UNITED STATES
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
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 1-3551
EQUITABLE RESOURCES, INC. EMPLOYEE STOCK PURCHASE 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)
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EQUITABLE RESOURCES, INC.
EMPLOYEE STOCK PURCHASE PLAN
TABLE OF CONTENTS
PAGE REFERENCE
REPORT OF INDEPENDENT AUDITORS 1
FINANCIAL STATEMENTS AND SCHEDULES
Statements of Net Assets Available
for Plan Benefits as of
December 31, 1997 and 1996 2
Statements of Changes in Net Assets Available
for Plan Benefits for the years ended
December 31, 1997 and 1996, and for the
period October 1, 1995 (Date of Inception)
to December 31, 1995 3
Notes to Financial Statements 4 - 6
FINANCIAL STATEMENT SCHEDULES:
Schedules I, II and II are not applicable
SIGNATURES 7
EXHIBIT
1. Consent of Independent Auditors 8
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REPORT OF INDEPENDENT AUDITORS
Administrative Committee
Equitable Resources, Inc. Employee Stock Purchase Plan
We have audited the accompanying statements of net assets available for
plan benefits of the Equitable Resources, Inc. Employee Stock Purchase Plan (the
Plan) as of December 31, 1997 and 1996, and the related statements of changes in
net assets available for plan benefits for the years ended December 31, 1997 and
1996, and for the period October 1, 1995 (Date of Inception) to December 31,
1995. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for plan benefits of
the Plan as of December 31, 1997 and 1996, and the changes in net assets
available for plan benefits for the years ended December 31, 1997 and 1996, and
for the period October 1, 1995 (Date of Inception) to December 31, 1995, in
conformity with generally accepted accounting principles.
/s/ Ernst & Young LLP
--------------------------------
Ernst & Young LLP
Pittsburgh, Pennsylvania
March 5, 1998
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EQUITABLE RESOURCES, INC.
EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
EQUITABLE RESOURCES, INC.
EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31,
1997 1996
------------------------------
Cash $ 39,327 $ 29,932
Investment in Equitable Resources, Inc.
Common Stock
(30,097 and 12,734 shares in
1997 and 1996, respectively) 1,064,681 378,837
Contribution Receivable - Employer 3,320 3,036
------------- -----------
Net Assets Available for Plan Benefits $ 1,107,328 $ 411,805
============= ===========
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<TABLE>
<CAPTION>
EQUITABLE RESOURCES, INC.
EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Period October 1, 1995
(Date of Inception) to
Years Ended December 31, December 31,
----------------------------- ----------------------
1997 1996 1995
----------------------------- ----------------------
<S> <C> <C> <C>
Additions to net assets attributed to:
Contributions:
Employer $ 57,462 $ 36,041 $ 4,430
Employee 517,926 319,946 36,519
Dividend income 26,110 7,828 -
Realized gain on sale of investments 7,404 40 -
Unrealized gain on investments 149,793 6,743 585
-------------- ------------- ------------
Total additions 758,695 370,598 41,534
Deductions to net assets attributed to:
Employee withdrawals 63,172 327 -
-------------- ------------- ------------
Total deductions 63,172 327 -
Net increase in net assets available for
plan benefits 695,523 370,271 41,534
Net assets available for plan benefits:
At beginning of period 411,805 41,534 -
-------------- ------------- ------------
At end of period $ 1,107,328 $ 411,805 $ 41,534
============== ============= ============
</TABLE>
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EQUITABLE RESOURCES, INC.
EMPLOYEE STOCK PURCHASE 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
Stock Purchase 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 an employee stock purchase plan implemented on October 1,
1995 by Equitable Resources, Inc. and subsidiaries (the Company or
Companies). Employees of the Company may purchase shares of the
Company's common stock at a 10 percent discount through payroll
deductions. All nonrepresented employees of the Companies are eligible
to participate in the Plan immediately upon employment. Represented
employee eligibility is subject to collective bargaining. At December
31, 1997, 1996 and 1995 there were 287, 168 and 83 active participants
in the Plan, respectively.
Contributions and Purchase of Stock
Eligible employees can contribute from 1 to 10 percent of their annual
base pay to the Plan on an after-tax basis. No interest will accrue or
be payable with respect to any of the payroll deductions of a
participant in the Plan. Contributions are initially deposited with
Putnam Investments (Trustee) and are used to purchase shares of the
Company's common stock in accordance with the provisions set forth in
the Plan agreement.
The price of stock purchased for a participant is 90% of the closing
price of the stock on the second business day after the close of each
monthly period. The initial monthly period of the Plan began on October
1, 1995. The Plan holds contributions as cash pending the purchase of
shares of the Company's common stock.
The Company contributes the remaining 10 percent of the stock price and
pays fees for the administration of the Plan and any commission charges
associated with the purchase of the stock.
Dividends on Stock
Dividends on stock are automatically used to purchase additional shares
for all participants. Participants may, however, make a written request
to receive a cash distribution of dividend payments.
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EQUITABLE RESOURCES, INC.
EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR
ENDING DECEMBER 31, 1997
1. Description of the Plan (Continued)
Sale of Stock
Participants are required to hold any shares purchased through the Plan
for a minimum of one year. Participants may elect withdrawals, subject
to the holding period restriction, of shares of stock or cash from the
proceeds of sale of shares. Participants are responsible for all costs
associated with the sale of stock from their individual accounts. The
cost of shares sold is calculated using the "average cost" method.
Termination of Employment
Upon termination of the participant's employment for any reason,
payroll deductions credited to the participant's account(s) which have
not yet been used to purchase stock will be returned to the
participant. The participant has the option of either selling the total
number of shares in their account or receiving a certificate for their
holdings until a future time of sale. Terminated participants are not
permitted to purchase shares through the Plan.
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.
Investments at December 31, 1997 and 1996, are comprised of
Equitable Resources, Inc. Common Stock:
-----------------------------------------------------------
Fair Original Unrealized
Shares Value Cost Appreciation
-----------------------------------------------------------
1997 30,097 $1,064,681 $907,560 $157,121
1996 12,734 $ 378,837 $371,509 $ 7,328
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EQUITABLE RESOURCES, INC.
EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR
ENDING DECEMBER 31, 1997
2. Summary of Significant Accounting Policies (Continued)
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.
3. Plan Termination
Although it has not expressed any intent to do so, the Company has the
right to terminate or to amend the Plan at any time. Upon dissolution
or liquidation of the Company, or upon a reorganization, merger or
consolidation of which the Company is not the surviving corporation,
participants will be entitled to receive on the last day of the
offering period the cash and/or securities determined to be owed as of
the date of such transaction.
4. Income Tax Status of Plan
It is the intention of the Company to have the Plan qualify under
Section 423 of the Internal Revenue Code. The provisions of the Plan
have been construed to extend and limit participation in a manner
consistent with the requirements of that section of the Code.
5. Federal Income Tax Status - Employee
In general, a participant is subject to federal and state income
taxes on all dividends, in addition to the gains (losses) realized
resulting from the sale of the stock.
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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 STOCK PURCHASE PLAN
---------------------------------
(Name of Plan)
By /s/ Gregory R. Spencer
---------------------------------
Gregory R. Spencer
Senior Vice President and
Chief Administrative Officer
March 23, 1998
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EXHIBIT 1
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 Stock
Purchase Plan of our report dated March 5, 1998, with respect to the
financial statements of the Equitable Resources, Inc. Employee Stock Purchase
Plan included in this Annual Report (Form 11-K) for the year ended December 31,
1997.
Pittsburgh, Pennsylvania
March 20, 1998
