SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-3551
EQUITABLE RESOURCES, INC. EMPLOYEE SAVINGS PLAN
(Full title of the Plan and address of the Plan,
if different from that of the issuer named below)
EQUITABLE RESOURCES, INC.
420 Boulevard of the Allies,
Pittsburgh, Pennsylvania 15219
(Name of issuer of the securities held pursuant to the
plan and the address of principal executive office)
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
members of the Administrative Committee of the Plan have duly caused this annual
report to be signed on its behalf by the undersigned hereunto duly authorized.
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
(Name of Plan)
By /s/ A. Mark Abramovic
A. Mark Abramovic
Senior Vice President -
and Chief Financial Officer
<PAGE>
CONTENTS
Page
Report of independent auditors 3
Financial statements
Statements of net assets available for benefits 4
Statement of changes in net assets available for benefits 5-6
Notes to financial statements 7-12
Supplementary information Schedule
Assets held for investment 1
Transactions or series of transactions in excess of 5% of the
current value of plan assets 2
June 27, 1997
<PAGE>
REPORT OF INDEPENDENT AUDITORS
Administrative Committee
Equitable Resources, Inc. Employee Savings Plan
We have audited the accompanying statements of net assets available for
plan benefits of the Equitable Resources, Inc. Employee Savings Plan (the Plan)
as of December 31, 1996, and 1995 and the related statement of changes in net
assets available for plan benefits for the year ended December 31, 1996. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for plan benefits of
the Plan as of December 31, 1996 and 1995, and the related statement of changes
in net assets available for plan benefits for the year ended December 31, 1996,
in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
of assets held for investment as of December 31, 1996, and transactions or
series of transactions in excess of 5% of the current value of plan assets for
the year ended December 31, 1996, are presented for purposes of complying with
the Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974, and are not a
required part of the basic financial statements. The Fund Information in the
statements of net assets available for benefits and the statement of changes in
net assets available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for benefits and
changes in net assets available for benefits of each fund. The supplemental
schedules and Fund Information have been subjected to the auditing procedures
applied in our audits of the financial statements and, in our opinion, are
fairly stated in all material respects in relation to the 1996 financial
statements taken as a whole.
/s/ Ernst & Young LLP
Ernst & Young LLP
Pittsburgh, Pennsylvania
May 23, 1997
<PAGE>
<TABLE>
<CAPTION>
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31
1996 1995
<S> <C> <C>
Investments, at fair value-Note 3:
The George Putnam Fund of Boston $ 5,731,879 $ 4,931,626
The Putnam Fund for Growth and Income 6,074,415 4,394,710
Putnam Income Fund 1,359,530 1,425,773
Putnam Voyager Fund 6,486,805 4,277,817
Putnam Asset Allocation-Growth Portfolio 407,684 125,276
Putnam Asset Allocation-Balanced Portfolio 363,730 99,230
Putnam Asset Allocation-Conservative Portfolio 98,833 9,158
Putnam International Growth Fund 559,116 144,009
Loan Fund 909,116 747,089
Putnam Stable Value Fund 5,478,563 5,916,904
Employer Stock Fund 4,020,559 4,194,752
-------------- ---------------
31,490,230 26,266,344
Receivables
Matching Contribution 43,916 -
Contract Contribution 126,279 -
-------------- ---------------
170,195 -
-------------- ---------------
$ 31,660,425 $ 26,266,344
============== ===============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1996
The Putnam
The George Fund for Putnam Putnam
Putnam Fund Growth Income Voyager Growth
of Boston and Income Fund Fund Portfolio
<S> <C> <C> <C> <C> <C>
Additions to plan equity
attributed to:
Investment income
Interest and dividends $ 511,001 $ 507,930 $ 97,742 $ 407,428 $ 21,612
