PROSPECTUS
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 additional
investments of $50 to $100,000 per year by personal check, cashier's
check, money order, or through automatic monthly deductions from a
qualified bank account. 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.
Other interested investors may also participate in the Plan.
Upon written request, participants may receive certificates for
whole shares of Common Stock credited to their Plan accounts.
Participants may also receive a check by selling odd lot shares (from
1 to 99) of Common Stock credited to their Plan accounts.
Participants may deposit their certificated shares in the Plan
for safekeeping and reinvestment of dividends.
Under the Plan, the Company may 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 regular benchmark closing price of the Common
Stock on the composite tape of the New York Stock Exchange on the
Investment Date as reflected in the "Wall Street Journal".
The Company has reserved a total of 10,000,000 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 regular benchmark price of the Common Stock on
the New York Stock Exchange on February 8, 2000, was $15.
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 February 8, 2000
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. The Commission also maintains a
website at www.sec.gov that contains materials filed by the company.
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
September 30, 1999; the Annual Report on Form 10-K for the fiscal
year ended December 31,1998, 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, General Counsel and Corporate 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.....................................................4
Use of Proceeds.................................................4
Description of the Plan.........................................4
Purpose....................................................4
Advantages.................................................4
Administration.............................................5
Cost to Participate........................................5
Participation..............................................5
Participation Options......................................7
Cash Investments...........................................8
Direct vs. Market Purchases................................9
Reinvestment of Dividends..................................9
Safekeeping of Certificates...............................10
Certificates Issued for Shares............................10
Termination of Participation..............................10
Sale of Shares............................................11
Reports to Participants...................................12
Federal Tax Information...................................12
Other Information.........................................12
Description of Common Stock....................................13
Dividend Policy...........................................14
Liquidation Rights........................................14
Common Stock Purchase Rights..............................14
Legal Opinion..................................................14
Experts........................................................14
Indemnification of Directors and Officers......................14
THE COMPANY
Questar Corporation (the "Company") is an integrated energy
company with $2.2 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 February 8, 2000.
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. Optional cash payments can be made by
personal check, cashier's check, money order, or through automatic
monthly deductions from a qualified bank account.
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 or authorizing automatic
monthly deductions of at least $50 from a qualified bank account,
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. The Company will use an
independent agent when making open market purchases. 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?
When the Plan purchases shares from the Company, Participants
will not pay any commissions on shares purchased through the Plan.
However, when the Plan purchases 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,
or by authorizing automatic monthly deductions of at least $50 from a
qualified bank account.
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 appears on our records
as the registered owner of Questar's Common Stock.
Other interested investors are eligible to participate in the
Plan if they are a resident of a state whose securities laws allow
issuers to sell securities without registration as a broker-dealer.
Securities laws in 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 reading
this Prospectus and completing the appropriate Authorization Form and
returning it to the Company at the address shown below. A Prospectus
and an Authorization Form may be obtained at any time by contacting
the Company by telephone, in writing, by e-mail, or downloaded from
the Company's Internet web page:
Questar Corporation
Shareholder Services
P.O. Box 45433
Salt Lake City, Utah 84145-0433
Telephone Number: 1-800-729-6788 or
(801)324-5885
E-Mail: [email protected]
Web Page: http://www.questar.com
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 reading this Prospectus and 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), or by
authorizing automatic monthly deductions of at least $50 ($8,333
monthly maximum) from a qualified bank account. The Prospectus, an
Authorization Form and an Automatic Cash Contribution Authorization
Form may be obtained at any time by contacting the Company by
telephone, in writing, by e-mail, or downloaded from the Company's
Internet web page:
Questar Corporation
Shareholder Services
P.O. Box 45433
Salt Lake City, Utah 84145-0433
Telephone Number: 1-800-729-6788 or
(801)324-5885
E-Mail: [email protected]
Web Page: http://www.questar.com
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, or by automatic monthly
deductions of at least $50 from a qualified bank. 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
require shares to be sold through registered broker-dealers and
exclude the Company from the definition of broker-dealer?
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 who are not current shareholders of record will be
charged a one time $10 administrative fee to establish an account when
they make an initial purchase through the Plan . 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; or if by automatic monthly deductions, $10
will be deducted from the first minimum monthly investment of $50, and
$40 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 at least one
share certificated and registered 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, or authorize automatic monthly deductions of
at least $50 from a qualified bank account. 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, or by
authorizing automatic monthly deductions of at least $50 from a
qualified bank account.
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. Can I have optional cash investments automatically deducted
from my bank account?
Yes. You can authorize monthly automatic deductions from an
account at a financial institution that is a member of the National
Automated Clearing House Association. The minimum amount for monthly
deductions is $50, and the maximum amount is $8,333, and must be in
U.S. dollars.
To initiate this service, you must send in a completed "Automatic
Cash Contribution Authorization Form" to the Company at the address
listed in question number 6. To change any aspect of the
instructions, you must send a revised form to the Company. To
terminate deductions, you must notify the Company in writing at least
five (5) business days prior to the date scheduled for charging the
account.
Initial set-up and changes to the automatic deduction
instructions will be made as soon as practicable. Once automatic
deductions begin, funds will be deducted from your designated account
on the 25th of each month, or on the next business day if the 25th is
not a business day.
14. When will optional cash payments be invested?
The Investment Date for optional cash payments 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 up to three business days prior to the Investment
Date and extending up to three 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.
Investments made by check, cashier's check, or money order can
be sent each month or on an irregular basis. The amounts
automatically deducted from a qualified bank account must be the same
amount each month.
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
15. 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.
16. 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 three 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 regular benchmark closing price of the
Common Stock as reported on the consolidated tape of the New York
Stock Exchange on the Investment Date as reflected 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.
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.
Reinvestment of Dividends
17. 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 up
to three business days prior to the dividend payment date and
extending up to three business days after such date.)
18. 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.
19. 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
20. 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 22, 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
21. 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.
22. 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.
23. 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 22 or by calling the Company at 1-(800)
729-6788 or (801) 324-5885.
24. 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
25. 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?").
26. 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 25. 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.
27. 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
28. 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
25. 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 has been processed by the Company.
Any request received by the Company to sell 100 or more shares
will be processed as a request to sell up to 99 shares only.
29. When will shares be sold?
Shares will be sold on the open market at least once
approximately 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 (if the
shareholder has not certified their tax identification number or the
Company has been notified by the IRS that the shareholder is subject
to backup withholding), and will be made payable to the registered
account owners only, within 30 days of receipt by the Plan
Administrator 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 sale that would terminate an account will be executed between
ex-dividend date and the related dividend payment date.
Reports to Participants
30. 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
31. 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 if the total dividend amount
is $10 or more. An Information Return summarizing gross sales
transactions (i.e., 1099-B) during the prior year will also be sent if
the amount of the sale is $20 or more. The Company must also provide
this information to the 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
32. 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.
33. 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.
34. 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.
35. 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.
36. 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.
37. 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. The e-mail address for the
Shareholder Services Department is [email protected].
DESCRIPTION OF COMMON STOCK
The Company is authorized to issue 350,000,000 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 $.17 per share, payable on
December 13, 1999, to holders of record on November 19, 1999.
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 $87.50 (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 ChaseMellon 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, General
Counsel 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 September 30, 1999, Ms. Holbrook owned 94,351 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 114,396 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, 1998 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 insuring 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.
