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 AND PROTECTION 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 - 9
Notes to financial statements 10 - 14
Supplementary information
Schedule 1:
Item 27(a) Assets Held for Investment Purposes 15
(At the End of the Plan Year)
Schedule 2:
Item 27(d) Reportable Transactions 16
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 17
Index to Exhibits 18
<PAGE>
REPORT OF INDEPENDENT AUDITORS
Administrative Committee
Equitable Resources, Inc. Employee Savings and Protection Plan
We have audited the accompanying statements of net assets available for
benefits of the Equitable Resources, Inc. Employee Savings and Protection 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 AND PROTECTION 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 $ 2,366,705 $ 1,915,926
The Putnam Fund for Growth and Income 4,713,459 3,689,256
Putnam Income Fund 658,012 569,759
Putnam Voyager Fund 1,549,718 1,111,159
Putnam Asset Allocation-Growth Portfolio 65,089 25,196
Putnam Asset Allocation-Balanced Portfolio 43,515 79,771
Putnam Asset Allocation-Conservative Portfolio 11,659 2,845
Putnam International Growth Fund 191,981 93,710
Loan Fund 289,148 206,263
Putnam Stable Value Fund 1,870,645 2,001,970
Employer Stock Fund 101,814 58,112
------------- ------------
11,861,745 9,753,967
Receivables:
Matching Contribution - 3,713
Contract Contribution - 43,211
------------- ------------
- 46,924
------------- ------------
Net Assets Available for Benefits $ 11,861,745 $ 9,800,891
============= ============
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS AND PROTECTION PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1997
The Putnam Putnam Asset Putnam Asset
The George Fund for Putnam Putnam Allocation: Allocation:
Putnam Fund Growth Income Voyager Growth Balanced
of Boston and Income Fund Fund Portfolio Portfolio
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Additions:
Investment income:
Interest and dividends $ 218,107 $ 605,358 $ 39,586 $ 92,196 $ 4,673 $ 4,700
Interest on participant loans - - - - - -
------------ ------------ ---------- ------------ --------- ---------
Total investment income 218,107 605,358 39,586 92,196 4,673 4,700
Net appreciation in fair value
of investments 189,476 300,692 8,458 202,153 3,472 9,899
Contributions:
Matching 8,431 22,733 5,202 18,462 397 1,132
Contract 158,803 321,303 59,185 284,292 14,484 16,704
------------ ------------ ---------- ------------ --------- ---------
Total contributions 167,234 344,036 64,387 302,754 14,881 17,836
------------ ------------ ---------- ------------ --------- ---------
Total additions 574,817 1,250,086 112,431 597,103 23,026 32,435
Deductions:
Withdrawals by participants 149,615 318,005 26,825 76,244 - 27,713
Purchase of life insurance - - - - - -
Expenses 2,146 3,867 512 1,648 150 94
------------ ------------ ---------- ------------ --------- ---------
Total deductions 151,761 321,872 27,337 77,892 150 27,807
Transfers to (from) funds 20,925 82,700 625 (94,482) 16,638 (41,533)
------------ ------------ ---------- ------------ --------- ---------
Net increase (decrease) in net
assets available for benefits 443,981 1,010,914 85,719 424,729 39,514 (36,905)
Net assets available for benefits:
At beginning of year 1,922,724 3,702,545 572,293 1,124,989 25,575 80,420
------------ ------------ ---------- ------------ --------- ---------
At end of year $ 2,366,705 $ 4,713,459 $ 658,012 $ 1,549,718 $ 65,089 $ 43,515
============ ============ ========== ============ ========= =========
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS AND PROTECTION 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 $ 733 $ 10,904 $ - $ 114,689
Interest on participant loans - - 21,062 -
------------ ------------- ---------- ------------
Total investment income 733 10,904 21,062 114,689
Net appreciation in fair value
of investments 1,708 6,490 - -
Contributions:
Matching 82 2,719 - 17,093
Contract 2,194 42,010 - 133,321
------------ ------------- ---------- ------------
Total contributions 2,276 44,729 - 150,414
------------ ------------- ---------- ------------
Total additions 4,717 62,123 21,062 265,103
Deductions:
Withdrawals by participants 1,190 3,571 9,812 300,817
Purchase of life insurance - - - -
Expenses 31 211 - 2,770
------------ ------------- ---------- ------------
