<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
[X] Definitive Proxy Statement RULE 14C-5(D)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
EQUITABLE RESOURCES, INC.
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
EQUITABLE RESOURCES, INC.
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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 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 transaction:
(5) Total fee paid: $125
[_] 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:
Notes:
<PAGE>
[LOGO OF EQUITABLE RESOURCES, INC.]
420 Boulevard of the Allies
Pittsburgh, PA 15219
Notice of Annual Meeting of Shareholders
To Be Held May 26, 1995
The Annual Meeting of Shareholders of Equitable Resources, Inc. will be held
on Friday, May 26, 1995, at 10 a.m., Eastern Daylight Time, in the Union Trust
Building at Two Mellon Bank Center, 10th Floor, 501 Grant Street, Pittsburgh,
Pennsylvania, for the following purposes:
(1) Elect four directors, each to serve for a term of three years.
(2) Ratify the appointment of the firm of Ernst & Young LLP as independent
auditors for the year 1995.
(3) Consider and vote on a shareholder proposal regarding the CERES
Principles, if presented at the meeting.
(4) Consider and vote on a shareholder proposal requesting that a non-
employee residing and native to Eastern Kentucky be considered as a Board
nominee, if presented at the meeting.
(5) Such other business as may properly come before the meeting or any
adjournment thereof.
The Board of Directors has fixed the close of business on April 6, 1995, as
the record date for determining shareholders entitled to notice of, and to vote
at, the meeting or any adjournment thereof.
If you plan to attend the meeting, please complete and return the form which
is enclosed with the proxy material. An admission card will be mailed to you
prior to the meeting. Presentation of the admission card upon arrival will
expedite registration.
By Order of the Board of Directors
/s/ Audrey C. Moeller
AUDREY C. MOELLER
Vice President and Corporate Secretary
April 13, 1995
YOUR VOTE IS IMPORTANT. PLEASE SIGN, DATE AND
----------------------------------------------
MAIL THE ENCLOSED PROXY AS SOON AS POSSIBLE
-------------------------------------------
<PAGE>
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
MAY 26, 1995
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Equitable Resources, Inc. (the "Company")
for use at the Annual Meeting of Shareholders of the Company on Friday, May 26,
1995, and at any adjournment thereof. Any proxy given pursuant to this
solicitation may be revoked at any time by written or oral notice to the
Corporate Secretary prior to exercise of the proxy. The shares represented by
the proxy will be voted in accordance with the specification made. Proxies
submitted with abstentions and broker non-votes will be included in determining
whether or not a quorum is present. Abstentions and broker non-votes will not
be counted in tabulating the number of votes cast on proposals presented to
shareholders. This proxy statement and accompanying proxy will be mailed to
holders of common stock on or about April 13, 1995.
VOTING SECURITIES AND RECORD DATE
Shareholders of record at the close of business on April 6, 1995, are
entitled to notice of and to vote at the Annual Meeting. As of that date,
34,695,383 shares of common stock were outstanding and entitled to be voted.
Treasury shares are not included in the total. Record holders are entitled to
one vote for each share held on all matters to be voted upon at the Annual
Meeting and have cumulative voting rights in the election of directors.
If a shareholder is a participant in the Company's Dividend Reinvestment and
Stock Purchase Plan, the proxy card represents the number of shares in the
participant's dividend reinvestment account on the record date, as well as
shares registered in the participant's name. Employees holding Company stock in
the 401(k) Employee Savings Plan will receive separate proxy cards and their
votes will be cast by PNC Bank, as Trustee, in accordance with the instructions
on the returned proxy cards.
Except as set forth below, the Company does not know of any holder who has or
shares voting or investment power over more than five percent of the Company's
common stock.
<TABLE>
<CAPTION>
Shares Percent of
Beneficially Common Stock
Name and Address Owned Outstanding
- - ---------------------------------------- ------------ -------------
<S> <C> <C>
State Farm Mutual Automobile Insurance 2,132,447 6.15%
Company/1/
One State Farm Plaza
Bloomington, IL 61710
</TABLE>
No nominee, director or officer beneficially owned more than .64% of the
outstanding shares of the Company's common stock and all nominees, directors and
officers as a group beneficially owned approximately 1.6% of such shares. In
computing the percentage ownership for each individual and all nominees,
directors and officers as a group, the shares subject to acquisition within 60
days by the particular individual and group are deemed outstanding.
_____________________________
/1/This information is based on a Schedule 13G for the year ended December 31,
1994, filed with the Securities and Exchange Commission, reporting that State
Farm Mutual Automobile Insurance Company and its related entities has sole
voting and dispositive power over 2,132,447 shares.
1
<PAGE>
Item No. 1
ELECTION OF DIRECTORS
Pursuant to the Company's Articles, the Board of Directors is divided into
three classes and the term of one class expires each year. The shareholders are
requested to vote for four nominees for director. The terms of three directors,
Frederick H. Abrew, Donald I. Moritz and Daniel M. Rooney, expire in 1995. In
addition, the Board has increased the number of directors from ten to eleven.
The fourth nominee, J. Michael Talbert, has not previously served as a director.
Mr. Talbert was nominated by the Board to fill the vacancy created by the
increase in the number of directors, subject to his election by the shareholders
at the Annual Meeting.
To be eligible for election as directors, persons nominated other than by the
Board of Directors must be nominated in accordance with the procedures set forth
in the By-Laws which require that notice be received by the Corporate Secretary
at least 60 days, but not more than 90 days, prior to the date of the Annual
Meeting containing certain information regarding the person or persons to be
nominated and the shareholder giving such notice.
Record holders of common stock have cumulative voting rights with respect to
the election of directors. Cumulative voting entitles each record shareholder
to as many votes as shall equal the number of whole shares held by such
shareholder multiplied by the number of directors to be elected, and each such
shareholder may cast all of such votes for a single nominee or may distribute
them among any two or more nominees as such shareholder sees fit. The nominees
receiving the highest number of votes are elected.
Unless authority to do so is withheld, it is intended that the proxies
solicited by the Board of Directors will be voted for the nominees named.
Unless otherwise indicated on the proxy by the shareholder, the votes
represented by any proxy may be cumulated and voted at the discretion of the
persons named as proxies in favor of any one or more of the nominees. The
effect of cumulation and voting in accordance with this discretionary authority
may be to offset the effect of a shareholder's having withheld authority to vote
for individual nominees because the persons named as proxies will be able to
allocate the votes of shareholders who have not withheld authority to vote in
any manner they determine among the nominees. If any of the nominees becomes
unavailable for election for any reason, the persons named as proxies in the
accompanying proxy intend to vote for such substitute nominees as the Board may
propose, unless the Board adopts a resolution reducing the number of directors.
The information set forth below is given as of April 6, 1995. Each nominee
for election at this meeting and each director continuing in office has had the
same principal occupation during the past five years unless otherwise indicated.
Each individual has sole voting power and sole investment power with respect to
the shares shown, except as indicated in the footnotes below.
NOMINEES FOR ELECTION AS DIRECTORS WITH TERMS EXPIRING IN 1998
[PHOTO FREDERICK H. ABREW--Director since December 1988--Age 57
APPEARS
HERE] President and Chief Executive Officer of the Company since
January 1995; President and Chief Operating Officer of the
Company, December 1993 through December 1994; Executive Vice
President and Chief Operating Officer, June 1992 until December
1993; Executive Vice President, June 1991 through May 1992;
Executive Vice President-Utility Services, June 1988 through May
1991.
