-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, W0jih2p0IaeIHi1rraLdDyhgqPqT0mLLTeJ2DlBK5cdF1yApM1lPX1ghrX7dYCcE z8h5gmD+mNe0gz1DUq5Rxg== 0000068589-98-000002.txt : 19980112 0000068589-98-000002.hdr.sgml : 19980112 ACCESSION NUMBER: 0000068589-98-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19971231 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980109 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOUNTAIN FUEL SUPPLY CO CENTRAL INDEX KEY: 0000068589 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] IRS NUMBER: 870155877 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 033-55866 FILM NUMBER: 98504230 BUSINESS ADDRESS: STREET 1: 180 E FIRST SOUTH ST STREET 2: PO BOX 11368 CITY: SALT LAKE CITY STATE: UT ZIP: 84147 BUSINESS PHONE: 8015345555 MAIL ADDRESS: STREET 1: 180 EAST FIRST SOUTH ST STREET 2: P O BOX 11150 CITY: SALT LAKE CITY STATE: UT ZIP: 84147 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20005 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report - December 31, 1997 (Date of earliest event reported) Questar Gas Company (formerly Mountain Fuel Supply Company) (Exact name of registrant as specified in charter) STATE OF UTAH 1-935 87-0407509 (State or other juris- (Commission (I.R.S. Employer diction of incorporation File No.) Identification No.) or organization) 180 East First South Street, P.O. Box 45433, Salt Lake City, Utah 84145-0433 (Address of principal executive offices) Registrant's telephone number, including area code (801) 324-5555 FORM 8-K CURRENT REPORT Item 5. Other Events. Mountain Fuel Supply Company has officially changed its name to Questar Gas Company (Questar Gas or the Company). The Company distributes natural gas to more than 625,000 customers in Utah, southwestern Wyoming, and a small portion of southeastern Idaho. Questar Gas is a subsidiary of Questar Corporation. Item 7. Financial Statements and Exhibits. (c) Exhibits. Exhibit No.Exhibit 3.7. Articles of Amendment to Restated Consolidated Articles of Incorporation dated December 31, 1997. 99. Press release issued by Questar Gas Company (formerly Mountain Fuel Supply Company) on January 5, 1998. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MOUNTAIN FUEL SUPPLY COMPANY (Registrant) January 8, 1998 By /s/D. N. Rose (Date) D. N. Rose President and Chief Executive Officer EX-3.7 2 ARTICLES OF AMENDMENT TO THE RESTATED CONSOLIDATED ARTICLES OF INCORPORATION OF MOUNTAIN FUEL SUPPLY COMPANY Pursuant to the provisions of the Utah Business Corporation Act, the undersigned Corporation adopts the following Articles of Amendment to its Restated Consolidated Articles of Incorporation: FIRST: The name of the Corporation is Mountain Fuel Supply Company. SECOND: The following amendments to the Restated Consolidated Articles of Incorporation were adopted by the shareholder of the Corporation on December 31, 1997, in the manner prescribed by the Utah Business Corporation Act: Article I was amended to read as follows: ARTICLE I The name of the Corporation is Questar Gas Company. Article VIII was amended to read as follows: ARTICLE VIII The number and kinds of officers of the Corporation and their qualification shall be as follows: (1) A Board of nine (9) Directors. (2) Provided, however, that the stockholders may, at any annual meeting, without notice, fix the membership of the Board of Directors at three (3), five (5), seven (7), or nine (9) Directors by resolution of the stockholders adopted by a majority of the shares of the issued and outstanding capital stock of the Corporation. (3) A quorum of the Board of Directors necessary to transact the business and exercise the corporate power of the Corporation shall be as follows: Two members when the Board of Directors consists of three members; three members when the Board of Directors consists of five members; four members when the Board of Directors consists of seven members; and five members when the Board of Directors consists of nine members. (4) The Directors, except those hereinafter named in these Restated Consolidated Articles of Incorporation and those chosen to fill a vacancy for an unexpired term, must be elected by the stockholders at the regular meeting of stockholders, or, if not held, at any special meeting of the stockholders called for that purpose. (5) In case of any vacancy in the Board of Directors through death, resignation, disqualification or other cause, the remaining Directors, by the affirmative vote of a majority, may elect