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Kaiser trashymail. Schwab mailinator. Schmitt mailinator. Management of the Reorganized Debtor. Initial Issuance of Stock To Creditors. Resales or Transfers of Plan Securities. Securities Registration, Quotation and Listing. Registration and Reporting. Holders of Allowed Claims in Classes 1 through 4 and Class 8. Holders of Allowed Claims in Classes 5 and 6. Holders of Allowed Claims in Class 7.

Holders of Allowed Claims in Class 9. Holders of Allowed Cigna Claim in Class Holders of Equity Interests in Class Treatment of Interest. Disputed Claims Reserve. Backup Withholding. Consequences to Debtor. Utilization of Built-In Losses.

Consolidated Return Items. Ballots and Voting Deadlines. Parties in Interest Entitled to Vote. Vote Required For Class Acceptance. Confirmation Hearing. Requirements for Confirmation of the Plan. Unsecured Claims. Effect of Confirmation Order. Segal the "Trustee" , the duly appointed, qualified and acting trustee of the Chapter 11 bankruptcy estate of Bonneville Pacific Corporation "Bonneville" or the "Debtor" submits this Disclosure Statement pursuant to Section of the United States Bankruptcy Code to creditors of Bonneville collectively sometimes referred to as the "Creditors" or "Claimants" and to the owners of equity securities of Bonneville sometimes collectively referred to as "Interestholders" or "Stockholders" or "Equity Interest Holders" in connection with i solicitation of acceptances or rejections from Claimants of the Plan of Reorganization proposed by the Trustee dated April 22, , as amended the "Plan" , filed with the United States Bankruptcy Court for the District of Utah the "Bankruptcy Court" , the Honorable John H.

Allen, United States Bankruptcy Judge, presiding, and ii the hearing on the Confirmation of the Plan currently scheduled for August 26, at o'clock a. Unless otherwise defined herein, all capitalized terms contained in this Disclosure Statement shall have the meanings ascribed to them in the Plan. The Bankruptcy Court sagaciously ordered the appointment of an independent trustee for Bonneville approximately six 6 months after Bonneville originally filed its December 5, bankruptcy petition.

Segal to serve as the independent trustee for the Debtor, and at all times thereafter he has so served. When the Trustee was appointed Bonneville possessed insufficient assets to pay general unsecured creditors in full and, therefore, subordinated Claimants and Bonneville's Interestholders could anticipate little, if any, value or distributions from the Estate.

Now, after rehabilitating Bonneville's businesses and Page 9 obtaining significant litigation recoveries, the Estate possesses sufficient assets to pay general unsecured creditors Classes 1 through 4 in full with interest, to pay subordinated creditors Classes 5 through 10 a material part of their claims in stock in the Reorganized Debtor, and to leave current Interestholders Class 11 with their existing stock which stock now has value.

The Trustee believes that an equitable Plan, such as the one now being submitted by the Trustee, is in the best interest of the Debtor, its creditors and shareholders because such a plan permits the Debtor to emerge from bankruptcy protection and in the process resolve all Claims against the Debtor rather than continue to remain in the Chapter 11 proceeding while parties-in- interest battle one another, in expensive and time-consuming litigation, over who is entitled to what portions of Bonneville's assets.

During much of the Trustee negotiated with various groups of Creditors and Interestholders in an attempt to reach some consensus concerning the terms of a Chapter 11 plan for the Debtor. After protracted negotiations, on December 31, a Conditional Letter Agreement was entered into between the Trustee and certain Creditors wherein the Trustee agreed to submit a good faith plan which is consistent with the Plan attached hereto.

One of the signatories to the Conditional Letter Agreement Wellhead Electric and affiliated parties also possesses material Claims or Interests in Classes 5, 6, 9 and The treatment accorded in the Plan to each Class of Creditors and the Interestholders is fair and reasonable.

Attachments to this Disclosure Statement are copies of the following: a. The purpose of this Disclosure Statement is to set forth information that: 1 outlines the prepetition history of Bonneville, including its business and the causes underlying Bonneville's bankruptcy filing; 2 outlines the events that have occurred since the filing of Bonneville's petition for bankruptcy; 3 summarizes the Plan; 4 provides information to Creditors and Interestholders to assist in making an informed decision on whether to vote to accept or reject the Trustee's Plan; and 5 provides the Bankruptcy Court with information needed to determine whether the Plan complies with the provisions of the Bankruptcy Code and should be confirmed.