Member of the Executive and Nominating Committees.
Shares owned: 116,134 (c) (d)
2
<PAGE>
[PHOTO DONALD I. MORITZ--Director since June 1972--Age 67
APPEARS
HERE] Chairman of the Executive Committee of the Board of Directors;
retired Chairman and Chief Executive Officer of the Company;
Chairman and Chief Executive Officer of the Company, December
1993 through December 1994; President and Chief Executive
Officer, August 1978 through December 1993. Also a director of
PNC Bank Corp.
Shares owned: 223,667 (a) (e)
[PHOTO DANIEL M. ROONEY--Director since May 1986--Age 62
APPEARS
HERE] President and Director of Pittsburgh Steelers Sports, Inc.
(professional football franchise).
Member of the Compensation, Environmental, Finance and Pension
Trust Investment Committees.
Shares owned: 2,450
[PHOTO J. MICHAEL TALBERT--New nominee--Age 48
APPEARS
HERE] Chairman and Chief Executive Officer of Sonat Offshore Drilling,
Inc. (owns and operates offshore drilling rigs) since September
1994; President and Chief Executive Officer, Lone Star Gas
Corporation, January 1991 through August 1994; President, Texas
Oil & Gas Corporation, September 1987 through December 1990.
Also a director of Sonat Offshore Drilling, Inc.
Shares owned: 1,000
DIRECTORS WITH TERMS EXPIRING IN 1997
[PHOTO CLIFFORD L. ALEXANDER, JR.--Director since January 1987--Age 61
APPEARS
HERE] President of Alexander & Associates, Inc. (management consulting
firm). Also a director of American Home Products Corporation,
Dreyfus Family of General & Premier Funds, Dreyfus Third Century
Fund, The Dunn & Bradstreet Corporation, MCI Communications
Corporation and Mutual of America Life Insurance Company.
Chairman of the Audit Committee and a member of the Compensation
and Nominating Committees.
Shares owned: 1,350 (a)
3
<PAGE>
[PHOTO E. LAWRENCE KEYES, JR.--Director since May 1988--Age 65
APPEARS
HERE] President of Fortune Group Consulting, Inc. (management
consulting firm) since November 1992; Partner, The Fortune Group
since January 1987. Also a director of Laclede Steel Company.
Chairman of the Compensation Committee and a member of the
Executive, Finance and Pension Trust Investment Committees.
Shares owned: 1,200
[PHOTO THOMAS A. McCONOMY--Director since May 1991--Age 61
APPEARS
HERE] Chairman of the Board and retired President and Chief Executive
Officer of Calgon Carbon Corporation (manufactures and markets
activated carbon and related products and services); President
and Chief Executive Officer of Calgon Carbon Corporation through
June 1994.
Chairman of the Environmental Committee and a member of the
Audit, Compensation and Pension Trust Investment Committees.
Shares owned: 1,200 (a)
[PHOTO MALCOLM M. PRINE--Director since May 1982--Age 66
APPEARS
HERE] Chairman and Chief Executive Officer of Bundy Industries, Inc.
(manufacturer of commercial baking products) since December 1989;
Chairman, Bundy Industries, Inc., June 1988; financial
consultant, May 1987 through April 1990. Also a director of
Pennsylvania Capital Bank and Rymac Mortgage Investment Corp.
Chairman of the Finance Committee and a member of the Audit and
Executive Committees.
Shares owned: 1,571
DIRECTORS WITH TERMS EXPIRING IN 1996
[PHOTO MERLE E. GILLIAND--Director since November 1984--Age 73
APPEARS
HERE] Retired Chairman and Chief Executive Officer of PNC Bank Corp.
(bank holding company).
Chairman of the Nominating Committee and a member of the Audit,
Compensation and Finance Committees.
Shares owned: 1,950 (a)
4
<PAGE>
[PHOTO DAVID S. SHAPIRA--Director since May 1987--Age 53
APPEARS
HERE] Chairman and Chief Executive Officer of Giant Eagle, Inc. (retail
grocery store chain) since February 1994; Chief Executive Officer
of Giant Eagle, April 1992 to February 1994; President and Chief
Executive Officer of Giant Eagle, Inc., 1980 to April 1992;
Chairman of the Board of Phar-Mor, Inc. (retail chain of general
merchandise and variety stores) since February 1993; Chief
Executive Officer of Phar-Mor, Inc., March 1984 to February 1993.
Also a director of Action Industries, Inc., Bell Atlantic -
Pennsylvania and Mellon Bank Corporation.
Chairman of the Pension Trust Investment Committee and a member
of the Environmental, Executive and Nominating Committees.
Shares owned: 1,575 (b)
[PHOTO BARBARA BOYLE SULLIVAN--Director since October 1979--Age 57
APPEARS
HERE] Retired President of Boyle/Kirkman West, Inc. (human resources
consulting); President of Boyle/Kirkman West until 1994; Managing
Partner of Innovation Associates, Inc. (management consulting
company) July 1988 through December 1992.
Member of the Audit, Environmental, Finance and Pension Trust
Investment Committees.
Shares owned: 2,273 (a)
All nominees, directors and officers (including those named above) 550,934
shares (a) (b) (c) (d) (e) (f)
_____________________________
(a) Includes shares held jointly with spouse as to which voting power and
investment power are shared. In the case of Mr. Alexander, includes shares
held jointly with his daughter as to which voting power and investment power
are shared.
(b) Shares are held in a trust of which Mr. Shapira is a co-trustee and has a
beneficial interest and shares voting and investment power.
(c) Includes the following shares which may be acquired within 60 days of April
6, 1995, through the exercise of stock options: Mr. Moritz--135,000 shares;
Mr. Abrew--101,400 shares; and all nominees, directors and officers as a
group, including such persons--366,250 shares.
(d) Includes shares held in escrow as a result of restricted stock awards as to
which the individual has sole voting power only: Mr. Abrew--3,750 shares;
and all nominees, directors and officers as a group, including such
person--10,500 shares.
(e) Does not include 1,350 shares owned by Mr. Moritz's wife as to which he
disclaims beneficial ownership.
(f) Includes shares allocated under the Company's Employee Savings Plan as to
which the individual has sole voting power only: all nominees, directors and
officers as a group--1,237 shares.
5
<PAGE>
Board of Directors and its Committees
The Board of Directors held six regular meetings during 1994. The standing
committees of the Board are the Audit, Compensation, Environmental, Executive,
Finance, Nominating and Pension Trust Investment Committees. All directors
attended at least 75% of Board and Committee meetings. During 1994, attendance
of the directors at Board and Committee meetings averaged 94%.
The Audit Committee consists of five non-employee directors. It reviews the
annual financial statements of the Company, examines and considers the scope and
adequacy of audits performed by the independent auditors and the Company's
internal auditing staff, as well as other financial affairs of the Company;
recommends to the Board of Directors an independent auditing firm to audit the
Company's financial statements; reviews the adequacy of internal controls and
management's implementation of recommendations made by the independent auditors
and by the internal auditors with respect to their audit activities; and
approves fees charged by the independent auditors. The Committee held two
meetings in 1994.
