10-K/A 1 form10ka_102003.htm FORM 10-K/A Form 10-K/A

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   FORM 10-K/A

                                 AMENDMENT NO. 1

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2003
                                       OR
[  ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

                         Commission File number 0-14183
                            ENERGY WEST, INCORPORATED
             (Exact name of registrant as specified in its charter)

           Montana                                         81-0141785
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                         Identification No.)

1 First Avenue South, Great Falls, Montana                      59401
(Address of principal executive                               (Zip Code)
              offices)

        Registrant's telephone number, including area code (406)-791-7500

                    Securities to be registered pursuant to
                            Section 12(b) of the Act:
                                      None

           Securities registered pursuant to Section 12(g) of the Act:
                               Title of each class
                          Common Stock - Par Value $.15

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 (229.45 of this chapter) 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 [ ].

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act). Yes [ ] No [X].

The  aggregate  market value of the voting stock held by  non-affiliates  of the
registrant as of December 31, 2002: Common Stock, $.15 Par Value - $19,044,030

The number of shares outstanding of the registrant's  classes of common stock as
of September 30, 2003: Common Stock, $.15 Par Value - 2,595,250 shares.

Explanatory Note:

         The Company hereby amends Item 13 of Part III and Item 15 of Part IV of
its Annual  Report on Form 10-K for the fiscal year ended June 30,  2003,  which
was filed with the Securities and Exchange Commission on October 9, 2003.

PART III

Item 13. - Certain Relationships and Related Transactions

The  information  contained  under the  heading  "Certain  Transactions"  in the
Company's  Supplemental  Proxy  Materials dated October 17, 2003 (filed with the
Securities  and Exchange  Commission  as  Definitive  Revised  Proxy  Statement)
supplementing  its Proxy Statement for its Annual Meeting of Shareholders  dated
October 9, 2003, is incorporated herein by reference in response to this item.

PART IV

Item 15. - Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)     1.        Financial  Statements included in Part II, Item 8 (these items
                  were filed with the Company's Form 10-K filed on October 9, 2003):
                  Report of Independent Auditors
                  Consolidated Balance Sheets
                  Consolidated Statements of Operations
                  Consolidated Statements of Stockholders' Equity
                  Consolidated Statements of Cash Flows
                  Notes to Consolidated Financial Statements

         2.       Financial Statement Schedules included in Item 15(d): Schedule
                  II - Valuation and Qualifying Accounts

All other  schedules are omitted because they are not applicable or the required
information is shown in the financial statements or notes thereto.

         3. The Exhibits  required to be filed by Item 601 of Regulation S-K are
listed under the heading "Exhibit Index," below.

(b) Reports on Form 8-K.

         The Company filed a Form 8-K, in response to Items 5 and 7, on June 27,
2003  announcing  that it had agreed with Wells Fargo Bank  Montana,  N.A. on an
extension of its credit facility through July 31, 2003.

         The Company filed a Form 8-K, in response to Items 5 and 7, on June 24,
2003  announcing  that Wells Fargo Bank Montana,  N.A. had extended the maturity
date of its credit facility through June 26, 2003.



         The Company filed a Form 8-K, in response to Items 5 and 7, on June 18,
2003 announcing that its subsidiary,  Energy West Resources,  Inc. ("EWR"),  and
PPL Montana, LLC ("PPLM"),  agreed to settle their lawsuit pending in the United
States  District Court for the District of Montana,  for payments by EWR to PPLM
totaling $3.2 million and announcing  the suspension of its quarterly  dividend,
other  actions  to  strengthen  its  financial  position  and the  impact of the
settlement with PPLM.

         The Company  filed a Form 8-K, in response to Items 5 and 7, on June 3,
2003, announcing it agreed with Wells Fargo Bank Montana,  N.A., on an extension
of its credit  facility  through June 23, 2003.  The Company also issued a press
release on June 3, 2003  correcting an error in the headline of the June 2, 2003
press release.

         The  Company  filed a Form 8-K, in response to Items 5 and 7, on May 1,
2003,  announcing  it had agreed  with Wells  Fargo Bank  Montana,  N.A.,  on an
extension of its credit facility through June 2, 2003.

(c) EXHIBITS.  The Exhibits  required to be filed by Item 601 of Regulation  S-K
are listed under the heading "Exhibit Index," below.

(d) SCHEDULE II

                        VALUATION AND QUALIFYING ACCOUNTS

                            ENERGY WEST, INCORPORATED

                                  JUNE 30, 2003

                            Balance At      Charged         Write-Offs      Balance
                            Beginning       to Costs        Net of          at End of
Description                 of Period       & Expenses      Recoveries      Period
---------------------------------------------------------------------------------------------

ALLOWANCE FOR
UNCOLLECTIBLE ACCOUNTS

Year Ended June 30, 2001      $     87,999    $    169,785    $   (53,214)    $    204,570
Year Ended June 30, 2002      $    204,570    $     59,506    $  (109,825)    $    154,251
Year Ended June 30, 2003      $    154,251    $    164,499    $  (105,737)    $    213,013






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.


