SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
[ ] 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>
CONTENTS
Page
Report of independent auditors 2
Financial statements
Statements of net assets available for benefits 3
Statements of changes in net assets available for benefits 4 - 7
Notes to financial statements 8 - 13
Supplementary information
Schedule 1:
Item 27(a) Assets Held for Investment Purposes
(At the End of the Plan Year) 14
Schedule 2:
Item 27(d) Reportable Transactions 15
All other schedules required by the Department
of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income
Security Act of 1974, as Amended (ERISA) has been
omitted because there is no information to report.
Signature 16
Index to Exhibits 17
<PAGE>
REPORT OF INDEPENDENT AUDITORS
Administrative Committee
Equitable Resources, Inc. Employee Savings Plan
We have audited the accompanying statements of net assets available for
benefits of the Equitable Resources, Inc. Employee Savings Plan (the Plan) as of
December 31, 1997 and 1996 and the related statements of changes in net assets
available for benefits for the years then ended. 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 benefits of the
Plan as of December 31, 1997 and 1996, and the related statements of changes in
net assets available for benefits for the years then ended, 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 purposes as of December 31, 1997, and reportable
transactions for the year ended December 31, 1997, 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 statements 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 financial statements
taken as a whole.
/s/ Ernst & Young LLP
Ernst & Young LLP
Pittsburgh, Pennsylvania
June 15, 1998
<PAGE>
<TABLE>
<CAPTION>
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31
1997 1996
-----------------------------------
<S> <C> <C>
Investments, at fair value:
The George Putnam Fund of Boston $ 8,741,371 $ 5,731,879
The Putnam Fund for Growth and Income 12,191,995 6,074,415
Putnam Income Fund 1,902,608 1,359,530
Putnam Voyager Fund 12,685,425 6,486,805
Putnam Asset Allocation-Growth Portfolio 1,849,272 407,684
Putnam Asset Allocation-Balanced Portfolio 1,309,012 363,730
Putnam Asset Allocation-Conservative Portfolio 691,494 98,833
Putnam International Growth Fund 1,916,443 559,116
Loan Fund 1,020,130 909,116
Putnam Stable Value Fund 6,914,442 5,478,563
Employer Stock Fund 5,988,605 4,020,559
-------------- --------------
55,210,797 31,490,230
Receivables
Employer Contribution 2,503,906 43,916
Contract Contribution - 126,279
-------------- --------------
2,503,906 170,195
-------------- --------------
Net Assets Available for Benefits $ 57,714,703 $ 31,660,425
============== ==============
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1997
The George The Putnam
Putnam Fund Fund for Growth Putnam Income
of Boston and Income Fund
-----------------------------------------------------
<S> <C> <C> <C>
Additions:
Investment income:
Interest and dividends $ 822,648 $ 1,595,516 $ 113,473
Interest on participant loans - - -
------------ ------------- -----------
Total investment income 822,648 1,595,516 113,473
Net appreciation in fair value
of investments 658,502 510,539 29,653
Contributions:
Employer 312,344 524,534 91,316
Contract 484,429 973,194 162,986
------------ ------------- ------------
Total contributions 796,773 1,497,728 254,302
------------ ------------- ------------
Total additions 2,277,923 3,603,783 397,428
Deductions:
Withdrawals by participants 798,421 784,045 256,175
Purchase of life insurance - - -
Expenses 3,734 5,136 1,321
------------ ------------- ------------
Total deductions 802,155 789,181 257,496
Transfers to (from) funds (213,265) 631,801 (39,597)
Transfers in from another Company
plan (Note 7) 1,935,128 2,986,467 496,894
------------ ------------- ------------
Net increase in net assets
available for benefits 3,197,631 6,432,870 597,229
Net assets available for benefits:
At beginning of year 5,750,590 6,106,498 1,365,853
------------ ------------- ------------
At end of year $ 8,948,221 $ 12,539,368 $ 1,963,082
============ ============= ============
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1997
(CONTINUED)
Putnam Putnam Asset Putnam Asset
Voyager Allocation: Allocation:
Fund Growth Portfolio Balanced Portfolio
--------------------------------------------------------
<S> <C> <C> <C>
Additions:
Investment income:
Interest and dividends $ 810,157 $ 150,894 $ 122,173
Interest on participant loans - - -
------------ ------------ ------------
Total investment income 810,157 150,894 122,173
Net appreciation in fair value
