March 25, 1997
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Pre-Effective Amendment No. 1 to
Registration Statement on Form S-3 ("Form S-3")
for Equitable Resources, Inc. - File No. 333-20323
Gentlemen:
Equitable Resources, Inc. (the "Company"), hereby transmits
Pre-Effective Amendment No. 1 to a Registration Statement on Form S-3
covering 164,345 shares of the Company's Common Stock, no par value,
originally filed with the Securities and Exchange Commission on
January 24, 1997 (File No. 333-20323).
This Pre-Effective Amendment No. 1 is being filed in connection with the
Commission's letter dated February 28, 1997 to the Company. In response to the
comments contained in that letter, a "Recent Developments" section has been
added to discuss the acquisition of a Department of Energy pipeline. The
typographical errors relating to the Company's incorporated proxy statement have
been corrected. In response to Paragraphs 3 and 4 of the Commission's letter,
the Company has chosen to delay filing this Pre-Effective Amendment until after
its filing of its Form 10K for the year ended December 31, 1996 and, therefore,
to incorporate that document in lieu of the Company's previous year Form 10K.
The list of incorporated documents has been adjusted to reflect this change. In
response to Paragraph 5, the Company's independent auditors have executed an
updated consent. A marked copy of Pre-Effectve Amendment No. 1 is also being
transmitted herewith.
In response to the Commission's comments on the Company's December 31,
1995 Form 10-K, the 1996 10K has been drafted to address the Commission's
comments as follows (references are to numbered paragraphs in the Commission's
February 28, 1997 letter):
6. Parenthetical percentages have been placed into the discussions
of changes in operating income for each of the segments. The
percentages indicate the approximate impact of each item relative
to the total change in operating income. We believe that the
changes in operating revenues are derivable from the table in
each segment detailing types of revenues and corresponding
volumes. We do not want to detail impacts of changes in
purchased gas costs or operating expenses because to do so may
disclose proprietary information regarding margins to customers
or competitors.
7. A paragraph has been added to the capital resources and liquidity
section to call attention to the hedging program for the reader, and
to refer the reader to the footnotes.
8. Paragraph 11-13 of SFAS 95 provides for the net presentation that
the Company is disclosing. This manner of presentation is
applicable when loan turnover is rapid, the amounts are large and
the maturities are short. In such cases, only the net change
during the period needs to be reported because presentation of
the gross cash receipts and disbursements does not provide the
reader with useful information. The Company's short-term debt is
borrowed and repaid with maturities from 1 to 90 days.
Therefore, a gross presentation would be disclosing borrowings
and repayments in excess of $2 billion, which is not meaningful
with respect to our cash flow statement.
9. We added rate regulation discussions in footnote B and in the
Management Discussion and Analysis.
10. We added disclosure information to footnote A.
11. We changed the wording the Commission believed was confusing.
12. We included information in footnote F.
13. We included an additional line in the Footnote J tables (each of
sub items 1 and 2).
If you have any questions or comments concerning this filing, 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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cc: Karl Chen - Mail Stop 3-7
Jeanne Bennet - Mail Stop 3-7
<PAGE>
REGISTRATION NO. 333-20323
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 1 TO
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 of Incorporation) (I.R.S. Employer Identification No.)
420 BOULEVARD OF THE ALLIES
PITTSBURGH, PA 15219
(412) 261-3000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
A. MARK ABRAMOVIC
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
EQUITABLE RESOURCES, INC.
420 BOULEVARD OF THE ALLIES
PITTSBURGH, PA 15219
(412) 553-5710
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this Registration Statement, as determined by
market conditions.
---------------------
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 TO BE 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, PLEASE CHECK THE FOLLOWING BOX. |X|
--------------------
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
-----------------
Calculation of Registration Fee
- --------------------------------------------------------------------------------
Title of each Proposed maximum Proposed maximum
class of Amount to be aggregate aggregate offering Amount of
securities to registered offering price price registration
be per share (*) (*) fee
registered
- --------------------------------------------------------------------------------
Common stock,
no par value 164,345 $29.75 $4,889,264 $1,482
shares
- --------------------------------------------------------------------------------
* Estimated solely for purposes of determining the registration fee.
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<PAGE>
Subject to completion dated January 24, 1997
PROSPECTUS
EQUITABLE RESOURCES, INC.
