As filed with the Securities and Exchange Commission on August 6, 1996.
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
QUESTAR CORPORATION
(Exact name of registrant as specified in its charter)
Utah 87-0407509
(State of incorporation) (I.R.S. Employer Identification No.)
180 East First South, Salt Lake City, Utah 84111
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:(801) 324-5000
QUESTAR CORPORATION DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
Connie C. Holbrook
Vice President and Secretary
180 East First South Street
Salt Lake City, Utah 84111
(801) 324-5202
(Name, address, and telephone number, including area code of
agent for service.)
Approximate date of proposed commencement of sales pursuant
to the Plan as amended and restated: From time to time after the
filing of this Registration Statement.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box [ X ].
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box [ ].
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [
]
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of Amount to be offering aggregate Amount of
securities to registered price per offering registration
be registered share price fee
Questar/1 1,000,000 $32.125/3 $32,125,000 $11,077.58
Corporation shares/2
Common Stock
(without par
value)
Questar
Corporation
Common Stock
Purchase
Rights
1/Questar Corporation (the "Company") has Common Stock Purchase
Rights ("Rights") that are attached to and trade with its shares of
Common Stock, without par value. A reference to the Company's
Common Stock refers to the Common Stock plus the Rights.
2/The Company originally registered 750,000 shares of Common
Stock (3,000,000 shares as a result of two subsequent 2-1 stock
splits) that had been reserved for use with the Company's Dividend
Reinvestment and Stock Purchase Plan (the "Plan.") The Company
subsequently registered an additional 1,000,000 shares of Common
Stock. The Company paid fees of $18,818.45 in conjunction with
earlier registration statements. Of the 4,000,000 shares of Common
Stock previously registered, a total of 682,526 shares of Common
Stock remain for use. By this Registration Statement, the Company
is reserving an additional 1,000,000 shares of Common Stock under
the Plan. Consequently, a total 1,682,526 shares are covered by
this Registration Statement, which, pursuant to Rule 429, contains
a combined prospective. Such additional securities are also being
registered hereby as may become issuable under the Plan as a result
of applicable anti-dilution provisions.
3/This amount has been inserted solely for the purpose of
calculating the registration fee. The proposed maximum aggregate
offering price has been calculated by multiplying the total number
of additional shares reserved for use under the Plan by $32.125,
the average of the high and low prices regulated for sales of the
Company's Common Stock on August 2, 1996.
<PAGE>
QUESTAR CORPORATION
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
Common Stock (Without Par Value)
The Dividend Reinvestment and Stock Purchase Plan (the
"Plan") of Questar Corporation ("Questar" or the "Company") offers
interested shareholders and investors a convenient and economical
method of investing in shares of the Company's Common Stock (the
"Common Stock").
- The Plan permits full or partial reinvestment of
cash dividends paid on Common Stock and also
permits participants to make cash payments of $50
to $100,000 per year for investment in Common
Stock. All cash dividends paid on shares of
Common Stock held in a participant's Plan account
are automatically reinvested.
- Participation in the Plan is open to all
shareholders of record. All other interested
investors may also participate in the Plan
(subject to state's security laws ).
- Upon written request, participants may receive
certificates for whole shares of Common Stock
credited to their Plan accounts.
- Participants may deposit their certificated shares
in the Plan for safekeeping and reinvestment of
dividends.
- Participants may sell odd lot (from 1 to 99)
shares of Common Stock credited to their Plan
accounts through the Plan.
Under the Plan, the Company has the option to purchase the
shares of Common Stock offered through the plan on the open
market, through negotiated transactions or may issue new shares
of Common Stock to Plan participants.
The price for shares of the Company's Common Stock, when
purchased on the open market or through negotiated transactions,
will be determined by dividing the total cost (including
brokerage fees) of all shares purchased by the number of shares
purchased during the Investment Period. The price of the Common
Stock purchased directly from the Company with reinvested
dividends or with optional cash payments will be the closing
price of the Common Stock on the composite tape of the New York
Stock Exchange on the Investment Date.
The Company has reserved a total of 5,000,000 shares of
Common Stock to be used in connection with the plan.
The Company's Common Stock is listed on the New York Stock
Exchange. The closing price of the Common Stock on the New York
Stock Exchange on August 2, 1996, was $32.00.
This Prospectus should be retained for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is August 5, 1996
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS,
AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGES IN THE AFFAIRS OF THE COMPANY TO
THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OR AN OFFER TO BUY ANY OF THE SECURITIES
OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION IN SUCH
JURISDICTION.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934 and in accordance therewith
files reports and other information with the Securities and
Exchange Commission. Proxy statements, reports and other
information concerning the Company can be inspected and copied
during normal business hours at the
public reference facilities maintained by the Commission at its
principal offices at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's regional offices
located at 7 World Trade Center, New York, New York 10048 and at
the Northwest Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material can be obtained
from the Commission at prescribed rates. In addition, such
material can be inspected at the office of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005. This
Prospectus does not contain all information set forth in the
Registration Statement and Exhibits thereto which the Company has
filed with the Commission under the Securities Act of 1933 and to
which reference is hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates herein by reference, and at
any time hereafter prior to the termination of the offering made
by this Prospectus, the Company shall be deemed to have
incorporated herein by reference, the quarterly report on Form
10-Q for the period ending March 31, 1996; the Annual Report on
Form 10-K for the fiscal year ended December 31,1995, the latest
Proxy Statement for an Annual Meeting of Shareholders and all
other documents filed by it pursuant to Section 13 or 14 of the
Securities Exchange Act of 1934, as amended, subsequent to the
filing of such Annual Report on Form 10-K, and all such documents
shall be deemed to be part hereof.
The Company will provide without charge to each person,
including any beneficial owner, to whom this Prospectus is
delivered, upon the written request of any such person, a copy of
any or all of the documents incorporated herein by reference,
excluding the exhibits thereto. Requests for such documents
should be directed to Connie C. Holbrook, Vice President and
Secretary, by mail at 180 East 100 South, P. O. Box 45433, Salt
Lake City, Utah 84145-0433, or by telephone at (801)324-5202.
The Company's principal executive offices are located at 180
East 100 South, Salt Lake City, Utah and its telephone number is
(801)324-5000. The Company's mailing address is P. O. Box 45433,
Salt Lake City, Utah 84145-0433.
TABLE OF CONTENTS
Page
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . .
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . .
Description of the Plan. . . . . . . . . . . . . . . . . . . . .
Purpose . . . . . . . . . . . . . . . . . . . . . . . . . .
Advantages. . . . . . . . . . . . . . . . . . . . . . . . .
Administration. . . . . . . . . . . . . . . . . . . . . . .
Cost to Participate . . . . . . . . . . . . . . . . . . . .
Participation . . . . . . . . . . . . . . . . . . . . . . .
Participation Options . . . . . . . . . . . . . . . . . . .
Cash Investments. . . . . . . . . . . . . . . . . . . . . .
Direct vs. Market Purchases . . . . . . . . . . . . . . . .
Reinvestment of Dividends . . . . . . . . . . . . . . . . .
