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As filed with the Securities and Exchange Commission on July 23, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EQUITABLE RESOURCES, INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 25-0464690
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
420 BOULEVARD OF THE ALLIES
PITTSBURGH, PENNSYLVANIA 15219
(412) 261-3000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
JOHANNA G. O'LOUGHLIN, ESQUIRE
VICE PRESIDENT AND GENERAL COUNSEL
EQUITABLE RESOURCES, INC.
420 BOULEVARD OF THE ALLIES
PITTSBURGH, PENNSYLVANIA 15219
(412) 261-3000
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
Approximate date of commencement of the proposed sale of the
securities to the public: From time to time after the effective date of this
Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this Form are being offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this form is a post effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS AMOUNT TO PROPOSED PROPOSED AMOUNT OF
OF SECURITIES TO BE BE MAXIMUM MAXIMUM REGISTRATION
REGISTERED REGISTERED OFFERING PRICE AGGREGATE PRICE FEE
PER SHARE (1) (1)
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COMMON STOCK, 2,091,407(3) $28.25(4) $59,082,247.75 $17,903.71
WITHOUT PAR VALUE (2)
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(1) Estimated solely for the purpose of calculating the registration
fee.
(2) This Registration Statement also relates to (i) the Rights to
Purchase Series One Participating Preferred Stock (the "Series
One Preferred Stock") of the registrant associated with the shares
of Common Stock, without par value, of the registrant being
registered hereby and (ii) such Series One Preferred Stock. Until
the occurrence of certain prescribed events the Rights are not
exercisable, are evidenced by the certificates for the Common Stock
and will be transferred along with and only with such securities.
Thereafter, separate Rights certificates will be issued
representing one Right for each share of Common Stock held, subject
to adjustment pursuant to antidilution provisions.
(3) Plus such indeterminate number of additional securities as may
be issuable as a dividend or other distribution with respect to,
or in exchange for or in replacement of, such shares of Common
Stock.
(4) Calculated in accordance with Rule 457(c) under the Securities
Act based upon the average of the high and low price of the
Common Stock on July 17, 1997 as quoted on the New York Stock
Exchange Composite Tape.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
PROSPECTUS
EQUITABLE RESOURCES, INC.
2,091,407 SHARES OF COMMON STOCK
(WITHOUT PAR VALUE)
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This Prospectus relates to 2,091,407 shares (the "Shares") of Common
Stock, without par value ("Common Stock"), of Equitable Resources, Inc. (the
"Company") issued in connection with the Company's acquisition of Northeast
Energy services, Inc. ("NORESCO") pursuant to a merger of ERI Acquisitions,
Inc., a wholly owned subsidiary of the Company, with and into NORESCO (the
"Merger"), which may be offered by the selling shareholders named herein or
their respective pledgees, donees, transferees or other successors in interest
(individually, the "Selling Shareholder" or in the aggregate, the "Selling
Shareholders") from time to time. The Company will receive no part of the
proceeds from sales of the Shares offered hereby. The Shares are listed on the
New York Stock Exchange ("NYSE") and the Philadelphia Stock Exchange ("PSE")
under the trading symbol "EQT." On July __, 1997, the closing price of the
Company's Common Stock on the NYSE was $__ per share.
The Shares may be offered for sale from time to time by the Selling
Shareholders, or by certain other persons who are named in an amendment or
supplement to this Prospectus, in one or more transactions described herein on
the NYSE, the PSE or any other securities exchange on which the Common Stock is
traded, in the over-the-counter market, in one or more private transactions or
in a combination of such methods of sale, at prices and on terms then
prevailing, at prices related to such prices or at negotiated prices. See "Plan
of Distribution." The price at which any of the shares of Common Stock may be
sold, and the commissions, if any paid in connection with any such sale, may
vary from transaction to transaction. It is understood that the Securities and
Exchange Commission (the "Commission") may take the view that, under certain
circumstances, persons effecting resales of Common Stock purchased and dealers
or brokers handling such transactions may be deemed (such persons not so
conceding) to be "underwriters" within the meaning of the Securities Act of
1933, and the rules and regulations promulgated thereunder (the "Securities
Act"), with respect to such sales.
The Company will bear all expenses up to $50,000 incurred in
connection with the offering of the Shares pursuant to this Prospectus, except
the Selling Shareholders will pay any underwriting discounts and commissions,
and transfer taxes incurred in connection therewith.
------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
------------------
The date of this Prospectus is July , 1997.
<PAGE>
AVAILABLE INFORMATION
The Company 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 statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549; 7 World Trade Center, New York, New York
10048; and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60606. Copies of such materials can be obtained from the Public
Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Such material can also be inspected
at the offices of the NYSE, 20 Broad Street, New York, New York 10005 and at the
offices of the PSE, 1900 Market Street, Philadelphia, Pennsylvania 19103, on
which exchanges the Company's Common Stock is listed. The Commission maintains
an internet site that contains reports, proxy statements and other information
filed electronically by the Company with the Commission which can be accessed at
http://www.sec.gov.
This Prospectus constitutes a part of a Registration Statement filed
by the Company with the Commission under the Securities Act of 1933, as amended
(the "Securities Act"). This Prospectus omits certain of the information
contained in the Registration Statement, and reference is hereby made to the
Registration Statement and to the exhibits thereto for further information with
respect to the Company and the Common Stock offered hereby. Any statements
contained herein concerning the provisions of any document are not necessarily
complete, and, in each instance, reference is made to such copy filed as an
exhibit to the Registration Statement or otherwise filed with the Commission.