The Compensation Committee consists of five non-employee directors. It
reviews the salaries of all executive officers and makes recommendations to the
Board of Directors for its approval. It also administers the Company's
Supplemental Executive Retirement Plan, the Key Employee Restricted Stock Option
and Stock Appreciation Rights Incentive Compensation Plan, the Short-Term
Incentive Compensation Plan, the 1994 Long-Term Incentive Plan and the Non-
Employee Directors' Stock Incentive Plan. It recommends fees and fringe
benefits to be paid to the Board of Directors and addresses, recommends and
approves any other compensation and benefits issues which apply to the directors
and officers of the Company, including perquisites that require Board approval.
The Committee met three times in 1994.
The Environmental Committee which was established in May 1994 consists of
four non-employee directors. It reviews environmental matters, audits and
compliance programs and monitors the overall environmental strategy of the
Company. The Committee held one meeting during 1994.
The Executive Committee (formerly the Corporate Development Committee)
consists of four non-employee directors and one employee director. It examines
proposed acquisitions and similar new ventures and advises management with
regard to the expansion or disposition of the Company's businesses through
mergers, acquisitions, sales and similar transactions. The Committee has the
authority to act in all matters that the full Board may act upon when the Board
is not in session, unless limited by a resolution of the Board and except to the
extent limited by law. The Committee held one meeting during 1994.
The Finance Committee which was established in December 1994 consists of five
non-employee directors. It reviews and makes recommendations to the Board with
respect to the Company's financial policies and condition, its dividend
policies, bank credit arrangements, financing investments and other financial
matters. The Committee held one meeting during 1994.
The Nominating Committee consists of three non-employee directors and one
employee director. It acts as the selection committee to recommend candidates
for election to the Board. The Committee, in making such recommendations,
attempts to locate candidates for Board membership who have attained a prominent
position in their field of endeavor and whose backgrounds indicate that they
have broad knowledge and experience and the ability to exercise sound business
judgment. The Committee will consider nominees recommended by shareholders.
Any such recommendation, together with the nominee's qualifications and consent
to be considered as a nominee, should be sent to the Corporate Secretary. The
Committee held one meeting during 1994.
The Pension Trust Investment Committee consists of five non-employee
directors. Its function is to monitor the investment performance of those
designated to manage the investment of the assets of the Company-maintained
pension plans; establish broad investment policy or objectives; and select
investment fund managers. The Committee held two meetings in 1994.
6
<PAGE>
Directors' Compensation and Retirement Program
Directors who are not officers of the Company receive (i) an annual retainer
of $24,000 payable quarterly; (ii) a fee of $1,000 for each Board meeting
attended; (iii) a fee of $1,000 for each Committee meeting attended; and (iv) a
fee of $500 for telephonic participation in a meeting. Under a deferred
compensation plan for non-employee directors, these fees may be deferred until
termination of services as a director or such earlier time as the director may
elect.
All non-employee directors who have reached age 58 at the date of retirement
as a director with at least 60 months of service as a director qualify for
benefits under a retirement program for the directors. A qualified director who
retires as a director after reaching age 72 with at least 60 months of service,
or retires prior to age 72 with at least 120 months of service, is entitled to
receive a benefit equal to the quarterly retainer for 40 quarters or until
death, whichever occurs first. A qualified director who retires as a director
prior to age 72 with less than 120 months of service is entitled to receive a
benefit payable for 40 quarters or until death, whichever occurs first, equal to
50% of the quarterly retainer, plus 10% for each additional 12 months of service
in excess of 60 months.
In recognition of services rendered by non-employee directors and in
furtherance of its community support, the Company uses a life insurance program
to fund contributions to qualified organizations upon the death of a director.
Each participating director is insured for $500,000 under policies owned by the
Company. Where possible, policies are written on two directors' lives, with
$500,000 payable at each death. The program restricts bequests to civic,
charitable and educational organizations with emphasis on those in the Company's
operating/service areas. New directors will qualify for participation after
serving on the Board for thirty-six months. The cost of the program is nominal.
Under the terms of the Non-Employee Directors' Stock Incentive Plan which was
approved by the shareholders at the 1994 Annual Meeting but which became
effective January 21, 1994, each director received on February 3, 1994, a
restricted stock grant of 450 shares of the Company's common stock at no cost to
the director. The restricted stock was released to the directors on November
28, 1994. On June 1, 1994 each non-employee director was granted an option to
purchase 500 shares of the Company's common stock at an exercise price of
$34.625 which is 100% of the fair market value of a share on the date of grant.
The option is exercisable upon the earlier of three years from June 1, 1994 or
upon termination of service as a director by reason of retirement, disability or
death. Newly elected directors, on the first day of June following their
election, shall automatically be granted an initial option grant for 2,500
shares of the Company's common stock at an exercise price of 100% of the market
value of a share on the grant date, in addition to receiving the annual option
grant for 500 shares which all non-employee directors automatically receive on
June 1 of each year.
Certain Relationships and Related Transactions
On December 31, 1994, the Company entered into an Agreement for Consulting
Services with Donald I. Moritz, a director and retired Chairman and Chief
Executive Officer of the Company. The term of the contract is for a maximum of
three years. Mr. Moritz will receive a fee of $125,000 for the first year of
the agreement in addition to all applicable Board of Directors' fees.
Involvement in Certain Legal Proceedings
On August 17, 1992, voluntary petitions pursuant to Chapter 11 of the U.S.
Bankruptcy Code were filed by Phar-Mor, Inc. and fifteen of its related
entities. Mr. Shapira was the Chief Executive Officer of Phar-Mor, Inc. at that
time, and Chief Executive Officer of Phar-Mor Real Estate, Inc., one of the
affiliated entities which filed bankruptcy. Currently, Mr. Shapira is Chairman
of the Board of Phar-Mor, Inc. and Chairman of Phar-Mor Real Estate Associates.
