<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
<TABLE>
<S> <C>
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
</TABLE>
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Equitable Resources, Inc.
---------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (check the appropriate box):
<TABLE>
<S> <C> <C>
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction
applies:
------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how
it was determined):
------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
1) Amount Previously Paid:
------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------
</TABLE>
<PAGE> 2
Equitable Logo
One Oxford Centre
Suite 3300
Pittsburgh, PA 15219
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 17, 2000
NOTICE IS HEREBY GIVEN THAT the Annual Meeting of Shareholders of Equitable
Resources, Inc. will be held on Wednesday, May 17, 2000, at 10 a.m., Eastern
Daylight Time, in the Union Trust Building at Two Mellon Bank Center, 10th
Floor, 501 Grant Street, Pittsburgh, Pennsylvania, for the following purposes:
(1) To elect three directors, each to serve for a term of three years.
(2) To ratify the appointment of the firm of Ernst & Young LLP as
independent auditors for the year 2000.
(3) To transact such other business as may properly come before the meeting
or any adjournment thereof.
In accordance with the By-Laws, the Board of Directors has fixed the close
of business on March 8, 2000, as the record date for determining shareholders
entitled to notice of, and to vote at, the meeting or any adjournment thereof.
If you plan to attend the meeting, please complete and return the form
which is attached to the proxy card. An admission card will be mailed to you
prior to the meeting. Presentation of the admission card upon arrival will
expedite registration.
By Order of the Board of Directors
/s/ Johanna G. O'Loughlin
JOHANNA G. O'LOUGHLIN
Vice President, General Counsel and
Secretary
March 30, 2000
YOUR VOTE IS IMPORTANT. PLEASE SIGN, DATE AND PROMPTLY
MAIL THE ENCLOSED PROXY AS SOON AS POSSIBLE
<PAGE> 3
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Equitable Resources, Inc., a Pennsylvania
corporation (the "Company" or "Equitable") for use at the Annual Meeting of
Shareholders of the Company on Wednesday, May 17, 2000, and at any adjournment
thereof. Any proxy given pursuant to this solicitation may be revoked at any
time by written or oral notice to the Corporate Secretary prior to exercise of
the proxy. The shares represented by the proxy will be voted in accordance with
the specification made. Proxies submitted with abstentions and broker non-votes
will be included in determining whether or not a quorum is present. Abstentions
and broker non-votes will not be counted in tabulating the number of votes cast
on proposals presented to shareholders. This proxy statement and accompanying
proxy will be mailed to holders of common stock on or about March 30, 2000.
VOTING SECURITIES AND RECORD DATE
Shareholders of record at the close of business on March 8, 2000, are
entitled to notice of and to vote at the Annual Meeting. As of that date,
4,431,276 shares of common stock were outstanding and entitled to be voted.
Treasury shares are not included in the total. Record holders are entitled to
one vote for each share held on all matters to be voted upon at the Annual
Meeting and have cumulative voting rights for the election of directors.
If a shareholder is a participant in the Company's Dividend Reinvestment
and Stock Purchase Plan, the proxy card represents the number of shares in the
participant's dividend reinvestment account on the record date, as well as
shares registered in the participant's name. Employees holding Company stock in
the Employee Savings Plan, the Employee Savings and Protection Plan, the
Employee Stock Purchase Plan, and/or as restricted shares under the Company's
Long-Term Incentive Plans will receive separate proxy cards and their votes will
be cast by the Trustee or Administrator of said plans, in accordance with the
instructions on the returned proxy cards.
Except as set forth below, the Company does not know of any holder who has
or shares voting or investment power over more than 5% of the Company's common
stock.
<TABLE>
<CAPTION>
SHARES PERCENT OF
BENEFICIALLY COMMON STOCK
NAME AND ADDRESS OWNED OUTSTANDING
---------------- ------------ ------------
<S> <C> <C>
Wellington Management Company, LLP
75 State Street
Boston, MA 02109 3,691,900(1) 11.18%
The Prudential Insurance Company of America
751 Broad Street
Newark, NJ 07102-3777 1,984,500(2) 6.01%
Capital Research and Management Company
333 South Hope Street
Los Angeles, CA 90071 1,697,500(3) 5.1%
</TABLE>
- -------------------------------
(1) This information is based on a Schedule 13G for the year ended December 31,
1999, filed with the Securities and Exchange Commission, reporting that
Wellington Management Company, LLP has shared voting power over 607,500
shares, shared dispositive power over 3,691,900 shares and has sole voting
and dispositive power over 0 shares.
(2) This information is based on a Schedule 13G for the year ended December 31,
1999, filed with the Securities and Exchange Commission, reporting that The
Prudential Insurance Company of America has sole voting and dispositive
power over 400 shares and shared voting and dispositive power over 1,984,100
shares.
1
<PAGE> 4
(3) This information is based on a Schedule 13G for the year ended December 31,
1999, filed with the Securities and Exchange Commission, reporting that
Capital Research and Management Company has sole voting or shared voting
power over 0 shares and sole dispositive power over 1,697,500 shares.
As of January 31, 2000, all nominees, directors and officers as a group
beneficially owned 514,229 shares representing approximately 1.4% of the
Company's outstanding common stock. No nominee, director or named executive
officer owned more than 1% of such shares. In computing the percentage ownership
for each individual and all nominees, directors and officers as a group, the
shares subject to acquisition within 60 days after January 31, 2000, by the
particular individual and group are deemed outstanding.
ITEM NO. 1
ELECTION OF DIRECTORS
Pursuant to the Company's Articles, the Board of Directors is divided into
three classes and the term of one class expires each year. The terms of E.
Lawrence Keyes, Jr., Thomas A. McConomy, Guy W. Nichols and Malcolm M. Prine as
Directors expire at the Annual Meeting. Guy W. Nichols has reached the mandatory
retirement age and therefore is not eligible to stand for re-election. With Guy
W. Nichols' retirement, the Board of Directors has chosen to reduce the number
of directors from 11 to 10. At the Annual Meeting, three nominees, E. Lawrence
Keyes, Jr., Thomas A. McConomy and Malcolm M. Prine, will stand for election.
