-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L9YpsWT2mLpeUOJkipLNgZotEKZXRrXxxyGZECTsncDCv2ZR/FmPT84+qKoOUnM/ 9AKTva+li1Yq39NUlfI2hw== 0000950152-04-003064.txt : 20040421 0000950152-04-003064.hdr.sgml : 20040421 20040421153010 ACCESSION NUMBER: 0000950152-04-003064 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040421 GROUP MEMBERS: RICHARD M. OSBORNE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENERGY WEST INC CENTRAL INDEX KEY: 0000043350 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 810141785 STATE OF INCORPORATION: MT FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38350 FILM NUMBER: 04745427 BUSINESS ADDRESS: STREET 1: 1 FIRST AVE SOUTH STREET 2: PO BOX 2229 CITY: GREAT FALLS STATE: MT ZIP: 59401 BUSINESS PHONE: 4067917500 MAIL ADDRESS: STREET 1: ENERGY WEST INC STREET 2: 1 FIRST AVE SOUTH PO BOX 2229 CITY: GREAT FALLS STATE: MT ZIP: 59401 FORMER COMPANY: FORMER CONFORMED NAME: GREAT FALLS GAS CO DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TURKEY VULTURE FUND XIII LTD CENTRAL INDEX KEY: 0000935886 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 8500 STATION ST STREET 2: SUITE 113 CITY: MENTOR STATE: OH ZIP: 44060 BUSINESS PHONE: 4409743770 MAIL ADDRESS: STREET 1: 8500 STATION ST STREET 2: SUITE 113 CITY: MENTOR STATE: OH ZIP: 44060 SC 13D/A 1 l07128asc13dza.txt ENERGY WEST SCHEDULE 13D/A 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 RULE 13d-2(a) (Amendment No. 10) Energy West, Incorporated - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 29274A-10-5 - -------------------------------------------------------------------------------- (CUSIP Number) Marc C. Krantz, Kohrman Jackson & Krantz P.L.L., 1375 East 9th Street, 20th Fl., Cleveland, OH 44114, (216) 696-8700 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 16, 2004 - -------------------------------------------------------------------------------- (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 which 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: [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. 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 7 SCHEDULE 13D CUSIP NO. 29274A-10-5 PAGE 2 OF 7 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Turkey Vulture Fund XIII, Ltd. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [__] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Ohio - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES -0- -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- -------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [__] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- SCHEDULE 13D CUSIP NO. 29274A-10-5 PAGE 3 OF 7 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Richard M. Osborne - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [__] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 540,347 -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 540,347 -------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 540,347 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [__] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- This Amendment No. 10 to Schedule 13D is filed on behalf of Richard M. Osborne and Turkey Vulture Fund XIII, Ltd., an Ohio limited liability company (the "Fund"), of which Mr. Osborne is the sole Manager, relating to the acquisition by Mr. Osborne of shares of common stock, par value $0.15 per share (the "Shares"), of Energy West, Incorporated, a Montana corporation ("Energy West"). ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 of Schedule 13D is amended and supplemented as follows: The Shares reported herein as having been purchased by Mr. Osborne were acquired for the aggregate purchase price of approximately $3,020,300 with personal funds of Mr. Osborne. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Items 5(a), (c) and (e) of Schedule 13D are amended and supplemented as follows: (a) According to the most recently available filing with the Securities and Exchange Commission by Energy West, there are 2,595,641 Shares outstanding. The Fund does not own any Shares. Mr. Osborne owns 540,347 Shares, or approximately 20.8% of the outstanding Shares. (c) On April 13, 2004, the Fund distributed 166,358 Shares to Mr. Osborne. On April 16, 2004, Mr. Osborne purchased 302,030 Shares in a private transaction with Ian B. and Nancy A. Davidson at a price of $10.00 per Share. (e) On April 13, 2004, the Fund ceased to be the beneficial owner of more than 5% of the Shares. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 of Schedule 13D is amended and supplemented as follows: On April 16, 2004, Mr. Osborne purchased 302,030 Shares in a private transaction. A copy of the Stock Purchase Agreement is attached hereto as Exhibit 7.2. Page 4 of 7 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 7.1 Joint Filing Agreement Exhibit 7.2 Stock Purchase Agreement Page 5 of 7 SIGNATURE 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. Date: April 21, 2004 TURKEY VULTURE FUND XIII, LTD. /s/ Richard M. Osborne ---------------------------------------- Richard M. Osborne, Manager /s/ Richard M. Osborne ---------------------------------------- Richard M. Osborne Page 6 of 7 EX-7.1 3 l07128aexv7w1.txt EXHIBIT 7.1 EXHIBIT 7.1 AGREEMENT OF JOINT FILING Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission, the Statement on Schedule 13D (the "Statement") to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original, and all of which together shall be deemed to constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned have executed this Agreement. Date: April 21, 2004 TURKEY VULTURE FUND XIII, LTD. /s/ Richard M. Osborne ---------------------------------------- Richard M. Osborne, Manager /s/ Richard M. Osborne ---------------------------------------- Richard M. Osborne Page 7 of 7 EX-7.2 4 l07128aexv7w2.txt EXHIBIT 