SCHEDULE 14A
SCHEDULE 14 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:
[X ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Name of Registrant as Specified in Its Charter:
Questar Corporation
Name of Person(s) Filing Proxy Statement:
United Food & Commercial Workers Union, Local 99R
Payment of Filing Fee (check the appropriate box)
[X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j) (2).
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
____________________________________________________________
2) Aggregate number of securities to which transaction
applies:
_____________________________________________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11: (1)
_____________________________________________________________
4) Proposed maximum aggregate value of transaction:
_____________________________________________________________
(1) Set forth the amount on which the filing fee is calculated
and state how it was determined.
[ ] 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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Date Filed: _______________________________
<PAGE>
PRELIMINARY PROXY STATEMENT
INDEPENDENT SHAREHOLDER SOLICITATION
FOR PROPOSALS FOR (1) SHAREHOLDER REVIEW OF GOLDEN PARACHUTES AND
(2) SECRET BALLOT VOTING FOR SHAREHOLDERS
at
QUESTAR CORPORATION
Annual Stockholders Meeting
MAY 21, 1996 10am
Mountain Fuel Supply Operations Center
1140 W. 2nd South
Salt Lake City UT
Sent to shareholders:
March 22, 1996
UFCW 99R
2501 W. Dunlap Ave. #240
Phoenix AZ 85201
Dear Fellow Questar Shareholder:
We urge you to vote FOR our shareholder proposals
recommending (1) golden parachutes not be paid to Questar executives who quit,
absent shareholder approval, and (2) that the Company provide all
shareholders the ability to vote confidentially.
I. PROPOSAL AGAINST GOLDEN PARACHUTES FOR EXECUTIVES WHO QUIT
Questar's top executives enjoy a severance plan under which
they can voluntarily quit after a change in control and still
receive up to two years' severance. In our view, executives
should be rewarded for doing well by shareholders and helped to
deal with being fired, but not rewarded for quitting their jobs.
Under the plan, two years' pay and benefits goes to an
executive who quits during the first year after a change in
control, if the executive has remained on the job more than six
months after public announcement of a potential change in
control.<F1> If the executive stays on more than a year after the
change in control, the severance payment is one year's worth of
salary and benefits. For those who quit 2-3 years' after the
change in control, 6 months' severance is provided.
<F1>We incorporate by reference the discussion of this plan in
management's proxy statement. A copy of the plan is on file with
the SEC as Exhibit 10.5 to the Company's 1989 10-K form,
incorporated herein by this reference. A copy may be obtained
from SEC reference rooms, from commercial services such as
Disclosure, Inc. (800-638-8241), or by contacting us at UFCW 99R
Information Services, 2501 W. Dunlap Ave., Phoenix AZ 85201, tel.
(602) 572-2149. We will mail you a copy within one business day
of receiving your request.
<PAGE>
<PAGE>
While other companies have golden parachute plans which
allow management to quit and receive severance pay, many of those
plans require the resignation be caused by some cut in the
executive's pay or benefits. Questar's plan has no such limit.
Shareholders have a legal right to change who controls the
company. In our view, exercise of that right should not have the
penalty attached of paying executives who choose to quit
afterwards. We believe shareholders would not be best served by
an exodus of executive officers after a change in control. We
feel the current policy may encourage such an exodus.
PLEASE VOTE FOR THE FOLLOWING PROPOSAL:
Resolved, that shareholders recommend the Company end its
policy of offering a golden parachute (severance payment)
to executives who voluntarily quit after a change in
control, unless and until such a policy is approved by
shareholder vote.
Questions you may wish to ask management regarding this issue
include:
What sort of protection does the rank-and-file Questar
employee enjoy from a change-in-control? Is giving a plan like
this just to executive officers good for overall employee morale?
Is there any hard evidence that people deciding whether to
accept an executive job look at what benefits would be paid if
they quit after a change in control? Are candidates for these
jobs instead focused on what will be their pay, benefits and
working conditions while employed?
Even if you think paying severance to executives who quit in
these circumstances makes sense, all this proposal would require
is a shareholder vote to this effect. Let the shareholders
decide.
The current plan also provides severance to executives
discharged within 3 years after announcement of a potential
change in control, unless fired for certain types of wilful
misconduct. Our proposal does not address these aspects of the
plan.
II. PROPOSAL FOR SECRET BALLOT VOTING FOR SHAREHOLDERS
Secret ballot voting for shareholders is provided at
hundreds of companies. It also is how union officials and most
government officials are elected. Voting should be a private
matter.
Shareholders often have business or personal relationships
with members of the Board which go beyond owning Questar stock.
For example, Questar's employees, insurers and banks may own
stock in their own names and may fear retaliation from voting
against management's recommendation.
