SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20005
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report - December 31, 1997
(Date of earliest event reported)
Questar Gas Company (formerly Mountain Fuel Supply Company)
(Exact name of registrant as specified in charter)
STATE OF UTAH 1-935 87-0407509
(State or other juris- (Commission (I.R.S. Employer
diction of incorporation File No.) Identification No.)
or organization)
180 East First South Street, P.O. Box 45433, Salt Lake City, Utah 84145-0433
(Address of principal executive offices)
Registrant's telephone number, including area code (801) 324-5555
<PAGE>
FORM 8-K
CURRENT REPORT
Item 5. Other Events.
Mountain Fuel Supply Company has officially changed its name to
Questar Gas Company (Questar Gas or the Company). The Company
distributes natural gas to more than 625,000 customers in Utah,
southwestern Wyoming, and a small portion of southeastern Idaho.
Questar Gas is a subsidiary of Questar Corporation.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No.Exhibit
3.7. Articles of Amendment to Restated Consolidated Articles
of Incorporation dated December 31, 1997.
99. Press release issued by Questar Gas Company (formerly
Mountain Fuel Supply Company) on January 5, 1998.
SIGNATURES
Pursuant to the requirements 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.
MOUNTAIN FUEL SUPPLY COMPANY
(Registrant)
January 8, 1998 By /s/D. N. Rose
(Date) D. N. Rose
President and
Chief Executive Officer
ARTICLES OF AMENDMENT
TO THE
RESTATED CONSOLIDATED
ARTICLES OF INCORPORATION
OF
MOUNTAIN FUEL SUPPLY COMPANY
Pursuant to the provisions of the Utah Business Corporation
Act, the undersigned Corporation adopts the following Articles of
Amendment to its Restated Consolidated Articles of Incorporation:
FIRST: The name of the Corporation is Mountain Fuel Supply
Company.
SECOND: The following amendments to the Restated
Consolidated Articles of Incorporation were adopted by the shareholder
of the Corporation on December 31, 1997, in the manner prescribed by the
Utah Business Corporation Act:
Article I was amended to read as follows:
ARTICLE I
The name of the Corporation is Questar Gas Company.
Article VIII was amended to read as follows:
ARTICLE VIII
The number and kinds of officers of the Corporation and their
qualification shall be as follows:
(1) A Board of nine (9) Directors.
(2) Provided, however, that the stockholders may, at any
annual meeting, without notice, fix the membership of the Board of
Directors at three (3), five (5), seven (7), or nine (9) Directors by
resolution of the stockholders adopted by a majority of the shares of
the issued and outstanding capital stock of the Corporation.
(3) A quorum of the Board of Directors necessary to transact
the business and exercise the corporate power of the Corporation shall
be as follows:
Two members when the Board of Directors consists of three
members; three members when the Board of Directors consists of five
members; four members when the Board of Directors consists of seven
members; and five members when the Board of Directors consists of nine
members.
(4) The Directors, except those hereinafter named in these
Restated Consolidated Articles of Incorporation and those chosen to fill
a vacancy for an unexpired term, must be elected by the stockholders at
the regular meeting of stockholders, or, if not held, at any special
meeting of the stockholders called for that purpose.
(5) In case of any vacancy in the Board of Directors through
death, resignation, disqualification or other cause, the remaining
Directors, by the affirmative vote of a majority, may elect a successor
to hold office for the unexpired portion of the term of the Director
whose place shall be vacant and until the election of his successor.
(6) Within thirty days after the election of the Directors
by the stockholders of the Corporation, the members of the Board of
Directors shall hold an organization meeting of the Board of Directors
and elect a Chairman, President, Secretary, and a Treasurer of the
Corporation, and may appoint one or more Vice Presidents, one or more
Assistant Secretaries, and one or more Assistant Treasurers, as may be
provided by the bylaws of the Corporation.
(7) Any officer elected or appointed by the Board of
Directors may be removed at any time by the affirmative vote of a
majority of the whole Board of Directors; any other officer or employee
of the Corporation may be removed at any time by vote of the Board of
Directors or by any committee or superior officer upon whom such power
of removal may be conferred by the bylaws or by vote of the Board of
Directors.
(8) Any officer or Director may resign by a written
resignation filed with or mailed to the Secretary of the Corporation.
THIRD: The number of shares of the Corporation outstanding
at the time of such adoption was 9,189,626 and the number of shares
entitled to vote was 9,189,626.
FOURTH: The designated number of outstanding shares of each
class of stock entitled to vote on the amendments as a class was
9,189,626 shares of Common Stock of the Corporation.
FIFTH: The number of shares consenting to the amendment to
Article I was 9,189,626, being 100 percent of the outstanding shares of
the Corporation. No shares were voted against the proposed amendment.
SIXTH: The number of shares consenting to the addition of
Article VIII was 9,189,626, being 100 percent of the outstanding shares
of the Corporation. No shares were voted against the proposed
amendment.
IN WITNESS WHEREOF, the undersigned President and Secretary
of the Corporation have set their hands this 31st day of December, 1997.
MOUNTAIN FUEL SUPPLY COMPANY
Attest:
/s/Connie C. Holbrook /s/D. N. Rose
Connie C. Holbrook D. N. Rose
Secretary President
ACKNOWLEDGMENT
State of Utah )
: ss.
County of Salt Lake )
I, Lucille L. Curtis, a notary public, do hereby certify that
on December 31, 1997, personally appeared before me D. N. Rose, who,
being by me first duly sworn, declared that he is the President of
Mountain Fuel Supply Company, that he signed the foregoing document as
the President of Mountain Fuel Supply Company, and that the statements
contained therein are true.
/s/Lucille L. Curtis
Notary Public
Residing at Salt Lake City, Utah
My Commission Expires:
August 27, 1999
Issue: Jan. 5, 1998
Questar Gas: Mountain Fuel's New Name
SALT LAKE CITY -- The company that sells natural gas to more than 625,000
customers in Utah, Idaho and Wyoming is no longer known as Mountain Fuel. On
Thursday, Jan. 1, the company's new name officially changed to Questar Gas
Company.
"I want to assure our customers that there has been no change in
ownership of the company," said Nick Rose, president and CEO. For more than
60 years, Mountain Fuel has been a part of an integrated energy company known
for outstanding customer service. We want to present a single name in the
evolving energy market that will come to represent the entire spectrum of
products and services offered by Questar. The Mountain Fuel name is
identified primarily with gas distribution. The Questar name will reflect all
facets of the industry.
Questar Corp. traces its roots to 1928, when a holding company, Western
Public Service Corp., was formed to bring natural gas to northern Utah from
southwestern Wyoming. At that time, Mountain Fuel Supply Co. was the name of
the oil and gas exploration and production affiliate. In 1935, the
shareholders voted to reorganize Western Public Service Co. as a single
company and chose the Mountain Fuel name to represent the reorganized company.
Almost 50 years later, in 1984, Mountain Fuel shareholders voted to
return to the holding-company structure. They chose the name Questar Corp. for
the new parent company.
Questar Corp. is one of the largest companies with headquarters in Utah.
It has almost 2,500 employees and about $1.8 billion in assets distributed
between Regulated Services, consisting of retail natural gas distribution and
interstate gas transportation, and Market Resources, which includes gas and
oil exploration and production, wholesale and retail energy trading and
marketing, gas gathering and other field services.