Each such statement is qualified in its entirety by such reference. The
Registration Statement and the exhibits thereto may be inspected without charge
at the office of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and copies thereof may be obtained from the Commission
at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated in and made a part of this Prospectus by reference: (i) the
Company's Annual Report on Form 10-K for the year ended December 31, 1996; (ii)
the Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
1997, and (iii) the Company's Current Reports on Form 8-K dated February 20,
1997, May 19, 1997 and July 21, 1997.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
termination of the offering of the Shares made hereby shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
Any person receiving a copy of this Prospectus may obtain, without
charge, upon written or oral request, a copy of any of the documents
incorporated by reference herein, except for the exhibits to such documents
(other than the exhibits expressly incorporated in such documents by reference).
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
The Company is a diversified energy company. The principal executive
office of the Company is located at 420 Boulevard of the Allies, Pittsburgh,
Pennsylvania 15219 (Telephone: (412) 261-3000). As used herein, the term the
"Company" includes the Company's consolidated subsidiaries unless the context
requires otherwise. The Company's business is comprised of three segments:
supply and logistics, utilities and energy services.
SUPPLY AND LOGISTICS
ERI Supply & Logistics is comprised of natural gas and oil
exploration and production, and logistical functions including natural gas
storage, intrastate transmission services, physical and financial trading and
electric power services. This segment's objective is to aggregate and deliver
all types of energy in the most cost effective manner.
EXPLORATION AND PRODUCTION
Exploration and production activities are conducted by the Company's
wholly owned subsidiary, Equitable Resources Energy Company ("EREC"). EREC's
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. The exploration and production segment also owns an interest
in two natural gas liquids plants in Texas. The Company's proved natural gas
reserves were 849 billion cubic feet and proved oil reserves were 19.5 million
barrels at December 31, 1996, of which 732 billion cubic feet and 18.5 million
barrels were proved developed reserves. Substantially all of the Company's
reserves are located in the United States.
LOGISTICS
The Company's logistical activities are conducted by Equitable
Storage Company, by Louisiana Intrastate Gas Company LLC, by a division of ERI
Services Inc. and by Equitable Power Services Company. These activities include
marketing of natural gas and electricity, extraction and sale of natural gas
liquids and intrastate transportation. This segment operates nationwide as a
full service natural gas marketing and supply company providing a full range of
energy services, including monthly "spot" and longer-term contracts, peak
shaving, and transportation arrangements. In Louisiana, Louisiana Intrastate Gas
Company LLC provides intrastate transportation of gas and extracts and markets
natural gas liquids, and Equitable Storage Company provides underground gas
storage services. Equitable Power Services Company and ERI Services, Inc. have
been granted Federal Energy Regulatory Commission ("FERC") certificates for
electricity wholesaling.
UTILITIES
ERI Utilities comprises the Company's regulated businesses,
principally natural gas distribution and transmission. This segment's objective
is to maximize earnings within regulatory constraints via improved efficiencies
and reduced costs.
NATURAL GAS DISTRIBUTION
Natural gas distribution activities comprise the operations of
Equitable Gas Company ("Equitable Gas"), the Company's state-regulated local
distribution company. Equitable Gas is regulated by state public utility
commissions in Pennsylvania, West Virginia and Kentucky and is engaged in the
purchase, distribution, marketing and transportation of natural gas. Equitable
Gas serves more than 266,000 industrial, commercial and residential customers
located principally in the city of Pittsburgh and surrounding municipalities in
southwestern Pennsylvania as well as a few municipalities in northern West
Virginia and eastern Kentucky.
NATURAL GAS TRANSMISSION
Natural gas transmission activities are conducted by three FERC
regulated gas pipelines: Kentucky West Virginia Gas Company, L.L.C. ("Kentucky
West"), Equitrans, L.P., and Nora Transmission Company ("Nora"). Their
activities include gas transportation, gathering, storage and marketing.
Kentucky West is an open access natural gas pipeline company which provides
transportation service to Equitable Gas, EREC and industrial end-users. Marketed
gas sales are to ERI Supply & Logistics and nonaffiliated customers. Kentucky
West's pipelines are not physically connected with those of Equitrans, L.P. or
Equitable Gas and deliveries are made to Columbia Gas Transmission Corporation,
a nonaffiliate, which in turn delivers like quantities to Equitrans, L.P. or
Equitable Gas and deliveries are made to Columbia Gas Transmission Corporation,
a nonaffiliate, which in turn delivers like quantities to Equitrans, L.P. in
West Virginia and Pennsylvania under a Transportation and Exchange Agreement.
Equitrans, L.P. has production, storage and transmission facilities in
Pennsylvania and West Virginia. Equitrans, L.P. provides transportation service
for Equitable Gas and nonaffiliates including customers in off-systems markets.
Storage services are provided for Equitable Gas and nine nonaffiliated
customers. Nora transports the gas produced in Virginia and Kentucky by ERI
Supply & Logistics.
ENERGY SERVICES
ERI Services is the Company's most recently formed business segment
and is comprised of merchant services and resource management. This segment's
objective is to be a premier marketer of innovative energy solutions.
