<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
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 Rule 14a-11(c) or Rule 14a-12.
Energy West, Incorporated
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(Name of Registrant as Specified in Its Charter)
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
AND PROXY STATEMENT
ENERGY WEST, INCORPORATED
November 20, 2000
Dear Shareholders,
The Board of Directors joins me in extending to you a cordial invitation to
attend the 2000 Annual Meeting of Shareholders of ENERGY WEST Incorporated (the
Company). The meeting will be held on: Tuesday, December 12, 2000 at 11:00 A. M.
Mountain Standard Time in the Missouri Room at the Civic Center, located at Park
Drive and Central Avenue, 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 November 15, 2000, 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
ENERGY WEST INCORPORATED
No. 1 First Avenue South,
P.O. Box 2229
Great Falls, Montana 59403-2229
<PAGE> 3
GENERAL INFORMATION
The accompanying proxy is being solicited by the Board of Directors of ENERGY
WEST Incorporated (the "Company"), a Montana corporation, for the Annual Meeting
of Shareholders to be held on December 12, 2000 at 11:00 A. M. Mountain Standard
Time, in the Missouri Room of the Civic Center, located at Park Drive and
Central Avenue 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, 2000 are being mailed on or about
November 20, 2000 to all shareholders of record on November 15, 2000. 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 December 11, 2000, 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 November 15, 2000 may vote at the meeting or any
adjournment thereof.
As of November 17, 2000, 2,495,818 shares of Common Stock of the Company were
issued and outstanding, 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 seven
times since the last annual meeting held November 18, 1999. All of the eight
incumbent members of the Board are standing for reelection.
ELECTION OF DIRECTORS
The following persons have been nominated to serve one year terms or until their
successors are elected and have qualified:
Andrew Davidson, Larry D. Geske, David A. Flitner, Thomas N. McGowen, Jr ,
G. Montgomery Mitchell, George D. Ruff, Richard J. Schulte, Dean A. South.
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,
<PAGE> 4
under the conditions stated in "General Information," page 1, 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 14, 2000. The Board of Directors recommends approval of each nominee.
INFORMATION ABOUT DIRECTORS AS OF SEPTEMBER 14, 2000 APPEARS BELOW:
Andrew Davidson (33) has been a Director of the Company since 1999. He is Vice
President and Portfolio Manager for Davidson Investment Advisors (previously
known as Financial Aims Company) and a Financial Consultant for D. A. Davidson &
Company. He has served in both capacities since 1993. Mr. Davidson is the son of
Ian Davidson, an 18 percent shareholder of the Company.
David A. Flitner (67) has been a Director of the Company since 1988. Mr. Flitner
is owner of the Flitner Ranch and Hideout Adventures, Inc., a recreational
enterprise.
Larry D. Geske (61) 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.
Thomas N. McGowen, Jr. (74) 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.
G. Montgomery Mitchell (72) 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. Mr. Mitchell is
a Director of Energy South, Inc.
George D. Ruff (62) has been a member of the Board of Directors since November
1996. Mr. Ruff served as Vice-President of Montana Operations for U. S. West
from June of 1983 until his retirement in 1997. He is a director of Wells Fargo
Bank (formerly Norwest Bank), the Montana Taxpayers Association and the Montana
Chamber Foundation Board.
Dean A. South (57) has been a Director of the Company since August of 1996. He
currently ranches north of Helena, Montana. Mr. South retired as Vice President
of Western Operation for Heritage Propane Corporation 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.
Richard J. Schulte (60) has been a Director of the Company since 1997. Mr.
Schulte is a principal in Schulte Associates LLC, a consulting firm providing
management services to energy related businesses. Mr. Schulte was formerly
President of International Approval Services, Inc and Senior Vice President of
Laboratories for the American Gas Association. He also serves as the Vice
Chairman of the American Society for Testing and Materials (ASTM).