7
<PAGE>
EXECUTIVE COMPENSATION
The following sets forth information concerning the compensation of the
Company's chief executive officer and each of the other four most highly
compensated executive officers of the Company at the end of the last completed
fiscal year:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
-------------------------------------- --------------------------
Awards
---------------------------
Other Restricted Securities
Annual Stock Underlying All Other
Name and Salary Bonus/1/ Compensation Award(s) Options/SARs Compensation/4/
Principal Position Year ($) ($) ($) ($) (#) ($)
- - ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Donald I. Moritz 1994 $493,750 $0 $2,436 $0/3/ 135,000/0 $18,687
- - ---------------------------------------------------------------------------------------------------------------------------
Director, Chairman and 1993 $439,585 $264,300 $2,371 3,093/3,093 $16,651
- - ---------------------------------------------------------------------------------------------------------------------------
Chief Executive Officer 1992 $417,504 $0 $2,097 0/0 $0
- - ---------------------------------------------------------------------------------------------------------------------------
Frederick H. Abrew 1994 $347,169 $0 $211 $0/3/ 60,000/0 $8,195
- - ---------------------------------------------------------------------------------------------------------------------------
Director, President and 1993 $277,585 $141,200 $204 32,400/32,400 $5,544
- - ---------------------------------------------------------------------------------------------------------------------------
Chief Operating Officer 1992 $252,589 $0 $41,014 0/0 $0
- - ---------------------------------------------------------------------------------------------------------------------------
Richard Riazzi 1994 $202,504 $0 $567 15,300/0 $1,246
- - ---------------------------------------------------------------------------------------------------------------------------
Vice President - 1993 $155,754 $107,144/2/ $657 11,600/11,600 $967
- - ---------------------------------------------------------------------------------------------------------------------------
Energy Group 1992 $147,756 $107,144/2/ $550 0/0 $0
- - ---------------------------------------------------------------------------------------------------------------------------
Harry E. Gardner, Jr. 1994 $197,331 $0 $0 12,800/0 $9,012
- - ---------------------------------------------------------------------------------------------------------------------------
Vice President - 1993 $192,915 $54,100 $0 11,000/11,000 $5,774
- - ---------------------------------------------------------------------------------------------------------------------------
Energy Resources 1992 $185,449 $0 $0 0/0 $0
- - ---------------------------------------------------------------------------------------------------------------------------
John C. Gongas, Jr. 1994 $178,504 $0 $0 13,500/0 $2,759
- - ---------------------------------------------------------------------------------------------------------------------------
Vice President - 1993 $135,666 $50,200 $0 5,500/5,500 $2,356
- - ---------------------------------------------------------------------------------------------------------------------------
Utility Group 1992 $123,881 $0 $0 0/0 $0
- - ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
_____________________________
/1/ Paid under the Company's Short-Term Incentive Compensation Plan unless
otherwise noted.
/2/ Bonus award under a plan for the Company's marketing subsidiary.
/3/ Dividends are paid on the restricted stock awards. The number and value of
aggregate restricted stock holdings at December 31, 1994 were as follows:
<TABLE>
<S> <C>
- - --------------------------------------
D. I. Moritz 6,750 shares--$183,094
- - --------------------------------------
F. H. Abrew 3,750 shares--$101,719
- - --------------------------------------
</TABLE>
/4/ Includes the term insurance benefit and interest on cumulative Company funds
used to pay the remaining premium for split-dollar life insurance policies
(each based on applicable Internal Revenue Service rates). Amounts for
1994 are as follows:
<TABLE>
<CAPTION>
- - -----------------------------------------
Term
Insurance Interest
- - -----------------------------------------
<S> <C> <C>
D. I. Moritz $2,053 $16,634
- - -----------------------------------------
F. H. Abrew $932 $7,263
- - -----------------------------------------
R. Riazzi $48 $1,198
- - -----------------------------------------
H. E. Gardner, Jr. $312 $8,700
- - -----------------------------------------
J. C. Gongas, Jr. $154 $2,605
- - -----------------------------------------
</TABLE>
8
<PAGE>
OPTIONS/SAR GRANTS IN 1994
<TABLE>
<CAPTION>
Individual Grants
- - ---------------------------------------------------------------------------------- Potential Realizable
Number of Percent of Total Value at Assumed
Securities Options/SARs Annual Rates of
Underlying Granted to Exercise or Price Appreciation
Options/SARs Employees Base Price Expiration for Option Term
Name Granted /1/ In 1994 Per Share Date --------------------
5% /2/ 10% /2/
<S> <C> <C> <C> <C> <C> <C>
- - -------------------------------------------------------------------------------------------------------------
Donald I. Moritz 135,000 37.15% $33.81 May 26, 1999 $1,257,525 $2,793,150
- - -------------------------------------------------------------------------------------------------------------
Frederick H. Abrew 60,000 16.51% $33.81 May 26, 1999 $558,900 $1,241,400
- - -------------------------------------------------------------------------------------------------------------
Richard Riazzi 15,300 4.21% $33.81 May 26, 1999 $142,520 $316,557
- - -------------------------------------------------------------------------------------------------------------
Harry E. Gardner, Jr. 12,800 3.52% $33.81 May 26, 1999 $119,232 $264,832
- - -------------------------------------------------------------------------------------------------------------
John C. Gongas, Jr. 13,500 3.71% $33.81 May 26, 1999 $125,752 $279,315
- - -------------------------------------------------------------------------------------------------------------
</TABLE>
- - -----------------------------
/1/ There were no SARs granted. The options are exercisable six months after
grant. Shares are restricted (in escrow) with one-third of the total options
granted being released from restriction at the end of each of the first three
years following the date of grant.
/2/ The assumed annual rates of appreciation of five and ten percent over the
life of the options would result in the price of the Company's stock increasing
to $43-1/8 and $54-1/2, respectively.
AGGREGATED OPTION/SAR EXERCISES IN 1994
AND YEAR-END 1994 OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Shares Options/SARs at Options/SARs at
Acquired on Value Year-End 1994 Year-End 1994
Exercise Realized ---------------- -------------
(#) ($) Exercisable/ Exercisable/
Name Unexercisable /1/ Unexercisable
<S> <C> <C> <C> <C> <C>
- - ---------------------------------------------------------------------------------------------
Donald I. Moritz Options 0 $0 138,093/0 $0/0
SARs 0 $0 0/0 $0/0
- - ---------------------------------------------------------------------------------------------
Frederick H. Abrew Options 0 $0 101,400/0 $62,955/0
SARs 0 $0 9,000/0 $2,655/0
- - ---------------------------------------------------------------------------------------------
Richard Riazzi Options 0 $0 41,900/0 $104,925/0
SARs 0 $0 15,000/0 $4,425/0
- - ---------------------------------------------------------------------------------------------
Harry E. Gardner, Jr. Options 0 $0 30,550/0 $48,176/0
SARs 0 $0 6,750/0 $3,221/0
- - ---------------------------------------------------------------------------------------------
John C. Gongas, Jr. Options 0 $0 24,250/0 $37,444/0
SARs 0 $0 5,250/0 $2,471/0
- - ---------------------------------------------------------------------------------------------
</TABLE>
- - ---------------------------
/1/ Options and SARs are exercisable six months after grant; shares are
generally restricted (in escrow) and subject to forfeiture for three years from
the date of grant. For options granted in 1994, one-third are released from
restriction at the end of each of the first three years following the date of
grant.
9
<PAGE>
SHAREOWNER RETURN PERFORMANCE PRESENTATION
The following graph compares the five-year cumulative total return on the
Company's Common Stock with the cumulative total return of the S&P 500 Index and
the Value Line Investment Survey--Natural Gas (Diversified) Industry Group. The
graph assumes a $100 investment made on December 31, 1989, and the reinvestment
of all dividends.
