Form DEFA14A QUESTAR CORP
UNITED STATES
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 – April 26, 2015
(Date of earliest event reported)
QUESTAR CORPORATION
(Exact name of registrant as specified in its charter)
333 South State Street, P.O. Box 45433, Salt Lake City, Utah 84145-0433
(Address of principal executive offices)
Registrant's telephone number, including area code (801) 324-5900
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
x | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
[ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
[ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
On April 26, 2016, Ronald W. Jibson, Chairman, President and Chief Executive Officer of Questar Corporation (the “Company”), notified the Company’s Board of Directors and management of Dominion Resources, Inc. (“Dominion”) of his intent to terminate his employment and retire from the Company effective upon (and contingent upon) the closing of the merger of the Company with a subsidiary of Dominion (the “Merger”) pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) dated January 31, 2016, by and among the Company, Dominion and Diamond Beehive Corp.
Pursuant to a letter to the Company’s Board of Directors and Dominion, dated April 26, 2016, Mr. Jibson and Dominion have mutually acknowledged and agreed that Mr. Jibson intends to terminate his employment for good reason under the terms of the Questar Corporation Executive Severance Plan (the “Severance Plan”), and any other benefit plans, programs and arrangements in which he participates, and retire from the Company, effective as of, and contingent upon, the closing of the Merger. Upon his resignation for good reason, Mr. Jibson will be entitled to receive the severance benefits provided by the Severance Plan. Additional information regarding the payments and benefits Mr. Jibson will receive in connection with his resignation for good reason is contained in the definitive proxy statement filed by Questar with the Securities and Exchange Commission (the “SEC”) on April 5, 2016 in the table entitled “Potential Change of Control Payments to Executive Officers,” along with its footnotes, beginning on page 51 of the proxy statement.
Item 8.01 Other Events
On April 27, 2016, the Company issued a press release announcing that Ronald W. Jibson, Chairman, President and Chief Executive Officer of the Company, notified the Company’s Board of Directors and management of Dominion of his intent to terminate his employment and retire from the Company effective upon (and contingent upon) the closing of the Merger pursuant to the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by this reference.
On April 27, 2016, Dominion announced high level plans for how its western U.S. natural gas operations will be organized and managed after the Merger is completed. The plans include the appointment of three long-time Questar executives to the senior leadership of what will be called Dominion Questar. Craig Wagstaff, president of Questar Gas, will become president of Dominion Questar. Wagstaff will also become a senior vice president of Dominion and will report to David Christian, CEO of Dominion Energy Infrastructure Group and Dominion Virginia Power. Colleen Larkin Bell, Questar vice president and general counsel, will become Dominion Questar vice president and general manager of Dominion Questar Gas. Brady Rasmussen, executive vice president and chief operating officer of Wexpro, will become Dominion Questar vice president and general manager of Dominion Wexpro.
Also on April 27, 2016, the Company distributed a communication to all employees of the Company disclosing Mr. Jibson’s intent to terminate his employment and retire from the Company effective upon (and contingent upon) the closing of the Merger. The employee communication also contained information about the high level management plans for Dominion Questar described above. A copy of the employee communication is attached hereto as Exhibit 99.2 and is incorporated into this Item 8.01 by this reference.
Additional information and where to find it
This communication may be deemed to be solicitation material in respect of the merger of Questar and a subsidiary of Dominion. In connection with the merger, Questar filed a definitive proxy statement with the Securities and Exchange Commission (the “SEC”) on April 5, 2016 and intends to file other relevant materials with the SEC. Investors of Questar are urged to read the definitive proxy statement and other relevant documents carefully and in their entirety because they contain important information about Dominion, Questar, the merger and related matters. Investors may obtain a free copy of these materials and other documents filed by Questar with the SEC at the SEC’s website at www.sec.gov, at Questar’s website at www.questar.com or by sending a written request to Questar at Questar Corporation, Corporate Secretary, 333 South State St., P.O. Box 45433, Salt Lake City, UT 84145-0433. Security holders also may read and copy any reports, statements and other information filed by Questar with the SEC, at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC’s website for further information on its public reference room.
