<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Information to be Included in Statements Filed Pursuant
to Rule 13d-1(a) and Amendments Thereto Filed Pursuant
to Rule 13d-2(a)
(Amendment No. )*
Energy West Incorporated
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(Name of Issuer)
Shares of Common Stock
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(Title of Class of Securities)
29274A-10-5
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(CUSIP Number)
Marc C. Krantz, Kohrman Jackson & Krantz P.L.L.,
1375 East 9th Street, 20th Floor, Cleveland, Ohio 44114
216-736-7204
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 3, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d- 1(e), 13d-1(f) or 13d-1(g), check the following
box [ ].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of 8 Pages
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 29274A-10-5
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Turkey Vulture Fund XIII, Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC,OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
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NUMBER OF 7 SOLE VOTING POWER
SHARES 122,700
--------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
--------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 122,700
--------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
122,700
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
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14 TYPE OF REPORTING PERSON*
OO
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Page 2 of 8 Pages
<PAGE> 3
CUSIP No. 29274A-10-5
This original Schedule 13D Statement is filed on behalf of Turkey
Vulture Fund XIII, Ltd., an Ohio limited liability company (the "Fund"), for the
purpose of reporting certain acquisitions of shares of common stock, $0.15 par
value, of Energy West Incorporated, a Montana corporation.
Item 1. Security and Issuer.
This Schedule 13D Statement relates to the shares of common stock,$0.15
par value (the "Shares"), of Energy West Incorporated, a Montana corporation
("Energy West"), which has its principal executive offices at 1 First Avenue
South, Great Falls, Montana 59401.
Item 2. Identity and Background.
(a) The person filing this Schedule 13D is Turkey Vulture Fund XIII,
Ltd., an Ohio limited liability company. Richard M. Osborne is the sole Manager
of the Fund.
(b) The address of the Fund, and the business address of Mr. Osborne,
is 7001 Center Street, Mentor, Ohio 44060.
(c) The principal business of the Fund is to acquire, hold, sell or
otherwise invest in all types of securities and other instruments. Mr. Osborne's
principal occupation is President and Chairman of the Board of OsAir, Inc., a
property developer and manufacturer of industrial gases for pipeline delivery.
OsAir, Inc. is located at 7001 Center Street, Mentor, Ohio 44060.
(d) Negative with respect to the Fund and Mr. Osborne.
(e) Negative with respect to the Fund and Mr. Osborne.
(f) The Fund is a limited liability company organized under the laws of
the state of Ohio. Mr. Osborne is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
The Shares reported herein as having been acquired by the Fund were
acquired for the aggregate purchase price of approximately $1.1 million
(excluding commissions) with a combination of working capital of the Fund and
margin debt from EVEREN Securities, Inc. ("EVEREN").
Interest on the EVEREN margin debt is computed at a select rate above
the rate banks charge securities brokers ("brokers call money rate") and is
subject to change, without notice, if the brokers call money rate changes. To
the extent permitted by
Page 3 of 8 Pages
<PAGE> 4
CUSIP No. 29274A-10-5
law, EVEREN has a lien on certain of the Shares reported herein as having been
acquired by the Fund. A copy of the agreement setting forth the terms of the
Fund's EVEREN margin debt is attached hereto as Exhibit 7.1.
Item 4. Purpose of Transaction.
The Fund purchased the Shares to acquire a minority interest in Energy
West for the purposes of investment. The Fund and Mr. Osborne reserve the right
to dispose of or acquire additional Shares and will do so depending on market
conditions, developments with respect to Energy West's business and other
relevant factors.
Other than as set forth in this Item 4, pursuant to the instructions
for items (a) through (j) of Item 4 of Schedule 13D, neither the Fund nor Mr.