<TABLE>
[GRAPH APPEARS HERE]
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG EQUITABLE RESOURCES, S&P 500 INDEX AND VALUE LINE PEER GROUP INDEX
<CAPTION>
Value Line
Measurement period S&P 500 Peer Group
(Fiscal Year Covered) Equitable Resources Index Index
- - -------------------- ------------------- ------- ----------
<S> <C> <C> <C>
Measurement PT --
12/31/89 $100 $100 $100
FYE 12/31/90 $95 $97 $84
FYE 12/31/91 $106 $126 $75
FYE 12/31/92 $135 $136 $89
FYE 12/31/93 $152 $150 $108
FYE 12/31/94 $117 $152 $97
</TABLE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Compensation for the executive officers of the Company is administered under
the direction of the Compensation Committee of the Board (the "Committee") which
currently consists of five independent directors. There are no "Compensation
Committee Interlocks" or "Insider Participation," which the Securities and
Exchange Commission ("SEC") regulations would require to be disclosed in this
proxy statement. The Committee submits its recommendations for executive base
salary changes to the full Board of Directors. All other components of
executive compensation are acted upon by the Committee and those actions taken
are reported to the Board of Directors. The Committee oversees compensation
arrangements previously approved by the Board of Directors applicable to the
executive group, those being executive base salaries, the Short-Term Incentive
Compensation Plan, the Key Employee Restricted Stock Option and Stock
Appreciation Rights Incentive Compensation Plan, the 1994 Long-Term Incentive
Plan and broad-based employee and executive benefits plans.
The following is the Compensation Committee's report, in its role as overseer
of the Company's executive pay programs, on 1994 compensation practices for the
executive officers of the Company.
10
<PAGE>
Compensation Policies Attributable to Executive Officers
Equitable Resources, Inc. is a fully integrated energy company consisting of
two major groups: the Energy Group, which is dedicated to exploration,
development, production, gathering and marketing of natural gas and crude oil,
intrastate transportation of natural gas, extraction and sale of natural gas
liquids and contract drilling; and the Utility Group, which gathers, transports,
stores, and distributes natural gas, with the major portion being subject to
rate regulation by federal and state authorities. The Company's compensation
arrangements are designed to meet the requirements of each of these business
segments in terms of their unique business and human resource needs and goals,
while reinforcing the Company's ultimate objective of creating value for
shareholders.
In order to attract, motivate, and retain talented executives, the Company's
compensation policy considers the skills, talents, and experience necessary for
the successful operation and growth of each major business segment, as well as
the unique risk characteristics of each segment. To support the Company's
financial performance and shareholder value enhancement objectives, incentive
arrangements that focus on achievement of key annual business objectives and the
creation of long-term value are in place for the Company's executives.
In particular, the Company has maintained a series of executive compensation
programs for a number of years, which are designed to achieve the level of
professional expertise and commitment necessary to succeed in its challenging
business environment. These programs include:
. Base salaries that are consistent with competitive practices for
comparable positions in comparable business situations--competitive
practices are determined using independent industry surveys provided by
compensation consultants and publicly available compensation information
from peer companies.
. Short-term (annual) incentives which are funded when overall return on
total capitalization goals are attained and which are distributed to Plan
participants based on achievement of corporate, unit, and individual
performance goals identified annually; and
. Long-term reward programs that encourage share ownership by management,
reinforce value creation imperatives, align management's interest to
shareholder interests, and help assure retention of key executive
contributors.
The Compensation Committee believes that stock ownership by management is a
crucial tool for focusing management on the enhancement of the Company's
shareholder value. Thus, the Committee views stock options and other equity-
related arrangements as a key element of the executive compensation program.
The Compensation Committee adheres to an Executive Compensation Policy as the
framework for managing the compensation program for executive officers, which
includes the following characteristics and guidelines:
Base Salaries
The executive salary structure is based upon studies prepared by independent
compensation consultants, primarily using salary surveys of twenty (20) peer
group companies that, including the Company, comprise The Value Line Investment
Survey--Natural Gas (Diversified) Industry Group. This survey data is
supplemented by data from the gas utility and oil/gas exploration and production
industries, as well as data from major Pittsburgh-based corporations. The base
salary levels are generally targeted at the 50th percentile of the combined
survey group. The consultants' study concluded that the total direct
compensation for the executive officers of the Company was significantly below
market median norm.
Individual salary increases are based primarily upon individual performance,
which includes factors such as revenue growth, shareholder appreciation,
achievement of business plan and personal goals. Aggregate annual salary
increases for executive officers are based on factors such as the Company's
overall financial performance,
11
<PAGE>
which includes comparison to the same peer group of companies referred to above
and overall shareholder returns adjusted for the Company's size relative to its
peers. General economic conditions and marketplace compensation trends are also
considered. Independent compensation consultants assist in the evaluation of
the marketplace compensation trends.
Pursuant to these guidelines, annual salaries of the named executive officers
in the Summary Compensation Table on page 8 increased at the following rates:
Donald I. Moritz, 16.7 percent; Frederick H. Abrew, 27.8 percent; Richard
Riazzi, 34.8 percent; Harry E. Gardner, Jr., 2.5 percent; and John C. Gongas,
Jr., 37.4 percent. Each such officer received an increase in June 1994
reflective of individual performance and the Company's strong 1993 earnings. In
addition, Messrs. Abrew's, Riazzi's and Gongas' salary increases also reflect
increased organizational responsibilities. The increases brought the
compensation level of management in closer agreement with the Board's
compensation policy and made the level of compensation more comparable to the
peer group.
Annual Incentives
The Company's Short-Term Incentive Compensation Plan is structured so that
awards are commensurate with the performance level achieved; e.g. 75th
percentile performance will result in 75th percentile annual incentive payout,
and below average performance will receive no award.
The Committee approved the method of determining the 1994 goals for the
eleven executive officers of the Company together with the 1994 performance
measures for the Energy Resources and the Utility Services business segments.
They also set and approved the maximum funding levels for the Incentive Plan.
The total annual funding of the Incentive Plan cannot exceed 2.5 percent of the
Company's net income.
The Company performance measures used to determine the level of payout to
those individuals listed in the Summary Compensation Table include the Company's
return on total capitalization ranking among The Value Line Investment
Survey--Natural Gas (Diversified) Industry Group, natural gas and oil reserve
additions and specific financial results for the Energy Resources business
segment and pretax operating income for the Company's marketing subsidiary. In
addition, individual performance which includes individual goals and overall
performance is evaluated.
Mr. Moritz was given the opportunity to earn a maximum annual incentive in
the amount of 75 percent and a target level incentive of 42 percent of his base
salary. The amount of the actual incentive payment for Mr. Moritz is determined
by two performance measures--return on total capitalization ranking (75 percent
weighting) and individual performance (25 percent weighting). For Mr. Moritz to
receive his maximum annual incentive, the Company must be the number one ranked
company in return on total capitalization and Mr. Moritz must achieve 91 percent
or more of his personal goals.
Messrs. Abrew, Riazzi, Gardner and Gongas had maximum annual incentives
ranging from 50-65 percent of base salary and target level incentives ranging
from 30-35 percent of base salary. Mr. Riazzi was included in the Equitable
Resources Marketing Company's (ERMCO) annual incentive plan for the years 1992
and 1993 but was not a participant in the ERMCO plan for 1994.
In the event that the Company's return on total capitalization ranking among
the 20 companies included in The Value Line Investment Survey--Natural Gas
(Diversified) Industry Group falls below 10, no annual incentive payments are
made. This event occurred for 1994; therefore, no bonus was made to any
participant under the Company's Short-Term Incentive Compensation Plan.
