SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 19, 1997
EQUITABLE RESOURCES, INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 1-3551 25-0464690
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
420 BOULEVARD OF THE ALLIES, PITTSBURGH, PENNSYLVANIA 15219
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (412) 261-3000
NONE
(Former name or former address, if changed since last report)
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ITEM 5. Other Events
The Registrant (ERI) and Northeast Energy Services Company (NORESCO)
have reached a definitive agreement wherein ERI will acquire NORESCO in
exchange for a combination of ERI common stock and cash valued at
approximately $77 million. The transaction will be treated as a
purchase for accounting purposes.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) A press release announcing the acquisition of Northeast Energy Services
Company (NORESCO) is filed as Exhibit 99 to this report.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereto duly authorized.
EQUITABLE RESOURCES, INC.
(Registrant)
By /s/ A. Mark Abramovic
-------------------------------------
A. Mark Abramovic
Senior Vice President and
Chief Financial Officer
May 19, 1997
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EXHIBIT INDEX
Exhibit No. Document Description Sequential Page No.
99 Press release announcing the acquisition 4
of Northeast Energy Services Company (NORESCO)
Contact: Robert E. Butter
May 19, 1997 Equitable Resources, Inc.
412/553-7717
or David J. Anderson
NORESCO
508/875-2252
NORESCO TO JOIN EQUITABLE'S
ENERGY RESOURCE MANAGEMENT BUSINESSES
PITTSBURGH, PA -- Equitable Resources, Inc. (NYSE: EQT) (ERI) and Framingham,
MA-based Northeast Energy Services Company (NORESCO) have reached a definitive
agreement wherein ERI will acquire NORESCO in exchange for a combination of
Equitable Resources, Inc. cash and stock. The transaction will be treated as a
purchase for accounting purposes.
The agreement was approved by the Board of Directors of both ERI and the
privately held NORESCO. Under terms of the agreement, NORESCO shareholders will
receive a combination of Equitable Resources stock and cash valued at
approximately $77 million based on the Friday, May 16 closing price of Equitable
Resources' common shares. The transaction, which is anticipated to be
non-dilutive to ERI's earnings, is expected to close before the end of July and
is subject to customary closing conditions.
(more)
<PAGE>
A portion of the financing for this transaction will consist of shares purchased
on the open market and authorized and unissued common stock. Currently, ERI has
35.5 million shares outstanding.
"The addition of NORESCO to our portfolio is a part of ERI's strategy to expand
our geographic market position with a total energy services product line," said
Fred Abrew, president and chief executive officer of ERI. "In effect, this will
strengthen our overall energy efficiency capabilities for customers throughout
North and South America , creating a critical mass of public and private sector
customers as well as earnings opportunities."
ERI Services, one of ERI's three primary business segments, and NORESCO
represent two of the most reputable energy resource management businesses in the
United States in terms of technical expertise in generating energy efficiency
savings for customers. Between the firms, there is currently an estimated $350
million in awarded resource management contracts planned for fulfillment during
the next three to five years with industrial, government and commercial
customers. As a part of ERI, NORESCO will retain its current management team as
well as its brand name which has a long-standing reputation in the energy
efficiency and power and gas marketing business.
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NORESCO's founder George Sakellaris, who is recognized as a leader in the energy
efficiency industry, will continue as its president and chief executive officer,
reporting to Edward J. Meyer, president of the ERI Services unit.
"Becoming a part of ERI will help us to broaden the scope of total energy
solutions that we deliver to our customers through the resources and depth of a
fully integrated energy company," added George Sakellaris, president and chief
executive officer of NORESCO. "Our shared vision of improving the customer's
opportunity to more effectively manage energy usage and facility management
costs makes this an exciting growth platform for both firms."
NORESCO, which has been profitable since its inception, was established in 1981
as a subsidiary of New England Electric and spun off as an independent company
under its current management team and employees in 1990. Today, NORESCO is a
leading provider of comprehensive energy efficiency systems and services and has
150 employees in 12 offices serving commercial, industrial, government and
institutional customers throughout North and South America.
ERI Services was launched in 1996 as a subsidiary of Equitable Resources, Inc.,
a fully integrated energy company. ERI Services is rapidly expanding its market
presence and customer base in both the government and private business sector.
It comprises two divisions: Merchant Services, which engages in the commodity
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sale of energy and markets a number of branded energy and related programs and
services for commercial and industrial customers; and, the Resource Management
Division, which presently comprises four specialty energy services companies
which were acquired during the past two years -- Independent Energy Corporation,
Conogen, Inc., Pequod Associates and Scallop Thermal Management, Inc.
Collectively, this division creates and delivers customized energy solutions to
businesses seeking to reduce their total energy costs by developing, financing
and implementing cost savings programs, including power plant development and
the procurement of gas and electricity. The Resource Management Division of ERI
Services presently has a staff of 130 employees in six offices. ERI Services has
offices throughout the United States with operations in Pennsylvania,
Connecticut, Massachusetts, Ohio, Indiana and California.
Based in Pittsburgh, ERI Services is the newest of three primary business
segments within the $2 billion parent company ERI. Houston-based ERI Supply &
Logistics is the company's exploration and production business which develops,
supplies and transports all forms of energy and operates primarily in the
Appalachian and Gulf Coast regions. ERI Utilities comprises the company's
regulated energy transportation businesses.
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NOTE: THIS RELEASE CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS. A VARIETY OF
FACTORS MAY MATERIALLY AFFECT THE EARNINGS AND PERFORMANCE OF THE CONSOLIDATED
BUSINESSES RESULTING FROM THIS TRANSACTION, INCLUDING THE EXTENT OF OPERATIONAL
SYNERGIES, COMPETITIVE FACTORS RELATIVE TO PROJECTED REVENUE AND PROFIT MARGINS
AND OTHER CONDITIONS IN THE ENERGY SERVICES MARKET.
EQUITABLE RESOURCES' RECENT NEWS RELEASES ARE AVAILABLE FREE OF CHARGE BY FAX
THROUGH COMPANY NEWS ON CALL AT 1-800-758-5804, EXT. 289250, OR ON THE INTERNET
AT HTTP://WWW.ERI2000.COM
