<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
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 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] No fee required.
[_] 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 ERI]
Equitable Resources, Inc.
420 Boulevard of the Allies
Pittsburgh, PA 15219
Notice of Annual Meeting of Shareholders
To Be Held May 23, 1997
The Annual Meeting of Shareholders of Equitable Resources, Inc. will be held
on Friday, May 23, 1997, at 10 a.m., Eastern Daylight Time, in the Union Trust
Building at Two Mellon Bank Center, 10th Floor, 501 Grant Street, Pittsburgh,
Pennsylvania, for the following purposes:
(1) To elect three directors, each to serve for a term of three years.
(2) To ratify the appointment of the firm of Ernst & Young LLP as independent
auditors for the year 1997.
(3) 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, 1997, 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 attached to the proxy card. 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, 1997
YOUR VOTE IS IMPORTANT. PLEASE SIGN, DATE AND
----------------------------------------------
MAIL THE ENCLOSED PROXY AS SOON AS POSSIBLE
-------------------------------------------
<PAGE>
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Equitable Resources, Inc. (the "Company" or
"ERI") for use at the Annual Meeting of Shareholders of the Company on Friday,
May 23, 1997, 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, 1997.
VOTING SECURITIES AND RECORD DATE
Shareholders of record at the close of business on April 1, 1997, are
entitled to notice of and to vote at the Annual Meeting. As of that date,
35,519,102 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 Employee Savings Plan, the Employee Savings and Protection 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 5% of the Company's common
stock.
<TABLE>
<CAPTION>
Shares Percent of
Beneficially Common Stock
Name and Address Owned Outstanding
---------------- ------------ ------------
<S> <C> <C>
Wellington Management Company, LLP 3,786,250/1/ 10.66%
75 State Street
Boston, MA 02109
State Farm Mutual Automobile Insurance 2,132,450/2/ 6.00%
Company
One State Farm Plaza
Bloomington, IL 61710
</TABLE>
/1/ This information is based on a Schedule 13G for the year ended December 31,
1996, filed with the Securities and Exchange Commission, reporting that
Wellington Management Company, LLP and its related entities has shared
voting power over 1,130,550 shares and shared dispositive power over
3,786,250 shares.
/2/ This information is based on a Schedule 13G for the year ended December 31,
1996, 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>
As of April 1, 1997, no nominee, director or officer beneficially owned more
than .62% of the outstanding shares of the Company's common stock and all
nominees, directors and officers as a group beneficially owned approximately
1.15% 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.
ITEM NO. 1
ELECTION OF DIRECTORS
Pursuant to the Company's Articles, the Board of Directors is divided into
three classes and the term of one class expires each year. At the Annual
Meeting, three nominees will stand for election. The terms of E. Lawrence
Keyes, Jr., Thomas A. McConomy and Malcolm M. Prine as Directors expire at the
Annual Meeting. All nominees were previously elected by the shareholders.
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 by the shareholder, 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, 1997. 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 II NOMINEES FOR ELECTION AS DIRECTORS WITH TERM EXPIRING IN 2000
[PHOTO OF E. E. LAWRENCE KEYES, JR. Age 67 Director since May 1988
LAWRENCE KEYES,
JR.] Partner, The Fortune Group since January 1987 (management
consulting firm). Also a director of Laclede Steel Company.
Chairman of the Compensation Committee and a member of the
Pension Trust Investment Committee.
Shares owned: 1,200
[PHOTO OF THOMAS THOMAS A. McCONOMY Age 63 Director since May 1991
A. McCONOMY]
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 and Compensation Committees.
Shares owned: 1,200 (a)
[PHOTO OF MALCOLM MALCOLM M. PRINE Age 68 Director since May 1982
M. PRINE]
Chairman of the Board, Core Materials Corp. (manufacturer of
plastics moulding) since January 1997; President, Malcar,
Inc. (housing business) since January 1990; Chairman and
Chief Executive Officer of Bundy Industries, Inc., December
1989 through August 1995. Also a director of Core Materials
Corp. and Pennsylvania Capital Bank.