MERCHANT SERVICES
Merchant services involves the delivery of energy to large and
middle market energy consumers. Commodity procurement, billing, collections and
customer service are all part of the package offered by the segment.
RESOURCE MANAGEMENT
Resource management focuses on energy consulting and engineering
services. This segment offers total energy solutions to its clients, including
energy use analysis, customized energy systems, facilities management, energy
procurement, risk management services and financing solutions.
THE ACQUISITION
On July 16, 1997 (the "Closing Date"), the Company acquired NORESCO
pursuant to an Agreement and Plan of Merger dated as of May 16, 1997 among the
Company; ERI Acquisitions, Inc.; NORESCO; and George P. Sakellaris, Arthur P.
Sakellaris, The George Sakellaris Education Trust 1997 and Massachusetts Capital
Resource Company (the "Shareholders") (the "Merger Agreement"). In connection
with the Merger Agreement, ERI Acquisitions, Inc., a wholly owned subsidiary of
the Company, merged with and into NORESCO (the "Merger"). Pursuant to the
Merger, each share of NORESCO Common Stock, par value $0.01 per share, was
converted into the right to receive 0.294 shares of the Company's Common Stock,
or at the option of the holder, and subject to certain limitations, $8.66 in
cash. Following the Merger, NORESCO continues to operate as a subsidiary of the
Company.
In connection with the Merger Agreement, the Company and the
Shareholders entered into a Registration Rights Agreement dated as of July 15,
1997 (the "Registration Rights Agreement"). Pursuant to the Registration Rights
Agreement, the Shareholders and certain other persons to whom rights may be
transferred under the Registration Rights Agreement are entitled to certain
registration rights with respect to the shares of Common Stock issued pursuant
to the Merger and any other shares of the Company issued as a dividend or other
distribution with respect to, or in exchange for or in replacement of, such
shares.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of
the Shares by the Selling Shareholders. All proceeds from the sale of Common
Stock offered hereby will be for the account of the Selling Shareholders, as
described below.
SELLING SHAREHOLDERS
The following table sets forth certain information as of the date of
this Prospectus with respect to shares of Common Stock owned by the Selling
Shareholders which are covered by this Prospectus, including the name of each of
the Selling Shareholders, the nature of any position, office or other material
relationship that such Selling Shareholder has had within the past three years
with the Company or an affiliate of the Company and the number of shares of
Common Stock which each such Selling Shareholder owned as of the Closing Date.
The number of Shares offered pursuant to this Prospectus for the account of each
Selling Shareholder equals the total number of Shares owned by such Selling
Shareholder as of the date of this Prospectus.
NUMBER OF SHARES OF
NUMBER OF SHARES OWNED COMMON STOCK WHICH MAY
NAME OF SELLING SHAREHOLDER AS OF THE CLOSING DATE BE SOLD PURSUANT TO
THE PROSPECTUS
George P. Sakellaris(1)(2) 1,736,164 1,736,164
Arthur Sakellaris 67,085 67,085
The George Sakellaris
Education Trust 1997 23,523 23,523
Massachusetts Capital 264,635 264,635
Resource Company
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(1) Mr. Sakellaris is the Chief Operating Officer of ERI Services,
Inc., a subsidiary of the Company and is a member of the Board of
Directors of ERI Services, Inc.. Mr. Sakellaris is and for more than the
past three years has been the President and a member of the Board of
Directors of NORESCO.
(2) Mr. Sakellaris is a party to an agreement with Michael Castonguay
pursuant to which Mr. Castonguay has the option to purchase up to
187,838 Shares from Mr. Sakellaris. This Prospectus covers sales by
Mr. Castonguay of any or all Shares acquired by him from
Mr. Sakellaris pursuant to such option; in such event Mr. Castonguay
will be considered as a Selling Shareholder hereunder.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 80,000,000
shares of Common Stock, without par value, of which, as of the date of this
Prospectus, approximately 35,500,000 shares are issued and outstanding, and
3,000,000 shares of preferred stock, without par value (the "Preferred Stock"),
which may be issued in one or more series, with such designations, preferences,
limitations, voting rights, conversion privileges and other relative rights and
terms as shall be set forth in resolutions adopted by the Board of Directors
providing for the issuance thereof. No Preferred Stock is currently issued and
outstanding.
The following description of the Common Stock and Preferred Stock is
summarized from the relevant provisions of the Restated Articles of the Company,
as amended (the "Articles"). For a complete statement of such provisions,
reference is made to the Articles, which are filed as an Exhibit to the
Registration Statement of which this Prospectus is a part. Whenever particular
provisions of the Articles or terms defined therein are referred to, such
provisions or definitions are incorporated by reference as a part of the
statements made, and such statements are qualified in their entirety by such
reference.
VOTING RIGHTS AND OTHER TERMS OF COMMON STOCK
The Articles provide that, except in the event that Preferred Stock
with voting rights is issued, the holders of Common Stock have exclusive voting
rights for the election of Directors and for all other purposes and are entitled
to one vote for each share held. In all elections for Directors, every
shareholder entitled to vote has cumulative voting rights, and such rights
cannot be changed with respect to any class of stock without the vote or written
consent of the holders of at least two-thirds of the number of shares of such
class of stock then outstanding. The Articles do not provide for any conversion
rights, sinking fund provisions, redemption provisions, liquidation rights or
restrictions on alienability with respect to the Common Stock.