Participants in the solicitation
Dominion, Questar and certain of their respective directors, executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the transaction. Information regarding Dominion’s directors and
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executive officers is available in Dominion’s proxy statement filed with the SEC on March 22, 2016, in connection with its 2016 annual meeting of stockholders, and information regarding Questar’s directors and executive officers is available in Questar’s proxy statement filed with the SEC on April 17, 2015, in connection with its 2015 annual meeting of shareholders. Other information regarding persons who may be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the proxy statement and other relevant materials filed with the SEC.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Exhibit |
99.1 | Press Release dated April 27, 2016. |
99.2 | Employee Communication dated April 27, 2106. |
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SIGNATURE
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) | ||
April 27, 2015 | /s/ Kevin W. Hadlock | |
Kevin W. Hadlock Executive Vice President and Chief Financial Officer | ||
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List of Exhibits:
Exhibit No. | Exhibit |
99.1 | Press Release dated April 27, 2016. |
99.2 | Employee Communication dated April 27, 2106. |
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 | News Release Questar Corporation 333 South State Street P.O. Box 45433 Salt Lake City, UT 84145-0433 | |
April 27, 2016
(N)
NYSE:STR
16-08
Contact: Tony Ivins
Business: (801) 324-5218
Media: Chad Jones
Business: (801) 324-5495
Questar Chairman, President and CEO Ron Jibson to retire upon close of Dominion Resources merger
SALT LAKE CITY -- Questar Corporation’s (NYSE: STR) board of directors today announced that Chairman Ronald W. Jibson intends to retire upon the completion of the company’s merger with Dominion (NYSE:D). Jibson also serves as president and chief executive officer of the Salt Lake City-based integrated energy company, which announced on Feb. 1, 2016, it is combining with Virginia-based Dominion. Subject to shareholder and regulatory approvals, the transaction is expected to be completed during 2016.
Jibson will retire as Questar’s chairman after serving since July 2012. He has been Questar’s president and CEO since July 2010. Prior to that, he was an executive vice president of the corporation and president of its utility subsidiary, Questar Gas Company, which serves about 1 million customers in Utah, southern Idaho and southwestern Wyoming. Jibson has held several Questar executive and management positions since starting with the company as a design engineer in 1980.
“On behalf of Questar’s board and shareholders, I’d like to thank Ron for his years of service as Questar’s chairman and CEO, and for his long career with Questar, which he has been instrumental in building into one of the nation’s premier energy firms,” said Harris H. Simmons, Questar’s lead director and Zions Bancorporation’s chairman and CEO. “Ron has led Questar with great integrity, and he’s been both a driving force for economic development and a deeply engaged community leader in the Intermountain West.”
“It’s been the opportunity of a lifetime to help lead Questar over the past several years,” Jibson said. “I’m proud to have worked with employees who have so successfully operated one of the nation’s most respected energy companies. The fact that another top-tier company sees the benefits of combining forces is evidence of their hard work. I look forward to helping complete our combination with Dominion, and I’m confident it will be great for our customers, employees, shareholders and the communities we serve.”
“Ron is widely admired for his distinguished record of leadership at Questar, the energy industry and the community,” said Thomas F. Farrell II, chairman, president & CEO of Dominion. “He has worked tirelessly and with the highest level of integrity throughout his career to achieve outstanding results while holding true to the public service tradition of our business. We at Dominion feel honored to work with Ron on our historic business combination and we wish him all the best as he moves to the next chapter in his life.”
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About Questar Corporation
Questar is a Rockies-based integrated natural gas company, operating through three principal subsidiaries: Questar Gas Company provides retail natural gas distribution in Utah, Wyoming and Idaho; Wexpro Company develops and produces
natural gas from cost-of-service reserves for Questar Gas customers; and Questar Pipeline Company operates interstate natural gas pipelines and storage facilities in the western U.S. and provides other energy services.
