SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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/ / Soliciting Material Pursuant to Section 240.14a-12
QUESTAR CORPORATION
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(Name of Registrant as Specified In Its Charter)
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Registrant)
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(Logo)
QUESTAR CORPORATION
180 East 100 South
P. O. Box 45433
Salt Lake City, Utah 84145-0433
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on May 21, 2002
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The Annual Meeting of Stockholders of Questar Corporation, a Utah
corporation (the "Company"), will be held at 1140 West 200 South, Salt Lake
City, Utah, on Tuesday, May 21, 2002, at 10:00 a.m., local time, for the
following purposes:
1. To elect four directors to hold office for three years;
2. To transact such other business as may properly come before the meeting.
Stockholders of record as of March 25, 2002, are entitled to receive notice
of and to vote at the Annual Meeting. If you have your shares registered in the
name of a brokerage firm or trustee and plan to attend the meeting, please
obtain a letter, account statement, or other evidence of your beneficial
ownership of shares to facilitate your admittance to the meeting.
By Order of the
Board of Directors
Connie C. Holbrook
Senior Vice President,
General Counsel, and Secretary
Salt Lake City, Utah
April 8, 2002
YOUR VOTE IS IMPORTANT.
It is important that as many shares as possible be represented at the
Annual Meeting. Please date, sign, and promptly return your white proxy card in
the enclosed envelope (which requires no postage if mailed within the United
States). Your proxy may be revoked by you at any time before it is voted.
QUESTAR CORPORATION
PROXY STATEMENT
May 21, 2002
This Proxy Statement is being furnished to stockholders of Questar
Corporation, a Utah corporation, in connection with the solicitation of proxies
by the Board of Directors of the Company for use at the Annual Meeting of
Stockholders to be held on Tuesday, May 21, 2002, at 10:00 a.m., local time, and
any adjournment or postponement of such meeting. At the Annual Meeting, holders
of common stock will elect four directors of the Company for three-year terms
that expire in May of 2005. Information concerning the Annual Meeting and
solicitation of proxies for it is presented in a question and answer format.
Q: What am I voting on?
A: You can cast your votes to elect four nominees to serve new three-year
terms. The nominees include three incumbent directors--Pactrick J. Early,
James A. Harmon, and D.N.Rose--and L. Richard Flury who does not currently
serve on the Board. (Mr. Dixie L. Leavitt has reached mandatory retirement
age and has not been renominated for election since he is retiring in May.)
Q: Who can vote?
A: Stockholders who owned shares as of the close of business on
March 25, 2002. Each holder is entitled to one vote for each share held on
such date.
Q: How do I vote?
A: Sign and date each proxy card you receive and return it in the enclosed
prepaid envelope. If you return your signed proxy card, but do not indicate
how you want to vote, your shares will be voted for the named nominees. You
have the right to revoke your proxy by notifying the Company's Corporate
Secretary prior to the meeting, by returning a later dated proxy, or by
voting in person at the Annual Meeting.
If you own shares through a broker or other nominee, you must return your
proxy card to the broker. Your votes cannot be counted if you send the
proxy directly to the Company.
Q: What does it mean if I get more than one proxy card?
A: It means that you hold shares registered in more than one account. Sign and
return all proxies to make sure that all your votes are counted, but
consider consolidating your accounts to minimize the administrative cost of
sending materials to you.
Q: Who is soliciting my proxy?
A: Questar's Board of Directors.
Q: Who is paying for the solicitation?
A: The Company is paying for the solicitation of proxies and will reimburse
banks, brokers, and other custodians for reasonable charges to forward
proxy materials to beneficial holders.
Q: What constitutes a quorum?
A: On March 25, 2002, the Company had 81,641,571 shares of common stock. A
majority of the shares, or 40,820,786 shares, constitutes a quorum. Once a
quorum is present, the nominees will be elected upon receiving a plurality
of the shares represented at the meeting. The Company's Bylaws provide that
votes "withheld" from nominees will not be counted for purposes of
determining whether a nominee receives a plurality of votes. Shares
registered in the names of brokers for which proxies are voted for some but
not all matters will be considered as voted only as to those matters
actually voted. Abstentions, broker nonvotes, and instructions to withhold
authority to vote for one or more of the nominees will result in such
nominees receiving fewer votes. Such action, however, will not reduce the
number of votes otherwise received by the nominee.
Q: Who can attend the Annual Meeting?
A: Any stockholder of record as of March 25, 2002, can attend. If you own
shares through a nominee or trustee, please obtain a letter, account
statement, or other evidence of your ownership of shares as of such date.
Q: How will my vote be handled on other matters?
A: Questar's Bylaws limit the matters presented at an Annual Meeting to those
in the notice, those properly presented by the Board of Directors and those
presented by stockholders so long as the stockholder gives the Corporate
Secretary written notice of the matter at least 90 days but not more than
120 days before the meeting. We do not expect any other matter to come
before the meeting. If any other matter is presented at the Annual Meeting,
your signed proxy gives the named proxies authority to vote your shares.
(See "Other Matters" on page 21 for a detailed discussion of the Company's
Bylaw requirements.)
Q: When are stockholder proposals due for the next Annual Meeting?
A: To be considered for presentation at the Company's Annual Meeting scheduled
for May of 2003 and included in the proxy statement, a stockholder proposal
must be received at the Company's office no later than December 9, 2002.
2
ELECTION OF DIRECTORS
The Company's Restated Articles of Incorporation provide for a board of 13
directors, divided into three classes, approximately equal in number, elected to
serve three-year terms.
The Board of Directors has selected Patrick J. Early, L. Richard Flury,
James A. Harmon, and D. N. Rose as the nominees for election to three-year terms
that expire in May of 2005. Unless you give other instructions for your shares,
the proxies will be voted for the nominees.
Each of the nominees has consented to serve for the new term. However, in
the event that any nominee is unwilling or unable to serve as a director, the
proxies named in the enclosed proxy may vote, in their discretion, for any other
person.
Biographical information concerning the nominees and the current directors
of the Company whose terms will continue after the Annual Meeting is set forth
on the following pages. Unless otherwise indicated, the nominees have been
engaged in the same principal occupation for the past five years. Ages are
correct as of the date of the Proxy Statement.
NOMINEES
[Picture] Mr. Patrick J. Early, age 69, served as Vice Chairman of Amoco
Corporation from July of 1992 until his retirement in April of 1995.