All nominees were previously elected by the shareholders.
To be eligible for election as directors, persons nominated other than by
the Board of Directors must be nominated in accordance with the procedures set
forth in the By-Laws.
Record holders of common stock have cumulative voting rights with respect
to the election of directors. Cumulative voting entitles each record shareholder
to as many votes as shall equal the number of whole shares held by such
shareholder multiplied by the number of directors to be elected, and each such
shareholder may cast all of such votes for a single nominee or may distribute
them among any two or more nominees as such shareholder sees fit. The nominees
receiving the highest number of votes are elected.
Unless authority to do so is withheld by the shareholder, it is intended
that the proxies solicited by the Board of Directors will be voted for the
nominees named. Unless otherwise indicated on the proxy by the shareholder, the
votes represented by any proxy may be cumulated and voted at the discretion of
the persons named as proxies in favor of any one or more of the nominees. The
effect of cumulation and voting in accordance with this discretionary authority
may be to offset the effect of a shareholder's having withheld authority to vote
for individual nominees because the persons named as proxies will be able to
allocate the votes of shareholders who have not withheld authority to vote in
any manner they determine among the nominees. If any of the nominees becomes
unavailable for election for any reason, the persons named as proxies in the
accompanying proxy intend to vote for such substitute nominees as the Board may
propose, unless the Board adopts a resolution reducing the number of directors.
The information set forth below is given as of January 31, 2000. Each
nominee for election at this meeting and each director continuing in office has
had the same principal occupation during the past five years unless otherwise
indicated. Each individual has sole voting power and sole investment power with
respect to the shares shown, except as indicated in the footnotes below.
2
<PAGE> 5
CLASS I NOMINEES FOR ELECTION AS DIRECTORS
WITH TERMS EXPIRING IN 2003
E. Lawrence Keyes Photo
E. LAWRENCE KEYES, JR. AGE 70 DIRECTOR SINCE MAY 1988
Partner, The Fortune Group, LLC (management consulting and investment banking
firm) since January 1987.
Chairman of the Compensation Committee.
Shares owned: 2,200
Thomas A. McConomy Photo
THOMAS A. MCCONOMY AGE 66 DIRECTOR SINCE MAY 1991
Director, Calgon Carbon Corporation (manufacturer and marketer of activated
carbon and related products and services) since April 1985; Chairman of the
Board, Calgon Carbon Corporation, April 1985 through April 1999; Interim
President and Chief Executive Officer, Calgon Carbon Corporation, February, 1998
through April, 1999; President and Chief Executive Officer, Calgon Carbon
Corporation, April 1985 through June 1994.
Chairman of the Corporate Governance Committee and a member of the Compensation
Committee.
Shares owned: 2,200 (a)
Malcolm M. Prine Photo
MALCOLM M. PRINE AGE 71 DIRECTOR SINCE MAY 1982
Chairman of the Board, Core Materials Corp. (manufacturer of plastics moulding)
since January 1997; President, Malcar, Inc. (housing business) since January
1990; Chairman and Chief Executive Officer, Bundy Industries, Inc. December 1989
through August 1995.
Chairman of the Audit Committee and a member of the Corporate Governance and
Executive Committees.
Shares owned: 2,896
3
<PAGE> 6
CLASS II DIRECTORS WITH TERMS EXPIRING IN 2001
Paul Christiano Photo
PAUL CHRISTIANO, PH. D. AGE 57 DIRECTOR SINCE MAY 1996
Provost, Carnegie Mellon University (private co-educational research university)
since July 1991.
Member of the Audit and Corporate Governance Committees.
Shares Owned: 750
Murry S. Gerber Photo
MURRY S. GERBER AGE 47 DIRECTOR SINCE MAY 1998
President and Chief Executive Officer of the Company since June 1998; Chief
Executive Officer, Coral Energy, L.P. (energy marketing and services), November
1995 through May 1998; Treasurer, Shell Oil Company, October 1994 through
October 1996. Also a director of BlackRock, Inc. since February 2000.
Member of the Executive Committee.
Shares owned: 181,724 (a) (b) (c) (d)
Donald I. Moritz Photo
DONALD I. MORITZ AGE 72 DIRECTOR SINCE JUNE 1972
Retired Chairman and Chief Executive Officer of the Company; Interim President
and Chief Executive Officer of the Company, July 1997 through May 1998; Chairman
and Chief Executive Officer of the Company, December 1993 until retirement in
December 1994.
Member of the Executive Committee and Corporate Governance Committees.
Shares owned: 88,792 (a) (e)
J. Michael Talbert Photo
J. MICHAEL TALBERT AGE 53 DIRECTOR SINCE MAY 1995
President and Chief Executive Officer and Director of Transocean Sedco Forex
Inc., (an owner and operator of mobile offshore drilling rigs) since December
1999; Chairman and Chief Executive Officer, Transocean Offshore, Inc. (a
predecessor of Transocean Sedco Forex Inc.), September 1994 through December
1999.
Member of the Compensation, Corporate Governance and Executive Committees.
Shares owned: 1,500
4
<PAGE> 7
CLASS III DIRECTORS WITH TERMS EXPIRING IN 2002
Phyllis A. Domm Photo
PHYLLIS A. DOMM, ED. D. AGE 53 DIRECTOR SINCE MAY 1996
Vice President -- Human Resources, MedStar Health (health care services) since
March 1998; President, Management and Marketing Solutions, Inc. (marketing,
public relations and human resources consulting), July 1997 through February
1998; Senior Vice President -- Health Care Services, Intracoastal Health
Systems, Inc., April 1995 through June 1997; Vice President -- Human Resources,
Inova Health System, October 1992 through March 1995.
Member of the Audit and Compensation Committees.
Shares Owned: 1,471
James E. Rohr Photo
JAMES E. ROHR AGE 51 DIRECTOR SINCE MAY 1996
President and Chief Operating Officer of PNC Financial Services Group, Inc.
