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.
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Price to Public (1) Underwriting discount Proceeds to Company
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Per share 0 0
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Total 0 0
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- ----------- ---------------------- --------------------- ----------------------
(1) Not determinable at the present time.
The date of this prospectus is May 20,1998.
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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.
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.
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.
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EQUITABLE RESOURCES, INC.
170,940 SHARES OF COMMON STOCK
-----------------------------
PROSPECTUS
-----------------------------
MAY 20, 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.
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