Safekeeping of Certificates . . . . . . . . . . . . . . . .
Certificates Issued for Shares. . . . . . . . . . . . . . .
Termination of Participation. . . . . . . . . . . . . . . .
Sale of Shares. . . . . . . . . . . . . . . . . . . . . . .
Reports to Participants . . . . . . . . . . . . . . . . . .
Federal Tax Information . . . . . . . . . . . . . . . . . .
Other Information . . . . . . . . . . . . . . . . . . . . .
Description of Common Stock. . . . . . . . . . . . . . . . . . .
Dividend Policy . . . . . . . . . . . . . . . . . . . . . .
Liquidation Rights. . . . . . . . . . . . . . . . . . . . .
Common Stock Purchase Rights. . . . . . . . . . . . . . . .
Legal Opinion. . . . . . . . . . . . . . . . . . . . . . . . . .
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Indemnification of Directors and Officers. . . . . . . . . . . .
THE COMPANY
Questar Corporation (the "Company") is an integrated energy
company with $1.6 billion in assets, which is headquartered in
Salt Lake City, Utah. The corporation's activities are focused
on regulated and nonregulated natural gas and energy services.
Nonregulated activities include natural gas and oil exploration
and production; energy marketing; and gas gathering and other
field services. Regulated activities include retail gas
distribution and interstate gas transmission and storage. Other
operations include electronic communications and information-technology
services. The Company's principal executive business
office is located at 180 East 100 South, Salt Lake City, Utah
84111, and its telephone number is (801)324-5000.
USE OF PROCEEDS
Unless shares of Common Stock are purchased directly from
the Company, the Company will receive no proceeds from offering
shares of Common Stock through the Plan. The Company does not
know the number of shares, if any, that will be purchased
directly from the Company under the Plan and, therefore, cannot
estimate the proceeds that it will receive from such shares. To
the extent that any shares of Common Stock are purchased directly
from the Company, the Company intends to use the proceeds from
the issuance of such shares for general corporate purposes.
DESCRIPTION OF THE PLAN
The following are the provisions of the Plan, as amended
effective August 1, 1996..
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide shareholders and
other interested investors with a simple and convenient method of
investing cash dividends and optional cash payments in shares of
Common Stock.
Advantages
2. What are the advantages of the Plan?
A. Dividends on the shares held in a Participant's account
under the Plan are automatically reinvested in additional shares
of Common Stock with no action required by the Participant.
Common Stock will be purchased with the dividends paid on all or
part of the Common Stock registered in a Participant's name
according to the instructions received from the Participant on
the Participant's Authorization Form. Participants may also
purchase shares of Common Stock with optional cash payments of
not less than $50 per payment and not more than $100,000 per
calendar year.
B. Even though brokerage commissions are paid by
Participants in connection with purchases and sales made in the
open market under the Plan, such fees are expected to be
substantially less than commissions paid by individual investors
because a Participant's transactions are aggregated with those of
others for the purpose of making stock transactions in large
volume. Any such savings are thus shared by all Participants.
An administrative fee will be charged on initial cash purchases.
No other fee or service charge will be paid by Participants in
connection with purchases or sales made in the open market or
directly from the Company under the Plan.
C. Full investment of a Participant's funds is possible
because the Plan permits fractional shares, as well as full
shares, to be credited to a Participant's account. Dividends on
such shares are automatically reinvested in additional shares of
Common Stock.
D. Safekeeping of shares held in a Participant's account
under the Plan is assured since certificates for such shares are
not issued to the Participant unless so requested. Regular
statements of account provide simplified record keeping.
E. Participants may sell up to 99 shares of stock through
the Plan, while incurring only a minimal brokerage fee.
F. Direct initial share purchases can be made under the
Plan with a minimum initial payment of $250, while incurring only
a $10 administrative fee to establish an account.
Administration
3. Who administers the Plan for Participants?
The Company administers the Plan for the Participants, keeps
records, sends statements of account to Participants, and
performs other duties relating to the Plan. Shares of Common
Stock purchased under the Plan will be held by the Company, or
its nominee, as agent for the Participants in the Plan.
Cost to Participate
4. What costs are associated with participation in the
Plan?
For as long as the Plan continues to purchase shares from
the Company, Participants will not pay any commissions on shares
purchased through the Plan. However, should the Plan purchase
shares on the open market, Participants would pay commissions on
those shares of stock. Because of the volume of shares purchased
through the Plan, commissions should be less than those which
Participants would otherwise pay should they purchase,
individually, a like number of shares.
Individuals making an initial purchase through the Plan who
are not current shareholders on our records will be charged a
one time $10 administrative fee to establish an account. The
minimum amount to make an initial purchase of shares and
establish an account is $250.
If a Participant requests to sell shares through the Plan,
the Participant will pay any related brokerage commission and
applicable taxes. Participants may sell up to 99 shares through
the Plan.
At the present time there is no service charge for
participating in the Plan. However, the Company reserves the
right at any time to charge a quarterly or annual handling fee.
The Company now pays any additional administrative cost not
stated above.
Participation
5. Who is eligible to participate in the Plan?
All shareholders of record are eligible to enroll in the
Plan. A shareholder of record means any shareholder who appear
on our records as the registered owner of Questar Corporation
Common Stock.
Other interested investors are eligible to participate in
the Plan if they are a resident of a state whose securities laws
allow participation. Securities laws is some states require an
investor to be a shareholder of record to be eligible to
participate in our Plan or impose other restrictions on the
direct sales of stock. If precluded by state law from making an
initial purchase, an interested person will be required to
purchase at least one share of Common Stock.
Citizens or residents of a foreign country should determine
whether they are subject to any governmental regulations
prohibiting or restricting participation in the Plan.
Beneficial owners (shareholders who own shares through a
broker or trust account) are also eligible to participate if
certain conditions are met. (See question number 10.)
6. How does a shareholder participate in the Plan?
A shareholder may enroll in the Plan at any time by
completing the appropriate Authorization Form and returning it to
the Company at the address shown below. An Authorization Form
may be obtained at any time by contacting the Company by
telephone or in writing:
Questar Corporation
Shareholder Services
P.O. Box 45433
Salt Lake City, Utah 84145-0433
Telephone Number 1-800-729-6788 or
(801)324-5885
If the Authorization Form is received on or prior to the
record date for a dividend payment, reinvestment of the
stockholder's dividends will begin with that dividend payment.
If the Authorization Form is received after such record date,
reinvestment of dividends may not begin until the dividend
payment following the next record date.
7. How does an investor that is not a shareholder of record
participate in the Plan?
An investor residing in a state that does not preclude
investors from making direct purchases from the Company may join
the Plan at any time by completing the appropriate Authorization
Form and returning it to the Company at the address shown below.