(financial services) since April 1998; President of PNC Bank Corp., January 1992
through March 1998; President and Chief Operating Officer, PNC Bank, N.A. since
April 1988. Also a director of Allegheny Technologies, Inc., Water Pik
Technologies, Inc. and PNC Financial Services Group, Inc. (f)
Chairman of the Executive Committee and a member of the Compensation Committee.
Shares Owned: 8,500
David S. Shapira Photo
DAVID S. SHAPIRA AGE 58 DIRECTOR SINCE MAY 1987
Chairman and Chief Executive Officer, Giant Eagle, Inc. (retail grocery store
chain) since February 1994; Chairman of the Board, Phar-Mor, Inc. (retail chain
of general merchandise and variety stores), February 1993 to September 1995.
Also a director of Mellon Bank Corporation.
Member of the Audit and Executive Committees.
Shares owned: 2,575 (g)
5
<PAGE> 8
ALL NOMINEES, DIRECTORS AND OFFICERS (INCLUDING THOSE NAMED ABOVE) 514,229
SHARES (A)(B)(C)(D)(E)(G)
(a) Includes shares held jointly with spouse as to which voting power and
investment power are shared.
(b) Includes shares allocated under the Company's Employee Savings Plan: Mr.
Gerber, 1,128 shares; all officers, 7,451 shares.
(c) Includes shares allocated under the Company's Employee Stock Purchase Plan:
Mr. Gerber, 2,693 shares; all officers, 7,727 shares.
(d) Includes 5,000 stock awards which vest on May 4, 2000.
(e) Does not include 1,350 shares owned by Mr. Moritz's wife as to which he
disclaims beneficial ownership.
(f) Effective March 15, 2000 PNC Bank Corp. changed its name to PNC Financial
Services Group, Inc. It has been announced that Mr. Rohr will replace the
retiring Thomas O'Brien as Chief Executive Officer of PNC Financial Services
Group, Inc. on May 1, 2000 and as Chairman of the Board of Directors on May
1, 2001.
(g) Shares are held in a trust of which Mr. Shapira is a co-trustee and has a
beneficial interest and shares voting and investment power.
6
<PAGE> 9
BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors held seven regular meetings and one special meeting
during 1999. The standing committees of the Board are the Audit, Compensation,
Corporate Governance and Executive Committees. During 1999, attendance of the
directors at Board and Committee meetings averaged 94%.
The AUDIT COMMITTEE consists of five non-employee directors. It reviews the
annual financial statements of the Company, examines and considers the scope and
adequacy of audits performed by the independent auditors and the Company's
internal auditing function, as well as other financial affairs of the Company;
recommends to the Board of Directors an independent auditing firm to audit the
Company's financial statements; reviews the adequacy of internal controls and
management's implementation of recommendations made by the independent auditors
and by the auditors performing the internal audit function; and approves fees
charged by the independent auditors. It also reviews environmental matters,
audits and compliance programs and monitors the overall environmental strategy
of the Company. The Committee held four meetings in 1999.
The COMPENSATION COMMITTEE consists of five non-employee directors. It
reviews the base salaries of all executive officers and makes recommendations to
the Board of Directors for its approval. It also administers the Short-Term
Incentive Compensation Plan, the Long-Term Incentive Plan and the Non-Employee
Directors' Stock Incentive Plan. It addresses and approves any other
compensation and benefits issues which apply to the officers of the Company. The
Committee held nine meetings in 1999.
The CORPORATE GOVERNANCE COMMITTEE consists of five non-employee directors.
The Committee is responsible for recommending to the Board of Directors persons
to be nominated for election as directors of the Company and monitoring and
recommending enhancements to the Company's corporate governance framework,
particularly with respect to the structure, processes, and proceedings of the
Board of Directors. In performing the nominating function, the Committee
attempts to locate candidates for Board membership who have attained a prominent
position in their field of endeavor and whose backgrounds indicate that they
have broad knowledge and experience and the ability to exercise sound business
judgment. The Committee will consider nominees recommended by shareholders. Any
such recommendation, together with the nominee's qualifications and consent to
be considered as a nominee, should be sent to the Corporate Secretary. The
Committee is also responsible for recommending the level of compensation and
other fringe benefits for the Directors. The Committee is also charged with
establishing goals for the Chief Executive Officer and for evaluating
performance against those goals. The Committee held four meetings in 1999.
The EXECUTIVE COMMITTEE consists of five non-employee directors and Murry
S. Gerber, President and Chief Executive Officer. The Committee has the
authority to act in all matters that the full Board may act upon when the Board
is not in session, unless limited by a resolution of the Board and except to the
extent limited by law. The Committee held four meetings in 1999.
DIRECTORS' COMPENSATION AND RETIREMENT PROGRAM
Directors of the Company receive (i) an annual retainer of $24,000 payable
quarterly; (ii) a fee of $1,000 for each Board meeting attended; (iii) a fee of
$1,000 for each Committee meeting attended; (iv) a fee of $500 for telephonic
participation in a meeting; (v) a stock option award; and (vi) life and travel
accident insurance. Under a deferred compensation plan for non-employee
directors, meeting fees may be deferred until termination of services as a
director or such earlier time as the director may elect.
In May of 1999, the total compensation received by directors was reviewed
by an external compensation consultant. The retainer and meeting fees were found
to be competitive. The stock ownership opportunities were found to be below
market. To make the total compensation mix received by the directors more
competitive, the directors approved a curtailment of the prior retirement
benefit
7
<PAGE> 10
plan and provided for increased stock option awards each year. The curtailment
of the retirement plan provided for a conversion of the directors' accrued
benefit to stock-based units which are valued using Equitable's stock price.
Dividend values are also applied. The total number of stock-based units created
in the conversion was 38,740 at a value of approximately $1,200,000. The
stock-based units are available to the directors in cash once they retire from
the board, but are forfeited if they die in office or retire with less than five
(5) years of service.
