<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
ENERGY WEST INCORPORATED
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
ENERGY WEST INCORPORATED
NO. 1 FIRST AVENUE SOUTH, P.O. BOX 2229
GREAT FALLS, MT 59403-2229
NOTICE OF MEETING
NOVEMBER 19, 1998
Dear Shareholders,
The Board of Directors joins me in extending to you a cordial invitation to
attend the 1998 Annual Meeting of Shareholders of ENERGY WEST Incorporated
(the Company). The meeting will be held on: THURSDAY, NOVEMBER 19, 1998
1:30 P.M. MOUNTAIN STANDARD TIME IN THE
RESOURCE CENTER AT THE LEWIS AND CLARK INTERPRETIVE CENTER,
located at 4201 Giant Springs Road, Great Falls, Montana, for the following
purposes:
1. To elect eight directors to hold office for a one year term and until
their respective successors are elected and have qualified.
2. To ratify the appointment of independent public accountants.
3. To transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.
Shareholders of record at the close of business on October 1, 1998, are entitled
to be present and vote at the meeting; we welcome all shareholders.
YOUR VOTE IS IMPORTANT
Whether or not you expect to attend the Annual Meeting, it is important that
your shares be represented. Please sign and date the enclosed proxy and
return it promptly in the enclosed envelope (no postage required) to insure
that your shares will be represented at the meeting.
If you attend the meeting and wish to vote in person, you may, at that time,
revoke your proxy and vote at the meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Larry D. Geske
-----------------------------
Larry D. Geske
President and Chief Executive Officer
<PAGE>
ENERGY WEST INCORPORATED
No. 1 First Avenue South, P.O. Box 2229
Great Falls, Montana 59403-2229
PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 19, 1998
GENERAL INFORMATION
The accompanying proxy is being solicited by the Board of Directors of ENERGY
WEST Incorporated (the "Company") for the Annual Meeting of Shareholders to be
held on November 19, 1998 at 1:30 P.M. Mountain Standard Time, in the Resource
Center at the Lewis and Clark Interpretive Center, located at 4201 Giant
Springs Road in Great Falls, Montana and any and all adjournments or
postponements thereof, for the purposes set forth in the accompanying Notice of
Meeting. This Proxy Statement and a copy of the Company's Annual Report to
Shareholders for the year ended June 30, 1998 are being mailed on or about
October 19, 1998 to all shareholders of record on October 1, 1998.
A shareholder giving a proxy for use at the meeting may revoke such proxy prior
to its exercise either by written notice, to be received by the Secretary of the
Company no later than the close of business on November 18, 1998, or by
appearing in person at the Annual Meeting and revoking his proxy. If no
direction is given, the proxy will be voted for the three proposals set forth in
the accompanying Notice of Meeting. A shareholder who has revoked his proxy may
choose to vote his shares by executing another proxy or by voting in person at
the Annual Meeting or may abstain from voting. A shareholder may, if he deems
it advisable, strike the names of management's proxy holders on the accompanying
proxy and insert names of his own choosing.
Only shareholders of record at the close of business on October 1, 1998, may
vote at the meeting or any adjournment thereof. There are issued and
outstanding 2,403,188 shares of Common Stock of the Company, the only class of
securities of the Company entitled to vote at the meeting. Each shareholder of
record is entitled to one vote for each share registered in his or her name as
of the record date, except that each shareholder is entitled to cumulate his
votes in electing directors by multiplying the number of votes to which he may
be entitled by the number of directors to be elected and casting all such votes
for one candidate or distributing them among any two or more candidates. To
vote cumulatively, the shareholder must write the words "cumulative for",
followed by the number of shares to be voted and name of the nominee or nominees
selected on the line provided under item No. 1 of the proxy. The eight nominees
for director receiving the highest number of votes at the meeting will be
elected.
Expenses in connection with the solicitation of proxies will be paid by the
Company. Proxies are being solicited primarily by mail but, in addition,
officers and regular employees of the Company who will receive no extra
compensation for their efforts may solicit proxies by telephone, telegraph, or
personal calls. So far as the management of the Company is aware, no matters
other than those described in this Proxy Statement will be acted upon at the
meeting. In the event that any other matters properly come before the meeting
calling for a vote of shareholders, the persons named as proxies in the enclosed
form of proxy will vote in accordance with their best judgment on such other
matters.