The Authorization Form must be accompanied with an initial cash
investment of $250 (minimum) to $100,000 (maximum). An
Authorization Form may be obtained at any time by contacting the
Company by telephone or in writing:
Questar Corporation
Shareholder Services
P.O. Box 45433
Salt Lake City, Utah 84145-0433
Telephone Number 1-800-729-6788 or
(801)324-5885
Payments must be made by personal check, cashier's check or
money order made payable to Questar Corporation and mailed or
otherwise delivered to the Company. Actual cash or third party
checks will not be accepted and payments must be in United States
dollars. Payments received by the Company without a signed
Authorization Form will be returned to the investor.
8. What are the alternatives if an investor would like to
participate in the Plan but resides in a state whose securities
laws do not allow direct purchases?
Such an investor will need to become a shareholder on the
Company's records by purchasing at least one share of Common
Stock from another individual or broker and have a stock
certificate issued in his/her name. Soon after the certificate
is issued, the Company automatically sends an Authorization Form
and Plan prospectus to the new shareholder.
9. Are there any fees associated with making an Initial
Cash Investment?
Individuals making an initial purchase through the Plan, who
are not current shareholders of record, will be charged a one
time $10 administrative fee to establish an account. The $10 fee
will be subtracted from the amount contributed (i.e. an investor
sends in a minimum investment of $250, from which the $10 fee
will be subtracted and $240 will be invested.) Shareholders of
record will not be charged an administrative fee of $10 for their
initial purchase of stocks.
Broker commissions are paid by Participants in connection
with purchases made in the open market under the Plan, such fees
are expected to be substantially less than commissions paid by
individual investors because a Participant's transactions are
aggregated with those of others for the purpose of making stock
transactions in large volume. Any such savings are thus shared
by all Participants.
At the present time there is no service charge for
participating in the Plan. However, the Company reserves the
right at any time to charge a quarterly or annual handling fee.
The Company now pays any additional administrative cost not
stated above.
10. Can beneficial owners whose shares are registered in
names other than their own (for example, in the name of a broker,
bank nominee or trustee) participate in the Plan?
Yes, beneficial owners may participate by having their
shares transferred into their own names or by making arrangements
for such participation with the broker or fiduciary institution
in whose name the stock is registered without having to transfer
any shares into their own names, if the broker or such fiduciary
institution agrees to provide such service.
In the latter case, it is the broker or fiduciary
institution that becomes the Participant in the Plan. A Broker
and Nominee Authorization Form may be obtained at any time by
writing to the Company at the address shown in question number 6.
Participation Options
11. What participation options are available in the Plan?
Option A. Full Dividend Reinvestment. Shareholders may
send in optional cash payments ($50 minimum) to
purchase additional shares of stock. Dividends
earned on all certificated shares of Common Stock
and all Plan shares are reinvested to purchase
additional shares of Common Stock.
Option B. Partial Dividend Reinvestment. Shareholders may
send in optional cash payments ($50 minimum) to
purchase additional shares of stock.
Participants designate a specific number of
certificated shares on which they want to reinvest
the dividends to purchase additional shares of
Common Stock, while receiving cash dividends on
the balance of certificated shares. All
dividends paid on shares held in the Plan are
reinvested.
Option C. Optional Cash Payments Only. Shareholders may
send in optional cash payments ($50 minimum) to
purchase additional shares of stock. Participants
will receive cash dividends for certificated
shares. All dividends paid on shares held in the
Plan are reinvested.
Option D. Initial Cash Payment. Investors who are not
current shareholders of record may send in
optional cash payments to purchase initial and
subsequent additional shares of stock. All
dividends paid on shares held in the Plan are
reinvested. (The Authorization Form must be
accompanied with an initial cash investment of
$250 or more. Please see question numbers 7, 8
and 9 for additional information).
NOTE: If shareholders of record do not indicate a
participation option on the Authorization Form, their
account will automatically be enrolled in "Full
Dividend Reinvestment."
Cash Investments
12. How are optional cash payments made?
The option to make cash payments is available to each
Participant. Optional cash payments cannot be less than $50 at
any one time or more than $100,000 in total per calendar year and
must be made by personal check, cashier's check or money order
made payable to Questar Corporation and mailed or otherwise
delivered to the Company at the address specified in question
number 6.
Actual cash or third party checks will not be accepted and
payments must be in United States dollars.
Each cash payment should be accompanied by either the
Authorization Form, the portion of a prior statement designed to
be returned with an optional cash payment, or appropriate
written instructions addressed to the Company.
13. When will optional cash payments be invested?
The Investment Date for optional cash payment is the last
business day of each month. Shares are purchased on the
Investment Date (if purchased directly from the Company) or
during the Investment Period (if purchased on the open market).
The Investment Period is the period beginning five business days
prior to the Investment Date and extending five business days
after such date.
Optional cash payments that have been received but not yet
invested will be returned to the Participant upon written request
received by the Administrator at any time prior to the Investment
Period or Investment Date.
Money can be sent each month or on an irregular basis.
Payments are deposited upon receipt by the Company and no
interest will be paid by the Company with respect to any optional
cash payment.
Cash payments received after the last business day of each
month will be invested on the last business day of the following
month.
Direct vs. Market Purchases
14. Who will make purchases of the Common Stock in the open
market under the Plan?
The Company will designate an Independent Agent to make
purchases of the Common Stock in the open market. Subject to
certain limitations, the Purchasing Representative shall have
full discretion as to all matters relating to such purchases,
including determining the number of shares, if any, to be
purchased on any day or at any time of that day, the prices paid
for such shares, the markets on which such purchases are made,
and the persons (including other brokers and dealers) from or
through whom such purchases are made.
15. How many shares of Common Stock will be purchased under
the Plan and what will be the price of the shares?
Each Participant's account will be credited with the number
of shares (including fractional shares, computed to four decimal
places) equal to the amount invested for the Participant's
account divided by the applicable price per share.
A. Direct Purchases. The price of the Common Stock
purchased directly from the Company with reinvested dividends or
with optional cash payments will be the closing price of the
Common Stock as reported on the consolidated tape of the New York
Stock Exchange on the Investment Date or, if no trading in the
Common Stock occurs on such date, on the next preceding date on
which trading occurred.
B. Open Market Purchases. The price of the Common Stock
purchased in the open market with reinvested dividends or with
optional cash payments will be the weighted average cost of such
shares, including brokerage commissions, incurred in connection
with the purchase of such shares during the applicable Investment
Period. The price per share will be determined by dividing the
cost (including all brokerage fees) of all shares purchased with
optional cash payments or reinvested dividends during the
applicable Investment Period by the total number of shares
purchased during such period.
At the current time, Participants are purchasing shares of
Common Stock directly from the Company. The Company has full
discretion as to whether the Common Stock purchased under the
Plan will be purchased in the open market by the Purchasing
Representative or purchased directly from the Company.
Reinvestment of Dividends
16. When will cash dividends be invested?
Cash dividends are reinvested on the Dividend Investment
Date (if purchased directly from the Company) or during the
Dividend Investment Period (if purchased on the open market).
The Dividend Investment Dates are the dividend payment dates in
March, June, September, and December. (The Dividend Investment
Period is the period beginning five business days prior to the
dividend payment date and extending five business days after such
date.)
17. Will dividends on shares credited to Plan accounts be
reinvested?
