.6% of the Bonneville Stock outstanding. As of such date, the BPIRP Group, consisting of the Reporting Persons and the Halcyon Companies, beneficially owned an aggregate of 16.8% of the Bonneville Stock outstanding. The following chart sets forth, as of December 10, 1998, the percentage of the Bonneville Stock outstanding that may be deemed to be beneficially owned by each of the Reporting Persons (see Item 4(a), above): Reporting Person Percentage Dittmer 12.6 Klepetko 9.5 Salvagno 9.3 BPIRP 3.0 Campus 3.0 Angic 9.1 FPI 9.4 FCGP 9.4 Tinucci 0.2 Wagda 0.1 (c) Number of shares as to which such person has: (i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE The Reporting Persons, as a group, have sole voting power with respect to the Bonneville Stock beneficially owned by the Reporting Persons; however, voting power with respect to the majority of such shares is shared among certain members of the BPIRP Group. The following table sets forth the number of shares as to which each Reporting Person has the sole power to vote or direct the vote: Reporting Person Number of Shares Dittmer 14,118 Klepetko 35,000 Salvagno 19,954 BPIRP 0 Campus 0 Angic 0 FPI 0 FCGP 0 Tinucci 11,098 Wagda 8,324 Page 15 of 20 Pages (ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE The following table sets forth the number of shares of Bonneville Stock as to which each Reporting Person has the shared power to vote or direct the vote: Reporting Person Number of Shares Dittmer 897,343 Klepetko 655,892 Salvagno 655,892 BPIRP 215,182 Campus 215,182 Angic 655,892 FPI 680,892 FCGP 680,892 Tinucci 0 Wagda 0 BPIRP, Campus and Dittmer share voting power with respect to the 215,182 shares held by BPIRP. Angic, FPI, FCGP, Dittmer, Klepetko and Salvagno share voting power with respect to the 655,892 shares held by Angic. FPI, FCGP and Dittmer also share voting power with respect to the 25,000 shares held by FPI. See Item 4(a) above. Dittmer also may be deemed to share voting power with Judith K. Dittmer, his spouse, with respect to 1,269 shares issued or to be issued to an individual retirement account for the benefit of Mrs. Dittmer pursuant to the Plan. (iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF The Reporting Persons, as a group, have sole disposition power with respect to the Bonneville Stock beneficially owned by the Reporting Persons; however, disposition power with respect to the majority of such shares is shared among certain members of the BPIRP Group. The following table sets forth the number of shares which each Reporting Person has the sole power to dispose or direct the disposition of: Reporting Person Number of Shares Dittmer 14,118 Klepetko 35,000 Salvagno 19,954 BPIRP 0 Campus 0 Angic 0 FPI 0 FCGP 0 Tinucci 11,098 Wagda 8,324 Page 16 of 20 Pages (iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF The following table sets forth the number of shares on Bonneville Stock which each Reporting Person has shared power to dispose or to direct the disposition of: Reporting Person Number of Shares Dittmer 897,343 Klepetko 655,892 Salvagno 655,892 BPIRP 215,182 Campus 215,182 Angic 655,892 FPI 680,892 FCGP 680,892 Tinucci 0 Wagda 0 BPIRP, Campus and Dittmer share dispositive power with respect to the 215,182 shares held by BPIRP. Angic, FPI, FCGP, Dittmer, Klepetko and Salvagno share dispositive power with respect to the 655,892 shares held by Angic. FPI, FCGP and Dittmer also share dispositive power with respect to the 25,000 shares held by FPI. See Item 4(a) above. Dittmer also may be deemed to share dispositive power with Judith K. Dittmer, his spouse, with respect to 1,269 shares issued or to be issued to an individual retirement account for the benefit of Mrs. Dittmer pursuant to the Plan. 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 of securities, check the following [ ]. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON Not applicable. 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. Page 17 of 20 Pages ITEM 10. CERTIFICATIONS By signing below each of the undersigned certifies that, to the best of his or its knowledge and belief, the securities referred to above 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. SIGNATURES After reasonable inquiry and to the best of each of the undersigned's respective knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: December 11, 1998 /s/ Harold E. Dittmer Harold E. Dittmer /s/ Frank A. Klepetko Frank A. Klepetko /s/ Kenneth B. Salvagno Kenneth B. Salvagno BP Investment Recovery Partners, L.P., a California limited partnership By: Campus Financial Corporation, its General Partner By: /s/ Harold E. Dittmer Name: Harold E. Dittmer Title: President Page 18 of 20 Pages Campus Financial Corporation, a California corporation By: /s/ Harold E. Dittmer Name: Harold E. Dittmer Title: President ANGIC, LLC, a Nevada limited liability company By: Fresno Power Investors L.P., Member By: FCGP, Inc., its General Partner By: /s/ Harold E. Dittmer Name: Harold E. Dittmer Title: President Fresno Power Investors L.P. a California limited partnership By: FCGP, Inc., its General Partner By: /s/ Harold E. Dittmer Name: Harold E. Dittmer Title: President FCGP, Inc., a California corporation By: /s/ Harold E. Dittmer Name: Harold E. Dittmer Title: President Page 19 of 20 Pages /s/ Thomas A. Tinucci Thomas A. Tinucci /s/ Joseph A. Wagda Joseph A. Wagda Page 20 of 20 Pages -----END PRIVACY-ENHANCED MESSAGE-----