of investments 1,871,595 99,704 86,705
Contributions:
Employer 751,128 100,628 70,233
Contract 1,439,027 274,269 136,934
------------ ------------ -------------
Total contributions 2,190,155 374,897 207,167
------------ ------------ -------------
Total additions 4,871,907 625,495 416,045
Deductions:
Withdrawals by participants 1,108,369 64,957 37,337
Purchase of life insurance - - -
Expenses 7,027 1,099 515
------------ ------------ -------------
Total deductions 1,115,396 66,056 37,852
Transfers to (from) funds (946,801) 90,217 (196,717)
Transfers in from another Company
plan (Note 7) 3,831,828 852,209 805,970
------------ ------------ -------------
Net increase in net assets
available for benefits 6,641,538 1,501,865 987,446
Net assets available for benefits:
At beginning of year 6,541,322 414,048 368,078
------------ ------------ -------------
At end of year $13,182,860 $ 1,915,913 $ 1,355,524
============ ============ =============
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1997
(CONTINUED)
Putnam Asset
Allocation: Putnam
Conservative International Putnam Stable
Portfolio Growth Fund Loan Fund Value Fund
---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Additions:
Investment income:
Interest and dividends $ 33,589 $ 129,589 $ - $ 396,504
Interest on participant loans - - 74,705 -
---------- ------------ ------------ ------------
Total investment income 33,589 129,589 74,705 396,504
Net appreciation in fair value
of investments 15,193 115,425 - -
Contributions:
Employer 21,353 121,167 - 280,083
Contract 46,393 249,211 - 394,003
---------- ------------ ------------ ------------
Total contributions 67,746 370,378 - 674,086
---------- ------------ ------------ ------------
Total additions 116,528 615,392 74,705 1,070,590
Deductions:
Withdrawals by participants 9,967 199,095 32,358 767,552
Purchase of life insurance - - - -
Expenses 200 943 - 4,934
---------- ------------ ------------ ------------
Total deductions 10,167 200,038 32,358 772,486
Transfers to (from) funds 271,058 299,713 68,667 81,071
Transfers in from another Company
plan (Note 7) 228,121 715,148 - 1,225,231
---------- ------------ ------------ ------------
Net increase in net assets
available for benefits 605,540 1,430,215 111,014 1,604,406
Net assets available for benefits:
At beginning of year 100,095 566,471 909,116 5,495,521
---------- ------------ ------------ ------------
At end of year $ 705,635 $ 1,996,686 $ 1,020,130 $ 7,099,927
========== ============ ============ ============
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1997
(CONTINUED)
Employer Life Insurance Combined
Stock Fund Fund Funds
-----------------------------------------------------
<S> <C> <C> <C>
Additions:
Investment income:
Interest and dividends $ 191,779 $ - $ 4,366,322
Interest on participant loans - - 74,705
------------ ------------ ------------
Total investment income 191,779 - 4,441,027
Net appreciation in fair value
of investments 912,983 - 4,300,299
Contributions:
Employer 1,508,119 - 3,780,905
Contract 260,918 24,106 4,445,470
------------ ------------ ------------
Total contributions 1,769,037 24,106 8,226,375
------------ ------------ ------------
Total additions 2,873,799 24,106 16,967,701
Deductions:
Withdrawals by participants 580,476 - 4,638,752
Purchase of life insurance - 24,106 24,106
Expenses 369 - 25,278
------------ ------------ ------------
Total deductions 580,845 24,106 4,688,136
Transfers to (from) funds (46,147) - -
Transfers in from another Company
plan (Note 7) 697,717 - 13,774,713
------------ ------------ ------------
Net increase in net assets
available for benefits 2,944,524 - 26,054,278
Net assets available for benefits:
At beginning of year 4,042,833 - 31,660,425
------------ ------------ ------------
At end of year $ 6,987,357 $ - $57,714,703
============ ============ ============
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1996
The George The Putnam
Putnam Fund Fund for Growth Putnam Income
of Boston and Income Fund
-----------------------------------------------------
<S> <C> <C> <C>
Additions:
Investment income:
Interest and dividends $ 511,001 $ 507,930 $ 97,742
Interest on participant loans - - -
------------ ----------- -----------
Total investment income 511,001 507,930 97,742
Net appreciation (depreciation) in fair
value of investments 293,698 523,658 (39,930)
Contributions:
Matching 123,000 168,745 43,272
Contract 666,705 874,464 241,259
------------ ----------- -----------
Total contributions 789,705 1,043,209 284,531
------------ ----------- -----------
Total additions 1,594,404 2,074,797 342,343
Deductions:
Withdrawals by participants 569,839 562,455 193,648
