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 year ended December 31, 1998
[ ] 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.
One Oxford Centre, Suite 3300, 301 Grant Street
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
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 as of December 31, 1998 and 1997, 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, 1998 and 1997, and the 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, 1998, and
reportable transactions for the year then ended, are presented for purposes of
additional analysis and are not a required part of the financial statements but
are supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These supplemental schedules are the responsibility of the
Plan's management. The Fund Information in the statements of changes in net
assets available for benefits is presented for purposes of additional analysis
rather than to present the 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 25, 1999
<PAGE>
<TABLE>
<CAPTION>
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS AND PROTECTION PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31
1998 1997
------------------------------------
<S> <C> <C>
Investments, at fair value:
The George Putnam Fund of Boston $ 2,445,258 $ 2,366,705
The Putnam Fund for Growth and Income 5,350,891 4,713,459
Putnam Income Fund 599,901 658,012
Putnam Voyager Fund 2,425,522 1,549,718
Putnam Asset Allocation: Growth Portfolio 111,292 65,089
Putnam Asset Allocation: Balanced Portfolio 107,933 43,515
Putnam Asset Allocation: Conservative Portfolio 128,505 11,659
Putnam International Growth Fund 346,090 191,981
Loan Fund 269,981 289,148
Putnam Stable Value Fund 1,796,604 1,870,645
Employer Stock Fund 254,907 101,814
--------------- ---------------
Net assets available for benefits $ 13,836,884 $ 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, 1998
The George The Putnam
Putnam Fund Fund for Growth Putnam Income Putnam Voyager
of Boston and Income Fund Fund
----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Additions:
Investment income:
Interest and dividends $ 231,948 $ 475,079 $ 35,790 $ 161,655
Interest on participant loans - - - -
----------------- ----------------- ----------------- -----------------
Total investment income 231,948 475,079 35,790 161,655
Net appreciation (depreciation)
in fair value of investments 5,596 228,982 (14,499) 262,249
Contributions:
Matching 8,777 24,029 4,591 20,633
Contract 176,179 365,395 62,520 343,783
----------------- ----------------- ----------------- -----------------
Total contributions 184,956 389,424 67,111 364,416
----------------- ----------------- ----------------- -----------------
Total additions 422,500 1,093,485 88,402 788,320
Deductions:
Withdrawals by participants 146,049 207,671 152,358 70,222
Expenses 216 274 61 153
Tranfers to the Equitable
Resources, Inc.
Employee Savings Plan 17,190 5,252 278 22,618
----------------- ----------------- ----------------- -----------------
Total deductions 163,455 213,197 152,697 92,993
Transfers to (from) funds (180,492) (242,856) 6,184 180,477
----------------- ----------------- ----------------- -----------------
Net increase (decrease)
in net assets available
for benefits 78,553 637,432 (58,111) 875,804
Net assets available for benefits:
At beginning of year 2,366,705 4,713,459 658,012 1,549,718
----------------- ----------------- ----------------- -----------------
At end of year $ 2,445,258 $ 5,350,891 $ 599,901 $ 2,425,522
================= ================= ================= =================
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, 1998
(CONTINUED)
Putnam Asset
Putnam Asset Putnam Asset Allocation: Putnam
Allocation: Allocation: Conservative International
Growth Portfolio Balanced Portfolio Portfolio Growth Fund
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Additions:
Investment income:
Interest and dividends $ 2,911 $ $ 2,871 $ 3,593 $ 9,811
Interest on participant loans - - - -
----------------- ----------------- ----------------- -----------------
Total investment income 2,911 2,871 3,593 9,811
Net appreciation (depreciation)
in fair value of investments 10,641 8,347 7,397 30,212
Contributions:
Matching 630 1,537 622 3,561
Contract 18,606 19,060 5,522 60,553
----------------- ----------------- ----------------- -----------------
Total contributions 19,236 20,597 6,144 64,114
----------------- ----------------- ----------------- -----------------
Total additions 32,788 31,815 17,134 104,137
Deductions:
Withdrawals by participants 1,385 - - 11,156
Expenses 12 - - 44
Tranfers to the Equitable
Resources, Inc.