He has served as a director of the Company since 1995. He was also a
director of Amoco Corporation from 1989 until his retirement.
[Picture] Mr. L. Richard Flury, age 54, retired as Chief Executive, Gas
and Power for BP plc on December 31, 2001. He had served in this
position from January of 1999 to his retirement. Prior to working for
BP plc and BP Amoco plc, Mr. Flury held a number of key management
positions with Amoco Corp. including Chief Executive for worldwide
exploration and production.
[Picture] Mr. James A. Harmon, age 66, served as a director of the Company
from 1976 to 1997, when he resigned to serve as Chairman and
President of the Export-Import Bank of the United States. He was
reappointed to serve as a director in June of 2001 after his term
with the Export-Import Bank ended. He currently has an investment
banking firm, Harmon & Co. LLC. Mr. Harmon served as Chairman and
Chief Executive Officer of Wertheim Schroder & Co. from 1986 through
December 31, 1995, and as Senior Chairman until June of 1997.
[Picture] Mr. D. N. Rose serves the Company as Executive Vice President.
He has responsibility for the Company's regulated activities and is
the President and Chief Executive Officer of each corporate entity
within that group, e.g.,
3
Questar Gas Company (retail natural gas distribution) and Questar
Pipeline Company (interstate transmission of natural gas). He has
served as a director of the Company since 1984. Mr. Rose, age 57, is
also a trustee of Westminster College and immediate past Chairman of
the American Gas Association.
CONTINUING DIRECTORS (PRESENT TERM EXPIRES IN 2004)
[Picture] Ms. Teresa Beck, age 47, has served as a director since 1999.
She was President of American Stores from 1998 to 1999, and was
American Stores' Chief Financial Officer from 1993 to 1998. She is a
director of Textron, Inc.; Albertson's Inc.; Lexmark International
Group, Inc.; and a trustee of Intermountain Health Care, The
Children's Center, and the Salt Lake Organizing Committee for the
Olympic Winter Games of 2002.
[Picture] Mr. R. D. Cash has served as the Company's Chief Executive
Officer since May of 1984 and as the Company's Chairman of the Board
since May of 1985. He also served as President of the Company from
May of 1984 to February 1, 2001. Mr. Cash, age 59, has been a
director of the Company since 1977 and also serves as a director of
Zions Bancorporation and Associated Electric and Gas Insurance
Services Limited; and a trustee of the Salt Lake Organizing Committee
for the Olympic Winter Games of 2002.
[Picture] Mr. Gary G. Michael, age 61, has been a director since 1994. He
served as Chairman and Chief Executive Officer of Albertson's, Inc.
from February of 1991 to April of 2001. He is a director of Boise
Cascade Corporation, Idacorp Inc., Harrah's Entertainment Inc., and
The Clorox Company, and immediate past Chairman of the Board of
Directors of the Federal Reserve Bank of San Francisco.
[Picture] Mr. Gary L. Nordloh, age 54, serves the Company as Executive
Vice President. He has served as a director of the Company since
October of 1996. He has responsibility for the Company's market
resources activities and is the President and Chief Executive Officer
of each entity within that group, e.g. Wexpro Company (oil and gas
development) and Questar Exploration and Production Company (oil and
gas exploration and production).
[Picture] Mr. Scott S. Parker, age 67, has served as a director since
1997. He served as Chief Executive Officer of Intermountain Health
Care, Inc. from 1975 to year-end 1998. He was also President of this
same organization from April of 1975 to April of 1998 and currently
serves as a member of the Board of Trustees. He serves as a director
of First Consulting Group; Sutter Health, Inc.; Ascension Health
Inc.; and Bonneville International Inc.
4
CONTINUING DIRECTORS (PRESENT TERM EXPIRES IN 2003)
[Picture] Mr. W. Whitley Hawkins owns HBI, Inc., which manufactures
chemical coating products. He retired as President and Chief
Operating Officer of Delta Air Lines in March of 1993. Mr. Hawkins,
age 70, has served as a director of the Company since 1991 and also
serves on the Advisory Council of SunTrust Bank and on the Advisory
Board of the International Airline Passengers Association.
[Picture] Mr. Robert E. Kadlec has a venture capital firm, Bentley Capital
Corp. He retired as President and Chief Executive Officer of BC Gas
Inc., effective December 31, 1995. Mr. Kadlec, age 68, has been a
director of the Company since 1987. He is a director of British
Pacific Properties Ltd., International Forest Products Ltd., Eaton
Power Corporation, and the Vancouver International Airport Authority.
[Picture] Mr. Keith O. Rattie was appointed to serve as a director of the
Company effective February 1, 2001, concurrently with his appointment
as the Company's President and Chief Operating Officer. Prior to his
appointment, Mr. Rattie, age 48, served as President and Chief
Executive Officer of Coastal Gas Services Company and Senior Vice
President of The Coastal Corporation from 1997 to January 30, 2001.
He also served as President and Chief Executive Officer of Coastal
Gas International Company from 1995 to 1997. Prior to working for
Coastal, Mr. Rattie spent 19 years with Chevron Corporation.
[Picture] Mr. Harris H. Simmons is the President and Chief Executive
Officer of Zions Bancorporation and the Chairman of the Board of
Zions First National Bank and is also a director of Zions
Bancorporation. Mr. Simmons, age 47, has served as a director since
1992. He also serves as a director of O. C. Tanner Company.
INFORMATION CONCERNING THE BOARD OF DIRECTORS
BOARD COMMITTEES
The following section contains information about Board Committees:
NAME OF DIRECTOR FINANCE/AUDIT MANAGEMENT PERFORMANCE NOMINATING EXECUTIVE
---------------- ------------- ---------------------- ---------- ---------
T. Beck X X
R. D. Cash X X
P. J. Early X(1) X X
J. A. Harmon X X
5
W. W. Hawkins X X(1) X
R. E. Kadlec X X X(1)
D. L. Leavitt X X
G. G. Michael X(1) X X
G. L. Nordloh
S. S. Parker X X
K. O. Rattie X
D. N. Rose
H. H. Simmons X X X
Meetings held in 2001 2 3 0 4
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(1)Chairman
FINANCE AND AUDIT: Reviews auditing, accounting, financial reporting, and
internal control functions; recommends the appointment of the Company's outside
auditors; monitors financing requirements, dividend policy, and investment
relations activities; oversees compliance activities. The Company's common stock
is listed on the New York Stock Exchange and is governed by its listing
standards. The Committee has adopted a charter, officially referred to as a
"Statement of Responsibilities," which was attached to last year's proxy
statement. The Company's Board has determined that all members of the Committee
meet the independence standards of Section 303.01(B)(2)(a) and (3) of the Rules
of the New York Stock Exchange. The Committee's report is located on page [19].