Long-Term Incentives
The Company utilizes combined stock options/stock appreciation rights and
restricted stock on a case-by-case basis to reinforce its value creation
imperatives, executive retention goals, and to support management ownership
12
<PAGE>
as an effective means of aligning management to shareholder interests. Because
stock option grants and restricted stock awards vest only if held until dates
specified by the Compensation Committee at the time of grant, stock-based
compensation arrangements are tied to long-term value creation performance and
key executive retention. The award of stock options and/or restricted stock
under the Company's 1994 Long-Term Incentive Plan is based on the overall
financial performance of the Company, primarily the Company's return on its
total capitalization, and the individual performance of the participant. Among
the individual factors considered are managerial ability, individual
performance, succession planning, and executive development. Stock based awards
have been made without regard to the size of prior grants or the amount of stock
held by employees to whom such awards were made.
During 1994 the Committee approved a stock option award at the 50th
percentile level of the same peer group of companies previously referred to for
long-term incentive plans in place among the executive officers' compensation
peer group. The Committee determined the level of the stock options awarded
using the BlackScholes option pricing model. The options granted can be
exercised at any time; however, one-third of the total number of shares covered
by any option vests and, therefore, becomes distributable to a participant on
each of the first, second and third anniversaries of the date of the option
grant. All of the options granted expire no later than five years after the
award date. In the event that the employment of a Long-Term Incentive Plan
participant terminates, except for reasons of death, or normal retirement, all
restricted stock grants, stock option awards and stock appreciation rights that
have not vested are subject to forfeiture as of the effective date of
termination. The Options/SAR Grants in 1994 table on page 9 shows the terms of
each award. All awards made in 1994 were granted pursuant to the 1994 Long-Term
Incentive Plan which was adopted by the shareholders on May 27, 1994.
Historically, stock option grants have been the primary means of providing long-
term incentive compensation to executives. Stock appreciation rights have been
granted in tandem with stock options as a means of providing cash-based
incentives to such executives. Restricted stock has been granted primarily to
the most senior executives to reward exceptional performance. No restricted
stock or stock appreciation rights were awarded in 1994.
Benefits Based on Retirement or Death Under Plans
Benefits are based on retirement or death under the Retirement Plan, the
Supplemental Pension Plan, the Supplemental Executive Retirement Plan, and the
optional Split-Dollar Life Insurance Program. Estimated benefits payable under
the Retirement Plans are shown in the Pension table on page 15. Estimated
benefits paid under the Split-Dollar Life Insurance Program are shown in the
Summary Compensation table on page 8.
Policy Regarding Section 162(m) of the Internal Revenue Code
In 1993, the tax laws were amended to limit the deduction a publicly-held
company is allowed for compensation paid in 1994 and thereafter to the chief
executive officer and to the four most highly compensated executive officers
other than the chief executive officer. Generally, amounts paid in excess of $1
million to a covered executive, other than performance-based compensation,
cannot be deducted. Based on current compensation levels of the executive
officers, this deductibility limit has no impact on the Company. At such time
as the Committee deems it appropriate, it will take the necessary action to
insure that the deductibility of executive compensation is maximized.
Compensation of Donald I. Moritz, Chief Executive Officer
The basis for Mr. Moritz's 1994 base salary and annual at risk incentive,
including the Committee's goals and methodology, are discussed earlier in this
report. The Committee also considered the following items when evaluating Mr.
Moritz's total compensation level in 1994:
. Mr. Moritz has demonstrated a consistent ability to help increase the
Company's value to the shareholders. During the last five years, the
Company's total shareholder return has exceeded that of its peer group
average by 21 percent, which places the Company in the top quartile.
13
<PAGE>
. Mr. Moritz's total combined compensation (base salary, annual, and long-
term incentives) ranked in the bottom quartile of the peer group's chief
executive officers.
. Equitable Resources continues its pattern of record setting natural gas
production and reserve growth. For calendar year 1994, the Company's
natural gas production increased 17 percent, nearly 5 percentage points
over the last five year cumulative average.
. Since the Company did not meet its net income objectives, due to
continued price erosion at the wellhead, the CEO did not receive an
incentive payout for 1994.
Based upon all of the information considered, the Committee believes that the
component parts of Mr. Moritz's total annual compensation (base salary increase,
annual incentive, and long-term incentive within the limits of the plan) portray
a conservative compensation package as related to this Company's peers, the
financial performance of the Company, as well as Mr. Moritz's long and
successful tenure as the Chief Executive Officer of the Company.
The foregoing report has been furnished by the Compensation Committee of the
Board of Directors.
E. Lawrence Keyes. Jr., Chairman
Clifford L. Alexander, Jr.
Merle E. Gilliand
Thomas A. McConomy
Daniel M. Rooney
Employment Contracts and Change-in-Control Arrangements
Frederick H. Abrew and Augustine A. Mazzei, Jr. are employed under agreements
with the Company dated as of March 18, 1988, amended June 1, 1989, and extended
annually. Mr. Abrew is employed at present as President and Chief Executive
Officer, and Mr. Mazzei is employed at present as Senior Vice President and
General Counsel at minimum annual salaries of $428,000 and $178,650,
respectively, subject to annual increases at the discretion of the Board. The
agreements with Messrs. Abrew and Mazzei terminate on the date of the
executive's retirement in accordance with the provisions of the Company's
retirement policy as set forth in its Management Manual unless terminated
earlier under the provisions of the contracts.
Each of the contracts provides that if the Company terminates the employment
of the executive (other than for cause) or reduces the executive's duties or
compensation (other than for good reason), the executive will be entitled to (1)
his full base salary through the date of termination at the rate in effect at
the time notice of termination was given; (2) payments equivalent to the
discounted value of the executive's annual salary then in effect for the
duration of the contract; (3) an amount of cash equal to the value of any
outstanding stock options and stock appreciation rights, which value is
determined from the closing price as reported on the New York Stock Exchange on
the date of termination; (4) payment of all legal fees and expenses which the
executive may incur as a result of the Company's contesting the validity or
enforceability of the employment contract; (5) the continuation of employee
benefits for the term of the agreement; and (6) all benefits payable under the
Company's Pension Plan for Salaried Employees.
Upon certain change-in-control events, shares or cash normally placed into
escrow upon the exercise of stock options or stock appreciation rights shall
instead be transferred to employees free of escrow restrictions, and shares and
cash already held in escrow will likewise be immediately transferred to
employees free of restrictions.
14
<PAGE>
Pension Plan
The Company's pension plan covering salaried employees is a non-contributory
defined benefit plan. The plan provides for pensions based upon credited years
of service and average base salary during the highest paid consecutive five
years during the last ten years of employment. The following table presents
estimated annual retirement benefits payable upon normal retirement at age 65
and assumes a straight life annuity with no survivor option. The pension plan
is a step rate plan and is integrated with social security; the estimated
benefits shown do not include social security benefits.
<TABLE>
<CAPTION>
Highest Consecutive 5-Year Annual Retirement Benefits
Average Compensation for Credited Years of Service
- - ------------------------- ----------------------------------------------------------
15 years 20 years 25 years 30 years 35 years 40 years
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$150,000 $ 35,533 $ 47,377 $ 59,221 $ 71,066 $ 82,910 $ 94,754
200,000 48,058 64,077 80,096 96,116 112,135 128,154
250,000 60,583 80,777 100,971 121,166 141,360 161,554
300,000 73,108 97,477 121,846 146,216 170,585 194,954
350,000 85,633 114,177 142,721 171,266 199,810 228,354
400,000 98,158 130,877 163,596 196,316 229,035 261,754
450,000 110,683 147,577 184,471 221,366 258,260 295,154
500,000 123,208 164,277 205,346 246,416 287,485 328,554
550,000 135,733 180,977 226,221 271,466 316,710 361,954
</TABLE>
In addition to base salary, compensation for executive officers includes
bonuses paid under the Company's Short-Term Incentive Compensation Plan which
are funded through the Supplemental Executive Retirement Plan.