Total deductions 1,221 3,782 9,812 303,587
Transfers to (from) funds 5,230 38,248 71,635 (99,330)
------------ ------------- ---------- ------------
Net increase (decrease) in net
assets available for benefits 8,726 96,589 82,885 (137,814)
Net assets available for benefits:
At beginning of year 2,933 95,392 206,263 2,008,459
------------ ------------- ---------- ------------
At end of year $ 11,659 $ 191,981 $ 289,148 $ 1,870,645
============ ============= ========== ============
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS AND PROTECTION PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1997
(CONTINUED)
Life
Employer Insurance Combined
Stock Fund Fund Funds
--------------------------------------------
<S> <C> <C> <C>
Additions:
Investment income:
Interest and dividends $ 2,876 $ - $ 1,093,822
Interest on participant loans - - 21,062
------------ ------------- ------------
Total investment income 2,876 - 1,114,884
Net appreciation in fair value
of investments 15,531 - 737,879
Contributions:
Matching 13,410 - 89,661
Contract 13,770 3,095 1,049,161
------------ ------------- ------------
Total contributions 27,180 3,095 1,138,822
------------ ------------- ------------
Total additions 45,587 3,095 2,991,585
Deductions:
Withdrawals by participants 2,400 - 916,192
Purchase of life insurance - 3,095 3,095
Expenses 15 - 11,444
------------ ------------- ------------
Total deductions 2,415 3,095 930,731
Transfers to (from) funds (656) - -
------------ ------------- ------------
Net increase (decrease) in net
assets available for benefits 42,516 - 2,060,854
Net assets available for benefits:
At beginning of year 59,298 - 9,800,891
------------ ------------- ------------
At end of year $ 101,814 $ - $11,861,745
============ ============= ===========
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS AND PROTECTION PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1996
Equitable Equitable Equitable Equitable
Life Life Life Life Equitable
Fixed Income Balanced Aggressive Common Life
Fund Fund Stock Fund Stock Fund Bond Fund
---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Additions:
Investment income:
Interest and dividends $ 52,686 $ - $ - $ - $ -
Interest on participant loans - - - - -
------------ ------------- ------------ ------------ ------------
Total investment income 52,686 - - - -
Net appreciation (depreciation)
in fair value of investments 37,496 40,480 121,526 (2,926)
Contributions:
Matching - - - - -
Contract - - - - -
------------ ------------- ------------ ------------ ------------
Total contributions - - - - -
------------ ------------- ------------ ------------ ------------
Total additions 52,686 37,496 40,480 121,526 (2,926)
Deductions:
Withdrawals by participants 307,233 244,639 16,334 148,586 11,696
Purchase of life insurance - - - - -
Expenses 7,517 7,128 1,495 11,864 1,429
------------ ------------- ------------ ------------ ------------
Total deductions 314,750 251,767 17,829 160,450 13,125
Transfers to (from) funds (1,256,981) (1,310,444) (281,106) (2,448,201) (299,337)
------------ ------------- ------------ ------------ ------------
Net increase (decrease) in
net assets available for
benefits (1,519,045) (1,524,715) (258,455) (2,487,125) (315,388)
Net assets available for benefits:
At beginning of year 1,519,045 1,524,715 258,455 2,487,125 315,388
------------ ------------- ------------ ------------ ------------
At end of year $ - $ - $ - $ - $ -
============ ============= ============ ============ ============
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS AND PROTECTION PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1996
(CONTINUED)
The Putnam
Equitable The George Fund For Putnam Putnam
Life Putnam Fund Growth Income Voyager
Bond Fund of Boston and Income Fund Fund
--------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Additions:
Investment income:
Interest and dividends $ - $ 139,618 $ 290,146 $ 25,141 $ 71,475
Interest on participant loans - - - - -
------------ ------------- ------------ ------------ ------------
Total investment income - 139,618 290,146 25,141 71,475
Net appreciation (depreciation)
in fair value of investments (2,926) 62,014 189,656 4,430 (5,863)
Contributions:
Matching - 8,542 20,077 5,107 19,374
Contract - 184,101 326,517 62,535 337,747