On July 1, , after notice and hearing, the Bankruptcy Court approved order entered on July 2, this Disclosure Statement as containing information of a kind and in sufficient detail, adequate to enable a hypothetical, reasonable investor typical of the Creditors and Interestholders to make an informed judgement whether to accept or reject the Trustee's Plan. Pursuant to the provisions of the Bankruptcy Code, only classes of claims or equity interests which are "impaired" under the terms and provisions of a reorganization plan are entitled to vote to accept or reject a Chapter 11 plan.

For purposes of the Trustee's Plan, certain "Senior" unsecured Creditors Classes 1 through 4 and the current Interestholders Class 11 are unimpaired. Unimpaired Classes are deemed to have accepted the Plan. Although the Trustee's Plan treats Classes 1, 2, 3, 4, and 11 as unimpaired, as set forth in Article Further, if the Bankruptcy Court determines that one or more of Classes 1, 2, 3, 4 or 11 are impaired, then the vote of such Class shall be counted to determine if such Class has voted to accept the Plan.

Certain "Junior" unsecured Creditors Classes 5 through 10 are impaired and, therefore, such Classes are entitled to vote on the Trustee's Plan. The determination as to whether to seek Confirmation under such circumstances will be announced before or at the Confirmation Hearing.

Mountain Daylight Savings Time on August 17, If you mail your Ballot, you must mail it several days before August 17, so there will be sufficient time for the mailed Ballot to be received on or before the aforesaid deadline. Please vote and return your Ballot by mail or overnight courier to: Roger G.

If you did not receive a Ballot, received a damaged Ballot or lost your Ballot, or, if you or any party-in-interest has any questions concerning this Disclosure Statement or the Plan, please write to the Trustee's general counsel at the address shown on the front page of this Disclosure Statement.

Pursuant to Section of the Bankruptcy Code, the Bankruptcy Court has scheduled a hearing to consider Confirmation of the Plan the "Confirmation Hearing" on August 26, at o'clock a. The Confirmation Hearing may be adjourned or continued from time to time by the Bankruptcy Court without further notice except for the announcement at the adjournment of the date for the continued Confirmation Hearing. Reference should be made to the entire Disclosure Statement and the Plan for a complete description of the classification and the terms and conditions of the distributions for each Claim or Interest.

If any inconsistency exists between the Plan and this Disclosure Statement, the terms of the Plan control. The value of an operating business is subject to uncertainties and contingencies that are difficult to predict and will fluctuate with changes in factors affecting the financial condition and prospects of each business.

As a result, the estimate of values set forth herein is not necessarily indicative of actual outcomes, which may be significantly more or less favorable than those set forth herein. Because such estimates are inherently subject to uncertainties, neither the Trustee, his Professionals, the Reorganized Debtor, the Debtor, Bear Stearns, current management nor any other person assumes responsibility for their accuracy.

Depending on the results of the businesses operations or changes in the financial markets, the values for the businesses as of the Confirmation Date may differ from that discussed herein. Actual market prices of the Reorganized Debtor's common stock following the Distribution Date and after the Reverse Stock Split will depend upon, among other things, the prices at which shares of companies in the same or similar lines of business then trade relative to the earnings of those companies, conditions in the financial markets, the anticipated initial securities-holding period of creditors, some of whom may prefer to liquidate their investment rather than hold it on a long-term basis, and other factors that generally influence the prices of securities.

Accordingly, the value established by the Bankruptcy Court at the Confirmation Hearing for the Plan Common Stock does not purport to be an estimate of the post- reorganization market trading value of the Reorganized Debtor's common stock after the Reverse Stock Split. Such trading value after the Reverse Stock Split may be materially different from the value discussed herein or that established by the Bankruptcy Court at the Confirmation Hearing.

For purposes of this estimate, the Trustee has assumed that Class 9 i. Page 19 A. As discussed in greater detail later in this Disclosure Statement, the businesses of Bonneville have substantially changed since the Petition Date. Specifically, the Trustee, with the assistance of current management of the Debtor, has closed down or sold numerous unprofitable businesses leaving Bonneville or its subsidiaries with only solvent, profitable enterprises.