164,345 Shares of Common Stock
(without par value)
This Prospectus relates to up to 164,345 shares (the "Shares") of Common
Stock, without par value, of Equitable Resources, Inc., a Pennsylvania
corporation (the "Company"), which may be offered and sold by the selling
shareholders named herein (the "Selling Shareholders") from time to time. The
Shares were acquired from the Company through a certain transaction more
particularly described herein under the heading "Selling Shareholders." The
Company will receive no part of the proceeds from the sale of the Shares.
The distribution of the Shares by the Selling Shareholders may be effected
directly by means of ordinary brokers' transactions on the New York Stock
Exchange or Philadelphia Stock Exchange or in privately negotiated transactions
at such prices as may be obtainable and acceptable to the Selling Shareholders.
See "Plan of Distribution." The Company will pay the expenses of registration of
the Shares. The Selling Shareholders will pay all commissions and transfer
taxes, if any, and all fees and expenses of their own legal counsel and
accountants. The Company and the Selling Shareholders have agreed to indemnify
each other against certain liabilities, including liabilities under the
Securities Act of 1933, as amended (the "Securities Act").
The Shares are traded on the New York Stock Exchange and the Philadelphia
Stock Exchange under the trading symbol "EQT."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
- --------------------------------------------------------------------------
Underwriting Proceeds to
Price to Public discount Company
(1)
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
Per share 0 0
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
Total 0 0
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
(1) Not determinable at the present time.
The date of this prospectus is ____, 1997.
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<PAGE>
AVAILABLE INFORMATION
The Company, a Pennsylvania corporation, 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 and information
statements and other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy and information statements and other
information can be inspected and copied at the Public Reference Room of the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549
and at the regional offices maintained by the Commission at 7 World Trade
Center, 13th Floor, New York, New York 10048 and Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
materials can be obtained at prescribed rates from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Documents
filed by the Company can also be inspected at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005, and at the offices of the
Philadelphia Stock Exchange, 1900 Market Street, Philadelphia, Pennsylvania
19103, on which exchanges certain of the Company's securities are listed. In
addition, reports, proxy statements and other information concerning the Company
can be inspected at the offices of the Company at 420 Boulevard of the Allies,
Pittsburgh, Pennsylvania 15219.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are hereby incorporated by reference in this Prospectus the
following documents heretofore filed with the Securities and Exchange Commission
pursuant to the Exchange Act:
a) the Company's Annual Report on Form 10-K for the year ended
December 31, 1996.
b) the Company's definitive Proxy Statement dated April 9, 1996 in
connection with its Annual Meeting of Shareholders held on
May 23, 1996.
c) The Company's current report on Form 8-K dated February 20, 1997.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the
offering of the Common Stock shall be deemed to be incorporated by reference
into this Prospectus from the dates of filing of such documents.
Upon written or oral request the Company will provide without charge to
any person to whom this Prospectus is delivered a copy of any or all information
incorporated by reference in this Prospectus (except exhibits to such
information, unless such exhibits are specifically incorporated by reference
herein). Such 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
Equitable Resources, Inc. is an energy service company engaged primarily,
through its divisions and subsidiaries, in the exploration for, and development,
production, purchase, transmission, storage, distribution and marketing of
natural gas, the extraction of natural gas liquids, the exploration for,
development, production and sale of oil and contract drilling, and the marketing
of electricity and cogeneration development.
<PAGE>
Exploration and production activities are conducted by Equitable Resources
Energy Company through its divisions and subsidiaries. Its 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.
Energy marketing activities are conducted by ERI Services, Inc. Its
activities include marketing of natural gas and electricity, extraction and sale
of natural gas liquids, intrastate transportation, cogeneration development and
central facility plant operations.
Natural gas distribution activities comprise the operations of Equitable
Gas Company, the Company's state-regulated natural gas utility. Natural gas
distribution services are provided to more than 266,000 customers located mainly
in the city of Pittsburgh and its environs and, to a more limited extent, in
northern West Virginia and through field line sales in Eastern Kentucky.
Natural gas transmission activities are conducted by three
Federal Energy Regulatory Commission-regulated gas pipelines:
Kentucky West Virginia Gas Company, L.L.C., Equitrans, L.P. and
Nora Transmission Company. Activities include gas
transportation, gathering, storage, and marketing activities.
RECENT DEVELOPMENTS
The Company has entered into an agreement with the Department of Energy to
acquire a 67 mile oil pipeline in Southern Louisiana. The purchase price for the
pipeline is $22,000,000 with the sale scheduled to close May 1, 1997. The
Company intends to convert the pipeline to a high pressure natural gas pipeline
which is expected to be fully operational by July 1, 1997. The pipeline
acquisition is intended to increase the Company's ability to provide natural gas
to industrial gas consumers in the Gulf Coast Region of the United States.