Yes. Dividends on all shares (both full and fractional)
credited to a Participant's Plan account directly will
automatically be reinvested. Shares must be withdrawn from the
Plan in order to receive a dividend check.
18. Is there a minimum or maximum amount for reinvested
dividends?
Dividends designated for reinvestment through the Plan are
not subject to a minimum or maximum amount.
Safekeeping of Certificates
19. Can certificates be returned to the Company to be held
in the Participant's Plan account?
Certificates for Common Stock may be returned to the Plan
Administrator to take advantage of the safekeeping feature of the
Plan. The certificates should be mailed to the address shown in
question number 21, with instructions to deposit the shares,
represented by the certificates, in the Plan account of the
Participant. Investors may submit certificates for safekeeping
upon initial enrollment in the Plan or at any time while
participating in the Plan. The certificates should not be
endorsed and registered mail is recommended.
Common Stock surrendered for safekeeping will be treated as
Common Stock purchased through the Plan.
Certificates Issued for Shares
20. Will certificates be issued for shares of Common Stock
purchased pursuant to the terms of the Plan?
Certificates for shares of Common Stock purchased under the
Plan will not normally be issued to Participants. Any shares
purchased (including fractional shares) will be credited to
Participants' accounts in the Plan and will be shown on their
statement of account. However, certificates for any number of
whole shares of Common Stock credited to a Participant's account
will be issued upon written request. Certificates will not be
issued for fractional shares.
21. How do I receive a stock certificate for shares held in
my account?
Participants may request a stock certificate issued from
their Plan balance by submitting a request in writing or
signing and returning the applicable portion of the Plan
statement, indicating the number of shares to be issued. Mail
the request to:
Questar Corporation
Shareholder Services
P. O. Box 45433
Salt Lake City, UT 84145-0433
A certificate will be issued in the name(s) that appear on
the Company's records and will be mailed within 15 days of
receipt of the Participant's request.
22. May Common Stock held in a Plan account be transferred
or assigned to another person?
A Participant may transfer or assign Plan shares to another
person or entity by meeting the requirements for transfer of
stock. Requests for stock transfer requirements should be sent
to the address shown in question number 21 or by calling the
Company at 1-(800) 729-6788 or (801) 324-5885.
23. May Common Stock held in a Plan account be pledged as
collateral?
Common Stock held in a Plan account may not be pledged as
collateral. Participants wishing to use their Common Stock as
collateral must have certificates issued for the shares. The
certificates can then be delivered for collateral.
Termination of Participation
24. How does a Participant withdraw from the plan?
In order to terminate participation in the Plan, a
Participant must notify the Company in writing or sign and return
the applicable portion of the Plan's statement. Upon receipt of
the notice the Company will issue a certificate for the whole
shares credited to such Participant's account under the Plan and
a check for the fractional share. The certificate and check will
be issued to the registered account owners only. The notice
should be sent to:
Questar Corporation
Shareholder Services
P. O. Box 45433
Salt Lake City, Utah 84145-0433
If your account balance is less than 100 shares, you may
request the Plan Administrator to sell all shares. See question
number 28, " May I sell my shares through the Plan?"
25. When may a Participant withdraw from the Plan?
A Participant may withdraw from the Plan at any time. A
written request for withdrawal should be sent to the Company at
the address shown in question number 24. If the request to
withdraw is received by the Company between the dividend record
date and the subsequent Investment Period, the termination will
be completed after such Investment Period.
26. Can the Company cash a Participant out of the Plan?
The Company has the right to terminate a Participant from
the Plan if less than one Share is held in the Participant's
account. A check will be issued to the Participant for the cash
value of any fractional share in the Plan account
In addition, the Company may terminate a Participant's
participation in the Plan if it believes that such participation
may be contrary to the general intent of the Plan or in violation
of applicable law. The participant will receive a certificate
for whole shares and a check for the cash value of the fractional
share in the Plan account.
Sale of Shares
27. May I sell my shares through the Plan?
A Participant may sell up to 99 shares through the Plan.
To sell shares, send a written request or sign and return the
applicable portion of the Plan statement to the address shown in
question number 24. Indicate the number of shares to be sold. A
Participant with less than 10 shares in his/her account is
required to sell all of such shares. The request must be signed
by all account owners and is irrevocable after it is received by
the Company.
Any request received by the Company to sell 100 or more
shares will not be processed and the request will be returned to
the Participant.
28. When will shares be sold?
Shares will be sold on the open market at least once every
two weeks by the Company's appointed Independent Agent. The
agent will have full discretion in all matters related to the
sale, including the time of sale, sale price and the market or
persons through whom the shares are sold. Participants may not
specify a price at which to sell their stock.
A check will be issued for the proceeds of the sale, less
the broker commission and any tax withholding, if applicable, and
will be made payable to the registered account owners only,
within 30 days of receipt by the Plan Administration of the
request for sale.
Shares held outside the Plan may not be sold through the
Plan and the Company, in its discretion, may refuse to sell
shares of Common Stock deposited in the Plan for safekeeping or
purchased with optional cash payments that have been in a
Participant's account for less than 180 days.
No sales will be executed between ex-dividend date and the
related dividend record date.
Reports to Participants
29. What reports will be sent to Participants?
As soon as practicable after each Investment Period, the
Company will send each affected Participant a statement of
account. These statements will provide a continuing record of
information with respect to a Participant's account and should be
retained for tax purposes. In addition, each Participant will
receive copies of the communications sent to all holders of
Common Stock, including the Company's annual report to
shareholders, proxy materials, and income tax information.
Federal Tax Information
30. What are the federal income tax consequences if I
participate in the Plan?
Although your dividends will be reinvested, they are subject
to income tax as if they were paid to you in cash. You may also
be subject to income tax on gains resulting from sales of your
shares. You should consult with your own tax adviser concerning
your personal tax situation.
After the end of each calendar year, you will be sent an
Information Return summarizing dividends paid to you (i.e. a
1099-Div or 1042S) during the prior year, however, if the total
dividend amount is less than $10 an Information Return will not
be sent. An Information Return summarizing gross sales
transactions (i.e. 1099-B) during the prior year will also be
sent, if applicable. If the sale is for a fractional share only
and the amount is less than $20 an Information Return will not be
sent. The Company must provide copies of these Information
Returns to the U.S. Internal Revenue Service.
Although the Company makes efforts to assist Participants by
providing periodic statements and other reports, Participants
have the ultimate responsibility for maintaining their own
records for tax and other purposes.
Other Information
31. What happens if the Company issues a stock dividend,
declares a stock split, or has a rights offering?
Any shares of Common Stock distributed by the Company as a
stock dividend on shares credited to a Participant's account or
upon any split of such shares will be credited to the
Participant's account. Stock dividends or split shares
distributed on any certificated shares registered in the name of
the Participant will be mailed directly to the Participant in the
same manner as to stockholders who are not participating in the
Plan.
Warrants representing rights on any shares registered in the
Participant's name and on shares credited to the account of a
Participant will be mailed directly to the Participants in the
same manner as to stockholders not participating in the Plan.
