Registration No. 33 -
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________
EQUITABLE RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 25-0464690
(State of Incorporation) I.R.S. Employer
Identification No.)
420 Boulevard of the Allies
Pittsburgh, PA 15219
(412) 261-3000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
A. MARK ABRAMOVIC
Vice President and Chief Financial Officer
EQUITABLE RESOURCES, INC.
420 Boulevard of the Allies
Pittsburgh, PA 15219
(412) 553-5710
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_____________________
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration
Statement, as determined by market conditions.
_____________________
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box.
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, other than securities offered only in connection
with dividend or interest reinvestment plans, please check the following
box. X
____________________
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
_________________
Calculation of Registration Fee
Title of Proposed Proposed maximum
each class Amount to maximum aggregate Amount of
of be aggregate offering price registration
securities registered offering (*) fee
to be price
registered per share (*)
Common
stock, 71,110
no par shares $26.875 $1,911,081 $659
value
*Estimated solely for purposes of determining the registration fee.
<PAGE>
Subject to completion dated August 23, 1995.
PROSPECTUS
EQUITABLE RESOURCES, INC.
71,110 Shares of Common Stock
(without par value)
This Prospectus relates to up to 71,110 shares (the "Shares") of
Common Stock, without par value, of Equitable Resources, Inc., a
Pennsylvania corporation (the "Company" or "Selling Registrant"), which
may be offered and sold by the selling shareholders named herein (the
"Selling Shareholders") from time to time. The Shares were acquired
from the Company under a certain agreement more particularly described
herein under the heading "Selling Shareholders." The Company will
receive no part of the proceeds from the sale of the Shares.
The distribution of the Shares by the Selling Shareholders may be
effected directly by means of ordinary brokers' transactions on the New
York Stock Exchange or Philadelphia Stock Exchange or in privately
negotiated transactions at such prices as may be obtainable and
acceptable to the Selling Shareholders. See "Plan of Distribution."
The Company will pay the expenses of registration of the Shares. The
Selling Shareholders will pay all commissions and transfer taxes, if
any, and all fees and expenses of their own legal counsel and
accountants. The Company and the Selling Shareholders have agreed to
indemnify each other against certain liabilities, including liabilities
under the Securities Act of 1993, as amended (the "Securities Act").
See "Selling Shareholders".
The Shares are traded on the New York Stock Exchange and the
Philadelphia Stock Exchange under the trading symbol "EQT."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
Underwriting Proceeds to
Price to discount Company
Public (1)
Per share 0 0
Total 0 0
(1) Not determinable at the present time.
The date of this prospectus is August__, 1995.
AVAILABLE INFORMATION
The Company, a Pennsylvania corporation, is subject to the
informational requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith files reports,
proxy and information statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports,
proxy and information statements and other information can be inspected
and copied at the Public Reference Room of the Commission at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
regional offices maintained by the Commission at 7 World Trade Center,
13th Floor, New York, New York 10048 and Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of
such materials can be obtained at prescribed rates from the Public
Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Documents filed by the Company can also be
inspected at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005, and at the offices of the Philadelphia
Stock Exchange, 1900 Market Street, Philadelphia, Pennsylvania 19103, on
which exchanges certain of the Company's securities are listed. In
addition, reports, proxy statements and other information concerning the
Company can be inspected at the offices of the Company at 420 Boulevard
of the Allies, Pittsburgh, Pennsylvania 15219.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are hereby incorporated by reference in this Prospectus the
following documents heretofore filed with the Securities and Exchange
Commission pursuant to the Exchange Act:
a) the Company's Annual Report on Form 10-K for the year ended
December 31, 1994;
b) the Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1995 and June 30, 1995;
c) the Company's definitive Proxy Statement dated April 13, 1995
in connection with its Annual Meeting of Shareholders held on
May 26, 1995.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
termination of the offering of the Common Stock shall be deemed to be
incorporated by reference into this Prospectus from the dates of filing
of such documents.
Upon written or oral request the Company will provide without
charge to any person to whom this Prospectus is delivered a copy of any
or all information incorporated by reference in this Prospectus (except
exhibits to such information, unless such exhibits are specifically
incorporated by reference herein). Such requests should be directed to
Audrey C. Moeller, Vice President and Corporate Secretary, Equitable
Resources, Inc., 420 Boulevard of the Allies, Pittsburgh, Pennsylvania
15219 (telephone number 412-553-5877).
THE COMPANY
Equitable Resources, Inc. is a diversified natural gas company
engaged primarily, through its divisions and subsidiaries, in the
exploration for, development, production, purchase, transmission,
storage, distribution and marketing of natural gas, the extraction of
natural gas liquids, the exploration for, development, production and
sale of oil and contract drilling.