SELLING SHAREHOLDERS
The Shares of the Company's Common Stock registered hereunder are to be
sold for the accounts of the following Selling Shareholders in the following
amounts:
David I. Rowland 80,560 Shares
David G. Mannherz 29,776 Shares
Patrick J. Cannata 21,825 Shares
Nicholas Yacyk 16,092 Shares
Stephen Barvenik 16,092 Shares
The Shares represent approximately one-half of one percent of the
Company's issued and outstanding shares. Of the 164,345 shares being registered
for the account of the Selling Shareholders, 121,551 shares in the aggregate are
issuable by the Company to the Selling Shareholders on January 24, 1997.
Additional shares will be held for a period of one to three years before being
released to the Selling Shareholders.
<PAGE>
David Rowland is the President, David Mannherz and Stephen Barvenik are
Vice Presidents and Nicholas Yacyk and Patrick Cannata are supervisory employees
of Scallop Thermal Management, Inc. ("Scallop"). All of the outstanding stock of
Scallop was acquired on January 24, 1997 by EQT Capital Corporation, a
wholly-owned subsidiary of the Company. None of the Selling Shareholders had a
material relationship with the Company or any of its affiliates prior to that
date. The Company's common stock which is owned by the Selling Shareholders was
received through that transaction.
The Shares offered hereunder represent all of the shares held by the
Selling Shareholders.
PLAN OF DISTRIBUTION
The Shares are being offered for the respective accounts of the Selling
Shareholders. The Company will not receive any proceeds from the sale of any
Shares by the Selling Shareholders.
The sale of Shares by the Selling Shareholders may be effected from time
to time by means of ordinary brokers' transactions on the New York Stock
Exchange or the Philadelphia Stock Exchange or in privately negotiated
transactions at such prices as may be obtainable and acceptable to the Selling
Shareholders. The Selling Shareholders may effect such transactions by selling
the Shares to or through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts, concessions or commissions from the
Selling Shareholders and/or the purchasers of the Shares for which such
broker-dealers may act as agent or to whom they sell as principal, or both
(which compensation as to a particular broker-dealer may be in excess of
customary compensation).
The Selling Shareholders and any broker-dealers who act in connection with
the sale of the shares hereunder may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, and any commissions received by
them and profit on any sale of the Shares as principal might be deemed to be
underwriting discounts and commissions under the Securities Act.
LEGAL MATTERS
Certain legal matters in connection with the sale of the shares of Common
Stock offered hereby will be passed upon for the Company by Johanna G.
O'Loughlin, Esq., employed by the Company as its Vice President and General
Counsel. On January 20, 1997 Ms. O'Loughlin beneficially owned no shares of the
Company's Common Stock and held options to purchase an additional 4,000 shares
of Common Stock.
EXPERTS
The consolidated financial statements of the Equitable Resources, Inc.
appearing in the Company's Annual Report on Form 10-K as amended by its
Amendment No. 1 to its Annual Report on Form 10-K/A for the year ended December
31, 1995, 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.
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<PAGE>
EQUITABLE RESOURCES, INC.
164,345 SHARES OF COMMON STOCK
-----------------------------
PROSPECTUS
-----------------------------
JANUARY _____, 1997
No dealer, salesman or any other 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 by the Company. This Prospectus does
not constitute an offer to sell or a solicitation of any offer to buy any
securities in any jurisdiction in which such an offer or solicitation would be
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 hereof.
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<PAGE>
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 ....................................$1,482
Accounting fees and expenses..........................$5,000
Legal fees and expenses.................................$500
Other...................................................$500
Total Expenses......................................$7,482
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 1741 and 1742 of the Pennsylvania Business Corporation Law (the
"PBCL") provides 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 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 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.
<PAGE>
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
expense 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 as 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
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.
<PAGE>
As permitted by PBCL Section 1713, the Articles and 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.
In June, 1987, the Registrant entered into a separate Indemnity Agreement
with each of its then Directors and officers. These Indemnity Agreements provide
a contractual right to indemnification against expenses and liabilities (subject
to certain limitations and exceptions) and a contractual right to advancement of
expenses, and contain additional provisions regarding the determination of
entitlement, settlement of proceedings, insurance, rights of contribution, and
other matters.