32. How will a Participant's shares be voted at meetings of
stockholders?
The proxy card forwarded to each Participant prior to any
meeting of stockholders will include both the number of
certificated shares entitled to vote that are registered in the
Participant's name and the number of shares that are credited to
such Participant's Plan account. All such shares will be voted
in accordance with the instruction of the Participant on the
proxy card.
If a proxy card is not returned or if it is returned
unsigned, none of the Participant's shares indicated on such card
will be voted unless the Participant votes in person. If the
proxy card is returned signed but without instructions, the
Participant's shares will be voted in accordance with the
recommendations of the Company's Board of Directors.
33. What is the responsibility of the Company under the
Plan?
As the Administrator of the Plan, the Company will not be
liable for any act done in good faith or for any good faith
omission to act, including, without limitation, any claims of
liability arising out of failure to terminate the Participant's
account upon such participant's death prior to receipt of notice
in writing of such death, or with respect to the prices or times
at which, or sources from which shares are purchased or sold for
Participants, or with respect to any fluctuation in market value
before or after any purchase or sale of shares.
The Company cannot assure Participants of profit or protect
Participants against a loss on the shares purchased under the
Plan.
The Company intends to continue paying quarterly dividends,
but the payments of dividends will depend upon the Company's
future earnings, financial condition, and other factors.
34. May the Plan be changed or discontinued?
The Company reserves the right to suspend, modify, or
terminate the Plan at any time. All Participants will receive
notice of any such suspension or termination or any action that
significantly affects a Participant's rights or obligations under
the Plan.
35. Who interprets and regulates the Plan?
Any question of interpretation arising under the Plan will
be determined by the Company in accordance with applicable laws
of the state of Utah.
36. Where should correspondence regarding the Plan be
directed?
All correspondence regarding the Plan should be addressed
to:
Questar Corporation
Shareholder Services Department
P. O. Box 45433
Salt Lake City, Utah 84145-0433
The telephone number for the Shareholder Services Department
is 1-(800) 729-6788 or (801) 324-5885.
DESCRIPTION OF COMMON STOCK
The Company is authorized to issue 175,000,000 shares of
Common Stock without par value. In addition, the Company is
authorized to issue up to 5,000,000 shares of Class A Preferred
Stock, without par value ("Class A Preferred Stock "), and up to
5,000,000 shares of Class B Preferred Stock, without par value
("Class B Preferred Stock"). The Class A Preferred Stock and
Class B Preferred Stock may be issuable from time to time in one
or more series by Questar's Board of Directors, without further
action by stockholders. The Company has, however, agreed with
the Securities and Exchange Commission to undertake not to issue
shares of Class A or Class B Preferred Stock unless certain
financial tests are satisfied. The Company has not issued any
shares of Class A or Class B Preferred Stock.
The following summary of certain rights and privileges of
the holders of Common Stock of the Company does not purport to be
complete and is qualified in its entirety by reference to the
Company's Restated Articles of Incorporation and the laws of the
state of Utah. Holders of Common Stock do not have preemptive or
conversion rights. They are entitled to one vote for each share
held in connection with the election of directors and other
corporate matters and are entitled to receive such dividends as
may be declared by the Board of Directors of the Company. The
holders of Common Stock do not have cumulative voting rights.
Dividend Policy
The funds required by the Company to operate and to enable
it to pay dividends to holders of the Company's Common Stock are
expected to be derived from dividends paid by the Company's
subsidiaries.
Future dividends on Common Stock will be largely dependent
upon the financial condition and capital requirements of the
Company and its subsidiaries. No assurance can be given as to
the amount of future dividends, which will necessarily be
dependent on future earnings and financial requirements of the
Company and its subsidiaries. The most recent quarterly dividend
declared by the Board of Directors on Common Stock was $.295 per
share, payable on June 24, 1996, to holders of record on May 31,
1996.
Liquidation Rights
After satisfaction of the preferential liquidation rights,
with respect to preferred stock of the Company or any of its
subsidiaries, the holders of Common Stock are entitled to share,
ratably, in the distribution of all remaining assets.
Common Stock Purchase Rights
On February 13, 1996, the Company's Board of Directors
declared a dividend distribution of one right ("Rights") for each
outstanding share of Common Stock to stockholders of record at
the close of business on March 25, 1996. Such Rights will also
be issued for any shares of Common Stock issued after March 25,
1996, to Participants under the terms of this Plan. Each Right
entitles the registered holder to purchase from the Company one
share of Common Stock at a price of $175 (the "Purchase Price"),
subject to adjustment in certain circumstances. The Purchase
Price may be paid, at the election of the registered holder, in
cash, shares of Common Stock (valued at their Current Market
Value (as defined), or a combination thereof. The description
and terms of the Rights are set forth in a Rights Agreement,
between the Company and Chemical Mellon Shareholder Services,
L.L.C. dated as of February 13, 1996.
The Rights are described in the Rights Agreement, which
includes the form of Rights Certificate as an exhibit, attached
as Exhibit No. 4 to the Company's Current Report on Form 8-K
dated February 13, 1996. These documents are incorporated herein
by reference. A copy of the Rights Agreement is available free
of charge from the Company.
LEGAL OPINION
Ms. Connie C. Holbrook, the Company's Vice President and
Corporate Secretary, has issued an opinion concerning the
issuance of shares of Common Stock and Rights pursuant to the
terms of the Plan. As of June 30,1996, Ms. Holbrook owned
39,239 shares of the Company's Common Stock (in her own name and
allocated to her account in the Company's Employee Investment
Plan) and has currently exercisable options to purchase 26,745
shares of Common Stock pursuant to the terms of the Company's
Long-Term Stock Incentive Plan.
EXPERTS
The consolidated financial statements of Questar Corporation
and subsidiaries appearing in Questar's Annual Report (Form 10-K)
for the year ended December 31, 1995 have been audited by Ernst
& Young LLP independent auditors, as set forth in their report
thereon included therein and incorporated herein by reference.
Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority
of such firm as experts in accounting and auditing.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Utah's Revised Business Corporation Act permits, and in some
cases requires, the Company to indemnify directors and officers
who are or have been a party or are threatened to be made a party
to litigation against expenses (including attorneys' fees) in
specified circumstances. The Company's Bylaws basically provide
that the Company shall indemnify directors and officers to the
fullest extent permitted by law.
The Company maintains an insurance policy on behalf of its
directors and officers insurance them against certain
liabilities, including liabilities under the Securities Act of
1933 as amended. The Company has also entered into individual
indemnification agreements with its directors, approved by
shareholders, that provide each with a contractual right to
receive the maximum indemnification permitted by Utah law.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors or officers
of the Company pursuant to the foregoing provisions and
contracts, the Company has been informed that, in the opinion of
the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and is therefore
unenforceable.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Securities and Exchange Commission
Registration Fee $11,078
Printing 6,250
Accounting Fees 3,000
Total $20,328
Item 15. Indemnification of Directors and Officers.