Employee Savings Plan - - - 4,455
----------------- ----------------- ----------------- -----------------
Total deductions 1,397 - - 15,655
Transfers to (from) funds 14,812 32,603 99,712 65,627
----------------- ----------------- ----------------- -----------------
Net increase (decrease)
in net assets available
for benefits 46,203 64,418 116,846 154,109
Net assets available for benefits:
At beginning of year 65,089 43,515 11,659 191,981
----------------- ----------------- ----------------- -----------------
At end of year $ 111,292 $ $ 107,933 $ 128,505 $ 346,090
================= ================= ================= =================
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, 1998
(CONTINUED)
Putnam Stable Employer
Loan Fund Value Fund Stock Fund Total Funds
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Additions:
Investment income:
Interest and dividends $ - $ 105,206 $ 5,835 $ 1,034,699
Interest on participant loans 24,728 - - 24,728
----------------- ----------------- ----------------- -----------------
Total investment income 24,728 105,206 5,835 1,059,427
Net appreciation (depreciation)
in fair value of investments - - (1,338) 537,587
Contributions: -
Matching - 14,759 15,945 95,084
Contract - 141,517 14,923 1,208,058
----------------- ----------------- ----------------- -----------------
Total contributions - 156,276 30,868 1,303,142
----------------- ----------------- ----------------- -----------------
Total additions 24,728 261,482 35,365 2,900,156
Deductions:
Withdrawals by participants 32,463 242,036 1,148 864,488
Expenses - 340 - 1,100
Tranfers to the Equitable
Resources, Inc.
Employee Savings Plan 4,533 1,042 4,061 59,429
----------------- ----------------- ----------------- -----------------
Total deductions 36,996 243,418 5,209 925,017
Transfers to (from) funds (6,899) (92,105) 122,937 -
----------------- ----------------- ----------------- -----------------
Net increase (decrease)
in net assets available
for benefits (19,167) (74,041) 153,093 1,975,139
Net assets available for benefits:
At beginning of year 289,148 1,870,645 101,814 11,861,745
----------------- ----------------- ----------------- -----------------
At end of year $ 269,981 $ 1,796,604 $ 254,907 $ 13,836,884
================= ================= ================= =================
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 George The Putnam
Putnam Fund Fund for Growth Putnam Income Putnam Voyager
of Boston and Income Fund Fund
------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Additions:
Investment income:
Interest and dividends $ 218,107 $ 605,358 $ 39,586 $ 92,196
Interest on participant loans - - - -
----------------- ----------------- ----------------- -----------------
Total investment income 218,107 605,358 39,586 92,196
Net appreciation in fair value of
investments 189,476 300,692 8,458 202,153
Contributions:
Matching 8,431 22,733 5,202 18,462
Contract 158,803 321,303 59,185 284,292
----------------- ----------------- ----------------- -----------------
Total contributions 167,234 344,036 64,387 302,754
----------------- ----------------- ----------------- -----------------
Total additions 574,817 1,250,086 112,431 597,103
Deductions:
Withdrawals by participants 149,615 318,005 26,825 76,244
Purchase of life insurance - - - -
Expenses 2,146 3,867 512 1,648
----------------- ----------------- ----------------- -----------------
Total deductions 151,761 321,872 27,337 77,892
Transfers to (from) funds 20,925 82,700 625 (94,482)
----------------- ----------------- ----------------- -----------------
Net increase (decrease)
in net assets available
for benefits 443,981 1,010,914 85,719 424,729
Net assets available for benefits:
At beginning of year 1,922,724 3,702,545 572,293 1,124,989
----------------- ----------------- ----------------- -----------------
At end of year $ 2,366,705 $ 4,713,459 $ 658,012 $ 1,549,718
================= ================= ================= =================
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
Putnam Asset Putnam Asset Allocation Putnam
Allocation: Allocation: Conservative: International
Growth Portfolio Balanced Portfolio Portfolio Growth Fund
----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Additions:
Investment income:
Interest and dividends $ 4,673 $ 4,700 $ 733 $ 10,904
Interest on participant loans - - - -
----------------- ----------------- ----------------- -----------------
Total investment income 4,673 4,700 733 10,904
Net appreciation in fair value
of investments 3,472 9,899 1,708 6,490