Interest on participant loans - - - - -
------------ ------------ ------------ ----------- -------------
Total investment income 511,001 507,930 97,742 407,428 21,612
Gain realized on sale or
distribution of Equitable Resources,
Inc. Common Stock - - - - -
Unrealized depreciation of
investment in Equitable Resources,
Inc. Common Stock - - - - -
Unrealized appreciation (depreciation)
in value of investment 293,698 523,658 (39,930) 195,919 19,406
Contributions
Matching 123,000 168,745 43,272 279,648 29,340
Contract 666,705 874,464 241,259 1,388,751 141,581
------------ ------------ ------------ ----------- -------------
Total contributions 789,705 1,043,209 284,531 1,668,399 170,921
------------ ------------ ------------ ----------- -------------
Total additions 1,594,404 2,074,797 342,343 2,271,746 211,939
Deductions from plan equity
attributed to:
Withdrawals by participants 569,839 562,455 193,648 641,466 8,240
Purchase of life insurance - - - - -
Expenses 4,186 4,219 1,333 5,282 429
------------ ------------ ------------ ----------- -------------
Total deductions 574,025 566,674 194,981 646,748 8,669
Transfers to (from) funds (201,415) 203,665 (207,282) 638,507 85,502
------------ ------------ ------------ ----------- -------------
Net increase (decrease)
in net assets available
for plan benefits 818,964 1,711,788 (59,920) 2,263,505 288,772
Net assets available for
plan benefits:
At beginning of year 4,931,626 4,394,710 1,425,773 4,277,817 125,276
------------ ------------ ------------ ----------- -------------
At end of year $ 5,750,590 $ 6,106,498 $ 1,365,853 $ 6,541,322 $ 414,048
============ ============ ============ =========== =============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1996
Putnam Putnam Life
Balanced Conservative International Loan Stable Employer Insurance Combined
Portfolio Portfolio Growth Fund Fund Value Fund Stock Fund Fund Funds
<S> <C> <C> <C> <C> <C> <C> <C>
$ 22,849 $ 5,228 $ 7,656 $ - $ 325,874 $ 158,493 $ - $ 2,065,813
- - - 66,828 - - - 66,828
----------- ----------- ----------- ----------- --------- --------- ---------- -----------
22,849 5,228 7,656 66,828 325,874 158,493 - 2,132,641
- - - - - 143,793 - 143,793
- - - - - (347,147) - (347,147)
14,700 1,012 49,836 - - - - 1,058,299
22,726 5,861 33,179 - 120,383 387,268 - 1,213,422
101,033 29,314 151,763 - 782,856 298,286 32,396 4,708,408
----------- ----------- ----------- ----------- --------- --------- ---------- -----------
123,759 35,175 184,942 - 903,239 685,554 32,396 5,921,830
----------- ----------- ----------- ----------- --------- --------- ---------- -----------
161,308 41,415 242,434 66,828 1,229,113 640,693 32,396 8,909,416
1,611 281 61,448 24,992 1,116,616 279,353 - 3,459,949
- - - - - - 32,396 32,396
294 70 404 - 6,290 483 - 22,990
----------- ----------- ----------- ----------- --------- --------- ---------- -----------
1,905 351 61,852 24,992 1,122,906 279,836 32,396 3,515,335
109,445 49,873 241,880 120,191 (527,590) (512,776) - -
----------- ----------- ----------- ----------- --------- --------- ---------- -----------
268,848 90,937 422,462 162,027 (421,383) (151,919) - 5,394,081
99,230 9,158 144,009 747,089 5,916,904 4,194,752 - 26,266,344
----------- ----------- ----------- ----------- --------- --------- ---------- -----------
$ 368,078 $ 100,095 $ 566,471 $ 909,116 $5,495,521 $4,042,833 $ - $31,660,425
=========== =========== =========== =========== ========== ========== ========== ===========
</TABLE>
<PAGE>
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDING
DECEMBER 31, 1996
1. Description of the Plan
The following description of the Equitable Resources, Inc. Employee
Savings Plan (Plan) provides only general information. Participants should
refer to the Plan agreement for a more complete description of the Plan's
provisions.
General
The Plan is a defined contribution profit sharing and savings plan, with a
401(k) salary reduction feature, implemented on September 1, 1985, by
Equitable Resources, Inc. and certain subsidiaries (the Company or
Companies).