Osborne presently has plans or proposals that relate to or would result in any
of the following:
(i) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Energy West or any of its subsidiaries;
(ii) a sale or transfer of a material amount of assets of Energy West
or any of its subsidiaries;
(iii)any change in the present board of directors or management of
Energy West, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(iv) a material change in the present capitalization or dividend policy
of Energy West;
(v) a material change in the business or corporate structure of Energy
West;
(vi) a change to the Restated Certificate of Incorporation or Bylaws of
Energy West or other actions which may impede the acquisition of control of
Energy West by any person;
(vii) the delisting from the National Association of Securities Dealers
Automated Quotation System of the Shares;
(viii) a class of equity securities of Energy West becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"); or
(ix) any action similar to any of those enumerated in (i)
Page 4 of 8 Pages
<PAGE> 5
CUSIP No. 29274A-10-5
through (viii) above.
Mr. Osborne and the Fund reserve the right to modify their plans and
proposals described in this Item 4. Further, subject to applicable laws and
regulations, they may formulate plans and proposals that may result in the
occurrence of an event set forth in (i) through (ix) above or in Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) According to the most recently available filing with the Securities
and Exchange Commission by Energy West, there are 2,421,077 Shares outstanding.
The Fund beneficially owns 122,700 Shares, or approximately 5.1% of the
outstanding Shares. As sole Manager of the Fund, Mr. Osborne may be deemed to
beneficially own all such Shares.
(b) Mr. Osborne, as sole Manager of the Fund, has sole power to vote,
or to direct the voting of, and the sole power to dispose or to direct the
disposition of, the Shares owned by the Fund.
(c) During the past 60 days, the Fund purchased 31,300 Shares in open
market transactions as set forth below:
<TABLE>
<CAPTION>
Approximate Per
Share Price
Date Number of Shares (Excluding Commissions)
- ------------------ ---------------- -------------------------
<S> <C> <C>
3/8/99 5,000 $8.63
3/10/99 1,200 $8.75
4/28/99 10,000 $9.00
4/29/99 10,000 $8.88
4/30/99 3,000 $8.88
5/3/99 1,600 $9.25
5/4/99 500 $9.50
</TABLE>
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Not Applicable.
Page 5 of 8 Pages
<PAGE> 6
CUSIP No. 29274A-10-5
Item 7. Material to be Filed as Exhibits.
Exhibit 7.1 General Account Agreement Letter to Kemper
Securities, Inc. (predecessor-in-interest to Everen)
from Turkey Vulture Fund XIII, Ltd.
Page 6 of 8 Pages
<PAGE> 7
CUSIP No. 29274A-10-5
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: May 12, 1999 TURKEY VULTURE FUND XIII, LTD.
By: /s/ Richard M. Osborne
---------------------------
Richard M. Osborne, Manager
Page 7 of 8 Pages
<PAGE> 8
CUSIP No. 29274A-10-5
Exhibit Index
Exhibit 7.1 General Account Agreement Letter to Kemper
Securities, Inc. (predecessor-in-interest to
Everen) from Turkey Vulture Fund XIII, Ltd.
Page 8 of 8 Pages
<PAGE> 1
Exhibit 7.1
GENERAL ACCOUNT AGREEMENT
To: Kemper Securities, Inc.
in account with Kemper Clearing Corp.
Gentlemen:
In consideration of your accepting one or more accounts of the undersigned, it
is agreed as follows:
1. All transactions under this Agreement shall be subject to the
constitution, rules, regulations, customs, usages, rulings and interpretations
of the exchange or market and its clearing house, if any, where executed, and to
all governmental acts and statutes and to rules and regulations made thereunder
insofar as applicable. Whenever any act or statute shall be enacted, or any
regulation shall be made under any act or statute or any rule or regulation
shall be made by any exchange or market of which you are a member, which shall
be applicable to and affect in any manner or be inconsistent with any of the
provisions hereof, the provisions of this Agreement so affected shall be deemed
modified or superseded, as the case may be, by such act, statute, rule or
regulation and all other provisions of this Agreement and the provisions as so
modified shall in all respects continue and be in full force and effect.
