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
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
<Table>
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11c or Section 240.14a-12
</Table>
ENERGY WEST, INCORPORATED
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(Name of Registrant as Specified In Its Charter)
COMMITTEE TO RE-ENERGIZE ENERGY WEST
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(Name of Person(s) Filing Proxy Statement)
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.
[ ] 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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THE COMMITTEE TO RE-ENERGIZE ENERGY WEST
AN IMPORTANT MESSAGE TO OUR FELLOW SHAREHOLDERS
Dear Fellow Energy West Shareholders:
The Committee to Re-Energize Energy West needs your help to elect our three
highly qualified nominees to the board of Energy West, Incorporated. As owners
of 9.98% of Energy West stock, our goal is simple: to reinstate the quarterly
cash dividend to shareholders and to maximize the earnings and value of Energy
West's stock.
In every other annual election of directors, Energy West's board picked the
candidates, and you as a shareholder, had no other choices. In this election you
have a real choice.
Our nominees, Lawrence P. Haren, Richard M. Osborne and Thomas J. Smith, are
highly qualified senior executives who will aggressively advocate the best
interests of you and other shareholders. We urge you to review our nominees'
respective biographies (see attached). Please ask yourself why is Energy West
spending tens of thousands of dollars (of what is effectively your money) to
keep three highly qualified nominees off the board?
Before voting, please review Energy West's dismal financial and stock
performance since fiscal 2001:
- - Energy West has eliminated your quarterly cash dividend for the first time
since 1944.
- - Energy West's shares have lost more than half of its value dropping from a
high of $14.10 per share in the first quarter of fiscal 2002 to a closing
price of $6.01 per share on October 29, 2003.
- - Energy West's net income has declined a staggering $2.9 million from fiscal
2001.
Do not be swayed by the entrenched board and management's recent letter (dated
October 22) in which they acknowledge their complacency with maintaining stock
prices at historic levels rather than striving to duplicate the results that
Energy West achieved in fiscal 2001. Do you want a board that accepts
mediocrity?
The incumbent board and management also admitted their frustration with Energy
West's performance, yet fail to elaborate on any plans or actions that will
reverse the effects of the past two years. It seems that part of the incumbent
board's plan is to lead you to believe that you don't have a choice in how the
company is run. But that isn't true. You have a democratic right as an owner of
Energy West to re-energize your company and bring new leadership to its board of
directors.
THE ANNUAL MEETING IS NOVEMBER 12 -- DON'T DELAY
If you have not done so already, or if you have already sent in the white proxy
card, we urge you to sign, date and mail the enclosed BLUE proxy card today. If
any of your shares are held in the name of a bank, brokerage firm or other
nominee, please contact the party responsible for your account and direct them
to vote your shares for our nominees on the BLUE proxy card. We urge you to
DISCARD THE WHITE PROXY CARD. If you have any questions, you can contact our
proxy solicitor, D.F. King & Co., Inc., at 1-800-628-8532. If you are a
registered shareholder, you may also fax both sides of your signed proxy card to
D.F. King at 718-707-0386.
Time is short. Please vote today!
October 31, 2003
/s/ Richard M. Osborne /s/ Thomas J. Smith /s/ Lawrence P. Haren
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RICHARD M. OSBORNE THOMAS J. SMITH LAWRENCE P. HAREN
THE COMMITTEE TO RE-ENERGIZE ENERGY WEST'S CANDIDATES
FOR THE BOARD OF ENERGY WEST, INCORPORATED
LAWRENCE P. HAREN
Mr. Haren, age 49, is the President of Northeast Ohio Natural Gas Corp. He has
been the President of the company and its predecessor since 1999. Northeast Ohio
Natural Gas Corp. is located at 5640 Lancaster-Newark Road, NE, Pleasantville,
Ohio 43148. From January 1999 through June 2003, Mr. Haren was also the
President of Marbel Energy Corporation, a holding company involved in the
exploration, production, transmission and distribution of natural gas and oil.
Mr. Haren was also the Treasurer and a director of Backoffice Operations at
FirstEnergy Trading Services, Inc., a company involved in the aggregation of
commodities for delivery to wholesale and retail customers, from January 1999
though October 2001. In addition, from January 1998 through January 1999, he was
the Vice President of Northeast Ohio Operating Co., an energy holding company,
and Northeast Ohio Gas Marketing Co., a gas marketing company. The business
address for Mr. Haren is P.O. Box 430, Lancaster, Ohio 43130.
