May 1, 1997
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: REGISTRATION STATEMENT ON FORM S-3
(FILE NO. 333-20323) FOR EQUITABLE
RESOURCES, INC.
Gentlemen:
Equitable Resources, Inc. hereby transmits, in accordance with rule
424(b) of the Securities Act of 1933, a copy of the form of prospectus
which is to be used in connection with the above-mentioned registration
statement.
Very truly yours,
/s/ELLIOT GILL
Senior Corporate Attorney
Attachment
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FILE NO. 333-20323
PROSPECTUS
EQUITABLE RESOURCES, INC.
164,345 Shares of Common Stock
(without par value)
This Prospectus relates to up to 164,345 shares (the "Shares") of Common
Stock, without par value, of Equitable Resources, Inc., a Pennsylvania
corporation (the "Company"), which may be offered and sold by the selling
shareholders named herein (the "Selling Shareholders") from time to time. The
Shares were acquired from the Company through a certain transaction more
particularly described herein under the heading "Selling Shareholders." The
Company will receive no part of the proceeds from the sale of the Shares.
The distribution of the Shares by the Selling Shareholders may be effected
directly by means of ordinary brokers' transactions on the New York Stock
Exchange or Philadelphia Stock Exchange or in privately negotiated transactions
at such prices as may be obtainable and acceptable to the Selling Shareholders.
See "Plan of Distribution." The Company will pay the expenses of registration of
the Shares. The Selling Shareholders will pay all commissions and transfer
taxes, if any, and all fees and expenses of their own legal counsel and
accountants. The Company and the Selling Shareholders have agreed to indemnify
each other against certain liabilities, including liabilities under the
Securities Act of 1933, as amended (the "Securities Act").
The Shares are traded on the New York Stock Exchange and the Philadelphia
Stock Exchange under the trading symbol "EQT."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
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Underwriting Proceeds to
Price to Public discount Company
(1)
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
Per share 0 0
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
Total 0 0
- --------------------------------------------------------------------------
(1) Not determinable at the present time.
The date of this prospectus is May 1, 1997.
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AVAILABLE INFORMATION
The Company, a Pennsylvania corporation, is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy and information
statements and other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy and information statements and other
information can be inspected and copied at the Public Reference Room of the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549
and at the regional offices maintained by the Commission at 7 World Trade
Center, 13th Floor, New York, New York 10048 and Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
materials can be obtained at prescribed rates from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Documents
filed by the Company can also be inspected at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005, and at the offices of the
Philadelphia Stock Exchange, 1900 Market Street, Philadelphia, Pennsylvania
19103, on which exchanges certain of the Company's securities are listed. In
addition, reports, proxy statements and other information concerning the Company
can be inspected at the offices of the Company at 420 Boulevard of the Allies,
Pittsburgh, Pennsylvania 15219.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are hereby incorporated by reference in this Prospectus the
following documents heretofore filed with the Securities and Exchange Commission
pursuant to the Exchange Act:
a) the Company's Annual Report on Form 10-K for the year ended
December 31, 1996.
b) the Company's definitive Proxy Statement dated April 9, 1996
in connection with its Annual Meeting of Shareholders held on
May 23, 1996.
c) The Company's current report on Form 8-K dated February 20, 1997.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the
offering of the Common Stock shall be deemed to be incorporated by reference
into this Prospectus from the dates of filing of such documents.
Upon written or oral request the Company will provide without charge to
any person to whom this Prospectus is delivered a copy of any or all information
incorporated by reference in this Prospectus (except exhibits to such
information, unless such exhibits are specifically incorporated by reference
herein). Such requests should be directed to Audrey C. Moeller, Vice President
and Corporate Secretary, Equitable Resources, Inc., 420 Boulevard of the Allies,
Pittsburgh, Pennsylvania 15219 (telephone number 412-553-5877).
THE COMPANY
Equitable Resources, Inc. is an energy service company engaged primarily,
through its divisions and subsidiaries, in the exploration for, and development,
production, purchase, transmission, storage, distribution and marketing of
natural gas, the extraction of natural gas liquids, the exploration for,
development, production and sale of oil and contract drilling, and the marketing
of electricity and cogeneration development.
<PAGE>
Exploration and production activities are conducted by Equitable Resources
Energy Company through its divisions and subsidiaries. Its activities are
principally in the Appalachian area where it explores for, develops, produces
and sells natural gas and oil, extracts and markets natural gas liquids and
performs contract drilling and well maintenance services. The exploration and
production segment also conducts operations in the Rocky Mountain area,
including the Canadian Rockies where it explores for, develops and produces oil,
and, to a lesser extent, natural gas. In the Southwest and Gulf Coast offshore
areas, this segment participates in exploration and development of gas and oil
projects.
Energy marketing activities are conducted by ERI Services, Inc. Its
activities include marketing of natural gas and electricity, extraction and sale
of natural gas liquids, intrastate transportation, cogeneration development and
central facility plant operations.