Pursuant to the provisions of Sections 16-10a-903 and 16-10a-905 of
the Utah Revised Business Corporation Act, a director
of the Company is entitled, under specified circumstances, to
indemnification against reasonable expenses, including attorney's
fees, incurred by him as a result of an action or proceeding in
which he may be involved by reason of being or having been a
director of the Company. In general, indemnification is
available where the director was successful in defending against
actions brought that involve him as a director or if a court
determines that the director is entitled to indemnification.
Section 16-10a-907 entitled an officer to indemnification if he
is successful in defending against actions involving him as an
officer.
The Company's Bylaws provide that the Company may indemnify
any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative by reason of the fact that he is or was a director,
officer, employee or agent of the Company, or is or was serving
at the request of the Company as a director, officer, employee or
agent of another entity, against expenses (including attorneys'
fees), actually and reasonably incurred by him in connection with
such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the
best interests of the Company. In the case of criminal actions
or proceedings, the Company may not provide such indemnification
if such person had reasonable cause to believe his conduct was
unlawful, and in the case of actions by or in the right of the
Company, the Company may not provide such indemnification if such
person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Company (unless
the court determines that such indemnification is appropriate).
In addition, the Company Bylaws provide that the Company shall
indemnify directors, officers, employees and agents of the
Company against expenses (including attorneys' fees) actually and
reasonably incurred by them in connection with any action, suit
or proceeding, referred to above which such person has
successfully defended. Such indemnification provided pursuant to
the Bylaws is not exclusive, and the Company may obligate itself
to provide additional indemnification by agreement, vote of
shareholders, disinterested directors or otherwise.
The Company maintains an insurance policy on behalf of its
officers and directors pursuant to which (subject to the limits
and limitations of such policy) the officers and directors are
insured against certain expenses in connection with the defense
of actions or proceedings, and certain liabilities that might be
imposed as a result of such actions or proceedings, to which any
of them is made a party by reason of being or having been a
director or officer.
The Company has entered into individual indemnification
agreements with its directors providing each with a contractual
right to receive the maximum indemnification permitted by Utah
law.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors and officers
of the Company pursuant to the foregoing provisions and
contracts, the Company has been informed that, in the opinion of
the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and is therefore
unenforceable.
Item 16. Exhibits
The following exhibits are filed as part of this
Registration Statement.
Exhibit No. Description of Exhibit
4 Questar Corporation Dividend Reinvestment and
Stock Purchase Plan, as amended effective August
1, 1996.
5 Legal Opinion and Consent of Connie C. Holbrook,
Vice President and Corporate Secretary
23.1 Consent of Ernst & Young LLP, independent
auditors.
23.2 Consent of Connie C. Holbrook is included in her
Opinion. (Exhibit No. 5.)
24 Power of Attorney. (Contained in, and
incorporated herein by reference to pages II-4
through II-6 of this Registration Statement.)
Item 17. Undertakings.
(a) Rule 415 Offering.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement;
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-effective
amendment thereof) that, individually or in
the aggregate, represents a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar
value of securities offered would not exceed that which
was registered) and any deviation from the low or high
end of the estimated maximum offering range may be
reflected on the form of prospectus filed by the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate
offering price set forth in the "calculation of
Registration Fee" table in the effective registration
statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration
statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is on Form S-3 or Form
S-8 and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered
that remain unsold at the termination of the offering.
(b) Incorporation of Documents by Reference.
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Incorporated Annual and Quarterly Reports.
The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom
the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements
of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and where interim financial information required to be
presented by Article 3 of Regulation S-X are not set forth in the
prospectus, to deliver or cause to be delivered to each person to
whom the prospectus is sent or given, the latest quarterly report
that is specifically incorporated by reference in the prospectus
to provide such interim financial information.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this amendment to the Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Salt Lake, State of
Utah on the 5th day of August, 1996.
QUESTAR CORPORATION
(Registrant)
By /s/ R. D. Cash
R. D. Cash
Chairman of the Board,
Presidentand Chief
Executive Officer
POWER OF ATTORNEY
Each of the undersigned constitutes and appoints R. D.
Cash and S. E. Parks, and each of them, his true and lawful
attorneys in fact and agents, with full power of substitution and
resubstitution, in him and in his name, place, and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file
the same, with all exhibits, with the Securities and Exchange
Commission, hereby ratifying and confirming and our signatures as
they may be signed by the attorneys in fact appointed herein to the
documents described above.
Pursuant to the requirements of the Securities Act of 1933,
this amendment to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
/s/ R. D. Cash Chairman of the Board; August 5, 1996
R. D. Cash President and Chief
Executive Officer;
Director (Principal
Executive Officer)
/s/ S. E. Parks Vice President, August 5, 1996
S. E. Parks Treasurer, and Chief
Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Patrick J. Early Director August 5, 1996
Patrick J. Early
/s/ U. Edwin Garrison Director August 5, 1996
U. Edwin Garrison
/s/ James A. Harmon Director August 5, 1996
James A. Harmon
/s/ W. Whitley Hawkins Director August 5, 1996
W. Whitley Hawkins
/s/ William N. Jones Director August 5, 1996
William N. Jones
/s/ Robert E. Kadlec Director August 5, 1996
Robert E. Kadlec
/s/ Dixie L. Leavitt Director August 5, 1996
Dixie L. Leavitt
/s/ Gary G. Michael Director August 5, 1996
Gary G. Michael
/s/ D. N. Rose Director August 5, 1996
D. N. Rose
/s/ Harris H. Simmons Director August 5, 1996
Harris H. Simmons
Exhibit 4
QUESTAR CORPORATION
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
(As Amended and Restated Effective August 1, 1996)
Section 1. Plan Adopted
Questar Corporation, (the Company) hereby amends, effective
August 1, 1996, the Dividend Reinvestment and Stock Purchase Plan
(Plan), which was adopted by the Company on October 2, 1984, and
which was originally adopted by Mountain Fuel Supply Company on
December 17, 1982. Under the Plan, owners of the Company's
Common Stock will be provided an opportunity to invest cash
dividends and optional cash payments in additional shares of the
Company's Common Stock. (References to the Company's Common
Stock include the attached Common Stock Purchase Rights that are
described in a Rights Agreement dated as of February 13, 1996,
between the Company and Chemical Mellon Shareholder Services,
L.L.C.) In addition, interested investors, by making an initial
cash payment of at least $250, but not more than $100,000, may
purchase shares of the Company's Common Stock. Plan Participants
can also sell up to 99 shares of Common Stock held through the
Plan.
Section 2. Purpose of the Plan
The purpose of the Plan is to provide interested persons
with a simple and convenient method of investing cash dividends
and/or optional cash payments in shares of Common Stock at
regular intervals.
Section 3. Eligibility
Participation in the Plan is open to (1) shareholders of
record and (2) beneficial owners, assuming certain conditions are
met, and (3) persons not presently stockholders who are residents
of states where direct purchases under the terms of this Plan are
not precluded.
Section 4. Administration
The Company shall administer the Plan as agent for
Participants, keep records, send statements of account to
Participants, and perform other duties relating to the Plan.
