As filed with the Securities and Exchange Commission on May __, 1996.
Registration No. _________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
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 Street
P.O. Box 45433
Salt Lake City, Utah 84145-0433
(801) 534-5000
(Address of principal executive offices)
QUESTAR CORPORATION DIRECTORS' STOCK PLAN
(Full title of the Plan)
Connie C. Holbrook
Vice President and Secretary
180 East First South Street
P.O. Box 45433
Salt Lake City, Utah 84145-0433
(801) 534-5202
(Name, address, and telephone number of Agent for service.)
Approximate date of proposed commencement of sales pursuant to the Plan:
From time to time after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to to be price offering registration
be registered registered per share price fee
Questar 50,000 shares 1/ 2/ $1,678,125 3/ $577.28
Corporation
Common Stock
Questar
Corporation
Common Stock
Purchase Rights
1/ Questar Corporation (the "Company") has reserved 50,000 shares of Common
Stock and Common Stock Purchase Rights ("Rights") that are attached to and
trade with the Company's Common Stock for issuance under the Directors' Stock
Plan. By this Registration Statement, the Company is registering said
shares. Such additional securities are also being registered hereby as may
become issuable under the Plan as a result of applicable anti-dilution
provisions.
2/ Not applicable.
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 available
under the Plan by $33.5625, the average of the high and low prices reported
for sales of the Company's Common Stock on May 28, 1996.
This document constitutes part of
a prospectus covering securities that
have been registered under the Securities
Act of 1933
QUESTAR CORPORATION
DIRECTORS' STOCK PLAN
June 1, 1996
QUESTAR CORPORATION
DIRECTORS' STOCK PLAN
The Company will provide without charge to each participant, on the oral
or written request of such person, a copy of the Company's most recent annual
report to shareholders and any documents (excluding exhibits) incorporated in
the Registration Statement by reference. Written requests should be directed
to Connie C. Holbrook, Vice President and Corporate Secretary, by mail to 180
East First South, Salt Lake City, Utah 84145-0433, and oral requests should
be made by telephone at (801) 534-5202.
Table of Contents
Introduction............................................................... 3
Eligibility..................................................................3
General Terms.............................................................. 3
Securities Law............................................................. 5
Administration............................................................. 5
Number of Shares........................................................... 5
Relationship to Other Plans................................................ 5
Plan Amendment and Termination............................................. 6
Exhibit A - Questar Corporation Directors' Stock Plan..................... A-1
Introduction
The securities covered by this Prospectus are being offered by Questar
Corporation ("Questar" or the "Company"), a Utah corporation with its
principal office located at 180 East First South Street, Salt Lake City, Utah
84145-0433, pursuant to the Directors' Stock Plan (the "Plan"). Such
securities include 50,000 shares of the Company's common stock without par
value and the common stock purchase rights that are attached to such shares
(the "Common Stock").
The principal features of the Plan are explained in this Prospectus to
inform participants about the Plan. The complete text of the Plan, however,
which is set forth as Exhibit A in this Prospectus, should be read carefully
to obtain a complete understanding of the Plan. In case of conflict or
apparent conflict between the summary and the Plan, the Plan will control.
Under the Plan, eligible directors of the Company may elect to receive
their annual retainers and/or meeting fees with shares of the Company's
Common Stock having a value equal to such fees.
The Plan was adopted by Questar's Board of Directors on February 13,
1996, subject to shareholder approval, which was obtained on May 21, 1996.
The Plan, which is effective June 1, 1996, was adopted to permit directors
to increase their ownership of the Company's Common Stock and to tie the
directors' interests more closely with those of shareholders.
The Plan is not qualified under Section 401(a) of the Internal Revenue
Code of 1986 and is not subject to any provisions of the Employee Retirement
Income Security Act of 1974.
The Company is using Common Stock to pay directors' fees and will not
receive any proceeds from the Common Stock covered by this Registration
Statement.
The following is an explanation of the provisions of the Plan.