Contributions:
Matching 397 1,132 82 2,719
Contract 14,484 16,704 2,194 42,010
----------------- ----------------- ----------------- -----------------
Total contributions 14,881 17,836 2,276 44,729
----------------- ----------------- ----------------- -----------------
Total additions 23,026 32,435 4,717 62,123
Deductions:
Withdrawals by participants - 27,713 1,190 3,571
Purchase of life insurance - - - -
Expenses 150 94 31 211
----------------- ----------------- ----------------- -----------------
Total deductions 150 27,807 1,221 3,782
Transfers to (from) funds 16,638 (41,533) 5,230 38,248
----------------- ----------------- ----------------- -----------------
Net increase (decrease)
in net assets available
for benefits 39,514 (36,905) 8,726 96,589
Net assets available for benefits:
At beginning of year 25,575 80,420 2,933 95,392
----------------- ----------------- ----------------- -----------------
At end of year $ 65,089 $ $ 43,515 $ 11,659 $ 191,981
================= ================= ================= =================
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 Stable Employer
Loan Fund Value Fund Stock Fund Total Funds
----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Additions:
Investment income:
Interest and dividends $ - $ 114,689 $ 2,876 $ 1,093,822
Interest on participant loans 21,062 - - 21,062
----------------- ----------------- ----------------- -----------------
Total investment income 21,062 114,689 2,876 1,114,884
Net appreciation in fair value
of investments - - 15,531 737,879
Contributions: -
Matching - 17,093 13,410 89,661
Contract - 136,416 13,770 1,049,161
----------------- ----------------- ----------------- -----------------
Total contributions - 153,509 27,180 1,138,822
----------------- ----------------- ----------------- -----------------
Total additions 21,062 268,198 45,587 2,991,585
Deductions:
Withdrawals by participants 9,812 300,817 2,400 916,192
Purchase of life insurance - 3,095 - 3,095
Expenses - 2,770 15 11,444
----------------- ----------------- ----------------- -----------------
Total deductions 9,812 306,682 2,415 930,731
Transfers to (from) funds 71,635 (99,330) (656) -
----------------- ----------------- ----------------- -----------------
Net increase (decrease)
in net assets available
for benefits 82,885 (137,814) 42,516 2,060,854
Net assets available for benefits:
At beginning of year 206,263 2,008,459 59,298 9,800,891
----------------- ----------------- ----------------- -----------------
At end of year $ 289,148 $ 1,870,645 $ 101,814 $ 11,861,745
================= ================= ================= =================
See accompanying notes
</TABLE>
<PAGE>
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS AND PROTECTION PLAN
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED
DECEMBER 31, 1998
1. Description of 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 ENDED
DECEMBER 31, 1998
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 ENDED
DECEMBER 31, 1998
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 ENDED
DECEMBER 31, 1998
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 Putnam Stable Value Fund
was 5.77% and 5.9% for the years ended December 31, 1998 and
1997, respectively.
j. Employer Stock Fund - invests in the common stock of the Company.
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 Putnam
Stable Value Fund are valued at face value, which approximates market.
Other investments are valued at market. There were 8,752 and 2,878
shares of Company common stock at December 31, 1998 and 1997,
respectively.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Certain prior year amounts have been reclassified to comply with the
current year presentation.
<PAGE>
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS AND PROTECTION PLAN
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED
DECEMBER 31, 1998
3. 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.
4. Income Tax Status of Plan
The Plan has received a determination letter from the Internal Revenue
Service dated April 22, 1999, stating that the Plan is qualified under
Section 401(a) of the Internal Revenue Code (the Code) and, therefore,
the related trust is exempt from taxation. Once qualified, the Plan is
required to operate in conformity with the Code to maintain its
qualification. The Plan Administrator believes the Plan is being
operated in compliance with the applicable requirements of the Code and,
therefore, believes that the Plan is qualified and the related trust is
tax-exempt.