For purposes of determining whether a proposal has received a majority vote,
abstentions will not be included in the vote total, and, therefore, will have no
effect on the outcome of the vote. For purposes of determining whether a
proposal has received a majority vote, in instances where brokers are prohibited
from exercising discretionary authority for beneficial owners of Common Stock
who have not returned a proxy (so-called "Broker Non-Votes"), those shares will
not be included in the vote totals, and, therefore, will have no effect on the
outcome of the vote. Shares held by holders who are either present in person or
represented by proxy who abstain or for whom the authority to vote is withheld
on certain matters will, however, be treated as present for quorum purposes on
all matters. The Board of Directors is comprised of between five and nine
members. Eight directors are currently proposed for election, all of whom, with
the exception of Mr. Geske are not employees of the Company. The business
affairs of the Company are managed under the general direction of the Board,
although it is not involved in day-to-day operations. The Directors met four
times since the last annual meeting held November 20, 1997. Eight incumbent
members of the Board are standing for reelection.
<PAGE>
ELECTION OF DIRECTORS
The following persons have been nominated to serve one-year terms or until their
successors are elected and have qualified. - Ian B. Davidson - David A.
Flitner - Larry D. Geske - Dean A. South - Thomas N. McGowen, Jr.
- G. Montgomery Mitchell - George D. Ruff - Richard J. Schulte
Each of the nominees for director is a member of the present Board of
Directors. It is intended that the proxies in the form enclosed will be voted
for the election of the nominees named above by regular or cumulative voting,
unless authority to do so is withheld as provided in the proxy. The persons
named in the proxy have the right, under the conditions stated in "General
Information," page 2, to cumulate their votes and distribute them among the
nominees, at their discretion, unless otherwise specifically instructed. If for
any reason one or more of the nominees should be unable to serve or refuse to
serve as director (an event which is not anticipated), the proxies will be voted
for such substitute nominees as the proxy holders may determine. The eight
nominees for director receiving the highest number of votes will be elected.
The eight nominees are submitted for election at this time in accordance with a
resolution adopted by the directors at the Board meeting on September 17, 1998.
THE BOARD OF DIRECTORS OF THE COMPANY
RECOMMENDS APPROVAL OF EACH NOMINEE.
INFORMATION ABOUT DIRECTORS AS OF JUNE 30, 1998 APPEARS BELOW:
IAN B. DAVIDSON has been a Director of the Company since 1969. Mr. Davidson
serves as Chairman and Chief Executive Officer of DADCO, a holding company which
owns D. A. Davidson and Co., Davidson Trust, Financial Aims, and DADCO Travel
since October 1970. He is a Director of Plum Creek Management Company of
Seattle, Washington and is a past Chairman of the National Association of
Securities Dealers.
DAVID A. FLITNER has been a Director of the Company since 1988. He is owner of
Flitner Ranch and Hideout Adventures, Inc.
LARRY D. GESKE has been employed by the Company since 1975. He became President
and Director of the Company in 1978, and in 1979, he was appointed to the
position of Chief Executive Officer of the Company. He is past Director of
American Gas Association as Chairman of the AGA Small Utilities Coordinating
Council.
THOMAS N. MCGOWEN, Jr. has been a Director of the Company since 1978. Mr.
McGowen is a retired attorney and is past President and Chairman of the Board of
Pabst Brewing Company. He is a Director of Federal Signal Corporation and Ribi
Immunchem Corporation.
G. MONTGOMERY MITCHELL has been a Director of the Company since 1984. Mr.
Mitchell was Senior Vice President and Director of Stone and Webster Management
Consultants, Inc. from August 1980 until his retirement in 1993 and continues
with Stone and Webster as a senior advisor and consultant. Mr. Mitchell is a
Director of Mobile Gas Services Corporation (Alabama).
DEAN A. SOUTH has been a member of the Board of Directors since August of 1996.
He currently ranches north of Helena, Montana. Mr. South has been active in the
management of propane distribution companies for most of his career. In 1991 he
retired from that industry having served as Vice President of Western Operation
for Heritage Propane Corporation from October of 1989 until his retirement in
1991. He served as President and Chief Operating Officer of Louis Dreyfus
Propane Corporation from 1986 until 1989 and President of Northern Energy
Company from 1981 until they merged with Louis Dreyfus in 1986.
GEORGE D. RUFF has been a member of the Board of Directors since November 1996.
Mr. Ruff retired as Vice President of Montana Operations for U. S. West,
Incorporated at the end of 1996. He held that position from June of 1983 until
his retirement in 1996. He is a director of Norwest Bank, the Montana Taxpayers
Association and the Montana Chamber Foundation Board.
