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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, 1999
[ ] 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
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(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)
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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
Notes to financial statements 5 - 8
Supplementary information
Schedule H:
Line 4i Assets Held for Investment Purposes at End of Year 9
Signature 10
Index to Exhibits 11
1
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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, 1999 and 1998, 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 auditing standards generally
accepted in the United States. 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, 1999 and 1998, and the changes in its net assets
available for benefits for the years then ended, in conformity with accounting
principles generally accepted in the United States.
Our audits were made for the purpose of forming an opinion on the
financial statements taken as a whole. The accompanying supplemental schedule of
assets held for investment purposes at end of year as of December 29, 1999 is
presented for purposes of additional analysis and is not a required part of the
financial statements but is 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. This supplemental schedule is the
responsibility of the Plan's management. The supplemental schedule has been
subjected to the auditing procedures applied in our audits of the financial
statements and, in our opinion, is 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
May 25, 2000
2
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EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS AND PROTECTION PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
DECEMBER 31
1999 1998
----------- -----------
<S> <C> <C>
Investments, at fair value:
The George Putnam Fund of Boston $ 2,067,516 $ 2,445,258
The Putnam Fund for Growth and Income 4,680,318 5,350,891
Putnam Income Fund 392,704 599,901
Putnam Voyager Fund 4,004,869 2,425,522
Putnam Asset Allocation: Growth Portfolio 110,937 111,292
Putnam Asset Allocation: Balanced Portfolio 207,292 107,933
Putnam Asset Allocation: Conservative Portfolio 34,305 128,505
Putnam International Growth Fund 649,422 346,090
Putnam Stable Value Fund 2,030,474 1,796,604
Employer Stock Fund 238,292 254,907
Loan Fund 288,613 269,981
----------- -----------
Net assets available for benefits $14,704,742 $13,836,884
=========== ===========
</TABLE>
See accompanying notes
3
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EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS AND PROTECTION PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1999 1998
----------- -----------
<S> <C> <C>
Additions:
Investment income:
Interest and dividends $ 1,244,625 $ 1,034,699
Interest on participant loans 24,289 24,728
----------- -----------
Total investment income 1,268,914 1,059,427
Net appreciation in fair value of investments 656,525 537,587
Contributions:
Matching 90,088 95,084
Contract 1,112,009 1,208,058
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Total contributions 1,202,097 1,303,142
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Total additions 3,127,536 2,900,156
Deductions:
Withdrawals by participants 2,172,727 864,488
Expenses 3,600 1,100
Transfers to the Equitable Resources, Inc. Employee Savings Plan 83,351 59,429
----------- -----------
Total deductions 2,259,678 925,017
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Net increase in net assets available for benefits 867,858 1,975,139
Net assets available for benefits:
At beginning of year 13,836,884 11,861,745
----------- -----------
At end of year $14,704,742 $13,836,884
=========== ===========
</TABLE>
See accompanying notes
4
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EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS AND PROTECTION PLAN
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED
DECEMBER 31, 1999
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 summary plan description 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 Code (IRC) limitations.
These contributions are referred to as contract contributions. Matching
contributions are subject to the respective collective bargaining
agreements. Prior to January 1, 1999, the matching contribution followed
the participant's contract contribution. Effective January 1, 1999, the
matching contribution will be invested in the employer stock fund until
the participant is 100% vested. After the participant is 100% vested, the
matching contribution will follow the participant's contract investment
election(s).
Rollover Contributions
Participants are allowed to make rollover contributions (contributions
transferred to the Plan from other qualified retirement plans), subject
to certain requirements.
Vesting
Participants are 100% vested in the value of contract contributions made,
and any rollover contributions.
5
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EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS AND PROTECTION PLAN
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED
DECEMBER 31, 1999
1. Description of Plan (Continued)
Vesting (Continued)
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.
6
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EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS AND PROTECTION PLAN
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED
DECEMBER 31, 1999
2. Summary of Significant Accounting Policies
Investments
The Employer Stock Fund consisting of Equitable Resources, Inc. common
stock (Company 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 7,140 and 8,752 shares of
Company common stock at December 31, 1999 and 1998, 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.
Reclassification
Certain amounts in the 1998 financial statements have been reclassified
to conform to the 1999 presentation.
3. Investments
The Plan's investments (including investments purchased, sold as well as
held during the year) appreciated (depreciated) in fair value as
determined by quoted market prices as follows:
<TABLE>
<CAPTION>
NET CHANGES IN FAIR VALUE FOR
THE YEAR ENDED DECEMBER 31
1999 1998
-------- -------
<S> <C> <C>
Investments at fair value as determined by
quoted market prices:
Registered investment companies $639,353 $538,925
Company stock 17,172 (1,338)
-------- --------
$656,525 $537,587
======== ========
</TABLE>
7
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EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS AND PROTECTION PLAN
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED
DECEMBER 31, 1999
3. Investments (Continued)
Information about the net assets and significant components of the
changes in net assets related to the nonparticipant-directed investment
is as follows:
YEAR ENDED
DECEMBER 31
1999
--------
Net asset:
Employer Stock Fund $238,292
========
Changes in net assets:
Dividend and interest income $ 8,167
Net appreciation in fair value of investment 17,172
Employer contributions 15,435
Employee contributions 16,766
Withdrawals by participants (14,217)
Expenses (53)
Interfund transfers (50,591)
Transfer to plan (9,294)
--------
Net decrease $(16,615)
========
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 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.
8
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SUPPLEMENTARY INFORMATION
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EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS AND PROTECTION PLAN
PLAN NO. 206 EIN: 25-0464690
SCHEDULE H, LINE 4I ASSETS HELD FOR INVESTMENT PURPOSES
(AT THE END OF THE PLAN YEAR)
DECEMBER 31, 1999
<TABLE>
<CAPTION>
DESCRIPTION OF
IDENTITY OF ISSUE INVESTMENT COST CURRENT VALUE
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
* The George Putnam Fund of Boston 126,997 units $ 2,067,516
* The Putnam Fund for Growth and Income 249,617 units 4,680,318
* Putnam Income Fund 61,746 units 392,704
* Putnam Voyager Fund 129,356 units 4,004,869
* Putnam Asset Allocation: Growth Portfolio 7,298 units 110,937
* Putnam Asset Allocation: Balanced Portfolio 15,995 units 207,292
* Putnam Asset Allocation: Conservative Portfolio 3,255 units 34,305
* Putnam International Growth Fund 21,881 units 649,422
* Putnam Stable Value Fund 2,030,304 units 2,030,474
* Employer Stock Fund 7,140 shares of
common stock $213,329 238,292
Loan Fund 8-10% 288,613
-----------
$14,704,742
===========
</TABLE>
*Party-in-interest to the Plan.
9
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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 SAVINGS AND PROTECTION PLAN
(Name of Plan)
By /s/ David L. Porges
----------------------------
David L. Porges
Executive Vice President and
Chief Financial Officer
June 14, 2000
10
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EXHIBIT INDEX
Exhibit No. Description Sequential Page No.
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23 Consent of Independent Auditors 12
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