<PAGE> 1
As filed with the Securities and Exchange Commission on March 15, 2000
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------------
EQUITABLE RESOURCES, INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 25-0464690
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE OXFORD CENTRE, SUITE 3300
301 GRANT STREET
PITTSBURGH, PENNSYLVANIA 15219
(Address of principal executive offices) (Zip Code)
-----------------------------------
EQUITABLE RESOURCES, INC. DEFERRED COMPENSATION PLAN
AND
EQUITABLE RESOURCES, INC. DIRECTORS' DEFERRED COMPENSATION PLAN
(Full title of the plan)
------------------------------------
JOHANNA G. O'LOUGHLIN, VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
ONE OXFORD CENTRE, SUITE 3300
301 GRANT STREET
PITTSBURGH, PENNSYLVANIA 15219
(412)553-5700
------------------------------------
Copies of communications to:
STEPHEN W. JOHNSON, ESQUIRE
BUCHANAN INGERSOLL PROFESSIONAL CORPORATION
ONE OXFORD CENTRE, 301 GRANT STREET, 20TH FLOOR
PITTSBURGH, PA 15219-1410
(412) 562-8800
------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================================
Title of Securities To Be Amount To Be Proposed Maximum Proposed Maximum
Registered Registered Offering Price Per Aggregate Offering Amount of
Unit Price Registration Fee
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Deferred Compensation $5,000,000 100% $5,000,000 $1,320
Obligations (2)
=========================================================================================================================
Common Stock (No Par Value) 500,000 shares $38.4688 (1) $19,234,400 $5,077
(3)(4)
=========================================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee;
computed on the basis of the average high and low price per share of
Common Stock sold on March 8, 2000 pursuant to Rule 457(h) under the
Securities Act of 1933, as amended.
(2) The Deferred Compensation Obligations being registered are general
unsecured obligations of Equitable Resources, Inc. (the "Company") to
pay deferred compensation in the future to participating members in
accordance with the terms of the Equitable Resources, Inc. Deferred
Compensation Plan and the Equitable Resources, Inc. Directors' Deferred
Compensation Plan (collectively, the "Plans").
(3) Shares to be issued in satisfaction of deferred compensation
obligations under the Plans. This registration statement also covers
such deferred compensation obligations.
(4) Includes Preferred Stock Purchase Rights. Prior to the occurrence of
certain events, such rights will not be exercisable or evidenced
separately.
================================================================================
The Exhibit Index for this Registration Statement is at page 9.
<PAGE> 2
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified in Part
I are not required to be filed with the Securities and Exchange Commission (the
"Commission") as part of this Form S-8 Registration Statement in accordance with
Rule 428 of the Securities Act of 1933, as amended.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed with the Securities and
Exchange Commission (the "Commission") by Equitable Resources, Inc., a
Pennsylvania corporation (the "Company"), and are incorporated herein by
reference and made a part hereof:
(a) The Company's latest Annual Report on Form 10-K for the year ended
December 31, 1998, filed pursuant to the Securities Exchange Act of
1934 (the "Exchange Act"); and
(b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 1998, the end of the year
covered by annual report referred to in (a) above, including the
Company's current reports on Form 10-Q for the periods ending March 31,
1999, June 30, 1999 and September 30, 1999 and reports filed on Form
8-K during 1999 and 2000.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment that indicates that all securities offered pursuant to
this Registration Statement have been sold or that deregisters all securities
then remaining unsold shall also be deemed to be incorporated by reference
herein and to be a part hereof from the dates of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The Plans provide a select group of management employees ("Eligible
Employees") and non-employee directors of the Company the opportunity to defer
the receipt of certain compensation. The Company's obligations under the Plans
(the "Deferred Compensation Obligations") will be general unsecured obligations
of the Company to pay deferred compensation in the future to participating
Eligible Employees and directors (the "Participants") in accordance with the
terms of the Plan.