2. All orders for the purchase or sale of any property are given by the
undersigned and executed with the express understanding that an actual purchase
or sale is intended and that it is the undersigned's intention and obligation in
every case to deliver certificates or commodities to cover any and all of the
undersigned's sales and in the case of purchases to receive and pay for
certificates or commodities and that the undersigned will do so in compliance
with all applicable regulations.
3. Except as herein otherwise expressly provided, no provision of this
Agreement may be waived, altered, modified, or amended unless such waiver,
alteration, modification or amendment is in writing and signed by a duly
authorized officer of your corporation.
4. All monies, securities, commodities or other property which you may
at any time be carrying for the undersigned or which may at any time be in your
possession for any purpose, including safekeeping, shall be held by you as
security for the payment of any liability of the undersigned to you,
irrespective of whether or not you have made advances in connection with such
securities, commodities or other property, and irrespective of the number of
accounts the undersigned may have with you.
5. All securities and commodities or any other property, now or
hereafter held by you, or carried by you for the undersigned (either
individually or jointly with others) or deposited to secure the same, may be
held in your name or that of any nominee, and may from time to time and without
notice to the undersigned, be carried in your general loans and may be pledged,
re-pledged, hypothecated, or re- hypothecated, or loaned by you to either
yourselves as brokers or to others, separately or in common with other
securities and commodities or any other property, for the sum due to you from
the undersigned or for a greater sum and without retaining in your possession
and control for delivery a like amount of similar securities, commodities, or
other property.
<PAGE> 2
6. You are authorized to make such advances and to expend such monies
as in your opinion may be required in respect of all transactions hereunder. The
undersigned agrees to pay customary brokerage and commission charges. Debit
balances of the accounts of the undersigned shall be charged with interest in
accordance with your usual custom, and with any increases in rates caused by
money market conditions, and with such other charges as you may make to cover
your facilities and extra services. Credit balances shall not earn interest. It
is understood and agreed that the interest charge made to the undersigned's
account at the close of one charge period will be compounded, that is, added to
the opening balance for the next charge period unless paid, thereby becoming
part of the principal amount and bearing like interest. A statement disclosing
your credit terms currently applicable to margin transactions is set forth as
part of this Agreement, but is subject to change from time to time as set forth
therein.
7. All securities, other property and collateral deposited for the
protection of the undersigned's collateral and/or margin account may be
deposited with the Depository Trust Company or any other recognized clearing
corporation or depository trust company, and may be held in street name and used
there by you until the undersigned shall demand and become entitled to delivery
thereof; you shall have a reasonable time after such a demand for delivery to
ship securities, other property or collateral from New York or from any other
place where they may be to the place where the same are to be delivered to the
undersigned, and shall only be required to deliver securities, other property or
collateral of the same kind and character as originally deposited.
8. You shall not be responsible for delays in the transmission of
orders due to breakdown or failure of transmission or communication facilities,
and you shall not be liable for loss caused directly or indirectly by
governmental restrictions, war, strikes, or any other cause or causes beyond
your reasonable control or anticipation.
9. All orders given by the undersigned for the purchase or sale of
securities or other property, which may be listed on more than one exchange or
market, may be executed on any exchange or market selected by you.