All regular, full-time, non-union employees of the Companies are eligible
to participate in the Plan immediately upon hire. The Plan is subject to
the provisions of the Employee Retirement Income Security Act of 1974
(ERISA).
In December 1995 the Company changed the Plan year to a calendar year from
the previous Plan year of October 31. The change had no effect on net
assets available for plan benefits.
Contributions
The Companies make contributions to the Plan equal to the amount by which
participants agree to reduce their salaries (Contract Contributions).
These contributions are considered to be Company (as opposed to employee)
contributions to the Plan. In addition, prior to January 1, 1996, the
Companies could, at their discretion, contribute an additional amount to
the Plan (Discretionary Contributions). No Discretionary Contributions
were made for the period ended December 31, 1995.
Effective January 1, 1996, the Companies began matching 50 percent of the
first six percent of Contract Contributions made (Matching Contributions)
in lieu of making Discretionary Contributions.
All contributions are allocated to individual participant accounts.
Rollover Contributions
Participants are allowed to make rollover contributions (contributions
transferred to the Plan from other qualified retirement plans), subject to
certain requirements.
<PAGE>
1. Description of Plan (Continued)
Vesting
Participants are 100% vested in the value of Contract Contributions made,
and any rollover contributions.
If employment is terminated for any reason other than retirement, death,
or total and permanent disability, a participant is entitled to receive
the vested value of any Discretionary and Matching Contributions, as
determined in accordance with the following schedule:
Years of Continuous Service Vested Interest
Less than five years 0%
Five years or more 100%
Amounts forfeited by participants upon termination will be used to reduce
the amount of the Company's future Matching Contributions to the Plan.
Upon retirement, death, total and permanent disability or termination of
the Plan, a participant is entitled to receive the full value of any
Discretionary or Matching Contributions, regardless of years of continuous
service.
Withdrawals by Participants
Payments to participants are made in one of two ways: a single cash
payment or distribution of stock (mandatory for participants who are
terminated for a reason other than retirement, death or disability) or
equal periodic payments over the lesser of:
a) the life expectancy of the participant and beneficiary or
b) twenty (20) years.
Loans to Participants
A participant may borrow money from the Plan in amounts up to 50 percent
of the value of the participant's account, plus the vested portion of
Discretionary and Matching Contributions, subject to certain limitations.
All loans are at a rate consistent with rates charged by commercial
lenders for similar loans. One half of the participant's nonforfeitable
interest in the Plan at the time of the loan is pledged as collateral.
<PAGE>
1. Description of Plan (Continued)
Investment of Contributions
Contributions are initially deposited with the Plan's trustee, Putnam
Investments (Putnam). The Plan authorizes the participants to direct
Putnam to invest their accounts in various combinations of the investments
funds described below:
a. The George Putnam Fund of Boston - is a mutual fund that consists of a
portfolio balanced between stocks and bonds.
b. The Putnam Fund for Growth and Income - is a mutual fund that invests
primarily in common stocks that offer potential for capital growth,
current income, or both.
c. Putnam Income Fund - is a mutual fund that invests primarily in
income-producing securities, including both government and corporate
obligations, preferred stocks, and dividend-paying common stocks.
d. Putnam Voyager Fund - is a mutual fund that invests primarily in
common stocks of smaller and newer companies expected to grow
substantially faster than that of the market averages.
e. Putnam Asset Allocation: Growth Portfolio - is a mutual fund focusing
on capital appreciation by investing in a range of both equity and
fixed income securities. Equity securities can range between 65-95% of
the total assets of the Fund with fixed income securities ranging
between 5-35% of the total assets of the Fund.
f. Putnam Asset Allocation: Balanced Portfolio - is a mutual fund
focusing on total return by investing in a range of both equity and
fixed income securities. Equity securities can range between 25-50% of
the total assets of the Fund with fixed income securities ranging
between 25-50% of the total assets of the Fund.
g. Putnam Asset Allocation: Conservative Portfolio - is a mutual fund
focusing on total return consistent with preservation of capital; the
Fund invests in a range of both equity and fixed income securities.
