Exhibit 99.01
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[X]ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended October 31, 1993
[ ]
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 SAVINGS PLAN
(Full title of the Plan and address of the Plan,
if different from that of the issuer named below)
EQUITABLE RESOURCES, INC.
420 Boulevard of the Allies,
Pittsburgh, Pennsylvania 15219
(Name of issuer of the securities held pursuant to the
plan and the address of principal executive office)
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/ Joseph L. Giebel
Joseph L. Giebel
Member of Administrative
Committee
March 4, 1994
REPORT OF INDEPENDENT AUDITORS
Administrative Committee
Equitable Resources, Inc. Employee Savings Plan
We have audited the accompanying statements of plan equity
of the Equitable Resources, Inc. Employee Savings Plan (the Plan)
as of October 31, 1993 and 1992, and the related statements of
income and changes in plan equity 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 generally
accepted auditing standards. 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 plan equity of the
Equitable Resources, Inc. Employee Savings Plan as of October 31,
1993 and 1992, and the income and changes in plan equity for the
years then ended in conformity with generally accepted accounting
principles.
Our audits were conducted for the purpose of forming an
opinion on the basic financial statements taken as a whole. The
accompanying supplemental schedules of assets held for investment
as of October 31, 1993, and transactions or series of
transactions in excess of 5% of the current value of plan assets
for the year then ended, are presented for purposes of complying
with the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974, and are not a required part of the basic
financial statements. The supplemental schedules have been
subjected to the auditing procedures applied in our audit of the
1993 financial statements and, in our opinion, are fairly stated
in all material respects in relation to the 1993 basic financial
statements taken as a whole.
s/ Ernst & Young
Ernst & Young
Pittsburgh, Pennsylvania
March 4, 1994
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
STATEMENT OF PLAN EQUITY
OCTOBER 31, 1993
Fixed Employer Aggressive Common Life
Income Balanced Stock Stock Stock Bond Insurance Clearing Combined
Fund Fund Fund Fund Fund Fund Fund Account Funds
Investments:
Equitable
Resources, Inc.
Common Stock,
at market $ $ $4,923,135 $ $ $ $ $ $4,923,135
Fixed Income
Fund 3,840,103 3,840,103
Balanced Fund 4,839,462 4,839,462
Aggressive Stock
Fund 1,741,574 1,741,574
Common Stock Fund 1,938,484 1,938,484
Bond Fund 1,913,017 1,913,017
Short-term
investments 22 334,977
334,999
Total
______
investments 3,840,103 4,839,462 4,923,135 1,741,574 1,938,484 1,913,017 22 334,977
19,530,774
___________
Receivables:
Contributions 23,456 9,783 4,994 8,211 12,619 1,452 60,515
Participant
loans 663,931 663,931
Interest 808 14 106 8 10 3 949
Total
receivables 688,195 9,797 5,100 8,219 12,629 1,455 725,395
Transfers due
from (to) funds 68,751 (12,288) 107,979 69,207 72,963 22,137 6,228 (334,977)
Total
assets 4,597,049 4,836,971 5,036,214 1,819,000 2,024,076 1,936,609 6,250 20,256,169
Payables:
Participants 128,132 102,940 64,620 8,950 8,807 42,748 356,197
Others 27 6,250 6,277
Total
payables 128,159 102,940 64,620 8,950 8,807 42,748 6,250 362,474
Plan equity $4,468,890$4,734,031 $4,971,594 $1,810,050 $2,015,269 $1,893,861 $ $ $19,893,695
See accompanying notes.