MANAGEMENT PERFORMANCE: Reviews the performance of top management,
particularly Messrs. Cash and Rattie, salary and compensation arrangements paid
to the Company's officers; administers the Long-term Stock Incentive Plan; and
makes recommendations about participants, performance objectives and awards
under the Annual Management Incentive Plans adopted by the Company and its major
operating subsidiaries. All members are nonemployee directors.
NOMINATING: Recommends individuals for nomination to the Board of
Directors. Will consider director candidates suggested by shareholders, but
hasn't established formal procedure.
EXECUTIVE: Acts on behalf of the Board of Directors and handles special
assignments.
ATTENDANCE AT BOARD AND COMMITTEE MEETINGS
The Company's Board of Directors held four regular meetings during 2001;
Board Committees held a total of nine meetings. All directors attended at least
75 percent of the meetings. The Company's directors had an overall attendance
percentage of 99.1 percent.
DIRECTORS' COMPENSATION
The Company's nonemployee directors receive the following compensation for
their service as directors:
6
Annual Retainer: $15,600 (monthly installments of $1,300)
Board Meeting Fee: $1,000
Committee Meeting Fee: $800 ($1,000 for Chairmen)
Telephone Attendance: All meeting fees are reduced by $200 if director
participates by telephone call.
Directors also receive annual retainer fees of $4,800 (monthly installments of
$400) and meeting fees of $600 for service as directors of the Company's primary
subsidiaries.
Nonemployee directors can defer the receipt of their fees and have such
deferred fees credited with interest as if invested in long-term certificates of
deposit or be accounted for with "phantom shares" of the Company's common stock.
Nonemployee directors also receive annual grants of nonqualified stock
options at the first regular meeting of the Board of Directors. On February 11,
2002, eligible directors, with the exception of Messrs. Early, Hawkins, Kadlec,
and Michael, each received a stock option to purchase 6,400 shares. The four
named directors each received a stock option to purchase 8,000 shares,
reflecting added responsibilities as Chairmen of Board Committees. The options
are priced at the closing price on February 11, 2002, which was $22.95.
Nonemployee directors can elect to receive their fees in shares of stock.
The plan for providing payment of fees in stock and the stock option plan have
both been approved by the Company's shareholders.
The Company has entered into individual indemnification agreements with all
directors, including Messrs. Cash, Nordloh, Rattie, and Rose, indemnifying them
as directors. The form of these agreements has been approved by the Company's
stockholders.
DIRECTORS' RETIREMENT POLICY
In May of 1992, the Board of Directors adopted a retirement policy that
permits an outside director to continue serving in such position until the
annual meeting following his 72nd birthday if still actively engaged in
business, financial, and community affairs. With the exception of the Company's
Chief Executive Officer, any inside director is expected to resign as a director
on or before the date of his retirement as an employee.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Ms. Beck and Mr. Parker serve as members of the Board of Trustees of
Intermountain Health Care, Inc. (IHC), a nonprofit corporation that provides
health care services in the Company's areas of operation. Mr. Parker is also the
former President and Chief Executive Officer of IHC. In 2001, the Company
offered two options through IHC to employees under the Company's health plan. In
2001, the Company and its subsidiaries paid IHC a total sum of $829,934 in
administrative fees.
7
Mr. Kadlec served as a director of BC Gas Inc. until April 2001. BC Gas has
contracts with Questar Energy Trading for the purchase of gas during the winter
heating season and for the sale of gas during the summer months. During 2001,
Questar Energy paid BC Gas $14,503 for gas deliveries from BC Gas. BC Gas also
has long-term contracts with Questar Pipeline for storage service and was
charged $1,553,948 for such service during 2001.
Mr. Simmons is the Chairman of the Board of Zions First National Bank. The
Company has a line of credit through Zions, which is priced at the same
competitive range paid by the Company for other lines of credit. Some Company
subsidiaries have accounts with Zions; these accounts have commercial terms
available to other clients.
SECURITY OWNERSHIP, DIRECTORS AND EXECUTIVE OFFICERS
The following table lists the shares of stock beneficially owned by each of
the directors, each nominee, and each executive officer named on page 11 and all
directors and executive officers as a group as of March 1, 2002 (unless
otherwise noted). Except as noted, each person has sole voting and investment
power over the shares shown in the table.
Amount and Nature of
Common Stock Beneficially Owned
Number of Right to Percent of Phantom Stock
Shares Owned Acquire(1) Class(2) Units(3)
------------ ---------- -------- --------
Teresa Beck 597 12,800 * 3,392
R. D. Cash(4),(5),(6),(7) 356,483 463,354 .99 65,625
P. J. Early 14,000 25,600 * 10,740
L. Richard Flury 2,000 0 * 0
J. A. Harmon 80,528 0 * 1,061
W. Whitley Hawkins 20,265 42,000 * 3,612
Robert E. Kadlec(8) 22,681 54,800 * 0
Dixie L. Leavitt 35,639 6,400 * 30,735
Gary G. Michael 8,000 8,000 * 12,310
Gary L. Nordloh(5),(6),(7) 83,252 44,000 .16 12,936
Scott S. Parker 894 25,600 * 6,320
S. E. Parks(5),(6),(7) 94,583 119,574 .26
K. O. Rattie(5)(6)(7) 35,352 50,000 .10 2,374
D. N. Rose(5),(6) 119,400 168,375 .35 12,521
Harris H. Simmons 3,200 59,200 * 15,934
All directors and 1,129,979 1,288,128 2.9 192,962
executive officers (20 individuals
including those listed above)
----------
8
(1) Shares that can be acquired by exercising stock options within 60 days
of March 1, 2002.
(2) Unless otherwise listed, the percentage of shares owned is less than
..10%. (The percentages do not include phantom stock units.) The percentages of
beneficial ownership have been calculated in accordance with Rule 13d-3(d)(1)
under the Securities Exchange Act of 1934.
