SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report - February 8, 2000
(Date of earliest event reported)
Questar Corporation
(Exact name of registrant as specified in charter)
STATE OF UTAH 1-8796 87-0407509
(State or other juris- (Commission (I.R.S. Employer
diction of incorporation File No.) Identification No.)
or organization)
P.O. Box 45433, 180 East First South Street, Salt Lake City, Utah 84145-0433
(Address of principal executive offices)
Registrant's telephone number, including area code (801) 324-5000
Not Applicable
(Former name or former address, if changed since last report.)
FORM 8-K
CURRENT REPORT
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Exhibit
4 Questar Corporation Dividend Reinvestment and Stock
Purchase Plan as amended and restated effective
February 8, 2000
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
QUESTAR CORPORATION
(Registrant)
February 18, 2000 By /s/ S. E. Parks
(Date) S. E. Parks
Vice President, Treasurer, and
Chief Financial Officer
QUESTAR CORPORATION
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
(As Amended and Restated Effective February 8, 2000)
Section 1. Plan Adopted
Questar Corporation, (the Company) hereby amends, effective
February 8, 2000, the Dividend Reinvestment and Stock Purchase Plan
(Plan), which was originally adopted December 17, 1982 and has been
significantly amended since such date. 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 ChaseMellon 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 broker-dealer 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 or by
authorizing automatic monthly deductions of at least $50 from a
qualified bank account. 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 in 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 three
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
regular benchmark closing price of the Common Stock on the New York
Stock Exchange on the Investment Date as reported in the Wall Street
Journal, 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 three 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.
By signing an Automatic Cash Contribution Authorization Form, a
Participant can also have optional cash investments deducted from his
account at a financial institution that is a member of the National
Automated Clearing House Association. Amounts automatically deducted
are subject to the same minimum and maximum amounts specified above.
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) or at
least $50 in automatic monthly deductions ($10 fee will be deducted
from the first month's investment, $40 will be reinvested), 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 approximately 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 processed 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. The Company shall send
information returns to Participants who sell Plan shares if the amount
of the sale is $20 or more.
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 (if the total dividend is $10 or more).
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 fractional 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. Stock Transfers
A Participant can transfer shares held through the Plan without
having such shares actually certificated. To transfer ownership of
shares or to change the name on an account, a Participant must submit
a signed stock power with a Medallion signature guarantee on the form
and submit any other documents required by the Company.
Section 14. 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 regular benchmark closing price of the Company's
Common Stock on the New York Stock Exchange as reported in the Wall
Street Journal on the date the notice of termination is processed by
the Company.
Section 15. 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 regular benchmark closing sale price of the
Company's Common Stock on the New York Stock Exchange as reported on
the Wall Street Journal, 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 16. 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 17. Amendment of Plan
The Plan may be amended or terminated by action of the Company's
Board of Directors.