The majority of Bonneville's current cash and accounts receivable were generated in connection with the litigation prosecuted by the Trustee. Such litigation efforts are now completed. As a result of the limitations of 11 7 No formal appraisals were used in valuing the Debtor's or its subsidiaries' operating businesses; the Bear Stearns Valuation which is attached hereto as Exhibit "2" is not a formal appraisal.

Depending on the results of the businesses operations or changes in the financial markets, the values for the businesses as of the Confirmation Hearing may differ from that discussed herein. Page 20 U. The largest receivables which receivables are subject to contingent fees payable to special litigation counsel 8 subject to Bankruptcy Court approval arise from the settlement of causes of action pursued by the Trustee; such large receivables include the following : a.

All payments on the note have been timely made. Page 21 b. The obligation does not bear interest if timely paid. That receivable is unsecured and does not bear interest if the obligation is timely paid. The Trustee believes, absent unforeseen circumstances, that Piper Jaffray will timely satisfy the remaining obligation.

This asset consists of approximately The two parcels are separated by a highway. The parcels were purchased by Bonneville in in connection with a proposed power project which was not developed. In , the Trustee, with Court approval, listed the The Trustee has concluded that, as a result of the remote location and irregular terrain of the real property, sale of the real property at a price near book value will require a purchaser with unique needs.

The real property has not been recently appraised and is not currently listed for sale. Most of these assets, which are contingent in nature and therefore most have not been reflected on the Debtor's books, are extremely difficult to value.

None of these assets have been appraised. Therefore, the values contained in this Disclosure Statement are based only on possible outcomes Page 23 estimated by the Trustee. At the present time, the Trustee does not anticipate bringing suit against any other Person relating to prepetition claims or causes of action possessed by the Estate. The valuation for Bonneville Fuels Corporation and its affiliates collectively "BFC" , which value is net of any debt owed by BFC, is nearer to the high range set forth in the Bear Stearns Valuation because a contrary to Bear Stearns' assumption, BFC is not in a "blowdown mode" and b BFC has recently drilled wells or acquired properties which should enhance its value.

The valuation for the Kyocera Project is the mid-range between the high and low figures set forth in the Bear Stearns Valuation. The corporate overhead expense is the mid-range between the high and low figures set forth in the Bear Stearns Valuation. These businesses are discussed in greater detail both in this Disclosure Statement and in the "Business Plan Prepared by Debtor's Current Management" which is attached hereto and incorporated herein as Exhibit "3".

Upon the reasonable written request from any party-in-interest and subject to an appropriate confidentiality agreement, the Trustee will make available certain documents e. Bonneville Pacific Services Company Inc. Except for the above- referenced necessary Cash reserves, Cash in excess of the reserves i.

As discussed in greater detail later in this Disclosure Statement, during the Trustee's tenure, the alleged liabilities of Bonneville have been substantially reduced or resolved as a consequence of settlements with creditors; in many instances settlements arose only after the Trustee initiated litigation. The Bankruptcy Court set an original claims bar date of April 13, , and a supplementary claims bar date primarily for creditors asserting claims against Bonneville arising from the purchase or sale of Bonneville's common stock or Debentures of December 16, Scores of late claims were also filed and the Bankruptcy Court ruled on or about December 15, whether most of the late claims were either a deemed timely filed because the claimant demonstrated "excusable neglect" for filing the claim late; CF.

Accordingly, none of BFC's working capital is available to be upstreamed to Bonneville at this time. Page 27 for Classes 5, 6, 7 and 9 reflect a settlement of Claims. Liabilities are further discussed in other Sections of this Disclosure Statement. For a list of such Claims see Exhibit "A" attached to the Plan and incorporated herein.

All undisputed post-petition assessed taxes have been paid by Bonneville through its taxable year ending December 31, For calendar year , the Trustee estimates that total federal including alternative minimum tax and state income or state franchise taxes, will total less than one million dollars.

However, as of the date of this Disclosure Statement no returns for calendar year have been filed and, therefore, the Debtor's liability for taxes has not yet been established. It is beyond the scope of this Disclosure Statement to discuss each of these claim objections; in any event, most of the Trustee's objections to such claims were sustained by the Bankruptcy Court.

