<PAGE> 1
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 29, 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 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> 2
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 - 9
Supplementary information
-------------------------
Schedule H:
Line 4i Assets Held for Investment Purposes at End of Year 10
Schedule H:
Line 4j Schedule of Reportable Transactions 11
Signature 12
---------
Index to Exhibits 13
-----------------
1
<PAGE> 3
REPORT OF INDEPENDENT AUDITORS
Administrative Committee
Equitable Resources, Inc. Employee Savings Plan
We have audited the accompanying statements of net assets available for
benefits of the Equitable Resources, Inc. Employee Savings Plan as of December
29, 1999 and December 31, 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 29, 1999 and December 31, 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 performed for the purpose of forming an opinion on the
financial statements taken as a whole. The accompanying supplemental schedules
of assets held for investment purposes at end of year as of December 31, 1999
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 supplemental
schedules 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
May 25, 2000
2
<PAGE> 4
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
DECEMBER 29 DECEMBER 31
1999 1998
---------------------------------
<S> <C> <C>
Investments, at fair value:
The George Putnam Fund of Boston $ 6,284,386 $ 8,687,884
The Putnam Fund for Growth and Income 10,939,364 14,247,551
Putnam Income Fund 1,211,749 1,867,331
Putnam Voyager Fund 23,530,520 17,086,413
Putnam Asset Allocation: Growth Portfolio 2,424,867 2,417,163
Putnam Asset Allocation: Balanced Portfolio 1,449,095 1,442,395
Putnam Asset Allocation: Conservative Portfolio 460,130 489,228
Putnam International Growth Fund 4,030,769 2,541,968
Putnam Stable Value Fund 8,503,766 9,387,724
Employer Stock Fund 6,067,879 6,350,462
Guaranteed Interest Account -- 240,235
Alliance Bond Fund -- 110
Alliance Common Stock Fund -- 1,474
Alliance Balanced Fund -- 782
Loan Fund 568,575 888,800
---------------------------------
65,471,100 65,649,520
Receivables:
Employer contribution -- 1,050,313
---------------------------------
Net assets available for benefits $65,471,100 $66,699,833
=================================
</TABLE>
SEE ACCOMPANYING NOTES.
3
<PAGE> 5
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
YEAR ENDED
---------------------------------
DECEMBER 29 DECEMBER 31
1999 1998
---------------------------------
<S> <C> <C>
Additions:
Investment income:
Interest and dividends $ 5,065,948 $ 4,259,151
Interest on participant loans 53,016 82,659
---------------------------------
Total investment income 5,118,964 4,341,810
Net appreciation in fair value of investments 7,622,317 2,198,072
Contributions:
Matching 2,398,489 2,622,556
Contract 6,546,454 7,073,598
---------------------------------
Total contributions 8,944,943 9,696,154
---------------------------------
Total additions 21,686,224 16,236,036
Deductions:
Withdrawals by participants 22,989,183 8,492,217
Expenses 9,125 12,940
---------------------------------
Total deductions 22,998,308 8,505,157
Transfers from other plans 83,351 1,196,611
Other -- 57,640
---------------------------------
Net (decrease) increase in net assets available for benefits (1,228,733) 8,985,130
Net assets available for benefits:
At beginning of year 66,699,833 57,714,703
---------------------------------
At end of year $65,471,100 $66,699,833
=================================
</TABLE>
SEE ACCOMPANYING NOTES.
4
<PAGE> 6
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED
DECEMBER 29, 1999
1. Description of Plan
The following description of the Equitable Resources, Inc. Employee
Savings 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, 1985, by
Equitable Resources, Inc. and certain subsidiaries (the Company or
Companies).
All regular, full-time, non-union employees of the Companies are eligible
to participate in the Plan immediately upon hire. The Plan is subject to
the provisions of the Employee Retirement Income Security Act of 1974
(ERISA).
During 1999, the Plan was amended to change the plan year's end from
December 31 to December 29.
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.
Prior to January 1, 1999, the Company matched 50% of the first 6% of
participants' contract contributions. Effective January 1, 1999, the
Company will match a percentage of the first 6% of the participants'
contract contributions based on years of service for participants in the
NORESCO and Equitable Services divisions as follows:
Years of Service Matching Contribution Percentage
---------------- --------------------------------
Less than one year 50%
More than one year and less than 75%
three years
More than three years 100%
All other participants will receive a match of 50% of the first 6% of
their contract contributions.
In addition, Equitable Production Company and Equitable Headquarters
participants receive a performance contribution which is determined on an
annual basis at the discretion of the Company. During 1999 and 1998, the
amount of the performance contribution was 6% and 4%, respectively, of
eligible compensation.
5
<PAGE> 7
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED
DECEMBER 29, 1999
1. Description of Plan (Continued)
Contributions (Continued)
In addition, effective January 1, 1999, the matching contribution shall
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).
In 1998, the Company offered a voluntary resignation program (VRP). For
those participants who were a part of the VRP, the special contribution
was increased to 12% of eligible compensation for 1998. Participants
impacted by the VRP were automatically vested in all employer
contributions.
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.
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 employer contributions.