Equity securities can range between 25-45% of the total assets of the
Fund with fixed income securities ranging between 55-75% of the total
assets of the Fund.
h. Putnam International Growth Fund - is a mutual fund that invests
primarily in a diversified portfolio of stocks of companies located
outside North America.
<PAGE>
1. Description of Plan (Continued)
Investment of Contributions (Continued)
i. Putnam Stable Value Fund - is a collective investment trust which
invests primarily in high-quality fixed-income investments that offer
price stability and liquidity; these investments may include
guaranteed investment contracts (GICs) that are guaranteed by an
insurance company or bank and generally provide a fixed rate of return
for a specified time period. Should the underlying insurance companies
and banks which issued the investments experience inadequate financial
return on their assets, it could potentially affect the investment
return or principal of the Plan's investments. Presently, the Plan is
not aware of any situation which would cause this to occur.
Withdrawals from this Fund may be temporarily delayed at Putnam's
discretion due to the liquidity of the assets underlying this Fund.
j. Employer Stock Fund - invests in the Common Stock of the Company.
k. Life Insurance Fund - is comprised solely of life insurance contracts
issued on the lives of participants. This option is subject to a
limitation that no more than 25% of the contributions allocated to a
participant may be allocated to the purchase of insurance. Amounts
contributed to the Plan for life insurance premiums are paid out to an
insurance carrier and reflected as an expense of the Plan. A Company
contract with EQUICOR provides this investment vehicle and fund
management.
2. Summary of Significant Accounting Policies
Investments
Short-term investments are valued at cost, which approximates market. The
Equitable Resources, Inc. common stock is valued at market price as
quoted on the New York Stock Exchange.The contracts included in the Stable
Value Fund are valued at face value, which approximates market. Other
investments are valued at market.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from those estimates.
<PAGE>
<TABLE>
<CAPTION>
3. Investments
Investments are comprised of:
DECEMBER 31, 1996
Fair Original
Value Cost
----- ----
<S> <C> <C>
The George Putnam Fund of Boston $ 5,731,879 $ 5,323,226
The Putnam Fund for Growth and Income 6,074,415 5,426,169
Putnam Income Fund 1,359,530 1,349,391
Putnam Voyager Fund 6,486,805 6,206,849
Putnam Asset Allocation - Growth Portfolio 407,684 390,099
Putnam Asset Allocation - Balanced Portfolio 363,730 351,352
Putnam Asset Allocation - Conservative Portfolio 98,833 97,894
Putnam International Growth Fund 559,116 511,894
Loan Fund 909,116 909,116
Putnam Stable Value Fund 5,478,563 5,478,563
Employer Stock Fund * 4,020,559 3,412,451
------------- -------------
Total $ 31,490,230 $ 29,457,004
============= =============
DECEMBER 31, 1995
Fair Original
Value Cost
The George Putnam Fund of Boston $ 4,931,626 $ 4,760,387
The Putnam Fund for Growth and Income 4,394,710 4,189,972
Putnam Income Fund 1,425,773 1,373,758
Putnam Voyager Fund 4,277,817 4,093,876
Putnam Asset Allocation - Growth Portfolio 125,276 125,616
Putnam Asset Allocation - Balanced Portfolio 99,230 94,441
Putnam Asset Allocation - Conservative Portfolio 9,158 9,134
Putnam International Growth Fund 144,009 139,338
Loan Fund 747,089 747,089
Putnam Stable Value Fund 5,916,904 5,916,904
Employer Stock Fund* 4,194,752 3,233,707
------------- -------------
Total $ 26,266,344 $ 24,684,222
============= =============
<FN>
The annual interest rate for the Stable Value Fund was 6.01% for the year
ended December 31, 1996.
* Represents 135,145 and 134,232 shares of common stock at December 31,
1996 and 1995, respectively.
</FN>
</TABLE>
<PAGE>
4. Gain Realized on Sale/Distribution of Stock
During the year ended December 31, 1996, 34,676 shares of Equitable
Resources, Inc. Common Stock with a market value of $999,534 and were sold
at an average price of $28.83 per share. The cost of the shares sold was
calculated using the "average cost" method.