10. Whenever in your discretion you consider it necessary for your
protection, or in the event that one or more of the undersigned by judicially
declared incompetent, or dies, or a petition in bankruptcy or for the
appointment of a receiver is filed by or against one or more of the undersigned,
or an assignment is made by one or more of the undersigned for the benefit of
creditors, or an attachment is levied against one or more of the undersigned's
accounts, or the collateral deposited to protect the undersigned's account is
determined by you in your absolute and uncontrolled discretion, and regardless
of current market quotations, to be inadequate to properly secure the account,
then, in any such case, any one of which shall be a default hereunder, you are
authorized to close out the account in whole or in part and in connection
therewith you may sell any or all the securities and commodities or other
property which may be in your possession, or which you may be carrying for the
undersigned, or you may buy in any securities, commodities or property of which
the account or accounts of the undersigned may be short, or cancel any
outstanding orders in order to close out the account or accounts of the
undersigned in whole or in part in order to close out any commitment made on
behalf of the undersigned. Such sale,
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<PAGE> 3
purchase or cancellation may be made according to your judgement and may be
made, at your discretion, on the exchange or other market where such business is
then usually transacted, or at public auction or at private sale without
advertising the same and without notice to the undersigned or to the personal
representatives of the undersigned, and without prior tender, demand or call of
any kind upon the undersigned or upon the personal representative of the
undersigned, and you may purchase the whole or any part thereof free from any
right of redemption, and the undersigned shall remain liable for any deficiency;
it being understood that a prior tender, demand or call of any kind from you, or
prior notice from you, of the time and place of such sale or purchase shall not
be considered a waiver of your right to sell or buy any securities and/or
commodities and/or other property held by you, or owed you by the undersigned,
at any time without prior tender, demand, call or notice. All costs and expenses
of such transaction(s), including commissions and transfer and stamp taxes,
shall be charged to the undersigned.
11. The undersigned understands that you require the maintenance of
certain margin levels in said accounts and that you may, in your discretion,
periodically increase or decrease such requirements. The undersigned will at all
times maintain margins for said accounts in accordance with the then existing
maintenance requirements.
12. You may at any time terminate any accounts of the undersigned with
you and thereupon all amounts advanced by you and other balances owing, with
interest at the current rate, and any and all commissions due under your current
rate schedule, shall be immediately due and payable upon demand. The undersigned
undertakes, at any time upon your demand, to discharge obligations of the
undersigned to you, including obligations with respect to any account guaranteed
by the undersigned, or, in the event of a closing of any account of the
undersigned in whole or in part by you or the undersigned, and/or a similar
closing of any account guaranteed by the undersigned, to pay the deficiency, if
any, and the undersigned agrees to reimburse you for any costs or expenses
incurred by you in collecting such amounts, including reasonable attorney's
fees. No oral agreement or instructions to the contrary shall be recognized.
13. All transactions for or in connection with the account of the
undersigned shall be deemed to be included in a single account notwithstanding
the fact that such transactions may be segregated on your records into separate
accounts, either severally or jointly with others; and at any time and from time
to time, in your discretion, you may without notice to the undersigned, apply
and/or transfer any or all monies, securities, commodities and/or other property
of the undersigned interchangeably between any accounts of the undersigned or
from any of the undersigned's accounts to any account guaranteed by the
undersigned (other than from Regulated Commodity Accounts.)
14. When placing with you any sell order for short account, the
undersigned will designate it as such and hereby authorizes you to mark such
order as being "short", and when placing with you any order for long account,
will designate it as such and hereby authorizes you to mark such order as being
"long". Any sell order which the undersigned shall designate as being for long
account as above provided, is for securities then owned by the undersigned and,
if such securities are not then
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<PAGE> 4
deliverable by you from any account of the undersigned, the placing of such an
order shall constitute a representation by the undersigned that he will deliver
them forthwith. Further, in case of the sale of any security, commodity or other
property by you at the direction of the undersigned and your inability to
deliver the same to the purchaser by reason of failure of the undersigned to
supply you therewith in deliverable form subject to no restrictions on transfer,
then and in such event the undersigned authorizes you, in your discretion to
borrow or buy in any security, commodity, or other property necessary to make
delivery thereof, and the undersigned hereby agrees to be responsible for any
loss which you may sustain thereby and any premiums which you may be required to
pay thereon, and for any loss which you may sustain by reason of your inability
to borrow or as a result of your buy in of such security, commodity or other
property sold.
15. In all transactions between you and the undersigned, the
undersigned understands that you are acting as the brokers of the undersigned,
except when you disclose to the undersigned by your formal confirmation or
otherwise in writing that you are acting, with respect to a particular
transaction, as dealers for your own account or as broker for some other person.
