<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)
------------------------------------------------------------------------
(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:
[_] 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.]
Notice of Annual Meeting of Shareholders
To Be Held May 23, 1996
The Annual Meeting of Shareholders of Equitable Resources, Inc. will be
held on Thursday, May 23, 1996, at 10 a.m., Eastern Daylight Time, at the
Sheraton Grand Hotel, 4860 West Kennedy Boulevard, Tampa, Florida, for the
following purposes:
(1) To elect four directors, three to serve for a term of three years
and one to serve for a term of two years.
(2) To ratify the appointment of the firm of Ernst & Young LLP as
independent auditors for the year 1996.
(3) To consider and act upon the approval of the Equitable Resources,
Inc. Employee Stock Purchase Plan, as more fully set forth in the accompanying
proxy statement as Exhibit A.
(4) To consider and vote on a shareholder proposal regarding the CERES
Principles, if presented at the meeting.
(5) To transact 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 1, 1996,
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 9, 1996
YOUR VOTE IS IMPORTANT. PLEASE SIGN, DATE AND
----------------------------------------------
MAIL THE ENCLOSED PROXY AS SOON AS POSSIBLE
-------------------------------------------
<PAGE>
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
MAY 23, 1996
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 Thursday, May
23, 1996, 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 9, 1996.
VOTING SECURITIES AND RECORD DATE
Shareholders of record at the close of business on April 1, 1996, are
entitled to notice of and to vote at the Annual Meeting. As of that date,
35,101,630 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 and/or the Employee Stock Purchase Plan
will receive separate proxy cards and their votes will be cast by the Trustee
or Administrator of said Plans, 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 Company/1/ 2,132,450 6.09%
One State Farm Plaza
Bloomington, IL 61710
</TABLE>
No nominee, director or officer beneficially owned more than .63% of the
outstanding shares of the Company's common stock and all nominees, directors
and officers as a group beneficially owned approximately 1.3% 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,
1995, 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 2,132,450 shares.
1
<PAGE>
ITEM NO. 1
ELECTION OF DIRECTORS
At the Annual Meeting, four nominees will stand for election. The terms
of Merle E. Gilliand, David S. Shapira and Barbara Boyle Sullivan as Directors
expire at the Annual Meeting. Merle E. Gilliand is not eligible to stand for
reelection as he has reached the mandatory retirement age in accordance with the
Company's By-Laws. Barbara B. Sullivan has chosen not to stand for reelection
and hence is not a nominee. David S. Shapira, together with new nominees James
E. Rohr and Dr. Phyllis A. Savill, were nominated by the Board of Directors to
stand for election as Directors of the Company with terms expiring at the Annual
Shareholders' Meeting in 1999. Mr. Rohr and Dr. Savill will fill the vacancies
in Class I created by the retirements of Mr. Gilliand and Mrs. Sullivan. Dr.
Paul Christiano, a new nominee, was nominated by the Board of Directors to stand
for election as a Class III Director with a term to expire at the Annual
Shareholders' Meeting in 1998 to fill a vacancy in that Class.
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 1, 1996. 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.
2
<PAGE>
CLASS I NOMINEES FOR ELECTION AS DIRECTORS WITH TERMS EXPIRING IN 1999
PHOTO OF JAMES E. ROHR Age 47 New Nominee
President of PNC Bank Corp. from January 1992; President and Chief
Executive Officer of PNC Bank, N.A. since April 1988. Also a
director of Allegheny Ludlum Corporation, PNC Bank Corp. and
Student Loan Marketing Association.
Shares Owned: None
PHOTO OF PHYLLIS A. SAVILL, Ed. D Age 49 New Nominee
Senior Vice President - Health Care Services, Intracoastal Health
Systems, Inc. (integrated health care delivery system) since April
1995; Vice President - Human Resources, Inova Health System,
October 1992 to March 1995; Vice President - Administration, Bay
State Health Care, September 1988 through September 1992.
Shares Owned: None
PHOTO OF DAVID S. SHAPIRA Age 54 Director since May 1987
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), February 1993 to September 11,
1995; Chief Executive Officer of Phar-Mor, Inc., March 1984 to
February 1993. Also a director of Action Industries, Inc. and
Mellon Bank Corporation.
Chairman of the Pension Trust Investment Committee and a member of
the Corporate Governance and Executive Committees.
Shares owned: 1,575 (b)
CLASS III NOMINEE FOR ELECTION AS A DIRECTOR WITH TERM EXPIRING IN 1998
PHOTO OF PAUL CHRISTIANO, Ph. D. Age 53 New Nominee
Provost of Carnegie Mellon University (private co-educational
research university) since July 1991; Dean of Engineering, Carnegie
Mellon University, January 1989 through June 1991.
Shares Owned: None
3
<PAGE>
CLASS II DIRECTORS WITH TERMS EXPIRING IN 1997
PHOTO OF E. LAWRENCE KEYES, JR. Age 66 Director since May 1988
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 and Finance Committees.
Shares owned: 1,200
PHOTO OF THOMAS A. McCONOMY Age 62 Director since May 1991
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 Corporate Governance Committee and a member of the
Audit, Compensation and Pension Trust Investment Committees.
Shares owned: 1,200 (a)
PHOTO OF MALCOLM M. PRINE Age 67 Director since May 1982
President, Malcar, Inc. (housing business) since January 1990;
Chairman and Chief Executive Officer of Bundy Industries, Inc.,
December 1989 through August, 1995; 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: 1,635
CLASS III DIRECTORS WITH TERMS EXPIRING IN 1998
PHOTO OF FREDERICK H. ABREW Age 58 Director since December 1988
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 Corporate Governance Committees.
Shares owned: 114,921 (c)
4
<PAGE>
DONALD I. MORITZ Age 68 Director since June 1972
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.
Chairman of the Executive Committee and a member of the Audit and
Corporate Governance Committees.
Shares owned: 223,442 (a) (c) (d)
J. MICHAEL TALBERT Age 49 Director since May 1995
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 Company, January
1991 through August 1994. Also a director of Sonat Offshore Drilling,
Inc.
Member of the Compensation, Corporate Governance and Environmental
Committees.