Purchase of life insurance - - -
Expenses 4,186 4,219 1,333
------------ ----------- -----------
Total deductions 574,025 566,674 194,981
Transfers to (from) funds (201,415) 203,665 (207,282)
------------ ----------- -----------
Net increase (decrease) in net
assets available for benefits 818,964 1,711,788 (59,920)
Net assets available for benefits:
At beginning of year 4,931,626 4,394,710 1,425,773
------------ ----------- -----------
At end of year $ 5,750,590 $6,106,498 $1,365,853
============ =========== ===========
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1996
(CONTINUED)
Putnam Asset Putnam Asset
Putnam Voyager Allocation: Allocation:
Fund Growth Portfolio Balanced Portfolio
------------------------------------------------------------------
<S> <C> <C> <C>
Additions:
Investment income:
Interest and dividends $ 407,428 $ 21,612 $ 22,849
Interest on participant loans - - -
------------ ------------ ----------
Total investment income 407,428 21,612 22,849
Net appreciation (depreciation) in fair
value of investments 195,919 19,406 14,700
Contributions:
Matching 279,648 29,340 22,726
Contract 1,388,751 141,581 101,033
------------ ------------ ----------
Total contributions 1,668,399 170,921 123,759
------------ ------------ ----------
Total additions 2,271,746 211,939 161,308
Deductions:
Withdrawals by participants 641,466 8,240 1,611
Purchase of life insurance - - -
Expenses 5,282 429 294
------------ ------------ ----------
Total deductions 646,748 8,669 1,905
Transfers to (from) funds 638,507 85,502 109,445
------------ ------------ ----------
Net increase (decrease) in net
assets available for benefits 2,263,505 288,772 268,848
Net assets available for benefits:
At beginning of year 4,277,817 125,276 99,230
------------ ------------ ----------
At end of year $ 6,541,322 $ 414,048 $ 368,078
============ ============ ==========
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1996
(CONTINUED)
Putnam Asset Putnam
Allocation: International Putnam Stable
Conservative Portfolio Growth Fund Loan Fund Value Fund
-----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Additions:
Investment income:
Interest and dividends $ 5,228 $ 7,656 $ - $ 325,874
Interest on participant loans - - 66,828 -
--------- ----------- ---------- ----------------
Total investment income 5,228 7,656 66,828 325,874
Net appreciation (depreciation)
in fair valuee of investments 1,012 49,836 - -
Contributions:
Matching 5,861 33,179 - 120,383
Contract 29,314 151,763 - 782,856
--------- ----------- ---------- ----------------
Total contributions 35,175 184,942 - 903,239
--------- ----------- ---------- ----------------
Total additions 41,415 242,434 66,828 1,229,113
Deductions:
Withdrawals by participants 281 61,448 24,992 1,116,616
Purchase of life insurance - - - -
Expenses 70 404 - 6,290
--------- ----------- ---------- ----------------
Total deductions 351 61,852 24,992 1,122,906
Transfers to (from) funds 49,873 241,880 120,191 (527,590)
--------- ----------- ---------- ----------------
Net increase (decrease) in net
assets available for benefits 90,937 422,462 162,027 (421,383)
Net assets available for benefits:
At beginning of year 9,158 144,009 747,089 5,916,904
--------- ----------- ---------- ----------------
At end of year $100,095 $ 566,471 $ 909,116 $ 5,495,521
========= =========== ========== ================
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1996
(CONTINUED)
Life
Employer Insurance Combined
Stock Fund Fund Funds
-------------------------------------------------------------
<S> <C> <C> <C>
Additions:
Investment income:
Interest and dividends $ 158,493 $ - $ 2,065,813
Interest on participant loans - - 66,828
------------ --------- ------------
Total investment income 158,493 - 2,132,641
Net appreciation (depreciation) in fair
value of investments (203,354) - 854,945
Contributions:
Matching 387,268 - 1,213,422
Contract 298,286 32,396 4,708,408
------------ --------- -----------
Total contributions 685,554 32,396 5,921,830
------------ --------- -----------
Total additions 640,693 32,396 8,909,416
Deductions:
Withdrawals by participants 279,353 - 3,459,949
Purchase of life insurance - 32,396 32,396
Expenses 483 - 22,990
------------ --------- -----------
Total deductions 279,836 32,396 3,515,335
Transfers to (from) funds (512,776) - -
------------ --------- -----------
-
Net increase (decrease) in net
assets available for benefits (151,919) - 5,394,081
Net assets available for benefits:
At beginning of year 4,194,752 - 26,266,344
------------ --------- ------------
At end of year $ 4,042,833 $ - $31,660,425
============ ========= ============
See accompanying notes.