PREFERRED STOCK
The authorized shares of Preferred Stock are issuable without
further shareholder approval, in one or more series as determined by the Board
of Directors, with such voting rights, liquidation preferences, redemption
rights, conversion rights and other rights as specified by the Board of
Directors. All or some of the rights may be senior to the Common Stock and could
create some preferences in favor of such holders over the holders of the Common
Stock, without the approval of the shareholders. Issuance of Preferred Stock,
however, may be subject to certain rules of the NYSE and the PSE.
CERTAIN PROVISIONS OF THE ARTICLES
The Articles provide that a "Business Combination" involving a
"Related Person" (as those terms are defined in the Articles) must satisfy
certain minimum price and procedural requirements, unless approved by holders of
at least 80% of the stock entitled to vote in an annual election of Directors or
by a two-thirds vote of the "Continuing Directors" (as defined in the Articles)
who are unaffiliated with the Related Person. A shareholder vote of at least 80%
of the voting power of all shares entitled to vote is required in order to
amend, alter, change or repeal, or adopt any provisions inconsistent with, the
above described provisions of the Articles.
The Articles provide that the number of Directors constituting the
whole Board of Directors shall not be less than five nor more than twelve, as
fixed from time to time by resolution of the Board of Directors. The Articles
classify the Board of Directors into three classes as nearly equal in number as
possible with staggered three-year terms of office. Such classification of the
Board of Directors dilutes the benefit of the cumulative voting rights for the
election of Directors by decreasing the number of Directors to be elected
annually. Any Director, any class of Directors or the entire Board may be
removed without cause by the affirmative vote of at least 80% of all shares
entitled to vote at an annual election of Directors; provided, however, that no
individual Director may be removed without cause (unless the entire Board of
Directors or any class of Directors is removed) if the vote cast against such
removal would be sufficient, if voted cumulatively for such Director, to elect
him or her to the class of Directors of which he or she is a member. A vacancy
on the Board is filled by a majority vote of the remaining Directors then in
office. However, if the vacancy resulted from removal from office by a vote of
the shareholders, then such vacancy may be filled by the shareholders at the
same meeting at which such removal occurs. All Directors elected to fill
vacancies hold office for a term expiring at the annual meeting of shareholders
at which the term of the class to which they have been elected expires. The
foregoing provisions do not apply to any Director elected by holders of
Preferred Stock having the right, voting separately as a class, to elect
Directors.
With certain exceptions, the Articles require the holders of at
least 80% of the voting power of the stock entitled to vote at an annual
election of Directors to amend or repeal amendments to the Articles or By-Laws
not previously approved by a two-thirds vote of the whole Board of Directors.
However, if such an amendment to the Articles or By-Laws has been approved by a
two-thirds vote of the whole Board of Directors, then the affirmative vote of
not less than the majority of the votes which all shareholders are entitled to
cast thereon is required to effectuate the amendment.
SPECIAL VOTE REQUIRED FOR CERTAIN BUSINESS COMBINATIONS
The Company is subject to provisions of the Pennsylvania Business
Corporation Law of 1988, as amended (the "PBCL") regarding business
combinations. The PBCL prohibits certain business combinations (as defined in
the PBCL) involving a Pennsylvania corporation that has shares registered under
the Exchange Act and an "interested shareholder" unless one of five conditions
is satisfied or an exception is found. An "interested shareholder" is generally
defined to include a person who beneficially owns shares entitled to cast at
least 20% of the votes, and a person who is an affiliate or associate of the
corporation and at any time within three years prior to the date in question
owned shares entitled to cast at least 20% of the votes, that all shareholders
would be entitled to cast in an election of Directors of the corporation.
In general, a corporation can effect a business combination
involving an interested shareholder under the PBCL if one of the following five
conditions is satisfied: (i) prior to the date on which the person becomes an
interested shareholder, the Board of Directors approves the business combination
or the purchase of shares that causes the person to become an interested
shareholder; (ii) the business combination is approved by an affirmative vote of
the holders of all outstanding common shares; (iii) the business combination is
approved by the disinterested shareholders entitled to cast a majority of all
votes shareholders would be entitled to vote at an election of Directors at a
meeting called at least five years after the date the person becomes an
interested shareholder; (iv) the interested shareholder holds shares entitled to
cast 80% or more of the votes that all shareholders would be entitled to cast in
an election of Directors and the business combination is approved by the
disinterested shareholders entitled to cast a majority of the votes that all
shareholders would be entitled to cast in an election of Directors at a meeting
held at least three months after the interested shareholder acquired such 80%
interest, provided that the fair price and procedural requirements set forth in
the PBCL are satisfied; or (v) the business combination is approved by the
shareholders at a meeting called at least five years after the date the person
becomes an interested shareholder, provided that the fair price and procedural
requirements set forth in the PBCL are satisfied.
MERGER OR CONSOLIDATION WITHOUT SHAREHOLDER APPROVAL
Under the PBCL, no approval of the shareholders of a corporation is
required in respect of a plan of merger or consolidation involving that
corporation if (i) the surviving or new corporation is a Pennsylvania
corporation whose articles of incorporation are identical to the articles of the
corporation (except changes that can be made without shareholder approval), each
share is to continue as or be converted into an identical share of the surviving
corporation and the shareholders of the corporation will hold in the aggregate
shares in the surviving or new corporation entitled to cast at least a majority
of the votes entitled to vote at an election of Directors; (ii) another
corporation that is a party to the merger or consolidation directly or
indirectly owns 80% or more of the shares of each class of the corporation; or
(iii) no shares of the constituent corporation have been issued prior to the
merger or consolidation.