5. Plan Termination
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of
Plan termination, the interests of all affected participants will become
fully vested.
6. Income Tax Status of Plan
The Internal Revenue Service has determined that the Plan is qualified
under Section 401(a) of the Internal Revenue Code and exempt under Section
501(a) of the Code. Future amendments will be made to the Plan as
necessary so that the Plan remains qualified and tax exempt under the
Code.
7. Federal Income Tax Status - Employee
Contributions by the employer to the Plan (including those resulting from
salary reduction) and all dividends and interest earned on such
contributions are not taxable to the participant for federal income tax
purposes until distributed.
The tax consequences, to participants, of a distribution from the Plan are
dependent upon the circumstances existing at the time of distribution.
Delinquent and unpaid loans are considered distributions from the Plan. In
general, a participant is subject to federal income tax on a distribution
in the year received. Special rules applicable to lump sum distributions
may result in deferral of taxation in whole or in part.
8. Subsequent Event
During 1996, the Company terminated its defined benefit pension plan for
non-utility employees. Participants in the terminated plan had the option
to transfer their calculated benefit obligations to an annuity or the
Equitable Resources, Inc. Employee Savings Plan.
<PAGE>
SUPPLEMENTARY INFORMATION
<PAGE>
<TABLE>
<CAPTION>
EQUITABLE RESOURCES, INC. SCHEDULE 1
EMPLOYEE SAVINGS PLAN
ASSETS HELD FOR INVESTMENT
DECEMBER 31, 1996
CURRENT
IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT COST VALUE
<S> <C> <C> <C>
The George Putnam Fund of Boston 349,505 units $ 5,323,226 $ 5,731,879
The Putnam Fund for Growth and Income 337,093 units $ 5,426,169 $ 6,074,415
Putnam Income Fund 193,942 units $ 1,349,391 $ 1,359,530
Putnam Voyager Fund 402,407 units $ 6,206,849 $ 6,486,805
Putnam Asset Allocation-Growth Portfolio 36,303 units $ 390,099 $ 407,684
Putnam Asset Allocation-Balanced Portfolio 34,674 units $ 351,352 $ 363,730
Putnam Asset Allocation-Conservative Portfolio 10,317 units $ 97,894 $ 98,833
Putnam International Growth Fund 37,200 units $ 511,894 $ 559,116
Loan Fund 9.25% N/A $ 909,116
Putnam Stable Value Fund 6.01 % per annum(1) $ 5,478,563 $ 5,478,563
Employer Stock Fund(2) 135,145 shares $ 3,385,105 $ 4,020,559
common stock
</TABLE>
(1)Rate in effect for the period ended December 31, 1996.
(2)Party in interest to the Plan.
<PAGE>
<TABLE>
<CAPTION>
EQUITABLE RESOURCES, INC. SCHEDULE 2
EMPLOYEE SAVINGS PLAN
TRANSACTIONS OR SERIES OF TRANSACTIONS IN EXCESS OF 5%
OF THE CURRENT VALUE OF PLAN ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1996
NUMBER OF TOTAL NUMBER TOTAL SALES ORIGINAL NET GAIN
PARTY INVOLVED DESCRIPTION OF INVESTMENT PURCHASES PURCHASES OF SALES PROCEEDS COST OR (LOSS)
SERIES TRANSACTIONS:
<S> <C> <C> <C> <C> <C> <C> <C>
Putnam Putnam Fund for Growth and Income 169 $ 2,090,342 - $ - $ 2,090,342 -
Putnam Putnam Voyager Fund 199 $ 3,221,569 - $ - $ 3,221,569 -
Putnam Putnam Stable Value Fund 224 $ 1,942,833 - $ - $ 1,942,833 -
Putnam Putnam Stable Value Fund - $ - 212 $ 2,381,181 $ 2,381,181 -
Putnam The George Putnam Fund of Boston 117 $ 1,545,175 $ 1,545,175
</TABLE>