The credited years of service as of December 31, 1994 for the persons named
in the Summary Compensation Table were as follows: Mr. Moritz, 42 years; Mr.
Abrew, 14 years; Mr. Riazzi, 14 years; Mr. Gardner, 24 years; and Mr. Gongas, 30
years.
With certain exceptions, the Internal Revenue Code (the "Code") prohibits
benefits based on earnings in excess of $150,000 per year and restricts to an
aggregate amount of $118,800 (plus cost-of-living adjustments in each case) the
annual pension which may be paid by an employer from a plan which is qualified
under the Code for federal income tax purposes. The Company's Supplemental
Pension Plan and Supplemental Executive Retirement Plan provide for supplemental
payments to be made to salaried employees of the Company, where necessary, in
amounts sufficient to maintain total benefits upon retirement which would have
been provided by the pension plan had there been no such limitations.
Item No. 2
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors, upon recommendation of the Audit Committee, has
reappointed Ernst & Young LLP, certified public accountants, as auditors to
examine the consolidated financial statements of the Company and its
subsidiaries for the calendar year 1995. Ernst & Young, and its predecessor,
have acted for the Company as auditors since 1950. Although shareholder
approval is not required for the appointment of auditors, the Board of Directors
believes shareholders should participate through ratification. If such
ratification is not obtained, the Board will consider the appointment of other
auditors for the following year.
Representatives of Ernst & Young expect to be present at the annual meeting
to respond to appropriate questions and to make a statement if they desire to do
so.
The Board of Directors recommends a vote FOR ratification of the appointment
of Ernst & Young.
15
<PAGE>
Item No. 3
SHAREHOLDER PROPOSAL
Progressive Securities Financial Services Corporation of Portland, Oregon, on
behalf of two of its clients who it states are the beneficial owners of a total
of 500 shares of the Company's common stock, has given notice to the Company of
its intention to present the following resolution at the Annual Meeting which is
co-sponsored by the Dominican Sisters of the Sick Poor of Ossining, New York,
who state they are the beneficial owners of 900 shares of the Company's common
stock, and the Domini Social Equity Fund of Boston, Massachusetts, which states
it is the owner of 800 shares of the Company's common stock:
"PUBLIC ENVIRONMENTAL REPORTING
"WHEREAS WE BELIEVE:
"The responsible implementation of a sound credible environmental policy
increases long-term shareholder value by raising efficiency, decreasing
clean-up costs, reducing litigation, and enhancing public image and product
attractiveness;
"Adherence to public standards for environmental performance gives a
company greater public credibility than following standards created by
industry alone. For maximum credibility and usefulness, such standards
should reflect what investors and other stakeholders want to know about the
environmental records of their companies;
"Companies are increasingly being expected by investors to do meaningful,
regular, comprehensive and impartial environmental reports. These help
investors and the public to understand environmental progress and problems;
"Uniform standards for environmental reports permits comparisons of
performance over time. It also allows companies to attract new capital
from investors seeking investments which are environmentally responsible
and responsive and which minimize risk of environmental liability.
"WHEREAS:
"The Coalition for Environmentally Responsible Economies (CERES)--which
comprises large institutional investors (including shareholders of this
Company) with $160 billion in stockholdings, public interest
representatives, and environmental experts--consulted with corporations and
produced comprehensive public standards for both environmental performance
and reporting. Over 80 companies, including Sun [Oil], General Motors, H.
B. Fuller, Polaroid, and Arizona Public Service Company have endorsed the
CERES Principles to demonstrate their commitment to public environmental
accountability. Fortune-500 endorsers speak enthusiastically about the
benefits that flow from working with CERES: increasing public credibility;
adding 'value' to the company's environmental initiatives; and advancing
the company's own environmental plans and agenda.
"In endorsing the CERES Principles, a company commits to work toward:
<TABLE>
<CAPTION>
<S> <C>
1. Protection of the biosphere 6. Safe products and services
2. Sustainable use of natural resources 7. Environmental restoration
3. Waste reduction & disposal 8. Informing the public
4. Energy conservation 9. Management commitment
5. Risk reduction 10. Audits and reports
</TABLE>
16
<PAGE>
"[Full text of the CERES Principles and accompanying CERES Report Form
obtainable from CERES, 711 Atlantic Avenue, Boston, MA 02110, tel: 617/451-
0927].
"RESOLVED: Shareholders request the Company to prepare a report (at
reasonable cost and omitting proprietary information) describing
company programs, progress and future plans relative to the
environment and the CERES Principles, and using the standard
CERES Report Form as a guide.
"SUPPORTING STATEMENT
"Concerned investors are asking the Company to be publicly accountable for
its environmental impact, including collaborating with this corporate-
environmental-investor-community coalition to develop: standards for
environmental performance and disclosure; methods for measuring progress
toward these goals; and a format for public reporting of progress. We
believe this is comparable to the European Community regulation for
voluntary participation in verified and publicly-reported eco-management
and auditing.
"Without such public scrutiny, corporate environmental policies and reports
lack the critical component of adherence to standards upheld by management
and stakeholders alike. Shareholders are asked to vote FOR this resolution
to encourage our Company to demonstrate environmental leadership and
accountability."
STATEMENT BY THE BOARD AGAINST THE PROPOSAL
Equitable Resources, Inc. continues to be an exemplary environmental citizen
in the pursuit of its business goals and the conduct of its business operations.
Programs or actions undertaken by the Company to support this commitment
include: establishment of an Environmental Committee within the Board of
Directors, employee training and awareness programs, extensive environmental
audits of its operating facilities and an environmental hotline available to all
employees to report environmental concerns relating to Company operations. The
Company is also developing an annual environmental report which is expected to
be first published in early 1996. The Company also supports new natural gas
technologies designed to conserve energy and reduce dependence on less
environmentally desirable fuels. In recognition of the Company's efforts in
this area, its stock continues to be recommended by socially and environmentally
conscious investment advisory services and is owned by a number of mutual funds
which invest in the equities of companies that meet social and environmental
responsibility criteria.
Because the Company believes that its own practices and policies best serve
the goal of environmental responsibility, it opposes the proponents' proposal.
The CERES reporting format is, in the Company's view, unduly complex and would
result in an open-ended public disclosure that could have adverse competitive or
legal implications for the Company. The completion of the report would simply
be an additional administrative burden which would add little to the Company's
ongoing environmental compliance efforts. The Company is monitoring and
participating, where appropriate, in several initiatives to formulate generally
acceptable environmental standards and reporting formats.
The Board of Directors recommends a vote AGAINST the proposal.