RESTRICTIONS ON PAYMENT OF DIVIDENDS
Dividends may be declared by the Board of Directors and paid on
Common Stock in accordance with the provisions of the PBCL and subject to any
restrictions imposed by any series of Preferred Stock that may be authorized by
the Board of Directors in the future.
The Company's right to declare or pay dividends and make certain
other distributions on, and to purchase shares of, Common Stock is limited by
provisions contained in the Company's 7 1/2% Debentures due 1999 and 9.9%
Debentures due 2013.
PREEMPTIVE RIGHTS
The holders of Common Stock have preemptive rights with respect to
any offering by the Company of new or additional shares of Common Stock, or any
security convertible into Common Stock, for money, other than (i) by a public
offering of all of such shares or offering of all of such shares to or through
underwriters or investment bankers who shall have agreed promptly to make a
public offering of such shares, or (ii) pursuant to any employee compensation,
incentive or other benefit program adopted by the Board. The Board of Directors
may limit the time within which such preemptive rights may be exercised. These
provisions cannot be changed without the vote or written consent of the holders
of at least two-thirds of the outstanding shares of Common Stock.
CHANGE OF CONTROL
The Company's Articles contain certain provisions that could make
more difficult a change in control of the Company not having approval of the
Board of Directors. Such provisions include the ability of the Board to issue
blank check Preferred Stock, the staggered classes of the Board of Directors and
the 80% shareholder vote required to remove Directors or amend the Articles and
By-Laws. In addition, the Company is subject to the PBCL provisions discussed
above relating to business combinations and interested shareholders.
In addition, the Company has entered into a Rights Agreement, dated
as of April 1, 1996 between the Company and Chemical Mellon Shareholder
Services, L.L.C. (the "Rights Plan"). Under the Rights Plan, holders of shares
of the Company's Common Stock outstanding on the close of business on April 1,
1996 and of each share issued thereafter and prior to the Distribution Date (as
hereinafter defined) were granted the right (a "Right") for each share of such
Common Stock to purchase one-one hundredth (1/100) of a share of a new series of
Preferred Stock at a price (subject to adjustment) of $145 per one-hundredth
share (the "Purchase Price"). Upon the occurrence of a Trigger Event (as
hereinafter defined) the Right becomes the right to purchase at the Purchase
Price (as adjusted) the number of shares of Common Stock of the Company (or in a
case of a merger of the Company into, or sale of substantially all of its assets
to, another entity the shares of the other entity into which such shares of
Common Stock were converted or exchanged) equal to the Purchase Price divided by
50% of the then market value of the Common Stock. In effect, the issuance of the
Right gives each holder of the Company's Common Stock (other than any Acquiring
Person (as hereinafter defined) or Affiliate or Associate thereof) the right to
purchase Common Stock having a market value of $290 for $145, causing a large
dilutive effect.
Until the Distribution Date, the Rights are not represented by
separate certificates and trade with the related shares of Common Stock. On the
date (the "Distribution Date") which is the earlier of (1) the close of business
on the tenth day after the first date of a public announcement by the Company or
a third person that such third person has become an Acquiring Person or (2) the
close of business on the tenth day after the date on which a tender or exchange
offer has been commenced, or the first public announcement of the intent by a
person to commence such an offer, to acquire sufficient shares of the Company's
Common Stock to become an Acquiring Person, certificates representing the Rights
shall be issued and the Rights shall become transferable separately from the
underlying shares of Common Stock. In the event that any person, alone or
together with its Affiliates and Associates, becomes a 15% shareholder (an
"Acquiring Person") or an Acquiring Person or any Associate or Affiliate of any
Acquiring Person shall merge into or otherwise combine with the Company and the
Company shall continue as the surviving corporation or, following a person
becoming an Acquiring Person, the Company shall consolidate with or merge with
and into another person or shall sell more than 50% of its assets or earning
power to another person, such event shall constitute a "Trigger Event" which
triggers the right to purchase the Company's Common Stock described above.
The Board of Directors may at its option at any time prior to the
Distribution Date redeem the Rights at a redemption price of $.01 per Right,
provided that if this option is exercised after a person becomes an Acquiring
Person or after the date of a change in a majority of the Directors in office as
a result of a proxy solicitation, such redemption must be authorized by a
majority of Disinterested Directors.
