Qep Resources, Inc. – ‘POS EX’ on 3/2/01

On:  Friday, 3/2/01, at 1:44pm ET   ·   Effective:  3/2/01   ·   Accession #:  912057-1-7127   ·   File #:  333-34640

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Post-Effective Amendment to Add Exhibits
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: POS EX      Post-Effective Amendment to Add Exhibits               7     33K 
 2: EX-4.01     Instrument Defining the Rights of Security Holders    90    402K 
 3: EX-4.02     Instrument Defining the Rights of Security Holders     8     24K 

POS EX   —   Post-Effective Amendment to Add Exhibits
Document Table of Contents

POS EX
1st Page of 7
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 2, 2001 

                                            REGISTRATION STATEMENT NO. 333-34640
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------

POST-EFFECTIVE AMENDMENT NO. 2
TO

FORM S-3
REGISTRATION STATEMENT
UNDER 
THE SECURITIES ACT OF 1933
------------------

QUESTAR MARKET RESOURCES, INC.

(Exact Name of Registrant as Specified in Its Charter)

                                                                [Download Table]
                                                                               
              UTAH                                             87-0287750      
(State or Other Jurisdiction of                             (I.R.S. Employer   
 Incorporation or Organization)                          Identification Number)

180 EAST 100 SOUTH STREET 
P. O. BOX 45601 
SALT LAKE CITY, UTAH 84145-0601 
(801) 324-2600
(Address, including zip code, and telephone number, 
including area code, of registrant's principal executive offices) 
--------------------------

CONNIE C. HOLBROOK, ESQ.
QUESTAR MARKET RESOURCES, INC.
180 EAST 100 SOUTH STREET 
P. O. BOX 45601 
SALT LAKE CITY, UTAH 84145-0601 
(801) 324-2600
(Name, address, including zip code, and telephone number
including area code, of agent for service)
--------------------------

COPIES TO:

                                                                [Download Table]
                                                                           
       RICHARD J. GROSSMAN, ESQ.                PAUL C. PRINGLE, ESQ.      
Skadden, Arps, Slate, Meagher & Flom LLP           Brown & Wood LLP        
           Four Times Square              555 California Street, Suite 5000
     New York, New York 10036-6522         San Francisco, California 94104 
            (212) 735-3000                         (415) 772-1200          

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement

   If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of  
1933, as amended, check the following box: / /                                  

If this Form is filed to register additional securities for an offering 
pursuant to Rule 462(b) under the Securities Act, please check the following    
box / /                                                                         

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act   
registration statement for the same offering: / /                               

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act   
registration statement number of the earlier effective registration statement   
number for the same offering: / /                                               

  If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: / /                                             
--------------------------

CALCULATION OF REGISTRATION FEE 

                                                        [Enlarge/Download Table]

                                                                              PROPOSED                       
                                                           PROPOSED            MAXIMUM                       
          TITLE OF SECURITIES            AMOUNT TO BE  MAXIMUM OFFERING       AGGREGATE          AMOUNT OF   
            TO BE REGISTERED              REGISTERED   PRICE PER NOTE(1)  OFFERING PRICE(1)  REGISTRATION FEE
                                                                                                             
% Notes Due 2011........................ $150,000,000        100%           $150,000,000          $39,600    

(1) Estimated solely for the purpose of computing the registration fee in       
accordance with Rule 457(c) of the Securities Act.                      
------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION       
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF  
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME     
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), 
MAY DETERMINE.                                                                  

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

POS EX
2nd Page of 7
TOC
1st
Previous
Next
↓Bottom
Just 2nd
PART II 
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION                            

The following table sets forth the fees and expenses payable by us in   
connection with the offering of the notes registered hereunder. All such fees   
and expenses other than the Securities and Exchange Commission Registration Fee 
are estimated.                                                                  

                                                                [Download Table]
                                                                      
Securities and Exchange Commission Registration Fee.........  $ 39,600
Printing Expenses...........................................    35,000
Legal Fees and Expenses.....................................   265,000
Accounting Fees and Expenses................................   200,000
Blue Sky Fees and Expenses..................................     5,000
Trustee's Fees and Expenses.................................     6,000
Rating Agency Fees..........................................    65,000
Miscellaneous...............................................     4,400
                                                              --------
Total.......................................................  $620,000
                                                              ========

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS                              

Reference is made to Section 16-10a-901 through 16-10a-909 of the Utah  
Revised Business Corporation Act, which provides for indemnification of         
directors and officers in certain circumstances.                                