(3) Phantom stock units are held through the various deferred compensation
plans available to the Company's directors and officers. Although these plans
only permit such units to be paid in the form of cash, investment in such units
represent the same investment in the performance of the Company's common stock
as does investment in actual shares of common stock.
(4) Mr. Cash is the Chairman of the Board of Trustees of the Questar
Corporation Educational Foundation, the Questar Corporation Arts Foundation, and
the Questar Corporation Native American Scholarship Foundation, three nonprofit
corporations that own an aggregate of 99,517 shares of the Company's common
stock as of March 1, 2002. As Chairman, Mr. Cash has voting power for such
shares, but disclaims any beneficial ownership of the shares. The shares are not
included in the total set opposite his name.
(5) The Company's executive officers have shares held for their accounts in
the Company's Employee Investment Plan. The number of shares opposite each of
their names includes equivalent shares of stock through such plan as of March 1,
2002 as follows: Mr. Cash, 80,554 shares; Mr. Rattie, 525 shares; Mr. Nordloh,
24,231 shares; Mr. Rose, 45,604 shares; and Mr. Parks, 20,035 shares.
(6) Mr. Rattie was granted 21,000 shares of restricted stock when he was
hired to serve as the Company's President and Chief Operating Officer. He and
the Company's executive officers acquired restricted shares of the Company's
common stock in partial payment of bonuses earned under the Annual Management
Incentive Plans. Mr. Nordloh also acquired restricted shares of the Company's
common stock under employee compensation plans adopted by the Market Resources
segment. The number of shares opposite each of their names includes the
following shares of restricted stock beneficially owned as of March 1, 2002: Mr.
Cash, 11,133 shares; Mr. Rattie, 18,086 shares; Mr. Nordloh, 5,724 shares; Mr.
Rose, 4,244 shares; and Mr. Parks, 2,491 shares. The officers receive dividends
on such shares and have voting powers for such shares, but cannot dispose of
them until they vest.
(7) Of the total shares reported for Mr. Cash, 33,400 shares are owned by
his family's private foundation and 6,152 shares are in family trusts for which
Mr. Cash shares voting and investment control. Mr. Leavitt owns his shares of
record jointly with his wife. Some of Mr. Nordloh's record shares are owned by
family trusts. Some of Mr. Parks' record shares are owned jointly with his
spouse. Some of Mr. Rattie's non-restricted shares are owned jointly with his
spouse.
(8) Mr. Kadlec's wife beneficially owns 400 shares of common stock.
Mr. Kadlec has voting control and investment control over such shares. Such
shares are included in the shares listed opposite his name.
9
SECURITY OWNERSHIP, PRINCIPAL HOLDERS
The following table sets forth information, as of December 31, 2001, with
respect to each person known by the Company to beneficially own at least five
percent of its common stock.
Name and Address of Shares and Nature of
Beneficial Owner Beneficial Ownership Percent of Class
------------------- -------------------- ----------------
Capital Research and 6,563,600 8.1
Management Company Investment Advisor(1)
333 South Hope Street
Los Angeles, California 90071
Wells Fargo and Company 5,032,124 6.2
420 Montgomery Street Parent Holding Company
San Francisco, California 94104 and Bank(2)
------------
(1) In the Schedule 13G dated February 11, 2002, Capital indicated that it
had sole power to dispose of 6,563,600 shares but had no power, sole or shared,
to vote any shares.
(2) At year-end, of this total, Wells Fargo Minnesota Bank, N.A.
beneficially owned 4,819,856 shares in its role as trustee of the Employee
Investment Plan sponsored by the Company. Participating employees can direct the
voting of such shares, which are included in the shares reported by Wells Fargo.
EXECUTIVE COMPENSATION
The following Summary Compensation Table lists compensation earned by
Mr. Cash and the other four most highly compensated executive officers during
1999, 2000, and 2001.
10
SUMMARY COMPENSATION TABLE
Annual Compensation Long-term Compensation
------------------- ---------------------- All Other
Restricted Options Compensation
Name and Principal Position Year Base Salary ($) Bonus ($)(1) Stock Awards ($)(2) (#) ($)(4)
--------------------------- ---- --------------- ------------ ------------------- ------- -------------
R. D. Cash 2001 583,333 452,317 147,683 180,000 42,948
Chairman and Chief 2000 500,000 263,218 263,182 198,440(3) 27,494
Executive Officer 1999 500,000 23,400 23,400 140,000 30,010
K. O. Rattie(5) 2001 366,667 190,426 666,234 200,000 115,319
President and Chief Operating Officer
G. L. Nordloh(5) 2001 331,000 156,521 86,866 77,000 65,350
President and Chief Executive Officer 2000 318,000 109,814 108,679 115,500(3) 19,139
Market Resources Companies 1999 295,000 57,961 48,105 75,000 17,912
D. N. Rose 2001 313,983 126,462 59,808 77,000 20,916
President and Chief Executive Officer 2000 303,900 91,803 91,761 115,500(3) 16,358
Regulated Services Companies 1999 302,417 0 0 75,000 18,654
S. E. Parks 2001 210,167 71,442 35,182 40,000 17,256
Senior Vice President, Treasurer 2000 196,667 53,713 53,667 52,500(3) 10,261
and Chief Financial Officer, 1999 185,417 5,108 2,355 34,000 14,148
---------------
(1) Amounts listed under this heading for 2001 include cash payments
awarded under the 2001 Annual Management Incentive Plans (AMIPs)and cash
payments awarded under the 2001 general employee compensation plans adopted by
Market Resources (Market Resources Plans), and a cash retention bonus paid to
Mr. Nordloh in early 2001.
(2) Amounts under this heading for 2001 include the value (as of the grant
date) of shares of restricted stock granted in 2001 to Mr. Rattie, the shares of
restricted stock granted, in lieu of cash, as partial payment of bonuses earned
under the 2001 AMIPs, the value of any shares of restricted stock granted in
connection with the 2001 Market Resources Plans. Mr. Rattie's shares vest in
three equal annual installments beginning one year after grant. The shares of
restricted stock granted in 2002 for the 2001 AMIP vest in one installment on
the first business day in February one year following the grant date. Shares of
restricted stock granted under the Market Resources Plans and shares of
restricted stock granted under the AMIPs for prior years vest in two annual,
equal installments on the first business day in February of the first and second
year following the grant date. Dividends are paid on the restricted shares at
the same rate dividends are paid on other outstanding shares of the Company's
common stock. As of December 31, 2001, the amounts were: Mr. Cash, 10,176 shares
worth $254,909; Mr. Rattie, 21,000 shares worth $526,050; Mr. Nordloh, 5,483
shares worth $137,349; Mr. Rose, 3,276 shares worth $82,064; and Mr. Parks,
1,994 shares worth $49,950.