Natural gas distribution activities comprise the operations of Equitable
Gas Company, the Company's state-regulated natural gas utility. Natural gas
distribution services are provided to more than 266,000 customers located mainly
in the city of Pittsburgh and its environs and, to a more limited extent, in
northern West Virginia and through field line sales in Eastern Kentucky.
Natural gas transmission activities are conducted by three Federal
Energy Regulatory Commission-regulated gas pipelines: Kentucky West
Virginia Gas Company, L.L.C., Equitrans, L.P. and Nora Transmission
Company. Activities include gas transportation, gathering, storage, and
marketing activities.
RECENT DEVELOPMENTS
The Company has entered into an agreement with the Department of Energy to
acquire a 67 mile oil pipeline in Southern Louisiana. The purchase price for the
pipeline is $22,000,000 with the sale scheduled to close May 1, 1997. The
purchase price will be paid in cash at closing and will be financed through the
issuance of commercial paper by the Company. The Company intends to convert the
pipeline to a high pressure natural gas pipeline which is expected to be fully
operational by July 1, 1997. The pipeline acquisition is intended to increase
the Company's ability to provide natural gas to industrial gas consumers in the
Gulf Coast Region of the United States.
SELLING SHAREHOLDERS
The Shares of the Company's Common Stock registered hereunder are to be
sold for the accounts of the following Selling Shareholders in the following
amounts:
David I. Rowland 80,560 Shares
David G. Mannherz 29,776 Shares
Stephen Barvenik 21,825 Shares
Nicholas Yacyk 16,092 Shares
Patrick Cannata 16,092 Shares
The Shares represent approximately one-half of one percent of the
Company's issued and outstanding shares. Of the 164,345 shares being registered
for the account of the Selling Shareholders, 121,551 shares in the aggregate are
issuable by the Company to the Selling Shareholders on January 24, 1997.
Additional shares will be held for a period of one to three years before being
released to the Selling Shareholders.
<PAGE>
David Rowland is the President, David Mannherz and Stephen Barvenik are
Vice Presidents and Nicholas Yacyk and Patrick Cannata are supervisory employees
of Scallop Thermal Management, Inc. ("Scallop"). All of the outstanding stock of
Scallop was acquired on January 24, 1997 by EQT Capital Corporation, a
wholly-owned subsidiary of the Company. None of the Selling Shareholders had a
material relationship with the Company or any of its affiliates prior to that
date. The Company's common stock which is owned by the Selling Shareholders was
received through that transaction.
The Shares offered hereunder represent all of the shares held by the
Selling Shareholders.
PLAN OF DISTRIBUTION
The Shares are being offered for the respective accounts of the Selling
Shareholders. The Company will not receive any proceeds from the sale of any
Shares by the Selling Shareholders.
The sale of Shares by the Selling Shareholders may be effected from time
to time by means of ordinary brokers' transactions on the New York Stock
Exchange or the Philadelphia Stock Exchange or in privately negotiated
transactions at such prices as may be obtainable and acceptable to the Selling
Shareholders. The Selling Shareholders may effect such transactions by selling
the Shares to or through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts, concessions or commissions from the
Selling Shareholders and/or the purchasers of the Shares for which such
broker-dealers may act as agent or to whom they sell as principal, or both
(which compensation as to a particular broker-dealer may be in excess of
customary compensation).
The Selling Shareholders and any broker-dealers who act in connection with
the sale of the shares hereunder may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, and any commissions received by
them and profit on any sale of the Shares as principal might be deemed to be
underwriting discounts and commissions under the Securities Act.
LEGAL MATTERS
Certain legal matters in connection with the sale of the shares of Common
Stock offered hereby will be passed upon for the Company by Johanna G.
O'Loughlin, Esq., employed by the Company as its Vice President and General
Counsel. On January 20, 1997 Ms. O'Loughlin beneficially owned no shares of the
Company's Common Stock and held options to purchase an additional 4,000 shares
of Common Stock.
EXPERTS
The consolidated financial statements of the Equitable Resources, Inc.
appearing in the Company's Annual Report on Form 10-K for the year ended
December 31, 1996, have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report, given upon the authority of such firm as
experts in accounting and auditing.
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EQUITABLE RESOURCES, INC.
164,345 SHARES OF COMMON STOCK
-----------------------------
PROSPECTUS
-----------------------------
MAY 1, 1997
No dealer, salesman or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus, and if given or made, such information or representations must not
be relied upon as having been authorized by the Company. This Prospectus does
not constitute an offer to sell or a solicitation of any offer to buy any
securities in any jurisdiction in which such an offer or solicitation would be
unlawful. Neither the delivery of this Prospectus nor any sale made hereunder
shall under any circumstances create any implication that there has been no
change in the affairs of the Company since the date hereof.
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