THE BOARD AND COMMITTEES OF THE BOARD
The Company has a Compensation Committee consisting of Messrs. McGowen, Flitner
and Ruff. 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 consisting, during the fiscal year, of
Messrs. Mitchell, South, Schulte and Davidson. The Audit Committee met four
times during the year and has responsibility for 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 appointed by and serve
at the discretion of the
<PAGE> 5
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:
Annual Retainer $4,000 per year;
Board Meeting Fee $1,250 per Meeting;
Committee Meeting $450 per Committee Meeting held on a
different day as a full Board
Meeting and $250 for each Committee Meeting
held on the same day as a Board Meeting.
For Board or Committee meetings held by telephone conference, the rate is one
half the regular rate indicated. 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 percentage of
compensation paid to the CEO under the management incentive plan. For example,
if the CEO is paid an incentive under the management incentive plan of 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. No shares
were issued to Directors as a result of the plan for the fiscal year ending June
30, 2000 since the CEO did not receive an incentive for that period under the
management incentive plan.
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 September 30, 2000 (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 (where applicable) Number of shares of Stock Percent of
Of Beneficial Owner Beneficially Owned Ownership
<S> <C> <C>
Ian Davidson
#8 3rd St. N.
Great Falls, Mt 443,758 18 %(a)
Turkey Vulture Fund XIII, Ltd.,
7001 Center St.
Mentor Ohio 154,000 6.2%
Cedar Grove Cemetery Association
P.O. Box 228,
Flushing New York 121,700 5 %
Larry Geske
#1 1st Ave S.
Great Falls, Mt 124,814 5 %(b)(c)(d)
Andrew Davidson 26,318 *
David Flitner 4,932 *
Thomas N. McGowen, Jr. 4,773 *
G. Montgomery Mitchell 13,220 *
George Ruff 5,330 *
</TABLE>
<PAGE> 6
<TABLE>
<S> <C> <C>
Richard Schulte 4,703 *
Dean South 1,145 *
John C. Allen 16,227(c)(d)(e) *
Edward Bernica 11,720(c)(d)(e) *
Tim Good 20,289(c)(d)(e) *
All Directors and Executive Officers as a group
(16 in number) 294,116 28 %(c)(d)(e)
</TABLE>
* Less than 5%.
(a) Shares shown as owned by Ian Davidson are owned in joint tenancy with rights
of survivorship with his wife. Mr. and Mrs. Davidson have sole power to vote
and to dispose of the shares.
(b) The shares total shown for Mr. Geske includes 6,000 shares owned by Mr.
Geske's wife.
(c) The sums shown above also include allocated shares of the Employee Stock
Ownership Plan in the following amounts respectively: for Mr. Geske 15,392,
for Mr. Bernica 1,126, for Mr.Good 6,783 and 49,421 for all executive
officers as a group (8 individuals).
(d) Amounts include stock options granted to the following, to Mr. Geske,
options to purchase 10,000 shares of which 8,000 shares will be exercisable
on the date of the annual meeting; to Mr. Bernica, options to purchase 9,820
of which 6,928 will be exercisable as of the date of the annual meeting; to
Mr. Good options to purchase 4,000 shares of which 1,600 will be exercisable
as of the date of the annual meeting. For the executive officers as a group
44,820 options have been granted, of which 30,028 will be exercisable at the
date of the annual meeting.
(e) The Company also provides a match in the form of stock for 10% of employee
contributions to the Company's Retirement Savings Plan (401k). The named
officers beneficially own the respective amounts shown below with their
respective account balances in that plan: Mr. Geske, 194; Mr. Bernica, 177;
and Mr. Good, 184. For the group of named officers the total held in the
Plan is 1,502.
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.
Since the last annual meeting, Mr. Quast, Mr. Allen and Ms. Rice were all late
in filing one form 4 each. The transactions requiring the filings have all been
disclosed on form 5 for each of these individuals.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
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.
