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UNITED STATES
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 fiscal year ended December 31, 1999
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 1-3551
EQUITABLE RESOURCES, INC. EMPLOYEE STOCK PURCHASE 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
Pittsburgh, Pennsylvania 15219
-------------------------------------------------
(Name of issuer of the securities held pursuant to the
plan and the address of principal executive office)
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EQUITABLE RESOURCES, INC.
EMPLOYEE STOCK PURCHASE PLAN
TABLE OF CONTENTS
PAGE REFERENCE
REPORT OF INDEPENDENT AUDITORS 1
FINANCIAL STATEMENTS
Statements of Net Assets Available
for Benefits as of December 31, 1999 and 1998 2
Statements of Changes in Net Assets Available
for Benefits for the years ended December 31,
1999, 1998 and 1997 3
Notes to Financial Statements 4 - 6
SIGNATURE 7
EXHIBIT
1. Consent of Independent Auditors 8
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REPORT OF INDEPENDENT AUDITORS
Administrative Committee
Equitable Resources, Inc. Employee Stock Purchase Plan
We have audited the accompanying statements of net assets available for
benefits of the Equitable Resources, Inc. Employee Stock Purchase Plan as of
December 31, 1999 and 1998, and the related statements of changes in net assets
available for benefits for the years ended December 31, 1999, 1998 and 1997.
These financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for benefits of the
Plan as of December 31, 1999 and 1998, and the changes in net assets available
for benefits for the years ended December 31, 1999, 1998 and 1997, in conformity
with accounting principles generally accepted in the United States.
/s/ Ernst & Young LLP
-------------------------------
Ernst & Young LLP
Pittsburgh, Pennsylvania
March 3, 2000
1
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EQUITABLE RESOURCES, INC.
EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
DECEMBER 31,
1999 1998
--------------------------------
<S> <C> <C>
Cash $ - $ 52,396
Investment in Equitable Resources, Inc. common
stock, at fair value(63,798 and 52,376 shares in
1999 and 1998, respectively) 2,129,250 1,525,444
Contribution receivable--employee 40,394 -
Contribution receivable--employer 7,153 4,097
--------------------------------
Net assets available for benefits $2,176,797 $1,581,937
================================
</TABLE>
See accompanying notes.
2
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EQUITABLE RESOURCES, INC.
EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
1999 1998 1997
-----------------------------------------------------------------
<S> <C> <C> <C>
Additions to net assets attributed to:
Contributions:
Employer $ 62,700 $ 69,350 $ 57,462
Employee 548,625 677,833 517,926
Dividend income 69,648 48,265 26,110
Realized gain on sale of investments 44,018 5,006 7,404
Unrealized gain (loss) on investments 192,306 (178,728) 149,793
-----------------------------------------------------------------
Total additions 917,297 621,726 758,695
Deductions to net assets attributed to:
Employee withdrawals 322,437 147,117 63,172
-----------------------------------------------------------------
Total deductions 322,437 147,117 63,172
-----------------------------------------------------------------
Net increase in net assets available
for benefits 594,860 474,609 695,523
Net assets available for benefits:
At beginning of year 1,581,937 1,107,328 411,805
-----------------------------------------------------------------
At end of year $2,176,797 $1,581,937 $1,107,328
=================================================================
</TABLE>
See accompanying notes.
3
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EQUITABLE RESOURCES, INC.
EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
1. Description of the Plan
The following description of the Equitable Resources, Inc. Employee
Stock Purchase Plan (the 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 an employee stock purchase plan implemented on October 1,
1995 by Equitable Resources, Inc. and subsidiaries (the Company or
Companies). Employees of the Company may purchase shares of the
Company's common stock at a 10 percent discount through payroll
deductions. All nonrepresented employees of the Companies are eligible
to participate in the Plan immediately upon employment. Represented
employee eligibility is subject to collective bargaining.
