SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE
PLAN PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-3551
EQUITABLE RESOURCES, INC. EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan and address of the Plan,
if different from that of the issuer named below)
EQUITABLE RESOURCES, INC.
420 Boulevard of the Allies,
Pittsburgh, Pennsylvania 15219
(Name of issuer of the securities held pursuant to the
plan and the address of principal executive office)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
members of the Administrative Committee of the Plan have duly caused this annual
report to be signed on its behalf by the undersigned hereunto duly authorized.
EQUITABLE RESOURCES, INC.
EMPLOYEE STOCK PURCHASE PLAN
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(Name of Plan)
By /s/ Gregory R. Spencer
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Gregory R. Spencer
Vice President and
Chief Administrative Officer
March 20, 1997
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REPORT OF INDEPENDENT AUDITORS
Administrative Committee
Equitable Resources, Inc. Employee Stock Purchase Plan
We have audited the accompanying statements of net assets available for
plan benefits of the Equitable Resources, Inc. Employee Stock Purchase Plan (the
Plan) as of December 31, 1996 and 1995, and the related statements of changes in
net assets available for plan benefits for the year ended December 31, 1996 and
for the period October 1, 1995 (Date of Inception) to December 31, 1995. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for plan benefits of the Plan
as of December 31, 1996 and 1995, and the changes in net assets available for
plan benefits for the year ended December 31, 1996 and for the period October 1,
1995 (Date of Inception) to December 31, 1995, in conformity with generally
accepted accounting principles.
/s/ Ernst & Young LLP
------------------------------
Ernst & Young LLP
Pittsburgh, Pennsylvania
February 28, 1997
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EQUITABLE RESOURCES, INC.
EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31,
1996 1995
---------- ---------
Cash $ 29,932 $ 15,355
Investment in Equitable Resources, Inc.
Common Stock
(12,734 and 781 shares in
1996 and 1995, respectively) 378,837 24,406
Contribution Receivable - Employer 3,036 1,773
---------- ---------
Net Assets Available for Plan Benefits $ 411,805 $ 41,534
========== =========
See accompanying notes.
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EQUITABLE RESOURCES, INC.
EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Period October 1,
1995 (Date of
Year Ended Inception) to
December 31, December 31,
1996 1995
------------ -----------------
Additions to net assets attributed to:
Contributions:
Employer $ 36,041 $ 4,430
Employee 319,946 36,519
Dividend income 7,828 0
Realized gain on sale of investments 40 0
Unrealized gain on investments 6,743 585
----------- ----------
Total additions 370,598 41,534
Deductions to net assets attributed to:
Employee withdrawals 327 0
----------- ----------
Total deductions 327 0
Net increase in net assets available for
plan benefits 370,271 41,534
Net assets available for plan benefits:
At beginning of period 41,534 0
----------- ----------
At end of period $ 411,805 $ 41,534
=========== ==========
See accompanying notes.
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EQUITABLE RESOURCES, INC.
EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR
ENDING DECEMBER 31, 1996
1. Description of the Plan
The following description of the Equitable Resources, Inc. Employee Stock
Purchase Plan (Plan) provides only general information. Participants
should refer to the Plan agreement for a more complete description of the
Plan's provisions.
General
The Plan is an employee stock purchase plan implemented on October 1, 1995
by Equitable Resources, Inc. and subsidiaries (the Company or Companies).
Employees of the Company may purchase shares of the Company's common stock
at a 10 percent discount through payroll deductions. All non-represented
employees of the Companies are eligible to participate in the Plan
immediately upon employment. Represented employee eligibility is subject
to collective bargaining. At December 31, 1996 and 1995, there were 168
and 83 active participants in the Plan, respectively.
Contributions and Purchase of Stock
Eligible employees can contribute from 1 to 10 percent of their annual
base pay to the Plan on an after-tax basis. No interest will accrue or be
payable with respect to any of the payroll deductions of a participant in
the Plan. Contributions are initially deposited with Putnam Investments
(Trustee) and are used to purchase shares of the Company's common stock in
accordance with the provisions set forth in the Plan agreement.
The price of stock purchased for a participant is 90% of the closing price
of the stock on the second business day after the close of each monthly
period. The initial monthly period of the Plan began on October 1, 1995.
The Plan holds contributions as cash pending the purchase of shares of the
Company's common stock.
The Company contributes the remaining 10 percent of the stock price and
pays fees for the administration of the Plan and any commission charges
associated with the purchase of the stock.
Dividends on Stock
Dividends on stock are automatically used to purchase additional shares
for all participants. Participants may, however, make a written request to
receive a cash distribution of dividend payments.
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1. Description of the Plan (Continued)
Sale of Stock
Participants are required to hold any shares purchased through the Plan
for a minimum of one year. Participants may elect withdrawals, subject to
the holding period restriction, of shares of stock or cash from the
proceeds of sale of shares. Participants are responsible for all costs
associated with the sale of stock from their individual accounts.
Termination of Employment
Upon termination of the participant's employment for any reason, payroll
deductions credited to the participant's account(s) which have not yet
been used to purchase stock will be returned to the participant. The
participant has the option of either selling the total number of shares in
their account or receiving a certificate for their holdings until a future
time of sale. Terminated participants are not permitted to purchase shares
through the Plan.
2. Summary of Significant Accounting Policies
Investments
The Equitable Resources, Inc. common stock is valued at market price as
quoted on the New York Stock Exchange.
Investments at December 31, 1996 and 1995 are comprised of Equitable
Resources, Inc. Common Stock:
Fair Original Unrealized
Shares Value Cost Appreciation
1996 12,734 $ 378,837 $ 371,509 $ 7,328
1995 781 $ 24,406 $ 23,821 $ 585
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2. Summary of Significant Accounting Policies (Continued)
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from those estimates.
3. Plan Termination
Although it has not expressed any intent to do so, the Company has the
right to terminate or to amend the Plan at any time. Upon dissolution or
liquidation of the Company, or upon a reorganization, merger or
consolidation of which the Company is not the surviving corporation,
participants will be entitled to receive on the last day of the offering
period the cash and/or securities determined to be owed as of the date of
such transaction.
4. Income Tax Status of Plan
It is the intention of the Company to have the Plan qualify under Section
423 of the Internal Revenue Code. The provisions of the Plan have been
construed to extend and limit participation in a manner consistent with
the requirements of that section of the Code.
5. Federal Income Tax Status - Employee
In general, a participant is subject to federal and, in certain instances,
state income taxes on all dividends, in addition to the gains (losses)
realized resulting from the sale of the stock.
Exhibit 23.01
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Equitable Resources, Inc. Employee Stock Purchase Plan of
our report dated February 28, 1997, with respect to the financial statements of
the Equitable Resources, Inc. Employee Stock Purchase Plan included in this
Annual Report (Form 11-K) for the year ended December 31, 1996.
By /s/ Ernst & Young LLP
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Ernst & Young LLP
Pittsburgh, Pennsylvania
March 24, 1997
