SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
QUESTAR CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant) United Food & Commercial Workers Union Local 99R
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UFCW 99R
2401 N. Central Ave., 2nd fl.
Phoenix AZ 85004
(602) 572-2149
Sent to shareholders: Feb. __, 1997
SHAREHOLDER SOLICITATION FOR PROPOSAL FOR ANNUAL
ELECTION OF ALL DIRECTORS (BOARD DECLASSIFICATION)
at QUESTAR CORPORATION
Annual Stockholders Meeting
May 20, 1997, 10:00 a.m.
Holiday Inn, 1675 Sunset Drive
Rock Springs, WY 82901
Dear Fellow Questar Shareholder:
We write to alert you to an upcoming vote on our shareholder
proposal recommending the company declassify its board of
directors (that is, have all directors elected annually).
Questar has a "classified" or "staggered" board, meaning
each year shareholders only get to vote on one-third of the seats
on the board.
Recently several companies have moved to declassify
their board, such as Mead Paper and Union Pacific. In
1996, Shareholder proposals recommending declassification
received more support on average than ever
before, averaging 42.4% at 59 companies. in 1996.
Proposals against staggered boards passed at
Alumax, General Instrument, Liz Claiborne, Rowan and Stride Rite.
They received a majority of shares voted at 4 other
companies.
Many companies have annual election of all directors,
including Hewlett-Packard and U.S. Bancorp. Wayne Huizenga, co-
founder of Blockbuster and Waste Management (WMX), has the
following views on staggered boards, according to The Making of a
Blockbuster (by Business Week reporter Gail DeGeorge, 1996, at p.
211):
He didn't believe in staggered boards, golden parachutes,
poison pills, or any of the other anti-takeover remedies
adopted by U.S. corporations. "The best thing for
shareholders to if someone wants to come in and make a run
at the company, let them make a run. Run the price up,
that's what my job was * * * All these chairmen that want to
put this in place and that in place, they all want to save
their jobs. I don't care about my job.FN1
FN1: Neither Huizenga nor DeGeorge are participants in this
solicitation. They have not been consulted regarding this
quotation nor consented thereto.
In our view, a director is more likely to be responsive to
shareholder interests if he or she must answer annually to the
shareholders rather than every third year.
Under a classified board <R[/R] even if a majority of
shareholders wanted to replace the whole board that would
likely take 3 annual meetings to fully
accomplish . Our proposal is as follows:
RESOLVED, that shareholders recommend the Company have all
directors stand for election annually (in other words,
declassify its board of directors).
In opposing this proposal, management will likely
attack our union. In our view
this is simply an effort to distract you from voting for
something in your own interest.
Some managements claim classified boards ensure
continuity. If shareholders want continuity, they can vote for
incumbents. In our view, shareholder democracy should outweigh
continuity.
VOTING PROCEDURE AND VOTING RIGHTS
We have asked management to include this proposal in the
proxy card it will send you, but do not know whether it will do
so. We intend to circulate our own proxy card in support of the
proposal once management releases the information necessary for
us to prepare such a card (names of nominees for election, etc.).
This card will be accompanied by a revised proxy
statement.
You may revoke a proxy vote any time before the tally 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. The Company's offices are at 180 E. First
South Street, Salt Lake City, UT 84145.
The proposal is advisory in nature and cannot be
implemented without Board approval. Under the Company bylaws, a
binding proposal would require an 80% vote of outstanding
shares.
We will keep the content of all cards we receive
confidential from everyone except our staff, except that at the
meeting our cards must be presented to the company's tabulator in
order to be counted.
Each share of common stock will be entitled to one vote
on each matter coming before the meeting. To be approved, the
proposal would have to receive more affirmative votes than
negative for shares represented at the meeting (assuming a
quorum). Broker non-votes will be considered as voted only
as to those matters actually voted.
SOLICITATION
The sole participants in this solicitation are
United Food & Commercial Workers Local 99 (which owns
100 shares of company common stock) and members of its staff
(not owners themselves). UFCW 99 will bear the cost of this
solicitation, expected to be $2,000.
Albertson's CEO Gary Michael is a Questar director.
We represent employees in the Arizona retail food industry, and
are in negotiations over a successor contract for one Albertson's
store. We have been organizing at other
Albertson's stores and met with management
opposition in what we feel are improper forms.FN2[/R]
However, we do not ask for your support in this dispute,
and do not believe it relevant to how you should vote on
a corporate governance proposal at Questar . Even if the
labor problems are resolved, we will present your proxy cards at
the shareholders meeting. We have pursued and will pursue
similar shareholder proposals at other companies similarly
connected to Albertson's. This year we will present corporate
governance proposals at Boise Cascade, Albertson's, Heritage
Media, Pier 1 and TIS Mortgage,
which have an Albertson's
board member on their boards. Last year at Questar, we solicited
for proposals for confidential voting and shareholder review of
Questar's executive severance policy.
RECORD DATE/SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE
OFFICERS/EXECUTIVE COMPENSATION/ELECTION OF DIRECTORS
Information on these subjects will be contained in
management's upcoming proxy statement.
SHAREHOLDER PROPOSALS FOR 1998 MEETING
Shareholders owning over $1,000 in stock for over one
year have the right to have a proposal included in management's
proxy statement. The deadline to submit such proposals to the
Company is probably 12/4/97. The exact date will appear in
management's upcoming statement.
PLEASE VOTE FOR THE SHAREHOLDER PROPOSAL FOR ANNUAL ELECTION OF
ALL DIRECTORS (BOARD DECLASSIFICATION).
Sincerely,
William McDonough
President UFCW 99
FN2: For example, Albertson's management has used the
workplace to campaign against us while refusing us access, even
to break rooms. It refuses to use expeditious union recognition
procedures (used by it in other locations), instead insists on
Labor Board procedures which are time-consuming and expensive to
shareholders.