Eligibility
1. Who is eligible to participate?
Non-employee voting directors of the Company are eligible to participate.
At the current time, the Company has 10 individuals who are eligible to
participate.
General Terms
2. How does a director make a election to participate?
All eligible directors will be given election forms by which they can
elect to receive all or a portion (in 25 percent increments) of their
retainer fees, meeting fees, or total fees in shares of Common Stock. The
election must be made six months in advance to comply with the requirements
imposed by the Securities and Exchange Commission (the "Commission"). See
question number 5. A director's election to participate in the Plan shall
be described as irrevocable. The director, however, may revoke or change any
election by making a subsequent written election that takes effect six months
after being received by the Company's Corporate Secretary.
3. Which fees may a director elect to receive with shares of Common
Stock?
An eligible director may elect to receive all or a portion of the
retainer fees and/or meeting fees paid for service as a director of Questar
or its fee-paying subsidiaries. Nonemployee directors currently receive an
annual retainer of $12,000 for service as a director of the Company and
$4,800 for service as a director of a subsidiary Board. They also receive
$800 for attendance at each meeting of Questar's Board, $600 for attendance
at each Questar Board Committee ($750 for the Chairman of such Committee),
and $500 for attendance at each meeting of a subsidiary Board on which they
serve.
4. How will the number of shares be calculated?
The number will be calculated using the fair market value, which is
defined as the closing price of the Common Stock as reported on the New York
Stock Exchange (the "NYSE") on the day the fees would otherwise be payable.
If the payable date is a date on which the NYSE is not open, the closing
price on the preceding business day will be used.
The following example may be helpful: A nonemployee voting director
elects to receive one-half his retainer paid by Questar and all of his
retainer paid by the subsidiary in Common Stock. Effective December 1, 1996
(six months after the Plan is adopted and six months after the director makes
his election), he will receive Common Stock having a fair market value equal
to $900. Assuming that the Common Stock has a fair market value
of $40.00 per share on such date, the participating director would receive
22.5 shares of Common Stock.
5. Will a director actually receive certificates representing the
earned shares?
All shares issued under the Plan, including fractional shares, will be
held in a book entry account. Participating directors may choose to receive
a stock certificate representing the number of whole shares acquired by
notifying the Company's Corporate Secretary in writing. The Company shall
make a cash payment to the participating director for any fractional shares
using the closing price of the Common Stock on the NYSE on the date the
notification is received (or the next preceding business day if the
notification is received on a day when there is no closing price on the
NYSE). The shares, when held in a book entry account, will be "issued" on
the Company's shareholder records for purposes of dividends,
voting rights, outstanding shares, etc.
Securities Law
6. What securities requirements and restrictions apply to the Common
Stock and to the elections to receive it?
The shares of Common Stock available under the Plan are registered to
avoid any concerns about restricted stock and holding periods. The Plan was
submitted for shareholder approval in order to comply with the provisions of
Rule 16b-3 promulgated by the Commission to enforce Section 16(b) of the
Securities Exchange Act of 1934, as amended (the "Act"). The Plan requires
elections to be made six months before they become effective to comply with
Rule 16b-3 of the Commission's rules. Participating directors will not be
required to report each acquisition of stock, but will be permitted to
aggregate the purchases and report them on a Form 5 filed on an annual basis.
The acquisition of Common Stock (and the subsequent disposition of such stock)
will be exempt from the requirements of the "short-swing profit" rule.
Administration
7. Who administers the Plan?
The Board of Directors administers the Plan. The Option Committee, a
group of disinterested officers chosen by the Company's Chairman, President
and Chief Executive Officer, is authorized to interpret the Plan. The plan
is nondiscretionary in its principal provisions, and participation in the
Plan will not cause any director to lose status as a "disinterested director"
under the rules promulgated by the Commission to interpret and enforce
Section 16(b) of the Act.
Number of Shares
8. How many shares have been reserved for the Plan?
A total of 50,000 shares has been reserved for use with the Plan. These
shares may consist of either original issue shares of shares purchased on the
open market. The number of shares is subject to automatic adjustment in
certain circumstances, such as stock split or dividend.
