SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)MARCH 21, 1996
EQUITABLE RESOURCES, INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 1-3551 25-0464690
(State or other jurisdiction (Commission (IRS Employer
of incorporation File Number) Identification No.)
420 BOULEVARD OF THE ALLIES, PITTSBURGH, PENNSYLVANIA 15219
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (412) 261-3000
N/A
(Former name or former address, if changed since last report)
<PAGE>
ITEM 2. Other Events.
The Board of Directors of the registrant has adopted a Preferred Stock
Purchase Rights Plan. The Plan provides for a distribution of rights to
purchase shares of Series One Preferred Stock, which is a series of the
registrant's Preferred Stock (or, in certain circumstances, Common
Stock). Each share of the registrant's Common Stock held of record by
shareholders as of the close of business on April 1, 1996, as well as
shares thereafter acquired, will carry with it one right. The rights
will be issued and become effective at the close of business on April 1,
1996. The Rights Plan terminates on April 1, 2006, unless the rights are
earlier redeemed or the Plan is further extended by the Board.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
A press release announcing the adoption of the Preferred Stock Purchase
Rights Plan is filed as Exhibit 99 to this report.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereto duly authorized.
EQUITABLE RESOURCES, INC.
(Registrant)
By /s/Dan C. Eaton
Dan C. Eaton
Vice President-
Strategic and Financial Planning
March 22, 1996
<PAGE>
EXHIBIT INDEX
Exhibit Sequential
No. Document Description Page No.
99 Press release announcing adoption 4
of the Preferred Stock Purchase
Rights Plan
EXHIBIT 99
ROBERT C. ATKINSON
(412) 553-5768
MARCH 21, 1996
EQUITABLE RESOURCES ADOPTS SHAREHOLDER RIGHTS PLAN
PITTSBURGH -- Equitable Resources, Inc. (NYSE: "EQT")
announced today that its Board of Directors has adopted a
Shareholder Rights Plan. The Plan will become effective on April
1, 1996.
"The Plan is designed to enable the Company to realize the potential of
its long-term strategic plan and recognizes management's commitment to increase
shareholder value," said Fred Abrew, President and Chief Executive Officer of
the Company. "The Plan protects against coercive, abusive and unfair takeovers
by encouraging anyone seeking to acquire the Company to negotiate with the Board
prior to a takeover attempt." The Board is not presently aware of any effort by
any party to acquire the Company.
The Rights Plan provides for the distribution to shareholders of one right
for each share of Company common stock outstanding. When exercisable, each right
will entitle shareholders to buy one one-hundredth of a newly issued share of
the Company's Series One Preferred Stock at an exercise price of $145.00. Each
fractional share of Series One Preferred Stock has terms designed to make it
substantially the economic equivalent of one share of common stock.
The Rights Plan provides, among other things, that upon the earlier of ten
days after a public announcement that a person has become a beneficial owner of
fifteen percent or more of the voting power of all the Company's shares or ten
business days after a person announces an offer to acquire Company shares that
would give it fifteen percent or more of the voting power, each right will
become exercisable to purchase Series One Preferred Stock. After the rights
become exercisable, if a person acquires beneficial ownership of shares
representing fifteen percent or more voting power, or if the Company is acquired
in a merger in which the Company survives, then each right would entitle the
holder (other than the acquiror) to purchase Company common stock at a fifty
percent discount. Alternatively, if the Company is acquired in a merger or other
business combination, the rights permit holders to purchase the common stock of
the acquiror at a fifty percent discount.
Shareholders of record as of the close of business on April 1, 1996 and
thereafter will receive the Rights. Shareholders will be notified of the
issuance of the rights, although no separate certificates will be issued unless
and until they detach and trade separately from the common stock as described
above. The ultimate issuance of common stock and Series One Preferred Stock
under the Plan is subject to certain regulatory approvals. The rights will
expire on April 1, 2006, unless further extended, and will be subject to
redemption by the Board of Directors at $.01 per right at any time prior to the
first date upon which they become exercisable. The rights themselves have no
voting power, nor will they entitle a holder to receive dividends.
ERI is a full service energy marketing company. It offers energy solutions
to the wholesale and retail markets with innovative products and services
developed through its exploration, production, storage, transportation and
distribution of natural gas and electricity operations. It is also engaged in
the production of natural gas liquids and crude oil.
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