July 28, 1997
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Registration Statement on Form S-8 ("Form S-8")
for Equitable Resources, Inc.
Gentlemen:
Equitable Resources, Inc. (the "Company"), hereby transmits the following:
1. Registration Statement on Form S-8 covering 260,000 shares of
the Company's Common Stock, no par value, together with all exhibits
(bearing signatures in typed form throughout) to register shares issuable
under the Equitable Resources, Inc. Nonstatutory Stock Option Plan.
2. The registration fee in the amount of $2,315 was calculated pursuant to
Rule 457(h) based on the average of the high and low prices as reported for the
Company's Common Stock in the consolidated reporting system on July 23, 1997.
This amount was transferred this date to the Securities and Exchange
Commission's lockbox (Account No. 910-8739) at Mellon Bank, N.A., Pittsburgh,
Pennsylvania.
If you have any questions or comments concerning this filing or the
matters referred to above, please do not hesitate to contact the undersigned at
(412) 553-5727.
Very truly yours,
/s/ELLIOT GILL
Elliot Gill
Senior Securities Attorney
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As filed with the Securities and Exchange Commission on July 28, 1997
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
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
(Address of Principal Executive Office) (Zip Code)
Equitable Resources, Inc.
Nonstatutory Stock Option Plan
(Full title of the Plan)
A. Mark Abramovic, Vice President and Chief Financial Officer
420 Boulevard of the Allies, Pittsburgh, Pennsylvania 15219
(Name and address of agent for service)
Telephone number, including area code,
of agent for service: (412) 553-5700
CALCULATION OF REGISTRATION FEE
================================================================================
Title of Amount to be Proposed maximum Proposed maximum Amount of
securities registered offering price aggregate offer- registration
to be registered per share ing price fee
================================================================================
Common Stock
(No Par Value) 260,000 shares $29.375 $7,637,500 $2,315
================================================================================
*Estimated solely for the purpose of calculating the registration fee; computed
on the basis of the price at which securities
of the same class were sold on July 23, 1997 pursuant to Rule 457(h).
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<PAGE>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company incorporates herein by reference the following documents,
which also have been or will be filed with the Commission.
(1) The Company's Annual Report on Form 10-K for the year ended December
31, 1996.
(2) The Company's Proxy Statement dated April 9, 1997 for the Company's
Annual Meeting of Shareholders held May 23, 1997.
(3) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997.
(4) The Company's Current Reports on Form 8-K filed on February 20,
1997, May 19, 1997, July 17, 1997 and July 21, 1997.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date
hereof and prior to the termination of this offering shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such documents. Any statement contained 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 other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
Item 4. DESCRIPTION OF SECURITIES
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 New York Stock Exchange and the
Philadelphia Stock Exchange.
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.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Certain legal matters in connection with the sale of the shares of Common
Stock offered hereby will be passes upon for the Company by Johanna G.
O'Loughlin, employed by the Company as its Vice President and General Counsel.
On July 21, 1997, Ms. O'Loughlin beneficially owned 345 shares of the Company's
Common Stock and held options to purchase an additional 4,000 shares of Common
Stock.
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 such firm as
experts in accounting and auditing.
Item 6. 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, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent 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 and 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 was unlawful. In the case of an action by or in the
right of the corporation, such indemnification is limited to expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
with the defense or settlement of such action, except that no indemnification
shall be made 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 persons 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, officer, employee or agent of a business corporation is
successful on the merits or otherwise in defense of any 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 an officer, director, employee or agent 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 by 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,
officers, agents and employees 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 a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent 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, officer,
agent or employee 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
provision. 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 the By-Laws of the
Registrant provide that no Director shall be personally liable for monetary
damages for any action taken, or failure to take any action, 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 may also not apply to
liabilities imposed upon directors by the 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 8. EXHIBITS
Number Description
4.1 Restated Articles of Incorporation of the Company.
4.2 Certificate of Designation to the Articles of Incorporation.
4.3 By-Laws of the Company, as amended.
4.4. 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, Vice President and General
Counsel
23.1 Consent of Ernst & Young LLP, independent auditors,
filed herewith.
23.2 Consent of Johanna G. O'Loughlin (included in Exhibit 5.1).
Item 9. UNDERTAKINGS
The undersigned 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:
To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the 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 section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by
reference in the 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 the foregoing
provisions, 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
Act and will be governed by the final adjudication of such issue.
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-8 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 28,
1997.
EQUITABLE RESOURCES, INC.
(Registrant)
By /s/ A. MARK ABRAMOVIC
A. Mark Abramovic
Senior Vice President and
Chief Financial Officer
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 28, 1997:
Signature Title
/s/ DONALD I. MORITZ Chief Executive Officer and Director
Donald I. Moritz
/s/ A. MARK ABRAMOVIC Senior Vice President and Chief
A. Mark Abramovic Financial Officer
(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. Savil
/s/ DAVID S. SHAPIRA Director
David S. Shapira
/s/ J. MICHAEL TALBERT Director
J. Michael Talbert
<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-8) of Equitable Resources, Inc. for the
registration of 260,000 shares of its common stock pertaining to the Equitable
Resources, Inc. Nonstatutory Stock Option Plan 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
filed with the Securities and Exchange Commission.
/s/Ernst & Young LLP
Pittsburgh, Pennsylvania
July 21, 1997
eg\sc\ex23.1
<PAGE>
July 28, 1997
Equitable Resources, Inc.
420 Boulevard of the Allies
Pittsburgh, PA 15219
Gentlemen:
I am the Vice President and General Counsel to Equitable Resources, Inc.,
a Pennsylvania corporation (the "Company"), and I have acted in such capacity in
connection with the Registration Statement on Form S-8 being filed with the
Securities and Exchange Commission (the "Registration Statement") for the
purpose of registering under the Securities Act of 1933, as amended, 260,000
shares of Common Stock, no par value, which may be issued upon the exercise of
stock options under the Equitable Resources, Inc. Nonstatutory Stock Option Plan
(the "Plan"). 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 or distribution of Common Stock under
the Plan, the Registration Statement will have become effective under the
Securities Act of 1933.
Based on the foregoing, I advised you that in my opinion:
1. The Company has been duly organized and is a validly existing
corporation under the laws of the Commonwealth of Pennsylvania;
2. The 260,000 shares of Common Stock which are being registered and which
have been authorized for issuance in accordance with the Plan, are, or will be,
when sold in accordance with the provisions of the Plan, 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
sc8regi
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EXHIBIT INDEX
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Number Description Method of Filing
4.1 Restated Articles of Incorporation Previously filed as Exhibit
of the Company, as amended and 3(I) to the Company's
restated as of May 28, 1996. Quarterly Report on Form
10-Q for the quarter ended
March 31, 1996, and
incorporated herein by
reference.
4.2 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.
4.3 Certificate of Designation to the Previously filed as Exhibit
Articles of Incorporation of the A to Exhibit 1 to the
Company setting forth the terms of Company's Registration
the Series One Preferred Stock. Statement on Form 8-A dated
April 16, 1996, and
incorporated herein by
reference.
4.4 Rights Agreement, dated as of April Previously filed as Exhibit
1, 1996, between the Company and 1 to the Company's
Chemical Mellon Shareholder Registration Statement on
Services, L.L.C. Form 8-A dated 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, Included in Exhibit 5.1.
Esq.