We in no way suggest management has threatened to retaliate
against shareholders. However, we believe shareholders should
have the right to vote as they see fit without having anything to
fear.
On what sorts of issues might shareholders disagree with
management and especially wish a confidential vote? Other than
the golden parachute plan for management, shareholders might be
concerned, for example, with executive compensation or that the
Chairman of the Board is a Questar executive rather than an
outside director. Regardless of how you feel about these issues
or management's performance, we believe you will agree that
shareholders should be able to vote on these issues without fear
of pressure from management.
Management argues against confidentiality by claiming
shareholders can obtain confidentiality by placing their stock in
the name of a broker or other nominee. If your stock is being
held in someone else's name on the company books, you alone are
the best judge of whether you can rely on the record owner to
keep your confidences.
If you are the record owner yourself, you avoid possible
brokers' maintenance fees. You may be able to get shareholder
materials faster. Record owners have enhanced legal rights under
state corporation law, such as the right to inspect corporate
records. Record owners should not have to give up all this just
to have a secret ballot vote.
We feel all shareholders deserve the confidentiality
provided employees who hold through benefit plans: they have the
right to confidentially vote through plan trustees the stock they
own through the plan. Employees should be allowed to buy stock
outside the plans without giving up confidentiality in the
process.
PLEASE VOTE FOR THE FOLLOWING PROPOSAL:
Resolved, that shareholders recommend the Company adopt
a policy of confidential shareholder voting, with the
sole exception being any disclosure ordered by a court.
This resolution shall not be construed as preventing the
Company from using its own staff to count votes, so long
as this staff does not engage in soliciting or report
individual shareholders' votes to management or its proxy
solicitors. This resolution shall not be construed as
preventing management from receiving address changes or
comments made on the cards.
All shareholders deserve a secret ballot vote.
III. EFFECT OF SHAREHOLDER APPROVAL OF PROPOSALS
These proposals are framed as recommendations to avoid legal
disputes. This, shareholder approval of these proposals would not
bind the board of directors. However, we believe as a practical
matter that the board and executives under the severance plan
would follow a recommendation approved by most shareholders.
IV. PROPOSALS FOR FUTURE MEETINGS
SEC Rule 14a-8 gives a shareholder the right to have a
proposal and supporting statement inserted at no cost in the
company's proxy statement, if the shareholder has owned more than
$1000 worth of the company's stock for more than one year.
The deadline for submitting proposals for inclusion in the
company's proxy statement for the 1997 annual meeting is December
4, 1996. Feel free to write us if you would like more information
about how to pursue a shareholder proposal.
V. EXECUTIVE COMPENSATION / SECURITY OWNERSHIP OF DIRECTORS AND
EXECUTIVE OFFICERS / ELECTION OF DIRECTORS / PROPOSED AMENDMENTS
TO LONG-TERM STOCK INCENTIVE PLAN AND DIRECTORS STOCK OPTION
PLAN/CREATION OF DIRECTORS STOCK PLAN
We incorporate herein by reference the information on these
matters contained in management's proxy statement. We make no
recommendation as to the directors election. If you sign the
enclosed card but do not direct us how to vote, we will vote FOR
our proposals and not vote on the other matters. The enclosed
proxy card grants us no discretionary authority: if matters other
than the ones listed on the card come before the meeting (which
we do not anticipate), we will not vote your shares on those
matters.
VI. SOLICITATION
The costs of this solicitation are being borne by United
Food & Commercial Workers Local 99R, which is the record owner of
100 shares of Questar common stock. We expect to spend about
$2000 on this solicitation. We have no interest in bargaining for
Questar employees, nor are aware of any labor dispute at Questar.
We are a non-profit organization representing employees in
Arizona, primarily in grocery stores. We are organizing
Albertson's against management opposition in what we feel is an
improper manner. Albertson's CEO Gary Michael is on Questar's
board of directors. We have made similar shareholder proposals at
other companies similarly connected to Albertsons. Regardless of
the outcome of Albertson's labor dispute or Mr. Michael
continuing to sit on Questar's board, we will present the
proposals and your proxy card to the Questar shareholders
meeting. We suggest you ignore management's attacks on us and
base your voting decision on the merits of our proposals.
VI. VOTING PROCEDURE AND VOTING RIGHTS
There are several possible ways of voting on our proposal:
(1) You can return the enclosed proxy card. If you have already
returned a proxy card to management, you can change your vote:
only the latest-dated proxy card is counted.
(2) You can vote in person at the shareholders meeting on May 21
in Salt Lake City.
