-----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, Rrj7+i5kTxiHA4LIeUQxeJrPfAP+KkNlrDFd0Be3nGc1o5sElNYY9bWjJlr5mEZF dGJenCF13Uy359j8DzpOUw== 0001016193-96-000077.txt : 19960923 0001016193-96-000077.hdr.sgml : 19960923 ACCESSION NUMBER: 0001016193-96-000077 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960916 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 19960920 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: 1934 Act SEC FILE NUMBER: 000-14846 FILM NUMBER: 96632401 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 16, 1996 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, 1996 to August 31, 1996, 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 16, 1996 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 16, 1996 INDEX TO EXHIBITS Exhibit Page No. 28.1 Monthly Financial Report - Chapter 11, for the period August 1, 1996 to August 31, 1996, of the Registrant, dated September 16, 1996 as filed by the Registrant with the United States Bankruptcy Court for the District of Utah, Central Division on September 16, 1996. . . . . .5 MONTHLY FINANCIAL REPORT CHAPTER 11 DEBTOR: BONNEVILLE PACIFIC CORPORATION CASE NO. 91A-27701 For Period August 1 to August 31 , 1996 Accounting Method Used: x Accrual Basis Cash Basis COVER SHEET THIS REPORT IS DUE 15 DAYS AFTER THE END OF THE MONTH. Mark One Box For Each The debtor must attach each of the following reports Required Report/Document /documents unless the U.S. Trustee has waived the requirement in writing. 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 16, 1996 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 16th day of September 1996. --------------------------------------- Roger G. Segal, Chapter 11 Trustee DEBTOR: BONNEVILLE PACIFIC CORPORATION Bankruptcy No. 91A-27701 Narrative For the Month Ended August 31, 1996 - ---------------------------------------------------------------------------- Bonneville Pacific Corporation (the "Company" or "Bonneville") has continued to conduct its normal business activities during the month of August 1996 (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 1996 (other than administrative matters, including professional fee applications) in accordance with various provisions of the Bankruptcy Code are as follows: 1. The Segal v. Portland General, et al. action pending in the United States District Court, Case No. 92-C-364-J (the "Litigation") has been discussed at length in the previous Monthly Financial Reports filed by the Trustee and in the Trustee's three (3) Annual Reports Concerning the Administration of the Estate. These Reports (which are on file with both the Bankruptcy Court and the Securities & Exchange Commission) must be reviewed for an understanding of the history and nature of the Litigation, including previous settlements reached by the Trustee. The $65,000,000.00 Deloitte settlement was approved by the Bankruptcy Court and the litigation by the Trustee against Deloitte was dismissed by theDistrict Court; however, two appeals to the United States District Court for the District of Utah were filed concerning the Bankruptcy Court's Order approving the Deloitte settlement. As a result of the appeals, Deloitte & Touche was required, pursuant to the terms of theSettlement Agreement, as approved by the Bankruptcy Court, to pay the $65,000,000.00 into an interest-bearing escrow account; Deloitte & Touche did, on June 21, 1996, pay the $65,000,000.00 into an escrow account created for the settlement. All parties to the appeals fully briefed the issues on appeal. The Trustee also filed a Motion to Consolidate the Appeals and at a hearing held on July 22, 1996 the Court, in the absence of an objection, granted the Motion to Consolidate. At a hearing held on July 26, 1996, on the merits of the appeal, all parties to the appeals presented a Stipulated Order which affirmed the Bankruptcy Court's order approving the settlement and resolved the appeals in the Trustee's favor; the District Court on July 26, 1996 entered its Order Affirming the Bankruptcy Court Order Approving the Deloitte & Touche Settlement. The $65,000,000.00, plus accrued interest, was paid from the escrow account to the Company on September 5, 1996 at which time $21,450,000.00 in attorney fees, previously approved by the United States Bankruptcy Court (order dated July 23, 1996), was paid to Beus, Gilbert & Morrill. On August 8, 1996, the Trustee entered into a comprehensive settlement agreement with defendants Fraser & Beatty and J. Michael Bradley. The settlement2 provided for payment to Bonneville Pacific Corporation of Ten Million ($10,000,000.00) U.S. Dollars during the month of September 1996 in exchange for a complete release of any and all claims which the Trustee or the estate has against Fraser & Beatty, J. Michael Bradley and related parties. The settlement was conditioned upon approval by the United States District Court and the United States Bankruptcy Court. The motion to the Bankruptcy Court