Chairman of the Audit Committee and a member of the Corporate
Governance and Executive Committees.
Shares owned: 1,701
CLASS III DIRECTORS WITH TERMS EXPIRING IN 1998
[PHOTO OF FREDERICK H. ABREW Age 59 Director since December 1988
FREDERICK H.
ABREW] 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.
Member of the Corporate Governance and Executive Committees.
Shares owned: 108,508 (b)
3
<PAGE>
[PHOTO OF PAUL PAUL CHRISTIANO, Ph. D. Age 54 Director since May 1996
CHRISTIANO]
Provost of Carnegie Mellon University (private co-educational
research university) since July 1991; Dean of Engineering,
Carnegie Mellon University, January 1989 through June 1991.
Member of the Audit and Pension Trust Investment Committees.
Shares Owned: 206
[PHOTO OF DONALD DONALD I. MORITZ Age 69 Director since June 1972
I. MORITZ]
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
Corporate Governance and Pension Trust Investment Committees.
Shares owned: 223,292 (a) (b) (c)
[PHOTO OF J. J. MICHAEL TALBERT Age 50 Director since May 1995
MICHAEL TALBERT
Chairman and Chief Executive Officer of Transocean Offshore
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 Transocean Offshore Inc.
Member of the Compensation, Corporate Governance and
Executive Committees.
Shares owned: 1,000
CLASS I DIRECTORS WITH TERMS EXPIRING IN 1999
[PHOTO OF JAMES JAMES E. ROHR Age 48 Director since May 1996
E. ROHR]
President of PNC Bank Corp. (financial services) since
January 1992; President and Chief Executive Officer of PNC
Bank, N.A. since April 1988. Also a director of Allegheny
Teledyne, Inc., PNC Bank Corp. and Student Loan Marketing
Association.
Member of the Compensation and Executive Committees.
Shares Owned: 3,500
4
<PAGE>
[PHOTO OF PHYLLIS PHYLLIS A. SAVILL, Ed. D Age 50 Director since May 1996
A. SAVILL]
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.
Member of the Audit and Compensation Committees.
Shares Owned: 200
[PHOTO OF DAVID DAVID S. SHAPIRA Age 55 Director since May 1987
S. SHAPIRA]
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 Audit and Corporate Governance Committees.
Shares owned: 1,575 (d)
All nominees, directors and officers (including those named above) 411,649
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) Includes the following shares which may be acquired within 60 days of April
1, 1997, through the exercise of stock options: Mr. Abrew--92,400 shares;
Mr. Moritz--135,000 shares; and all nominees, directors and officers as a
group, including such persons--259,800 shares.
(c) Does not include 1,350 shares owned by Mr. Moritz's wife as to which he
disclaims beneficial ownership.
(d) 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.
(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--2,690 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--1,822 shares.
5
<PAGE>
Board of Directors and its Committees
The Board of Directors held six regular meetings and three special meetings
during 1996. The standing committees of the Board are the Audit, Compensation,
Corporate Governance, Executive, and Pension Trust Investment Committees. The
Environmental Committee and the Finance Committee were disbanded on May 23,
1996. The duties of the former Committees will be the responsibility of the
Audit and Executive Committees, respectively. All directors with the exception
of Dr. Christiano and Mr. Prine attended at least 75% of Board and Committee
meetings. During 1996, attendance of the directors at Board and Committee
meetings averaged 92%.
The Audit Committee consists of five non-employee directors. It reviews the
annual financial statements of the Company, examines and considers the scope and
adequacy of audits performed by the independent auditors and the Company's
internal auditing staff, as well as other financial affairs of the Company;
recommends to the Board of Directors an independent auditing firm to audit the
Company's financial statements; reviews the adequacy of internal controls and
management's implementation of recommendations made by the independent auditors
and by the internal auditors with respect to their audit activities; and
approves fees charged by the independent auditors. It also reviews
environmental matters, audits and compliance programs and monitors the overall
environmental strategy of the Company. The Committee held four meetings in
1996.