In May of 1999, the shareholders approved the 1999 Non-Employee Directors'
Stock Incentive Plan. Under the new plan, directors may receive stock option
awards each year. On May 26, 1999, each director received an award of 4,500
stock options at the market price on the date of grant which was $30.63. These
options vest after twelve (12) months and have a ten year exercise term. The
number of options awarded in future years will be based on competitive practices
as determined by a nationally recognized external consultant. Under the previous
1994 Non-Employee Directors' Stock Incentive Plan, no options could be granted
after June 2, 1998.
In recognition of services rendered by non-employee directors (excluding
directors who were former employees) and in furtherance of the Company's
community objectives, the Company uses a life insurance program to fund
contributions to qualified organizations upon the death of a director. Where
possible, policies are written on two directors' lives, with $500,000 payable at
each death. The program restricts bequests to civic, charitable and educational
organizations with emphasis on those in the Company's operating/service areas.
This benefit was discontinued on May 25, 1999 for directors joining the board
after that date.
The Company also provides non-employee directors with $20,000 of life
insurance, $20,000 of accidental death and dismemberment insurance and $100,000
of travel accident insurance while traveling on Company business.
8
<PAGE> 11
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers and any persons who own more than ten percent
of the Company's common stock to file with the Securities and Exchange
Commission and the New York Stock Exchange various reports as to ownership of
such common stock. Such persons are required by Securities and Exchange
Commission regulations to furnish the Company with copies of all Section 16(a)
forms they file.
Based solely on information provided to the Company by individual officers
and directors, the Company believes that during 1999 its officers and directors
have timely complied with all filing requirements applicable to them.
EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation of
the Company's chief executive officer and each of the other four most highly
compensated executive officers of the Company at the end of the last completed
fiscal year, as well as the compensation of John C. Gongas, Jr. who retired from
the Company in December 1999 but otherwise would have been one of the four most
highly compensated executive officers.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION LONG-TERM COMPENSATION
- ---------------------------------------------------------------------------------------------------------------------
AWARDS
- ---------------------------------------------------------------------------------------------------------------------
OTHER RESTRICTED SECURITIES
ANNUAL STOCK UNDERLYING ALL OTHER
SALARY BONUS COMPENSATION AWARD(S) OPTIONS/SARS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($)(1) ($) ($)(2) # ($)(3)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
MURRY S. GERBER 1999 500,000 900,000 0 1,835,625 150,000/0 44,714
Director, President and 1998 291,681 300,000 0 436,785 210,000/0 20,417
Chief Executive Officer 1997
- ---------------------------------------------------------------------------------------------------------------------
GEORGE P. SAKELLARIS (5) 1999 270,000 163,000 0 0 50,000/0 15,839
Senior Vice President 1998 258,305 72,546 0 0 34,000/0 16,908
1997 122,962
- ---------------------------------------------------------------------------------------------------------------------
DAVID L. PORGES (6) 1999 270,000 457,000 0 967,875 80,000/0 24,240
Senior Vice President and 1998 135,000 175,000 0 291,250 94,000/0 5,400
Chief Financial Officer 1997
- ---------------------------------------------------------------------------------------------------------------------
JOHN C. GONGAS, JR. 1999 213,900 75,000 0 0 0/0 424,202(4)
Senior Vice President 1998 252,125 0 0 0 34,000/0 19,766
1997 220,810 160,000 0 170,340 0/0 27,117
- ---------------------------------------------------------------------------------------------------------------------
GREGORY R. SPENCER 1999 205,000 243,000 0 367,125 50,000/0 17,580
Senior Vice President and 1998 193,791 0 0 0 20,000/0 14,040
Chief Administrative 1997 172,894 110,000 0 133,579 0/0 18,585
Officer
- ---------------------------------------------------------------------------------------------------------------------
JOHANNA G. O'LOUGHLIN 1999 190,000 230,000 0 0 20,000/0 16,858
Vice President, General 1998 176,127 0 0 0 23,000/0 12,220
Counsel and Secretary 1997 153,444 60,000 0 132,762 8,000/0 18,893
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
- -------------------------------
(1) By Company policy officers are required to defer twenty percent (20%) of
their bonus into the Equitable Resources, Inc. Employee Deferred
Compensation Plan (the "Deferred Compensation Plan"). The required deferral
is invested in Equitable Resources stock which vests in equal increments in
January 2001 and January 2002. In addition to the mandatory twenty percent
(20%) deferral, Mr. Gerber has elected to defer an additional $489,210 and
Mr. Porges has elected to defer his entire bonus into the Deferred
Compensation Plan. These additional deferrals and the 25% Company match
applicable to them are also invested in Equitable Resources stock.
9
<PAGE> 12
(2) A restricted stock award for 55,000 shares of the Company's common stock was
granted to Mr. Gerber on May 25, 1999. The stock award vests after three (3)
years. The value of this award at December 31, 1999 was $1,835,625. A
restricted stock award for 29,000 shares of the Company's common stock was
granted to Mr. Porges on May 25, 1999. The stock award vests after three (3)
years. The value of this award at December 31, 1999 was $967,875. A
restricted stock award for 11,000 shares of the Company's common stock was
granted to Mr. Spencer on May 25, 1999. The stock award vests after three
(3) years. The value of this award at December 31, 1999 was $367,125.
(3) Includes the term insurance benefit for split-dollar life insurance
policies, matching contributions and other Company contributions to the
Employee Savings Plan and the Company's contribution to the Deferred
Compensation Plan, as follows:
<TABLE>
<CAPTION>
TERM SAVINGS PLAN DEFERRED
INSURANCE CONTRIBUTION COMPENSATION PLAN
--------- ------------ -----------------
<S> <C> <C> <C>
Murry S. Gerber $ 0 $11,600 $33,114
George P. Sakellaris 0 4,000 11,839
David L. Porges 121 11,600 12,519
John C. Gongas, Jr. 45 12,933 6,224
Gregory R. Spencer 26 14,600 2,954
Johanna G. O'Loughlin 0 13,350 3,508
</TABLE>
(4) John C. Gongas, Jr. retired from the Company effective December 1, 1999. His
employment agreement with the Company provided for a lump sum payment of
$135,000 and twelve (12) payments totaling $270,000 throughout the year
2000. The employment agreement provides non-competition provisions through
November 30, 2000.