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[EITHER, depending on management's decision:
(3) We asked management to include these proposals on its proxy
card but it has not done so. Instead, the Company's card purports
to give management discretionary authority to vote against the
proposal, without allowing you to instruct management how to
vote. If you would prefer to vote on the proposals using
management's card, you may wish to advise Connie C. Holbrook,
Vice-President & Secretary, Questar Corp., 180 East First South,
Salt Lake City UT 84145-0433. Tel. (801) 534-5202.
OR
(3) You can use the proxy card you received from management. ]
- ---------------------------------
You may revoke your vote at any time by (1) executing a
later proxy card; (2) appearing at the meeting to vote, or (3)
delivering the proxyholder or the Company's secretary written
notice of revocation prior to the date of the meeting: Connie C.
Holbrook, Vice-President & Secretary, Questar Corp., 180 East
First South, Salt Lake City UT 84145-0433. Fax (801) 534-5483.
All holders of common stock as of March 22, 1996 are
entitled to vote. We incorporate herein by reference the
discussion in the Company's proxy statement of voting
requirements and outstanding securities (p.1).
Until the meeting, we will keep the content of all cards we
receive confidential from everyone except our agents. At the
meeting the cards must be presented to the company's tabulator in
order to be counted (under the company's current policy,
management might then view them). Shareholders who return surveys
to us will not have their names disclosed to anyone other than
our agents; the information will be used solely for shareholder
voting purposes.
PLEASE VOTE FOR THE PROPOSALS FOR SECRET BALLOT VOTING AND
SHAREHOLDER REVIEW OF THE GOLDEN PARACHUTE PLAN
Sincerely,
William McDonough
President UFCW 99
PLEASE RETURN THE ENCLOSED SURVEY AND PROXY CARD TO
UFCW 99R
2501 W. Dunlap Avenue
Phoenix AZ
<PAGE>
PROXY
SOLICITED BY UFCW 99R
FOR QUESTAR CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
May 21, 1996
The undersigned shareholder hereby appoints William
McDonough proxy with full power of substitution to vote for the
undersigned at the annual meeting of Questar, and at any
adjournments thereof, as directed below. This proxy grants no
discretionary voting authority.
We recommend a vote FOR items 1 & 2.
(1) PROPOSAL RECOMMENDING GOLDEN PARACHUTES NOT BE PAID TO
EXECUTIVES WHO QUIT ABSENT SHAREHOLDER APPROVAL OF SUCH A POLICY
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(2) PROPOSAL FOR SHAREHOLDER VOTING BY SECRET BALLOT:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(3) ELECTION OF DIRECTORS
Nominees: Patrick Early, Dixie Leavitt, Mary Mead, D.N. Rose
FOR ALL NOMINEES except as marked to the contrary above (to
withhold, strike line through his/her name in the list above) [ ]
WITHHOLD FROM ALL NOMINEES :[ ]
(4) Amendments to the Company's Stock Option Plan for Directors:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(5) Amendments to the Company's Long-Term Stock Incentive Plan
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(6) Approval of a new Directors' Stock Plan
FOR [ ] AGAINST [ ] ABSTAIN [ ]
PLEASE DATE, SIGN AND PROMPTLY MAIL IN THE SELF-ADDRESSED
ENVELOPE. PERSONS SIGNING IN REPRESENTATIVE CAPACITY SHOULD
INDICATE AS SUCH. IF SHARES ARE HELD JOINTLY, BOTH OWNERS SHOULD
SIGN.
SIGNATURE(S) ________________________________ DATE ___________
ADDRESS _____________________________________________________
_____________________ ___________ _______________________
ACCOUNT NO./SSN # OF SHARES TELEPHONE/FAX #
NAME/ADDRESS OF RECORD OWNER (if different from above):
<PAGE>
UFCW SURVEY OF QUESTAR SHAREHOLDERS
THIS IS NOT A PROXY: PLEASE RETURN IT EVEN IF YOU DO NOT
FILL OUT A PROXY CARD
1. Do you support the idea of confidential voting for
shareholders?
Yes _____ No ____ Undecided ________
2. Do you support offering severance to Company executives who
voluntarily quit their jobs after a change in control?
Yes _____ No ____ Undecided ________
3. Do you support having a severance plan for executives
terminated after a change in control?
4. Do you believe compensation of the Company's top executives
should be based more on stock performance than salary?
Yes ____ No _____ Undecided _______
5. What is your favorite thing about the Company?
________________________________
6. What is the worst thing about the Company?
___________________________________
7. List anything you would like management to change:
__________________________________
THE FOLLOWING INFORMATION WILL BE KEPT CONFIDENTIAL:
Name __________________________________Title, if any __________
Address _______________________________________________________
Phone ________ Fax No. ___________ # Shares owned ________
Return to: UFCW 99R, 2501 W. Dunlap Ave., Phoenix AZ 85201