Each Participant may elect to defer under the Plan a portion of his or
her compensation that may otherwise be payable during a calendar year. An
Eligible Employee's deferred compensation shall be deferred by means of a
reduction in the employee's annual base salary or bonus as requested under the
employee's deferral election. Certain Eligible Employees are required to defer a
portion of their annual bonus to the Equitable Resources Common Stock Fund under
the Plans. In the case of a non-employee director, deferred compensation shall
be deferred by means of a reduction in the director's fees that are paid by the
Company to the non-employee directors as compensation for services performed by
them as directors.
Participants' compensation deferrals under the Plans are credited to
individual deferral accounts maintained under the Plans. At the time of making
an election to defer and participate in the Plans, each
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<PAGE> 3
Participant may choose to allocate his or her deferred compensation among
certain fixed income and equity funds, including the Equitable Resources Common
Stock Fund, which are used to calculate the investment return rate on each
Participant's individual deferral account.
With certain exceptions, Deferred Compensation Obligations will be paid
after: (1) the Eligible Employee Participant's death, disability, retirement or
termination of employment with the Company; or (2) the nonemployee director
Participant's termination of service as a director, as the case may be. Subject
to certain penalties and limitations set forth in the Plan, Participants may
generally elect that payments under the Plan be made in a lump sum or in
installments. The terms of the Plan may require payment in the form of a lump
sum in certain circumstances.
No amount payable under the Plan shall be subject to assignment,
transfer, sale, pledge, encumbrance, alienation or charge except as may be
required by law. The duration of the Plan is indefinite, however, the Company
reserves the right to terminate or amend the Plan at any time.
The total amount of the Deferred Compensation Obligations cannot be
determined as the amount will vary based on the level of participation in the
Plan and each Participant's amount of deferred compensation.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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, employed by the Company as its Vice President, General Counsel and
Secretary. On January 31, 2000, Ms. O'Loughlin beneficially owned 2,303 shares
of the Company's Common Stock, held options to purchase an additional 43,000
shares of Common Stock, and held restricted Common Stock awards of 4,102 shares.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 1741 and 1742 of the Pennsylvania Business Corporation Law
(the "PBCL") provide 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 and 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
attorney's 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 persons 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
3
<PAGE> 4
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.
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 any 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
expenses 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 by-law, agreement, vote of shareholders or disinterested
directors or otherwise, and that indemnification may be granted under any
by-law, 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 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 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
provision. 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.
4
<PAGE> 5
As permitted by PBCL Section 1713, the Articles and the 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. The Registrant then
entered into a separate Indemnity Agreement with each new director or officer
who joined the Board of Directors or Registrant after June, 1987. 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 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following is a list of exhibits filed as part of this Registration
Statement.
<TABLE>
<CAPTION>
Exhibit No. Description Method of Filing
- ----------- ----------- ----------------
<S> <C> <C>
4.1 Equitable Resources, Inc. Deferred Incorporated by reference from Exhibit 10.16 to
Compensation Plan. the Company's Annual Report on Form 10-K for
the year ended December 31, 1995.
4.2 Equitable Resources, Inc. Directors' Incorporated by reference from Exhibit 10.4 to
Deferred Compensation Plan. the Company's report on Form 10-Q for the
quarter ended September 30, 1999.
5.1 Opinion of Johanna G. O'Loughlin as to Filed herewith.
the legality of the Equitable Resources,
Inc. Common Stock and Deferred
Compensation Obligations.
23.1 Consent of Johanna G. O'Loughlin. See Exhibit 5.1 hereof.
23.2 Consent of Ernst & Young, LLP Filed herewith.
Independent Auditors.
24.1 Power of Attorney. Filed herewith.
</TABLE>
ITEM 9. UNDERTAKINGS.
The Company hereby undertakes:
5
<PAGE> 6
(a) (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;
(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 (i) and (ii) above 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 with or furnished to
the Commission pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purposes of determining any liability under the
Securities Act, 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.
(b) That, for purposes of determining any liability under the Securities
Act, each filing of the Company's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities
(other than the payment by the Company of expenses incurred or paid by
a director, officer or controlling person of the Company 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 Company 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
Securities Act and will be governed by the final adjudication of such
issue.
6
<PAGE> 7
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 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 14th
day of March, 2000.
EQUITABLE RESOURCES, INC.