(5) George P. Sakellaris resigned as an officer of the Company on January 19,
2000.
(6) David L. Porges was promoted to Executive Vice President and Chief Financial
Officer on February 1, 2000.
OPTIONS/SAR GRANTS IN 1999
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------- POTENTIAL REALIZABLE
% OF TOTAL VALUE AT ASSUMED
OPTIONS/SARS ANNUAL RATES OF STOCK
OPTIONS/ GRANTED TO EXERCISE OR PRICE APPRECIATION FOR
SARS EMPLOYEES BASE PRICE EXPIRATION THE OPTION TERM(3)
NAME GRANTED(1) IN 1999 PER SHARE DATE(2) 5% 10%
---- ---------- ------- --------- ------- -- ---
<S> <C> <C> <C> <C> <C> <C>
Murry S. Gerber 75,000 7.14 $30.1563 2009 $1,410,926 $3,586,356
Murry S. Gerber 75,000 7.14 30.0625 2009 1,417,961 3,593,391
David L. Porges 40,000 3.81 30.1563 2009 752,494 1,912,723
David L. Porges 40,000 3.81 30.0625 2009 756,246 1,916,475
George P. Sakellaris 25,000(4) 2.38 30.1563 2009 35,233 72,811
George P. Sakellaris 25,000(4) 2.38 30.0625 2009 37,578 75,156
Gregory R. Spencer 25,000 2.38 30.1563 2009 470,309 1,195,452
Gregory R. Spencer 25,000 2.38 30.0625 2009 472,654 1,197,797
Johanna G. O'Loughlin 10,000 0.95 30.1563 2009 188,123 478,181
Johanna G. O'Loughlin 10,000 0.95 30.0625 2009 189,061 479,119
</TABLE>
10
<PAGE> 13
- -------------------------------
(1) There were no SARs granted.
(2) These options vest equally over a three-year period beginning May 25, 2000,
and have an exercise period of ten years from the award date.
(3) The option values presented were calculated based on the share price as of
the date of grant at assumed 5% and 10% annualized rates of appreciation for
the term of the grant. The actual value, if any, that an optionee may
realize upon exercise will depend on the excess of the market price of the
common stock over the option exercise price on the date the option is
exercised. There is no assurance that the actual value realized by an
optionee upon the exercise of an option will be at or near the value
estimated under the model described above.
(4) All options were forfeited upon Mr. Sakellaris' resignation from the Company
on January 19, 2000.
AGGREGATED OPTION/SAR EXERCISES IN 1999
AND YEAR-END 1999 OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
YEAR END 1999 YEAR-END 1999
SHARES (#) ($)(1)
ACQUIRED ON VALUE --------------- --------------------
EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
---- ----------- -------- ------------- -------------
<S> <C> <C> <C> <C>
Murry S. Gerber 0 0 110,000/250,000 334,150/520,340
George P. Sakellaris 0 0 34,000/50,000(2) 180,710/163,280
David L. Porges 0 0 54,000/120,000 253,810/407,448
Gregory R. Spencer 0 0 20,000/ 50,000 106,300/163,280
John C. Gongas, Jr. 34,000 $244,460 0/0 0
Johanna G. O'Loughlin 0 0 23,000/20,000 122,245/65,312
</TABLE>
- -------------------------------
(1) Calculated by determining the difference between the fair market value of
the underlying shares of common stock and the various applicable exercise
prices of outstanding options at the end of 1999 for the named executive
officers. The last reported sale price of the Company's common stock on the
New York Stock Exchange on December 31, 1999 was $33.375 per share.
(2) Mr. Sakellaris exercised the 34,000 vested options on January 19, 2000 at a
price of $28.06 per share immediately prior to his resignation. The value
realized on the exercise of the 34,000 options was $254,024. The remaining
50,000 options that were not yet vested were forfeited upon Mr. Sakellaris'
resignation.
LONG-TERM INCENTIVE PLANS - AWARDS IN 1999
No new awards were granted in 1999 under the Company's 1998 Breakthrough
Long-Term Incentive Plan.
11
<PAGE> 14
SHAREOWNER RETURN PERFORMANCE PRESENTATION
The following graph compares the five-year cumulative total return on the
Company's common stock with the cumulative total return of the S&P 500 Index,
the Value Line Investment Survey -- Natural Gas (Diversified) Industry Group and
a self-constructed peer group consisting of companies whose principle businesses
are gas exploration and production and natural gas distribution. The graph
assumes a $100 investment made on December 31, 1994 and the reinvestment of all
dividends.
<TABLE>
<CAPTION>
EQUITABLE VALUE LINE PEER
RESOURCES, INC. NEW PEER GROUP GROUP S & P 500
--------------- -------------- --------------- ---------
<S> <C> <C> <C> <C>
'1994' 100.00 100.00 100.00 100.00
'1995' 120.05 141.13 135.44 137.58
'1996' 119.02 185.89 172.50 169.17
'1997' 147.09 239.09 194.94 225.61
'1998' 126.20 211.14 193.36 290.09
'1999' 150.20 204.41 243.03 351.13
</TABLE>
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C>
Equitable Resources, Inc. 100.00 120.05 119.02 147.09 126.20 150.20
New Peer Group(1) 100.00 141.13 185.89 239.09 211.14 204.41
Value Line Peer Group(1 ) 100.00 135.44 172.50 194.94 193.36 243.03
S&P 500 100.00 137.58 169.17 225.61 290.09 351.13
</TABLE>
- -------------------------------
(1) In future years, the Company shall use a new self-constructed peer group
consisting of Columbia Energy Group, Energen, Keyspan, KNEnergy, MCN,
National Fuel Gas, Oneok, Questar and Southwestern Energy rather than the
Value Line Peer Group consisting of Cabot Oil & Gas, Coastal Corp, Columbia
Energy Group, Consolidated Natural Gas, Devon Energy Corp, Dynegy, Eastern
Enterprises, El Paso Energy Corp, Enron Corp, Kinder Morgan, Mitchell Energy
& Dev Corp, National Fuel Gas, Ocean Energy, Questar Corp, Southwestern
Energy, Union Pacific Resources Group, Vintage Pete and Williams Companies.
