SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNE 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 0-14183
ENERGY WEST INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MONTANA 81-0141785
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1 FIRST AVENUE SOUTH, GREAT FALLS, MONTANA 59401
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
(406) 791-7500
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK, $0.15 PAR VALUE
(TITLE OF CLASS)
Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of September 20, 2000: Common Stock, $.15 Par Value - $17,410,759.
The number of shares outstanding of the issuer's classes of common stock as of
September 20, 2000: Common Stock, $.15 Par Value - 2,476,105 shares.
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
Energy West Incorporated (the "Company") hereby amends Items 10, 11, 12 and
13 of Part III of its Annual Report on Form 10-K, which was filed with the
Securities and Exchange Commission on September 28, 2000.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY.
The following table sets forth the names and ages of, and the positions and
offices within the Company presently held by, all executive officers and
directors of the Company:
Name Age Position
- ---- --- --------
Larry D. Geske 61 President and Director since 1978; appointed Chief
Executive Officer in 1979
Edward J. Bernica 51 Executive Vice-President, Chief Operating Officer
and Chief Financial Officer since March 1999;
Vice-President and Chief Financial Officer since
October 1994
William J. Quast 61 Vice-President and Treasurer and Assistant
Secretary since July 1, 2000, Vice-President and
Manager of Montana Operations of Energy West, Inc
and Assistant Secretary since July 1998
Tim A. Good 55 Vice-President and Manager of Energy West's
Natural Gas Utility business units since July 1,
2000, Vice-President and Manager of the Energy
West Wyoming since 1988
Sheila M. Rice 53 Vice-President of Marketing and Communications
for Energy West, Inc. since July 1998;
Vice-President and Division Manager of the EWM -
Great Falls division since April 1993.
John C. Allen 49 Vice-President of Human Resources and General
Counsel and Secretary since 1992; Corporate
Counsel and Secretary since 1988.
Steven G. Powers 52 Assistant Vice-President and Manager of Energy
Marketing/Wholesale Supply/Transportation since
July 1, 2000, Assistant Vice-President and Manager
of Energy West Resources since August 1997.
Prior to joining Energy West , Mr. Powers held the
position of vice President of Marketing and
Trading at Plains Resources.
Douglas R. Mann 53 Vice-President and Manager of Energy West's Retail
Propane business units since July 1, 2000,
Vice-President of Energy West, Incorporated since
February 1999, Broken Bow Gas and Energy West
Propane - Arizona divisions since 1995.
George D. Ruff 62 Director since 1996
Thomas N. McGowen, Jr. 74 Director since 1978
G. Montgomery Mitchell 72 Director since 1984
Dean South 57 Director since 1996
David A. Flitner 67 Director since 1988
Richard J. Schulte 60 Director since 1997
Andrew Davidson 33 Director since 1999
Larry D. Geske has been President and Chief Executive Officer of the Company
since 1979.
Mr. Edward J. Bernica Has held the position of Executive Vice
President and Chief Operating Officer and Chief Financial Officer since March of
1999. He held the position of Vice President and Chief Financial Officer at the
Company from 1994 until his appointment to his current position.
William J. Quast has been Vice-President, Treasurer, Controller and Assistant
Secretary since 1988., Vice-President and Division Manager of the Montana
Operations since 1998.
Tim A. Good has held the position of Vice-President for Natural Gas Operations
Since July 1, 2000. Prior to that appointment Mr. Good held the position of Vice
President and Division Manager of the Wyoming Division of Energy West Sheila M.
Rice has held the position of Vice-President of Marketing and Communications
since 1998. Prior to that appointment she held the position of Vice President
and Division Manager for the Energy West Montana Division.
John C. Allen has held the position of General Counsel and Vice-President of
Human Resources and Secretary l since 1992 and previously served the Company as
Corporate Counsel and Corporate Secretary.
Steven G. Powers has held the position of Assistant Vice-President and Manager
of Energy Marketing/Wholesale Supply/Transportation for Energy West Resources
since August of 1997. Prior to joining Energy West Resources, Mr. Powers held
the position of vice President of Marketing and Trading at Plains Resources]
Douglas R. Mann has held the position of Vice-President and Manager of Energy
West Propane since July 1, 2000. Prior to that appointment he held the position
of Vice President and Manager of the Arizona Division for Energy West.
George D. Ruff has been a Director of the Company since 1996. Mr. Ruff retired
as Vice-President of Montana Operations for U.S. West, Inc. He held that
position from June 1983 until his retirement in 1997. He is a director of
Norwest Bank, the Montana Taxpayers Association and is a Director of the Montana
Chamber Foundation Board.