Shares owned: 1,000
All nominees, directors and officers (including those named above) 440,670
shares (a) (b) (c) (d) (e) (f)
_____________________________
(a) Includes shares held jointly with spouse 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 1, 1996, through the exercise of stock options: Mr. Abrew--
101,400 shares; Mr. Moritz--135,000 shares; and all nominees, directors
and officers as a group, including such persons--285,800 shares.
(d) Does not include 1,350 shares owned by Mr. Moritz's wife as to which he
disclaims beneficial ownership.
(e) 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--774 shares.
(f) Includes shares allocated under the Company's Employee Stock Purchase
Plan as to which the individual has sole voting power only: all
nominees, directors and officers as a group--223 shares.
Board of Directors and its Committees
The Board of Directors held six regular meetings and three special
meetings during 1995. The standing committees of the Board are the Audit,
Compensation, Corporate Governance, Environmental, Executive, Finance, and
Pension Trust Investment Committees. All directors with the exception of Mr.
Talbert attended at least 75%
5
<PAGE>
of Board and Committee meetings. Mr. Talbert attended 69% of such meetings and
would have had a 75% attendance record but was unable to attend one Board
meeting because his Company's Annual Meeting was held the same day. During 1995,
attendance of the directors at Board and Committee meetings averaged 87%.
The Audit Committee consists of four 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 1995.
The Compensation Committee consists of four 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 held six meetings in 1995.
The Corporate Governance Committee (formerly the Nominating Committee)
consists of four non-employee directors and one employee director. The
Committee is responsible for recommending to the Board of Directors persons to
be nominated for election as Directors of the Company and monitoring and
recommending enhancements to the Company's corporate governance framework,
particularly with respect to the structure, processes, and proceedings of the
Board of Directors. In performing the nominating function, the Committee
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 three meetings in 1995.
The Environmental Committee currently consists of two 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 in 1995.
The Executive 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 three meetings in 1995.
The Finance Committee consists of four 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 two meetings in 1995.
The Pension Trust Investment Committee consists of three 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 1995.
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, on
June 1 of each year each non-employee director is granted an option to purchase
500 shares of the Company's common stock at an exercise price which is 100% of
the fair market value of a share on the date of such grant. The option is
exercisable upon the earlier of three years from the date of grant 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
The Company has a Consulting Services Agreement with Donald I. Moritz, a
director and retired Chairman and Chief Executive Officer of the Company. The
contract is for a six-month period during which time Mr. Moritz will be paid a
maximum of $60,000 in addition to all applicable Board of Directors' fees. The
Consulting Services Agreement will terminate on June 30, 1996.
Involvement in Certain Legal Proceedings
On August 17, 1992, voluntary petitions pursuant to Chapter 11 of the
U.S. Bankruptcy Code were filed by Phar-Mor, Inc. and fifteen of its related
entities. Mr. Shapira was the Chief Executive Officer of Phar-Mor, Inc. at that
time and Chief Executive Officer of Phar-Mor Real Estate, Inc., one of the
affiliated entities which filed bankruptcy. Mr. Shapira resigned as Chairman of
the Board of Phar-Mor, Inc. on September 11, 1995, the date the bankruptcies
were settled.
7
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation
of the Company's chief executive officer and each of the other four most highly
compensated executive officers of the Company at the end of the last completed
fiscal year:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
-------------------------------------- -------------------------
Awards
-------------------------
Other Restricted Securities
Annual Stock Underlying All Other
Name and Salary Bonus/1/ Compensation Award(s) Options/SARs Compensation/3/
Principal Position Year ($) ($) ($) ($) (#) ($)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Frederick H. Abrew 1995 $440,835 $0 $137 150,000/0 $13,698
Director, President and 1994 $347,169 $0 $211 60,000/0 $ 8,195
Chief Executive Officer 1993 $277,585 $141,200 $204 32,400/32,400 $ 5,544
- ------------------------------------------------------------------------------------------------------------------------------------
Richard Riazzi* 1995 $215,004 $0 $618 50,000/0 $ 2,080
Vice President - 1994 $202,504 $0 $567 15,300/0 $ 1,246
Corporate Marketing 1993 $155,754 $107,144/2/ $657 11,600/11,600 $ 967
- ------------------------------------------------------------------------------------------------------------------------------------
John C. Gongas, Jr. 1995 $196,254 $0 $0 50 000/0 $4,582
Vice President - 1994 $178,504 $0 $0 13,500/0 $2,759
Corporate Operations 1993 $135, $50,200 $0 5,500/5,500 $2,356
- ------------------------------------------------------------------------------------------------------------------------------------
Augustine A. Mazzei, Jr. 1995 $182,940 $0 $196 50,000/0 $7,344
Senior Vice President and 1994 $176,506 $0 $196 9,800/0 $4,548
Chief Legal Officer 1993 $171,416 $64,900 $209 8,700/0 $2,590
- ------------------------------------------------------------------------------------------------------------------------------------
A. Mark Abramovic 1995 $172,504 $0 $0 50,000/0 $946
Vice President and 1994 $115,957 $0 $0 3,300/0 $0
Chief Financial Officer 1993** $0 $0 $0 0 $0
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Mr. Riazzi resigned as an executive officer of the Company effective
December 31, 1995.
** Mr. Abramovic became an executive officer of the Company during 1994.
_____________________________
/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/ 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 1995 are as follows:
<TABLE>
<CAPTION>
------------------------------------------
Term
Insurance Interest
------------------------------------------
<S> <C> <C>
F. H. Abrew $1,104 $12,594
------------------------------------------
R. Riazzi $55 $2,025
------------------------------------------
J. C. Gongas, Jr. $181 $4,401
------------------------------------------
A. A. Mazzei, Jr. $765 $6,579
------------------------------------------
A. Mark Abramovic $50 $896
------------------------------------------
</TABLE>
8
<PAGE>
OPTIONS/SAR GRANTS IN 1995
<TABLE>
<CAPTION>
Individual Grants Potential Realizable
- ----------------------------------------------------------------------------------------------- Value at Assumed
Percent of Total Annual Rates of Stock
Options/SARs Price Appreciation for a
Granted to Exercise or Ten-Year Option Term/3/
Options/SARs Employees Base Price Expiration ------------------------------
Name Granted/1/ In 1995 Per Share Date/2/ 5% 10%
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Frederick H. Abrew 150,000 20.30% $28.563 July 20, 2005 $2,690,550 $6,834,300
- ------------------------------------------------------------------------------------------------------------------------------------
Richard Riazzi 50,000/4/ 6.77% $28.563 July 20, 2005 $896,850 $2,278,100
- ------------------------------------------------------------------------------------------------------------------------------------
John C. Gongas, Jr. 50,000 6.77% $28.563 July 20, 2005 $896,850 $2,278,100
- ------------------------------------------------------------------------------------------------------------------------------------
Augustine A. Mazzei, Jr. 50,000 6.77% $28.563 July 20, 2005 $896,850 $2,278,100
- ------------------------------------------------------------------------------------------------------------------------------------
A. Mark Abramovic 50,000 6.77% $28.563 July 20, 2005 $896,850 $2,278,100
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
_____________________________
/1/ There were no SARs granted.