The Compensation Committee consists of five non-employee directors. It
reviews the salaries of all executive officers and makes recommendations to the
Board of Directors for its approval. It also administers the Company's
Supplemental Executive Retirement Plan, the Key Employee Restricted Stock Option
and Stock Appreciation Rights Incentive Compensation Plan, the Short-Term
Incentive Compensation Plan, the Long-Term Incentive Plan and the Non-Employee
Directors' Stock Incentive Plan. It addresses, recommends and approves any
other compensation and benefits issues which apply to the officers of the
Company, including perquisites that require Board approval. The Committee held
seven meetings in 1996.
The Corporate Governance Committee consists of five 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 is also responsible for
recommending the level of compensation and other fringe benefits for the
Directors. The Committee held five meetings in 1996.
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. It also 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 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 five meetings in 1996.
The Pension Trust Investment Committee consists of four non-employee
directors. Its function is to monitor the investment performance of those
designated to manage the investment of the
6
<PAGE>
assets of the Company-maintained pension plans; establish broad investment
policy or objectives; and select investment fund managers. The Committee held
three meetings in 1996.
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
One of the Company's subsidiaries, 420 Energy Investments, Inc. ("420"),
entered into a Master Lease Agreement with PNC Leasing Corp. ("PNC") dated
December 23, 1996, under which 420 is leasing from PNC a corporate jet aircraft
for the period commencing on December 23, 1996 and continuing through December
23, 2006. The total rental payments for this ten-year period are $17,494,585.
Mr. James E. Rohr is President of PNC Bank Corp., the parent of PNC Leasing
Corp.
Involvement in Certain Legal Proceedings
On August 17, 1992, voluntary petitions pursuant to Chapter 11 of the U.S.
Bankruptcy Code were filed by Phar-Mor, Inc. and fifteen of its related
entities. Mr. Shapira was the Chief Executive Officer of Phar-Mor, Inc. at that
time and Chief Executive Officer of Phar-Mor Real Estate, Inc., one of the
affiliated entities which filed bankruptcy. Mr. Shapira resigned as Chairman of
the Board of Phar-Mor, Inc. on September 11, 1995, the date the bankruptcies
were settled.
7
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation of the
Company's chief executive officer and each of the other four most highly
compensated executive officers of the Company at the end of the last completed
fiscal year:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation Awards
- ---------------------------------------------------------------------------------------------------------------
Other
Annual All Other
Name and Salary Bonus/1/ Compensation Options/SARs Compensation/2/
Principal Position Year ($) ($) ($) (#) ($)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Frederick H. Abrew 1996 450,000 270,000 893 0/0 21,673
- ------------------------------------------------------------------------------------------------------------------
Director, President and 1995 440,835 0 137 150,000/0
- ------------------------------------------------------------------------------------------------------------------
Chief Executive Officer 1994 347,169 0 211 60,000/0
- ------------------------------------------------------------------------------------------------------------------
John C. Gongas, Jr. 1996 207,004 115,000 0 0/0 9,365
- ------------------------------------------------------------------------------------------------------------------
Senior Vice President 1995 196,254 0 0 50,000/0
- ------------------------------------------------------------------------------------------------------------------
1994 178,504 0 0 13,500/0
- ------------------------------------------------------------------------------------------------------------------
A. Mark Abramovic 1996 200,754 77,000 0 0/0 6,394
- ------------------------------------------------------------------------------------------------------------------
Senior Vice President and 1995 172,504 0 0 50,000/0
- ------------------------------------------------------------------------------------------------------------------
Chief Financial Officer 1994 115,957 0 0 3,300/0
- ------------------------------------------------------------------------------------------------------------------
Gregory R. Spencer* 1996 156,600 95,000 0 17,400/0 5,304
- ------------------------------------------------------------------------------------------------------------------
Senior Vice President and 1995 139,000 0 0 24,000/0
- ------------------------------------------------------------------------------------------------------------------
Chief Administrative Officer 1994 30,381 0 0 0/0
- ------------------------------------------------------------------------------------------------------------------
R. Gerald Bennett** 1996 140,000 91,000 0 33,400/0 1,800
- ------------------------------------------------------------------------------------------------------------------
Senior Vice President 1995
- ------------------------------------------------------------------------------------------------------------------
1994
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
* Mr. Spencer became an executive officer of the Company on October 10, 1994.