The reason for this change is the belief that the businesses operated by the
self-constructed peer group more closely reflect the businesses engaged in
by the Company.
12
<PAGE> 15
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Compensation for the executive officers of the Company is administered
under the direction of the Compensation Committee of the Board (the "Committee")
which currently consists of five independent directors. There are no
"Compensation Committee Interlocks" or "Insider Participation" which the
Securities and Exchange Commission regulations would require to be disclosed in
this proxy statement. The Committee submits its recommendations for executive
base salary changes to the full Board of Directors. All other components of
executive compensation are acted upon by the Committee and those actions taken
are reported to the Board of Directors. The Committee oversees all compensation
arrangements applicable to the executive officers including base salaries,
benefits, short-term annual incentives, long-term stock based awards and
perquisites.
The following is the Compensation Committee's report, in its role as
overseer of the Company's executive pay programs, on 1999 compensation practices
for the executive officers of the Company.
COMPENSATION POLICIES ATTRIBUTABLE TO EXECUTIVE OFFICERS
Equitable Resources is an integrated energy company, with emphasis on
Appalachian area natural gas production; natural gas transmission, distribution
and storage; and leading-edge energy management services for customers
throughout the United States. The Company also has exploration and production
interests in the Gulf of Mexico and energy management projects in selected
international markets. A major portion of the Company's storage, transportation
and distribution of natural gas is subject to rate regulation by federal and
state authorities. The Company's compensation arrangements are designed to meet
the requirements of each of these business segments in terms of their unique
business and human resource needs and goals, while reinforcing the Company's
ultimate objective of creating value for shareholders.
In order to attract, motivate, and retain talented executives, the
Company's compensation policy considers the skills, talents, and experience
necessary for the successful operation and growth of each major business
segment, as well as the unique risk characteristics of each segment. To support
the Company's financial performance and shareholder value enhancement
objectives, incentive arrangements that focus on achievement of key annual
business objectives and the creation of long-term value are in place for the
Company's executives.
The Compensation Committee adheres to an executive compensation strategy as
the framework for managing the compensation program for executive officers which
includes the following objectives and guidelines:
-- To establish base salaries at approximately the 50th percentile and,
for outstanding performance, potential total cash compensation at the
75th percentile of two comparison groups (peer group and general
industry companies of similar revenue size). Competitive practices are
determined using independent industry surveys provided by compensation
consultants and publicly available compensation information from peer
companies.
-- To link short-term bonus compensation opportunities to the overall
performance of the Company and to the individual contribution of each
executive. Short-term (annual) incentives are funded when
pre-established earnings and operational goals are attained. Awards
are distributed to bonus plan participants based on achievement of
corporate, business segment and individual performance goals
identified annually.
-- To provide long-term award programs that encourage share ownership by
management, reinforce value creation imperatives, align management's
interest with shareholder interests and help assure retention of key
executive contributors.
The Compensation Committee believes that stock ownership by management is a
crucial tool for focusing management on the enhancement of the Company's
shareholder value. Thus, the Committee
13
<PAGE> 16
views stock options and other equity-related arrangements as a key element of
the executive compensation program.
BASE SALARIES
The executive salary structure is based upon studies prepared by
independent compensation consultants, primarily using salary surveys of peer
group companies. This survey data is supplemented by data from the gas utility
and oil/gas exploration and production industries, as well as cross-industry
data. The base salary levels are generally targeted at the 50th percentile of
the combined survey group.
Individual salary increases are based primarily upon individual
performance, taking into account competitive salaries. Factors included in
salary increases are company performance, achievement of strategic and
operational initiatives and personal goals and objectives. General economic
conditions and marketplace compensation trends are also considered. Independent
compensation consultants assist in the evaluation of the marketplace
compensation trends.
In May of 1999, the officers proposed and the Compensation Committee
approved a plan to hold officer salaries at the current level throughout 1999 in
exchange for receiving the value of their salary increases in additional stock
option awards. The next salary review for officers will be in May of 2000.
ANNUAL INCENTIVES
The Company's Short-Term Incentive Compensation Plan (the "Plan") is
structured so that cash bonus payments are made when the Company has met
pre-established Board-approved net income and competitive return on total
capital goals. Once the thresholds have been met, a bonus pool is funded based
on pre-established targets for each participant subject to approval by the
Compensation Committee. Awards are based on market competitive bonus targets,
individual performance and size of the bonus pool. Participants have individual
performance goals established for their position which include financial goals,
strategic initiatives, operational and organizational objectives, human resource
management goals and environmental management goals, as appropriate. An
individual's participation in the bonus pool can be adjusted based on individual
performance up to a maximum of 150% of the participant's pool share and down to
a minimum of 0% (no award payout).
The Committee approved the method of determining the 1999 goals for the
executive officers of the Company, their bonus targets and the 1999 performance
measures for the Company and each business segment. It also set and approved the
funding levels for the Plan. In addition, the Committee approved individual
bonus awards to Company officers and other headquarters personnel.
Mr. Gerber was given a targeted bonus of 60% of his annual base salary.
Messrs. Porges, Sakellaris, Spencer, and Ms. O'Loughlin had annual incentive
targets ranging from 40% to 60% of their base salary.
LONG-TERM INCENTIVES
The Company utilizes stock options and restricted stock to reinforce its
shareholder value creation imperatives, executive retention goals, and to
support management ownership as an effective means of aligning management with
shareholder interests. Stock-based awards have been made on a market competitive
basis. In May of 1999, the shareholders approved the 1999 Equitable Resources
Long-Term Incentive Plan. The Company's authority to grant additional awards
under the 1994 Equitable Resources Long-Term Incentive Plan expired on May 31,
1999.