By: /s/ Johanna G. O'Loughlin
----------------------------------------------
Johanna G. O'Loughlin
Vice President, General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on this 14th day March, 2000.
SIGNATURE TITLE
- --------- -----
/s/ Johanna G. O'Loughlin* President, Chief Executive Officer
- ---------------------------- and Director
Murry S. Gerber
/s/ Johanna G. O'Loughlin* Executive Vice President and
- ---------------------------- Chief Financial Officer
David L. Porges
/s/ Johanna G. O'Loughlin* Corporate Controller and
- ---------------------------- Assistant Treasurer (Chief Accounting
John Bergonzi Officer)
/s/ Johanna G. O'Loughlin* Director
- ----------------------------
Paul Christiano
/s/ Johanna G. O'Loughlin* Director
- ----------------------------
Phyllis A. Domm
/s/ Johanna G. O'Loughlin* Director
- ----------------------------
Lawrence Keyes, Jr.
/s/ Johanna G. O'Loughlin* Director
- ----------------------------
Thomas McConomy
/s/ Johanna G. O'Loughlin* Director
- ----------------------------
Donald I. Moritz
/s/ Johanna G. O'Loughlin* Director
- ----------------------------
Guy W. Nichols
/s/ Johanna G. O'Loughlin* Director
- ----------------------------
Malcolm M. Prine
/s/ Johanna G. O'Loughlin* Director
- ----------------------------
James E. Rohr
7
<PAGE> 8
/s/ Johanna G. O'Loughlin* Director
- ----------------------------
David S. Shapira
/s/ Johanna G. O'Loughlin* Director
- ----------------------------
Michael Talbert
*By: /s/ Johanna G. O'Loughlin
------------------------------
Johanna G. O'Loughlin
Attorney-in-Fact
8
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Method of Filing
- ----------- ----------- ----------------
<S> <C> <C>
4.1 Equitable Resources, Inc. Deferred Incorporated by reference from Exhibit 10.16 to
Compensation Plan. the Company's Annual Report on Form 10-K for
the year ended December 31, 1995.
4.2 Equitable Resources, Inc. Directors' Incorporated by reference from Exhibit 10.4 to
Deferred Compensation Plan. the Company's report on Form 10-Q for the
quarter ended September 30, 1999.
5.1 Opinion of Johanna G. O'Loughlin as to Filed herewith.
the legality of the Equitable Resources,
Inc. Common Stock and Deferred
Compensation Obligations.
23.1 Consent of Johanna G. O'Loughlin. See Exhibit 5.1 hereof.
23.2 Consent of Ernst & Young, LLP, Filed herewith.
Independent Auditors.
24.1 Power of Attorney. Filed herewith.
</TABLE>
9
<PAGE> 1
Exhibit No. 5.1
Opinion of Johanna G. O'Loughlin
March 13, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Equitable Resources, Inc.
Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
I am the General Counsel of Equitable Resources, Inc., a Pennsylvania
corporation ("Equitable"). In that capacity, I have reviewed the Registration
Statement on Form S-8 (the "Registration Statement") filed under the Securities
Act of 1933, as amended, relating to the registration of $5,000,000 of Deferred
Compensation Obligations, payable in the future to participants in and in
accordance with the terms of the Equitable Resources, Inc. Deferred Compensation
Plan and the Equitable Resources, Inc. Directors' Deferred Compensation Plan
(collectively, the "Plans"), and 500,000 shares of Equitable Common Stock, no
par value (the "Shares"), that may be issued in satisfaction of the Deferred
Compensation Obligations under the Plans.
In that connection, I have examined such documents, corporate records
and other instruments as I have deemed necessary or appropriate for purposes of
this opinion, including the Articles of Incorporation, as amended, and the
By-laws of Equitable (as amended and restated). In the examination of such
documents, I have assumed the genuineness of all signatures, the authenticity of
all documents submitted to me as originals and the conformity to those original
documents of all documents submitted to me as certified or photostatic copies.