ITEM 16. EXHIBITS
5.1 Consent of Johanna G. O'Loughlin, Esq. is contained in her Opinion
filed as Exhibit 5.1.
23.1 - Consent of Ernst & Young LLP.
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.
<PAGE>
(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 the provisions described under Item 15 above (other
than pursuant to the policy of directors and officers liability insurance), 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 issued.
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<PAGE>
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 March
25, 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 registrations
statement has been signed by the following persons in the capacities indicated
on March 25, 1997:
Signature Title
/s/FREDERICK H. ABREW President and Chief Executive Officer
Frederick H. Abrew and Director
/s/A. MARK ABRAMOVIC Senior Vice President and Chief Financial
A. Mark Abramovic Officer
/s/ JEFFREY C. SWOVELAND Vice President - Finance and Treasurer
Jeffrey C. Swoveland (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/ DONALD I. MORITZ Director
Donald I . Moritz
Director
Malcolm M. Prine
<PAGE>
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
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<PAGE>
Exhibit 5.1
OPINION AND CONSENT OF JOHANNA G. O'LOUGHLIN, ESQ.
March 25, 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, 164,345
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 164,345 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
eg\S397AME
<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 164,345 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
Pittsburgh, Pennsylvania
March 24, 1997
eg\S397AME
<PAGE>
REGISTRATION NO. 333-20323
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 1 TO
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 of Incorporation) (I.R.S. Employer Identification No.)
420 BOULEVARD OF THE ALLIES
PITTSBURGH, PA 15219
(412) 261-3000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
A. MARK ABRAMOVIC
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
EQUITABLE RESOURCES, INC.
420 BOULEVARD OF THE ALLIES
PITTSBURGH, PA 15219
(412) 553-5710
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this Registration Statement,
as determined by market conditions.
---------------------
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 TO BE 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, PLEASE CHECK THE FOLLOWING BOX. |X|
--------------------
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
-----------------
Calculation of Registration Fee
- --------------------------------------------------------------------------------
Title of each Proposed maximum Proposed maximum
class of Amount to be aggregate aggregate offering Amount of
securities to registered offering price price registration
be per share (*) (*) fee
registered
- --------------------------------------------------------------------------------
Common stock,
no par value 164,345 $29.75 $4,889,264 $1,482
shares
- --------------------------------------------------------------------------------
* Estimated solely for purposes of determining the registration fee.
eg\S397AM2
<PAGE>
Subject to completion dated January 24, 1997
PROSPECTUS
EQUITABLE RESOURCES, INC.
164,345 Shares of Common Stock
(without par value)
This Prospectus relates to up to 164,345 shares (the "Shares") of Common
Stock, without par value, of Equitable Resources, Inc., a Pennsylvania
corporation (the "Company"), which may be offered and sold by the selling
shareholders named herein (the "Selling Shareholders") from time to time. The
Shares were acquired from the Company through a certain transaction more
particularly described herein under the heading "Selling Shareholders." The
Company will receive no part of the proceeds from the sale of the Shares.
The distribution of the Shares by the Selling Shareholders may be effected
directly by means of ordinary brokers' transactions on the New York Stock
Exchange or Philadelphia Stock Exchange or in privately negotiated transactions
at such prices as may be obtainable and acceptable to the Selling Shareholders.
See "Plan of Distribution." The Company will pay the expenses of registration of
the Shares. The Selling Shareholders will pay all commissions and transfer
taxes, if any, and all fees and expenses of their own legal counsel and
accountants. The Company and the Selling Shareholders have agreed to indemnify
each other against certain liabilities, including liabilities under the
Securities Act of 1933, as amended (the "Securities Act").
The Shares are traded on the New York Stock Exchange and the Philadelphia
Stock Exchange under the trading symbol "EQT."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
- --------------------------------------------------------------------------
Underwriting Proceeds to
Price to Public discount Company
(1)
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
Per share 0 0
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
Total 0 0
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
(1) Not determinable at the present time.