/2/ If Equitable Resources, Inc. meets the total shareholders' performance
criteria set, one-third of the participant's total shares are vested for
each of three years after the date of the grant. More than one-third will
vest if the Company exceeds the criteria. Stock which vests on a
performance basis may be exercised at any time prior to June 20, 2005.
Stock which does not vest on a performance basis will vest for one day at
the end of the vesting period; i.e., July 21, 1998.
/3/ The option values presented were calculated based on a share price of
$28.563 as of the date of grant at assumed 5% and 10% annualized rates for
the term of the grant. The actual value, if any, that an optionee may
realize upon exercise will depend on the excess of the market price of the
common stock over the option exercise price on the date the option is
exercised. There is no assurance that the actual value realized by an
optionee upon the exercise of an option will be at or near the value
estimated under the model described above.
/4/ Forfeited due to Mr. Riazzi's resignation.
AGGREGATED OPTION/SAR EXERCISES IN 1995
AND YEAR-END 1995 OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
Shares Year-End 1995/1/ Year-End 1995/2/
Acquired on Value ----------------------------------------
Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Frederick H. Abrew Options 0 $0 101,400/150,000 $100,080/0
SARs 0 $0 9,000/0 $39,780/0
- ----------------------------------------------------------------------------------------------------------------------------------
Richard Riazzi Options 15,000 $133,050 0/0 $0/0
SARs 15,000 $32,550 0/0 $0/0
- -----------------------------------------------------------------------------------------------------------------------------------
John C. Gongas, Jr. Options 0 $0 22,000/50,000 $33,360/0
SARs 0 $0 3,000/0 $13,260/0
- -----------------------------------------------------------------------------------------------------------------------------------
Augustine A. Mazzei, Jr. Option 0 $0 18,500/50,000 0/0
SARs 0 $0 0/0 0/0
- -----------------------------------------------------------------------------------------------------------------------------------
A. Mark Abramovic Option 0 $0 3,300/50,000 0/0
SARs 0 $0 0/0 0/0
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
___________________________
9
<PAGE>
/1/ Options and SARs granted prior to 1995 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. Options granted in 1995 are
exercisable to a limited extent if the Company meets the established
performance criteria.
/2/ The dollar values were calculated by determining the difference between the
fair market value of the underlying shares of common stock and the various
applicable exercise prices of the named executive officers' outstanding
options at the end of 1995. The last reported sale price of the Company's
common stock on the New York Stock Exchange on December 31, 1995 was $31.25
per share.
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, 1990, and the
reinvestment of all dividends.
[GRAPH HERE]
<TABLE>
<CAPTION>
1990 1991 1992 1993 1994 1995
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Equitable Resources Inc. $100 $112 $143 $160 $123 $148
- --------------------------------------------------------------------------------
S&P 500 Index $100 $130 $140 $155 $157 $215
- --------------------------------------------------------------------------------
Value Line Peer Group $100 $ 91 $109 $132 $119 $157
- --------------------------------------------------------------------------------
</TABLE>
10
<PAGE>
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 four independent directors. There are no
"Compensation Committee Interlocks" or "Insider Participation" which the
Securities and Exchange Commission 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 all compensation
arrangements applicable to the executive officers including base salaries,
benefits, annual incentives and stock based awards.
The following is the Compensation Committee's report, in its role as
overseer of the Company's executive pay programs, on 1995 compensation
practices for the executive officers of the Company.
Compensation Policies Attributable to Executive Officers
Equitable Resources, Inc. is a fully integrated 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 through its
electricity operations. Equitable is also engaged in the production of natural
gas liquids and crude oil. A major portion of the Company's storage,
transportation and distribution of natural gas is 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.
The Compensation Committee adheres to an executive compensation strategy
as the framework for managing the compensation program for executive officers
which includes the following objectives and guidelines:
. To establish base salaries at about the 50th percentile and potential total
cash compensation at the 75th percentile of two comparison groups (peer
group and general industry companies of similar revenue size). Competitive
practices are determined using independent industry surveys provided by
compensation consultants and publicly available compensation information
from peer companies.
. To link short-term bonus compensation opportunities to the overall
performance of the Company and to the individual contribution of each
executive. Short-term (annual) incentives are funded when overall return
on total capitalization goals are attained. Awards are distributed to Plan
participants based on achievement of corporate, unit, and individual
performance goals identified annually.
. To provide 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.
. To promote stock ownership by management.
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.
11
<PAGE>
Base Salaries
The executive salary structure is based upon studies prepared by
independent compensation consultants, primarily using salary surveys of 20 peer
group companies, including the Company, that 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 base compensation for the executive officers of the Company was below the
50th percentile of the comparison groups.
Individual salary increases are based primarily upon individual
performance, taking into account competitive salaries. Factors included in
salary increases are revenue growth, shareholder appreciation, achievement of
business plan and strategy, and personal goals. Aggregate annual salary
increases for executive officers are based on factors such as the Company's
overall financial performance, 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: Frederick H. Abrew, 21.4 percent; Richard Riazzi, 0 percent; John C.
Gongas, Jr., 4.7 percent; Augustine A. Mazzei, Jr., 4.1 percent; A. Mark
Abramovic, 19.4 percent. The increases in 1995 are reflective of individual
performance and the Company's 1994 earnings. Messrs. Abrew's and Abramovic's
salary increases reflect increased organizational responsibility.
Annual Incentives
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.
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 1995 goals for the
executive officers of the Company, together with the 1995 performance measures
for the regulated and unregulated 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.