PLAN OF DISTRIBUTION
The Selling Shareholders may offer Shares from time to time
depending on market conditions and other factors, in one or more transactions on
the NYSE or other securities exchanges on which the Shares are traded, in the
over-the-counter market or otherwise, at market prices prevailing at the time of
sale, at negotiated prices or at fixed prices. The Shares may be offered in any
manner permitted by law, including through underwriters, brokers, dealers or
agents, and directly to one or more purchasers. Sales of Shares may involve (i)
sales to underwriters who will acquire Shares for their own account and resell
them in one or more transactions at fixed prices or at varying prices determined
at the time of sale, (ii) block transactions in which the broker or dealer so
engaged will attempt to sell the Shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction, (iii) purchases
by a broker or dealer as principal and resale by such broker or dealer for its
account, (iv) an exchange distribution in accordance with the rules of any such
exchange, and (v) ordinary brokerage transactions and transactions in which a
broker solicits purchasers. Brokers and dealers may receive compensation in the
form of underwriting discounts, concessions or commissions from the Selling
Shareholders and/or purchasers of Shares for whom they may act as agent (which
compensation may be in excess of customary commissions). The Selling
Shareholders and any broker or dealer that participates in the distribution of
Shares may be deemed to be underwriters and any commissions received by them and
any profit on the resale of Shares positioned by a broker or dealer may be
deemed to be underwriting discounts and commissions under the Securities Act. In
the event a Selling Shareholder engages an underwriter in connection with the
sale of the Shares, to the extent required, a Prospectus Supplement will be
distributed, which will set forth the number of Shares being offered and the
terms of the offering, including the names of the underwriters, any discounts,
commissions and other items constituting compensation to underwriters, dealers
or agents, the public offering price and any discounts, commissions or
concessions allowed or reallowed or paid by underwriters to dealers.
In connection with distributions of the Common Stock or otherwise,
the Selling Shareholders may enter into hedging transactions with broker-dealers
or other financial institutions. In connection with such transactions,
broker-dealers or other financial institutions may engage in short sales of
Common Stock in the course of hedging the positions they assume with the Selling
Shareholders. The Selling Shareholders may also sell Common Stock short and
redeliver the Shares to close out such short positions. The Selling Shareholders
may also enter into option or other transactions with broker-dealers or other
financial institutions which require the delivery to such broker-dealer or other
financial institution of the Common Stock offered hereby, which Common Stock
such broker-dealer or other financial institution may resell pursuant to this
Prospectus (as supplemented or amended, to the extent required, to reflect such
transaction). The Selling Shareholders may also pledge the Shares registered
hereunder to a broker-dealer or other financial institution and, upon a default,
such broker-dealer or other financial institution may effect sales of the
pledged Common Stock pursuant to this Prospectus (as supplemented or amended, to
the extent required, to reflect such transaction).
In addition, the Selling Shareholders may from time to time sell
Shares in transactions under Rule 144 under the Securities Act.
Pursuant to the Registration Rights Agreement, the Company will pay
the following expenses, up to $50,000, in connection with registration of the
Shares: (i) all registration and filing fees required to be paid to the
Commission, the NYSE or the PSE (or any other stock exchange or market) and the
National Association of Securities Dealers, Inc., (ii) all fees and expenses
incurred in complying with state securities laws, (iii) all printing, messenger
and delivery expenses, and (iv) fees and disbursements of the Company's counsel
and independent auditors and, up to $5,000, of counsel for the Selling
Shareholders. The Company shall not, however, pay any underwriters' commission
or discounts relating to the sale of the Shares. The Selling Shareholders and
the Company have agreed to indemnify each other against certain civil
liabilities, including certain liabilities under the Securities Act.
LEGAL MATTERS
Certain legal matters in connection with the validity of the Shares
offered hereby have been passed upon for the Company by Johanna G. O'Loughlin,
Esq., Vice President and General Counsel of the Company. As of the date of this
Prospectus, Ms. O'Loughlin held 345 shares of Common Stock and options to
purchase 4,000 shares of Common Stock.
EXPERTS
The consolidated financial statements and schedule of the Company
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 said firm as
experts in accounting and auditing. Audited financial statements to be included
in subsequently filed documents will be incorporated herein in reliance upon the
reports of Ernst & Young LLP, independent auditors, or such other auditing firm
which may have audited such financial statements (to the extent covered by
consents filed with the Securities and Exchange Commission), and upon the
authority of said firm as experts in auditing and accounting.
CERTAIN FORWARD-LOOKING STATEMENTS
From time to time, the Company may communicate in oral or written
form forward-looking statements related to such matters as anticipated financial
performance, business prospects, capital projects, new products, and operational
matters. The Company notes that a variety of factors could cause the Company's
actual results to differ materially from the anticipated results or other
expectations expressed in the Company's forward-looking statements. The risks
and uncertainties that may affect the operations, performance, development and
results of the Company's business include, but are not limited to, the
following: weather conditions, the pace of deregulation of retail natural gas
and electricity markets, the timing and extent of changes in commodity prices
for gas and oil, changes in interest rates, the extent of the Company's success
in acquiring gas and oil properties and in discovering, developing and producing
reserves and the impact of competitive factors on profit margins in various
markets in which the Company competes.
<PAGE>
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NO 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. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES OFFERED
BY THIS PROSPECTUS OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY
SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS
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 OF THIS PROSPECTUS OR THAT
THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE
DATE HEREOF.
TABLE OF CONTENTS
PAGE
Available Information........................... 1
Incorporation of Certain Documents by Reference... 1
The Company............... 1
The Acquisition.................... 4
Use of Proceeds................... 4
Selling Shareholders............... 5
Description of Capital Stock....... 5
Plan of Distribution............... 8
Legal Matters...................... 9
Experts............................ 9
Certain Forward-Looking Statements. 9
==============================================================================
2,091,407 SHARES
EQUITABLE RESOURCES, INC.