Based upon the foregoing, I am of the opinion that the Deferred
Compensation Obligations and Shares being registered, when sold or issued in
accordance with the provisions of said Plans, in accordance with Pennsylvania
law and upon payment of the consideration for such obligations as contemplated
by said Plans, (i) such Deferred Compensation Obligations will be validly and
legally binding obligations of Equitable in accordance with and subject to the
terms of the Plans, and (ii) such shares will be validly issued, fully paid and
non-assessable.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the referral to my name as in the Registration
Statement and related prospectus.
Very truly yours,
/s/ Johanna G. O'Loughlin
---------------------------------------------
Johanna G. O'Loughlin
Vice President, General Counsel and Secretary
10
<PAGE> 1
Exhibit No. 23.2
Consent of Independent Auditors
The Board of Directors
Equitable Resources, Inc.:
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Equitable Resources, Inc. Deferred Compensation Plan and
the Equitable Resources, Inc. Directors' Deferred Compensation Plan of our
report dated February 25, 1999, 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, 1998 filed with the
Securities and Exchange Commission.
/S/ Ernst & Young, LLP
Pittsburgh, Pennsylvania
Date: March 13, 2000
---------------
11
<PAGE> 1
Exhibit No. 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or
officer of Equitable Resources, Inc. (the "Company") hereby constitutes and
appoints Murry S. Gerber, David Porges and Johanna G. O'Loughlin, and each of
them, the undersigned's true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution in each, for the undersigned in his or
her name, place and stead, in any and all capacities (including the
undersigned's capacity as a director and/or officer of the Company), 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 and to execute any and
all instruments which said attorneys-in-fact and agents, or any of them, may
deem necessary or advisable or which may be required to enable the Company to
comply with the Securities Act of 1933, as amended, and any rules, regulations
or requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under said Act of the common stock and
participation interests to be offered and sold in accordance with the Equitable
Resources, Inc. Directors' Deferred Compensation Plan and the Equitable
Resources, Inc. Deferred Compensation Plan, as fully to all intents and purposes
as the undersigned might or could do in person, including specifically, but
without limiting the generality of the foregoing, the power and authority to
sign the name of the undersigned in the capacity of director and/or officer of
the Company to any registration statement to be filed with the Securities and
Exchange Commission in respect of said Plan, to any and all amendments and
supplements to any such registration statements, including post-effective
amendments thereto, and to any instruments or documents filed as part of or in
connection with any such registration statements or amendments or supplements
thereto, and to file such documents with the Securities and Exchange Commission;
and to do any and all acts and things and to execute any and all instruments
that said attorneys and agents and each of them may deem necessary or desirable
to enable the Company to comply with the Securities Exchange Act of 1934, as
amended, and any requirements of the Securities and Exchange Commission
thereunder, including specifically, but without limiting the generality of
foregoing, power and authority to sign the name of the undersigned director
and/or officer in such capacity, to any application, report, instrument,
certificate, form or other document, and any and all supplements and amendments
thereto, to be filed on behalf of said Company with the Securities and Exchange
Commission; and the undersigned hereby ratifies and confirms all that said
attorneys-in-fact and agents, or any of them, or their or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents on
the date set forth opposite his or her name below.
SIGNATURE TITLE
/s/ Murry S. Gerber President, Chief Executive Officer
- ------------------------ and Director
Murry S. Gerber
/s/ David L. Porges Executive Vice President and
- ------------------------ Chief Financial Officer
David L. Porges
/s/ John Bergonzi Corporate Controller and Assistant Treasurer
- ------------------------ (Chief Accounting Officer)
John Bergonzi
/s/ Paul Christiano Director
- ------------------------
Paul Christiano
/s/ Phyllis A. Domm Director
- ------------------------
Phyllis A. Domm
/s/ Lawrence Keyes, Jr. Director
- ------------------------
Lawrence Keyes, Jr.
12
<PAGE> 2
/s/ Thomas McConomy Director
- ------------------------
Thomas McConomy
/s/ Donald I. Moritz Director
- ------------------------
Donald I. Moritz
/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/ David S. Shapira Director
- ------------------------
David S. Shapira
/s/ Michael Talbert Director
- ------------------------
Michael Talbert
13