for approval of the settlement was heard as scheduled on September 3, 1996, at which hearing the Bankruptcy Court approved the settlement. The United States District Court, based upon the Stipulated Motion for Final Judgment and Order of Dismissal of the Parties, on September 4, 1996, signed the Judgment and Order of Dismissal of Fraser & Beatty and J. Michael Bradley from the Litigation. The $10,000,000.00 settlement was paid to the Company on September 9, 1996. On August 12, 1996, the Trustee entered into a comprehensive settlement agreement with Piper Jaffray Inc. The settlement2 provided for payment to Bonneville Pacific Corporation of Seven Million ($7,000,000.00) dollars during the month of September 1996 in exchange for a complete release of any and all claims which the Trustee or the estate has against Piper Jaffray Inc. and related parties. The settlement also provides for payment by Piper Jaffray Inc. of another $1,500,000.00 to the Company on September 9, 1997 and an additional $1,500,000.00 to the Company on September 9, 1998. The settlement was conditioned upon approval by the United States District Court and the United States Bankruptcy Court. The motion to the Bankruptcy Court for approval of the settlement was heard by the Bankruptcy Court as scheduled on September 9, 1996, at which hearing the Bankruptcy Court approved the motion. The United States District Court, based upon the stipulated motion of the parties, on September 10, 1996, signed the Final Judgment and Order of Dismissal of Piper Jaffray from the Litigation. The Trustee expects that the initial $7,000,000.00 settlement payment will be paid to the Company sometime in September 1996. On August 22, 1996 the Trustee entered into a comprehensive verbal settlement agreement with Portland General Corporation ("PGC"), its wholly owned subsidiary Portland General Holding Inc. ("PGHI") and certain past and present officers of PGC or PGHI (collectively such entities and persons are referred to as "Portland"). Pursuant to the settlement, which was documented by formal settlement agreement2 dated September 9, 1996, Portland will release any and all claims against Bonneville, its estate and related entities and individuals except that PGHI will retain ownership of 2,000,000 shares of common stock of Bonneville. PGHI will surrender ownership of approximately 7,842,000 shares of common stock of Bonneville and Portland will withdraw with prejudice its filed claim (in the amount of $230,369,276.00) against Bonneville and will dismiss its counterclaim against Bonneville and its estate now pending in the Litigation. In exchange Portland will receive a release from Bonneville and its estate of all claims and causes of action, including those asserted in the Litigation. The settlement, if approved, is intended to resolve any and all claims and/or rights and interest of the parties against one another and related entities and individuals except for such restricted rights as PGHI will have as the owner of 2,000,000 shares of common stock of Bonneville, and will result in Thirty Million Six Hundred Twenty Thousand Five Hundred Forty Dollars ($30,620,540.00) of liabilities now reflected on Bonneville's Balance Sheet being removed therefrom as well as a reduction of approximately Two Hundred Million Dollars ($200,000,00.00) from the amount of unbooked liabilities reflected in note 6 to the Balance Sheet. The settlement is conditioned upon approval by the United States District Court and the United States Bankruptcy Court. The Trustee has filed a Motion for Approval of the Settlement Agreement with the United States Bankruptcy Court and a hearing on the motion has been scheduled for October 7, 1996. All litigation settlement recoveries actually received by the Company on or after June 1, 1996 are subject to a contingency fee in favor of the law firm of Beus, Gilbert & Morrill, special litigation counsel for the Trustee. The "Legal Representation Agreement" between the Trustee and Beus, Gilbert & Morrill, which agreement sets forth the terms of the contingent fee arrangement, was approved by the Bankruptcy Court in 1992. Pursuant to the contingent fee agreement, Beus, Gilbert & Morrill would, after subtracting for litigation costs, be paid forty percent (40%) of any settlement or litigation recoveries received after trial commences, thirty-three percent (33%) of any settlement sums received after the litigation is filed but before trial commences, or, as the case may be, twenty percent (20%) of the settlement sum received if the settlement occurs before litigation is commenced ( in all instances less amounts paid to the Trustee's General Counsel, Cohne, Rappaport & Segal, P.C., for fees related to the Litigation). Any fees or costs to be paid to Beus, Gilbert & Morrill must first be allowed (approved) by the Bankruptcy Court upon application after notice and hearing. Beus, Gilbert & Morrill, on July 2, 1996, filed its Fourth Application for Allowance of Interim