You may employ sub-brokers or other agents, as your agents or as agents of the
undersigned, in connection with the execution of any order or the consummation
of any other transaction hereunder, and you shall be responsible only for
reasonable care in their selection.
16. Reports of the execution of orders and statements of the accounts
of the undersigned shall be conclusive if not objected to in writing at once.
17. Communications may be sent to the undersigned at the address of the
undersigned indicated on the last page of this Agreement or at such other
address as the undersigned may hereafter give you in writing, and all
communications so sent, whether by mail, telegraph, messenger or otherwise,
shall be deemed given to the undersigned personally, whether actually received
or not.
18. The provisions of this Agreement shall in all respects be construed
according to, and the rights and liabilities of the parties hereto shall in all
respects be governed by the laws of the State of Illinois.
19. The provisions of this Agreement shall be continuous and shall
cover individually and collectively all accounts which the undersigned may open
or reopen with you and shall enure to the benefit of yourselves, your successors
and assigns and shall be binding upon the undersigned, and/or the estate,
executors, administrators and assigns of the undersigned.
20. Any order given to you by the undersigned shall be binding upon the
undersigned and his personal representative until you have actual notice of his
death and notice thereof shall not in any way affect your rights under this
Agreement to take any action which you could have taken if the undersigned had
not died.
21. You shall not be liable for refusing to obey any orders given by or
for the undersigned with respect to an account(s) which has or have been the
subject of attachment or sequestration in any legal proceeding against the
undersigned, and you shall be under no obligation to contest the validity of any
such attachment or sequestration.
22. The undersigned agrees to indemnify and to hold you harmless from
any loss, damage or liability arising out of any transaction in which you act,
directly or indirectly as agent of the undersigned, absent any willful or
grossly negligent conduct.
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<PAGE> 5
23. Should any valid federal or state law or final determination of any
administrative agency or court of competent jurisdiction affect any provision of
this Agreement, the provision or provisions so affected shall be automatically
conformed to the law or determination and otherwise this Agreement shall
continue in full force and effect.
24. The undersigned understands in connection with this Agreement an
investigation may be made whereby information is obtained through personal
interviews with neighbors, friends or others with whom he is acquainted. This
inquiry includes information as to his character, general reputation, personal
characteristics and mode of living. The undersigned has the right to make a
written request within a reasonable period of time for a complete and accurate
disclosure of additional information concerning the nature and scope of this
investigation.
25. Arbitration Disclosures
Arbitration is final and binding on all parties.
The parties are waiving their right to seek remedies in court, including the
right to jury trial.
Pre-arbitration discovery is generally more limited than and different from
court proceedings.
The arbitrator's award is not required to include factual findings or legal
reasoning and any party's right to appeal or seek modification of rulings by the
arbitrators is strictly limited.
The panel of arbitrators will typically include a minority of arbitrators who
were or are affiliated with the securities industry.
It is agreed that any claim, dispute or controversy between us or involving any
affiliate of Kemper Securities, Inc. shall be submitted to arbitration conducted
under (i) the provisions of the Constitution and Rules of the Board of Governors
of the New York Stock Exchange, Incorporated as to any matter, or (ii) with
respect to transactions effected on any other stock exchanges, under the
arbitration rules of such stock exchange, or (iii) pursuant to the code of
Arbitration procedures of the National Association of Securities Dealers,
Incorporated, as the undersigned may elect. The award of the arbitrators will be
final and judgement upon the award rendered may be entered in any court, state
or federal, having jurisdiction. Copies of such arbitration rules may be
obtained from Kemper Securities, Inc., or any such organization.
Arbitration must be commenced by service upon the other party of a written
demand for arbitration or a written notice of intention to arbitrate, therein
electing the arbitration tribunal. In the event the undersigned does not much
such election within five (5) days of such demand notice, then the undersigned
authorizes you to do so on behalf of the undersigned.