The date of this prospectus is ____, 1997.
eg\S397AM2
<PAGE>
AVAILABLE INFORMATION
The Company, a Pennsylvania corporation, 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 and information
statements and other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy and information statements and other
information can be inspected and copied at the Public Reference Room of the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549
and at the regional offices maintained by the Commission at 7 World Trade
Center, 13th Floor, New York, New York 10048 and Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
materials can be obtained at prescribed rates from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Documents
filed by the Company can also be inspected at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005, and at the offices of the
Philadelphia Stock Exchange, 1900 Market Street, Philadelphia, Pennsylvania
19103, on which exchanges certain of the Company's securities are listed. In
addition, reports, proxy statements and other information concerning the Company
can be inspected at the offices of the Company at 420 Boulevard of the Allies,
Pittsburgh, Pennsylvania 15219.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are hereby incorporated by reference in this Prospectus the
following documents heretofore filed with the Securities and Exchange Commission
pursuant to the Exchange Act:
a) the Company's Annual Report on Form 10-K for the year ended
December 31, 1996.
^ -
b) the Company's definitive Proxy Statement dated April 9, 1996
-
in connection with its Annual Meeting of Shareholders held on
May 23, 1996.
-
c) The Company's current report on Form 8-K dated February 20, 1997.
^ -----------------
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the
offering of the Common Stock shall be deemed to be incorporated by reference
into this Prospectus from the dates of filing of such documents.
Upon written or oral request the Company will provide without charge to
any person to whom this Prospectus is delivered a copy of any or all information
incorporated by reference in this Prospectus (except exhibits to such
information, unless such exhibits are specifically incorporated by reference
herein). Such 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
Equitable Resources, Inc. is an energy service company engaged primarily,
through its divisions and subsidiaries, in the exploration for, and development,
production, purchase, transmission, storage, distribution and marketing of
natural gas, the extraction of natural gas liquids, the exploration for,
development, production and sale of oil and contract drilling, and the marketing
of electricity and cogeneration development.
<PAGE>
Exploration and production activities are conducted by Equitable Resources
Energy Company through its divisions and subsidiaries. Its 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.
Energy marketing activities are conducted by ERI Services, Inc. Its
activities include marketing of natural gas and electricity, extraction and sale
of natural gas liquids, intrastate transportation, cogeneration development and
central facility plant operations.
Natural gas distribution activities comprise the operations of Equitable
Gas Company, the Company's state-regulated natural gas utility. Natural gas
distribution services are provided to more than 266,000 customers located mainly
in the city of Pittsburgh and its environs and, to a more limited extent, in
northern West Virginia and through field line sales in Eastern Kentucky.
Natural gas transmission activities are conducted by three Federal
Energy Regulatory Commission-regulated gas pipelines: Kentucky West
Virginia Gas Company, L.L.C., Equitrans, L.P. and Nora Transmission
Company. Activities include gas transportation, gathering, storage,
and marketing activities.
RECENT DEVELOPMENTS
The Company has entered into an agreement with the Department of Energy to
--------------------------------------------------------------------------
acquire a 67 mile oil pipeline in Southern Louisiana. The purchase price for the
- --------------------------------------------------------------------------------
pipeline is $22,000,000 with the sale scheduled to close May 1, 1997. The
- --------------------------------------------------------------------------------
Company intends to convert the pipeline to a high pressure natural gas pipeline
- --------------------------------------------------------------------------------
which is expected to be fully operational by July 1, 1997. The pipeline
- --------------------------------------------------------------------------------
acquisition is intended to increase the Company's ability to provide natural gas
- --------------------------------------------------------------------------------
to industrial gas consumers in the Gulf Coast Region of the United States.
- --------------------------------------------------------------------------------
SELLING SHAREHOLDERS
The Shares of the Company's Common Stock registered hereunder are to be
sold for the accounts of the following Selling Shareholders in the following
amounts:
David I. Rowland 80,560 Shares
David G. Mannherz 29,776 Shares
Patrick J. Cannata 21,825 Shares
Nicholas Yacyk 16,092 Shares
Stephen Barvenik 16,092 Shares
The Shares represent approximately one-half of one percent of the
Company's issued and outstanding shares. Of the 164,345 shares being registered
for the account of the Selling Shareholders, 121,551 shares in the aggregate are
issuable by the Company to the Selling Shareholders on January 24, 1997.
Additional shares will be held for a period of one to three years before being
released to the Selling Shareholders.
<PAGE>
David Rowland is the President, David Mannherz and Stephen Barvenik are
Vice Presidents and Nicholas Yacyk and Patrick Cannata are supervisory employees
of Scallop Thermal Management, Inc. ("Scallop"). All of the outstanding stock of
Scallop was acquired on January 24, 1997 by EQT Capital Corporation, a
wholly-owned subsidiary of the Company. None of the Selling Shareholders had a
material relationship with the Company or any of its affiliates prior to that
date. The Company's common stock which is owned by the Selling Shareholders was
received through that transaction.