Fees seeking allowance of $34,583,542.92 of which $13,133,542.92 (based upon settlement recoveries received by the Company on or before May 31, 1996) would be payable immediately upon approval and the remaining $21,450,000.00 would be paid after approval when the estate receives the Deloitte & Touche settlement funds from the escrow. At a hearing held on July 23, 1996 the Bankruptcy Court approved Beus, Gilbert & Morrill's Fourth Application for Allowance of Interim Fees. The $13,133,542.92 was paid to Beus, Gilbert & Morrill on July 27, 1996 and the $21,450,000.00 was paid to Beus, Gilbert & Morrill on September 5, 1996 from the Deloitte & Touche settlement proceeds. The remaining defendants in the Litigation are Kidder Peabody and Westinghouse Electric Corporation. On March 31, 1996, the Trustee filed with the Court a revised damage calculation pursuant to which the bankruptcy estate continued to assert damage claims against the remaining defendants totaling several hundred million dollars. The remaining defendants adamantly disputed the Trustee's damage claims and the defendants filed motions to strike the revised damage calculation. At various pretrial hearings beginning on July 30, 1996 and continuing on various days therafter, the Court struck some of the Trustee's remaining causes of action against the remaining defendants and substantially reduced the amount of possible damages recoverable from that sought by the Trustee in his March 31, 1996 revised damage calculation. The Court indicated that the case against Kidder Peabody would proceed first and confirmed the October 1, 1996 trial date. The Trustee continues to believe that the remaining defendants, to the extent they do not settle, will have to defend the litigation on the merits. As with any litigation, the ultimate net return to the estate from the remaining defendants is uncertain. It is estimated that the Litigation, taking into account appeals, may take years to fully resolve. 2. On June 28, 1996 Deedee Corradini and Yan Ross made their last $50,000.00 settlement payment and on August 1, 1996 they caused to be transferred to the Trustee shares of Fiscorp stock representing the one-third interest to which the Trustee is entitled pursuant to the Court approved August 17, 1993 Settlement Agreement with the Trustee. The value of the shares is undetermined as Fiscorp is in the process of being liquidated. 3. On July 17, 1996 the Trustee entered into a comprehensive settlement agreement with National Union Fire Insurance Company of Pittsburgh, Pennsylvania ("National Union") and Mark E. Rinehart wherein the Company would waive all claims against National Union and Rinehart (and vice-versa) in exchange for a payment of $400,000.00 by National Union to the Company. The settlement agreement itself must be read in its entirety for all terms and conditions. The agreement was conditioned upon approval by the United States Bankruptcy Court. The hearing on the Trustee's motion to approve the settlement was heard as scheduled on August 20, 1996 at which hearing the Court approved the motion. The settlement payment of $400,000.00 was paid to the Company on September 6, 1996. In addition to the above described litigation matters, the Company continues in its business operations. Significant actions and events during August 1996 related to business matters are as follows: 1. The Trustee and his counsel continue to monitor the Company's 50% general partnership interest in NCA #1 owned through the Company's wholly owned subsidiary, Bonneville Nevada Corporation. NCA #1 is a Nevada general partnership that owns an 85-megawatt cogeneration project located near Las Vegas, Nevada. As previously reported, Nevada Power Company ("NPC") curtailed its purchases of electrical power from NCA #1 during significant portions of 1994 and 1995. The curtailments have continued during 1996. As previously reported, NCA #1 together with NCA #2 (a related power project in which the Company does not have any ownership interest) filed a Demand for Arbitration and Statement of Claims with the Las Vegas office of the American Arbitration Association ("AAA") seeking redress of the NPC curtailments during 1994-1995. NPC filed a petition with the Eighth Judicial District Court for Clark County Nevada seeking to enjoin the arbitration. This petition was denied both upon initial consideration and upon a Motion or Reconsideration. The Arbitration proceeded and has now been concluded. NPC filed an appeal with the Nevada Supreme Court relative to its Motion to Enjoin Arbitration. In response, NCA #1 and NCA #2 filed its Answering Brief with the Supreme Court on August 9, 1996. Oral arguments on the appeal are expected to be heard in the Spring of 1997. Since January 1, 1996, curtailments of NCA #1 have continued but at a dramatically lower level than during the same period in 1995. No NPC curtailments occurred during the reporting period. There is no assurance that this trend will continue. It is