April 6, 1998
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Registration Statement on Form S-3 ("Form S-3")
for Equitable Resources, Inc.
Gentlemen:
Equitable Resources, Inc. (the "Company"), hereby transmits the
following:
1. Registration Statement on Form S-3 covering 170,940 shares of the
Company's Common Stock, no par value, together with all exhibits (bearing
signatures in typed form throughout) to register shares which may be offered and
sold by certain of its shareholders.
2. The registration fee in the amount of $1,683 was calculated
pursuant to Rule 457(c) based on the average of the high and low prices as
reported for the Company's Common Stock in the consolidated reporting system on
April 1, 1998. This amount was wire transferred this date to the Securities and
Exchange Commission's lockbox (Account No. 910-8739) at Mellon Bank, N.A.,
Pittsburgh, Pennsylvania.
If you have any questions or comments concerning this filing, please
do not hesitate to contact the undersigned at (412) 553-5727.
Very truly yours,
/s/ ELLIOT GILL
Elliot Gill
Senior Corporate Attorney
eg\sc\S3-98
<PAGE>
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
EQUITABLE RESOURCES, INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 25-0464690
(State of Incorporation) (I.R.S. Employer
Identification No.)
420 BOULEVARD OF THE ALLIES
PITTSBURGH, PA 15219
(412) 261-3000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
JOHANNA G. O'LOUGHLIN
VICE PRESIDENT AND GENERAL COUNSEL
EQUITABLE RESOURCES, INC.
420 BOULEVARD OF THE ALLIES
PITTSBURGH, PA 15219
(412) 553-7760
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this Registration Statement, as
determined by market conditions.
---------------------
IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING
OFFERED PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE
FOLLOWING BOX. |_|
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE
OFFERED ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE
SECURITIES ACT OF 1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH
DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING BOX. |X|
--------------------
The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance
with Section 8 (a) of the Securities Act of 1933 or until the registration
statement shall become effective on such date as the Commission, acting pursuant
to said Section 8 (a), may determine
-----------------
<TABLE>
<CAPTION>
Calculation of Registration Fee
- --------------------------- --------------------- ------------------------- ---------------------------- --------------------------
Title of each class of Proposed maximum Proposed maximum
securities to be Amount to be aggregate offering price aggregate offering price Amount of registration
registered registered per share (*) (*) fee
- --------------------------- --------------------- ------------------------- ---------------------------- --------------------------
<S> <C> <C> <C> <C>
Common stock,
no par value 170,940 shares $33.375 $5,705,123 $1,683
- --------------------------- --------------------- ------------------------- ---------------------------- --------------------------
* Estimated solely for purposes of determining the registration fee.
</TABLE>
<PAGE>
PROSPECTUS
EQUITABLE RESOURCES, INC.
170,940 Shares of Common Stock
(without par value)
This Prospectus relates to up to 170,940 shares (the "Shares") of
Common Stock, without par value, of Equitable Resources, Inc., a Pennsylvania
corporation (the "Company"), which may be offered and sold by the selling
shareholders named herein (the "Selling Shareholders") from time to time. The
Shares were acquired from the Company through a certain transaction more
particularly described herein under the heading "Selling Shareholders." The
Company will receive no part of the proceeds from the sale of the Shares.
The distribution of the Shares by the Selling Shareholders may be
effected directly by means of ordinary brokers' transactions on the New York
Stock Exchange or Philadelphia Stock Exchange or in privately negotiated
transactions at such prices as may be obtainable and acceptable to the Selling
Shareholders. See "Plan of Distribution." The Company will pay the expenses of
registration of the Shares. The Selling Shareholders will pay all commissions
and transfer taxes, if any, and all fees and expenses of their own legal counsel
and accountants.
The Shares are traded on the New York Stock Exchange and the
Philadelphia Stock Exchange under the trading symbol "EQT."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
- ---------- ---------------------- ---------------------- ---------------------
Price to Public (1) Underwriting discount Proceeds to Company
- ---------- ---------------------- ---------------------- ---------------------
Per share 0 0
- ---------- ---------------------- ---------------------- ---------------------
Total 0 0
- ---------- ---------------------- ---------------------- ---------------------
- ---------- ---------------------- ---------------------- ---------------------
- ---------- ---------------------- ---------------------- ---------------------
(1) Not determinable at the present time.
