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 13, 1996
(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) 534-5000
Not Applicable
(Former name or former address, if changed since last report.)
FORM 8-K
CURRENT REPORT
Item 5. Other Events.
(a) On February 13, 1996, the Board of Directors of registrant
Questar Corporation, a Utah corporation (the "Company"), declared a
dividend distribution of one Right for each outstanding share of common
stock, without par value (the "Common Stock"), of the Company to
stockholders of record at the close of business on March 25, 1996 (the
"Record Date"). Each Right entitles the registered holder to purchase
from the Company one share of Common Stock at a price of $175 (the
"Purchase Price"), subject to adjustment in certain circumstances. The
description and terms of the Rights are set forth in a Rights Agreement,
dated as of February 13, 1996, between the Company and Chemical Mellon
Shareholder Services, L.L.C.
Initially, the Rights will be attached to the certificate
representing outstanding shares of Common Stock, and no separate
certificates evidencing the Rights ("Rights Certificates") will be
distributed. The earliest date on which separate Rights Certificates
are to be distributed is known as the "Distribution Date." A
Distribution Date will occur on the tenth day after the date on which
there is a public announcement that a person (an "Acquiring Person") has
acquired beneficial ownership of 15 percent or more of the Common Stock
or on the tenth business day (unless postponed by the Board of
Directors) after the date on which a person commences a tender or
exchange offer of the Common Stock if, upon consummation of such offer,
the offeror would be the beneficial owner of 15 percent or more of the
Common Stock.
The Rights Agreement provides that, until the Distribution Date,
the Rights will be transferred only with Common Stock certificates.
From the Record Date until the Distribution Date (or earlier redemption
or expiration of the Rights), new Common Stock certificates issued upon
transfer or new issuance of the Common Stock will contain a legend
incorporating the Rights Agreement by reference and the transfer of any
certificate for Common Stock will also constitute the transfer of the
Rights associated with the Common Stock represented by such certificate.
As soon as practicable following the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock as
of the close of business on the Distribution Date and after such date,
the separate Rights Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date and
will expire at the close of business on March 25, 2006, unless earlier
redeemed by the Company.
In the event that (i) the Company is the surviving corporation in
a merger or consolidation with an Acquiring Person and the Common Stock
is not changed or exchanged, or (ii) a person or group (other than the
Company and its affiliates) becomes the beneficial owner of more than 15
percent of the then outstanding shares of Common Stock (except pursuant
to a cash tender offer for all outstanding shares of Common Stock at a
price and on terms which a majority of the Continuing Directors (as
defined below) determine to be fair to, and in the best interests of,
the Company and its stockholders, other than such person, its affiliates
and associates), the Rights Agreement provides that proper provision
shall be made so that each holder of a Right will thereafter have the
right to receive, upon the exercise thereof, Common Stock (or, in
certain circumstances, cash, property or other securities of the
Company) having a value equal to two times the exercise price of the
Right. However, Rights are not exercisable following the occurrence of
either of the events set forth above until such time as the Rights are
no longer redeemable by the Company. Notwithstanding any of the
foregoing, following the occurrence of any of the events set forth in
this paragraph, any Rights that are, or (under certain circumstances
specified in the Rights Agreement) were, beneficially owned by any
Acquiring Person shall immediately become null and void.
In the event that following the Distribution Date, (i) the Company
engages in a merger or consolidation in which the Company is not the
surviving corporation, (ii) the Company engages in a merger or
consolidation with another person in which the Company is the surviving
corporation, but in which all or part of its Common Stock is changed or
exchanged, or (iii) 50 percent or more of the Company's assets, cash
flow or earning power is sold or transferred, the Rights Agreement
provides that proper provision shall be made so that each holder of a
Right shall thereafter have the right to receive, upon the exercise
thereof, common stock of the acquiring company having a value equal to
two times the exercise price of the Right. Notwithstanding the
foregoing, no adjustment to the Rights shall be made if, among other
things, such transaction is consummated with a Person who acquired
shares of Common Stock pursuant to a cash tender offer approved by a
majority of the Continuing Directors as referred to in the preceding
paragraph and if the price offered in such transaction is not less than
the price paid pursuant to such offer. The events set forth in this
paragraph and in the preceding paragraph are referred to as the
"Triggering Events."