RICHARD J. SCHULTE has been a Director of the Company since 1997. Mr. Schulte
is Special Advisor on standards development and product certification practices
to the Canadian Standards Association (CSA) and its new subsidiary,
International Approval Services (IAS.) Mr. Schulte was formerly President of IAS
and Senior Vice President of American Gas Association Laboratories. He is a
director of the American Society for Testing and Materials (ASTM) and a member
of the Joint Oversight Board for the U.S. National Accreditation Program for
Environmental and Quality System Registrars.
<PAGE>
THE BOARD AND COMMITTEES OF THE BOARD
The Company has a Compensation Committee which consisted during the fiscal year
of Messrs. Davidson, McGowen and Flitner. The Compensation Committee met four
times during the year. It has the responsibility to make recommendations to the
full board regarding base salaries of officers and certain pay for performance
plans or other compensation matters. The Company also has an Audit Committee
which during the fiscal year consisted of Messrs. South, Mitchell and Ruff. The
Audit Committee met four times during the year and has responsibility of
reviewing the annual audit and making recommendations to the full board
regarding accounting matters that come to its attention.
Executive officers of the Company are elected by and serve at the discretion of
the Board of Directors. Directors of the Company are elected at the Annual
Meeting of Shareholders and serve until their successors are duly elected and
qualified. No director attended fewer than 75% of the board and committee
meetings on which he served. The Company paid its outside directors the
following fees in the fiscal year:
<TABLE>
<S> <C>
Annual fee............. $3,000 per year;
Board Meeting Fee...... $750 per Meeting;
Committee Meeting...... $375 per Committee Meeting unless held in
conjunction with a Board Meeting, in such case
the fee for the meeting is $100.
</TABLE>
For Board or Committee meetings held by telephone conference the rate is one
half the regular rate indicated above. Furthermore, each Director receives
an annual award of Company Stock. The amount of stock purchased is
determined by an amount equal to a percentage of Director's compensation
equivalent to the highest percentage of compensation paid in incentives to
any member of the management incentive plan. For example, if the highest
percentage of compensation paid out as incentive under the management
incentive plan was 30%, that same 30% would be applied to the total
compensation paid to each director during the fiscal year to arrive at a
dollar amount. Those incentive dollars would then be utilized to purchase
ENERGY WEST stock on behalf of each director. During the fiscal year, the
Company accrued in aggregate $26,644 for the purchase of stock in accordance
with this plan. The Company also provides natural gas service at a 50%
discount to those Directors who reside within the Company's service area.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table following sets forth certain information regarding the beneficial
ownership of the Common Stock of the Company on or about June 30, 1998 (i) by
each shareholder who is known by the Company to own beneficially more than 5% of
the outstanding Common Stock, (ii) by each director, and (iii) by all executive
officers and directors as a group.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER OR GROUP NUMBER OF SHARES % OWNERSHIP
- ----------------------------------------------------------------------------------------------------
<S> <C> <C>
Ian B. & Nancy Davidson, Flood Road, Great Falls MT 523,852 (a) 22%
- ----------------------------------------------------------------------------------------------------
Larry D. & Sandy Geske, 4 Meadowlark Ridge, Great Falls MT 122,719 (b & c) 5% (b & c)
- ----------------------------------------------------------------------------------------------------
Thomas M. McGowan, Jr. 4,543 (d)
- ----------------------------------------------------------------------------------------------------
G. Montgomery Mitchell 10,199 (d)
- ----------------------------------------------------------------------------------------------------
David Flitner 4,661 (d)
- ----------------------------------------------------------------------------------------------------
George Ruff 2,479 (d)
- ----------------------------------------------------------------------------------------------------
Richard Schulte 1,949 (d)
- ----------------------------------------------------------------------------------------------------
Dean South 874 (d)
- ----------------------------------------------------------------------------------------------------
All executive officers and directors as a group (12 persons) 671,276 28% (c)
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
a) Shares shown as owned by the Davidson's are owned in joint tenancy with
rights of survivorship, Mr. and Mrs. Davidson have sole power to vote and to
dispose of the shares.