About Dominion
Dominion is one of the nation's largest producers and transporters of energy, with a portfolio of approximately 24,300 megawatts of generation, 12,200 miles of natural gas transmission, gathering and storage pipeline, and 6,500 miles of electric transmission lines. Dominion operates one of the nation's largest natural gas storage systems with 933 billion cubic feet of storage capacity and serves utility and retail energy customers in 14 states. For more information about Dominion visit the company's website at www.dom.com.
Additional information and where to find it
This communication may be deemed to be solicitation material in respect of the merger of Questar and a subsidiary of Dominion. In connection with the merger, Questar filed a definitive proxy statement with the Securities and Exchange Commission (the “SEC”) on April 5, 2016 and intends to file other relevant materials with the SEC. Investors of Questar are urged to read the definitive proxy statement and other relevant documents carefully and in their entirety because they contain important information about Dominion, Questar, the merger and related matters. Investors may obtain a free copy of these materials and other documents filed by Questar with the SEC at the SEC’s website at www.sec.gov, at Questar’s website at www.questar.com or by sending a written request to Questar at Questar Corporation, Corporate Secretary, 333 South State St., P.O. Box 45433, Salt Lake City, UT 84145-0433. Security holders also may read and copy any reports, statements and other information filed by Questar with the SEC, at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC’s website for further information on its public reference room.
Participants in the solicitation
Dominion, Questar and certain of their respective directors, executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the transaction. Information regarding Dominion’s directors and executive officers is available in Dominion’s proxy statement filed with the SEC on March 23, 2015, in connection with its 2015 annual meeting of stockholders, and information regarding Questar’s directors and executive officers is available in Questar’s proxy statement filed with the SEC on April 17, 2015, in connection with its 2015 annual meeting of shareholders. Other information regarding persons who may be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the proxy statement and other relevant materials filed with the SEC.
Ron Jibson to Retire; High-Level Operating Structure for Dominion Questar announced
Earlier today, Questar Chairman, President and CEO Ron Jibson announced that he plans to retire when Questar’s proposed merger with Dominion closes (link to release). “It’s been the opportunity of a lifetime for an ordinary engineer to have the extraordinary experience of helping to lead Questar,” said Ron. “As I’ve said for several years, I’m proud to have worked with 1,700 of my best friends who successfully operate one of the nation’s most respected companies.”
When filing for regulatory review of the proposed merger, Dominion and Questar Gas indicated they would provide status updates on organizational issues related to the utility beginning May 1. Today, Dominion announced high-level plans for how its western U.S. natural gas operations will be organized and managed after the combination is completed. The plans include the appointment of three long-time Questar executives to the senior leadership of what will be called Dominion Questar.
Craig Wagstaff, president of Questar Gas, will become president of Dominion Questar. He will be responsible for all current Questar operations, including Questar Gas, Questar Pipeline and Wexpro.
Wagstaff will also become a senior vice president of Dominion and will report to Dave Christian, CEO of Dominion Energy Infrastructure group and Dominion Virginia Power. Craig has been with Questar for 32 years, having held management positions in customer service, economic development, marketing, regional operations, and public and community relations.
Colleen Larkin Bell, Questar vice president and general counsel, will become Dominion Questar vice president and general manager of Dominion Questar Gas. She has been with Questar for 26 years, with most of her career at Questar Gas.
Brady Rasmussen, executive vice president and chief operating officer of Wexpro, will become Dominion Questar vice president and general manager of Dominion Wexpro. Brady has been with Questar for 21 years.
Bell and Rasmussen will report to Wagstaff. Other leadership appointments, including Questar Pipeline, are expected to be announced soon.
“As I look forward to our exciting combination with Dominion, I’m confident the team of local leaders Dominion has chosen will maintain the culture and traditions that have resulted in excellent service, careers and community involvement,” Ron said.
Dominion Questar support services ‒ such as IT, Human Resources, accounting, finance, law, tax, public policy and corporate communications ‒ will report through Dominion’s existing Services Company structure. Details of that are being worked out and will be announced soon.
Dominion Questar’s operating headquarters will be in Salt Lake City, in the current Questar headquarters building.