Additional shares purchased under the Plan shall be registered in
the name of the Company or its nominee as agent for Participants
in the Plan. The Company, without the prior consent of the
Participants, may appoint a different plan administrator at any
time.
The Company shall designate an Independent Agent to make
purchases of Common Stock in the open market. Subject to certain
limitations, the Independent Agent shall have full discretion as
to all matters relating to such purchases, including determining
the number of shares, if any, to be purchased on any day or at
any time of the day, the prices paid for such shares, the markets
on which such purchases are made, and the persons (including
other brokers and dealers) from or through whom such purchases
are made. The Company shall also use this Independent Agent to
make odd-lot-sales of Common Stock at the request of Plan
Participants. The Company may, but is not obligated to, retain
an Independent Agent to comply with the various securities law
requirements imposed by some states.
Section 5. Participation
(a) Any holder of record of the Company's Common Stock may
join the Plan by signing an Authorization Form and returning it
to the Company. Authorization Forms will be furnished at any
time upon request made to the Plan Administrator.
(b) Beneficial owners of Common Stock may become
shareholders of record by having some or all of their shares
transferred into their names in order to be eligible to directly
participate in the Plan. Beneficial owners may request their
record holders (such as a broker or bank nominee) to participate
on their behalf.
(c) Interested investors who are not owners may purchase
shares of Common Stock by making a cash payment of at least $250.
After making this cash payment, $10 of which shall be charged as
an administrative fee, such investors will be treated as holders
of record even though their shares are held through the Plan.
(d) A person may enroll in the Plan at any time. The
Company must receive an Authorization Form before the record date
for a dividend in order to use such dividend to purchase
additional shares of stock. Dividends on Common Stock are
generally paid during the months of March, June, September, and
December. The record dates for dividends on Common Stock are
ordinarily within 30 days prior to the dividend payment dates.
The Investment Period is defined as five business days prior to
and subsequent to the Investment Date. Reinvested dividends are
used to purchase additional shares of stock during the Investment
Periods in which the dividend payment dates occur. The dividend
payment dates constitute Investment Dates for dividends only.
Optional cash payments are used to purchase additional shares of
stock during the Investment Periods in which the last business
day of each month occurs. The last business day of each month is
an Investment Date for optional cash purchases. If the Company
issues new shares to Plan Participants, the shares will be issued
and sold on the Investment Date.
(e) Authorization Forms shall appoint the Company as agent
for the participating shareholder and direct the Company to
purchase additional shares of the Company's Common Stock with
cash dividends payable on all or a specified portion of the
shares of Common Stock registered in the Participant's name as
well as whole and fractional shares of Common Stock credited to
the Participant's account under the Plan. The forms also
authorize the Company to purchase additional shares of the
Company's Common Stock with any optional cash payments made by
the Participant.
Section 6. Costs
The Company shall charge Participants the brokerage
commissions incurred in connection with purchasing shares of the
Company's Common Stock in the open market. Individuals making an
initial purchase through the Plan who are not shareholders will
be charged a one-time administrative fee of $10.00 to establish
an account. Participants electing to sell shares through the
Plan will pay brokerage commissions and any applicable taxes for
each sale.
At the present time, the Company pays all other costs in
connection with the administration of the Plan. The Company,
however, reserves the right to charge fees incurred when
administering Participants' accounts.
Section 7. Operation
(a) Shares Available Under the Plan. Common stock offered
pursuant to the Plan may be purchased in the open market or
through negotiated transactions. The Company also reserves the
right to issue and sell additional new shares of Common Stock to
Plan Participants. The Company's election between purchasing
shares on the open market and issuing new shares will depend on
several factors, including the Company's need for additional
equity funds. Any shares of Common Stock issued by the Company
shall be registered with the Securities and Exchange Commission.
(b) Price of Shares. The price of the Common Stock
purchased in the open market with reinvested dividends or with
optional cash payments will be the average cost of such shares,
including brokerage commissions incurred in connection with the
purchase of such shares, during the applicable Investment Period.
The price per share of Common Stock will be determined by
dividing the cost (including all brokerage fees but excluding
one-time administrative fees) of all shares purchased with
optional cash payments or reinvested dividends during the
applicable Investment Period by the total number of shares of
Common Stock purchased during such period to fulfill Plan
requirements.
The price of the Common Stock purchased directly from the
Company with reinvested dividends or with optional cash payments
will be the closing price of the Common Stock on the composite
tape of the New York Stock Exchange on the Investment Date, or if
no trading in the Common Stock occurs on such date, on the next
preceding date on which trading occurred.
(c) Number of Shares. The number of shares to be purchased
for each Participant's account shall be determined by the amount
of the dividends being reinvested; optional cash payments (if
any); the price of the Common Stock; and brokerage fees. Each
Participant's account will be credited with that number of
shares, including fractional shares (computed to four decimal
places), equal to the amount invested for such account divided by
the weighted average price (including brokerage fees) for all
purchases for all Participants during the applicable Investment
Period. The Company will reinvest dividends on all or a portion
of the shares of Common Stock registered in each Participant's
name, in accordance with such Participant's directions on the
Authorization Form(s), as well as dividends on shares of Common
Stock credited to such Participant's account under the Plan. The
Company will apply such dividends to the purchase of shares for
the account of such Participant. The Company will also apply any
optional cash payments received prior to the close of business on
the Investment Date to the purchase of shares for the account of
such Participant. (The Investment Date for the purpose of
reinvesting dividends is different than the Investment Date for
the purpose of purchasing Common Stock with optional cash
purchases.)
Section 8. Optional Cash Payments
A Participant in the Plan may make optional cash payments
each month. Optional cash payments must be at least $50.00 per
payment and not more than $100,000.00 per calendar year. The
same amount of money need not be sent each month and there is no
obligation to make optional cash payments. Optional cash
payments must be received by the close of business on the
Investment Date. Optional cash payments received after such time
will be held by the Company until the next Investment Period for
such payments. No interest shall be paid by the Company on
optional cash payments held pending investment.
Section 9. Initial Cash Payments
An interested investor who is not an owner of Common Stock
may make an initial cash purchase of Common Stock. Initial cash
payments must be at least $240 ($250 with the $10 administrative
fee) and cannot exceed $100,000. Once the initial cash purchase
is made, the investor becomes a Participant and can make optional
cash payments. Any initial cash payments are aggregated with
subsequent optional cash payments for purposes of the $100,000
maximum per calendar quarter. Shares purchased with initial cash
payments are credited to a new Participant's account in the Plan.
The new Participant is treated as a shareholder of record even
though no certificates representing the shares purchased with the
optional cash payments are issued except upon request.
Section 10. Odd Lot Sales
A participant may sell up to 99 shares of Common Stock
through the Plan. Such shares are sold on the open market at
least every two weeks by the Company's Independent Agent. The
Independent Agent shall have all discretion in all matters
related to the sale, including the terms of sale, sale price, and
the market or person through which the shares are sold. A
Participant may only sell Common Stock held through the Plan,
including shares of Common Stock represented by certificates sent
to the Company for safekeeping and enrolled in the Plan. A
Participant with less than 10 shares must sell all Plan shares.