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. Mr. McGowen is also a Director of Federal Signal
Corporation.
G. Montgomery Mitchell has been a Director of the Company since 1984. Mr.
Mitchell was a 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.
Dean South has been a Director of the Company since 1996. Mr. South currently
ranches north of Helena, Montana. Mr. South has been active in the management of
propane distribution companies for most of his career David A. Flitner has been
a Director of the Company since 1988. Mr. Flitner is owner of the Flitner Ranch
and Hideout Adventures, Inc., a recreational enterprise.
Richard J. Schulte has been a Director of the Company since 1997. He is a
principal in Schulte Associates LLC, a consulting firm providing management,
marketing, restructuring and planning services to energy related businesses. Mr.
Schulte was formerly President of International Approval Services, Inc.; and
Senior Vice President Laboratories for the American Gas Association. Andrew
Davidson has been a Director of the Company since 1999. Mr. Davidson is
Vice-President and Portfolio Manager for Financial Aims Corporation and a
Financial Consultant for D. A. Davidson & Company. He has served in both
capacities since 1993.
Each director has been elected to serve a one year term or until such time as
his successor is elected and qualified.
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.
For the fiscal year ended June 30, 2000, Mr. Quast, Mr. Allen and Ms. Rice were
all late in filing one Form 4 each.
ITEM 11. EXECUTIVE COMPENSATION.
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.
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
Company 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
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.
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation
------------------- ----------------------
Securities All Other
Name and Principal Position Year Salary Bonus Underlying Options LTIP Payouts Compensation
- --------------------------- ---- ------ ----- ------------------ ------------ ------------
Larry D. Geske
President and 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) - 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)
[FN]
(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. No stock options
were granted in fiscal year 2000.
(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 $1,080 in each
year.
(3) Represents amounts received by Mr. Geske pursuant to the CEO Deferred
Compensation Plan.
</FN>
LAST FISCAL YEAR-END OPTION VALUES
Number of Unexercised Options Value of Unexercised In-the-Money
at Fiscal Year End (#) Options at Fiscal Year End ($)
Name Exercisable/Unexercisable Exercisable/Unexercisable
- ---- ------------------------- -------------------------
Larry Geske 8,000/2,000 0/0
Edward Bernica 9,820/3,892 0/0
Tim Good 4000/2,400 0/0
[FN]
(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%.
</FN>
DIRECTOR COMPENSATION
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 the Company's 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.
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).
[PERFORMANCE GRAPH OMITTED]
ENERGY WEST S&P 500 INDEX S&P UTILITY INDEX
June 30, 1995 $100.00 $100.00 $100.00
June 30, 1996 $101.55 $125.99 $123.72
June 30, 1997 $110.11 $169.68 $130.48
June 30, 1998 $121.04 $220.84 $169.94
June 30, 1999 $127.39 $271.10 $184.58
June 30, 2000 $125.39 $290.75 $191.75
ITEM 12. 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.
Name and Address (where applicable) Number of Shares of Stock
Of Beneficial Owner Beneficially Owned Percent of Ownership
------------------- ------------------ --------------------
Ian Davidson 443,758 18% (a)
#8 3rd St. N.
Great Falls, Mt
Turkey Vulture Fund XIII, Ltd., 154,000 6.2%
7001 Center St.
Mentor Ohio
Cedar Grove Cemetery Association 121,700 5%
P.O. Box 228,
Flushing New York
Larry Geske 124,814 5% (b)(c)(d)
#1 1st Ave S.
Great Falls, Mt
Andrew Davidson 26,318 *
David Flitner 4,932 *
Thomas N. McGowen, Jr. 4,773 *
G. Montgomery Mitchell 13,220 *
George Ruff 5,330 *
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 294,116 28% (c) (d) (e)
as a group(16 in number)
* Less than 5%.
[FN]
(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 4,820
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.
</FN>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
There are no transactions with management or others, or business relationships
with others, that require disclosure under Item 404 of Regulation S-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized this 28th day of
February, 2001.
ENERGY WEST INCORPORATED
By:/s/ Larry D. Geske
Larry D. Geske
President and Chief Executive Officer
and Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Larry D. Geske President and Chief Executive February 28, 2001
Larry D. Geske Officer and Chairman of the
Board (Principal Executive Officer)
Executive Vice-President, Chief
/s/ Edward J. Bernica Operating Officer and Chief February 28, 2001
Edward J. Bernica Financial Officer (Principal Financial
and Accounting Officer)
- -----------------------------
Andrew Davidson Director
/s/ Thomas N. McGowan, Jr.