The term "Continuing Director" means any member of the Board of
Directors of the Company who was a member of the Board prior to the date
of the Rights Agreement, and any person who is subsequently elected to
the Board if such person's nomination or election is recommended or
approved by a majority of the Continuing Directors, but shall not
include an Acquiring Person, an affiliate or associate of an Acquiring
Person, or a representative of an Acquiring Person or of any such
affiliate or associate.
The Purchase Price payable, and the number of shares of Common
Stock issuable, upon exercise of the Rights are subject to adjustment
from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the
Common Stock, (ii) upon the grant to holders of the Common Stock of
certain rights or warrants to subscribe for Common Stock or securities
convertible into Common Stock at less than the current market price of
the Common Stock, or (iii) upon the distribution to holders of the
Common Stock of evidences of indebtedness or assets (excluding regular
quarterly cash dividends) or of subscription rights or warrants (other
than those referred to above).
With certain exceptions, no adjustment in the Purchase Price will
be required until cumulative adjustments require an adjustment of at
least one percent in such Purchase Price. No fractional shares of
Common Stock will be issued upon exercise of the Rights and, in lieu
thereof, a cash payment will be made based on the market price of the
Common Stock on the last trading date prior to the date of exercise.
At any time after the date of the Rights Agreement until ten (10)
days following the Stock Acquisition Date or the Record Date, whichever
is later, the Board of Directors of the Company may redeem the Rights in
whole, but not in part, at a price of $.01 per Right (the "Redemption
Price"). Immediately upon the action of the Board of Directors of the
Company ordering redemption of the Rights, the Rights will terminate and
the only right of the holders of Rights will be to receive the
Redemption Price.
Until a Right is exercised, the holder thereof, as such, will have
no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends. While the
distribution of the Rights will not be taxable to stockholders or to the
Company, stockholders may, depending upon the circumstances, recognize
taxable income in the event that the Rights become exercisable for
Common Stock (or other consideration) of the Company or for common stock
of the acquiring company as set forth above.
Any of the provisions of the Rights Agreement may be amended by
the Board of Directors of the Company prior to the Distribution Date.
Thereafter, the provisions, other than certain provisions relating to
the principal economic terms of the Rights, of the Rights Agreement may
be amended by the Board: to cure any ambiguity, defect or inconsistency;
to shorten or lengthen any time period under the Rights Agreement; or in
any other respect that will not adversely affect the interests of
holders of Rights (excluding the interests of any Acquiring Person);
provided that no amendment to adjust the time period governing
redemption shall be made at such time as the Rights are not redeemable.
The Rights have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire
the Company without conditioning the offer on a substantial number of
Rights being acquired. The Rights, however, should not interfere with
any merger of other business combination approved by the Board of
Directors since the Board, at its option and prior to the tenth day
following the Stock Acquisition Date or March 25, 2006, may redeem all
of the then outstanding Rights at the Redemption Price.
The form of Rights Agreement between the Company and the Rights
Agent specifying the terms of the Rights is attached to this report as
an exhibit and is incorporated herein by reference. A copy of the
Rights Agreement will also be filed with the Securities and Exchange
Commission as an exhibit to the Company's Registration Statement on Form
8-A. The foregoing description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights
Agreement.
(b) On February 13, 1996, the Company's Board of Directors made
several management changes. Messrs. D. N. Rose, age 51, and G.
L.Nordloh, age 48, were named to the new position of Executive Vice
President. Mr. Rose will continue serving as President and Chief
Executive Officer of Mountain Fuel Supply Company (a subsidiary of
Questar Corporation), a position he has held since October of 1984. Mr.
Nordloh will continue serving as President and Chief Executive Officer
of the Company's three exploration and production subsidiaries--Wexpro
Company, Celsius Energy Company, and Universal Resources Corporation,
positions he has held since March of 1991.
The Board also appointed S. E. Parks, age 44, to serve as Chief
Financial Officer, in addition to his responsibilities as Vice President
and Treasurer. Mr. Parks replaces Mr. W. F. Edwards, who was appointed
to serve in a new position as Vice President, Investor Relations. Mr.
Parks has served as Treasurer of the Company since May of 1984.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No.Exhibit
4. Rights Agreement dated as of February 13, 1996, between
the Company and Chemical Mellon Shareholder Services,
L.L.C.
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 20, 1996 By /s/R. D. Cash
(Date) R. D. Cash
Chairman, President and
Chief Executive Officer