  Our Bylaws provide that we may voluntarily indemnify any individual made a
party to a proceeding because he is or was our director, officer, employee or   
agent against liability incurred in the proceeding, but only if we have         
authorized the payment in accordance with the applicable statutory provisions of
the Utah Revised Business Corporation Act (Sections 16-10a-902, 16-10a-904 and  
16-10a-907) and a determination has been made in accordance with the procedures 
set forth in such provision that such individual conducted himself in good      
faith, that he reasonably believed his conduct, in his official capacity with   
us, was in its best interests and that his conduct, in all other cases, was at  
least not opposed to our best interests, and that he had no reasonable cause to 
believe his conduct was unlawful in the case of any criminal proceeding. The    
foregoing indemnification in connection with a proceeding by or in our right is 
limited to reasonable expenses incurred in connection with the proceeding, which
expenses may be advanced by us. Our Bylaws provide that we may not voluntarily  
indemnify our director, officer, employee or agent in connection with a         
proceeding by or in our right in which such individual was adjudged liable to us
or in connection with any other proceeding charging improper personal benefit to
him, whether or not involving action in his official capacity, in which he was  
adjudged liable on the basis that personal benefit was improperly received by   
him.                                                                            

 Our Bylaws provide further that we shall indemnify our director, officer,
employee or agent who was wholly successful, on the merits or otherwise, in     
defense of any proceeding to which he was a party because he is or was such a   
director, officer, employee or agent, against reasonable expenses incurred by   
him in connection with the proceeding.                                          

    Our Bylaws further provide that no director shall be personally liable to us
or our stockholders for monetary damages for any action taken or any failure to 
take any action, as a director, except liability for (a) the amount of a        
financial benefit received by a director to which he is not entitled; (b) an    
intentional infliction of harm on us or our shareholders; (c) any action that   
would result in liability of the director under the applicable statutory        
provision concerning unlawful distributions; or (d) an intentional violation of 
criminal law.                                                                   

48

POS EX
3rd Page of 7
TOC
1st
Previous
Next
↓Bottom
Just 3rd
Our parent maintains an insurance policy on behalf of our officers and  
directors pursuant to which (subject to the limits and limitations of such      
policy) the officers and directors are insured against certain expenses in      
connection with the defense of actions or proceedings, and certain liabilities  
which might be imposed as a result of such actions or proceedings, to which any 
of them is made a party by reason of being or having been a director or officer.

Reference is made to Sections 6 and 7 of the Purchase Agreement, the    
form of which is filed as Exhibit 1.01 hereto, for the description of the       
indemnification and contribution arrangements for this offering.                

ITEM 16. EXHIBITS                                                               

(a) Exhibits:                                                           

                                                        [Enlarge/Download Table]

       EXHIBIT                                                                         
       NUMBER                                      DESCRIPTION                         
---------------------      ------------------------------------------------------------
                                                                                       
                *1.01  --  Form of Purchase Agreement.                                 
                 4.01  --  Form of Indenture, dated as of       , 2001, between us and 
                           Bank One, NA, as Trustee, relating to our debt securities.  
                 4.02  --  Form of Note.                                               
                *5.01  --  Opinion of Connie C. Holbrook, Esq.                         
                *5.02  --  Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.        
               *12.01  --  Statement of Computation of Ratio of Earnings to Fixed      
                           Charges.                                                    
               *23.01  --  Consent of Ernst & Young LLP.                               
               *23.02  --  Consent of Connie C. Holbrook, Esq. (included in            
                           Exhibit 5.01).                                              
               *23.03  --  Consent of Skadden, Arps, Slate, Meagher & Flom LLP         
                           (included in Exhibit 5.02).                                 
               *23.04  --  Consent of Ryder Scott Company, LP                          
               *23.05  --  Consent of H.J. Gruy and Associates, Inc.                   
               *23.06  --  Consent of Netherland Sewell & Associates, Inc.             
               *23.07  --  Consent of Malkewicz Hueni Associates Ltd.                  
               *23.08  --  Consent of Gilbert Laustsen Jung Associates Ltd.            
               *24.01  --  Form of Power of Attorney (included on signature page to the
                           Registration Statement).                                    
               *25.01  --  Statement of Eligibility of Trustee on Form T-1.            

------------------------                                                        

*   Previously filed                                                            

ITEM 17. UNDERTAKINGS                                                           

A. The undersigned registrant hereby undertakes that, for purposes of   
     determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or    
Section 15(d) of the Securities Exchange Act of 1934 (and, where  
 applicable, each filing of an employee benefit plan's annual report
       pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
     incorporated by reference in the registration statement shall be deemed
   to be a new registration statement relating to the securities offered
       therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.                     

   B.  Insofar as indemnification for liabilities arising under the Securities
 Act of 1933 may be permitted to directors, officers and controlling
      persons of the registrant pursuant to the provisions of Utah law and the
     registrant's bylaws, a summary of which is set forth in Item 15 hereof,
      or otherwise, the registrant has been advised that in the opinion of the
       Securities and Exchange Commission such indemnification is against public
     policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such               

49

POS EX
4th Page of 7
TOC
1st
Previous
Next
↓Bottom
Just 4th
liabilities (other than the payment by the registrant of expenses 
  incurred or paid by a director, officer or controlling person of the
     registrant in the successful defense of any action, suit or proceeding)
       is asserted by such director, officer or controlling person in connection
      with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling 
   precedent, submit to a court of appropriate jurisdiction the question
      whether such indemnification by it is against public policy as expressed
      in the Act and will be governed by the final adjudication of such issue.