(b) Mr. Geske owns individually or jointly with his wife 93,039 shares. In
addition he owns 4,000 shares of incentive stock options which could have been
acquired within 60 days of June 30, 1998. He owns an additional 6,000 shares
which are reflected above but which become exercisable in future periods. Of
the 93,039, Mr. Geske and his wife share the power to vote and dispose of 31,000
shares and Mr. Geske has sole power to vote the balance. Included in the above
chart are 6,000 shares of stock owned solely by Mrs. Geske and for which she has
sole power to vote and dispose of the stock.
(c) That sum also includes 13,680 shares held in the Company's Employee Stock
Ownership Plan (ESOP) for Mr. Geske.
(d) consists of less than 1%
(e) share ownership mentioned above has sole investment and voting power unless
otherwise noted.
SECTION 16 (a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the securities laws of the United States, the Company's directors, its
executive officers, and any persons holding more than ten percent of the
Company's stock are required to report their ownership of the Company's common
stock and any changes in that ownership to the Securities Exchange Commission.
Specific due dates for these reports have been established and the Company is
required to report in this proxy statement any failure to file on these dates
during fiscal 1994 and each year thereafter. All these filing requirements were
satisfied by its directors and ten percent holders in fiscal year 1994.
However, in fiscal 1995, Larry Geske failed to timely report on the purchase of
10,000 shares and William Quast failed to file, on a timely basis, one report
relating to 880 shares of stock he acquired during that fiscal year. In fiscal
1996, Ian Davidson failed to file one report relating to the reinvestment of
dividends totaling 14,902 shares. In that same year Sheila Rice failed to file
one report respecting the transfer of 285 shares. All directors and officers
filed timely reports of ownership in fiscal year 1997. In fiscal year 1998,
John Allen was late filing a Form 4 for 400 shares. In making these statements,
the Company has relied on the written representations of its directors and
officers and its ten percent holders and copies of the reports they have filed
with the commission.
EXECUTIVE COMPENSATION
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
TO OUR SHAREHOLDERS: The Compensation Committee of the Board of Directors (the
"Committee") reviews each salary adjustment for the Company's officers and
recommends those adjustments to the full board. The Committee also provides
recommendations to the full Board regarding contributions to the Company's
Management Incentive Plan, the Company's Incentive Stock Option Plan, as well as
the Employee Stock Ownership Plan (ESOP). It also provides recommendations
regarding Director Compensation.
The Committee's objectives are as follows:
1. The Committee seeks to attract and retain the necessary management talent
to successfully lead the Company. The Committee believes it must provide a
compensation package which is competitive in the marketplace with other
comparable companies.
2. The Committee encourages decision making that enhances shareholder value.
The Committee believes that this objective is met by linking executive pay to
corporate performance.
3. The Committee seeks to promote a close identity of interest between
management and the Company's shareholders. The committee believes its CEO
compensation plan, the Employee Stock Ownership Plan and the Company's Incentive
Stock Option Plan promote this objective.
Total Compensation for executive officers is determined by marketplace survey
data, Company performance and individual performance. A control point and a
salary range is established for each executive based on market information of
companies in the gas utility industry. Each executive receives a base salary
and annual incentive award which, when combined, place the executive within the
salary range for the position. The amount of the incentive award varies based
upon the Company's performance.
<PAGE>
Incentive awards have traditionally ranged from 12% to 50% of base salary.
Compensation for the Chief Executive Officer is accomplished through a
combination of annual incentive awards pursuant to the Company's Management
Incentive Plan and a deferred cash incentive plan. The Management Incentive
Plan provides for the payment of a cash bonus depending on two criteria,
earnings per share relative to a predetermined target and achieving a return on
equity of 12%. Incentives awarded under this plan increase as the Company's
performance, as measured by these two criteria, improves.
The deferred cash incentive plan (applicable only to the CEO) was approved by
the Compensation committee effective July 1, 1995. The cash amount is
calculated by a formula that is governed by the total return to the ENERGY WEST
shareholder. Cash payments under this plan are calculated by a formula tied to
total shareholder return (dividends and stock price appreciation). It is
designed to be equivalent to a salary adjustment of 3% if the Company's growth
in total return is commensurate with the total return growth of 7.93%, which is
equivalent to the Standards and Poor's (S&P Utility) average growth over the
five year period ending June 30, 1995. The cash contributions calculated by
that formula are deferred for three years from the year in which they are earned
and paid out in that third year. If the CEO retires at or after age 65 he is
entitled to the total cash balance existing in his deferral account at the time
of his retirement. The plan, therefore provides an incentive tied to increases
in shareholder value.