------------ ------------- ------------ ------------ ------------
Total contributions - 192,643 346,594 67,642 357,121
------------ ------------- ------------ ------------ ------------
Total additions (2,926) 394,275 826,396 97,213 422,733
Deductions:
Withdrawals by participants 11,696 127,017 122,023 51,128 20,616
Purchase of life insurance - - - - -
Expenses 1,429 787 1,239 304 911
------------ ------------- ------------ ------------ ------------
Total deductions 13,125 127,804 123,262 51,432 21,527
Transfers to (from) funds (299,337) 1,289,704 2,351,814 285,135 470,997
------------ ------------- ------------ ------------ ------------
Net increase (decrease) in
net assets available for
benefits (315,388) 1,556,175 3,054,948 330,916 872,203
Net assets available for benefits:
At beginning of year 315,388 366,549 647,597 241,377 252,786
------------ ------------- ------------ ------------ ------------
At end of year $ - $ 1,922,724 $ 3,702,545 $ 572,293 $ 1,124,989
============ ============= ============ ============ ============
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS AND PROTECTION PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1996
(CONTINUED)
Putnam Putnam Putnam
Asset Asset Asset
Allocation: Allocation: Allocation: Putnam
Growth Balanced Conservative International
Portfolio Portfolio Portfolio Growth Fund
-----------------------------------------------------------
<S> <C> <C> <C> <C>
Investment income:
Interest and dividends $ 1,310 $ 5,570 $ 157 $ 1,331
Interest on participant loans - - - -
------------ ------------- ------------ ------------
Total investment income 1,310 5,570 157 1,331
Net appreciation (depreciation)
in fair value of investments 820 3,809 47 7,823
Contributions:
Matching 429 1,119 - 3,434
Contract 8,676 16,367 2,258 41,338
------------ ------------- ------------ ------------
Total contributions 9,105 17,486 2,258 44,772
------------ ------------- ------------ ------------
Total additions 11,235 26,865 2,462 53,926
Deductions:
Withdrawals by participants 460 615 222 1,885
Purchase of life insurance - - - -
Expenses 95 66 21 142
------------ ------------- ------------ ------------
Total deductions 555 681 243 2,027
Transfers to (from) funds 11,083 50,355 40 23,869
------------ ------------- ------------ ------------
Net increase (decrease) in
net assets available for
benefits 21,763 76,539 2,259 75,768
Net assets available for benefits:
At beginning of year 3,812 3,881 674 19,624
------------ ------------- ------------ ------------
At end of year $ 25,575 $ 80,420 $ 2,933 $ 95,392
============ ============= ============ ============
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS AND PROTECTION PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1996
(CONTINUED)
Putnam Life
Stable Employer Insurance Combined
Loan Fund Value Fund Stock Fund Fund Funds
-------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Additions:
Investment income:
Interest and dividends $ - $ 77,924 $ 1,156 $ - $ 666,514
Interest on participant loans 15,295 - - - 15,295
------------ ------------- ------------ ------------ ------------
Total investment income 15,295 77,924 1,156 - 681,809
Net appreciation (depreciation)
in fair value of investments - - 1,131 - 460,443
Contributions:
Matching - 15,076 13,448 - 86,606
Contract - 174,217 19,438 4,179 1,177,373
------------ ------------- ------------ ------------ ------------
Total contributions - 189,293 32,886 4,179 1,263,979
------------ ------------- ------------ ------------ ------------
Total additions 15,295 267,217 35,173 4,179 2,406,231
Deductions:
Withdrawals by participants 7,300 146,445 948 - 1,207,147
Purchase of life insurance - - - 4,179 4,179
Expenses - 1,428 95 - 34,521
------------ ------------- ------------ ------------ ------------
Total deductions 7,300 147,873 1,043 4,179 1,245,847
Transfers to (from) funds 48,677 1,048,695 15,700 - -
------------ ------------- ------------ ------------ ------------
Net increase (decrease) in net
assets available for benefits 56,672 1,168,039 49,830 - 1,160,384
Net assets available for benefits:
At beginning of year 149,591 840,420 9,468 - 8,640,507
------------ ------------- ------------ ------------ ------------
At end of year $ 206,263 $ 2,008,459 $ 59,298 $ - $ 9,800,891
============ ============= ============ ============ ============
See accompanying notes.