The date of this prospectus is April ___, 1998.
eg\sec\S3-98
<PAGE>
AVAILABLE INFORMATION
The Company, a Pennsylvania corporation, is subject to the
informational requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and in accordance therewith files reports, proxy and
information statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy and information statements
and other information can be inspected and copied at the Public Reference Room
of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549 and at the regional offices maintained by the Commission at 7 World Trade
Center, 13th Floor, New York, New York 10048 and Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
materials can be obtained at prescribed rates from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Such
material may also be accessed electronically by means of the Commissioner's home
page on the Internet at http://www.sec.gov. Documents filed by the Company can
also be inspected at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005, and at the offices of the Philadelphia Stock
Exchange, 1900 Market Street, Philadelphia, Pennsylvania 19103, on which
exchanges certain of the Company's securities are listed. In addition, reports,
proxy statements and other information concerning the Company can be inspected
at the offices of the Company at 420 Boulevard of the Allies, Pittsburgh,
Pennsylvania 15219.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are hereby incorporated by reference in this Prospectus the
following documents heretofore filed with the Securities and Exchange Commission
pursuant to the Exchange Act:
a) the Company's Annual Report on Form 10-K for the year ended
December 31, 1997.
b) the Company's definitive Proxy Statement dated April 9, 1997
in connection with its Annual Meeting of Shareholders to be held
on May 23, 1997.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the
offering of the Common Stock shall be deemed to be incorporated by reference
into this Prospectus from the dates of filing of such documents.
Upon written or oral request the Company will provide without charge
to any person to whom this Prospectus is delivered a copy of any or all
information incorporated by reference in this Prospectus (except exhibits to
such information, unless such exhibits are specifically incorporated by
reference herein). Such requests should be directed to Audrey C. Moeller, Vice
President and Corporate Secretary, Equitable Resources, Inc., 420 Boulevard of
the Allies, Pittsburgh, Pennsylvania 15219 (telephone number 412-553-5877).
THE COMPANY
Equitable Resources, Inc. is an energy service company engaged
primarily, through its divisions and subsidiaries, in the exploration for, and
development, production, purchase, transmission, storage, distribution and
marketing of natural gas, the extraction of natural gas liquids, the exploration
for, development, production and sale of oil and contract drilling, and the
marketing of electricity and cogeneration development.
<PAGE>
Exploration and production activities are conducted by Equitable
Resources Energy Company through its divisions and subsidiaries. Its activities
are principally in the Appalachian area where it explores for, develops,
produces and sells natural gas and oil, extracts and markets natural gas liquids
and performs contract drilling and well maintenance services. In the Gulf Coast
offshore areas, this segment participates in exploration and development of gas
and oil projects.
Energy and energy related products and services are sold by the
Company's ERI Services segment. Their activities include marketing of natural
gas and electricity, cogeneration development, performance contracting and
facilities management.
Natural gas distribution activities comprise the operations of
Equitable Gas Company, the Company's state-regulated natural gas utility.
Natural gas distribution services are provided to more than 266,000 customers
located mainly in the city of Pittsburgh and its environs and, to a more limited
extent, in northern West Virginia and through field line sales in Eastern
Kentucky.
Natural gas transmission activities are conducted by three Federal
Energy Regulatory Commission-regulated gas pipelines: Kentucky West Virginia
Gas Company, L.L.C., Equitrans, L.P. and Nora Transmission Company.
Activities include gas transportation, gathering, storage, and marketing
activities.
RECENT DEVELOPMENTS
On March 20, 1998, the Company announced its plan to sell its natural
gas midstream operations located in Louisiana and Texas. The midstream
operations include a fully-integrated gas gathering, processing and storage
system in Louisiana and a natural gas and electric marketing business in
Houston, Texas.
SELLING SHAREHOLDERS
The Shares of the Company's Common Stock registered hereunder are to
be sold for the accounts of the following Selling Shareholders in the following
amounts:
Anthony DiBenedetto 108,076 Shares
Henry Cosentino 24,615 Shares
Gerard H. Reilly 7,906 Shares
Michael Beccaria 7,906 Shares
Neil Petchers 7,906 Shares
A. J. DiBenedetto 4,274 Shares
David J. Friedly 4,274 Shares
Gallen W. Jones 4,274 Shares
John O'Keefe 1,282 Shares
Patricia Cratty-Palanzo 427 Shares
The Shares represent less than one-half of one percent of the
Company's issued and outstanding shares. All 170,940 shares will have been
issued by the Company to the Selling Shareholders under a contract entered into
by the parties in connection with the Company's 1996 acquisition of Conogen,
Inc. of which all of the Selling Shareholders were Shareholders.