COMMON STOCK
----------------
PROSPECTUS
----------------
JULY , 1997
==============================================================================
<PAGE>
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Estimated expenses of the Registrant in connection with the issuance and
distribution of the Registrant's Common Stock are as follows:
Securities and Exchange Commission
registration fee $ 17,903.71
Accounting fees and expenses $ 5,000.00
Legal fees and expenses $ 5,000.00
Other $
Total Expenses $ 27,903.71
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 1741 and 1742 of the Pennsylvania Business Corporation Law
(the "PBCL") provide that a business corporation shall have the power to
indemnify any person who was or is a party, or is threatened to be made a party,
to any proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
director or officer of another corporation or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such
proceeding, if such person acted in good faith in a manner he reasonably
believed to be in, or not opposed to, the best interests of the corporation,
and, with respect to any criminal proceeding, had no reasonable cause to believe
his conduct unlawful. In the case of an action by or in the right of the
corporation, such indemnification excludes judgments, fines and amounts paid in
settlement with respect to such action, and no indemnification shall be made for
expenses in respect of any claim, issue or matter as to which such person has
been adjudged to be liable to the corporation unless, and only to the extent
that, a court determines upon application that, despite the adjudication of
liability but in view of all the circumstances, such person is fairly and
reasonably entitled to indemnity for the expenses that the court deems proper.
PBCL Section 1744 provides that, unless ordered by a court, any
indemnification referred to above shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification is
proper in the circumstances because the indemnitee has met the applicable
standard of conduct. Such determination shall be made:
(1) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to the proceeding; or
(2) if such a quorum is not obtainable, or if obtainable and a
majority vote of a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion; or
(3) by the shareholders.
Notwithstanding the above, PBCL Section 1743 provides that to the
extent that a director or officer of a business corporation is successful on the
merits or otherwise in defense of a proceeding referred to above, or in defense
of any claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by such
person in connection therewith.
PBCL Section 1745 provides that expenses (including attorneys' fees)
incurred by a officer or director of a business corporation in defending any
such proceeding may be paid by the corporation in advance of the final
disposition of the proceeding upon receipt of an undertaking to repay the amount
advanced if it is ultimately determined that the indemnitee is not entitled to
be indemnified by the corporation.
PBCL Section 1746 provides that the indemnification and advancement
of expenses provided by, or granted pursuant to, the foregoing provisions is not
exclusive of any other rights to which a person seeking indemnification may be
entitled under any bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, and that indemnification may be granted under any bylaw,
agreement, vote of shareholders or directors or otherwise for any action taken
or any failure to take any action whether or not the corporation would have the
power to indemnify the person under any other provision of law and whether or
not the indemnified liability arises or arose from any action by or in the right
of the corporation, provided, however, that no indemnification may be made in
any case where the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted willful misconduct
or recklessness.
Article IV of the by-laws of the Registrant provides that the
directors or officers of the Registrant shall be indemnified as of right to the
fullest extent now or hereafter not prohibited by law in connection with any
actual or threatened action, suit or proceeding, civil, criminal,
administrative, investigative or other (whether brought by or in the right of
the Registrant or otherwise) arising out of their service to the Registrant or
to another enterprise at the request of the Registrant.
PBCL Section 1747 permits a Pennsylvania business corporation to
purchase and maintain insurance on behalf of any person who is or was as
director or officer of the corporation, or is or was serving at the request of
the corporation as a director or officer of another corporation or other
enterprise, against any liability asserted against such person and incurred by
him in any such capacity, or arising out of his status as such, whether or not
the corporation would have the power to indemnify the person against such
liability under the provisions described above.
Article IV of the by-laws of the Registrant provides that the
Registrant may purchase and maintain insurance to protect itself and any
director or officer entitled to indemnification under Article IV against any
liability asserted against such person and incurred by such person in respect of
the service of such person to the Registrant whether or not the Registrant would
have the power to indemnify such person against such liability by law or under
the provisions of Article IV.
The Registrant maintains directors' and officers' liability
insurance covering its directors and officers with respect to liabilities,
including liabilities under the Securities Act of 1933, as amended, which they
may incur in connection with their serving as such. Under this insurance, the
Registrant may receive reimbursement for amounts as to which the directors and
officers are indemnified by the Registrant under the foregoing by-law
indemnification provisions. Such insurance also provides certain additional
coverage for the directors and officers against certain liabilities even though
such liabilities may not be covered by the foregoing by-law indemnification
provision.
As permitted by PBCL Section 1713, the Articles and by-laws of the
Registrant provide that no director shall be personally liable, as such, for
monetary damages for any action taken, or failure to take any action, unless the
director has breached or failed to perform the duties of his office under
Subchapter B-- "Fiduciary Duty" of Chapter 17 of Subpart B-"Business
Corporations" of the Pennsylvania Associations Code or unless such director's
breach of duty or failure to perform constituted self-dealing, willful
misconduct or recklessness. The PBCL states that this exculpation from liability
does not apply to the responsibility or liability of a director pursuant to any
criminal statute or the liability of a director for the payment of taxes
pursuant to Federal, state or local law. It is uncertain whether this provision
will control with respect to liabilities imposed upon directors by Federal law,
including Federal securities laws. PBCL Section 1715(d) creates a presumption,
subject to exceptions, that a director acted in the best interests of the
corporation. PBCL Section 1712, in defining the standard of care a director owes
to the corporation, provides that a director stands in a fiduciary relation to
the corporation and must perform his duties as a director or as a member of any
committee of the Board in good faith, in a manner he reasonably believes to be
in the best interests of the corporation and with such care, including
reasonable inquiry, skill and diligence, as a person of ordinary prudence would
use under similar circumstances.
