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