<PAGE>
Anthony DiBenedetto is a Vice President of ERI Services, Inc., a
wholly-owned subsidiary of the Company. All of the other selling secondary
holders, except Mr. Cosentino, are employees of ERI Services, Inc. None of the
Selling Shareholders had a material relationship with the Company or any of its
affiliates prior to the Company's acquisition of all of Conogen's Inc.'s common
stock on March 29, 1996. All of the Company's Common Stock which is owned by the
Selling Shareholders was received through that transaction.
The holdings of the Company's common stock of each of the Selling
Shareholders prior to this offering is as follows:
Anthony DiBenedetto 79,729; Mr. Cosentino 17,991; Mr. Reilly 5,534;
Mr. Beccaria 5,534; Mr. Petchers 13,440; A. J. DiBenedetto 7,265; Mr. Friedly
3,007, Mr. Jones 2,991; Mr. O'Keefe 897 and Ms. Cratty-Palanzo 299 shares.
PLAN OF DISTRIBUTION
The Shares are being offered for the respective accounts of the
Selling Shareholders. The Company will not receive any proceeds from the sale of
any Shares by the Selling Shareholders.
The sale of Shares by the Selling Shareholders may be effected from
time to time by means of ordinary brokers' transactions on the New York Stock
Exchange or the Philadelphia Stock Exchange or in privately negotiated
transactions at such prices as may be obtainable and acceptable to the Selling
Shareholders. The Selling Shareholders may effect such transactions by selling
the Shares to or through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts, concessions or commissions from the
Selling Shareholders and/or the purchasers of the Shares for which such
broker-dealers may act as agent or to whom they sell as principal, or both
(which compensation as to a particular broker-dealer may be in excess of
customary compensation).
The Selling Shareholders and any broker-dealers who act in connection
with the sale of the shares hereunder may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, and any commissions received
by them and profit on any sale of the Shares as principal might be deemed to be
underwriting discounts and commissions under the Securities Act.
LEGAL MATTERS
Certain legal matters in connection with the sale of the shares of
Common Stock offered hereby will be passed upon for the Company by Johanna G.
O'Loughlin, Esq., employed by the Company as its Vice President and General
Counsel. On April 1, 1998 Ms. O'Loughlin beneficially owned 4,838 shares of the
Company's Common Stock and held options to purchase an additional 12,000 shares
of Common Stock.
EXPERTS
The consolidated financial statements and schedule of Equitable
Resources, Inc. appearing in the Company's Annual Report on Form 10-K for the
year ended December 31, 1997, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report, given upon the
authority of such firm as experts in accounting and auditing.
eg\sc\S3-98
<PAGE>
EQUITABLE RESOURCES, INC.
170,940 SHARES OF COMMON STOCK
-----------------------------
PROSPECTUS
-----------------------------
___, 1998
No dealer, salesman or any other person has been authorized to give
any information or to make any representations other than those contained in
this Prospectus, and if given or made, such information or representations must
not be relied upon as having been authorized by the Company. This Prospectus
does not constitute an offer to sell or a solicitation of any offer to buy any
securities in any jurisdiction in which such an offer or solicitation would be
unlawful. Neither the delivery of this Prospectus nor any sale made hereunder
shall under any circumstances create any implication that there has been no
change in the affairs of the Company since the date hereof.
eg\sc\S3-98
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Estimated expenses of the Registrant in connection with the issuance
and distribution of the Registrant's Common Stock are as follows:
Securities and Exchange Commission
registration fee ................................$1,683
Accounting fees and expenses......................$5,000
Legal fees and expenses...........................$1,000
Other.............................................$1,000
Total Expenses..................................$8,683
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 1741 and 1742 of the Pennsylvania Business Corporation Law
(the "PBCL") provides that a business corporation shall have the power to
indemnify any person who was or is a party, or is threatened to be made a party,
to any proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such proceeding, if such person acted in good faith in a manner
he reasonably believed to be in, or not opposed to, the best interests of the
corporation, and, with respect to any criminal proceeding, had no reasonable
cause to believe his conduct was unlawful. In the case of an action by or in the
right of the corporation, such indemnification is limited to expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
with the defense or settlement of such action, except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person
has been adjudged to be liable to the corporation unless, and only to the extent
that, a court determines upon application that, despite the adjudication of
liability but in view of all the circumstances, such person is fairly and
reasonably entitled to indemnity for the expenses that the court deems proper.