2. The Committee believes it must provide a compensation package that is
competitive in the marketplace with other comparable companies.
3. The Committee encourages decision-making that enhances shareholder
value. The Committee believes that this objective is met by linking
executive pay to corporate performance.
The committee believes the various compensation plans it employs achieve the
above stated objectives. The plans just referred to are summarized below.
<PAGE> 7
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. Incentive awards have traditionally ranged from
12% to 50% of base salary. In 1999 the Compensation Committee approved a Long
Term Incentive Plan that provided a total incentive pool of $600,000 for
achievement of certain objectives measured by earnings per share and/or stock
price.
Payments under the Plan would be made at the close of fiscal years 2000, 2001
and 2002 if the objectives of the Plan were achieved. No amounts have been paid
out under this plan at the date of this writing since the objectives have not,
as yet, been achieved. 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 predetermined Economic Value Added (EVA) goal. 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 (dividends and stock price appreciation). It is designed
to be equivalent to 3% of base compensation each year if the Company's growth in
total return is commensurate with the total return growth of 7.93%, which was
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. In September of
1999, the Company adopted a Change of Control Severance Plan that requires
severance payments to employees whose employment is terminated as a result of a
change of control. This plan covers executive officers as well as most other
employees of the Company. The Plan requires payment of two weeks of base salary
for every year of service with a minimum payment of three months and a maximum
of one year of base salary for officers of the Company.
In September of 2000, the Board adopted a Retention Bonus Plan under which $1.5
million dollars was authorized by the Board of Directors for allocation by the
CEO to key employees, including the executive officers who would be paid a cash
incentive for continued employment if there is change of control of the Company.
The CEO is eligible to receive a bonus of $225,000 and the executive officers
are eligible to receive bonuses ranging from $30,000 to $225,000 in the event of
a change of control.
MEMBERS OF THE COMPENSATION COMMITTEE:
Thomas N. McGowen, Jr., Chairman; David A. Flitner, George D. Ruff
<PAGE> 8
The table following sets forth the cash compensation of the Chief Executive
Officer and 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
----------------------------------------------------------------------------------------------------------------------------
Securities LTIP All Other
Name and Principal Position Year Salary Bonus Underlying Payouts Compensation
Options
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Larry D. Geske
President & Chief Executive Officer 2000 117,122 0 10,000 (1) 13,475 (3) 16,854 (2)
----------------------------------------------------------------------------------------------------------------------------
1999 114,967 9,518 10,000 (1) 20,851 (3) 18,774 (2)
----------------------------------------------------------------------------------------------------------------------------
1998 109,970 40,596 10,000 (1) 0 13,158 (2)
----------------------------------------------------------------------------------------------------------------------------
Edward Bernica
Chief Operating Officer and
Chief Financial Officer 2000 104,836 0 9,820 (1) 14,825 (2)
----------------------------------------------------------------------------------------------------------------------------
1999 97,760 8,092 14,820 (1) 18,414 (2)
----------------------------------------------------------------------------------------------------------------------------
1998 90,801 36,787 10,000 (1) 12,798 (2)
----------------------------------------------------------------------------------------------------------------------------
Tim Good
Vice President of
Natural Gas Division 2000 94,041 11,936 4,000 (1) 13,807 (2)
----------------------------------------------------------------------------------------------------------------------------
1999 92,057 10,520 4,000 (1) 14,105 (2)
----------------------------------------------------------------------------------------------------------------------------
1998 90,801 11,302 3,600 (1) 14,163 (2)
----------------------------------------------------------------------------------------------------------------------------
</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 the
10,000 shares attributed to Mr. Geske 8,000, 6,000 and 4,000 were exercisable
for the respective fiscal years 2000, 1999, and 1998 respectively. For Mr.
Bernica, the options exercisable at the end of each fiscal year were 9,964,
7,000, and 6,000 respectively. For Mr. Good, the options exercisable at the end
of each fiscal year were 800, 3,600 and 7,280 respectively.
