Schedule 14A


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.      )

 

Filed by the Registrant ¨  Filed by a Party other than the Registrant x

Check the appropriate box:

 

¨

Preliminary Proxy Statement

 

¨

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

¨

Definitive Proxy Statement

 

¨

Definitive Additional Materials

 

x

Soliciting Material Pursuant to §240.14a-12

 

 

Questar Corporation

 

(Name of Registrant as Specified In Its Charter)

 

 

Dominion Resources, Inc.

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

x

No fee required.

 

¨

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

  

 

 

(4)

Proposed maximum aggregate value of the transaction:

 

 

  

 

 

(5)

Total fee paid:

 

 

  

 

 

 

¨

Fee paid previously with preliminary materials.

 

¨

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:

 

 

  

 

 

(4)

Date Filed:

 

 

  

 

 


February 3, 2016 Welcome to Dominion


Important Note This presentation contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding Dominion and Dominion Midstream. The statements relate to, among other things, expectations, estimates and projections concerning the business and operations of Dominion and Dominion Midstream. We have used the words "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", “outlook”, "predict", "project", “should”, “strategy”, “target”, "will“, “potential” and similar terms and phrases to identify forward-looking statements in this presentation. As outlined in our SEC filings, factors that could cause actual results to differ include, but are not limited to: unusual weather conditions and their effect on energy sales to customers and energy commodity prices; extreme weather events and other natural disasters; federal, state and local legislative and regulatory developments; changes to federal, state and local environmental laws and regulations, including proposed carbon regulations; cost of environmental compliance; changes in enforcement practices of regulators relating to environmental standards and litigation exposure for remedial activities; capital market conditions, including the availability of credit and the ability to obtain financing on reasonable terms; fluctuations in interest rates; changes in rating agency requirements or credit ratings and their effect on availability and cost of capital; impacts of acquisitions, divestitures, transfers of assets by Dominion to joint ventures or to Dominion Midstream, and retirements of assets based on asset portfolio reviews; the expected timing and likelihood of completion of the proposed acquisition of Questar, including the ability to obtain the requisite approvals of Questar’s shareholders and timing, receipt and terms and conditions of required regulatory approvals; receipt of approvals for, and timing of, closing dates for other acquisitions; the execution of Dominion Midstream’s growth strategy; changes in demand for Dominion’s services; additional competition in Dominion’s industries; changes to regulated rates collected by Dominion; changes in operating, maintenance and construction costs; timing and receipt of regulatory approvals necessary for planned construction or expansion projects and compliance with conditions associated with such regulatory approvals; the inability to complete planned construction projects within time frames initially anticipated; and the ability of Dominion Midstream to negotiate, obtain necessary approvals and consummate acquisitions from Dominion and third-parties, and the impacts of such acquisitions. Other risk factors are detailed from time to time in Dominion’s and Dominion Midstream’s quarterly reports on Form 10-Q or most recent annual report on Form 10-K filed with the Securities and Exchange Commission. The information in this presentation was prepared as of February 1, 2016. Dominion and Dominion Midstream undertake no obligation to update any forward-looking information statement to reflect developments after the statement is made. This presentation has been prepared primarily for Questar employees in the hope that it will serve as a convenient and useful reference document. The format of this document may change in the future as we continue to try to meet the needs of Questar employees. This document is not intended for use in connection with any sale, offer to sell, or solicitation of any offer to buy securities.


Important Note Additional information and where to find it This communication may be deemed to be solicitation material in respect of the Merger. In connection with the Merger, Questar Corporation intends to file relevant materials with the SEC, including a proxy statement in preliminary and definitive form.  INVESTORS OF QUESTAR ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT QUESTAR AND THE MERGER. Investors may obtain a free copy of these materials (when they are available) 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 Street, P.O. Box 45433, Salt Lake City, Utah 84145-0433. Security holders may also 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, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available. Continued


Safety Ethics One Dominion – Teamwork Excellence Our Core Values


Number of Recordables per 100 Employees Each Work Year OSHA Recordable Incidence Rates Our History of Safety OSHA Recordable Incidence Rates


Ethics: Commitment to our Communities Charitable Giving United Way Campaign each year Matching gifts for charitable contributions by employees Dominion Foundation Educational Partnerships Volunteerism Time off for volunteering in the community Energy Assistance Programs Energy Share Fan Care Deep roots in the communities we serve


Dominion Profile Power and Natural Gas Infrastructure Questar Natural Gas Transmission Pipelines Electric Generation Solar Generation Cove Point LNG Facility Natural Gas Storage Electric Customers in VA & NC Dominion Natural Gas Utility (OH & WV) Questar Natural Gas Utility Dominion Natural Gas Transmission Atlantic Coast Pipeline


