Judge tells Energy West to schedule meeting

Score one for the Turkey Vulture Fund in its battle to gain board seats at Energy West Inc.

By JAMES E. LARCOMBE Great Falls Tribune

District Judge Dirk Sandefur late Wednesday granted a request from Turkey Vulture for a temporary restraining order that stops Energy West from postponing its annual meeting to early December and prohibits both sides from seeking additional proxy votes in the board election. In addition, Sandefur’s order said that only shareholders eligible to vote on Nov. 12 could vote in a board election.

Sandefur set a hearing on the dispute for 9 a.m. on Nov. 21. He also ordered Energy West to schedule its annual meeting on or before Nov. 24. Also to be determined at the hearing is the status of Ian Davidson’s vote.

The company had reset its annual meeting for Dec. 3 so that Davidson, chairman of Davidson Cos. and D.A. Davidson & Co., could file a new ownership-disclosure form with the federal government. Without the delay and the form, Davidson could be ineligible to vote for board candidates.

Ian and wife, Nancy Davidson, own about 13 percent of the outstanding Energy West shares. The couple’s son, Andrew Davidson, sits on the Energy West board.

The natural gas utility announced plans Tuesday to postpone its annual meeting, which had been scheduled for Wednesday morning at the Great Falls Civic Center. The company said it needed the delay to allow Ian Davidson, its largest shareholder, to file forms with the Securities and Exchange Commission that accurately reflected his share ownership.

Representatives of the Turkey Vulture Fund, who had traveled from out of state for the Nov. 12 meeting, sought the restraining order on Wednesday morning. Sandefur issued a bench ruling after a morning hearing. A written order was issued at about 5:15 p.m. Wednesday.

Sandefur, at least temporarily, agreed with the Turkey Vulture argument that delaying the meeting could harm its chances of winning board seats.

The fund, headed by Richard Osborne, an Ohio investor and businessman, had sought up to three seats on the Energy West board.

Osborne and others say they are upset with the elimination of a stock dividend and other management decisions at Energy West in recent months.

Osborne said he was pleased with Sandefur’s order.

"We were really happy to get it," he said, adding his belief that Energy West’s delay was "totally unfair."

Osborne said he was confident that his group would have elected three candidates to the seven-member board, if the meeting had been held Wednesday.

Contacted late Wednesday, Energy West officials deferred detailed comment, saying they had not seen Sandefur’s ruling.

But John Allen, the company CEO, said the utility’s attorneys had done extensive research on the meeting postponement and the company "is confident it had every right to do so.

We will certainly raise these issues with the judge at the appropriate time."

In documents filed Tuesday, the Turkey Vulture Fund said it owned 6.41 percent of the outstanding share in Energy West.

Both sides have hired proxy solicitation firms to garner support from shareholders.

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