(2) Includes amounts contributed to the Energy West Money Purchase Defined
Contribution Plan on behalf of Mr. Geske in the following amounts for the fiscal
years 2000, 1999 and 1998 of $12,663, $15,556 and $10,970 respectively; on
behalf of Mr. Bernica, $11,293, $13,454 and $9,080 respectively; on behalf of
Mr. Good $10,456, $10,754 and $10,138 respectively. With regard to the Energy
West Employee Stock Ownership Plan, for those three fiscal years, Mr. Geske
received the following contributions: $2,750, $4,485 and $3,195 respectively;
Mr. Bernica received $2,453, $3,879 and $2,638 respectively; and Mr. Good
received $2,271, $3,100 and $2,945 respectively. Contributions to that plan are
expressed here in dollars but actual contributions to the plan are converted
into stock. "Other Compensation" 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 Mssrs. Bernica and Good, the amounts were $1,080 in each
year.
(3) Represents amounts received by Mr. Geske pursuant to the CEO Deferred
Compensation Plan.
<PAGE> 9
The following graph sets forth the cumulative total shareholder return (assuming
reinvestment of dividends) to shareholders of ENERGY WEST Incorporated during
the five year period ended June 30, 1999, as well as an overall stock market
index (S&P 500 Index) and the peer group index (S&P Utility Index).
[OBJECT OMITTED]
<TABLE>
<CAPTION>
LAST FISCAL YEAR-END OPTION VALUES
Number of Unexercised Value of unexercised in the
Options at fiscal year-end money options at fiscal year-end
Name (#) Exercisable/Unexerciseable ($) Exercisable/Unexercisable
------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Larry Geske 8,000/2,000 0/0
Edward Bernica 9,820/3,892 0/0
Tim Good 4000/2,400 0/0
------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) All options currently outstanding are exercisable as follows: 20% in the
year of grant, 40% the following year; 60% the next year; 80% the next year
thereafter and 100% beginning with the fourth anniversary of the grant.
(2) The value is ascertained using the Black-Scholes valuation model including
the following assumptions: market price of stock --9.187; exercise price of
option--9.187; annualized risk free interest rate--6.33%; five year option term;
a stock price volatility of .187 and an expected dividend yield of 5.15%.
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed Ernst & Young LLP, as independent public
accountants for the Company, to examine the Company's financial statements for
the current year ending June 30, 2001 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,
2000, 1999 and 1998 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.
<PAGE> 10
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 AS AUDITORS
FOR FISCAL YEAR 2001.
STOCKHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
In order for proposals for stockholders to be considered for inclusion in the
proxy statement for the 2000 Annual Meeting of Shareholders of ENERGY WEST, such
proposals must be received by the Secretary of ENERGY WEST before July 12, 2001.
YOUR IMMEDIATE ATTENTION TO COMPLETING AND MAILING THIS PROXY
WILL BE GREATLY APPRECIATED.
Dated: November 20, 2000
By Order of the Board of Directors, Great Falls, Montana
John C. Allen, Corporate Secretary (406) 791-7503
<PAGE> 11
PROXY
ENERGY WEST INCORPORATED
Proxy for the Annual Meeting to be held December 12, 2000 at 11:00 A.M., M.S.T
in the Missouri Room of the Great Falls Civic Center in 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 December 12, 2000 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 December 12, 2000, and ending with the 2001 annual
meeting to be held in November 2001.
The Nominees are as follows:
Andrew 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: ___________________, 2000
Signatures:
-----------------------------------------
-----------------------------------------
Where shares are jointly held, each holder should sign. Executors,
administrators, trustees and guardians should give full title as such. If signer
is a corporation, please sign the full corporate name by an authorized officer.
PLEASE SIGN AND RETURN IN THE ENCLOSED POSTAGE-PAID ENVELOPE