(3) The 2000 options reflected a one-time decision to grant options that
were approximately 150 percent of original recommendations.
(4) The 2001 figures include:
Employee Investment Plan, Deferred Plans, Taxable Moving
Contributions ($) Contributions ($) Unused Vacation ($) Expenses/tax Gross Up
------------------------- ----------------- ------------------- ---------------------
Mr. Cash 8,360 34,588 0 0
Mr. Rattie 3,888 13,446 7,692 90,293
Mr. Nordloh 8,360 17,003 0 39,987
Mr. Rose 8,360 12,556 0 0
Mr. Parks 8,360 4,810 4,086 0
(5) The Company paid specified relocation and moving expenses for
Messrs. Rattie and Nordloh during 2001.
11
The following table lists information concerning the stock options that
were granted to the Company's named executive officers during 2001 under the
Company's Long-term Stock Incentive Plan. Mr. Rattie was granted a special
option to purchase 100,000 shares of stock on his appointment. No stock
appreciation rights (SARs) were granted during 2001; none have been granted
under the Plan.
Option/Grants in Last Fiscal Year
% of Total
Options Options Granted Exercise or
Granted to Employees in Base Price Expiration Grant Date
Name (#)(1) Last Fiscal Year ($/Share) Date Value ($)(2)
---- ------ ---------------- --------- ---------- ----------
R. D. Cash 180,000 17.5 28.01 2/13/2011 1,602,000
K. O. Rattie 100,000 9.7 27.42 2/01/2011 868,000
100,000 9.7 28.01 2/13/2011 890,000
G. L. Nordloh 77,000 7.5 28.01 2/13/2011 685,300
D. N. Rose 77,000 7.5 28.01 2/13/2011 685,300
S. E. Parks 40,000 3.9 28.01 2/13/2011 356,000
-----------
(1) These stock options vest in four annual, equal installments, with the
first installment exercisable as of August 1, 2001 (Mr. Rattie's special option)
and August 13, 2001 (all other options). Participants can use cash or
previously-owned shares as consideration for option shares. Options expire when
a participant terminates his employment, unless termination is caused by an
approved retirement, death, or disability. Options can be exercised within 12
months following a participant's death or disability. Options may be exercised
after retirement for terms specified in the terms of the individual option
agreements.
(2) When calculating the present value of options as of the dates granted
(February 1, 2001 and February 13, 2001), the Company used the Black-Scholes
option pricing model. The Company assumed a volatility of 30.7 percent, a
risk-free interest rate of 5.02 percent, a dividend yield of 2.52 percent, and
an average life of 7.0 years.
The following table lists information concerning the stock options that
were exercised by the named executive officers during 2001 and the total options
and their value held by each at year-end 2001.
Option Exercises in Last Fiscal Year
and Fiscal Year-end Option Values
Shares Number of Unexercised Value of Unexercised,
Acquired or Value Options at Year-End In-the-Money Options
Exercised(1) Realized (#) At Year-End ($)(1)
--------------------- ---------------------
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
---- ---------- --------- ----------- ------------- ----------- -------------
12
R. D. Cash 74,741 1,292,822 463,354 269,220 2,893,936 1,278,911
K. O. Rattie 0 0 50,000 150,000 0 0
G. L. Nordloh 129,875 1,232,364 54,000 134,250 209,737 731,325
D. N. Rose 63,486 981,567 168,375 134,250 978,206 731,325
S. E. Parks 10,000 143,850 119,574 64,750 753,288 332,238
------------
(1) The "value" is calculated by subtracting the fair market value of the
shares purchased on the date of exercise minus the option price. This table does
not reflect any taxes paid by the named executives as a result of exercising
options or selling all or any portion of the shares obtained as a result of
exercising options. The current value of the shares may be higher or lower than
the aggregate value reported in the table.
RETIREMENT PLANS
The Company maintains a noncontributory retirement plan that is funded
actuarially and does not involve specific contributions for any one individual.
The following table lists the estimated annual benefits payable on a straight
line annuity basis under the Company's Retirement Plan as of December 31, 2001,
and, if necessary, the Company's Supplemental Executive Retirement Plan (SERP).
The benefits shown are based on earnings and years of service for an employee
reaching normal retirement age of 65 in 2001, do not include Social Security
benefits, and reflect a 50 percent surviving spouse benefit. Benefits under the
Retirement Plan are not reduced or offset by Social Security benefits, although
participants who retire prior to age 62 do receive a temporary supplement until
reaching age 62.
Pension Plan Table
Highest Consecutive Years of Service
Three-Year Average ------------------------------------------------------------------------------
Annual Compensation 15 20 25 30 35
------------------- ------- ------- ------- ------- -------
$200,000 53,651 71,535 89,418 94,418 99,418
250,000 67,901 90,535 113,168 119,418 125,668
300,000 82,151 109,535 136,918 144,418 151,918
350,000 96,401 128,535 160,668 169,418 178,168
400,000 110,651 147,535 184,418 194,418 204,418
450,000 124,901 166,535 208,168 219,418 230,668
500,000 139,151 185,535 231,918 244,418 256,918
550,000 153,401 204,535 255,668 269,418 283,168
600,000 167,651 223,535 279,418 294,418 309,418
650,000 182,901 242,535 303,168 319,418 335,668
700,000 196,151 261,535 326,918 344,418 361,918
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The Company's Retirement Plan has a "step rate/excess" benefit formula. The
formula provides for a basic benefit that is calculated by multiplying the
employee's final average earnings by a specified basic benefit factor and by
subsequently multiplying such sum by the employee's years of service (to a
maximum of 25). This basic benefit is increased for each year of service in
excess of 25 and is reduced for retirement prior to age 62. Employees also
receive a permanent supplemental benefit that is calculated by multiplying the
difference between the employee's final average earnings and his "covered
compensation" by a supplemental factor that varies by age. (The term "covered
compensation" refers to the 35-year average Social Security wage base tied to
year of an employee's birth.) Employees who retire prior to age 62 also receive
a temporary supplement that is tied to years of service until they are eligible
to receive Social Security benefits at age 62.