</TABLE>
<PAGE>
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDING
DECEMBER 31, 1997
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).
Contributions
Participants can elect to contribute between 1% and 15% of eligible
earnings to the Plan, subject to Internal Revenue Service (IRS)
limitations. These contributions are referred to as contract
contributions. The Company will match 50% of the first 6% of participants
contract contributions.
In addition, beginning in 1997, the Company shall make a special
contribution for participants employed by the Company's Supply and
Logistics division, ERI Services division and the corporate group. The
special contribution shall equal 4% of compensation, as defined in the
Plan. These participants are also eligible to receive a performance
contribution at the discretion of the Company. The performance
contribution is based on the annual performance of the business units
described above. Except for 1997, participants must be employed on the
last day of the Plan year to receive the performance contribution.
Matching, special and performance contributions are collectively referred
to as employer contributions. Amounts accumulated for the special and
performance contribution cannot be used for loans. The special
contribution and performance contribution for 1997 totaled $2,503,906.
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>
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDING
DECEMBER 31, 1997
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 employer 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 employer 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
employer 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% of the
value of the participant's account, plus the vested portion of employer
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>
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDING
DECEMBER 31, 1997
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 investment
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 50-75%
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>
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDING
DECEMBER 31, 1997
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 potentiall
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. The annual interest rate for the
Stable Value Fund was 5.9% and 6.01% for the years ended December 31,
1997 and 1996, respectively.
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>
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDING
DECEMBER 31, 1997
3. Gain Realized on Sale/Distribution of Stock
During the year ended December 31, 1997 and 1996, 48,007 and 34,676
shares of Equitable Resources, Inc. Common Stock with a market value of
$1,461,372 and $999,534 were sold at an average price of $30.44 and
$28.83 per share, respectively. The cost of the shares sold was
calculated using the "average cost" method. There were 169,289 and
135,145 shares of Company common stock as of December 31, 1997 and 1996,
respectively.
4. 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.
5. Income Tax Status of Plan
The Plan has received a determination letter from the IRS dated November
1, 1994. The Plan has since been amended and restated effective November
1, 1996. The Plan has applied for but has not received a new
determination letter from the IRS stating that the Plan is qualified
under Section 401(a) of the Internal Revenue Code of 1986 (the Code).
However, the Plan Administrator represents that the Plan is qualified
and, therefore, the related trust is exempt from taxation under Section
501(a) of the Code. Once qualified, the Plan is required to operate in
conformity with the Code and ERISA to maintain its tax-exempt status. The
administrator is not aware of any course of action or series of events
that have occurred that might adversely affect the Plan's qualified
status.
6. 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.
<PAGE>
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDING
DECEMBER 31, 1997
7. Transfers in From Another Company Plan
During 1996, the Company terminated its defined benefit pension plan for
non-utility employees. Participants in the terminated plan had the option
to purchase an annuity or transfer their accumulated benefit to the
Equitable Resources, Inc. (ERI) Employee Savings Plan. During 1997,
$13,774,713 was transferred to the ERI Employee Savings Plan from the
defined benefit pension plan.
8. Subsequent Event
In July 1997, the Company completed its acquisition of Northeast Energy
Services, Inc. (NORESCO). NORESCO has a defined contribution plan that
will be liquidated in 1998 with the assets being transferred into the
Plan. As of January 1, 1998, all former NORESCO employees became eligible
to participate in the Plan.