Page 28 CF. Section b. The Trustee's estimate concerning tax liabilities for calendar year is premised upon the Trustee's belief that the Estate will be required to pay post- petition interest to the Claimants holding Allowed Claims in Classes 1 through 4 as set forth in Article 4. The Trustee has reflected on Bonneville's books and intends to reflect in Bonneville's corporate income tax returns for the year ended December 31, such post-petition interest liability as set forth in Article 4.

If it were to be subsequently determined that the Estate is not obligated to pay post-petition interest as generally set forth in the Plan or if the Internal Revenue Service were to successfully contest the Estate's treatment of the post-petition interest issue, then it is likely that the Estate would have a material tax liability for calendar year well in excess of the Trustee's current estimate of such liability.

Also see Article 6. The Trustee estimates that for the tax years beginning January 1, and continuing thereafter the Reorganized Debtor will possess material net operating loss carryforwards which may, subject to certain limitation contained in the Internal Revenue Code or similar state laws, result in the Reorganized Debtor being able to apply such net operating loss carryforwards against otherwise taxable income earned by the Reorganized Debtor; such a result would mean a material tax savings to the Reorganized Debtor.

At present, the extent of the net operating loss carryforwards that will be asserted by the Estate or the Reorganized Debtor has not been ascertained and no governmental entity has passed upon the amount or any present or future net operating loss carryforward.

However, for purposes of the valuation set forth in Section III of this Disclosure Statement the Trustee assumes that at least a million dollar net operating loss carryforward will be available Page 29 each year for the next twenty 20 years. For this reason Bear Stearns increased its estimated valuation of the existing businesses by three million dollars. While the estate is current in paying all its allowed and ordinary course Administrative Claims, for many reasons it is difficult to estimate the total Amount of Administrative Claims which will ultimately be Allowed by the Bankruptcy Court.

However, this estimate could also have to be revised upwards if the Estate were to incur additional post-petition tax liabilities as generally discussed in Section IV, C. Page 30 Trustee and his Professionals, including fees and costs after September 30, which was the last interim period for which fees and costs have been paid through Confirmation of the Plan. Sections b or c "substantial contribution" claim. In order to establish the value of the Plan Common Stock, the Trustee will request that the Bankruptcy Court Estimate the total amounts of the contingent Administrative Claims at the Confirmation Hearing; the Trustee will submit at the Confirmation Hearing evidence concerning the then contingent Administrative Claims in order to provide the Bankruptcy Court with a basis to Estimate such contingent Administrative Claims.

Post-petition taxes to the extent payable pursuant to the Plan will be paid in full in Cash in the ordinary course of business. Any current trade or accounts payable including wages and related benefits payable to the Debtor's current employees incurred after the Petition Date by the Estate in the ordinary course of its business will be assumed by the Reorganized Debtor and shall be paid in the ordinary course of the Reorganized Debtor's business.

Other Allowed Administrative Claims 16 11 U. Section a sets limits for the compensation of a trustee. The award of fees to the Trustee and his Professionals is within the discretion of the Bankruptcy Court. Page 31 to the extent not previously paid during the Reorganization Case or not paid in the ordinary course of business will be paid in full either 1 in Cash on the later of the Distribution Date or when such Administrative Claim becomes Allowed see Article The Trustee believes that all of the Claims set forth on such Exhibit should be Allowed Claims in the amounts set forth on the Exhibit.

Post-petition interest to the Allowed Bank Debt Claims shall be simple interest, without compounding, at the rate of 8. Class 2 Claimants will have no claim or cause of action of any kind whatsoever against any past or present holder of a Debenture s. Claims in this category include all other Claims that are not Administrative Claims or are not included in Classes 1, 2, or 4 through The Trustee believes that all the Claims set forth on Exhibit "C" should be Allowed Claims except as otherwise set forth on the Exhibit in the amounts set forth on the Exhibit.

Pursuant to the Plan, such Class 3 Allowed Claims will be paid in Cash in full with interest at the simple rate of 5. Weesner Proof of Claim number 3. Weesner's claim arises from Bonneville Pacific Corporation's efforts in the late 's to build and operate small, wood-fired electric power generation plants in Vermont.