Federal tax laws impose limits on the amount of a participant's annual
compensation that can be used when calculating benefits under qualified plans
and on the amount of benefits that can be paid to a participant from such plans.
The SERP, a nonqualified plan, was adopted in 1987 to compensate officers who
are affected by these limits. It provides retirement benefits equal to the
difference between the benefits payable under the qualified Retirement Plan and
the benefits that would be payable absent such limits. The SERP also permits
participants to make advance elections to receive lump-sum payments. With the
exception of Mr. Rattie, all of the officers listed in the table have vested
benefits under the SERP; all of the listed officers earn annual compensation in
excess of the current (2002) cap of $200,000.
Information concerning each named executive officer's compensation, final
average earnings, and years of service as of December 31, 2001 is shown below:
2001
Retirement Benefit Final
Compensation Average Earnings Years of Service
------------ ---------------- ----------------
R. D. Cash $894,783 $694,201 26.0
K. O. Rattie 377,797 377,797 1.0
G. L. Nordloh 524,800 429,805 17.4
D. N. Rose 432,126 394,300 32.6
S. E. Parks 270,819 232,207 27.4
Each officer's 2001 compensation for purpose of the Company's retirement plans
is different than shown on the table because the former includes cash payments
when made, not when earned; the value of restricted stock when distributed, not
granted, and includes dividends paid on shares of restricted stock.
EXECUTIVE SEVERANCE COMPENSATION PLAN
The Company has an Executive Severance Compensation Plan that covers the
Company's executive officers and all other officers of the Company and its
affiliated companies. Under this plan, participants, following a change in
control of the Company, are eligible to receive
14
compensation equal to up to two years' salary, cash bonuses, and miscellaneous
benefits upon a termination of their employment (as defined in the plan).
The dollar amounts payable to the Company's executive officers (based on
current salaries paid by the Company and its affiliates) in the event of a
change in control of the Company are as follows: $1,200,000 to Mr. Cash;
$835,000 to Mr. Rattie: $691,000 to Mr. Nordloh; $660,000 to Mr. Rose; and
$460,000 to Mr. Parks. The Company's executive officers would also receive cash
bonuses, supplemental retirement benefits, and welfare plan benefits.
Under the plan, a "change in control" is defined to include any change in
control required to be reported under Item 6(e) of Schedule A of Regulation 14A
of the Securities Exchange Act of 1934, as amended. A change in control is also
deemed to occur once any acquiring person becomes the beneficial owner, directly
or indirectly, of securities representing 25 percent or more of the Company's
outstanding shares of common stock.
CUMULATIVE TOTAL SHAREHOLDER RETURN
The following graph compares the cumulative total return of the Company's
common stock with the cumulative total returns of a group of diversified natural
gas companies published by Value Line, Inc., which is a peer group of six
diversified natural gas companies selected by the Company, and the
S&P Composite-500 Stock Index. The Company believes performance of the six peer
company group to be a better benchmark of performance due to the higher
concentration of commodity price exposure, relative size, and business mix of
such companies. (The six peer companies are Energen Corporation; Equitable
Resources, Inc.; Kinder Morgan, Inc.; National Fuel Gas Company; ONEOK, Inc.;
and Southwestern Energy Company. MCN Energy Group, Inc. is no longer in the
group since it merged with another entity.)
1996 1997 1998 1999 2000 2001
Questar 100.00 125.37 112.53 90.39 187.43 160.40
15
Six Peers 100.00 127.90 109.64 105.17 211.78 204.07
S&P 500 100.00 133.29 171.40 207.47 188.58 166.15
The graph assumes $100 is invested at the close of trading on
December 31, 1996 in the Company's common stock, the equities of peer companies,
and the S&P 500 Index. It also assumes all dividends are reinvested. For 2001,
the Company had a return of -14.4 compared to a return of -3.6 percent for the
Questar peer group, and a return of -11.9 percent for the S&P Index. For the
five-year period, the Company had a compound annual return of 9.9 percent
compared to returns of 15.3 percent for the Questar peer group and 10.7 percent
for the S&P 500 Index.
COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Management Performance Committee (Committee) is a Committee of outside
directors that is chaired by Patrick J. Early. Our other members include Teresa
Beck, James A. Harmon, W. Whitley Hawkins, Robert E. Kadlec, and Gary G.
Michael. We review and approve all elements of the total compensation program
for officers of the Company and administer the Company's Long- term Stock
Incentive Plan. We monitor the Company's executive compensation programs to
verify that they are aligned with the Company's business strategies and
financial goals. We believe that such programs motivate the Company's officers
to acquire and retain appropriate levels of stock ownership and are competitive
with programs offered by the Company's peers. We determined that the total
compensation earned by the Company's officers in 2001 achieved these objectives
and is fair and reasonable.
Each year, we review the performance of the Company on a consolidated basis
and the performance of the Company's major lines of business and compare such
performance to specified groups of peer companies.
We also assess the individual performance of officers, particularly the
performance of R. D. Cash, Keith O. Rattie, and the other named executive
officers listed in the Summary Compensation Table. We periodically direct
outside consultants to perform an in-depth audit and analysis of the total
compensation paid to the Company's officers.
The Company's total compensation program for officers includes base
salaries, annual bonuses, and stock options. The total program is designed to
attract, motivate, reward and retain the broad-based management talent required
to achieve corporate objectives and increase shareholder value. Each of these
components of the total program is discussed in greater detail below.
BASE SALARIES
We review base salaries for the Company's officers on an annual basis. Such
salaries are generally pegged at or near the 50th percentile or market average
of survey data. We have historically awarded salary increases to Mr. Cash and
other officers based on an assessment of each officer's comparison with survey
data, responsibilities, experience and performance. The salaries earned by the
named executive officers during 2001 are listed in the table shown on page 11.
16
ANNUAL BONUSES
All Company officers, but particularly the five highest paid officers, have
a significant portion of their total compensation at risk. Annual bonuses are
directly linked to key financial and operating objectives for the major business
units and for the Company on a consolidated basis. Each year, we review and
approve annual specified performance objectives. Performance objectives are both
financial (e.g., net income, return on equity) and efficiency objectives (e.g.,
customer service rating, safety performance, finding costs, operating and
maintenance costs). The performance objectives are set after we review actual
results for the prior year and budgeted results for the year in question and are
generally higher than actual results for the prior year and expectations for the
current year.