Mr. Abrew 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. Abrew is
determined by two performance measures(return on total capitalization ranking
(75 percent weighting) and individual performance (25 percent weighting). For
Mr. Abrew to receive his maximum annual incentive, the Company must be the
number one ranked company in return on total capitalization and Mr. Abrew must
achieve 91 percent or more of his personal goals.
Messrs. Riazzi, Gongas, Mazzei and Abramovic had maximum annual
incentives ranging from 50-65 percent of base salary and target level incentives
ranging from 30-35 percent of base salary.
12
<PAGE>
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 1995; 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 as
an effective means of aligning management to shareholder interests. 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 1995 the Committee approved a stock option award. The award was
based on the 50th percentile level of long-term incentive opportunities for the
same peer group of companies previously referred to for executive officers'
compensation. The Committee determined the level of the stock options awarded
using the Black-Scholes option pricing model.
A performance measure was established relative to the vesting of options
under this award. These awards will vest in accordance with a formula tied to
the Company's total shareholder return (the stock's 52-week average price for
the periods ending July 20, 1996, 1997 and 1998 and any dividends paid during
each of those periods) relative to the Company's peer group. In the event that
the employment of a Long-Term Incentive Plan participant terminates, except for
reasons of death or normal retirement, all awards that have not vested are
subject to forfeiture as of the effective date of termination. The Options/SAR
Grants in 1995 table on page 9 shows the terms of each award. 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. No restricted stock or stock appreciation
rights were awarded in 1995.
Stock Ownership Guidelines
To promote stock ownership by management, the Committee approved
personal stock ownership guidelines for executives. These guidelines require
executives to purchase and hold shares of the Company's stock, the market value
of which would need to be as follows: Mr. Abrew, 1 times annual salary; Messrs.
Gongas, Mazzei and Abramovic, .75 times annual salary. Other executive officers
are required to acquire or hold .5 times their annual salary. Each executive has
five years to meet his or her personal acquisition guidelines.
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
13
<PAGE>
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 Frederick H. Abrew, Chief Executive Officer
The basis for Mr. Abrew's 1995 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.
Abrew's total compensation level in 1995:
. Monetized under-performing assets including the sale of Section 29
tax credits resulting in $110 million in after-tax cash generation.
. Positioned the Company to meet the deregulation challenge by becoming
a full service energy solutions provider, including the acquisition
of Independent Energy Corporation and Conogen, Inc. and the formation
of a retail consumer marketing group.
. Aggressively re-engineered the operations of the Company to generate
a reduction in ongoing expenses of $11 million annually.
. Mr. Abrew's total combined compensation (base salary, annual, and
long-term incentives) ranked in the bottom quartile of the peer
group's chief executive officers.
Based upon all of the information considered, the Committee believes
that the component parts of Mr. Abrew'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 foregoing report has been furnished by the Compensation Committee of
the Board of Directors.
E. Lawrence Keyes, Jr., Chairman
Merle E. Gilliand
Thomas A. McConomy
J. Michael Talbert
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,
further amended on March 15, 1996 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 Chief Legal Officer at annual salaries
of $450,000 and $186,000, 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
14
<PAGE>
employee benefits for the term of the agreement; and (6) all benefits payable
under the Company's Pension Plan for Salaried Employees.
The Committee approved Change-in-Control agreements for executive
officers in 1995. These agreements were developed to ensure that during a
change-in-control situation, the interests of the shareholders are foremost
on the minds of key executives. The agreements provide for the following if a
change-in-control occurs followed by an involuntary or constructive termination
of the covered executive within two years after the change event: base salary
continuation; average incentive bonus payment earned over the past three years;
immediate vesting of all unvested cash awards and stock incentives; immediate
delivery of Company stock or payment of an amount equal to average grants
received by the employee over the preceding five years under applicable long-
term incentive plans; medical, dental, life and disability insurance; additional
months of service and age credit for determining benefit amounts and early
retirement reductions; outplacement assistance and legal fees in the event the
contract is contested; and the executive may elect a lump sum payment or payment
of benefits over the course of the agreement.
Mr. Abrew will receive 36 months of base salary, benefits continuance
and retirement plan credits and three times his average annual and long-term
incentive awards under the provisions of his agreement. Messrs. Gongas, Mazzei
and Abramovic will receive 24 months of base salary, benefits continuance and
retirement plan credits and two times their average annual and long-term
incentive awards under the provisions of their agreements. Other executive
officers were given agreements which provide them with 18 months of change-in-
control benefits.
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 $ 35,398 $ 47,197 $ 58,996 $ 70,795 $ 82,595 $ 94,394
200,000 47,923 63,897 79,871 95,845 111,820 127,794
250,000 60,448 80,597 100,746 120,895 141,045 161,194
300,000 72,973 97,297 121,621 145,945 170,270 194,594
350,000 85,498 113,997 142,496 170,995 199,495 227,994
400,000 98,023 130,697 163,371 196,045 228,720 261,394
450,000 110,548 147,397 184,246 221,095 257,945 294,794
500,000 123,073 164,097 205,121 246,145 287,170 328,194
550,000 135,598 180,797 225,996 271,195 316,395 361,594
</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, 1995 for the persons
named in the Summary Compensation Table were as follows: Mr. Abrew, 15 years;
Mr. Riazzi, 15 years; Mr. Gongas, 31 years; Mr. Mazzei, 23 years; and Mr.
Abramovic, 2 years.
15
<PAGE>
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 $120,000 (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 1996. 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.
Item No. 3
PROPOSAL TO APPROVE EQUITABLE RESOURCES, INC.
EMPLOYEE STOCK PURCHASE PLAN
On July 21, 1995, the Board of Directors of the Company adopted, subject
to approval by the Company's Shareholders, the Equitable Resources, Inc.
Employee Stock Purchase Plan (the "Employee Stock Purchase Plan"). The following
is a general summary of the Employee Stock Purchase Plan which is qualified in
its entirety by reference to the Employee Stock Purchase Plan which is included
as Exhibit A to this proxy statement.
The purpose of the Employee Stock Purchase Plan is to provide employees
with an incentive to invest in Company stock. By encouraging such investment,
the Company believes that it will help to align the interests of employees with
those of shareholders and focus employees on performance that will enhance
shareholder value.