Exploration and production activities are conducted by Equitable
Resources Energy Company through its divisions and subsidiaries. Its
activities are principally in the Appalachian area where it explores
for, develops, produces and sells natural gas and oil, extracts and
markets natural gas liquids and performs contract drilling and well
maintenance services. The exploration and production segment also
conducts operations in the Rocky Mountain area including the Canadian
Rockies where it explores for, develops and produces oil, and to a
lesser extent natural gas. In the Southwest and Gulf Coast offshore
areas, this segment participates in exploration and development of gas
and oil projects.
Natural gas marketing activities are conducted by Equitable
Resources Marketing Company and its subsidiaries. Its activities
include marketing of natural gas, extraction, and sale of natural gas
liquids and intrastate transportation.
Natural gas distribution activities comprise the operations of
Equitable Gas Company, the Company's state-regulated natural gas
utility. Natural gas distribution services are provided to more than
265,000 customers located mainly in the city of Pittsburgh and its
environs and, to a more limited extent, in northern West Virginia and
through field line sales in Eastern Kentucky.
Natural gas transmission activities are conducted by three FERC-
regulated gas pipelines: Kentucky West Virginia Gas Company, Equitrans,
Inc. and Nora Transmission Company. Activities include gas
transportation, gathering, storage, and marketing activities.
SELLING SHAREHOLDERS
The shares of the Company's Common Stock registered hereunder are
to be sold for the accounts of the following security holders in the
following amounts:
Paul F. Romanelli - 53,333 shares
George J. Ritter - 17,777 shares
These shares represent less than one half of one percent of the
Company's issued and outstanding shares.
Mr. Romanelli and Mr. Ritter are the President and Vice President -
Business Development, respectively of Independent Energy Corporation and
IEC, Inc., wholly owned subsidiaries of the Company, which were acquired
by the Company on July 31, 1995. They will continue to work in these
capacities. Neither had a position, office or material relationship
with the Company prior to that date. In addition, 161,454 shares of
Common Stock of the Company held by Shareholders of the Company are
being offered concurrently on the same terms as set forth herein. In
addition to the amounts shown above, Mr. Romanelli owns 31,076 shares of
the Company's common stock and Mr. Ritter owns 41,492 shares of the
Company's common stock. These shares are among 161,454 shares of Common
Stock being offered concurrently on the same terms set forth herein.
PLAN OF DISTRIBUTION
The Shares are being offered for the respective accounts of the
Selling Shareholders. The Company will not receive any proceeds from
the sale of any Shares by the Selling Shareholders.
The sale of Shares by the Selling Shareholders may be effected from
time to time by means of ordinary brokers' transactions on the New York
Stock Exchange or the Philadelphia Stock Exchange or in privately
negotiated transactions at such prices as may be obtainable and
acceptable to the Selling Shareholders. The Selling Shareholders may
effect such transactions by selling the Shares to or through broker-
dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Shareholders
and/or the purchasers of the Shares for which such broker-dealers may
act as agent or to whom they sell as principal, or both (which
compensation as to a particular broker-dealer may be in excess of
customary compensation).
The Selling Shareholders and any broker-dealers who act in
connection with the sale of the shares hereunder may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities
Act, and any commissions received by them and profit on any sale of the
Shares as principal might be deemed to be underwriting discounts and
commissions under the Securities Act.
LEGAL MATTERS
Certain legal matters in connection with the sale of the shares of
Common Stock offered hereby will be passed upon for the Company by
Augustine A. Mazzei, Jr., Esq., employed by the Company as its Senior
Vice President and General Counsel. On August 21, 1995, Mr. Mazzei
beneficially owned 14,570 shares of the Company's Common Stock and held
options to purchase an additional 18,500 shares of Common Stock.
EXPERTS
The consolidated financial statements of the Equitable Resources,
Inc. appearing in the Company's Annual Report on Form 10-K for the year
ended December 31, 1994, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance
upon such report, given upon the authority of such firm as experts in
accounting and auditing.
EQUITABLE RESOURCES, INC.
71,110 Shares of Common Stock
_____________________________
PROSPECTUS
_____________________________
August ___, 1995
No dealer, salesman or any other person has been authorized to give
any information or to make any representations other than those
contained in this Prospectus, and if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer to sell or a
solicitation of any offer to buy any securities in any jurisdiction in
which such an offer or solicitation would be unlawful. Neither the
delivery of this Prospectus nor any sale made hereunder shall under any
circumstances create any implication that there has been no change in
the affairs of the Company since the date hereof.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Estimated expenses of the Company in connection with the issuance
and distribution of the Company's Common Stock are as follows:
Securities and Exchange Commission
registration fee $659
Accounting fees and expenses 5,000
Legal fees and expenses 1,000
Other 1,000
Total Expenses $7,659
Item 15. Indemnification of Directors and Officers.
