SCHEDULE 14A
SCHEDULE 14 INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ X ]
Check the appropriate box:
[X ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Name of Registrant as Specified in Its Charter:
Questar Corporation
Name of Person(s) Filing Proxy Statement:
United Food & Commercial Workers Union, Local 99R
Payment of Filing Fee (check the appropriate box)
[X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j) (2).
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
____________________________________________________________
2) Aggregate number of securities to which transaction
applies:
_____________________________________________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11: (1)
_____________________________________________________________
4) Proposed maximum aggregate value of transaction:
_____________________________________________________________
(1) Set forth the amount on which the filing fee is calculated
and state how it was determined.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
1) Amount previously paid:
____________________________
2) Form, Schedule or Registration Statement No:
______________________________
3) Filing Party: _________________________
Date Filed: _______________________________
PRELIMINARY PROXY STATEMENT
INDEPENDENT SHAREHOLDER SOLICITATION
FOR PROPOSAL FOR CONFIDENTIAL SHAREHOLDER VOTING AT
QUESTAR CORPORATION
MAY 21, 1996 ANNUAL STOCKHOLDERS MEETING
Sent to shareholders:
March 15, 1996
UFCW 99R Questar Corporation
2501 W. Dunlap Ave. 180 East First South
Phoenix AZ Salt Lake City UT 84145
Dear Fellow Questar Shareholder:
We urge you to vote FOR our shareholder proposal for
confidential shareholder voting at Questar.
Secret ballot voting for shareholders is provided at
hundreds of companies. It also is how union officials and most
government officials are elected. Voting should be a private
matter.
Shareholders often have business or personal relationships
with members of the Board which go beyond owning Questar stock.
For example, Questar's employees, insurers and banks may own
stock in their own names and may fear retaliation from voting
against management's recommendation.
We in no way suggest management has threatened to retaliate
against shareholders. However, we believe shareholders should
havethe right to vote as they see fit without having anything to
fear, even social pressure.
On what sorts of issues might shareholders disagree with
management? For example, Questar's top executives currently enjoy
a severance plan under which they can voluntarily quit and still
receive two years' severance. In our view employees should be
rewarded for doing well by shareholders or helped to deal with
being fired, but not rewarded for quitting their jobs. Under the
plan, two years' pay and benefits goes to an executive who quits
for any reason after remaining on the job six months to a year
after public announcement of a potential change in control. We
have also made a shareholder proposal to eliminate such severance
pay for quitting, but we do not here seek your proxy on that
matter at this time. Regardless of how you feel about
shareholders having to pay severance to executives who quit, we
believe you will agree that shareholders should be able to vote
on this issue without fear of pressure from management.
Managements sometimes argue against confidentiality on the
grounds that shareholders can obtain confidentiality by placing
their stock in the name of a broker or other nominee. However,
by being the record owner rather than the broker, you avoid
brokers' maintenance fees. You may be able to get shareholder
materials faster. You need not worry about a broker making a
mistake in getting your vote counted or keeping your confidences.
Record owners have enhanced legal rights under state corporation
law, such as the right to inspect corporate records. You should
not have to give up all this just to have a secret ballot vote.
We feel all shareholders deserve the confidentiality
provided employees who hold through benefit plans: they have the
right to confidentially vote through plan trustees the stock they
own through the plan. Employees should be allowed to buy stock
outside the plans without giving up confidentiality in the
process.
All shareholders deserve a secret ballot vote.
PLEASE VOTE FOR THE FOLLOWING PROPOSAL:
Resolved, that shareholders recommend the Company adopt a
policy of confidential shareholder voting, with exceptions
solely for independent inspectors of election to certify the
results of the vote, for disclosure required by law, or when
shareholders address comments to management on their cards.
Shareholder approval of this proposal would not bind the board to
adopt confidential voting. However, most companies' boards comply
with recommendations approved by a majority of shareholders.
VOTING PROCEDURE - ELECTION OF DIRECTORS AND OTHER MATTERS TO BE
VOTED
There are several ways of voting on our proposal:
(1) You can return the enclosed proxy card. However, because the
company has not yet announced who its nominees for election to
director will be nor any management proposals, under SEC rules we
are not permitted to vote the enclosed card on those matters.
EXECUTING THE ENCLOSED PROXY CARDS THUS WILL WAIVE YOUR RIGHT TO
VOTE IN THE DIRECTORS ELECTION AND ALL OTHER MATTERS, UNLESS YOU
EXECUTE A SUBSEQUENT PROXY CARD.
(2) After management releases its proxy statement, we will revise
our card to include the directors' election and any other matters
up for a shareholder vote. We will supply revised cards to any
shareholder who returned our previous card.
(3) You can vote in person at the shareholders meeting on May 21
in Salt Lake City.
(4) Hopefully management's forthcoming proxy card will give you
an opportunity to vote on this proposal. We asked management to
do this and believe it is legally required, but management
disagrees.