The Employee Stock Purchase Plan allows eligible employees to purchase
common stock of the Company through a monthly payroll deduction program. For
each monthly purchase, employees pay a price equal to 90% of the closing price
of the common stock on the second business day of the following month.
Employees are permitted to contribute a minimum of 1% and a maximum of 10% of
their after-tax pay for this purpose. No employee will be permitted to
purchase more than $25,000 of the Company's common stock through the Employee
Stock Purchase Plan during any calendar year.
All stock purchased by employees in the Employee Stock Purchase Plan
will be purchased on the open market through a plan administrator. No stock will
be issued by the Company for this purpose. The Company will pay all brokerage
fees for the purchase of the common stock and the 10% difference between the
market price and the price paid by the participating employees. Any stock
purchased by an employee through the Employee Stock Purchase Plan must be held
at least one year prior to his or her sale of the stock. The maximum number of
shares which shall be made available for purchase under the Plan is 500,000.
All employees of the Company and its subsidiaries whose terms of
employment are not covered by a collective bargaining agreement may participate
in the Employee Stock Purchase Plan. Participation by each
16
<PAGE>
employee is voluntary. Collective bargaining employees may participate to the
extent permitted by their respective collective bargaining agreements.
Currently, approximately 1,025 employees are eligible to participate in the
Plan.
Employees do not realize immediate taxable income on the 10% discount on
the purchase price. If the employee sells the stock after the required holding
period (generally, two years after the date of acquisition), the employee
realizes ordinary income to the extent of the lesser of (1) the amount by which
the fair market value at the time the stock was purchased exceeded the price
paid or (2) the amount by which the fair market value at the time of
disposition of the stock exceeded the price paid. Any further gain is taxed as
a taxable gain. The Company receives no tax deduction. If the employee sells
the stock before the end of the required holding period, he or she realizes
ordinary income to the extent of the difference between the price paid and the
fair market value at the time of purchase. In the latter case, the Company can
take a deduction equal to the amount of such ordinary income in the year the
stock is sold.
Set forth below is the dollar value of the price discount which will be
provided to each of the following in 1996 if they were to maintain the present
level of their purchases during the remainder of 1996:
New Plan Benefits
Employee Stock Purchase Plan
<TABLE>
<CAPTION>
Name and Position Dollar Value No. of Units/1/
- -----------------------------------------------------------------------------------------
<S> <C> <C>
Frederick H. Abrew 0 0
President and Chief Executive Officer
- -----------------------------------------------------------------------------------------
Richard Riazzi (Resigned December 31, 1995) 0 0
Vice President - Corporate Marketing
- -----------------------------------------------------------------------------------------
John C. Gongas, Jr. $ 1,111 38
Vice President - Corporate Operations
- -----------------------------------------------------------------------------------------
Augustine A. Mazzei, Jr. 0 0
Senior Vice President and Chief Legal Officer
- -----------------------------------------------------------------------------------------
A. Mark Abramovic 0 0
Vice President and Chief Financial Officer
- -----------------------------------------------------------------------------------------
Executive Group $ 2,666 92
- -----------------------------------------------------------------------------------------
Non-Executive Director Group 0 0
- -----------------------------------------------------------------------------------------
Non-Executive Officer Employee Group $21,490 741
- -----------------------------------------------------------------------------------------
</TABLE>
______________________________
/1/ Represents the approximate number of shares of the Company's common stock
equivalent to the dollar value shown in this table based on $29.00 per
share, the closing price on March 20, 1996.
The Employee Stock Purchase Plan went into effect on October 1, 1995 and
will continue in effect until terminated by the Board of Directors of the
Company. If not approved by the shareholders of the Company, the Employee
Stock Purchase Plan will be terminated as soon as possible after the Annual
Meeting of Shareholders.
The affirmative vote of the holders of a majority of the shares of
common stock present in person or by proxy at the Annual Meeting and entitled to
vote is required to adopt the Employee Stock Purchase Plan. An abstention will
in effect constitute a vote against the proposal, while a broker non-vote will
not be counted.
The Board of Directors recommends a vote FOR the proposal.
17
<PAGE>
Item No. 4
SHAREHOLDER PROPOSAL
Progressive Securities Financial Services Corporation of Portland, Oregon,
on behalf its client, McKenzie River Gathering, the beneficial owner of 350
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 Jessie Smith Noyes Foundation, New York, New York, the
beneficial owner of 5,000 shares of the Company's common stock, and The Clean
Yield Group, Greensboro Bend, Vermont, on behalf of its client R&R Foundation
Inc., of Bradenton, Florida, the beneficial owner of 300 shares of the Company's
common stock.
"PUBLIC ENVIRONMENTAL REPORTING
"WHEREAS WE BELIEVE:
"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 permit comparisons of
performance over time. They also 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 shareholders of this Company; public interest representatives,
and environmental experts--consulted with corporations to produce the CERES
Principles as comprehensive public standards for both environmental
performance and reporting. Over 90 companies, including Sun [Oil], General
Motors, H.B. Fuller, and Polaroid, have endorsed these principles to
demonstrate their commitment to public environmental accountability.
Fortune-500 endorsers say that benefits of working with CERES are public
credibility; 'value-added' for the company's environmental initiatives; and
advancement for the company's own environmental program.
"In endorsing the CERES Principles, a company commits to work toward:
1. Protection of the biosphere 6. Safe products and services
2. Sustainable natural resource use 7. Environmental restoration
3. Waste reduction & disposal 8. Informing the public
4. Energy conservation 9. Management commitment
5. Risk reduction 10. Audits and reports
"[Full text of the CERES Principles and accompanying CERES Report Form
obtainable from CERES, 711 Atlantic Avenue, Boston MA 02110, tel: 617/451-0927].
18
<PAGE>
"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
"Many investors support this resolution. Those sponsoring it have
portfolios totaling $75 billion. Others voting FOR it bring shareholder
votes to 20-30% at some companies. The number of public pension funds and
foundations supporting this resolution increases every year. The objectives
are: 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, and fully compatible with ISO 14000
certification.
"An annual environmental report in the format of the CERES Report would not
duplicate--but rather complement--the Company's own environmental
reporting.
"Shareholders are asked to vote FOR this resolution to ensure that our
Company's environmental policies and reports are publicly scrutinized and
adhere to standards upheld by management and stakeholders alike."