Effective January 1, 1999, the vesting schedule for participants in the
Plan was changed. Employer contributions are now vested in accordance
with the following schedule:
Years of Continuous Service Vested Interest
--------------------------- ---------------
One year 33%
Two years 66%
Three years 100%
6
<PAGE> 8
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED
DECEMBER 29, 1999
1. Description of Plan (Continued)
Vesting (Continued)
Prior to January 1, 1999, the vesting schedule was:
Years of Continuous Service Vested Interest
--------------------------- ---------------
Less than five years 0%
Five years or more 100%
Amounts forfeited by participants upon termination are used to reduce the
amount of the Company's future employer contributions to the Plan. In
1999 and 1998, forfeitures of approximately $161,000 and $224,000,
respectively, were used to offset contributions.
Upon retirement, death, total and permanent disability or termination of
the Plan, a participant is entitled to receive the full value of any
employer 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.
In September 1999, the Company sold its Midstream Operations to a third
party. In connection with this sale, assets of $7.9 million, which
represented the balances of participants affected by this sale, were
rolled over to the buyer's benefit plan.
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 employer
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.
7
<PAGE> 9
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED
DECEMBER 29, 1999
2. Summary of Significant Accounting Policies
Investments
Short-term investments are valued at cost, which approximates market. 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. The contracts included in the Putnam Stable Value
Fund are valued at face value, which approximates market. Other
investments are valued at market. There were 181,809 and 218,042 shares
of Company common stock as of December 29, 1999 and December 31, 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. 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. 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
---------------------------------
DECEMBER 29 DECEMBER 31
1999 1998
---------------------------------
<S> <C> <C>
Investments at fair value as determined by quoted market prices:
Registered investment companies $6,790,995 $ 3,238,381
Company stock 831,322 (1,040,309)
---------------------------------
$7,622,317 $ 2,198,072
=================================
</TABLE>
8
<PAGE> 10
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED
DECEMBER 29, 1999
4. Investments (Continued)
Information about the net asset and significant components of the changes
in net assets related to the nonparticipant-directed investment is as
follows:
YEAR ENDED
DECEMBER 29
1999
-----------
Net asset:
Employer Stock Fund $ 6,067,879
===========
Changes in net assets:
Dividend income $ 235,560
Net appreciation in fair value of investments 831,322
Employer contributions 1,002,216
Employee contributions 211,056
Withdrawals by participants (1,623,302)
Expenses (862)
Transfers to other funds (947,867)
Transfers from other plan 9,294
-----------
$ (282,583)
===========
5. Income Tax Status of Plan
The Plan has received a determination letter from the Internal Revenue
Service dated July 13, 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 has been amended since the date of the
determination letter. 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.
6. Transfers
Effective January 1, 1998, assets from another plan sponsored by a
division of Equitable Resources, Inc., Union Drilling, were merged into
the Plan. The amount of assets transferred was approximately $1.1
million. Participants' balances from this former plan were distributed
during 1998 as a result of the sale of the division, which occurred in
the fourth quarter of 1997.
9
<PAGE> 11
SUPPLEMENTARY INFORMATION
<PAGE> 12
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
PLAN 202 EIN: 25-0464690
SCHEDULE H, LINE 4I ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR
DECEMBER 29, 1999
<TABLE>
<CAPTION>
DESCRIPTION OF
IDENTITY OF ISSUE INVESTMENT COST CURRENT VALUE
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
* The George Putnam Fund of Boston 386,019 units $ 6,284,386
* The Putnam Fund for Growth and Income 583,433 units 10,939,364
* Putnam Income Fund 190,527 units 1,211,749
* Putnam Voyager Fund 760,030 units 23,530,520
* Putnam Asset Allocation: Growth Portfolio 159,531 units 2,424,867
* Putnam Asset Allocation: Balanced Portfolio 111,813 units 1,449,095
* Putnam Asset Allocation: Conservative Portfolio 43,656 units 460,130
* Putnam International Growth Fund 135,808 units 4,030,769
* Putnam Stable Value Fund 8,503,544 units 8,503,766
* Employer Stock Fund 181,809 units $5,301,249 6,067,879
Loan Fund 8-10% 568,575
-----------
$65,471,100
===========
</TABLE>
*Party-in-interest to the Plan.
10
<PAGE> 13
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
PLAN 202 EIN: 25-0464690
SCHEDULE H, LINE 4J SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 29, 1999
<TABLE>
<CAPTION>
CURRENT VALUE
OF ASSET ON
PURCHASE COST OF TRANSACTION
IDENTITY OF PARTY INVOLVED DESCRIPTION OF INVESTMENT PRICE SELLING PRICE ASSET DATE NET GAIN
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Category (iii)--series of transactions in excess of 5% of plan assets
---------------------------------------------------------------------
Equitable Resources, Inc. Employer Stock Fund $2,265,681 $ -- $2,265,681 $2,265,681 $ --
Equitable Resources, Inc. Employer Stock Fund -- 3,002,588 2,746,288 -- 256,300
</TABLE>
There were no category (i), (ii) or (iv) reportable transactions during 1999.
11
<PAGE> 14
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 PLAN
(Name of Plan)
By /s/ David L. Porges
------------------------------------
David L. Porges
Executive Vice President and
Chief Financial Officer
June 14, 2000
12
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EXHIBIT INDEX
Exhibit No. Description Sequential Page No.
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23 Consent of Independent Auditors 14
13