Date:    October 20, 2003      ENERGY WEST, INCORPORATED


                                /s/ John C. Allen
                                By: John C. Allen
                                Interim President and Chief Executive Officer






                                  EXHIBIT INDEX

3.1      Restated  Articles of Incorporation of the Company,  as amended to date
         (incorporated by reference to Exhibit 3.1 on Form 10-K/A for the fiscal
         year ended June 30, 1996, filed with the Commission on July 9, 1997).

3.2      Bylaws of the Company, as amended to date (incorporated by reference to
         Exhibit  3.2 on Form  10-K/A for the fiscal  year ended June 30,  2002,
         filed with the Commission on November 25, 2002).

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  September  30, 2003 by and among Energy West,
         Incorporated,  Various Financial Institutions and LaSalle Bank National
         Association (incorporated by reference to Exhibit 10.1 to the Company's
         Amendment  No. 1 to the  Current  Report on Form  8-K/A  filed with the
         Commission on October 9, 2003).

10.2     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  (incorporated by reference to Exhibit 10.6 on Form 10-K/A for
         the fiscal year ended June 30, 1996,  filed with the Commission on July
         9, 1997).

10.3     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 (incorporated by
         reference to Exhibit 10.7 on Form 10-K/A for the fiscal year ended June
         30, 1996, filed with the Commission on July 9, 1997).



10.4     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  (incorporated  by  reference  to Exhibit 10.8 on Form
         10-K/A  for the  fiscal  year  ended  June  30,  1996,  filed  with the
         Commission on July 9, 1997).

10.5     Employee Stock Ownership Plan Trust Agreement (incorporated by reference
         to Exhibit 10.2 to Registration Statement on Form S-1, File No. 33-1672).*

10.6     1992 Stock Option Plan  (incorporated  by reference to Exhibit 10.10 on
         Form  10-K/A for the fiscal  year ended June 30,  1996,  filed with the
         Commission on July 9, 1997).*

10.7     Form of  Incentive  Stock  Option  under  the 1992  Stock  Option  Plan
         (incorporated  by  reference  to Exhibit  10.11 on Form  10-K/A for the
         fiscal year ended June 30, 1996,  filed with the  Commission on July 9,
         1997).*

10.8     Management  Incentive Plan  (incorporated by reference to Exhibit 10.12
         on Form 10-K/A for the fiscal year ended June 30, 1996,  filed with the
         Commission on July 9, 1997).*

10.9     Energy West Senior Management Incentive Plan (incorporated by reference
         to Exhibit  10.19 to the  Company's  Annual Report on Form 10-K for the
         fiscal year ended June 30, 2002, filed with the Commission on September
         30, 2002).*

10.10    Energy  West  Incorporated  Deferred  Compensation  Plan for  Directors
         (incorporated  by reference to Exhibit  10.20 to the  Company's  Annual
         Report on Form 10-K for the fiscal year ended June 30, 2002, filed with
         the Commission on September 30, 2002).*

10.11    Amended and Restated Advisory Agreement,  dated October 3, 2003, by and
         among Energy West,  Incorporated,  D.A. Davidson & Co. and DAMG Capital
         LLC (incorporated by reference to Exhibit 10.11 to the Company's Annual
         Report on Form 10-K for the fiscal year ended June 30, 2003, filed with
         the Commission on October 9, 2003).

10.12    Letter  Agreement  dated June 5, 2003  between DAMG Capital LLC and the
         Company  (incorporated  by reference to Exhibit  10.12 to the Company's
         Annual  Report on Form 10-K for the fiscal  year  ended June 30,  2003,
         filed with the Commission on October 9, 2003).

10.13    Letter Agreement dated June 5, 2003 between D.A. Davidson & Co. and the
         Company  (incorporated  by reference to Exhibit  10.13 to the Company's
         Annual  Report on Form 10-K for the fiscal  year  ended June 30,  2003,
         filed with the Commission on October 9, 2003).

21.1     Subsidiaries of the Company  (incorporated by reference to Exhibit 21.1
         to the  Company's  Annual Report on Form 10-K for the fiscal year ended
         June 30, 2000, filed with the Commission on September 28, 2000).



23.1     Consent of Independent  Auditors - Deloitte & Touche LLP  (incorporated
         by  reference to Exhibit 23.1 to the  Company's  Annual  Report on Form
         10-K for the fiscal year ended June 30, 2003, filed with the Commission
         on October 9, 2003).

23.2     Consent of Independent  Auditors - Ernst & Young LLP  (incorporated  by
         reference to Exhibit 23.2 to the  Company's  Annual Report on Form 10-K
         for the fiscal year ended June 30, 2003,  filed with the  Commission on
         October 9, 2003).

31.1     Certification of Principal Executive Officer pursuant to Section 302 of
         the Sarbanes-Oxley Act of 2002 (filed herewith).

31.2     Certification of Principal Financial Officer pursuant to Section 302 of
         the Sarbanes-Oxley Act of 2002 (filed herewith).

32.1     Certification of Principal Executive Officer pursuant to Section 906 of
         the Sarbanes-Oxley Act of 2002 (filed herewith).

32.2     Certification of Principal Financial Officer pursuant to Section 906 of
         the Sarbanes-Oxley Act of 2002 (filed herewith).

* Represents a management contract or a compensatory plan or arrangement.