During 1999, the Committee approved 993,200 new stock option awards to 127
employees. The awards were based on the 50th percentile level of long-term
incentive opportunities for the same peer group of companies previously referred
to for executive officers' compensation. The Committee determined the level of
the stock options awarded using the Black-Scholes option-pricing model.
14
<PAGE> 17
The options awarded have a three-year graduated vesting period and a
ten-year exercise term. The option price was the fair market value(s) on the
date the options were granted. Historically, stock option grants have been the
primary means of providing long-term incentive compensation to executives.
EXECUTIVE RETENTION STOCK GRANTS
Under the 1994 Long-Term Incentive Plan, the committee awarded 128,000
stock grants to fourteen (14) employees. These stock grants vest after three
years. Unvested awards are forfeited if an employee voluntarily resigns or is
terminated for cause.
STOCK OWNERSHIP GUIDELINES
To promote stock ownership by management, in 1998 the Committee approved
new personal stock ownership guidelines for executives. These guidelines require
that an executive must retain a minimum of fifty percent (50%) of the net shares
received from the exercise of an option until the executive's total stock
holdings meet a pre-determined value. For Mr. Gerber, the value is four times
base salary. Messrs. Porges, Sakellaris, Spencer, and Ms. O'Loughlin are
required to hold stock valued at three times their annual base salary. Once the
required value has been reached, the executives may sell any shares greater than
the target from stock-based awards and receive cash for the transaction.
BENEFITS BASED ON RETIREMENT OR DEATH UNDER PLANS
Benefits are based on retirement or death under the Employee Savings Plan,
the Deferred Compensation Plan, and the Split-Dollar Life Insurance Program.
Company contributions to these plans for the benefit of the named executives are
shown in the Summary Compensation Table on page 9.
POLICY REGARDING SECTION 162(M) OF THE INTERNAL REVENUE CODE
In 1993, the tax laws were amended to limit the deduction a publicly-held
company is allowed for compensation paid in 1994 and thereafter to the chief
executive officer and to the four most highly compensated executive officers
other than the chief executive officer. Generally, amounts paid in excess of $1
million to a covered executive, other than performance-based compensation,
cannot be deducted. Based on current compensation levels of the executive
officers, this deductibility limit has no impact on the Company. At such time as
the Committee deems it appropriate, it will take the necessary action to insure
that the deductibility of executive compensation is maximized.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
Murry S. Gerber continues to hold the position of President and Chief
Executive Officer. Mr. Gerber received the following compensation in 1999: base
salary of $500,000; cash bonus of $900,000; stock grants and options including
55,000 shares in the form of a grant which vests after a three-year period and
is grossed up for tax purposes; 75,000 stock options at a strike price of $30.07
which vest equally over a three-year period; 75,000 stock options at a strike
price of $30.16 which vest equally over a three-year period and various
perquisites. Mr. Gerber continues to be a participant in the 1998 Breakthrough
Long-Term Incentive Program.
The basis for Mr. Gerber's compensation, including the Committee's goals
and methodology, is discussed earlier in this report. Mr. Gerber's cash bonus
reflects the Corporate Governance Committee's determination that his performance
met or exceeded the objectives established by the Committee for 1999, in
particular the financial goals. Based upon all of the information considered,
the Committee has been advised by its independent compensation consultant that
Mr. Gerber's compensation package is market competitive.
15
<PAGE> 18
The foregoing report has been furnished by the Compensation Committee of
the Board of Directors.
E. Lawrence Keyes, Jr., Chairman
Phyllis A. Domm
Thomas A. McConomy
James E. Rohr
J. Michael Talbert
EMPLOYMENT CONTRACTS AND CHANGE OF CONTROL AGREEMENTS
Murry S. Gerber entered into an agreement with the Company effective May 4,
1998 under which Mr. Gerber assumed the role of President and Chief Executive
Officer on June 1, 1998. This agreement was amended effective December 1, 1999
to provide for more competitive change of control benefits. These benefits are
described below.
David L. Porges, entered into an agreement with the Company effective July
1, 1998 under which Mr. Porges assumed the role of Senior Vice President and
Chief Financial Officer. This agreement was amended effective December 1, 1999
to provide for more competitive change of control benefits. These benefits are
described below.
Gregory R. Spencer and Johanna G. O'Loughlin entered into new agreements
with the Company effective December 1, 1999. These agreements provide for twelve
month non-competition provisions in exchange for twenty-four (24) months of
salary and benefits continuance. New change of control agreements have also been
entered into providing for more competitive benefits in the event of a change of
control. The benefits are described below.
These agreements were developed to ensure that during a change of control
situation, the interests of the shareholders are foremost on the minds of these
key executives. The agreements provide for certain specified benefits if a
change of control occurs followed by an involuntary or constructive termination
of the covered executive within two years after the change event. Messrs.
Gerber, Porges, Spencer and Ms. O'Loughlin will receive 36 months of base
salary, medical, dental, life and disability insurance; retirement plan credits;
three times their highest annual short-term incentive awards during the previous
three (3) years; outplacement assistance and legal fees in the event the
contract is contested. These payments are grossed up for tax purposes. The
executive may elect a lump sum payment or payment of benefits over a specified
period of time.
PENSION PLAN
All executive officers participate in a defined contribution plan pursuant
to which the Company contributes an amount equal to a percentage of each
employee's base salary to an individual investment account for such employee.
ITEM NO. 2
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors, upon recommendation of the Audit Committee, has
reappointed Ernst & Young LLP, certified public accountants, as auditors to
examine the consolidated financial statements of the Company and its
subsidiaries for the calendar year 2000. Ernst & Young LLP, and its predecessor,
have acted as auditors for the Company since 1950. Although shareholder approval
is not required for the appointment of auditors, the Board of Directors believes
shareholders should participate through ratification. If such ratification is
not obtained, the Board will consider the appointment of other auditors for the
following year.