NCA #1's position that the curtailments are in possible violation of applicable curtailment protocols and possible breach of NCA #1's Power Purchase Contract with NPC. The Trustee will continue to monitor this situation. On June 7, 1995, NPC filed a petition with the Public Service Commission of Nevada ("PSCN") seeking to ratify its prior curtailment practices. NCA #1 filed an objection to this petition and the First Judicial District Court of the State of Nevada stayed further action on the petition pending resolution of collateral matters. No further action took place relative this matter during the reporting period. Analysis of Claims and Possible Distributions. Claims against the Bonneville Pacific bankruptcy estate total several hundred million dollars; this number will be reduced by approximately Two Hundred Million Dollars ($200,000,000.00) of unbooked liabilities if the respective Courts approve the Trustee's settlement with Portland (as discussed in this narrative). The exact amount of such claims (which include unfiled claims relating to the sale of the Company's stock and bonds for which a December 16, 1996 bar date has now been established) and the distribution priority for such claims are still being researched, investigated, litigated or negotiated by the Trustee and other parties in interest. On August 20, 1996 the Trustee filed a Motion for Establishment of a Supplementary Claims Bar Date seeking to set December 16, 1996 as the supplementary claims bar date by which all creditors of Bonneville who had not previously been adequately notified to file claims must complete and file a proof of claim with the Clerk of the Bankruptcy Court. The Trustee believes that most of the new claims which may be filed would relate to possible claims against Bonneville arising out of the purchase or sale of its securities. The Motion also sought approval of a form of notice to be sent to potential creditors, approval of a form proof of claim, approval of a procedure to identify potential claimants and a procedure for notice by publication. A hearing on the Motion was scheduled before the Bankruptcy Court on September 10, 1996. No objections to the Motion were filed and at the hearing the Court granted the Motion and signed an order establishing the supplementary claims bar deadline. Consequently, the Trustee is proceeding with the action authorized by the order granting the Motion. At this time it is not known whether interest will ever be paid on any allowed unsecured claim because (a) it is not at all clear that the estate will possess sufficient funds to pay interest on any particular class of claims, and (b) the law concerning payment of interest to any particular class of claims is not clear and therefore even if sufficient funds did exist, the issue of payment of interest to any particular class of claims would have to be either consensually resolved in a plan of reorganization or would have to be adjudicated by a court of competent jurisdiction. No plan of reorganization negotiations which include the Trustee are now being conducted. However, in light of the settlements to date reached in the Litigation (and if the Portland Settlement is approved and implemented), the Company is now in the position to have all claims filed and to begin the process of formulating and proposing a plan of reorganization. Plan negotiations with creditors may not begin for several weeks and it will be several months, if not substantially more, before any creditor with an allowed claim can anticipate receiving any distribution from the estate. For a discussion of some of the claims against the estate, see Section VIII of the Trustee's Third Annual Report for the period from July 1, 1994 through June 30, 1995. As indicated therein, claims of the bondholders may be subordinate in payment priority to the claims of banks and those creditors similarly situated. For additional discussion concerning claims against the estate also see the damage calculation filed by the Trustee with the District Court on March 31, 1996 in the Segal v. Portland General, et al. Litigation. The Trustee has employed the law firm of Weil, Gotshall & Manges, L.L.P., with its principal office in New York City, as Special Plan Counsel. The purpose of the employment includes, but is not limited to, assisting the Trustee and the Trustee's General Counsel concerning a plan of reorganization and issues relating thereto, including, in some instances, dealing with claims against the estate and tax issues. DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Cash Receipts and Disbursements Statement For Period August 1 - August 31, 1996 CASH RECONCILIATION 1. Beginning Cash Balance: $55,258,118.77 2. Cash Receipts: (See Page 2 of 2) 330,417.50 3. Cash Disbursements: (See Page 2 of 2) (1,092,955.09) 4. Net Cash Flow: (762,537.59) 5. Ending Cash Balance: (to Form 2-C) $54,495,581.18 CASH ACCOUNT SUMMARY - ENDING BALANCES ACCOUNT AMOUNT FINANCIAL INSTITUTION PAYROLL ACCOUNT $1,116.27 FIRST SECURITY BANK OF UT PAYROLL TAX ACCOUNT 365.87 KEY BANK OF UTAH GENERAL CORP CASH 377,780.56 KEY BANK OF UTAH CHPTR 11 TRUSTEE JOINT ACCT 769,850.68 (A) KEY BANK OF UTAH CHPTR 11 TRUSTEE - CD ACCT 10,701,362.96 (A) US BANK CHPTR 11 TRUSTEE - JNT CD 5,208,408.50 (A) KEY BANK OF UTAH CHPTR 11 TRUSTEE JOINT ACCT 5,063,845.14 (A) BANK ONE CHPTR 11 TRUSTEE JT SAVINGS 42,203.92 (A) BANK ONE UNITED STATES TREASURY BONDS 32,148,214.26 (A) BANK ONE PROCEEDS FROM ASSET SALES 3,936.57 (A) KEY BANK OF UTAH NCA 1 SALES TAX ESCROW 25,952.00* (B) ABN AMRO BANK OF N.Y. KYOCERA MAINTENANCE RESERVE 152,544.45 KEY BANK OF UTAH $54,495,581.18 * RESTRICTED CASH $25,952.00 (A) Accounts requiring signatures of both the US Trustee and Chapter 11 Trustee for disbursements. (B) Funds on deposit in the NCA 1 Sales Tax Escrow account are pledged as collateral to the State of Nevada. Monthly, an amount of approximately $26,000 is released and transferred to the Chapter 11 Trustee Joint Account. It is expected that the final payment will be made in the current month and the account will be closed. 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, 1996 CASH RECEIPTS JOURNALS BANK ACCOUNT TOTAL PAGE REF PAYROLL ACCOUNT $21,187.16 A PAYROLL TAX ACCOUNT 9,429.20 B GENERAL CORP CASH 256,520.34 C CHPTR 11 TRUSTEE JOINT ACCT 30,008.53 E CHPTR 11 TRUSTEE - CD ACCT 0.00 N/A CHPTR 11 TRUSTEE - JNT CD 65,928.33 F CHPTR 11 TRUSTEE JOINT ACCT 0.00 N/A CHPTR 11 TRUSTEE JT SAVINGS 4,374.14 G UNITED STATES TREASURY BONDS 0.00 N/A PROCEEDS FROM ASSET SALES 10.49 H NCA 1 SALES TAX ESCROW 245.08 I KYOCERA MAINTENANCE RESERVE 11,720.67 J LESS: ACCOUNT TRANSFERS 399,423.94 (69,006.44) TOTAL CASH RECEIPTS $330,417.50 CASH DISBURSEMENTS JOURNALS BANK ACCOUNT TOTAL PAGE REF PAYROLL ACCOUNT $21,218.74 A PAYROLL TAX ACCOUNT 9,434.06 B GENERAL CORP CASH 1,104,069.75 D CHPTR 11 TRUSTEE JOINT ACCT 43.90 E CHPTR 11 TRUSTEE - CD ACCT 0.00 N/A CHPTR 11 TRUSTEE - JNT CD 0.00 F CHPTR 11 TRUSTEE JOINT ACCT 0.00 N/A CHPTR 11 TRUSTEE JT SAVINGS 0.00 G UNITED STATES TREASURY BONDS 0.00 N/A PROCEEDS FROM ASSET SALES 0.00 H NCA 1 SALES TAX ESCROW 27,195.08 I KYOCERA MAINTENANCE RESERVE 0.00 J 1,161,961.53 LESS: ACCOUNT TRANSFERS (69,006.44) TOTAL CASH DISBURSEMENTS $1,092,955.09 FORM 2-B Page 2 of 2 DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Payroll Account For Period August 1 - August 31, 1996 CASH RECEIPTS JOURNAL DATE DOC # PAYOR AMOUNT DESCRIPTION 8/13/96 CK# 5803 BPC - GENERAL $10,392.66 PAYROLL TRANSFER 8/28/96 CK# 5825 BPC - GENERAL 10,794.50 PAYROLL TRANSFER TOTAL CASH RECEIPTS $21,187.16 CASH DISBURSEMENTS JOURNAL DATE DOC # PAYEE AMOUNT DESCRIPTION 8/15/96 PAYROLL SUMMARY $10,392.66 8/31/96 PAYROLL SUMMARY 10,794.50 8/31/96 BNK STMT 1stSECURITY BANK/UT 31.58 SERVICE CHARGE TOTAL CASH DISBURSEMENTS $21,218.74 A DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Payroll Tax Account For Period August 1 - August 31, 1996 CASH RECEIPTS JOURNAL DATE DOC # PAYOR AMOUNT DESCRIPTION 8/13/96 CK# 5804 BPC - GENERAL $4,597.25 PR TAX TRANSFER 8/28/96 CK# 5826 BPC - GENERAL 4,831.95 PR TAX TRANSFER TOTAL CASH RECEIPTS $9,429.20 CASH DISBURSEMENTS JOURNAL DATE DOC # PAYEE AMOUNT DESCRIPTION 8/13/96 CK# 1202 KEY BANK OF UTAH $3,816.02 FEDERAL TAX DEPOSIT 8/28/96 CK# 1203 KEY BANK OF UTAH 4,011.96 FEDERAL TAX DEPOSIT 8/28/96 CK# 1204 UTAH STATE TAXCOMM. 1,601.22 STATE INCOME TAX 8/31/96 BNK STMT KEY BANK OF UTAH 4.86 SERVICE CHARGE TOTAL CASH DISBURSEMENTS $9,434.06 B DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 General Corp Cash For Period August 1 - August 31, 1996 CASH RECEIPTS JOURNAL DATE DOC # PAYEE AMOUNT DESCRIPTION 8/07/96 DS080796 US BANK $131,956.99 INTEREST INCOME 8/07/96 DS080796 C. CAMOZZI 236.00 INSURANCE REIMBURSEMENT 8/07/96 DS080796 D. GARDINER 240.00 INSURANCE REIMBURSEMENT 8/07/96 DS080796 WORKERS COMP.UTAH 91.42 INSURANCE REIMBURSEMENT 8/19/96 DS081996 SAN DIEGO GAS/ELECT. 2,649.85 ENERGY REV-KYOCERA 8/30/96 DS083096 MASTER LEASE 2,533.98 DEPOSIT REFUND 8/30/96 DS083096 C. CAMOZZI 236.00 INSURANCE REIMBURSEMENT 8/30/96 DS083096 KYOCERA AMERICA 114,283.53 ENERGY REV-KYOCERA 8/30/96 DS083096 D. GARDINER 240.00 INSURANCE REIMBURSEMENT 8/30/96 DS083096 LEWIS & ROCA 947.85 EXPENSE REIMBURSEMENT 8/31/96 BNK STMT KEY BANK OF UTAH 3,104.72 INTEREST INCOME TOTAL CASH RECEIPTS $256,520.34 C DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 General Corp Cash For Period August 1 - August 31, 1996 CASH DISBURSEMENTS JOURNAL DATE CHECK # PAYEE AMOUNT DESCRIPTION 8/1/96 1005788 VOID VOID 8/1/96 1005789 VOID VOID 8/1/96 1005790 CYMA HELP! 270.00 OFFICE SUPPLIES & EXPENSE 8/1/96 1005791 50 WEST BROADWAY ASSOC INC 12,513.00 RENT-OFFICE SPACE & PARKING 8/1/96 1005792 AIRBORNE EXPRESS 9.50 EXPRESS MAIL EXPENSE 8/1/96 1005793 AUTOMATED OFFICE SYSTEMS INC. 310.95 OFFICE SUPPLIES & EXPENSE 8/1/96 1005794 BENEFICIAL LIFE INSURANCE 682.32 INSURANCE-LIFE 8/1/96 1005795 BPC-KYOCERA MAINT RESERVE 11,195.00 TRANSFER-MAINT RESERVE 8/1/96 1005796 