Sections 1741 and 1742 of the Pennsylvania Business Corporation Law
(the "PBCL") provides that a business corporation shall have the power
to indemnify any person who was or is a party, or is threatened to be
made a party, to any proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in
connection with such proceeding, if such person acted in good faith in a
manner he reasonably believed to be in, or not opposed to, the best
interests of the corporation, and, with respect to any criminal
proceeding, had no reasonable cause to believe his conduct was unlawful.
In the case of an action by or in the right of the corporation, such
indemnification is limited to expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection with the
defense or settlement of such action, except that no indemnification
shall be made in respect of any claim, issue or matter as to which such
person has been adjudged to be liable to the corporation unless, and
only to the extent that, a court determines upon application that,
despite the adjudication of liability but in view of all the
circumstances, such person is fairly and reasonably entitled to
indemnity for the expenses that the court deems proper.
PBCL Section 1744 provides that, unless ordered by a court, any
indemnification referred to above shall be made by the corporation only
as authorized in the specific case upon a determination that
indemnification is proper in the circumstances because the indemnitee
has met the applicable standard of conduct. Such determination shall be
made:
(1) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to the proceeding; or
(2) if such a quorum is not obtainable, or if obtainable and a
majority vote of a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion; or
(3) by the shareholders.
Notwithstanding the above, PBCL Section 1743 provides that to the
extent that a director, officer, employee or agent of a business
corporation is successful on the merits or otherwise in defense of any
proceeding referred to above, or in defense of any claim, issue or
matter therein, such person shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by such
person in connection therewith.
PBCL Section 1745 provides that expenses (including attorneys'
fees) incurred by an officer, director, employee or agent of a business
corporation in defending any such proceeding may be paid by the
corporation in advance of the final disposition of the proceeding upon
receipt of an undertaking to repay the amount advanced if it is
ultimately determined that the indemnitee is not entitled to be
indemnified by the corporation.
PBCL Section 1746 provides that the indemnification and advancement
of expense provided by, or granted pursuant to, the foregoing provisions
is not exclusive of any other rights to which a person seeking
indemnification may be entitled under any bylaw, agreement, vote of
shareholders or disinterested directors or otherwise, and that
indemnification may be granted under any bylaw, agreement, vote of
shareholders or directors or otherwise by any action taken or any
failure to take any action whether or not the corporation would have the
power to indemnify the person under any other provision of law and
whether or not the indemnified liability arises or arose from any action
by or in the right of the corporation, provided, however, that no
indemnification may be made in any case where the act or failure to act
giving rise to the claim for indemnification is determined by a court to
have constituted willful misconduct or recklessness.
Article IV of the by-laws of the Registrant provides that the
Directors, officers, agents and employees of the Registrant shall be
indemnified as of right to the fullest extent now or hereafter not
prohibited by law in connection with any actual or threatened action,
suit or proceeding, civil, criminal, administrative, investigative or
other (whether brought by or in the right of the Registrant or
otherwise) arising out of their service to the Registrant or to another
enterprise at the request of the Registrant.
PBCL Section 1747 permits a Pennsylvania business corporation to
purchase and maintain insurance on behalf of any person who is or was as
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation or other enterprise, against
any liability asserted against such person and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify the person against such
liability under the provisions described above.
Article IV of the by-laws of the Registrant provides that the
Registrant may purchase and maintain insurance to protect itself and any
Director, officer, agent or employee entitled to indemnification under
Article IV against any liability asserted against such person and
incurred by such person in respect of the service of such person to the
Registrant whether or not the Registrant would have the power to
indemnify such person against such liability by law or under the
provisions of Article IV.
The Registrant maintains directors' and officers' liability
insurance covering its Directors and officers with respect to
liabilities, including liabilities under the Securities Act of 1933, as
amended, which they may incur in connection with their serving as such.
Under this insurance, the Registrant may receive reimbursement for
amounts as to which the Directors and officers are indemnified by the
Registrant under the foregoing by-law indemnification provisions. Such
insurance also provides certain additional coverage for the Directors
and officers against certain liabilities even though such liabilities
may not be covered by the foregoing by-law indemnification provision.