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 also developed its first annual environmental report
which was distributed 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 in several initiatives, where appropriate, to
formulate generally acceptable environmental standards and reporting formats.
The Board of Directors recommends a vote AGAINST the proposal.
19
<PAGE>
1997 SHAREHOLDER PROPOSALS
To be eligible for inclusion in the Company's proxy statement,
shareholder proposals for the 1997 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 10, 1996.
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, 1995, 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 9, 1996
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EXHIBIT A
EQUITABLE RESOURCES, INC.
EMPLOYEE STOCK PURCHASE PLAN
ARTICLE I - PURPOSE
Purpose
The Equitable Resources, Inc. Employee Stock Purchase Plan is intended
to provide a method whereby Employees of the Company will have an opportunity to
purchase shares of the Common Stock of the Company through payroll deductions.
It is the intention of the Company to have the Plan qualify as an "employee
stock purchase plan" under Section 423 of the Code. The provisions of the Plan
shall be construed so as to extend and limit participation in a manner
consistent with the requirements of that section of the Code.
ARTICLE II - DEFINITIONS
2.01 "Board" shall mean the Board of Directors of Equitable Resources, Inc.
2.02 "Code" shall mean the Internal Revenue Code of 1986, as amended.
2.03 "Committee" shall mean the Committee described in Article XI.
2.04 "Common Stock" shall mean the common stock issued by the Company.
2.05 "Company" shall mean Equitable Resources, Inc. and its Subsidiary
Corporations.
2.06 "Employee" shall mean any employee of the Company who receives
compensation other than a pension, severance pay, retainer, or fee under
contract; however, the term Employee excludes any leased employee as
defined in Section 414(n)(2) of the Code and any person who is included
in a unit of employees covered by a collective bargaining agreement
which does not provide for his or her participation in the Plan.
2.07 "Grant" shall mean the number of shares available to be purchased by a
plan participant in an offering period.
2.08 "Offering Period" shall mean, subject to the second sentence of Section
4.01, a period of one month, consisting of 12 Offering Periods in a
calendar year, commencing on January 1 of each year and terminating on
December 31 of each year. The Initial Offering Period shall begin on
October 1, 1995.
2.09 "Pay" shall mean total cash remuneration paid to an Employee for
services rendered to the Company, determined prior to any reduction
pursuant to Section 401(k) of the Code or Section 125 of the Code.
2.10 "Plan" shall mean the Equitable Resources, Inc. Employee Stock Purchase
Plan.
2.11 "Subsidiary Corporation" shall mean any present or future corporation
which (a) would be a "subsidiary corporation" of Equitable Resources,
Inc. as that term is defined in Section 424 of the Code and (b) is
designated as a participant in the Plan by the Board.
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ARTICLE III - ELIGIBILITY AND PARTICIPATION
3.01 Initial Eligibility
Any Employee shall be eligible to become a participant immediately upon
employment by the Company. His/her participation in the Plan shall become
effective as set forth in Section 3.04.
3.02 Leave of Absence
For purposes of participation in the Plan, a person on a paid leave of
absence as defined in the Non-Occupational Illness or Injury Allowance Policy
of the Company, shall be deemed to be an Employee and such Employee's
employment shall be deemed to have terminated at the end of such leave of
absence unless such Employee shall have returned to active employment.
Termination by the Company of any Employee's leave of absence shall terminate
an Employee's employment for all purposes of the Plan and shall terminate such
Employee's participation in the Plan and right to exercise any option.
Employees on a long term disability are not eligible to participate in the Plan.
3.03 Restrictions on Participation
Notwithstanding any provisions of the Plan to the contrary, no Employee
shall be granted an option to participate in the Plan:
(a) If, immediately after the Grant, such Employee would own stock,
and/or hold outstanding options to purchase stock, possessing 5%
or more of the total combined voting power or value of all
classes of stock of the Company or its subsidiary corporation
(for purposes of this paragraph, the rules of Section 424(d) of
the Code shall apply in determining stock ownership of any
Employee);
(b) If such Grant results in his/her right to purchase stock under
all employee stock purchase plans of the Company to accrue at a
rate which exceeds $25,000 in fair market value of the stock
(determined at the time such option is granted) for each
calendar year in which such option is outstanding.
3.04 Commencement of Participation
Employee may become a participant in the Plan for an Offering Period by
completing an authorization for a payroll deduction on the form provided by the
Company and filing it with the Human Resources Department of the Company 30
days prior to the first day of the Offering Period, unless a later time for
filing is set by the Committee for all Employees with respect to a given
Offering Period. Payroll deductions for a participant shall commence on the
first payroll date following the commencement of the Offering Period and shall
continue from one Offering Period to the next unless sooner terminated by the
participant as provided in Article VII.
ARTICLE IV - OFFERINGS
4.01 Offering Periods
The Plan shall be implemented by consecutive Offering Periods continuing
from the first Offering Period until terminated in accordance with Section
12.05. The Board or the Committee shall have the power to change the duration
of Offering Periods (including the commencement dates thereof) with respect to
future offerings without stockholder approval if such change is announced at
least 15 days prior to the scheduled beginning of the First Offering Period to
be affected thereafter.
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ARTICLE V - PAYROLL DEDUCTIONS
5.01 Amount of Deduction
At the time a participant files his/her authorization for payroll
deduction, he/she shall elect to have deductions made on each payday during the
time he/she is a participant in an Offering Period in an amount expressed as a
whole number percentage from 1% to 10% of Pay he receives on each pay day
during the Offering Period.
5.02 Participant's Account
All payroll deductions made for participant shall be credited to his/her
account under the Plan. A participant may not make any separate cash payment
into such account.
5.03 Changes in Payroll Deductions
A participant may discontinue his/her participation in the Plan as
provided in Article VIII, but no other change can be made during an Offering
Period and, specifically, a participant may not alter the amount of his/her
payroll deductions for that Offering Period. A participant may alter the amount
of his/her payroll deductions for an Offering Period which begins on the first
day of January, April, July or October by completing the appropriate form, as
provided by the Company, and filing it with the Human Resources Department of
the Company at least 30 days prior to such date.