The Shares offered hereunder represent all of the shares held by the
Selling Shareholders.
PLAN OF DISTRIBUTION
The Shares are being offered for the respective accounts of the Selling
Shareholders. The Company will not receive any proceeds from the sale of any
Shares by the Selling Shareholders.
The sale of Shares by the Selling Shareholders may be effected from time
to time by means of ordinary brokers' transactions on the New York Stock
Exchange or the Philadelphia Stock Exchange or in privately negotiated
transactions at such prices as may be obtainable and acceptable to the Selling
Shareholders. The Selling Shareholders may effect such transactions by selling
the Shares to or through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts, concessions or commissions from the
Selling Shareholders and/or the purchasers of the Shares for which such
broker-dealers may act as agent or to whom they sell as principal, or both
(which compensation as to a particular broker-dealer may be in excess of
customary compensation).
The Selling Shareholders and any broker-dealers who act in connection with
the sale of the shares hereunder may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, and any commissions received by
them and profit on any sale of the Shares as principal might be deemed to be
underwriting discounts and commissions under the Securities Act.
LEGAL MATTERS
Certain legal matters in connection with the sale of the shares of Common
Stock offered hereby will be passed upon for the Company by Johanna G.
O'Loughlin, Esq., employed by the Company as its Vice President and General
Counsel. On January 20, 1997 Ms. O'Loughlin beneficially owned no shares of the
Company's Common Stock and held options to purchase an additional 4,000 shares
of Common Stock.
EXPERTS
The consolidated financial statements of the Equitable Resources, Inc.
appearing in the Company's Annual Report on Form 10-K as amended by its
Amendment No. 1 to its Annual Report on Form 10-K/A for the year ended December
31, 1995, 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.
eg\S397AM2
<PAGE>
EQUITABLE RESOURCES, INC.
164,345 SHARES OF COMMON STOCK
-----------------------------
PROSPECTUS
-----------------------------
JANUARY _____, 1997
No dealer, salesman or any other 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 by the Company. This Prospectus does
not constitute an offer to sell or a solicitation of any offer to buy any
securities in any jurisdiction in which such an offer or solicitation would be
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 hereof.
eg\S397AM2
<PAGE>
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 ....................................$1,482
Accounting fees and expenses..........................$5,000
Legal fees and expenses.................................$500
Other...................................................$500
Total Expenses......................................$7,482
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 1741 and 1742 of the Pennsylvania Business Corporation Law (the
"PBCL") provides 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 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 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.
<PAGE>
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
expense 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 as 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
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.
<PAGE>
As permitted by PBCL Section 1713, the Articles and 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.
In June, 1987, the Registrant entered into a separate Indemnity Agreement
with each of its then Directors and officers. These Indemnity Agreements provide
a contractual right to indemnification against expenses and liabilities (subject
to certain limitations and exceptions) and a contractual right to advancement of
expenses, and contain additional provisions regarding the determination of
entitlement, settlement of proceedings, insurance, rights of contribution, and
other matters.
ITEM 16. EXHIBITS
5.1 Consent of Johanna G. O'Loughlin, Esq. is contained in her Opinion
filed as Exhibit 5.1.
23.1 - Consent of Ernst & Young LLP.
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.
<PAGE>
(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 the provisions described under Item 15 above (other
than pursuant to the policy of directors and officers liability insurance), 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 issued.
eg\S397AM2
<PAGE>
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
March 25, 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 registrations
statement has been signed by the following persons in the capacities indicated
on March 25, 1997:
--------------
Signature Title
/s/FREDERICK H. ABREW President and Chief Executive Officer
Frederick H. Abrew and Director
/s/A. MARK ABRAMOVIC Senior Vice President and Chief Financial
A. Mark Abramovic Officer
/s/ JEFFREY C. SWOVELAND Vice President - Finance and Treasurer
Jeffrey C. Swoveland (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/ DONALD I. MORITZ Director
Donald I . Moritz
Director
Malcolm M. Prine
<PAGE>
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
eg\S397AM2
<PAGE>
Exhibit 5.1
OPINION AND CONSENT OF JOHANNA G. O'LOUGHLIN, ESQ.
March 25, 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, 164,345
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 164,345 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
eg\S397AM2
<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 164,345 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
Pittsburgh, Pennsylvania
March 24, 1997
- --------------
eg\S397AM2