<PAGE>
SUPPLEMENTARY INFORMATION
<PAGE>
<TABLE>
<CAPTION>
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
EIN: 25-0464690
Item 27(a) Assets Held for Investment Purposes
(At the End of the Plan Year)
Schedule 1
Column A Column B Column C Column D Column E
- ------------------------------------------------------------------------------------------------------------------------------------
Description of Current
Identity of Issue Investment Cost Value
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
* The George Putnam Fund of Boston 486,172 units $ 7,824,522 $ 8,741,371
* The Putnam Fund for Growth and Income 623,951 units $11,265,261 $12,191,995
* Putnam Income Fund 267,596 units $ 1,866,942 $ 1,902,608
* Putnam Voyager Fund 665,902 units $10,852,388 $12,685,425
* Putnam Asset Allocation: Growth Portfolio 149,982 units $ 1,748,849 $ 1,849,272
* Putnam Asset Allocation: Balanced Portfolio 117,611 units $ 1,273,267 $ 1,309,012
* Putnam Asset Allocation: Conservative Portfolio 69,358 units $ 679,750 $ 691,494
* Putnam International Growth Fund 114,964 units $ 1,807,324 $ 1,916,443
Loan Fund 9.5% N/A $ 1,020,130
* Putnam Stable Value Fund 6,914,442 units $ 6,914,442 $ 6,914,442
* Employer Stock Fund 169,289 shares of common stock $ 4,692,803 $ 5,988,605
-------------------------------------------------------
* Party in interest to the Plan.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
Schedule 2
EIN: 25-0464690
Item 27(d) Reportable Transactions
For the Year Ended December 31, 1997
Single transactions involving an amount in excess of five percent of the current
value of plan assets:
Column A Column B Column C Column D Column G Column H Column I
- ------------------------------------------------------------------------------------------------------------------------------------
Current Value
Identity of Purchase Selling Cost of of Asset on Net Gain
Party Involved Description Of Investment Price Price Asset Transaction Date or (Loss)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
* The George Putnam Fund of Boston $ 1,935,128 $ - $ 1,935,128 $ 1,935,128 $ -
* Putnam Fund for Growth and Income $ 2,950,990 $ - $ 2,950,990 $ 2,950,990 $ -
* Putnam Voyager Fund $ 3,725,398 $ - $ 3,725,398 $ 3,725,398 $ -
Note 1: Columns E (Lease/Rental) and F (Expense Incurred with Transaction)
have been omitted because there is no information to report.
Series transactions, when aggregated, including an amount in excess of five
percent of the current value of plan assets:
Total Dollar Total Dollar
Identity of Number of Number of Value of Value Net Gain
Party Involved Description of Investment Purchases Sales Purchases of Sales or (Loss)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
* The George Putnam Fund of Boston 135 145 $ 4,036,733 $ 1,685,742 $ 150,308
* Putnam Fund for Growth and Income 212 212 $ 7,898,967 $ 2,291,926 $ 232,073
* Putnam Voyager Fund 193 221 $ 7,584,253 $ 3,257,227 $ 318,515
* Putnam Asset Allocation:
Growth Portfolio 107 54 $ 1,767,666 $ 425,783 $ 16,894
* Putnam International Growth Fund 148 93 $ 2,056,660 $ 814,759 $ 53,528
* ERI Common Stock 150 175 $ 2,529,458 $ 1,474,485 $ 179,755
* Putnam Stable Value Fund 252 171 $ 5,029,464 $ 3,593,586 $ -
* Putnam Income Fund 100 119 $ 1,101,061 $ 587,638 $ 4,127
* Putnam Asset Allocation:
Balanced Portfolio 92 37 $ 1,423,344 $ 564,766 $ 63,344
* The above transactions were carried out by the Plan's Trustee, Putnam Investments.
</TABLE>
<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/ Jeffrey C. Swoveland
Jeffrey C. Swoveland
Vice President - Finance
and Treasurer and
Interim Chief Financial Officer
June 26, 1998
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Sequential Page No.
23 Consent of Independent Auditors 18
Exhibit 23
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Equitable Resources, Inc. Employee Savings Plan of our
report dated June 15, 1998, with respect to the financial statements and
schedules of the Equitable Resources, Inc. Employee Savings Plan included in
this Annual Report (Form 11-K) for the year ended December 31, 1997.
/s/ Ernst & Young LLP
Ernst & Young LLP
Pittsburgh, Pennsylvania
June 26, 1998