GEM INSURANCE CO 3,328.00 INSURANCE-HEALTH 8/1/96 1005797 MOUNT OLYMPUS WATER 23.14 OFFICE SUPPLIES & EXPENSE 8/1/96 1005798 CLARK MOWER 430.78 TRAVEL REIMBURSEMENT 8/1/96 1005799 REDMAN VAN & STORAGE CO INC. 84.87 RENT-STORAGE 8/1/96 1005800 WESTERN TRAVEL INC. 746.50 TRAVEL EXPENSE 8/7/96 1005801 COHNE RAPPAPORT & SEGAL PC 244,610.26 PROFESSIONAL FEES & COSTS 8/7/96 1005802 ROGER G. SEGAL (TRUSTEE) 74,868.10 TRUSTEE FEES & COSTS 8/13/96 1005803 BONNEVILLE PACIFIC/PAYROLL 10,392.66 TRANSFER-PAYROLL ACCT 8/13/96 1005804 BPC PAYROLL TAX ACCOUNT 4,597.25 TRANSFER-PAYROLL TAX ACCT 8/13/96 1005805 WELLS FARGO BANK 783.30 401K CONTRIBUTIONS 8/13/96 1005806 CALIFORNIA FRANCHISE TAX BOARD 12,500.00 STATE INCOME TAX (EST.) 8/13/96 1005807 KEY BANK 615,000.00 FEDERAL INCOME TAX (EST.) 8/13/96 1005808 UTAH STATE TAX COMMISSION 72,000.00 STATE INCOME TAX (EST.) 8/13/96 1005809 CALIFORNIA FRANCHISE TAX BOARD 800.00 STATE INCOME TAX (EST.) 8/16/96 1005810 APPLE SPICE JUNCTION 26.24 LUNCHEON MEETING 8/16/96 1005811 A T & T 956.40 TELEPHONE EXPENSE 8/16/96 1005812 AUTOMATED OFFICE SYSTEMS INC 39.80 OFFICE SUPPLIES & EXPENSE 8/16/96 1005813 BONNEVILLE PACIFIC SERVICE 69.30 O&M EXPENSE-KYOCERA 8/16/96 1005814 FIRST INTERSTATE BANK OF CA 1,275.94 401K TRUST FEES 8/16/96 1005815 GENERATOR POWER SYSTEMS INC 16,120.04 O&M EXPENSE-KYOCERA 8/16/96 1005816 MOUNT OLYMPUS WATER 27.96 OFFICE SUPPLIES & EXPENSE 8/16/96 1005817 MOUNTAIN STATES OFF PRODCT 82.78 OFFICE SUPPLIES & EXPENSE 8/16/96 1005818 PITNEY BOWES INC 160.78 OFFICE SUPPLIES & EXPENSE 8/16/96 1005819 THE PRUDENTIAL 980.76 INSURANCE-DISABILITY 8/16/96 1005820 PROTEL 62.61 OFFICE SUPPLIES & EXPENSE 8/16/96 1005821 REDMAN VAN & STORAGE CO INC 680.93 RENT-STORAGE 8/16/96 1005822 SAN DIEGO GAS & ELECTRIC 101.26 O&M EXPENSE-KYOCERA 8/16/96 1005823 UNUM LIFE INS. CO OF AMERICA 1,562.96 INSURANCE-DISABILITY 8/16/96 1005824 XEROX CORPORATION 290.65 OFFICES SUPPLIES & EXPENSE 8/28/96 1005825 BONNEVILLE PACIFIC/PAYROLL 10,794.50 TRANSFER-PAYROLL ACCT 8/28/96 1005826 BPC PAYROLL TAX ACCOUNT 4,831.95 TRANSFER-PAYROLL TAX ACCT 8/28/96 1005827 WELLS FARGO BANK 788.67 401K CONTRIBUTIONS 8/31/96 BNK STMT KEY BANK 70.59 SERVICE CHARGE TOTAL CASH DISBURSEMENTS $1,104,069.75
D DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Chapter 11 Trustee Joint Account For Period August 1 - August 31, 1996 CASH RECEIPTS JOURNAL DATE DOC # PAYOR AMOUNT DESCRIPTION 8/19/96 GJ278 ABN AMRO $27,195.08 TRANSFER 8/31/96 BNK STMT KEY BANK OF UTAH 2,813.45 INTEREST INCOME TOTAL CASH RECEIPTS $30,008.53 CASH DISBURSEMENTS JOURNAL DATE DOC # PAYEE AMOUNT DESCRIPTION 8/31/96 BANK STMT KEY BANK OF UTAH $43.90 BANK SERVICE CHARGE E DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Chapter 11 Trustee - JOINT CD ACCOUNT For Period August 1 - August 31, 1996 CASH RECEIPTS JOURNAL DATE DOC # PAYOR AMOUNT DESCRIPTION 8/31/96 BNK STMT KEY BANK $65,928.33 INTEREST INCOME CASH DISBURSEMENTS JOURNAL DATE DOC # PAYEE AMOUNT DESCRIPTION NONE F DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Chapter 11 Trustee JT Savings For Period August 1 - August 31, 1996 CASH RECEIPTS JOURNAL DATE DOC # PAYOR AMOUNT DESCRIPTION 8/31/96 BNK STMT BANK ONE $4,374.14 INTEREST INCOME CASH DISBURSEMENTS JOURNAL DATE DOC # PAYEE AMOUNT DESCRIPTION NONE G DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Proceeds From Asset Sales For Period August 1 - August 31, 1996 CASH RECEIPTS JOURNAL DATE DOC # PAYOR AMOUNT DESCRIPTION 8/31/96 BNK STMT KEY BANK OF UTAH $10.49 INTEREST INCOME CASH DISBURSEMENTS JOURNAL DATE DOC # PAYEE AMOUNT DESCRIPTION NONE H DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 NCA 1 Sales Tax Escrow For Period August 1 - August 31, 1996 CASH RECEIPTS JOURNAL DATE DOC # PAYOR AMOUNT DESCRIPTION 8/31/96 BNK STMT KEY BANK OF UTAH $245.08 INTEREST INCOME CASH DISBURSEMENTS JOURNAL DATE DOC # PAYEE AMOUNT DESCRIPTION 8/19/96 GJ278 ABN AMRO $27,195.08 TRANSFER I DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Kyocera Maintenance Reserve For Period August 1 - August 31, 1996 CASH RECEIPTS JOURNAL DATE DOC # PAYOR AMOUNT DESCRIPTION 8/01/96 CK# 5795 BONNEVILLE PACIFIC CORP $11,195.00 TRANSFER 8/31/96 BNK STMT KEY BANK OF UTAH 525.67 INTEREST INCOME TOTAL CASH RECEIPTS $11,720.67 CASH DISBURSEMENTS JOURNAL DATE DOC # PAYEE AMOUNT DESCRIPTION NONE J DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Balance Sheet As of August 31, 1996 ASSETS Current Assets: Cash $ 54,495,581 Accounts receivable - trade 91,740 Accounts receivable - settlements (Note 7) 67,102,325 Accounts receivable - affiliates 297,938 Prepaid Insurance 68,782 Accrued interest receivable 682,852 Total current assets $122,739,218 Fixed Assets: Land 198,424 Equipment, furniture and fixtures 3,745,635 Total fixed assets 3,944,059 Less: Accumulated depreciation -2,937,990 Net fixed assets 1,006,069 Other Assets: Investment in and advances to subsidiaries and partnership 29,475,406 Other assets 63,649 Total other assets 29,539,055 TOTAL ASSETS $153,284,342 LIABILITIES Post-petition liabilities: Accounts payable - trade $ 77,673 Accounts payable - professional fees and costs (Note 7) 24,093,973 Accrued income taxes payable 1,032,360 Taxes payable 84,246 Accrued interest 57,233 Total post-petition liabilities $ 25,345,485 Pre-petition liabilities: Priority claims 61,186 Secured debt 2,664,535 Unsecured debt (Note 5) 131,840,639 Total pre-petition liabilities 134,566,360 TOTAL LIABILITIES 159,911,845 Commitments and Contingent Liabilities (Notes 3, 4 and 6) OWNERS' EQUITY Capital stock or owners' investment 213,752 Paid-in-capital 91,835,029 Treasury stock -2,308,255 Retained earnings: Pre-petition -56,551,908 Post-petition -39,816,121 TOTAL OWNERS' EQUITY -6,627,503 TOTAL LIABILITIES AND OWNERS' EQUITY $153,284,342 Form 2-C DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Profit and Loss Statement For Period August 1 - August 31, 1996 Gross operating revenue $ 182,886 Less discount, returns and allowances 0 Net operating revenue $ 182,886 Cost of goods sold -92,098- Gross profit 90,788 Operating expenses: Salaries and wages 31,364 Rent and leases 12,363 Payroll taxes 1,596 Insurance 8,962 Other 64,621 Total operating expenses -118,906 Operating income (loss) -28,118 Legal and professional fees and costs (Note 7) 841,297 Depreciation, depletion and amortization 1,203 Interest expense 27,722 Total -870,222 Net operating income (loss) -898,340 Non-operating income and (expenses): Interest income 655,731 Other income 737,979 Other income - settlements (Note 7) Equity in earnings (losses) of subsidiaries and partnerships (Note 2) 1,029,801 Net non-operating income or (expenses) 2,423,511 Net income (loss) before income taxes 1,525,171 Provision for income taxes (Note 8) 30,503 NET INCOME (LOSS) $1,494,668 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, 1996 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 bankruptcy accrued interest payable is recorded only on post petition debt and pre-petition secured debt to the extent that the underlying collateral equals or exceeds the outstanding principal plus the accrued interest payable. These financial statements are prepared in a format required by the U.S. Bankruptcy Code. While every effort is made to comply with generally accepted accounting principles (GAAP), these financial statements may not comply with GAAP in all respects. 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. The balance sheet does not reflect deeply subordinated claims totalling $14,945,000 which are claims resulting from court approved settlement agreements pursuant to which a creditor has agreed to subordinate its particular claim in payment priority to all other claims of any kind whatsoever including, but not limited to late filed claims, subordinated debenture holder claims, equity claims, claims of equity holder or subordinated debenture holders who had sold their stock or bonds, and claims which have been subordinated pursuant to 11 U.S.C. Section 510 (b). 4. The balance sheet does not reflect CIGNA's settled and allowed $10,000,000 subordinated claim which is on par with any allowed equity claims. Form 2-D Page 2 of 3 DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 General Notes to Financial Statements For Period August 1 to August 31, 1996 5. Included in recorded liabilities are liabilities of approximately $31,000,000 that are being disputed by the Trustee. In addition, numerous liabilities are being investigated by the Trustee for possible objection. 6. Total liabilities as shown in the accompanying balance sheet do not reflect certain liabilities and other claims, contingent or otherwise, that are the subject matter of filed or potentially filed claims. To date, claims and potential claims have been estimated to exceed $350,000,000. This amount includes claims under investigation, potential claims of limited partners, potential claims of equity holders, disputed claims, and accrued interest on certain claims. 7. Accounts Receivable Settlements represent only court approved settlements where all conditions precedent have occurred and the settlements were fully effective as of August 31, 1996 and are reflected on the August 31, 1996 Financial Statements. Settlements reached between the Trustee and any person or entity where all conditions for the settlement to become fully effective has not occurred as of August 31, 1996 are not reflected on the August 31, 1996 Financial Statements. Such settlements include those with: Fraser Beatty/Michael Bradley $10,000,000 Piper Jaffray Inc. $10,000,000 Contingent professional fees of up to approximately $6,600,000 relating to the two settlements have not been reflected on the financial statements (further information concerning the settlements is contained in the narrative, which is attached). 8. As of April 30, 1995, Bonneville and Subsidiaries had approximately $124,000,000 in federal net operating loss carryforwards and approximately $114,000,000 in alternative minimum tax loss carryforwards for Federal Income Tax purposes. Pursuant to current tax law, only 90 percent of current alternative minimum taxable income can be offset by alternative minimum tax loss carryforwards. The financial statements reflect the accrual of an estimated $1,730,000 alternative minimum tax liability resulting from operations and the receipt of proceeds from settlements. Form 2-D Page 3 of 3 BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Taxes Payable Schedule (Post-Petition) For Period August 1 to August 31, 1996