ITEM 16. EXHIBITS
The following exhibits are filed herewith or incorporated by
reference herein as part of this Registration Statement:
NUMBER DESCRIPTION
3.1 Restated Articles of Incorporation of the Company, as amended
and restated as of May 28, 1996
3.2 By-Laws of the Company, as amended
4.1 Certificate of Designation to the Articles of Incorporation of
the Company setting forth the terms of the Series One Preferred
Stock
4.2 Rights Agreement, dated as of April 1, 1996, between the Company
and Chemical Mellon Shareholder Services, L.L.C.
5.1 Opinion of Johanna G. O'Loughlin, Esq., as to legality of the
Common Stock registered hereby
23.1 Consent of Ernst & Young LLP
23.2 Consent of Johanna G. O'Loughlin, Esq. (included in Exhibit 5.1)
ITEM 17. UNDERTAKINGS
The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered therein and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to any provision or arrangement whereby the
Registrant may indemnify a director, officer or controlling person of the
Registrant against liabilities arising under the Securities Act of 1933. or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
<PAGE>
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on July 23,
1997.
EQUITABLE RESOURCES, INC.
(Registrant)
/s/ Donald I. Moritz
Donald I. Moritz
Chief Executive Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on July 23, 1997:
NAME AND SIGNATURE TITLE
/s/ A. Mark Abramovic Senior Vice President and Chief Financial Officer
A. Mark Abramovic (Chief Accounting Officer)
/s/ Paul Christiano Director
Paul Christiano
/s/ E. Lawrence Keyes, Jr. Director
E. Lawrence Keyes, Jr.
/s/ Thomas A. McConomy Director
Thomas A. McConomy
/s/ Malcolm M. Prine Director
Malcolm M. Prine
Director
James E. Rohr
/s/ Phyllis A. Savill Director
Phyllis A. Savill
/s/ David S. Shapira Director
David S. Shapira
/s/ J. Michael Talbert Director
J. Michael Talbert
<PAGE>
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EXHIBIT INDEX
NUMBER DESCRIPTION METHOD OF FILING
3.1 Restated Articles of Incorporation of Previously filed as
the Company, as amended and restated Exhibit 3(i) to the Company's
as of May 28, 1996 Quarterly Report on From 10-Q
for the quarter ended
March 31, 1996, and
incorporated herein by
reference.
3.2 By-Laws of the Company, as amended Previously filed as
Exhibit 3(ii) to the
Company's Quarterly Report on
Form 10-Q for the quarter
ended March 31, 1996, and
incorporated herein by
reference.
4.1 Certificate of Designation to the Previously filed as Exhibit A
Articles of Incorporation of the to Exhibit 1 to the Company's
Company setting forth the terms of Registration Statement on
the Series One Preferred Stock Form 8-A dated April 16,
1996, and incorporated herein
by reference.
4.2 Rights Agreement, dated as of Previously filed as Exhibit 1
April 1, 1996, between the Company to the Company's Registration
and Chemical Mellon Shareholder Statement on Form 8-A dated
Services, L.L.C. April 16, 1996, and
incorporated herein by
reference.
5.1 Opinion of Johanna G. O'Loughlin, Filed herewith.
Esq. as to the legality of the Common
Stock registered hereby
23.1 Consent of Ernst & Young LLP Filed herewith.
23.2 Consent of Johanna G. O'Loughlin, Esq. Included in Exhibit 5.1.
<PAGE>
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Exhibit 5.1
OPINION AND CONSENT OF JOHANNA G. O'LOUGHLIN, ESQ.
July 23, 1997
I am the Vice President and General Counsel of Equitable Resources,
Inc., a Pennsylvania corporation (the "Company"), and I have acted in such
capacity in connection with the Registration Statement on Form S-3 being filed
with the Securities and Exchange Commission (the "Registration Statement") for
the purpose of registering under the Securities Act of 1933, as amended,
2,091,407 shares of Common Stock, no par value, which are being offered for sale
by certain Shareholders (the "Shareholders") of the Company. In such connection
I have examined the originals, or copies thereof identified to my satisfaction,
of such corporate records of the Company and such other documents, records,
opinions and papers as I have deemed necessary or appropriate in order to give
the opinions hereinafter set forth.
I understand that, prior to the sale of Common Stock by the
Shareholders, the Registration Statement will have become effective under the
Securities Act of 1933.
Based on the foregoing, I advise you that in my opinion:
The 2,091,407 shares of Common Stock which are being registered will
be, when sold by the Shareholders, legally issued, fully paid and
non-assessable.
I hereby consent to the filing of my opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Johanna G. O'Loughlin
Johanna G. O'Loughlin
Vice President and General Counsel
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts"
in the Registration Statement (Form S-3) and related Prospectus of Equitable
Resources, Inc. for the registration of 2,091,407 shares of its common stock and
to the incorporation by reference therein of our report dated February 19, 1997,
with respect to the consolidated financial statements and schedule of Equitable
Resources, Inc. included in its Annual Report (Form 10-K) for the year ended
December 31, 1996 and filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Pittsburgh, Pennsylvania
July 21, 1997