RICHARD M. OSBORNE
Mr. Osborne, age 58, is the President and Chief Executive Officer of OsAir,
Inc., a company he founded in 1963, which operates as a property developer and
manufacturer of industrial gases for pipeline delivery. OsAir, Inc. is
headquartered at 8500 Station Street, Suite 113, Mentor, Ohio 44060. From 1994
to October 2003, he served in various capacities, including, director, Vice
Chairman of the Board and Chairman of the Board of GLB Bancorp, Inc., a
publicly-held bank holding company headquartered at 7001 Center Street, Mentor,
Ohio 44060. Since September 1998, Mr. Osborne has been Chairman of the Board and
Chief Executive Officer of Liberty Self-Stor, Inc., a publicly-held self-managed
real estate investment trust that manages, acquires, develops, expands and
operates self-storage facilities. Liberty Self-Stor, Inc. is headquartered at
8500 Station Street, Suite 100, Mentor, Ohio 44060. Mr. Osborne is the sole
Manager of Turkey Vulture Fund XIII, Ltd., which began operating in January
1995 to acquire, hold, sell or otherwise invest in all types of securities and
other investments. Turkey Vulture Fund is located at 8500 Station Street, Suite
113, Mentor, Ohio 44060. The business address of Mr. Osborne is 8500 Station
Street, Suite 113, Mentor, Ohio 44060.
THOMAS J. SMITH
Mr. Smith, age 59, has been President, Chief Operating Officer and a director of
Liberty Self-Stor, Inc. since September 1998. Liberty Self-Stor, Inc. is located
at 8500 Station Street, Suite 100, Mentor, Ohio 44060. From April 1, 1996 to
December 29, 1999, Mr. Smith served as the Executive Operating Manager of
Liberty Self-Stor II, Ltd., an Ohio limited liability company which owned and
operated a truck rental business. Mr. Smith served as a director of GLB Bancorp,
Inc. from 1994 to October 2003. The business address of Mr. Smith is 8500
Station Street, Suite 100, Mentor, Ohio 44060.
PROXY CARD FOR 2003 ANNUAL MEETING
OF THE SHAREHOLDERS OF ENERGY WEST, INCORPORATED
SOLICITED BY THE COMMITTEE TO RE-ENERGIZE ENERGY WEST
IN OPPOSITION TO THE INCUMBENT BOARD OF DIRECTORS
This proxy will be voted in accordance with your instructions specified
below. If you do not give any specific instructions, this proxy will be voted
FOR the election of the Committee's nominees, Lawrence P. Haren, Richard M.
Osborne and Thomas J. Smith. IN ADDITION, THE PROXIES ARE AUTHORIZED TO VOTE IN
THEIR DISCRETION FOR ANY SUBSTITUTE NOMINEES AS THE PROXIES MAY SELECT IF ANY
NOMINEE NAMED BELOW IS UNABLE TO SERVE AND ON ANY OTHER MATTERS THAT MAY
PROPERLY COME BEFORE THE ANNUAL MEETING.
Shareholders have the right to vote cumulatively in the election of directors
and at the Annual Meeting and we intend to invoke our right to cumulate our
votes for the election of our nominees, Lawrence P. Haren, Richard M. Osborne
and Thomas J. Smith. THIS PROXY CARD GIVES OUR PROXIES FULL DISCRETIONARY
AUTHORITY TO VOTE CUMULATIVELY AND TO ALLOCATE VOTES AMONG MESSRS. HAREN,
OSBORNE AND SMITH, UNLESS AUTHORITY TO VOTE FOR ANY OF THEM IS WITHHELD BELOW.
Please mark an "X" in the appropriate box below. We recommend that you vote
FOR our nominees, Lawrence P. Haren, Richard M. Osborne and Thomas J. Smith.
<Table>
[ ] For our director nominees [ ] For all except as specified: [ ] Withhold for all
Lawrence P. Haren
Richard M. Osborne
Thomas J. Smith
</Table>
YOU MAY WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE BY LINING
THROUGH OR OTHERWISE STRIKING OUT THAT NOMINEE'S NAME IN THE LIST ABOVE. IF YOU
WITHHOLD DISCRETIONARY AUTHORITY TO VOTE FOR ANY OF THE NOMINEES, WE WILL
ALLOCATE YOUR VOTES AMONG THE REMAINING NOMINEES IN THE DISCRETION OF THE
PROXIES NAMED HEREIN.
(Continued, and to be signed, on other side)
(Continued from other side)
The undersigned hereby appoints Richard M. Osborne or Thomas J. Smith, or
either of them, with full power of substitution, as proxies to vote, as
indicated above, for and in the name of the undersigned all shares of Energy
West, Incorporated that the undersigned is entitled to vote at the Annual
Meeting of Shareholders of Energy West, Incorporated scheduled to be held on
November 12, 2003 at the Civic Center, located at Park Drive and Central Avenue,
Great Falls, Montana 59401, and at any adjournments or postponements of the
meeting.
This proxy card revokes all proxies previously given by the undersigned.
Please sign exactly as your name appears on this proxy card. All joint owners
should sign. If you are signing in a fiduciary capacity or as a corporate
officer, please also provide your full title.
Date ---------------- , 2003
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Signature
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Signature if held jointly
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Title, if applicable