UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 7, 1998
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EQUITABLE RESOURCES, INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 1-3551 25-0464690
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
420 Boulevard of the Allies, Pittsburgh, Pennsylvania 15219
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (412) 261-3000
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NONE
(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On September 12, 1998, AEP Resources, Inc., and affiliates, subsidiaries of
American Electric Power, a New York corporation ("Buyer"), entered into a
Purchase Agreement (the "Purchase Agreement") with certain subsidiaries of
Equitable Resources, Inc., a Pennsylvania corporation ("Registrant"), pursuant
to which Buyer agreed to purchase substantially all of Registrant's natural gas
midstream operations (the "Business"). The Business includes an integrated gas
gathering, processing, and storage system in Louisiana and natural gas marketing
activities in Houston.
On December 1, 1998, (the "Closing Date"), the sale of the Business was
completed. Buyer, through certain wholly-owned subsidiaries, acquired from
Registrant on the Closing Date certain trading assets and all of the outstanding
stock of Equitable Storage Company LLC and Equitable Pipeline Company and
subsidiaries which include Louisiana Intrastate Gas Company, LLC and its
affiliates.
In accordance with the Purchase Agreement, Buyer and its affiliates paid to
Registrant and its affiliates on the Closing Date $320,000,000 as adjusted
pursuant to the Purchase Agreement (the "Purchase Price"). Registrant and its
affiliates retained as of the Closing Date certain specified liabilities. Except
as specifically provided in the Purchase Agreement, the Buyer and its affiliates
generally assumed all liabilities of the Business arising from the operations,
activities, and transactions of the Business.
The Purchase Agreement provides that the Purchase Price is subject to final
adjustment. Such an adjustment to the Purchase Price will be determined after
completion of a closing balance sheet of the Business as at November 30, 1998.
Such closing balance sheet must be delivered by Registrant to Buyer within 120
days of the Closing Date. As with any other dispute among the parties with
respect to the Purchase Agreement, any unresolved dispute concerning a possible
adjustment to the Purchase Price will be subject to binding arbitration.
Net proceeds of this transaction will be used to further strategies of the
Registrant and may be used to retire debt, fund stock repurchases or for new
investments.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereto duly authorized.
EQUITABLE RESOURCES, INC.
(Registrant)
By /s/ David L. Porges
_____________________________
David L. Porges
Senior Vice President and
Chief Financial Officer
December 7, 1998