Contributions and Purchase of Stock
Eligible employees can contribute from 1 to 10 percent of their annual
base pay to the Plan on an after-tax basis. No interest will accrue or
be payable with respect to any of the payroll deductions of a
participant in the Plan. Contributions are initially deposited with
Putnam Investments (Trustee) and are used to purchase shares of the
Company's common stock in accordance with the provisions set forth in
the plan agreement.
The price of stock purchased for a participant is 90 percent of the
closing price of the stock on the second business day after the close
of each monthly period. The Plan holds contributions as cash pending
the purchase of shares of the Company's common stock.
The Company contributes the remaining 10 percent of the stock price and
pays fees for the administration of the Plan and any commission charges
associated with the purchase of the stock.
Dividends on Stock
Dividends on stock are automatically used to purchase additional shares
for all participants. Participants may, however, make a written request
to receive a cash distribution of dividend payments.
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EQUITABLE RESOURCES, INC.
EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
1. Description of the Plan (Continued)
Sale of Stock
Participants are required to hold any shares purchased through the Plan
for a minimum of one year. Participants may elect withdrawals, subject
to the holding period restriction, of shares of stock or cash from the
proceeds of sale of shares. Participants are responsible for all costs
associated with the sale of stock from their individual accounts. The
costs of shares sold are calculated using the "first-in, first-out"
cost method.
Termination of Employment
Upon termination of the participant's employment for any reason,
payroll deductions credited to the participant's account(s) which have
not yet been used to purchase stock will be returned to the
participant. The participant has the option of either selling the total
number of shares in his/her account or receiving a certificate for
his/her holdings. Terminated participants are not permitted to
purchase shares through the Plan.
2. Summary of Significant Accounting Policies
Investments
The Equitable Resources, Inc. Common Stock is valued at market price as
quoted on the New York Stock Exchange.
Investments at December 31, 1999, 1998 and 1997 are comprised of
Equitable Resources, Inc. Common Stock:
<TABLE>
<CAPTION>
UNREALIZED
APPRECIATION
SHARES FAIR VALUE ORIGINAL COST (DEPRECIATION)
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1999 63,798 $2,129,250 $1,958,552 $170,698
1998 52,376 1,525,444 1,547,052 (21,608)
1997 30,097 1,064,681 907,561 157,120
<CAPTION>
SHARES PROCEEDS FROM REALIZED
SOLD SALES ORIGINAL COST GAIN
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1999 10,671 $217,449 $173,431 $44,018
1998 5,000 147,117 142,111 5,006
1997 2,005 63,172 55,768 7,404
</TABLE>
5
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EQUITABLE RESOURCES, INC.
EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
2. Summary of Significant Accounting Policies (Continued)
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.
3. Plan Termination
Although it has not expressed any intent to do so, the Company has the
right to terminate or to amend the Plan at any time. Upon dissolution
or liquidation of the Company, or upon a reorganization, merger or
consolidation of which the Company is not the surviving corporation,
participants will be entitled to receive on the last day of the
offering period the cash and/or securities determined to be owed as of
the date of such transaction.
4. Income Tax Status of Plan
It is the intention of the Company to have the Plan qualify under
Section 423 of the Internal Revenue Code (the Code). The provisions of
the Plan have been construed to extend and limit participation in a
manner consistent with the requirements of that section of the Code.
Participating employees are subject to state and federal income tax on
income derived from the Plan.
6
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the members of the Administrative Committee of the Plan have duly caused this
annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
EQUITABLE RESOURCES, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Name of Plan)
By /s/ David L. Porges
-----------------------------------
David L. Porges
Executive Vice President and
Chief Financial Officer
March 3, 2000
7
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EXHIBIT 1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Equitable Resources, Inc. Employee Stock
Purchase Plan of our report dated March 3, 2000, with respect to the financial
statements of the Equitable Resources, Inc. Employee Stock Purchase Plan
included in this Annual Report (Form 11-K) for the year ended December 31, 1999.
/s/ Ernst & Young LLP
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Ernst & Young LLP
Pittsburgh, Pennsylvania
March 3, 2000
8