MEMBERS OF THE COMPENSATION COMMITTEE
IAN B. DAVIDSON, COMPENSATION COMMITTEE CHAIRMAN; THOMAS N. MCGOWEN, JR.; DAVID
A. FLITNER
The table following sets forth the cash compensation of the executive officers
of the Company earning compensation in excess of $100,000 in the fiscal year.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
- ---------------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION LONG-TERM COMPENSATION
- ---------------------------------------------------------------------------------------------------------
OTHER
NAME AND ANNUAL RESTRICTING ALL OTHER
PRINCIPAL COMPEN- STOCK OPTIONS/ LTIP COMPEN-
POSITION YEAR SALARY BONUS SATION AWARDS SAR($)(1) PAYOUTS($) SATION(2)
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Larry D. 1998 $109,970 $40,595 $15,525(3) 0 10,000 0 $15,605
Geske, -------------------------------------------------------------------------------------------
President 1997 $104,971 0 $11,452(3) 0 15,000 0 $14,344
and CEO -------------------------------------------------------------------------------------------
1996 $104,971 0 $17,979(3) 0 5,000 0 $21,614
- ---------------------------------------------------------------------------------------------------------
Edward J. 1998 $90,801 $36,787 0 0 10,000 0 $12,798
Bernica, -------------------------------------------------------------------------------------------
Vice 1997 $85,411 0 0 0 10,000 0 $11,580
President -------------------------------------------------------------------------------------------
and CFO 1996 $81,960 0 0 0 5,000 0 $6,592
- ---------------------------------------------------------------------------------------------------------
Tim Good, 1998 $90,075 $11,302 0 0 3,600 0 $14,163
Vice -------------------------------------------------------------------------------------------
President 1997 $86,977 $14,756 0 0 8,000 0 $13,586
-------------------------------------------------------------------------------------------
1996 $84,385 $15,258 0 0 8,000 0 $13,844
- ---------------------------------------------------------------------------------------------------------
</TABLE>
(1) Consists of stock options held at the end of the fiscal year; all such
options are limited in the amount that can be exercised in the period. Of that
15,000, Mr. Geske could have exercised 4,000, 7,000 and 4,000 for the respective
fiscal years 1998, 1997 and 1996. For Mr. Bernica, the options exercisable at
the end of each fiscal year were 3,000, 2,000, and 1,000 and for Mr. Good 3,600,
7,280, and 5,680 at the end of the fiscal years indicated respectively.
(2) Includes amounts contributed to the Energy West Money Purchase Defined
Contribution Plan on behalf of
<PAGE>
Mr. Geske in the following amounts for the fiscal years 1998, 1997 and 1996
of $10,970, $10,497 and $12,634 respectively; and on behalf of Mr. Good in
the following amounts for those same years of $10,138, $10,173 and $9,965.
With regard to the Energy West Employee Stock Ownership Plan, for those three
fiscal years Mr. Geske received the following contributions: $3,195, $2,407
and $3,976 respectively. Mr. Bernica received $2,638, $1,959 and $1,163 and
Mr. Good received $2,945, $2,333, and $2,800 contributions to that plan for
those same years. "Other Compensation" also includes contributions made to
the Energy West Cafeteria Plan for the three fiscal years for Mr. Geske in
the amounts of $1,440 for each year and for Mr. Bernica and Mr. Good in the
amount of $1,080 in each year.
(3) Represents amount set aside for Mr. Geske pursuant to the CEO Deferred
Compensation Plan.
The following graph sets forth the cumulative total shareholder return
(assuming reinvestment of dividends) to shareholders of ENERGY WEST
Incorporated during the five year period ended June 30, 1998, as well as an
overall stock market index (S&P 500 Index) and the peer group index (S&P
Utility Index).
<TABLE>
<CAPTION>
1993 1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C> <C>
ENERGY WEST 100 107.34 108.36 110.04 119.32 131.16
S & P Utility 100 92.53 106.63 131.93 139.13 181.22
S & P 500 100 101.41 127.82 161.04 216.89 282.7
</TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
The following table provides information with respect to the named executive
officers, concerning any exercise of stock options during the fiscal year.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
Number of Unexercised Value of Unexercised
Options/SARs at 6:30/98 Options/SARs at 6/30/98
Shares Acquired on ($) Exercisable (E) ($) Exercisable (E)
Name Exercise ($) Value Realized ($) Unexercisable (U) Unexercisable (U)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Larry D. Geske 5,000 $1,000 4,000 (E) $34,500 (E)
5,000 (U) $51,750 (U)
- ---------------------------------------------------------------------------------------------------------------------
Edward J. Bernica 0 0 5,000 (E) $250 (E)
5,000 (U) $375 (U)
- ---------------------------------------------------------------------------------------------------------------------
Tim Good 0 0 3,500 (E) $31,050 (E)
0 (U) 0 (U)
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
Values are calculated by subtracting the exercise price from the fair market
value of the stock at the fiscal year-end multiplied by the number of option
shares. The average of the bid and close price for the month of June 1998 is
used. That average price was $8.625.