</TABLE>
<PAGE>
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS AND PROTECTION 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 and Protection 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, 1987, by
Equitable Resources, Inc. and certain subsidiaries (the Company or
Companies).
All regular, full-time employees of the Companies who are covered by a
collective bargaining agreement are eligible to participate. 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. Matching contributions are subject to the respective
collective bargaining agreements.
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 AND PROTECTION 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 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
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% of the
value of the participant's account, plus the vested portion of 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>
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS AND PROTECTION 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 AND PROTECTION PLAN
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDING
DECEMBER 31, 1997
1. Description of Plan (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. 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 - 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 are 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
The Equitable Resources, Inc. Common Stock is valued at market price as
quoted on the New York Stock Exchange. 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 AND PROTECTION 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, 428 and 988 shares of
Equitable Resources, Inc. Common Stock with a market value of $12,849 and
$27,622 were sold at an average price of $30.02 and $27.96 per share,
respectively. The cost of the shares sold was calculated using the
"average cost" method. There were 2,878 and 1,953 shares of Company
common stock at 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 May 19,
1989. The Plan has since been amended and restated effective January 1,
1997. 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>
SUPPLEMENTARY INFORMATION
<PAGE>
<TABLE>
<CAPTION>
EQUITABLE RESOURCES INC.
EMPLOYEE SAVINGS AND PROTECTION PLAN
Schedule 1
EIN: 25-0464690
Item 27(a) Assets Held for Investment Purposes
(At the End of the Plan Year)
December 31, 1997
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 131,630 units $ 2,151,152 $ 2,366,705
* The Putnam Fund for Growth and Income 241,221 units $ 4,319,583 $ 4,713,459
* Putnam Income Fund 92,547 units $ 642,993 $ 658,012
* Putnam Voyager Fund 81,530 units $ 1,371,967 $ 1,549,718
* Putnam Asset Allocation: Growth Portfolio 5,279 units $ 61,474 $ 65,089
* Putnam Asset Allocation: Balanced Portfolio 3,910 units $ 42,521 $ 43,515
* Putnam Asset Allocation: Conservative Portfolio 1,169 units $ 11,228 $ 11,659
* Putnam International Growth Fund 11,517 units $ 180,561 $ 191,981
Loan Fund 9.5% (Note 1) N/A $ 289,148
* Putnam Stable Value Fund 1,870,645 units $ 1,870,645 $ 1,870,645
* Employer Stock Fund 2,878 shares of $ 84,974 $ 101,814
common stock
----------------------------------------------------------------
Note 1: Rate in effect for the period ended December 31, 1997.
* Party in interest to the Plan.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS AND PROTECTION 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>
* Putnam Fund for Growth and Income $ 532,841 $ - $ 532,841 $ 532,841 $ -
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:
Number Number Total Dollar Total Dollar
Identity of of of Value Value Net Gain
Party Involved Description of Investment Purchases Sales of Purchases of Sales or (Loss)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
* The George Putnam Fund of Boston 74 76 $ 577,067 $ 315,763 $ 33,641
* Putnam Fund for Growth and Income 103 94 $ 1,341,975 $ 618,464 $ 75,035
* Putnam Voyager Fund 83 72 $ 558,518 $ 322,111 $ 11,342
* Putnam Stable Value Fund 110 105 $ 579,667 $ 710,992 $ -
* 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 AND PROTECTION 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 19
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 and Protection
Plan of our report dated June 15, 1998, with respect to the financial statements
and schedules of the Equitable Resources, Inc. Employee Savings and Protection
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