17
<PAGE>
Item No. 4
SHAREHOLDER PROPOSAL
Franklin D. Fitzpatrick of Prestonsburg, Kentucky, the record holder of 1,125
shares of the Company's common stock notified the Company that he would present
the following resolution at the Annual Meeting:
"RESOLVED: That the shareholders of Equitable Resources, Inc., assembled
at their annual meeting in person and by proxy, hereby request, that the
Board of Directors take immediate and necessary steps to provide for, the
nomination to the Board of Directors, of a qualified, non-employee, residing
in and native to Eastern Kentucky and within the general operating area of
the Company.
"SUPPORTING STATEMENT
"Shareholder firmly believes that the Company and more specifically the
Board of Directors in its fiduciary capacity, would benefit not only
economically, but socially as well, from the representation of a non-employee
individual from Eastern Kentucky on the Company's Board of Directors.
"During the last 70 years, the Company has maintained and operated a wholly
owned subsidiary, Kentucky West Virginia Gas Company, from a base located in
Prestonsburg, Kentucky, which was directly responsible until recently, for
transportation and production of natural gas and oil, with production now
being managed by Equitable Resources Exploration. Equitable Resources
Exploration, operating from a base in Kingsport, Tennessee, and through a
field office in Hazard, Kentucky, presides over thousands of oil and gas
wells in this area, that are spread over at least one million acres in
Eastern Kentucky. Kentucky Hydrocarbon Company, located at Langley,
Kentucky, and located geographically between Prestonsburg and Hazard, has
been and presently is one of the Company's most prized possessions,
extracting copious quantities of natural gas liquids from the production of
the area's natural gas wells.
"Considering the above and the obvious conclusion that the Company has tens
of millions of dollars invested in Eastern Kentucky, it should be apparent of
the need for a non-employee individual from this area to sit and serve on the
Board of Directors of Equitable Resources, Inc."
STATEMENT BY THE BOARD AGAINST THE PROPOSAL
The Board of Directors considers it important that its members be individuals
whose judgment, knowledge and experience enable the Board to perform its
functions in the most effective manner possible. The Nominating Committee of
the Board is willing to consider for nomination any qualified candidate brought
to its attention by a Company shareholder.
However, the Board believes that it is inappropriate to specifically reserve
a nomination for a native and resident of Eastern Kentucky. Although the assets
located in Eastern Kentucky are a valuable part of the Company's operations,
Equitable Resources, Inc. is a geographically diverse entity with significant
assets and operations in a number of states, any of which could arguably be
deemed deserving of representation on the Board on the basis of their importance
to the Company. Having operated in Eastern Kentucky for many decades, the
Company has both resident Kentuckians and nonresidents actively engaged in the
operations in Kentucky. These employees already bring a wealth of knowledge
about the economic, social and geological conditions of that state to the
Company.
The Board prefers that the Nominating Committee seek the most qualified
candidates available for nomination to the Board and not be required to confine
its search to individuals from one particular state. While the residence of a
candidate may be of significance in some cases, it should not overshadow other
qualifications
18
<PAGE>
that the Committee and the Board would deem important. Allowing the Nominating
Committee and the Board to use their own discretion and judgment in determining
the timing and method of selecting Board nominees best serves the interests of
the shareholders.
The Board of Directors recommends a vote AGAINST the proposal.
1996 SHAREHOLDER PROPOSALS
To be eligible for inclusion in the Company's proxy statement, shareholder
proposals for the 1996 Annual Meeting of Shareholders must be received by the
Corporate Secretary, Equitable Resources, Inc., 420 Boulevard of the Allies,
Pittsburgh, Pennsylvania 15219, on or before December 15, 1995.
ADDITIONAL INFORMATION
Other Matters
No matters other than those set forth in the Notice of Meeting accompanying
this proxy statement are expected to be presented to shareholders for action at
the annual meeting. However, should other matters properly come before the
meeting, the persons named in the accompanying proxy will vote in such manner as
they may, in their discretion, determine.
Solicitation of Proxies
The cost of soliciting proxies will be borne by the Company. In addition to
solicitation by mail, proxies may be solicited by directors, officers and
employees of the Company, personally or by telephone or telegraph. Brokerage
houses and other custodians, nominees and fiduciaries will be requested to
forward soliciting material to the beneficial owners of common stock held of
record by such persons and will be reimbursed by the Company for their expenses.
The Company may engage a professional proxy soliciting firm to solicit proxies
in the same manner.
Annual Report
The Annual Report of the Company to shareholders, including financial
statements, for the year ended December 31, 1994, has previously been mailed to
shareholders.
By Order of the Board of Directors
/s/ Audrey C. Moeller
AUDREY C. MOELLER
Vice President and Corporate Secretary
April 13, 1995
19
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
Frederick H. Abrew, Augustine A. Mazzei, Jr., and Audrey C. Moeller are,
and each of them is, hereby appointed as proxies of the undersigned to vote
all shares which the undersigned is entitled to vote at the Annual Meeting
of Shareholders of the Company to be held on Friday, May 26, 1995, at 10 a.m.,
in the Union Trust Building at Two Mellon Bank Center, 501 Grant Street,
Pittsburgh, Pennsylvania, and at any adjournment of such meeting. Where
a vote is not specified, the proxies will vote the shares represented by
this Proxy FOR the election of directors and FOR Item 2 and AGAINST Item 3
and AGAINST Item 4 and will vote in their discretion on such other matters
that may properly come before the meeting.
A vote FOR the election of nominees listed on the reverse side includes
discretionary authority to cumulate votes selectively among the nominees
as to whom authority to vote has not been withheld and to vote for the
substitution if any nominee becomes unavailable for election for any reason.
This Proxy is solicited on behalf of the Board of Directors of the Company
and may be revoked prior to its exercise. The Board of Directors recommends
votes FOR the election of all nominees for director and FOR Item 2 and AGAINST
Item 3 and Item 4.
Please Sign and Date on the Reverse Side and Return the Proxy Card Promptly
Using the Enclosed Envelope.
- - -------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE>
Where a vote is not specified, the proxies will vote the shares represented
by the proxy FOR Item 1 and Item 2 and AGAINST Item 3 and Item 4 and will
vote in accordance with their discretion on such other matters as may properly
come before the meeting. (Mark only ONE box for each item).
1. Election of Directors
FOR all WITHHOLD
nominees AUTHORITY
listed (except to vote for
as indicated) all nominees
[ ] [ ]
Nominees: Frederick H. Abrew, Donald I. Moritz, Daniel M. Rooney and
J. Michael Talbert.
Instruction: To withhold authority to vote for any individual nominee, write
that nominee's name on the line provided.
- - -----------------------------------------------------------------------------
2. Ratify Appointment of Auditors
For Against Abstain
[ ] [ ] [ ]
3. Shareholder Proposal re: CERES Principles
For Against Abstain
[ ] [ ] [ ]
4. Shareholder Proposal re: Board Nominee
For Against Abstain
[ ] [ ] [ ]
Sign exactly as name appears hereon. Executors, administrators, trustees,
etc., should give full title as such. If the signer is a corporation, please
sign full corporate name by a duly authorized officer.
Dated: 1995
-----------------------------
- - ---------------------------------------
- - ---------------------------------------
Signature(s) of Shareholder(s)
Please mark inside blue boxes so that data processing equipment will record
your votes.
- - ------------------------------------------------------------------------------
FOLD AND DETACH HERE
Your vote is important to us. Please complete, date and sign the above proxy
and return it promptly in the accompanying envelope.