5.04 Leave of Absence
If a participant goes on a paid leave of absence as provided in Section
3.02, such participant shall have the right to elect to discontinue
contributions to the Plan but remain a participant in the Plan, or remain a
participant in the Plan during such leave of absence, authorizing deductions to
be made from payments by the Company to the participant during such leave of
absence.
ARTICLE VI - GRANTING OF OPTION
6.01 Number of Option Shares
The Company shall make one or more annual offerings divided into monthly
Offering Periods to participating Employees to purchase Company Common Stock
under this Plan. Each Offering Period shall be one month in duration, during
which (or during such portion thereof as an Employee may elect to participate)
the amount received as Pay by an Employee shall constitute the measure of the
Employee's participation in the offering.
6.02 Option Price
The option price of stock purchased for a participant with payroll
deductions made during an Offering Period therein shall be 90% of the closing
price of the stock on the second business day after the close of each Offering
Period. All fees associated with the purchase of shares will be paid by the
Company.
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ARTICLE VII - EXERCISE OF OPTION
7.01 Automatic Exercise
Unless a participant gives written notice to the Company as hereinafter
provided, his/her option for the purchase of shares with payroll deductions
made during any Offering Period will be deemed to have been exercised
automatically on the last day of the Offering Period applicable to such
offering, for the purchase of the number of full or fractional shares of Common
Stock which the accumulated payroll deductions in his/her account at that time
will purchase at the applicable option price.
7.02 Withdrawal of Account
By written notice to the Committee, at any time prior to the last day of
the Offering Period, a participant may elect to withdraw all the accumulated
payroll deductions in his/her account at such time.
7.03 Transferability of Option
During a participant's lifetime, options held by such participant shall
be exercisable only by that participant.
7.04 Delivery of Stock
As promptly as practicable after the last day of the applicable Offering
Period, the Company shall arrange the delivery to or for the account of each
participant (which may be a master account for all participants) as
appropriate, a certificate representing the shares purchased upon exercise of
his/her option; provided, however, that the Committee may instead determine to
hold such shares in an account for each such participant until the participant
either ceases participation in the Plan or requests delivery of such shares.
There is a one year minimum holding requirement on all shares purchased through
this plan. Participants will be responsible for all fees associated with a
request for the delivery of a share certificate.
ARTICLE VIII - WITHDRAWAL
8.01 In General
As indicated in Section 7.02, a participant may withdraw payroll
deductions credited to his/her account under the Plan at any time by giving
written notice to the Committee. All of the participant's payroll deductions
credited to his/her account will be paid to him/her in the next pay following
the receipt of his/her notice of withdrawal, and no further payroll deductions
will be made from his/her pay during such Offering Period.
8.02 Effect on Subsequent Participation
A participant's withdrawal from any Offering Period will not have any
effect upon his/her eligibility to participate in any succeeding Offering
Period or in any similar plan which may hereafter be adopted by the Company.
8.03 Termination of Employment
Upon termination of the participant's employment for any reason, he/she
will be deemed to have elected to withdraw from the Plan and the payroll
deductions credited to such participant's account during the Offering Period,
but not yet used to exercise the option, will be returned to such participant
or, in the case of his/her death, to the person(s) entitled thereof under
Section 12.01, and such participant's option will be automatically terminated.
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ARTICLE IX - INTEREST AND DIVIDENDS
9.01 Payment of Interest
No interest shall accrue or be payable with respect to any of the
payroll deductions of a participant in the Plan.
9.02 Stock Dividends
Stock dividends will automatically be used to purchase additional shares
for all participants. The participant may, however, make a written request to
the Committee to receive a cash distribution of dividend payments. All
requests must be received 60 days before any scheduled dividend.
ARTICLE X - SHARES OF COMMON STOCK
10.01 Maximum Shares
The maximum number of shares of Common Stock which may be issued under
the Plan is 500,000.
10.02 Participant's Interest in Option Stock
No participant will have an interest or voting right in shares of Common
Stock covered by his/her option until such option has been exercised.
10.03 Registration of Stock
Shares to be issued to a participant under the Plan will be registered
in the record or beneficial name of the participant or in the record or
beneficial name of the participant and his/her spouse, and the participant will
be immediately entitled to all rights of ownership including voting rights and
the right to receive dividends.
10.04 Sale of Stock
The participant is responsible for all costs associated with the sale of
stock from the participant's account. Participants are also responsible for
any fees charged by the plan administrator for issuing stock certificates
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ARTICLE XI - ADMINISTRATION
11.01 Authority of Committee
This plan shall be administered by the Employee Pension Committee.
Subject to the express provisions of the Plan, the Committee shall have plenary
authority in its discretion to interpret and construe any and all provisions of
the Plan, to adopt rules and regulations for administering the Plan, and to make
all other determinations deemed necessary or advisable for administering the
Plan. The Committee's determination on the foregoing matters shall be
conclusive.
11.02 Rule 16b-3 Limitations
Notwithstanding the provisions of Section 11.01, in the event that Rule
16b-3, as promulgated under the Securities Exchange Act of 1934, as amended, or
any successor provision, provides specific requirements for the administrators
of plans of this type, the Plan shall be only administered by such a body and
in such manner as shall comply with the applicable requirements of Rule 16b-3.
Unless permitted by Rule 16b-3, no discretion concerning decisions regarding
the Plan shall be afforded to any committee or person that is not
"disinterested" as that term is used in Rule 16b-3.
11.03 Reports
Individual accounts will be maintained for each participant in the Plan.
Statements of Account will be given to participating Employees at least
annually, within such time as the Committee may reasonably determine, which
Statements of Account will set forth the amounts of payroll deductions, the
purchase price, the number of shares purchased and the remaining cash balance,
if any.
ARTICLE XII - MISCELLANEOUS
12.01 Designation of Beneficiary
A participant may file a written designation of a beneficiary who is to
receive any shares and/or cash. Such designation of beneficiary may be changed
by the participant at any time by written notice to the Human Resources
Department. Upon the death of a participant and upon receipt by the Human
Resources Department of proof of identity and existence at the participant's
death of a beneficiary validly designated by him/her under the Plan, the Human
Resources Department shall deliver such shares and/or cash to such beneficiary.