Thomas N. McGowan, Jr. Director February 28, 2001
/s/ G. Montgomery Mitchell
G. Montgomery Mitchell Director February 28, 2001
- -----------------------------
George D. Ruff Director
/s/ David A. Flitner
David A. Flitner Director February 28, 2001
/s/ Dean South
Dean South Director February 28, 2001
/s/ Richard J. Schulte
Richard J. Schulte Director February 28, 2001
EXHIBIT INDEX
EXHIBITS
- --------
3.1 Restated Articles of Incorporation of the Company, as amended to date
(previously filed).
3.2 Bylaws of the Company, as amended to date (previously filed).
4.1 Form of Indenture (including form of Note) relating to the Company's Series
1993 Notes (incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement on Form S-2, File No. 33-62680).
4.2 Loan Agreement, dated as of September 1, 1992, relating to the Company's
Series 1992A and Series 1992B Industrial Development Revenue Bonds
(incorporated by reference to Exhibit 4.2 to the Company's Registration
Statement on Form S-2, File No. 33-62680).
10.1 Credit Agreement dated as of January 18, 1995, by and between the Company
and Norwest Bank Great Falls, National Association (previously filed).
10.2 Amendment dated April 17, 1996 to Credit Agreement dated as of January 18,
1995, by and between the Company and Norwest Bank Montana, National
Association (previously filed).
10.3 Amendment dated November 7, 1996 to Credit Agreement dated as of January
18, 1995, the Company and Norwest Bank Montana, National Association
(previously filed).
10.4 Promissory Note dated November 7, 1996, issued to Norwest Bank Montana,
National Association (previously filed).
10.5 Credit Agreement dated as of February 12, 1997, by and between the Company
and First Bank Montana, National Association (previously filed).
10.6 Delivered Gas Purchase Contract dated February 23, 1997, as amended by that
Letter Amendment Amending Gas Purchase Contract dated March 9, 1982; that
Amendment to Delivered Gas Purchase Contract applicable as of March 20,
1986; that Letter Agreement dated December 18, 1986; that Letter Agreement
dated April 12, 1988; that Letter Agreement dated April 28, 1992; that
Letter Agreement dated March 14, 1996; that Letter Agreement dated April
15, 1996; a second Letter Agreement dated April 15, 1996; that Letter dated
February 18, 1997; and that Letter dated April 1, 1997, transmitting a
Notice of Assignment effective February 26, 1993 (previously filed).
10.7 Delivered Gas Purchase Contract dated December 1, 1985, as amended by that
Letter Agreement dated July 1, 1986; that Letter Agreement dated November
19, 1987; that Letter Agreement dated December 1, 1988; that Letter
Agreement dated July 30, 1992; that Assignment Conveyance and Bill of Sale
effective as of January 1, 1993; that Letter Agreement dated March 8, 1993;
that Letter Agreement dated October 21, 1993; that Letter Agreement dated
October 18, 1994; that Letter Agreement dated January 30, 1995; that Letter
Agreement dated August 30, 1995; that Letter Agreement dated October 3,
1995; that Letter Agreement dated October 31, 1995; that Letter Agreement
dated December 21, 1995; that Letter Agreement dated April 25, 1996; that
Letter Agreement dated January 29, 1997; and that Letter dated April 11,
1997 (previously filed).
10.8 Natural Gas Sale and Purchase Agreement dated July 20, 1992 between Shell
Canada Limited and the Company, as amended by that Letter Agreement dated
August 23, 1993; that Amending Agreement effective as of November 1, 1994;
and that Schedule A Incorporated Into and Forming a Part of That Natural
Gas Sale and Purchase Agreement, effective as of November 1, 1996
(previously filed).
10.9 Employee Stock Ownership Plan Trust Agreement (incorporated by reference to
Exhibit 10.2 to Registrant's Registration Statement on Form S-1, File No.
33-1672).*
EXHIBITS
- --------
10.10 1992 Stock Option Plan (previously filed).*
10.11 Form of Incentive Stock Option under the 1992 Stock Option Plan
(previously filed).*
10.12 Management Incentive Plan (previously filed).*
21.1 Subsidiaries of the Company (previously filed).
23.1 Consent of Independent Auditors (previously filed).
27.1 Financial Data Schedule (previously filed).
*A management contract or compensatory plan or arrangement required to be filed
as an exhibit pursuant to Item 14(c) of Form 10-K.