C.  The undersigned registrant hereby undertakes that:                  

       1.  For purposes of determining any liability under the Securities Act of
        1933, the information omitted from the form of prospectus filed as
        part of this registration statement in reliance upon Rule 430A and
        contained in a form of prospectus filed by the Company pursuant to
       Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be
        deemed to be part of this registration statement as of the time it
was declared effective.                                   

       2.  For the purpose of determining any liability under the Securities Act
    of 1933, each post-effective amendment that contains a form of
   prospectus shall be deemed to be a new registration statement
          relating to the securities offered therein, and the offering of such
         securities at that time shall be deemed to be the initial bona fide
offering thereof.                                         

50

POS EX
5th Page of 7
TOC
1st
Previous
Next
↓Bottom
Just 5th
SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the    
requirements for filing on Form S-3 and has duly caused this Post-Effective     
Amendment No. 2 to the Registration Statement on Form S-3 to be signed on its   
behalf by the undersigned, thereunto duly authorized, in the City of Salt Lake, 
State of Utah, on the 2nd day of March, 2001.                                   

                                                                [Download Table]
                                              
QUESTAR MARKET RESOURCES, INC.                

By:               /s/ G.L. NORDLOH            
     -----------------------------------------
                    G.L. Nordloh              
       PRESIDENT AND CHIEF EXECUTIVE OFFICER  

Pursuant to the requirements of the Securities Act of 1933, this        
Post-Effective Amendment No. 2 to the Registration Statement has been signed by 
the following persons in the capacities and on the dates indicated.             

                                                                [Download Table]

               NAME                               TITLE                 DATE
               ----                               -----                 ----
                                                                            
                *                                                           
---------------------------------  Chairman of the Board and Director       
            R.D. Cash                                                       

                *                  President and Chief Executive            
---------------------------------    Officer; Director (Principal           
           G.L. Nordloh              Executive Officer)                     

                *                  Vice President, Treasurer and Chief      
---------------------------------    Financial Officer (Principal           
            S.E. Parks               Financial Officer)                     

                *                                                           
---------------------------------  Manager, Accounting (Principal           
         B. Kurtis Watts             Accounting Officer)                    

                *                                                           
---------------------------------  Director                                 
           Teresa Beck                                                      

                *                                                           
---------------------------------  Director                                 
         Patrick J. Early                                                   

                *                                                           
---------------------------------  Vice Chairman of the Board and           
         Keith O. Rattie             Director                               

51

POS EX
6th Page of 7
TOC
1st
Previous
Next
↓Bottom
Just 6th
                                                                [Download Table]

               NAME                          TITLE  DATE
               ----                          -----  ----
                                                        
                *                                       
---------------------------------  Director             
         William N. Jones                               

                                                                [Download Table]
                                                 
*By:        /s/ G.L. NORDLOH                     
      ----------------------------               
              G.L. Nordloh          March 2, 2001
          AS ATTORNEY-IN-FACT                    

52

POS EX
Last Page of 7
TOC
1st
Previous
Next
↓Bottom
Just 7th
EXHIBIT INDEX 

                                                        [Enlarge/Download Table]

       EXHIBIT                                                                         
       NUMBER                                      DESCRIPTION                         
---------------------      ------------------------------------------------------------
                                                                                       
                *1.01  --  Form of Purchase Agreement.                                 
                 4.01  --  Form of Indenture, dated as of             , 2001, between  
                           us and Bank One, NA, as Trustee, relating to our debt       
                           securities.                                                 
                 4.02  --  Form of Note.                                               
                *5.01  --  Opinion of Connie C. Holbrook, Esq.                         
                *5.02  --  Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.        
               *12.01  --  Statement of Computation of Ratio of Earnings to Fixed      
                           Charges.                                                    
               *23.01  --  Consent of Ernst & Young LLP.                               
               *23.02  --  Consent of Connie C. Holbrook, Esq. (included in            
                           Exhibit 5.01).                                              
               *23.03  --  Consent of Skadden, Arps, Slate, Meagher & Flom LLP         
                           (included in Exhibit 5.02).                                 
               *23.04  --  Consent of Ryder Scott Company, LP                          
               *23.05  --  Consent of H.J. Gruy and Associates, Inc.                   
               *23.06  --  Consent of Netherland Sewell & Associates, Inc.             
               *23.07  --  Consent of Malkewicz Hueni Associates Ltd.                  
               *23.08  --  Consent of Gilbert Laustsen Jung Associates Ltd.            
               *24.01  --  Form of Power of Attorney (included on signature page to the
                           Registration Statement).                                    
               *25.01  --  Statement of Eligibility of Trustee on Form T-1.            

------------------------                                                        

*   Previously filed                                                            

53

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘POS EX’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		3/2/01		1		6			424B1
									List all Filings