a successor to hold office for the unexpired portion of the term of the Director whose place shall be vacant and until the election of his successor. (6) Within thirty days after the election of the Directors by the stockholders of the Corporation, the members of the Board of Directors shall hold an organization meeting of the Board of Directors and elect a Chairman, President, Secretary, and a Treasurer of the Corporation, and may appoint one or more Vice Presidents, one or more Assistant Secretaries, and one or more Assistant Treasurers, as may be provided by the bylaws of the Corporation. (7) Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the whole Board of Directors; any other officer or employee of the Corporation may be removed at any time by vote of the Board of Directors or by any committee or superior officer upon whom such power of removal may be conferred by the bylaws or by vote of the Board of Directors. (8) Any officer or Director may resign by a written resignation filed with or mailed to the Secretary of the Corporation. THIRD: The number of shares of the Corporation outstanding at the time of such adoption was 9,189,626 and the number of shares entitled to vote was 9,189,626. FOURTH: The designated number of outstanding shares of each class of stock entitled to vote on the amendments as a class was 9,189,626 shares of Common Stock of the Corporation. FIFTH: The number of shares consenting to the amendment to Article I was 9,189,626, being 100 percent of the outstanding shares of the Corporation. No shares were voted against the proposed amendment. SIXTH: The number of shares consenting to the addition of Article VIII was 9,189,626, being 100 percent of the outstanding shares of the Corporation. No shares were voted against the proposed amendment. IN WITNESS WHEREOF, the undersigned President and Secretary of the Corporation have set their hands this 31st day of December, 1997. MOUNTAIN FUEL SUPPLY COMPANY Attest: /s/Connie C. Holbrook /s/D. N. Rose Connie C. Holbrook D. N. Rose Secretary President ACKNOWLEDGMENT State of Utah ) : ss. County of Salt Lake ) I, Lucille L. Curtis, a notary public, do hereby certify that on December 31, 1997, personally appeared before me D. N. Rose, who, being by me first duly sworn, declared that he is the President of Mountain Fuel Supply Company, that he signed the foregoing document as the President of Mountain Fuel Supply Company, and that the statements contained therein are true. /s/Lucille L. Curtis Notary Public Residing at Salt Lake City, Utah My Commission Expires: August 27, 1999 EX-99 3 Issue: Jan. 5, 1998 Questar Gas: Mountain Fuel's New Name SALT LAKE CITY -- The company that sells natural gas to more than 625,000 customers in Utah, Idaho and Wyoming is no longer known as Mountain Fuel. On Thursday, Jan. 1, the company's new name officially changed to Questar Gas Company. "I want to assure our customers that there has been no change in ownership of the company," said Nick Rose, president and CEO. For more than 60 years, Mountain Fuel has been a part of an integrated energy company known for outstanding customer service. We want to present a single name in the evolving energy market that will come to represent the entire spectrum of products and services offered by Questar. The Mountain Fuel name is identified primarily with gas distribution. The Questar name will reflect all facets of the industry. Questar Corp. traces its roots to 1928, when a holding company, Western Public Service Corp., was formed to bring natural gas to northern Utah from southwestern Wyoming. At that time, Mountain Fuel Supply Co. was the name of the oil and gas exploration and production affiliate. In 1935, the shareholders voted to reorganize Western Public Service Co. as a single company and chose the Mountain Fuel name to represent the reorganized company. Almost 50 years later, in 1984, Mountain Fuel shareholders voted to return to the holding-company structure. They chose the name Questar Corp. for the new parent company. Questar Corp. is one of the largest companies with headquarters in Utah. It has almost 2,500 employees and about $1.8 billion in assets distributed between Regulated Services, consisting of retail natural gas distribution and interstate gas transportation, and Market Resources, which includes gas and oil exploration and production, wholesale and retail energy trading and marketing, gas gathering and other field services. -----END PRIVACY-ENHANCED MESSAGE-----