** Mr. Bennett became an executive officer of the Company on June 1, 1996.
_____________________________
/1/ Paid under the Company's Short-Term Incentive Compensation Plan. Included
in the amount for Mr. Bennett is a $36,000 bonus paid upon commencement of
his employment with the Company.
/2/ 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); and
matching contributions to the Company's Employee Savings Plan, as follows:
<TABLE>
<CAPTION>
Term Savings Plan
Insurance Interest Contribution
--------- -------- ------------
<S> <C> <C> <C>
Frederick H. Abrew $597 $16,326 $4,750
John C. Gongas, Jr. 97 5,783 3,485
A. Mark Abramovic 64 1,580 4,750
Gregory R. Spencer 55 551 4,698
R. Gerald Bennett 0 0 1,800
</TABLE>
8
<PAGE>
OPTIONS/SAR GRANTS IN 1996
<TABLE>
<CAPTION>
Individual Grants
- ----------------------------------------------------------------------------------- Potential Realizable
Percent of Total Value at Assumed
Options/SARs Annual Rates of Stock
Granted to Exercise or Price Appreciation for a
Options/SARs Employees Base Price Expiration Ten-Year Option Term /3/
Name Granted /1/ In 1996 Per Share Date/2/ 5% 10%
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Frederick H. Abrew None
- -----------------------------------------------------------------------------------------------------------------
John C. Gongas, Jr. None
- -----------------------------------------------------------------------------------------------------------------
A. Mark Abramovic None
- -----------------------------------------------------------------------------------------------------------------
Gregory R. Spencer 17,400 13.88% $27.50 July 17, 2006 $300,150 $ 763,425
- -----------------------------------------------------------------------------------------------------------------
R. Gerald Bennett 33,400 26.63% $27.50 July 17, 2006 $576,150 $1,465,425
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
/1/ There were no SARs granted.
/2/ If Equitable Resources, Inc. meets the total shareholders' performance
criteria set, one-half of the participant's total shares are vested for each
of two years after the date of the grant. More than one-half will vest if
the Company exceeds the criteria. Stock which vests on a performance basis
may be exercised at any time prior to July 17, 2006. 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 $27.50
as of the date of grant at assumed 5% and 10% annualized rates for the term
of the grant. The actual value, if any, that an optionee may realize upon
exercise will depend on the excess of the market price of the common stock
over the option exercise price on the date the option is exercised. There is
no assurance that the actual value realized by an optionee upon the exercise
of an option will be at or near the value estimated under the model
described above.
AGGREGATED OPTION/SAR EXERCISES IN 1996
AND YEAR-END 1996 OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of Value of Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
Year End 1996/1/ Year-End 1996/2/
Shares (#) ($)
Acquired on Value ---------------- --------------------
Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Frederick H. Abrew Options 9,000 78,705 92,400/150,000 0/168,750
SARs 9,000 18,405 0/0 0/0
- ----------------------------------------------------------------------------------------------
John C. Gongas, Jr. Options 3,000 29,610 19,000/50,000 0/56,250
SARs 3,000 9,510 0/0 0/0
- ----------------------------------------------------------------------------------------------
A. Mark Abramovic Option 0 0 3,300/50,000 0/56,250
SARs 0 0 0/0 0/0
- ----------------------------------------------------------------------------------------------
Gregory R. Spencer Option 0 0 0/41,400 0/66,150
SARs 0 0 0/0 0/0
- ----------------------------------------------------------------------------------------------
R. Gerald Bennett Option 0 0 0/33,400 0/75,150
SARs 0 0 0/0 0/0
- ----------------------------------------------------------------------------------------------
</TABLE>
9
<PAGE>
/1/ One-third of the options granted in 1994 are released from restriction at
the end of each of the first three years following the date of grant.