A request must be signed by all account holders and is
irrevocable after it is received by the Company. A Participant
cannot specify a price at which to sell Plan shares. Brokerage
commissions associated with the sale will be deducted from the
proceeds mailed to the Participant.
Section 11. Reports to Participants
Each Participant shall receive a statement of account within
a month after the period on which each purchase of additional
shares is made for such Participant's account. In addition, each
Participant shall receive copies of the communications sent to
every holder of Common Stock, including annual reports, notice of
the annual meeting and proxy statement, and information returns
reporting dividend income received for tax purposes.
Section 12. Certificates for Shares of Common Stock
(a) Certificates for any number of whole shares credited to
an account under the Plan will be issued upon the written request
of the Participant. The dividends on such shares will continue
to be reinvested under the Plan unless the Participant directs
the Company otherwise.
(b) Certificates for fractions of shares will not be issued
under any circumstances.
(c) Shares in the account of a Participant under the Plan
may not be pledged, sold, or otherwise transferred prior to
withdrawal from the Company's custody.
(d) Accounts under the Plan shall be maintained in the
names in which certificates of the Participants were registered
at the time they entered the Plan. Certificates for whole shares
shall be similarly registered when withdrawn from the custody of
the Company. Accounts under the Plan for new Participants shall
be maintained in the names shown on the initial Authorization
Form submitted by such Participants.
(e) A Participant may send certificated shares to the
Company for safekeeping. Such shares will be treated as Plan
shares, and the dividends payable on such shares will be
reinvested. Such shares are also eligible to be sold, upon the
Participant's written request, by the Independent Agent.
Section 13. Withdrawal or Termination of Participation in the
Plan
(a) A Participant at any time may terminate or withdraw
from participation in the Plan by so notifying the Company in
writing.
(b) If the Company receives a notice of withdrawal or
termination prior to the record date for the next dividend
payment, the Company will pay such dividend and all subsequent
dividends on such stock to the Participant in cash. Upon notice
that the Participant has elected to terminate his entire
participation in the Plan, the Company will return any optional
cash payments that would otherwise have been invested during the
next Investment Period.
(c) If the Company receives notice of withdrawal or
termination after the record date for the next dividend payment,
the Company will invest such dividend for the Participant's
account. All subsequent dividends on such stock will be paid to
the terminating Participant in cash. Upon notice that the
Participant has elected to terminate his entire participation in
the Plan, the Company will return any optional cash payments that
would otherwise have been invested during the next Investment
Period.
(d) If a Participant withdraws or terminates his entire
participation in the Plan or if the Company terminates the Plan,
certificates for whole shares credited to the Participant's
account under the Plan will be issued. A cash payment will be
made for any fractional shares credited to the account. This
cash payment will be computed using the composite closing price
of the Company's Common Stock on the New York Stock Exchange on
the date the notice of termination is processed by the Company.
Section 14. Termination of Accounts
The Company, as the administrator of the Plan, has the right
to terminate a Participant from the Plan if less than one share
is held in the Participant's account. This termination will be
accomplished by sending the Participant a cash payment for the
fraction of a share held in the Plan. The cash payment for the
fractional share will be computed using the closing sale price of
the Company's Common Stock, as reported on the composite tape of
the New York Stock Exchange, on the date of the Participant's
termination. The Company will not terminate any Participant's
account during the period of time between the record date for a
dividend payment and the Investment Period.
In addition, the Company may terminate a Participant's
participation in the Plan if it believes that such participation
may be contrary to the general interest of the Plan or in
violation of applicable law. The Participant will receive a
certificate for whole shares and a check for the value of any
fractional shares in the Plan account.
Section 15. Disposition of Less Than All Shares Registered in
Participant's Name
A Participant may sell or otherwise dispose of all or a
portion of the shares of Common Stock registered in his name even
though the Participant has authorized the Company to reinvest
dividends payable on such shares. The Company will continue to
reinvest dividends payable on the remaining shares registered in
the Participant's name subject to its discretion to terminate any
Participant's account that has less than one share in it.
Section 16. Amendment of Plan
The Plan may be amended or terminated by action of the
Company's Board of Directors.
Exhibit 5
August 5, 1996
Questar Corporation
180 East First South
P. O. Box 45433
Salt Lake City, Utah 84145-0433
Gentlemen:
Re: Questar Corporation
Dividend Reinvestment and Stock Purchase Plan
Registration Statement on Form S-3
I am Vice President, Corporate Secretary, and Senior
Corporate Counsel of Questar Corporation, a Utah corporation (the
"Company"). In such capacity, I am acting as counsel for the
Company in connection with the filing of the above-captioned
Registration Statement on Form S-3 relating to 1,000,000
additional shares of the Company's common stock, without par
value (the "Common Stock"), for issuance pursuant to the terms of
the Company's Dividend Reinvestment and Stock Purchase Plan
("Plan") and of the common stock purchase rights ("Rights") that
are attached to and trade with the shares of the Company's Common
Stock issued pursuant to the terms of such Plan.
I have examined the Restated Articles of Incorporation of
the Company as amended; the Bylaws of the Company, as amended;
the Registration Statement; the Plan as amended; the resolution
adopted by the Company's Board of Directors on February 13, 1996,
reserving the shares for issuance pursuant to the terms of the
Plan; and such other documents, certificates and corporate or
other records as I have deemed necessary or appropriate as a
basis for the opinion set forth herein. In my examination, I
have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents
submitted to me as originals, the conformity to the original
documents of all documents submitted to me as originals or
photostatic copies, and the authenticity of the originals of such
latter documents. As to any facts material to the opinion
expressed herein which were not independently established or
verified, I have relied upon statements and representations of
officers and other representatives of the Company and others.
I am admitted to the Bar of the State of Utah, and I express
no opinion as to the laws of any other jurisdiction except the
laws of the United States of America.
Based upon the foregoing, I am of the opinion that:
(1) the Company is a corporation duly organized and
existing under the laws of the State of Utah;
(2) the 1,000,000 additional shares of Common Stock,
together with the remaining 682,526 shares previously
reserved and registered, to be issued pursuant to the
terms of the Plan, when paid for and issued, will be
validly issued and lawfully outstanding, fully paid and
non-assessable shares of the Common Stock.
I hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement on Form S-3 filed with the
Securities and Exchange Commission by the Company for the
registration of 1,000,000 shares of the Company's Common Stock,
together with the Rights, that may be issued pursuant to the
terms of the Plan.
I further consent to the reference made to me under the
heading "Legal Opinion" in the Prospectus forming a part of the
Registration Statement.
Sincerely,
/s/ Connie C. Holbrook
Exhibit-23.1
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Questar
Corporation for the registration of 1,000,000 shares of its common stock
and to the incorporation by reference therein of our report dated February
9, 1996, with respect to the consolidated financial statements of Questar
Corporation included in its Annual Report (Form 10-K) for the year ended
December 31, 1995, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
August 2, 1996
Salt Lake City, Utah