In the event of the death of a participant and in the absence of a beneficiary
validly designated under the Plan who is living at the time of such
participant's death, the Plan personally shall deliver such shares and/or cash
to the executor or administrator of the estate of the participant, or if no
such executor or administrator has been appointed (to the knowledge of the
Recordkeeper), the Recordkeeper, in its discretion, may deliver such shares
and/or cash to the spouse or to any one or more dependents or relatives of the
participant or, if such spouse, dependent or relative is not known to the Human
Resources Department, then to such other person as the Human Resources
Department may designate. No beneficiary shall, prior to the death of the
participant by whom he/she has been designated, acquire any interest in the
stock or cash credited to the participant under the Plan.
12.02 Transferability
Neither payroll deductions credited to a participant's account nor any
rights with regard to the exercise of an option or to receive shares under the
Plan may be assigned, transferred, pledged, or otherwise disposed of in any way
by the participant other than by will or the law of descent and distribution or
as provided in Section 12.01 hereof. Any such attempted assignment, transfer,
pledge or other disposition shall be without effect, except that the Company
may treat such act as an election to withdraw funds in accordance with Section
7.02.
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12.03 Adjustment Upon Changes in Capitalization
(a) If, while any options are outstanding, the outstanding shares of
Common Stock of the Company have increased, decreased, changed
into, or been exchanged for a different number and/or kind of
shares or securities of the Company through reorganization, merger,
recapitalization, reclassification, stock split, reverse stock
split or similar transaction, appropriate and proportionate
adjustments may be made by the Committee in the number and/or kind
of shares which are subject to purchase under the outstanding
options and on the option exercise price or prices applicable to
such outstanding options. No adjustments shall be made for stock
dividends. For the purposes of this Paragraph, any distribution of
shares to shareholders in an amount aggregating 20% or more of the
outstanding shares shall be deemed a stock split and any
distributions of shares aggregating less than 20% of the
outstanding shares shall be deemed a stock dividend.
(b) Upon the dissolution or liquidation of the Company, or upon a
reorganization, merger or consolidation of the Company with one or
more corporations as a result of which the Company is not the
surviving corporation, or upon a sale of substantially all of the
property or stock of the Company to another corporation, the holder
of each option then outstanding under the Plan will thereafter be
entitled to receive at the last day of the current Offering Period
upon the exercise of such option for each share as to which such
option shall be exercised, as nearly as reasonably may be
determined, the cash, securities and/or property which a holder of
one share of the Common Stock was entitled to receive upon and at
the time of such transaction. The Board shall take such steps in
connection with such transactions as the Board shall deem necessary
to assure that the provisions of this Section 12.04 shall
thereafter be applicable, as nearly as reasonably may be
determined, in relation to the said cash, securities and/or
property as to which such holder of such option might thereafter be
entitled to receive.
12.05 Amendment and Termination
The Board shall have complete power and authority to terminate or to
amend the Plan at any time; provided, however, that the Board shall not, without
the approval of the stockholders of the Company, amend the requirements as to
the class of Employees eligible to purchase shares under the Plan.
12.06 Effective Date
The Plan shall become effective as of October 1, 1995, subject to
approval by the holder of the majority of the Common Stock present and
represented at a special or annual meeting of the shareholders held on or before
September 30, 1996. The Plan must also be approved by the Pennsylvania Public
Utility Commission and the Kentucky Public Service Commission. If the Plan is
not so approved, the Plan shall not become effective.
12.07 No Employment Rights
The Plan does not, directly or indirectly, create any right for the
benefit of any employee or class of employees to purchase any shares under the
Plan, or create in any employee or class of employees any right with respect to
continuation of employment by the Company, and it shall not be deemed to
interfere in any way with the Company's right to terminate, or otherwise notify,
an employee's employment at any time.
12.08 Effect of Plan
The provisions of the Plan shall, in accordance with its terms, be
binding upon, and inure to the benefit of, all successors of each employee
participating in the Plan, including, without limitations, such employee's
estate and the executors, administrators or trustees thereof, heirs and
legatees, and any receiver, trustee in bankruptcy or representative or creditors
of such employee.
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12.09 Governing Law
The law of the State of Pennsylvania will govern all matters relating to
this Plan except to the extent it is superseded by the laws of the United
States.
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Ticket Request
If you plan to attend the Annual Meeting of Shareholders on May 23,
1996, this form may be used to request an admission card. Please
fill in your name(s) and address and return the form promptly. The
envelope provided for return of your proxy card should also be used
to return this form. An admission card will be sent to you
approximately two weeks prior to the meeting.
I/we plan to attend the meeting.
Name
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Address
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City, State Zip Code
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The Board of Directors recommends a vote FOR Item 1, Item 2 and Item 3 and
AGAINST Item 4. Mark only ONE box for each item listed below.
1. Election of Directors 2. Ratify Appointment
Nominees: of Auditors
Paul Christiano Phyllis A. Savill
James E. Rohr David S. Shapira
FOR WITHHELD FOR AGAINST ABSTAIN
[ ] [ ] [ ] [ ] [ ]
WITHHELD FOR: (Write that nominee's name in the space provided below)
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3. Approve the Employee Stock
Purchase Plan
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
The Board of Directors recommends a vote AGAINST Item 4.
4. Shareholder Proposal
re: CERES Principles
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Signature(s) Date , 1996
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NOTE: Please sign as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.
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FOLD AND DETACH HERE
[LOGO OF EQUITABLE RESOURCES, INC.] April 9, 1996
Dear Shareholder:
The 1996 Annual Meeting of Shareholders of Equitable Resources, Inc.
will be held Thursday, May 23, 1996, at 10 a.m., at the Sheraton Grand Hotel,
4860 West Kennedy Boulevard, Tampa, Florida. I cordially invite you to attend.
Whether or not you plan to attend the meeting, your vote is important to us.
Please detach the proxy card above, complete it and return it in the envelope
provided.
Sincerely,
/s/ Frederick H. Abrew
Frederick H. Abrew
President and Chief Executive Officer
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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 Thursday, May 23, 1996, at 10 a.m.,
in the Sheraton Grand Hotel, 4860 West Kennedy Boulevard, Tampa, Florida, 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,
FOR Item 2 and Item 3, 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, FOR Item 2 and Item 3, and
AGAINST Item 4.
Please Sign and Date on the Reverse Side and Return the Proxy Card Promptly
Using the Enclosed Envelope.