Beginning Payments Date Check Ending Balance Adjustments Additions Deposits Paid Numb. Balance Income tax withheld: Federal .............. $-0- $ $(4,637.08) $ 2,266.16 8/13/96 1202 2,370.92 8/28/96 1203 $-0- State ................ -0- (1,601.22) 1,601.22 8/28/96 1204 -0- FICA tax withheld ....... -0- (1,595.45) 774.93 8/13/96 1202 820.52 8/28/96 1203 -0- Employer's FICA tax ..... -0- (1,595.45) 667.45 8/13/96 1202 672.36 8/28/96 1203 -0- Unemployment tax: Federal .............. -0- -0- State ................ -0- -0- Sales, use & excise taxes -0- -0- Property taxes .......... ( 82,029.00) (2,217.00) (842469.00) Accrued income tax: Federal .............. ( 1,693,600.00) (30,503.00) 615,000.00 8/15/96 5807 (1,109,103.00) State ................ ( 8,557.00) 85,300.00 8/15/96 76,743.00 Delaware franchise tax .. -0- -0- Employee withholding ....-0- (1,573.97) 783.30 8/13/96 -0- 783.67 8/28/96 -0- TOTALS .................. $(1,784,386.00)$-0- $(43,721.17) $711,301.17 $(1,116,606.00)
9EBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Insurance Schedule For Period August 1 to August 31, 1996
Policy Amount of Expiration Premium Paid Carrier/Agent Coverage Date Thru Date Worker's Compensation Various State Funds Statutory $1,000,000 (A) 08/31/96 General Liability Travelers Insurance/ Sedgwick James 5,000,000 06/06/97 06/06/97 Vehicles Travelers Insurance/ [Hired/Non-owned] Sedgwick James 5,000,000 06/06/97 06/06/97 Property: Bonneville Pacific Federal Insurance Co./ Sedgwick James 735,000 08/17/96 08/17/97 Kyocera Federal/Hartford Steam/ Sedgwick James 5,352,879 08/17/96 08/17/97
(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. DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Accounts Receivable and Payable Aging For Period August 1 to August 31, 1996 Non-Affiliate Accounts Accounts Receivable Payable Under 30 days $67,193,468 $23,490,937 30 to 60 days 8 3,938 61 to 90 days 9 0 Over 90 days 579 676,771 Total post-petition 67,194,064 24,171,646 Pre-petition amounts 0 3,994,994 Total accounts receivable $67,194,064 Total accounts payable $28,166,640 Affiliate Accounts Receivable Under 30 days $ 8,042 30 to 60 days 10,454 61 to 90 days 48,364 Over 90 days 231,078 Total post-petition affiliate accounts receivable $ 297,938 (*) Accounts payable over 90 days past due primarily represents professional fees incurred prior to the Trustee's appointment currently being considered by the court for payment. 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, 1996 Date of Court Estimated Amount Paid Approval Balance Due Debtor's Counsel $0 $100,000 Counsel for Unsecured Creditors' Committee 0 139,487 Court Appointed Trustee 0 121,974 ** Trustee's Counsel 0 431,750 ** Trustee's Accountants 0 152,617 Special Litigation Counsel for Trustee - Costs 0 511,734 Trustee - Fees 0 22,456,179*** Buccino and Associates 0 132,853 Financial Advisors for Unsecured Creditors Committee 0 290,223 Creditor's Committee 0 9,634 Total $0 $24,093,973 * Settlement amounts under advisement by the Court. ** Includes only hourly rate and miscellaneous Trustee costs. Does not include any additional amounts that may be awarded by the court relating to 11 USC Section 326 or as an enhanced fee to either the Trustee or the Trustee's general counsel. *** Includes an accrual for any contingent fees due as a result of court approved settlements or recoveries. Estimated contingent fees will be accrued when settlements are approved by the court and the accrual will be revised when fee applications are filed with the Bankruptcy Court. Further information concerning settlements is contained in the narrative which is attached. 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, 1996 Payee Name Position Nature of Payment Amount Ralph F Cox Director Director fees -0- Calvin L Rampton Director Director fees -0- Clark M Mower President Salary 12,014.60 Expense Reimbursement 430.78 Form 2-E Page 5 of 5 DEBTOR: BONNEVILLE PACIFIC CORPORATION Case No. 91A-27701 Quarterly Fee Summary (1) Month Ended August 31, 1996 Cash Quarterly Payment Disbursement Fee Due Check No. Date January $1,328,436.60 February 250,804.29 March 2,301,171.04 Total 1st Quarter 3,880,411.93 $5,000.00 1005634 4/23/96 April 262,428.76 May 113,914.30 June 793,980.15 Total 2nd Quarter 1,170,323.21 3,750.00 1005783 7/25/96 July 14,435,215.07 August 1,092,955.09 September Total 3rd Quarter 15,528,170.16 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-----