We are hopeful that the SEC Staff will resolve the issue. READ
THE COMPANY'S CARD CAREFULLY BEFORE YOU SEND IT IN: IF IT GIVES
MANAGEMENT DISCRETIONARY AUTHORITY TO VOTE AGAINST SHAREHOLDERS
PROPOSALS, BY SIGNING IT YOU WILL CANCEL OUT YOUR VOTE FOR THE
PROPOSAL ON THE ENCLOSED CARD.
All holders of common stock as of the record date (to be
announced by the Company) are entitled to vote. You may revoke
your vote at any time by (1) executing a later proxy card; (2)
appearing at the meeting to vote, or (3) delivering the
proxyholder or the Company's secretary written notice of
revocation prior to the date of the meeting. If you sign the
enclosed card but do not direct us how to vote on the proposal we
will vote FOR the proposal. We incorporate herein by reference
the discussion in the Company's 1995 proxy statement of voting
requirements and outstanding securities (p.1).
We will keep all cards we receive confidential until the
meeting. At that point they must be presented to the company's
tabulator in order to be counted (under the company's current
policy, management might then view them).
PROPOSALS FOR FUTURE MEETINGS
SEC Rule 14a-8 gives a shareholder the right to have a
proposal and supporting statement inserted at no cost in the
company's proxy statement, if the shareholder has owned more than
$1000 worth of the company's stock for more than one year.
The deadline for submitting proposals for inclusion in the
company's proxy statement for the 1997 annual meeting will be in
November or December 1996 (assuming another May meeting date).
The exact deadline will appear in the Company's forthcoming proxy
statement. Feel free to contact us if you would like more
information about how to pursue a shareholder proposal.
EXECUTIVE COMPENSATION/ SECURITY OWNERSHIP OF DIRECTORS AND
EXECUTIVE OFFICERS
We incorporate herein by reference the information on these
matters contained in last year's proxy statement. More current
information will be contained in management's forthcoming proxy
statement.
SOLICITATION
The costs of this solicitation are being borne by United
Food & Commercial Workers Local 99R, which owns 100 shares of
company stock. We have no interest in representing Questar
employees, nor are aware of any labor dispute at Questar. We are
a non-profit organization representing employees in Arizona,
primarily in the retail food business. We will not have specially
engaged proxy solicitors but will use our regular staff. We will
solicit proxies by mail, telephone, and fax.
THANK YOU FOR VOTING FOR THE PROPOSAL FOR SECRET BALLOT VOTING
FOR SHAREHOLDERS.
Sincerely,
William McDonough
President UFCW 99
PLEASE RETURN THE ENCLOSED SURVEY AND PROXY CARD TO
UFCW 99R
2501 W. Dunlap Avenue
Phoenix AZ
PROXY
SOLICITED BY UFCW 99R
FOR QUESTAR CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
May 1996
The undersigned shareholder hereby appoints William
McDonough proxy with full power of substitution to vote for the
undersigned at the annual meeting of Questar, and at any
adjournments thereof, on the proposal set forth in the
accompanying Proxy Statement. By executing this proxy but no
later proxy, the undersigned hereby waives the right to vote in
the upcoming election of directors and on any other matters which
may come before the meeting. The undersigned hereby directs this
proxy be voted in accordance with the instructions herein.
(1) SHAREHOLDER PROPOSAL TO ALLOW SHAREHOLDERS TO VOTE BY SECRET
BALLOT:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
PLEASE DATE, SIGN AND PROMPTLY MAIL IN THE SELF-ADDRESSED
ENVELOPE. IF YOU ARE NOT THE RECORD OWNER OF THIS STOCK, PLEASE
LIST THE NAME AND ADDRESS OF THE RECORD OWNER. PERSONS SIGNING IN
REPRESENTATIVE CAPACITY SHOULD INDICATE AS SUCH. IF SHARES ARE
HELD JOINTLY, BOTH OWNERS SHOULD SIGN.
SIGNATURE ________________________________ DATE ___________
SIGNATURE ________________________________ DATE ___________
_____________________ ___________ _______________________
ACCOUNT NO./SSN # OF SHARES TELEPHONE/FAX #
ADDRESS ______________________________________________________
NAME/ADDRESS OF RECORD OWNER (if different from above):
SURVEY OF QUESTAR SHAREHOLDERS
THIS IS NOT A PROXY: PLEASE RETURN IT EVEN IF YOU DO NOT
FILL OUT A PROXY CARD
1. Do you support the idea of confidential voting for
shareholders?
Yes _____ No ____ Undecided ________
2. Do you support the Company's severance plan offering severance
to Company executives who voluntarily quit their jobs?
Yes _____ No ____ Undecided ________
3. Do you believe compensation of the Company's top executives
should be based more on stock performance than salary?
Yes ____ No _____ Undecided _______
4. What is your favorite thing about the Company?
________________________________
5. What is the worst thing about the Company?
___________________________________
6. List anything you would like management to change:
__________________________________
THE FOLLOWING INFORMATION WILL BE KEPT CONFIDENTIAL; NO SALESMEN
WILL CALL:
Name __________________________________Title, if any __________
Address _______________________________________________________
Phone ________ Fax No. ___________ # Shares owned ________
Return to: UFCW 99R, 2501 W. Dunlap Ave., Phoenix AZ 85201