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<PAGE> 6
Credit Terms in Margin Transactions
A finance charge is made by Kemper Clearing Corp. ("KCC") for
extensions of credit to its customers for the purposes of enabling them to
purchase, carry or trade in any security. These finance charges are described in
KCC's monthly statements as "interest". The following is a statement concerning
the method of computation of total finance charges on credit extended to
customers.
A. The annual rate of the interest charged on net debit balances is
computed at a select rate above the brokers call money rate. The
brokers call money rate is the rate banks charge securities brokers. A
higher charge may be levied against an account depending on various
factors such as the evaluation of the commission income generated by
the account, the service required for the account, etc.
B. Interest charges will be calculated monthly on the adjusted debit
balance in an account using a 360 day year basis. Interest charged is
calculated on a settlement date basis.
C. Interest rates will be changed without notice to the customer in
accordance with changes in the brokers call money rate. Interest is
charged monthly, just prior to the statement date.
D. The daily net balance is determined by combining the daily closing
statement balances in all general (margin) accounts with any free
credit balance in cash accounts.
E. Any mark-to-the-market as a result of a short position, i.e. any credit
that appears in a statement due to short sales (including short sales
against the box) will be used to reduce any debit balance. Since KCC
must borrow the same security in order to deliver it to the buying
broker, this credit is not available to the customer. Therefore, on a
daily basis, the market value of a short sale is debited against the
margin balance in order to arrive at the adjusted debit balance for
interest purposes. The daily closing price is used to determine any
appreciation or depreciation of a security sold short which will, in
turn, adjust the daily net balance. This practice is known as
"marking-to-the-market".
F. The amount of interest charges is based on the following formula:
Adjusted Debit Balance Rate Number of Days
---------------------- ---- --------------
1 X 100 X 360
G. An interest charge (as described in A.) will be charged on all
prepayments resulting from proceeds of sales which are paid to the
customer prior to settlement date of the trade for which negotiable
securities have been received.
H. To the extent permitted by applicable law, all securities in all
accounts are collateral for any debit balances in account with KCC. A
lien is created by these debits to secure the amount of money owed KCC.
In accordance with the terms of the General Account Agreement which is
signed below, securities in accounts can be sold to reduce or liquidate
entirely any debit balances in accounts. The customer may be required
to deposit additional collateral in accordance with the rules and
regulations of the appropriate regulatory bodies and internal
requirements. KCC reserves the right to require additional collateral
at any time it is deemed desirable.
I. The net debit balance in an account may be paid in full at any time,
thereby avoiding further interest charges.
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<PAGE> 7
J. The undersigned has read the foregoing in its entirety before signing.
Questions about interest charges should be directed to the Investment
Broker.
BY SIGNING THIS AGREEMENT, I ACKNOWLEDGE THAT MY SECURITIES MAY BE LOANED TO YOU
OR LOANED OUT TO OTHERS TO THE EXTENT PERMITTED BY APPLICABLE LAWS AND
REGULATIONS.
THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE SET FORTH IN PARAGRAPH
25 ABOVE. BY MY SIGNATURE BELOW, I ACKNOWLEDGE THAT I HAVE READ AND AGREE TO BE
BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT I HAVE RECEIVED
A COPY OF THIS AGREEMENT.
/s/ Richard M. Osborne
- ------------------------------------------ ----------------------------------
Dated Signature
/s/ E. Tammy Daye /s/ Richard M. Osborne
- ------------------------------------------ ----------------------------------
Witness Signature
Turkey Vulture Fund XIII Ltd. WYO7-7905-7985
- ------------------------------------------ ----------------------------------
Account Name Branch I. D. & Account Number
- ------------------------------------------ ----------------------------------
Home Address
/s/ David Van Duesen
- ------------------------------------------ ----------------------------------
Investment Broker's Signature
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