PBCL Section 1744 provides that, unless ordered by a court, any
indemnification referred to above shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification is
proper in the circumstances because the indemnitee has met the applicable
standard of conduct. Such determination shall be made:
(1) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to the proceeding; or
(2) if such a quorum is not obtainable, or if obtainable and a
majority vote of a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion; or
(3) by the shareholders.
<PAGE>
Notwithstanding the above, PBCL Section 1743 provides that to the
extent that a director, officer, employee or agent of a business corporation is
successful on the merits or otherwise in defense of any proceeding referred to
above, or in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection therewith.
PBCL Section 1745 provides that expenses (including attorneys' fees)
incurred by an officer, director, employee or agent of a business corporation in
defending any such proceeding may be paid by the corporation in advance of the
final disposition of the proceeding upon receipt of an undertaking to repay the
amount advanced if it is ultimately determined that the indemnitee is not
entitled to be indemnified by the corporation.
PBCL Section 1746 provides that the indemnification and advancement
of expense provided by, or granted pursuant to, the foregoing provisions is not
exclusive of any other rights to which a person seeking indemnification may be
entitled under any bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, and that indemnification may be granted under any bylaw,
agreement, vote of shareholders or directors or otherwise by any action taken or
any failure to take any action whether or not the corporation would have the
power to indemnify the person under any other provision of law and whether or
not the indemnified liability arises or arose from any action by or in the right
of the corporation, provided, however, that no indemnification may be made in
any case where the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted willful misconduct
or recklessness.
Article IV of the by-laws of the Registrant provides that the
Directors, officers, agents and employees of the Registrant shall be indemnified
as of right to the fullest extent now or hereafter not prohibited by law in
connection with any actual or threatened action, suit or proceeding, civil,
criminal, administrative, investigative or other (whether brought by or in the
right of the Registrant or otherwise) arising out of their service to the
Registrant or to another enterprise at the request of the Registrant.
PBCL Section 1747 permits a Pennsylvania business corporation to
purchase and maintain insurance on behalf of any person who is or was as
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation or other enterprise, against any liability asserted against
such person and incurred by him in any such capacity, or arising out of his
status as such, whether or not the corporation would have the power to indemnify
the person against such liability under the provisions described above.
Article IV of the by-laws of the Registrant provides that the
Registrant may purchase and maintain insurance to protect itself and any
Director, officer, agent or employee entitled to indemnification under Article
IV against any liability asserted against such person and incurred by such
person in respect of the service of such person to the Registrant whether or not
the Registrant would have the power to indemnify such person against such
liability by law or under the provisions of Article IV.
The Registrant maintains directors' and officers' liability insurance
covering its Directors and officers with respect to liabilities, including
liabilities under the Securities Act of 1933, as amended, which they may incur
in connection with their serving as such. Under this insurance, the Registrant
may receive reimbursement for amounts as to which the Directors and officers are
indemnified by the Registrant under the foregoing by-law indemnification
provisions. Such insurance also provides certain additional coverage for the
Directors and officers against certain liabilities even though such liabilities
may not be covered by the foregoing by-law indemnification provision.
As permitted by PBCL Section 1713, the Articles and by-laws of the
Registrant provide that no Director shall be personally liable for monetary
damages for any action taken, or failure to take any action, unless such
Director's breach of duty or failure to perform constituted self-dealing,
willful misconduct or recklessness. The PBCL states that this exculpation from
liability does not apply to the responsibility or liability of a Director
pursuant to any criminal statute or the liability of a Director for the payment
of taxes pursuant to Federal, state or local law. It may also not apply to
liabilities imposed upon directors by the Federal securities laws. PBCL Section
1715(d) creates a presumption, subject to exceptions, that a Director acted in
the best interests of the corporation. PBCL Section 1712, in defining the
standard of care a Director owes to the corporation, provides that a Director
stands in a fiduciary relation to the corporation and must perform his duties as
a Director or as a member of any committee of the Board in good faith, in a
manner he reasonably believes to be in the best interests of the corporation and
with such care, including reasonable inquiry, skill and diligence, as a person
of ordinary prudence would use under similar circumstances.