Options granted in 1995 and 1996 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 outstanding options at the end of 1996 for the
named executive officers. The last reported sale price of the Company's
common stock on the New York Stock Exchange on December 31, 1996 was $29.75
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, 1991, and the reinvestment
of all dividends.
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
1991 1992 1993 1994 1995 1996
<S> <C> <C> <C> <C> <C> <C>
Equitable Resources Inc. $ 100 $ 127 $ 143 $ 110 $ 132 $ 131
S&P 500 Index $ 100 $ 108 $ 118 $ 120 $ 165 $ 203
Value Line Peer Group $ 100 $ 113 $ 133 $ 127 $ 175 $ 221
</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 five 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 1996 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 Supply and Logistics, Utilities, and
Energy Services business segments. 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 approximately the 50/th/ percentile and
potential total cash compensation at the 75/th/ 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 pre-established
net income goals are attained. Awards are distributed to Plan participants
based on achievement of corporate, unit, and individual performance goals
identified annually.
11
<PAGE>
. 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.
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.
Base Salaries
The executive salary structure is based upon studies prepared by independent
compensation consultants, primarily using salary surveys of 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, 9.6%; John C. Gongas, Jr., 6.0%; A. Mark Abramovic, 14.6%;
Gregory R. Spencer, 15.0%; and R. Gerald Bennett, 0% (hired in 1996). The
increases in 1996 are reflective of competitive pay practices, individual
performance and the Company's 1995 earnings. Messrs. Abramovic's and Spencer's
salary increases reflect increased organizational responsibility.
Annual Incentives
The Company's Short-Term Incentive Compensation Plan is structured so that
bonus payments are made when the Company has met pre-established Board approved
financial goals. Once the thresholds have been met, a bonus pool is funded
using a pre-established range of percentages of net income. Awards are based on
market competitive bonus targets, individual performance and the amount of
dollars funded into the bonus pool. Participants have individual performance
goals established for their position which include financial goals, strategic
initiatives, operational and organizational objectives, human resource
management goals and environmental management goals as appropriate. Individual
participant's bonuses can be adjusted based on corporate, unit and individual
performance to a maximum of 150% of target and down to a minimum of 0% ( no
award payout).
The Committee approved the method of determining the 1996 goals for the
executive officers of the Company, together with the 1996 performance measures
for the business segments. They also set and approved the maximum funding
levels for the Plan. The total annual funding of the Incentive Plan cannot
exceed 2.5% of the Company's net income.
12
<PAGE>
Mr. Abrew was given a targeted bonus amount of 65% of his base salary.
Messrs. Gongas, Abramovic, Spencer, and Bennett had annual incentive targets
ranging from 40 to 50% of their base salary. Incentive awards are capped at
100% of base salary for all plan participants.
In the event that the Company's net income does not exceed the business plan,
no annual incentive payments are made. In 1995, the Company did not meet its
business plan and, therefore, no bonuses were paid. The incentive threshold was
exceeded in 1996 and bonus payments were made according to the provisions of the
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 shareholder 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 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 1996, the Committee approved stock option awards to certain new hires
and senior level employees promoted into positions with increased
responsibility. The awards were 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 all options
under this award. These awards will vest in accordance with a formula tied to
the Company's total shareholder return over a three-year period (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 1996 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 1996. No options vested in 1996.
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,
Abramovic, Spencer, and Bennett, .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
13
<PAGE>
Pension table on page 16. Estimated benefits paid under the Split-Dollar Life
Insurance Program are shown in the Summary Compensation table on page 8.
Policy Regarding Section 162(m) of the Internal Revenue Code
In 1993, the tax laws were amended to limit the deduction a publicly-held
company is allowed for compensation paid in 1994 and thereafter to the chief
executive officer and to the four most highly compensated executive officers
other than the chief executive officer. Generally, amounts paid in excess of $1
million to a covered executive, other than performance-based compensation,
cannot be deducted. Based on current compensation levels of the executive
officers, this deductibility limit has no impact on the Company. At such time
as the Committee deems it appropriate, it will take the necessary action to
insure that the deductibility of executive compensation is maximized.