During that period, Bonneville Pacific Corporation entered into various agreements with Weesner, including 1 an agreement whereunder Bonneville Pacific Corporation may be by virtue of a guarantee contingently liable for certain royalty payments that Weesner currently receives from the operation of one plant the "Ryegate Project" , and 2 an agreement to make certain payments to Weesner in the event that Bonneville Pacific Corporation developed another, similar plant the "Springfield Project".

Subsequent to entering into the agreements with Weesner, Bonneville Pacific Corporation sold its interest in the Ryegate Project and determined that development of the Springfield Project was commercially impossible.

Weesner in his filed proof of claim asserts that he is owed an undetermined amount of money which he estimates could be many millions of dollars in respect of Bonneville Pacific Corporation's contingent liability of the Ryegate Project royalties, to compensate him in the event that Page 33 such payments are not made by the current owners of the plant.

Weesner, to date, has not agreed to resolve his Claim on any basis the Trustee considers reasonable. Accordingly, the Trustee intends to file a formal objection to such claim in the immediate future, and thereafter move to have the claim allowed at a negligible amount, if any. Debenture Claims i. Norwest Bank of Minnesota, N. The Trustee believes that this Claim should be an Allowed Claim.

Pursuant to the Plan, such Class 4 Allowed Claim will be paid in Cash in full to the Indenture Trustee who will then make distributions to the current holders of the Debentures. The Class 4 Allowed Claim will also receive interest at the simple rate without compounding of 7.

See 11 U. The amount of the Claims in this Class are calculated using a single uniform formula for the purpose of determining the Allowed Amount of the Claim regardless of the amount set forth on the Proof of Claim actually filed by the Page 34 Claimant. Reasonable commissions or other miscellaneous charges, if any and only to the extent such were readily determinable from the filed Proof of Claim or the supporting documentation attached thereto, shall be included when calculating the Allowed Claim.

Although the Claims in Class 5 are currently contingent and unliquidated i. Section c of a contingent or unliquidated Claim. Any Claimant in Class 5 who objects to such settlement Claim Estimation Amount must file a written objection with the Bankruptcy Court and serve a copy on the Trustee not later than ten 10 days prior to the start of the Confirmation Hearing; failure to timely object to the Estimated Amount of the Claim shall result in the Claimant being deemed to have accepted the Estimated Claim Amount set forth on Plan Exhibit "D" as the Allowed Amount.

Page 35 the misconduct of certain Bonneville Insiders and others as further discussed in this Disclosure Statement ; such claims would be for securities, contract, tort or other causes of action. Class 5 Claimants will not receive prepetition or post-petition interest on such Allowed Claims. The amount of Claims in this Class are calculated using a single uniform formula for the purpose of determining the amount of the Claim regardless of the amount set forth in the Proof of Claim actually filed by the Claimant.

Specifically, the Claim shall be in the amount of the a price paid by the Claimant to purchase the Debenture such price shall not include any Page 36 additional amount paid by the Claimant related to interest which had accrued on the Debenture which was added to the net amount of the purchase price when the Debenture was purchased except that any additional amount paid by the Claimant related to interest which had accrued on the Debenture on or after August 16, but prior to December 5, shall be added to the price paid by the Claimant to purchase the Debenture less b the amount received by the Claimant when the Debenture was sold for purposes of determining the amount received by the Claimant any additional amount received by the Claimant for interest which had accrued on the Debenture shall be included in calculating the amount received.

Reasonable commissions or other miscellaneous charges, if any and only to the extent such were readily determinable from the filed Proof of Claim or the supporting documentation attached thereto, shall be included when calculating the Claim.

Although the Claims in Class 6 are currently contingent and unliquidated i. Accordingly, like Class 5 Claimants, Class 6 Claimants also possess contingent and unliquidated claims which are being estimated, settled and compromised in the Plan. However, unlike Class 5 Claimants, it is additionally arguable that Class 6 Claimants have no remaining Claim against the Debtor or its Estate because when the post-petition sale of the Debenture occurred each seller arguably transferred assigned their entire Claim to the buyer of the Debenture and, therefore, the seller no longer retained any Claim Page 37 of any kind against the Debtor or its Estate.

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