Relationship to Other Plans
9. What is the relationship between the Plan and the Deferred
Compensation Plan for Directors and the Stock Option Plan for Directors?
Under the Deferred Compensation Plans adopted by the Company and its
primary affiliates, nonemployee directors currently have the right to defer
their fees and to have such fees accounted for as if invested in shares of
Common Stock (phantom stock option). Directors who are deferring receipt of
their fees under the terms of the Deferred Compensation Plans will not be
taxed on the value of the phantom stock shares until they receive a cash
distribution equal to the fair market value of such shares upon retirement or
resignation. Directors who elect to be paid with actual shares of Common Stock
under the Plan will be taxed as if they had received cash fees.
The Company's nonemployee directors also receive nonqualified stock
options to purchase shares of Common Stock, under the terms of the Stock
Option Plan for Directors, and may have options with exercise prices below
the current fair market value of the Company's Common Stock. Shares of
stock receive in lieu of fees may be used as consideration for option shares,
but such shares must have been issued (not physically certificated) for six
months prior to being used as consideration for option shares.
Plan Amendment and Termination
10. Can the Plan be amended or terminated?
The Board of Directors may amend or terminate the Plan without
shareholder approval except to the extent that applicable law or regulations
require such approval or unless the Board, on advice of counsel, determines
that shareholder approval is otherwise necessary or advisable. The Plan
cannot be amended more often that every six months unless the amendment is
necessary to comply with tax laws.
<PAGE>
EXHIBIT A
QUESTAR CORPORATION
DIRECTORS' STOCK PLAN
Section 1. Purpose
Questar Corporation (the "Company") hereby establishes the Questar
Corporation Directors' Stock Plan (the "Plan"), which provides nonemployee
directors with the option to receive all or part of their fees in shares of
the Company's common stock. The purpose of this Plan is to further
strengthen the alignment of interests between nonemployee directors and the
Company's shareholders.
Section 2. Definitions
"Director" means a member of the Company's Board of Directors who is not an
employee of the Company.
"Election" means a Participant's delivery of written notice of election to
the Secretary of the Company electing to receive fees or a portion of such
fees (in 25 percent increments) in the form of common stock.
"Fees" means the annual retainer (paid in monthly installments) and
meeting fees earned by a Director for service as a member of the Board of
Directors and as a member of a Committee established by the Board of
Directors. Fees shall also mean any annual retainers and meeting fees
earned by a Director for service as a director of a subsidiary owned or
controlled by the Company.
"Participant" means a Director who has elected to receive payment of all or
a portion of his or her fees in shares of common stock.
Section 3. Administration.
The Plan shall be administered by the Board of Directors or a Committee
designated by the Board. The Plan is designed to qualify for the exemption
for "formula award" plans provided for in Rule 16b-3(c)(ii) of the rules
adopted by the Securities and Exchange Commission to enforce Section 16(b)
of the Securities Exchange Act of 1934, as amended (the "Act"). The Board
of Directors shall appoint a committee of "disinterested" directors to
administer the Plan if, in the opinion of counsel to the Company, it is
necessary to preserve the exemption for shares obtained pursuant to this
Plan from Section 16(b) of the Act.
Subject to the provisions of the Plan, the Board of Directors or the
designated Committee shall have the authority to interpret the Plan; to
establish, amend, and rescind appropriate rules and regulations pertaining
to the Plan; to administer the Plan; and to take all such steps and make all
such determinations in connection with the Plan. No member of the Board of
Directors or designated Committee shall be liable for any action or
determination made in good faith. The determinations, interpretations, and
other actions of the Board of Directors or designated Committee pursuant to
the provisions of the Plan shall be binding and conclusive for all purposes
and all persons.
Section 4.Eligibility and Participation
Participation in the Plan shall be limited to members of the Board of
Directors who are not employees of the Company.