5. Year 2000 (Unaudited)
The Plan Sponsor has determined that no internal computer systems
significantly affect the Plan as the Plan's operations have been
outsourced to third party service providers. Plan management established
formal communications with its third party service providers to
determine that they have developed plans to address their own year 2000
problems as they relate to the Plan's operations. All significant third
party service providers have indicated that they are year 2000
compliant. Plan management has not developed a contingency plan because
they are confident that all systems are year 2000 ready.
<PAGE>
SUPPLEMENTARY INFORMATION
<PAGE>
<TABLE>
<CAPTION>
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS AND PROTECTION PLAN
Schedule 1
Plan No. 206 EIN: 25-0464690
Item 27(a) Assets Held for Investment Purposes
(At the End of the Plan Year)
December 31, 1998
Column A Column B Column C Column D Column E
- ------------------------------------------------------------------------------------------------------------------------------------
Description of Current
Identity of Issue Investment Cost Value
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
* The George Putnam Fund of Boston 135,546 units $ 2,254,041 $ 2,445,258
* The Putnam Fund for Growth and Income 261,146 units $ 4,785,789 $ 5,350,891
* Putnam Income Fund 86,691 units $ 602,902 $ 599,901
* Putnam Voyager Fund 110,653 units $ 1,998,364 $ 2,425,522
* Putnam Asset Allocation: Growth Portfolio 8,165 units $ 98,240 $ 111,292
* Putnam Asset Allocation: Balanced Portfolio 8,987 units $ 98,285 $ 107,933
* Putnam Asset Allocation: Conservative Portfolio 12,380 units $ 120,771 $ 128,505
* Putnam International Growth Fund 17,997 units $ 306,996 $ 346,090
Loan Fund 8% - 10% $ - $ 269,981
* Putnam Stable Value Fund 1,796,604 units $ 1,796,604 $ 1,796,604
* Employer Stock Fund 8,752 shares of common stock $ 238,948 $ 254,907
-------------------------------------------------------------
* Party in interest to the Plan.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS AND PROTECTION PLAN
Schedule 2
Plan No. 206 EIN: 25-0464690
Item 27(d) Reportable Transactions
For the Year Ended December 31, 1998
Series transactions, when aggregated, including 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
- ------------------------------------------------------------------------------------------------------------------------------------
Identity of Current Value
Party Purchase Selling Cost of of Asset on Net Gain
Involved Description of Investment Price Price Asset Transaction Date or (Loss)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Category
(iii)
Putnam The George Putnam Fund of Boston $ 471,189 $ 471,189 $ 471,189
Putnam The George Putnam Fund of Boston $ 398,232 $ 368,300 $ 398,232 $ 29,932
Putnam The Putnam Fund for Growth and Income $ 949,954 $ 949,954 $ 949,954
Putnam The Putnam Fund for Growth and Income $ 541,504 $ 483,749 $ 541,504 $ 57,755
Putnam Putnam Voyager Fund $ 785,680 $ 785,680 $ 785,680
Putnam Putnam Voyager Fund $ 172,125 $ 159,283 $ 172,125 $ 12,842
Putnam Putnam Stable Value Fund $ 400,564 $ 400,564 $ 400,564
Putnam Putnam Stable Value Fund $ 474,606 $ 474,606 $ 474,606
There were no category (i), (ii) or (iv) transactions.
</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/ David L. Porges
-------------------------------------------
David L. Porges
Senior Vice President and
Chief Financial Officer
June 29, 1999
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Sequential Page No.
23 Consent of Independent Auditors 19
Exhibit 23
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-22529) pertaining to the Equitable Resources, Inc. Employee Savings
and Protection Plan of our report dated June 25, 1999, 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, 1998.
/s/ Ernst & Young LLP
-------------------------------------------
Ernst & Young LLP
Pittsburgh, Pennsylvania
June 25, 1999