<PAGE>
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed Ernst & Young LLP of Denver, Colorado, as
independent public accountants for the Company, to examine the Company's
financial statements for the current year ending June 30, 1999 and to perform
other appropriate accounting services and recommends that the shareholders of
the Company ratify that appointment. Ernst & Young LLP has served as the
Company's independent accountants for more than thirty years, including fiscal
years ended June 30, 1998, 1997, and 1996 and have no relationship with the
Company other than that arising from their employment as independent public
accountants. While representatives of Ernst & Young LLP will not be available
to make a statement or answer questions at the meeting, the Company will, upon
request, forward any shareholder inquiries to Ernst & Young LLP and forward
responses thereto to interested shareholders subsequent to the meeting.
It is intended that the proxies will be voted for the ratification of the
appointment of such firm unless otherwise indicated. If the appointment is not
ratified by shareholders, the Board of Directors is not obligated to appoint
other auditors, but the Board of Directors will give consideration to such
unfavorable vote.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS APPROVAL OF THE
SELECTION OF ERNST AND YOUNG LLP AS AUDITORS FOR FISCAL YEAR 1999.
STOCKHOLDER PROPOSALS FOR 1999 ANNUAL MEETING
In order for proposals for stockholders to be considered for inclusion in the
proxy statement for the 1999 Annual Meeting of Shareholders of ENERGY WEST, such
proposals must be received by the Secretary of ENERGY WEST before June 20, 1999.
Your immediate attention to completing and mailing this proxy will be greatly
appreciated.
Dated: October 19, 1998
By Order of the Board of Directors
Great Falls, Montana
/s/ John C. Allen
----------------------------------
John C. Allen, Corporate Secretary
(406) 791-7503
<PAGE>
PROXY
ENERGY WEST INCORPORATED
Proxy for the Annual Meeting to be held November 19, 1998, at 1:30 P.M.,
M.S.T in the Resource Center of the Lewis and Clark Interpretive Center
located at 4201 Giant Springs Road, Great Falls, Montana. Larry D. Geske,
Thomas N. McGowen, Jr. and G. Montgomery Mitchell or any of them with full
power of substitution, are hereby authorized to represent and to vote the
stock of the undersigned at the Annual Meeting of the shareholders of ENERGY
WEST on November 19, 1998 and any adjournments thereof, upon the matters set
forth below. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1, 2,
AND 3.
1. To elect eight Directors for a term of one year beginning with this
annual meeting to be held November 19, 1998 and ending with the 1999
annual meeting to be held in November 1999.
The Nominees are as follows:
Ian B. Davidson, David A. Flitner, Larry D. Geske, Thomas N. McGowen
Jr., G. Montgomery Mitchell, George D. Ruff, Dean South and Richard J.
Schulte.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, WRITE THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.)
FOR THE SLATE AS PROPOSED ____
AGAINST THE SLATE AS PROPOSED ____
Withheld for ____________________.
2. To ratify the appointment of Ernst & Young, LLP as auditors. FOR ____
AGAINST ____
ABSTAIN ____
3. To transact such other business as may properly come before the meeting or
any adjournment or postponement thereof. FOR ____
AGAINST ____
ABSTAIN ____
This proxy is solicited by the Board of Directors of the Corporation. The
Proxy will be voted in the manner directed hereon. If no direction is made,
this proxy will be voted FOR Proposals 1, 2, and 3.
PLEASE SIGN EXACTLY AS NAME APPEARS BELOW.
Dated: , 1998
----------------
Signatures:
----------------------------
----------------------------
Where shares are jointly held, each holder should sign. Executors,
administrators, trustees and guardians should give full title as such. If
signer is corporation, please sign the full corporate name by an authorized
officer.
PLEASE SIGN AND RETURN IN THE ENCLOSED POSTAGE-PAID ENVELOPE