A Director may elect to receive all or a portion (in 25 percent increments)
of his/her fees in shares of the Company's common stock. These fees include
the annual retainer paid by the Company or its subsidiaries and any meeting
fees for attendance at meetings of the Board of Directors, its Committees,
and subsidiary Boards of Directors.
A Director may elect to participate in the Plan by providing written notice
of his or her election to participate and to receive all or a portion of
earned fees in shares of the Company's common stock. This notice shall be
effective six months after being received by the Company's Corporate
Secretary. A Director's election to participate in the Plan shall
be irrevocable. Notwithstanding the preceding sentence, a Participant may
revoke or change any election by making a subsequent written election that
takes effect six months after being received by the Company's Corporate
Secretary.
Section 5. Common Stock Subject to Plan
A maximum of 50,000 shares of common stock may be issued under this Plan.
The common stock issued under this Plan, at the option of the Board of
Directors, may be either original issue or purchased on the open market. In
the event of any change in the outstanding common stock of the Company by
reason of any stock split, stock dividend, merger, consolidation,
reorganization, or other similar change in capitalization, the number or kind
of shares that may be issued under the Plan shall be automatically adjusted
so that the proportionate interest of the shares issuable under this Plan is
maintained as before the occurrence of such event.
Section 6. Issuance of Shares
The number of shares to be awarded by a Director shall be calculated
using the closing price of the Company's common stock on the New York Stock
Exchange ("NYSE") on the date the Director's fees for service would otherwise
have been paid. If there is no closing price on such day, the number of
shares shall be calculated using the closing price of the common stock on the
NYSE on the next preceding business day.
All shares issued under the Plan, including fractional shares, shall be
held in a book entry account. Participants may choose to receive a stock
certificate representing the number of whole shares acquired by notifying the
Company's Corporate Secretary in writing. The Company shall make a cash
payment to the Participant for any fractional shares using the closing price
of the Company's common stock on the NYSE on the date the notification
is received (or the next preceding business day if the notification is
received on a day when there is no closing price on the NYSE).
Section 7. Effective Date
The Plan shall be submitted to the shareholders of the Company for their
approval and adoption and will become effective June 1, 1996, upon such
approval.
Section 8. Amendment and Termination
The Board of Directors of the Company may at any time terminate, and from
time to time may amend or modify, the Plan, provided, however, that no
amendment or modification may become effective without approval by the
shareholders of the Company, if shareholder approval is required to enable
the Plan to satisfy any applicable statutory or regulatory requirements or if
the Board of Directors, on advice of counsel, determines that shareholder
approval is otherwise necessary or advisable. In addition, the Board of
Directors may not amend the Plan more than once every six months unless the
amendment is designed to implement changes in the Internal Revenue Code of
1986 as amended, or rules promulgated to enforce it.
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission are hereby incorporated by reference into this Registration
Statement:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1995.
(2) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996.
(3) The Company's Registration Statement on Form 8-A dated March
25, 1996, relating to the Company's Common Stock Purchase Rights.
(4) All other reports filed pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by
the Annual Report referred to above.
All reports and definitive proxy statements subsequently filed by the
Company pursuant to Sections 13, 14 and 15 of the Securities Exchange Act of
1934 prior to the filing of a post-effective amendment that indicates that
all shares of Common Stock offered have been sold or that deregisters all
securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the
date of filing such documents.
Item 5. Interests of Named Experts and Counsel.
Mr. R. G. Groussman, the Company's Vice President and General Counsel,
has issued an opinion concerning the issuance of shares of Common Stock and
Rights pursuant to the terms of the Plan. As of March 31, 1996, Mr.
Groussman beneficially owned 33,909 shares of Common Stock. He also has
currently exercisable options to purchase 29,000 shares of stock granted to
him under the terms of the Company's Long-Term Stock Incentive Plan.
The consolidated financial statements of the Company appearing in the
Company'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.
Item 6. 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 entitles 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 option of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act
and is therefore unenforceable.