In June, 1987, the Registrant entered into a separate Indemnity
Agreement with each of its then Directors and officers. These Indemnity
Agreements provide a contractual right to indemnification against expenses and
liabilities (subject to certain limitations and exceptions) and a contractual
right to advancement of expenses, and contain additional provisions regarding
the determination of entitlement, settlement of proceedings, insurance, rights
of contribution, and other matters.
ITEM 16. EXHIBITS
5.1 Consent of Johanna G. O'Loughlin, Esq. is contained in her Opinion
filed as Exhibit 5.1.
23.1 - Consent of Ernst & Young LLP.
ITEM 17. UNDERTAKINGS
The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
<PAGE>
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered therein and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described under Item 15
above (other than pursuant to the policy of directors and officers liability
insurance), or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issued.
eg\sc\S3-98
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on the 6th
day of April, 1998.
EQUITABLE RESOURCES, INC.
(Registrant)
By \s\ JEFFREY C. SWOVELAND
Jeffrey C. Swoveland
Vice President - Finance and Treasurer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints DONALD I. MORITZ, JEFFREY C. SWOVELAND
and JOHANNA G. O'LOUGHLIN, and each of them his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her in his or her name, place and stead, in any and
all capacities, to sign any and all amendments to this Registration Statement,
and to file the same, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitutes, may lawfully do or cause to be done by virtue
thereof.
Signature Title
/s/ DONALD I. MORITZ President and Chief Executive Officer
Donald I. Moritz and Director
/s/ JEFFREY C. SWOVELAND Vice President - Finance and Treasurer
Jeffrey C. Swoveland Chief Financial Officer
/s/ JOHN A. BERGONZI Corporate Controller
John A. Bergonzi (Chief Accounting Officer)
/s/ PAUL CHRISTIANO Director
Paul Christiano
/s/ E. LAWRENCE KEYES, JR. Director
E. Lawrence Keyes, Jr.
/s/ THOMAS A. MCCONOMY Director
Thomas A. McConomy
/s/ GUY W. NICHOLS Director
Guy W. Nichols
/s/ MALCOLM M. PRINE Director
Malcolm M. Prine
/s/ JAMES E. ROHR Director
James E. Rohr
/s/ PHYLLIS A. SAVILL Director
Phyllis A. Savill
Director
David S. Shapira
/s/ J. MICHAEL TALBERT Director
J. Michael Talbert
eg\sc\S3-98
<PAGE>
OPINION AND CONSENT OF JOHANNA G. O'LOUGHLIN, ESQ.
I am the Vice President and General Counsel of Equitable Resources,
Inc., a Pennsylvania corporation (the "Company"), and I have acted in such
capacity in connection with the Registration Statement on Form S-3 being filed
with the Securities and Exchange Commission (the "Registration Statement") for
the purpose of registering under the Securities Act of 1933, as amended, 170,940
shares of Common Stock, no par value, which are being offered for sale by
certain Shareholders (the "Shareholders") of the Company. In such connection, I
have examined the originals, or copies thereof identified to my satisfaction, of
such corporate records of the Company and such other documents, records,
opinions and papers as I have deemed necessary or appropriate in order to give
the opinions hereinafter set forth.
I understand that, prior to the sale of Common Stock by the
Shareholders, the Registration Statement will have become effective under the
Securities Act of 1933.
Based on the foregoing, I advise you that in my opinion:
The 170,940 shares of Common Stock which are being registered will
be, when sold by the Shareholders, legally issued, fully paid and
non-assessable.
I hereby consent to the filing of my opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ JOHANNA G. O'LOUGHLIN
Johanna G. O'Loughlin
Vice President and General Counsel
eg\sc\S3-98
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Equitable Resources,
Inc. for the registration of 170,940 shares of its common stock and to the
incorporation by reference therein of our report dated February 24, 1998 with
respect to the consolidated financial statements and schedule of Equitable
Resources, Inc. included in its Annual Report (Form 10-K) for the year ended
December 31, 1997, and filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Pittsburgh, Pennsylvania
April 6, 1998
eg\sc\S3-98