Compensation of Frederick H. Abrew, Chief Executive Officer
The basis for Mr. Abrew's 1996 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 1996:
. Completed the Company's initial phase of re-engineering efforts in 1996 and
exceeded business plan net income and earnings per share (EPS) targets.
ERI had net income earnings in excess of $59 million or $1.69 EPS. The
business plan target was $55 million or $1.57 EPS.
. The Company achieved near record operating income, maintained an "A"
corporate rating with rating agencies, and strengthened the Company's
balance sheet by lowering the cost of debt.
. Realigned the business units into three strategic business segments and
recruited the requisite management talent including several experienced
industry executives to position ERI to meet and exceed future strategic
goals and operational initiatives.
. Continued to strengthen the ERI Services business segments through
strategic acquisitions. Made corporate net income targets despite start-up
costs associated with ERI Services business segment. Continues to
effectively position the Company to meet the challenge of deregulation by
becoming a full service energy solutions provider.
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
an equitable 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
Thomas A. McConomy
James E. Rohr
Phyllis A. Savill
J. Michael Talbert
14
<PAGE>
Employment Contracts and Change-in-Control Arrangements
Frederick H. Abrew is employed under an agreement 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 at an annual salary of $493,000, subject to annual increases
at the discretion of the Board. The agreement with Mr. Abrew terminates 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 contract.
The contract provides that if the Company terminates the employment of the
executive (other than for cause) or reduces the executive's duties or
compensation (other than for good reason), the executive will be entitled to (1)
his full base salary through the date of termination at the rate in effect at
the time notice of termination was given; (2) payments equivalent to the
discounted value of the executive's annual salary then in effect for the
duration of the contract; (3) an amount of cash equal to the value of any
outstanding stock options and stock appreciation rights, which value is
determined from the closing price as reported on the New York Stock Exchange on
the date of termination; (4) payment of all legal fees and expenses which the
executive may incur as a result of the Company's contesting the validity or
enforceability of the employment contract; (5) the continuation of employee
benefits for the term of the agreement; and (6) all benefits payable under the
Company's Pension Plan for Salaried Employees.
Messrs. Abramovic and Spencer have entered into agreements with the Company
under which they will each receive, in addition to payments under the Company's
normal severance pay plan, severance equal to twelve (12) months of their
respective base salaries if their employment is terminated by the Company other
than for good cause or if they resign after receiving a demotion and/or
reduction in salary.
The Committee approved Change-in-Control agreements for executive officers in
1995 and 1996. 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,
Abramovic, Spencer and Bennett 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
15
<PAGE>
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 $ 35,259 $ 47,011 $ 58,764 $ 70,517 $ 82,270 $ 94,023
200,000 47,784 63,711 79,639 95,567 111,495 127,423
250,000 60,309 80,411 100,514 120,617 140,720 160,823
300,000 72,834 97,111 121,389 145,667 169,945 194,223
350,000 85,359 113,811 142,264 170,717 199,170 227,623
400,000 97,884 130,511 163,139 195,767 228,395 261,023
450,000 110,409 147,211 184,014 220,817 257,620 294,423
500,000 122,934 163,911 204,889 245,867 286,845 327,823
550,000 135,459 180,611 225,764 270,917 316,070 361,223
</TABLE>
In addition to base salary, compensation for executive officers includes
bonuses paid under the Company's Short-Term Incentive Compensation Plan. The
pension amounts attributable to such bonuses are funded through the Supplemental
Executive Retirement Plan.
The credited years of service as of December 31, 1996 for the persons named
in the Summary Compensation Table were as follows: Mr. Abrew, 16 years; Mr.
Gongas, 32 years; Mr. Abramovic, 3 years; Mr. Spencer, 2 years; and Mr. Bennett,
one-half year.
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.
Effective January 1, 1997, the Company adopted a revised pension program for
salaried employees. Most salaried employees, including all executive officers,
will participate in a defined contribution plan pursuant to which the Company
will contribute an amount equal to a percentage of each employee's base salary
to an individual investment account for such employee. Benefits earned under
the defined benefit plan through December 31, 1996 will, at each employee's
option, either be contributed in lump sum form to such employee's individual
investment account or be used to buy an individual annuity payable upon
retirement to such employee.