Dominion Virginia Power Dominion Energy Dominion Generation Electric Distribution 2.5 million franchise retail customer accounts in VA and NC 57,300 miles of distribution lines Electric Transmission 6,500 miles of transmission lines Favorable regulatory environment Utility Generation 20,000 MW of capacity Balanced, diverse fuel mix Merchant Generation 4,300 MW of capacity, including nuclear, gas and renewable power Active hedging program for energy revenue/margins Gas Distribution 1.3 million franchise retail natural gas customer accounts in OH & WV 22,000 miles of distribution pipelines Gas Transmission Together with Gas Distribution, operates one of the largest natural gas storage system in the U.S. 12,200 miles of pipeline in eight states Well positioned in Marcellus and Utica Shale regions Dominion Profile Primary Operating Segments View


Combining our Companies Diversification within the energy industry Cultural Alignment Safety Reliability Customer Service Community Engagement Headquarters of Dominion Questar will remain in Salt Lake City Core operations will operate under a local management structure Leverage best-in-class programs & operations of each company Committed and dedicated employees Your years of service with Questar will be recognized as service with Dominion The Value in the Combination


Geographic and Asset Profile - Energy Combining the “Hub of the Mid-Atlantic” with the “Hub of the West” Ideally positioned to serve growing markets Please refer to page 2 for risks and uncertainties related to projections and forward looking statements. Questar gas pipeline Dominion gas utility Dominion gas pipeline Questar gas utility Cove Point Atlantic Coast Pipeline


Overview of Dominion Energy


Gas Transmission Dominion Transmission Dominion Cove Point LNG Terminal* Dominion Carolina Gas* Atlantic Coast Pipeline Partnership Blue Racer Midstream JV Iroquois* Gas Distribution Dominion East Ohio Dominion Hope The Natural Gas Infrastructure Businesses Dominion Energy * Partial or Full Ownership by Dominion Midstream Partners


Service Territory High Pressure Transmission Storage Toledo Cleveland Columbus Cincinnati Gas Distribution Dominion East Ohio Serves 1.2 million customers 35% of Ohio market share Pipeline Infrastructure Replacement $160-200M/year with rider recovery Dominion Hope Serves 113,000 customers 30% of West Virginia market share New Pipeline Replacement Program Serving the Customers of Ohio & West Virginia ___ Service Territory Interstate Pipeline Morgantown Clarksburg Parkersburg Charleston


OWNERSHIP STRUCTURE: Dominion Resources* 45% Duke Energy 40% Piedmont Natural Gas 10% AGL Resources 5% Atlantic Coast Pipeline 550 miles of primarily 42” pipe 1.5 Bcf per day capacity Expandable to >2 Bcf per day Est. cost $4.5 – $5.0 billion** 20-year binding contracts with electric and gas utilities Expected In-service November 2018 ACP DTI Pipeline Storage Cove Point Marcellus Shale Utica Shale * Dominion will construct, operate and manage the pipeline ** Excludes financing costs Key Supply for Virginia & North Carolina


Dominion Cove Point Import… And Soon Export Liquefy an average of 0.75 Bcf/day of inlet gas 5.25 mtpa of LNG output Total estimated project cost $3.4 - $3.8 billion* Fully subscribed capacity with 20-year terminal service agreements (TSAs): US affiliate of Sumitomo Corporation Off take agreements with Tokyo Gas Co. and Kansai Electric Power Co. US affiliate of GAIL (India) Ltd. EPC Contractor: IHI/Kiewit In-service expected late 2017


Our Commitment to Employees


Our Commitment to Employees What we know: Until the later of one (1) year following the close or 12/31/17 Base pay and annual bonus plan targets at least equal to levels at close Benefits that are overall comparable to what you have today Current active benefit plans and policies will likely remain in place through December 31, 2017 Your years of service with Questar will be recognized as service with Dominion What we are reviewing: Retirement Benefits Pension 401(k) Retiree Medical


The Dominion Total Value Package Medical, Dental & Vision Pension* & 401(k) Plan Life Insurance Retiree Medical* Vacation, Holiday, & Volunteer Time Base & Incentive Compensation Sickness & Disability *eligible employees


Dominion Benefits Medical 3 plan options: 1 Consumer Driven Health Plan (CDHP); 2 PPOs Health Savings Account contribution by Dominion for CDHP Same services covered – varying deductibles, out of pocket maximums, and deductions from paycheck “Well On Your Way” – Health and Wellness Program Live Health Online, Wiser Together, Best Doctors Dental, Vision, Healthcare and Dependent Flexible Spending Accounts Life Insurance Employer Paid Supplemental: Employee, Spouse, Dependent Long Term Disability Active Employee Health Benefits


Dominion Benefits Vacation Paid Sick Leave includes 40 hours of time to care for dependents Bonding time for new parents – Parental Leave Company holidays Personal community volunteer time Education Assistance Adoption Assistance EAP and Work Life Services Time Off and Work Life


Our Commitment to Communicate Extranet Available Website Address: https://drs.dom.com/questar/ Username: Password: Periodic Updates - Newsletters, Upcoming Events Q&A and FAQ process will be established Dominion HR will be available and on site as needed Quarterly Updates with Dominion Leadership


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