Reference is made to Sections 16-10a-903, 16-10a-905, and 16-10a-907
of the Utah Revised Business Corporation Act, which provide for
indemnification of directors and officers in certain circumstances.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration
Statement:
Exhibit
Number Description of Exhibit
5 Opinion of R. G. Groussman, Vice President
and General Counsel.
23.1 Consent of R. G. Groussman (contained in and
incorporated by reference to Exhibit 5).
23.2 Consent of Ernst & Young LLP.
24 Appointment of Power of Attorney (contained
in and incorporated herein by reference to
pages II-5 - II-7 of Registration Statement).
Item 9. Undertakings.
(a) Rule 415 Offering.
The undersigned registrant hereby undertakes:
(l) 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.
(e) 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.
(h) Registration Statements on Form S-8.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore, unenforce-
able. In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
SIGNATURES
The Registrant:
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-8 and has duly caused this
Registration Statement to be signed on its behalf by the under-
signed, thereunto duly authorized, in the City of Salt Lake, State of Utah,
on May 30, 1996.
QUESTAR CORPORATION
(Registrant)
By /s/ R. D. Cash
R. D. Cash
Chairman of the Board,
President and 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
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; May 30, 1996
R. D. Cash President and Chief
Executive Officer;
Director (Principal
Executive Officer)
/s/ S. E. Parks Vice President, May 30, 1996
S. E. Parks Treasurer, and Chief
Financial Officer
(Principal Financial Officer)
/s/ Patrick J. Early Director May 30, 1996
Patrick J. Early
/s/ U. Edwin Garrison Director May 30, 1996
U. Edwin Garrison
/s/ James A. Harmon Director May 30, 1996
James A. Harmon
/s/W. Whitley Hawkins Director May 30, 1996
W. Whitley Hawkins
/s/ William N. Jones Director May 30, 1996
William N. Jones
/s/ R. E. Kadlec Director May 30, 1996
R. E. Kadlec
/s/ Dixie L. Leavitt Director May 30, 1996
Dixie L. Leavitt
/s/ Mary Mead Director May 30, 1996
Mary Mead
/s/ Gary G. Michael Director May 30, 1996
Gary G. Michael
/s/ D. N. Rose Director May 30, 1996
D. N. Rose
/s/ Harris H. Simmons Director May 30, 1996
Harris H. Simmons
May 30, 1996
Questar Corporation
180 East First South
P.O. Box 45433
Salt Lake City, Utah 84145-0433
Gentlemen:
Re: Questar Corporation
Registration Statement on Form S-8
Directors' Stock Plan
I am Vice President and General 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-8 relating to 50,000 shares of the Company's common
stock, without par value (which shares include the related common stock
purchase rights that are attached thereto) (the "Common Stock").
I have examined the Restated Articles of Incorporation of the Company as
amended; the Company's Bylaws as amended; the Registration Statement on Form
S-8 relating to the 50,000 additional shares of Common Stock reserved for
issuance under the Directors' Stock Plan as amended (the "Stock Plan"); the
Stock Plan; resolutions adopted by the Company's Board of Directors adopting
the Stock Plan; action taken by the Company's shareholders to approve the
Stock Plan; and other such 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 submitted to me as certified or photostatic copies,
and the authenticity of the originals of such latter documents. As to any
facts material to the opinion expressed herein that were not independently
established or verified, I have relied upon statements and representation 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 the 50,000
shares of Common Stock being registered and covered by the captioned
Registration Statement have been duly authorized and, when paid for and
issued, will be validly issued and lawfully outstanding, fully paid, and
nonassessable shares of Common Stock.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission by the Company for the registration, under the Securities Act of
1933, as amended, of the 50,000 shares of Common Stock that may be issued
pursuant to the terms of the Stock Plan.
I further consent to the reference made to me in the Registration
Statement.
Sincerely,
/s/R. G. Groussman
R. G. Groussman
RGG:ca
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Interests of Named
Experts and Counsel" in the Registration Statement (form S-8) pertaining to the
Questar Corporation Directors' Stock Plan 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
May 28, 1996