An overall performance factor is multiplied by each officer's target bonus
to determine his earned bonus. Each officer's target bonus is a percentage of
his base salary in effect at the time the target bonus is approved. We also
determine the allocation of each officer's target bonus between business unit
results and consolidated results. Beginning with the bonuses earned for 2001,
two- thirds of each officer's earned bonus is paid in cash; the remainder is
paid in shares of restricted stock that vest approximately a year after being
granted.
STOCK OPTIONS
Annual grants of stock options are awarded to the Company's officers and
key employees as part of their "risk-based" compensation. As a general rule, we
use the prior year's grant as the basis for determining each subsequent year's
grant, but we do change the size of grants when participants are promoted to new
positions or when surveys indicate that stock options should be adjusted. These
grants are awarded pursuant to the terms of an omnibus Long-term Stock Incentive
Plan, which allows us broad flexibility to use a wide range of stock-based
performance awards.
Stock options, from our perspective, focus attention on managing the
Company from a long- term investor's perspective and encourage officers to have
a significant, personal investment in the Company through stock ownership. Stock
options awarded to officers and key employees become valuable only as the
Company's performance is reflected in increased stock prices. Stock options
constitute the Company's only long-term incentive compensation program. Officers
are encouraged to retain their stock for long-term investment, rather than sell
option shares after purchasing them.
We have established stock ownership guidelines for officers. (Phantom stock
units attributable to an officer's deferred compensation are included.) All of
the officers named in the Summary Compensation Table satisfy these guidelines,
which constitute a multiple of their base salaries.
Information concerning the stock options granted to the Company's highest
ranking executive officers in 2001 is included in the table labeled
"Option/Grants in Last Fiscal Year." The table labeled "Option Exercises"
provides information concerning the value realized by the
17
individual members of the group when exercising stock options in 2001 and the
year-end value of their remaining stock options.
SPECIFIC COMPENSATION DECISIONS
The Company's consolidated 2001 performance reflects the success of its
nonregulated business segment that capitalized on higher commodity prices,
favorable drilling results, and improved amortization rates, particularly during
the first half of the year. The Company's regulated business segment performed
better in 2001 than in 2000, reflecting the effects of a late-2000 early
retirement program and improved throughput for pipeline operations. The bonuses
payable to the Company's officers, including Messrs. Cash and Rattie, reflect
the success achieved by the Company in 2001 during a volatile environment. Mr.
Cash's bonus payment of $600,000 for 2001 includes a discretionary bonus in
addition to his earned bonus.
After serving as Chief Executive Officer since March 1, 1982, Mr. Cash will
resign from this position and retire as an employee effective May 1, 2002. He
will continue to serve as Chairman of the Board. Consistent with his decision to
retire, we did not increase his salary. In recognition of his 20 years of
service as Chief Executive Officer and given the critical role we are asking him
to play in the Company's transition to Mr. Rattie's leadership, we awarded Mr.
Cash an option to purchase 200,000 shares and we set his 2002 target bonus at 75
percent of his base salary.
We also reviewed the achievements of Mr. Rattie during his first year of
service and supported the decision made by the full Board of Directors to name
him to serve as Chief Executive Officer when Mr. Cash retires. We increased his
salary from $400,000 to $417,500 effective March 1, 2002 and will consider a
further increase for him when he becomes Chief Executive Officer. We granted him
an option to purchase 140,000 shares, and we increased his target bonus to 65
percent of his pre-March 1, 2002 base salary or $260,000.
We determined to change some of the benchmarks for 2002 performance goals
to focus participants' attention on total shareholder return, earnings per
share, and specific objectives.
MISCELLANEOUS
We support the Company's historic philosophy that officers are not
fundamentally different than employees, but are paid more due to the nature of
their responsibilities, their experience, and the greater demands on their time.
Consequently, we support the Company's traditional practice of limiting the
perquisites granted to officers. Company officers do not have first-class travel
privileges, cars, country club memberships, supplemental welfare benefit plans,
executive dining room service, or personal use of the Company's airplane.
Federal tax law precludes the Company from deducting compensation paid in
excess of $1 million per year to any named executive officer. Performance-based
compensation, however, is not subject to this deductibility limit. Awards under
the Company's Long-term Stock Incentive Plan qualify for performance-based
compensation. Consequently, the Company can continue to take a
18
deduction for any ordinary income recognized by officers when exercising
nonqualified stock options. The Company's cash bonus plans do not qualify as
performance-based plans.
Management Performance Committee
Patrick J. Early, Chairman
Teresa Beck
James A. Harmon
W. Whitley Hawkins
Robert E. Kadlec
Gary G. Michael
INDEPENDENT AUDITORS
Ernst & Young L.L.P. ("Ernst & Young"), independent auditors, has audited
the accounts of the Company for a number of years, including 2001.
Representatives of Ernst & Young are expected to be present at the Annual
Meeting, will have an opportunity to make a statement if they desire, and will
be available to respond to questions.
AUDIT FEES
Ernst & Young charged the Company $393,098 for professional services
rendered for auditing the Company's 2001 annual financial statements and
reviewing the Company's financial statements included in its Form 10-Q and Form
10 K/A Reports filed in 2001.
FINANCIAL INFORMATION SYSTEM DESIGN AND IMPLEMENTATION FEES
Ernst & Young did not perform any professional services described in
Paragraph (c)(4)(ii) of Rule 2-01 of Regulation S-X during 2001.
ALL OTHER FEES
Ernst & Young billed the Company $327,629 for services it rendered other
than those listed above during 2001. These services include audit related fees
of $46,000 for auditing the Company's employee benefit plans, $220,971 for
reviewing registration statements prepared by the Company and its subsidiaries,
$3,135 for reviewing tax returns filed by the Company's officers, and $57,523
for consulting activities relating to energy risk management and tax planning.
AUDIT COMMITTEE REPORT
Our Committee has reviewed and discussed the Company's audited financial
statements for the year ended December 31, 2001. We have also discussed with
Ernst & Young , the Company's independent auditing firm, the matters required by
Codification of Statements on Auditing Standards No. 61.
