UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q
[X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED March 31, 2004. | |
OR | ||
[ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO _______. | |
Commission File Number 1-8796
QUESTAR CORPORATION | ||||
(Exact name of registrant as specified in its charter) | ||||
State of Utah | 87-0407509 | |||
| ||||
P.O. Box 45433 | 84145-0433 | |||
(801) 324-5000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. |
Yes [X] | No [ ] | ||
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). | |||
Yes [X] | No [ ] | ||
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. | |||
Class | Outstanding as of April 30, 2004 | |
Common Stock, without par value with attached Common Stock Purchase Rights | 83,779,086 Shares |
Explanatory Note: This Form 10-Q/A is being filed for the sole purpose of including information in Item 2 of Part II that was inadvertently omitted from the original filing. This Amendment No. One includes Items 2 and 6.
Part II
OTHER INFORMATION
Item 2.
Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities
During the quarter that ended March 31, 2004, Questar Corporation (“Questar” or the “Company”) purchased shares of its Common Stock registered under Section 12 of the Securities Exchange Act of 1934 as amended (“Exchange Act”).
Total Number of Shares Purchased * | Average Price per Share ($) | Total Number of Shares Purchased as Part of Publicly Announced Plans | Maximum Number of Shares that May Yet Be Purchased Under the Plans | |
January 1, 2004 to January 31, 2004 | 23,423 | 35.87 | - | - |
February 1, 2004 to February 29, 2004 | 17,272 | 35.85 | - | - |
March 1, 2004 to March 31, 2004 | 9,976 | 35.28 | - | - |
Total | 50,671 | 35.75 | - | - |
*All shares purchased by the Company were in conjunction with tax payment elections made by employees when recognizing ordinary income with nonqualified stock options exercises or when receiving distributions of formerly restricted shares of stock.
Item 6.
Exhibits and Reports on Form 10-Q/A.
a.
The following exhibits are being filed as part of this report:
Exhibit No.
Exhibit
12.
Ratio of earnings to fixed charges. (Exhibit No. 12 to Form 10-Q reported for the quarter that ended March 31, 2004, filed on May 7, 2004.)
31.1.
Certification signed by Keith O. Rattie, Questar’s Chief Executive Officer, pursuant to Section of the Sarbanes-Oxley Act of 2002.
31.2.
Certification signed by S. E. Parks, Questar’s Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.
Certification signed by Keith O. Rattie and S. E. Parks, Questar’s Chief Executive Officer and Chief Financial Officer, respectively, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
b.
During the quarter, Questar filed the following Current Report on Form 8-K: Current Report dated April 29, 2004, filing a copy of the Company’s earnings release for the periods ended March 31, 2004.
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.
QUESTAR CORPORATION
(Registrant)
August 3, 2004
/s/ Keith O. Rattie________________________
Date
Keith O. Rattie, Chairman of the Board,
President and Chief Executive Officer
August 3, 2004
/s/ S. E. Parks____________________________
Date
S. E. Parks, Senior Vice President and
Chief Financial Officer
Exhibit List
Exhibit No.
Exhibit
12.
Ratio of earnings to fixed charges. (Exhibit No. 12 to Form 10-Q reported for the quarter that ended March 31, 2004, filed on May 7, 2004.)
31.1.
Certification signed by Keith O. Rattie, Questar’s Chief Executive Officer, pursuant to Section of the Sarbanes-Oxley Act of 2002.
31.2.
Certification signed by S. E. Parks, Questar’s Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.
Certification signed by Keith O. Rattie and S. E. Parks, Questar’s Chief Executive Officer and Chief Financial Officer, respectively, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit No. 31.1.
CERTIFICATION
I, Keith O. Rattie, certify that:
1.
I have reviewed this quarterly report on Form 10-Q/A of Questar Corporation.
2.
Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report.
3.
Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.
4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a)
designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b)
evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
c)
presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function);
a)
all significant deficiencies in the design or operation of internal controls that could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls;
6.
The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
August 3, 2004
/s/Keith O. Rattie_________________________
Date
Keith O. Rattie
Chairman, President and Chief Executive
Officer
Exhibit No. 31.2.
CERTIFICATION
I, S. E. Parks, certify that:
1.
I have reviewed this quarterly report on Form 10-Q/A of Questar Corporation.
2.
Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report.
3.
Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.
4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a)
designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b)
evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
c)
presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function);
a)
all significant deficiencies in the design or operation of internal controls that could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls;
6.
The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
August 3, 2004
/s/S. E. Parks____________________________
Date
S. E. Parks
Senior Vice President and Chief
Financial Officer
Exhibit No. 32.
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTON 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Questar Corporation (the "Company") on Form
10-Q/A for the period ending March 31, 2004, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Keith O. Rattie, Chairman, President and Chief Executive Officer of the Company, and S. E. Parks, Senior Vice President and Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:
(1)
The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
QUESTAR CORPORATION
August 3, 2004
/s/Keith O. Rattie_________________________
Date
Keith O. Rattie
Chairman, President and Chief Executive
Officer
August 3, 2004
/s/S. E. Parks____________________________
Date
S. E. Parks
Senior Vice President and Chief
Financial Officer