As permitted by PBCL Section 1713, the Articles and by-laws of the
Registrant provide that no Director shall be personally liable for
monetary damages for any action taken, or failure to take any action,
unless such Director's breach of duty or failure to perform constituted
self-dealing, willful misconduct or recklessness. The PBCL states that
this exculpation from liability does not apply to the responsibility or
liability of a Director pursuant to any criminal statute or the
liability of a Director for the payment of taxes pursuant to Federal,
state or local law. It may also not apply to liabilities imposed upon
directors by the Federal securities laws. PBCL Section 1715(d) creates
a presumption, subject to exceptions, that a Director acted in the best
interests of the corporation. PBCL Section 1712, in defining the
standard of care a Director owes to the corporation, provides that a
Director stands in a fiduciary relation to the corporation and must
perform his duties as a Director or as a member of any committee of the
Board in good faith, in a manner he reasonably believes to be in the
best interests of the corporation and with such care, including
reasonable inquiry, skill and diligence, as a person of ordinary
prudence would use under similar circumstances.
In June, 1987, the Registrant entered into a separate Indemnity
Agreement with each of its then Directors and officers. These Indemnity
Agreements provide a contractual right to indemnification against
expenses and liabilities (subject to certain limitations and exceptions)
and a contractual right to advancement of expenses, and contain
additional provisions regarding the determination of entitlement,
settlement of proceedings, insurance, rights of contribution, and other
matters.
Item 16. Exhibits
5.1 Consent of Augustine A. Mazzei, Jr., Esq. is contained in his
Opinion filed as Exhibit 5.1.
23.1 - Consent of Ernst & Young LLP.
Item 17. Undertakings
The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(4) 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 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in this 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.
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
described under Item 15 above (other than pursuant to the policy of
directors and officers liability insurance), 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 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 issued.
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 registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Pittsburgh,
Commonwealth of Pennsylvania, on August 23, 1995.
EQUITABLE RESOURCES, INC.
(Registrant)
By \s\ A. MARK ABRAMOVIC
A. Mark Abramovic
Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registrations statement has been signed by the following persons in the
capacities indicated on August 23, 1995:
Signature Title
/s/FREDERICK H. ABREW President and Chief Executive Officer
Frederick H. Abrew and Director
/s/A. MARK ABRAMOVIC Vice President and Chief Financial
A. Mark Abramovic Officer
/s/ DAN C. EATON Vice President - Strategic and Financial
Dan C. Eaton Planning (Chief Accounting Officer)
Director
Clifford L. Alexander, Jr.
/s/ MERLE E. GILLIAND Director
Merle E. Gilliand
/s/ E. LAWRENCE KEYES, JR. Director
E. Lawrence Keyes, Jr.
/s/ THOMAS A. MCCONOMY Director
Thomas A. McConomy
/s/ DONALD I. MORITZ Director
Donald I . Moritz
Director
Malcolm M. Prine
Director
Daniel M. Rooney
/s/ DAVID S. SHAPIRA Director
David S. Shapira
/s/ BARBARA BOYLE SULLIVAN Director
Barbara Boyle Sullivan
/s/ J. MICHAEL TALBERT Director
J. Michael Talbert
Exhibit 5.1
Opinion and Consent of Augustine A. Mazzei, Jr., Esq.
August 23, 1995
I am the Senior Vice President and Chief Legal Officer of Equitable
Resources, Inc., a Pennsylvania corporation (the "Company"), and I have
acted in such capacity in connection with the Registration Statement on
Form S-3 being filed with the Securities and Exchange Commission (the
"Registration Statement") for the purpose of registering under the
Securities Act of 1933, as amended, 71,110 shares of Common Stock, no
par value, which are being offered for sale by certain Shareholders (the
"Shareholders") of the Company. In such connection, I have examined the
originals, or copies thereof identified to my satisfaction, of such
corporate records of the Company and such other documents, records,
opinions and papers as I have deemed necessary or appropriate in order
to give the opinions hereinafter set forth.
I understand that, prior to the sale of Common Stock by the
Shareholders, the Registration Statement will have become effective
under the Securities Act of 1933.
Based on the foregoing, I advise you that in my opinion:
The 71,110 shares of Common Stock which are being registered will
be, when sold by the Shareholders, legally issued, fully paid and non-
assessable.
I hereby consent to the filing of my opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
Augustine A. Mazzei, Jr.
Senior Vice President and
Chief Legal Officer
Exhibit 23.1
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-3) and related Prospectus of
Equitable Resources, Inc. for the registration of 71,110 shares of its
common stock and to the incorporation by reference therein of our report
dated February 13, 1995, with respect to the consolidated financial
statements and schedules of Equitable Resources, Inc. included in its
Annual Report (Form 10-K) for the year ended December 31, 1994, filed
with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Pittsburgh, Pennsylvania
August 23, 1995