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 1997. Ernst & Young, and its predecessor,
have acted as auditors for the Company since 1950. Although shareholder
approval is not required for the appointment of auditors, the Board of Directors
believes shareholders should participate through
16
<PAGE>
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.
1998 SHAREHOLDER PROPOSALS
To be eligible for inclusion in the Company's proxy statement, shareholder
proposals for the 1998 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, 1997.
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
A Summary Annual Report of the Company to shareholders, and a Form 10-K
containing financial statements for the year ended December 31, 1996, have
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, 1997
17
<PAGE>
Equitable Resources, Inc.
[LOGO of ERI] 420 Boulevard of the Allies
Pittsburgh, PA 15219
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
Frederick H. Abrew, Johanna G. O'Loughlin, and Audrey C. Moeller are, and each
of them is, hereby appointed as proxies of the undersigned to vote all shares
which the undersigned is entitled to vote at the Annual Meeting of Shareholders
of the Company to be held on Friday, May 23, 1997, at 10 a.m., in the Union
Trust Building at Two Mellon Bank Center, 501 Grant Street, Pittsburgh,
Pennsylvania, and at any adjournment of such meeting. Where a vote is not
specified, the proxies will vote the shares represented by this Proxy FOR the
election of directors and FOR Item 2 and will vote in their discretion on such
other matters that may properly come before the meeting.
A vote FOR the election of nominees listed on the reverse side includes
discretionary authority to cumulate votes selectively among the nominees as to
whom authority to vote has not been withheld and to vote for the substitution if
any nominee becomes unavailable for election for any reason.
This Proxy is solicited on behalf of the Board of Directors of the Company and
may be revoked prior to its exercise. The Board of Directors recommends votes
FOR the election of all nominees for director and FOR Item 2.
Please Sign and Date on the Reverse Side and
Return the Proxy Card Promptly Using the Enclosed Envelope.
FOLD AND DETACH HERE
FOLD AND DETACH HERE
Ticket Request
If you plan to attend the Annual Meeting of Shareholders at 10 a.m. on Friday,
May 23, 1997, to be held in the Union Trust Building, Two Mellon Bank Center --
10th Floor, 501 Grant Street, Pittsburgh, Pennsylvania, 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
---------------------------------------------------------------------
Please Print
Address
---------------------------------------------------------------------
---------------------------------------------------------------------
City, State Zip Code
---------------------------------------------- ----------
<PAGE>
Please mark
your votes as |\/|
indicated in |/\|
this example
The Board of Directors recommends a vote FOR Item 1 and Item 2.
Mark only ONE box for each item listed below.
1. Election of Directors
FOR all WITHHOLD
nominees AUTHORITY
listed (except to vote for
as indicated) all nominees
[ ] [ ]
Nominees: E. Lawrence Keyes, Jr., Thomas A. McConomy and
Malcolm M. Prine
Instruction: To withhold authority to vote for any individual nominee,
write that nominee's name on the line provided below
- ------------------------------------------------------------------------
2. Ratify Appointment of
Ernst & Young LLP
as Auditors
For Against Abstain
[ ] [ ] [ ]
Dated: , 1997
--------------------------------
- --------------------------------------------
- --------------------------------------------
Signature(s) of Shareholder(s)
Sign exactly as your name(s) appears hereon.
Executors, administrators, trustees, etc.,
should give full title as such. If the signer
is a corporation, please sign full corporate
name by a duly authorized officer.
FOLD AND DETACH HERE
FOLD AND DETACH HERE
Equitable Resources, Inc.
[LOGO of ERI] 420 Boulevard of the Allies
Pittsburgh, PA 15219
Dear Shareholder:
The 1997 Annual Meeting of Shareholders of Equitable Resources, Inc. will
be held Friday, May 23, 1997, at 10 a.m., Eastern Daylight Time, in the Union
Trust Building at Two Mellon Bank Center, 501 Grant Street, Pittsburgh,
Pennsylvania. 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