7.2 Exhibit 7.2 STOCK PURCHASE AGREEMENT ------------------------ THIS STOCK PURCHASE AGREEMENT ("Agreement") is made and entered into as of the 16th day of April 2004, by and among IAN B. DAVIDSON and NANCY A. DAVIDSON whose address is 325 Flood Road, Great Falls, Montana 59404 (Ian B. Davidson and Nancy A. Davidson, collectively, "Sellers"), and RICHARD M. OSBORNE whose address is 8500 Station Street, Suite 113, Mentor, Ohio 44060 ("Purchaser"). WITNESSETH ---------- WHEREAS, Sellers jointly own 302,030 shares of Energy West Incorporated, a Montana corporation ("Energy West"); and WHEREAS, Sellers desire to sell and Purchaser desires to purchase 302,030 shares of Energy West owned by Sellers. NOW, THEREFORE, in consideration of the payments to be made by Purchaser to Sellers, the mutual covenants and conditions hereof, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the hereto, intending to be legally bound, the parties agree as follows: 1. PURCHASE OF STOCK; PAYMENT. Sellers will sell and Purchaser will purchase 302,030 shares of common stock of Energy West owned by Sellers (the "Shares"). The purchase price for the Shares shall be Three Million Twenty Thousand Three Hundred Dollars ($3,020,300) (the "Purchase Price") payable in cash at Closing (as defined herein). 2. METHOD OF PAYMENT. The method of payment shall be delivery versus payment. At Closing, Sellers shall cause their broker to transfer the Shares to DTC No. 0141, for further credit to Richard M. Osborne, Account No. XXXX-XXXX promptly following receipt of payment from Purchaser who shall have caused his broker to wire transfer the Purchase Price prior to 1 o'clock PM Mountain Daylight Time in immediately available funds to First Interstate Bank, 401 North 31st Street, Billings, Montana 59101. ABA # 0929-01683 for the account of D.A. Davidson & Co. Account #XXXXXXX to the further credit of Ian B. and Nancy A. Davidson Account #XXXXXXXX-X. In any event, Seller shall make and issue instructions through its broker to DTC for the transfer of the Shares to the Purchaser on the same calendar day the wire transfer of the Purchase Price is sent by the Purchaser to the Sellers. 3. REPRESENTATIONS AND WARRANTIES OF SELLERS. Sellers hereby warrant and represent: (a) Sellers are the owners of the Shares, there are no restrictions on transfer of the Shares, and such Shares are not subject to any mortgage, pledge, encumbrance, security interest or other lien. (b) Sellers are not a party to any agreement, written or oral, creating rights in respect to the Shares in any third person or relating to the voting of the Shares. (c) There are no existing warrants, options, stock purchase agreements, redemption agreements, restrictions of any nature calls or rights to subscribe of any character relating to the Shares. (d) Upon Sellers' receipt of the full purchase price described in Section 1, Seller will transfer all right, title and interest in the Shares by effecting delivery of the Shares to Purchaser pursuant to Section 2 free and clear of any liens or encumbrances. (e) This Agreement is a legal, valid and binding obligation of Sellers. Sellers have the authority to enter this Agreement and to perform their obligations under this Agreement. Sellers' sale of the Shares will not violate any agreement that is binding on Sellers. 4. REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser hereby represents and warrants: (a) Purchaser understand that the sale of the Shares is being conducted as a private transaction in order to qualify for an exemption from registration under Section 4 of the Securities Act of 1933, as amended (the "Securities Act") and in reliance upon the representations and warranties of the Purchaser contained within this Agreement. (b) Purchaser understands that the Shares cannot be resold unless they are registered under the Securities Act or unless an exemption from registration is available. (c) Purchaser is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D under the Securities Act. (d) Purchaser is acquiring the Shares as a principal, in good faith, solely for his own account, for investment purposes only, and not with a view toward the distribution or resale thereof. (e) Purchaser is not purchasing the Shares as a result of or subsequent to any advertisement, leaflet, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting whose attendees had been invited by any general solicitation or advertising. (f) This Agreement is a legal, valid and binding obligation of Purchaser. Purchaser has the authority to enter into this Agreement and to perform his 2 obligations under this Agreement. Purchaser's purchase of the Shares will not violate any agreement that is binding on Purchaser. 5. CLOSING. The Closing of this Agreement and the transactions contemplated hereunder shall occur not later than April 16, 2004. 6. GENERAL PROVISIONS. (a) ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof. (b) SECTIONS AND OTHER HEADINGS. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. (c) GOVERNING LAW. This Agreement, and all transactions contemplated hereby, shall be governed by, construed and enforced in accordance with the laws of the State of Ohio. [Intentionally Left Blank] 3 (j) COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which will be deemed an original for all purposes and all of which will be collectively one agreement. Execution may be affected by delivery of facsimiles of signature pages, followed by delivery of originals of such pages. IN WITNESS WHEREOF, this Agreement has bee executed by the parties hereto on the date first above written. SELLERS: PURCHASER: /s/ Ian B. Davidson /s/ Richard M. Osborne - ------------------- ---------------------- Ian B. Davidson Richard M. Osborne /s/ Nancy Davidson - ------------------- Nancy Davidson -----END PRIVACY-ENHANCED MESSAGE-----