Representatives of Ernst & Young LLP expect to be present at the annual
meeting to respond to appropriate questions and to make a statement if they
desire to do so.
16
<PAGE> 19
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE
APPOINTMENT OF ERNST & YOUNG LLP.
SHAREHOLDER PROPOSALS FOR 2001
Shareholder proposals submitted for inclusion in next year's proxy
materials must be received by the Company no later than November 30, 2000.
Shareholder proposals submitted to be considered at the 2001 Annual Meeting
without inclusion in next year's proxy materials must be received by the Company
not less than 90 days, but not more than 120 days, prior to the date of the
Annual Meeting. If the Company is not notified of a shareholder proposal by that
date, then proxies held by management of the Company may provide the discretion
to vote against such shareholder proposal, even though such proposal is not
discussed in the Proxy Statement. Proposals should be addressed to the Corporate
Secretary, Equitable Resources, Inc., One Oxford Centre, Suite 3300, Pittsburgh,
Pennsylvania 15219.
17
<PAGE> 20
ADDITIONAL INFORMATION
OTHER MATTERS
No matters other than those set forth in the Notice of Meeting accompanying
this proxy statement are expected to be presented to shareholders for action at
the annual meeting. However, should other matters properly come before the
meeting, the persons named in the accompanying proxy will vote in such manner as
they may, in their discretion, determine.
SOLICITATION OF PROXIES
The cost of soliciting proxies will be borne by the Company. In addition to
solicitation by mail or courier, proxies may be solicited by directors, officers
and employees of the Company, personally or by telephone or telegraph. The
Company has also retained ChaseMellon Shareholder Services to solicit proxies,
by mail, in person, or by telephone, at an estimated cost of $3,500. Brokerage
houses and other custodians, nominees and fiduciaries will be requested to
forward soliciting material to the beneficial owners of common stock held of
record by such persons and will be reimbursed by the Company for their expenses.
ANNUAL REPORT AND FORM 10-K
The Annual Report of the Company to shareholders and Form 10-K for the year
ended December 31, 1999 are enclosed with this proxy statement.
By Order of the Board of Directors
/s/ Johanna G. O'Loughlin
JOHANNA G. O'LOUGHLIN
Vice President, General Counsel and
Secretary
March 30, 2000
18
<PAGE> 21
Please mark
your votes as [X]
indicated in
this example
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEM 1 AND ITEM 2.
<TABLE>
<S> <C>
1. Election of Directors Nominees: E. Lawrence Keyes, Jr., Thomas A. McConomy 2. Ratify Appointment of Ernst & Young LLP as Auditors
and Malcolm M. Prine
(INSTRUCTIONS: To withhold authority to vote for
particular nominees, write that nominee's name in the FOR WITHHELD FOR AGAINST ABSTAIN
space provided here.) [ ] [ ] [ ] [ ] [ ]
- -----------------------------------------------------
This proxy when properly executed will be voted in the manner directed herein. If no direction is made, this Proxy will be voted
FOR the election of the nominees in Item 1 above and FOR the election of auditors in Item 2 above. The proxies are authorized, in
accordance with their judgment, to vote upon such other matters as may properly come before the meeting and any adjournments
thereof.
THIS PROXY SHOULD BE SIGNED EXACTLY AS
NAME APPEARS HEREON.
Executors, administrators trustees,
etc., should give full title as such.
If the signer is a corporation, please
sign full corporate name by a duly
authorized officer.
Signature________________________________________ Signature________________________________________ Date _____________________, 2000
</TABLE>
FOLD AND DETACH HERE
The 2000 Annual Meeting of Shareholders of Equitable Resources, Inc. will be
held on Wednesday, May 17, 2000, at 10 a.m., in the Union Trust Building at Two
Mellon Bank Center, 501 Grant Street, Pittsburgh, Pennsylvania.
If you plan to attend the meeting, please complete and return the postage-paid
reservation card directly to the Company. An admission card will then be mailed
to you.
FOLD AND DETACH HERE
EQUITABLE RESOURCES, INC.
RESERVATION
I expect to attend the Annual Meeting of Shareholders.
Please send me an admission card.
NAME OF SHAREHOLDER____________________________________
(Please type or print clearly)
HOME ADDRESS___________________________________________
___________________________________________
CITY, STATE AND ZIP CODE_______________________________
(To be returned only if you plan to attend)
<PAGE> 22
EQUITABLE One Oxford Centre
RESOURCES Suite 3300
Pittsburgh, PA 15219
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
Johanna G. O'Loughlin and Jean F. Marks are hereby appointed as proxies of the
undersigned to vote all shares which the undersigned is entitled to vote at the
Annual Meeting of Shareholders of the Company to be held on Wednesday, May 17,
2000, at 10 a.m., in the Union Trust Building at Two Mellon Bank Center, 501
Grant Street, Pittsburgh, Pennsylvania, and at any adjournment of such meeting.
Where a vote is not specified, the proxies will vote the shares represented by
this Proxy FOR the election of directors and FOR Item 2 and will vote in their
discretion on such other matters that may properly come before the meeting.
A vote FOR the election of nominees listed on the reverse side includes
discretionary authority to cumulate votes selectively among the nominees as to
whom authority to vote had not been withheld and to vote for the substitution if
any nominee becomes unavailable for election for any reason.
This proxy is solicited on behalf of the Board of Directors of the Company and
may be revoked prior to its exercise. The Board of Directors recommends votes
FOR the election of all nominees for director and FOR Item 2.
PLEASE SIGN AND DATE ON THE REVERSE SIDE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
FOLD AND DETACH HERE
BUSINESS REPLY MAIL NO POSTAGE
FIRST-CLASS MAIL PERMIT NO. 7362 PITTSBURGH, PA NECESSARY
IF MAILED
POSTAGE WILL BE PAID BY ADDRESSEE IN THE
UNITED STATES
CORPORATE SECRETARY
EQUITABLE RESOURCES INC
ONE OXFORD CENTRE, SUITE 3300
PITTSBURGH, PA 15219