19
We have also received the written disclosures and the letter from Ernst &
Young required by Independence Standards Board Statement No. 1, and we have
discussed with representatives of Ernst & Young its independence from the
Company. We have considered whether Ernst & Young's provision of services to
generate the miscellaneous fees listed above is compatible with maintaining its
independence. We have also discussed with the Company's officers and Ernst &
Young such other matters and received such assurances from them as we deemed
appropriate.
Based on our review and discussions, we have recommended to the Company's
Board of Directors the inclusion of the audited financial statements in the
Company's Annual Report on Form 10-K for the year ended December 31, 2001.
Our Committee originally adopted a Statement of Responsibilities in May of
1997 and revised it in February of 2000.
Finance and Audit Committee
Gary G. Michael, Chairman
Teresa Beck
James A. Harmon
Robert E. Kadlec
Dixie L. Leavitt
Scott S. Parker
Harris H. Simmons
ANNUAL REPORT AND FORM 10-K REPORT
Questar has recently mailed an annual report for 2001 to shareholders of
record. The Company does take advantage of the special "householding" rules
recently adopted by the Securities and Exchange Commission to mail single copies
of the annual report (not the proxy statement) to multiple security holders
sharing an address unless we have received contrary instructions from one or
more of the security holders. We will promptly send a separate copy of the
annual report to you if you live at a shared address that only received a single
copy. Please contact Connie C. Holbrook at 180 East 100 South, Salt Lake City,
Utah 84111, or 801-324-5202, if you want to receive a separate copy of the
annual report now or in the future or if you want to request that only one copy
of the annual report be sent to your address if you are currently receiving
multiple copies of it.
We will also send you without charge a copy of our Annual Report on Form
10-K (excluding exhibits) that was filed with the Securities and Exchange
Commission. You can contact the person identified above to make the request.
SECTION 16(a) COMPLIANCE
Pursuant to Section 16(a) of the Securities Exchange Act of 1934 and
regulations promulgated by the Securities and Exchange Commission, the Company's
directors, certain officers, and persons that own more than 10 percent of the
Company's stock, are required to file reports of ownership and changes in
ownership with the Commission and the New York Stock Exchange and to furnish the
Company with copies of all such reports they file.
20
Based solely on its review of copies of such reports received or written
representations for certain reporting persons, the Company believes that all
filing requirements were satisfied for 2001.
OTHER MATTERS
Pursuant to the Company's Bylaws, business must be properly brought before
an annual meeting in order to be considered by stockholders. The Bylaws specify
the procedure for stockholders to follow in order to bring business before an
annual meeting. A stockholder who wants to nominate a person for election as a
director must deliver a written notice, by certified mail, to the Company's
Secretary. Such notice must be received at least 90 days and not more than 120
days prior to the date of the meeting. The notice must set forth (1) the name,
address, and stock ownership of the person making the nominations; (2) the name,
age, business address, residential address, and principal occupation or
employment of each nominee; (3) the number of shares of the Company's stock
owned by each nominee; (4) a description of all arrangements and understandings
between the stockholder and nominee pursuant to which the nomination is made;
and (5) such other information concerning the nominee as would be required,
under the rules of the Securities and Exchange Commission, in a proxy statement
soliciting proxies for the election of the nominee. The notice must also include
the signed consent of the nominee to serve as a director if elected.
The Company's Bylaws also require that any stockholder who is entitled to
vote at the annual meeting and who wants to submit a proposal at such meeting
without having it considered through the proxy materials, must deliver a written
notice of the proposal, by certified mail, to the Company's Secretary. Such
notice must be received at least 90 days and not more than 120 days prior to the
date of such meeting. The notice must set forth (1) a brief description of the
proposal; (2) the stockholder's name, address, and stock ownership; and (3) any
material interest of the stockholder in the proposal.
If the written notice is not received by the date specified in the Bylaws,
the named proxies will have discretionary voting to deal with the nomination or
proposal. A copy of the Company Bylaws specifying the requirements will be
furnished to any stockholder upon written request to the Secretary.
By Order of the
Board of Directors
Connie C. Holbrook
Senior Vice President,
General Counsel and Secretary
21
QUESTAR CORPORATION SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
180 East 100 South FOR THE ANNUAL MEETING, MAY 21, 2002
P. O. Box 45433
Salt Lake City, Utah 84145-0433
PROXY The undersigned stockholder of QUESTAR CORPORATION does hereby constitute
and appoint R. D. CASH and ROBERT E. KADLEC, or either of them, the true and
lawful attorney-in-fact and proxy with all the powers that the undersigned would
possess, if personally present, to vote the stock of the undersigned at the
Annual Meeting of Stockholders of the Company to be held at 1140 West 200 South,
Salt Lake City, Utah, on Tuesday, May 21, 2002, at 10:00 a.m., local time, and
at any adjournments thereof, upon the matters described in the Notice of Annual
Meeting and Proxy Statement, dated April 8, 2002, receipt of which is hereby
acknowledged, and upon any other business that may come before the meeting or
any adjournments or postponements.
Dated: , 2002
-----------------------------------
(Signature)
-----------------------------------
(Signature)
-----------------------------------
Please date and sign exactly as name appears
hereon. When signing as Attorney, Executor,
Administrator, Trustee, Guardian, etc., give full
title. If stock is held jointly, each joint owner
should sign. If stock is owned by a corporation,
please sign full corporate name by duly authorized
(Please turn over) officer.
This proxy, when properly executed will be voted in the manner directed by
the stockholder. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR ALL
NOMINEES.
THE BOARD RECOMMENDS A VOTE FOR THE ELECTION OF DIRECTORS.
To elect four directors of the Company.
Nominees: Patrick J. Early, L. Richard Flury, James A. Harmon, and D. N. Rose.
/ / VOTE FOR all nominees listed above, except as marked to the contrary
above (if any). To withhold your vote for any individual nominee,
strike a line through his name in the list above.
/ / VOTE WITHHELD from all nominees.
In their discretion, the proxies are authorized to vote upon such other matters
as may properly come before the meeting, or any adjournments or postponements of
such meeting.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY, USING THE ENCLOSED
ENVELOPE.
PLEASE MARK IF YOUR ADDRESS HAS CHANGED AND CORRECT YOUR ADDRESS ON THE
REVERSE SIDE.