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
STATEMENT OF PLAN EQUITY
OCTOBER 31, 1992
Fixed Employer Aggressive Common Life
Income Balanced Stock Stock Stock Bond Insurance Clearing Combined
Fund Fund Fund Fund Fund Fund Fund Account Funds
Investments:
Equitable Resources,
Inc. Common Stock,
at market $ $ $3,849,823 $ $ $ $ $ $3,849,823
Fixed Income
Fund 2,818,617 2,818,617
Balanced Fund 4,143,836 4,143,836
Aggressive Stock
Fund 1,158,765 1,158,765
Common Stock Fund 1,163,764 1,163,764
Bond Fund 1,381,015 1,381,015
Short-term
investments 13,681 194,380 208,061
Total
______
investments 2,818,617 4,143,836 3,849,823 1,158,765 1,163,764 1,381,015 13,681 194,380 14,723,881
___________
Receivables:
Participant
loans 518,042 518,042
Interest 488 15 3 12 18 26 562
Total
receivables 518,530 15 3 12 18 26 518,604
Transfers due from
(to) funds (104,503) (128,892) 253,381 (23,524) 82,147 117,174 (1,403) (194,380)
Total
assets 3,232,644 4,014,944 4,103,219 1,135,244 1,245,923 1,498,207 12,304 15,242,485
Payables:
Participants 59,476 55,023 171,120 5,335 12,991 303,945
Others 12,304 12,304
Total
payables 59,476
55,023 171,120 5,335 12,991 12,304 316,249
Plan equity $3,173,168 $3,959,921 $3,932,099 $1,129,909 $1,232,932 $1,498,207 $ $ $14,926,236
See accompanying notes.
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
YEAR ENDED OCTOBER 31, 1993
Fixed Employer Aggressive Common Life
Income Balanced Stock Stock Stock Bond Insurance Combined
Fund Fund Fund Fund Fund Fund Fund Funds
Additions to plan equity
attributed to:
Investment income:
Interest and dividends $ 2,261 $1,680 $132,137 $872 $1,064 $480 $ $138,494
Interest on participant
loans 52,557 52,557
Total investment
income 54,818 1,680 132,137 872 1,064 480 191,051
Gain realized on sale or
distribution of Equitable
Resources, Inc. Common Stock 130,345 130,345
Unrealized appreciation of
investment in Equitable
Resources, Inc. Common Stock 732,815 732,815
Unrealized appreciation
in value of investment 241,751 713,069 376,015 412,637 181,411 1,924,883
Contributions 493,957 612,647 339,519 319,420 358,549 196,744 36,238 2,357,074
Participant rollovers 200,102
62,170 11,344 43,550 37,040 14,586 368,792
Total additions 990,628 1,389,566 1,346,160 739,857 809,290 393,221 36,238 5,704,960
Deductions from plan
equity atributed to:
Withdrawals by
participants 239,795 127,477 179,058 13,035 14,068 42,779 616,212
Purchase of life
insurance 36,238 36,238
Expenses 10,798 36,341 11 11,624 12,387 13,890 85,051
Total deductions 250,593 163,818 179,069 24,659 26,455 56,669 36,238 737,501
Transfers from
(to) funds 555,687 (451,638) (127,596) (35,057) (498) 59,102
Net increase
in plan equity 1,295,722 774,110 1,039,495 680,141 782,337 395,654 4,967,459
Plan equity:
At beginning of year 3,173,168 3,959,921 3,932,099 1,129,909 1,232,932 1,498,207 14,926,236
At end of year $4,468,890$4,734,031 $4,971,594 $1,810,050 $2,015,269 $1,893,861 $ $19,893,695
See accompanying notes.
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
YEAR ENDED OCTOBER 31, 1992
Fixed Employer Aggressive Common Life
Income Balanced Stock Stock Stock Bond Insurance Combined
Fund Fund Fund Fund Fund Fund Fund Funds
Additions to plan
equity attributed to:
Investment income:
Interest and dividends $3,172 $2,070 $125,959 $864 $1,034 $454 $317 $133,870
Interest on
participant loans 40,098 40,098
Total investment income 43,270 2,070 125,959 864 1,034 454 317 173,968
Gain realized on sale or
distribution of Equitable
Resources, Inc. Common Stock 196,116 196,116
Unrealized appreciation of
investment in Equitable
Resources, Inc. Common Stock 447,506 447,506
Unrealized appreciation
(depreciation) in
value of investment 314,175 160,179 (115,614) (56,034) 99,916 402,622
Contributions 418,696 542,020 219,290 239,396 234,422 103,844 51,898 1,809,566
Participant rollovers 25,314 25,904 12,632 4,680 14,532 3 83,065
Total additions 801,455 730,173 1,001,503 129,326 193,954 204,217 52,215 3,112,843
Deductions from plan
equity atributed to:
Withdrawals by participants 734,199 305,879 481,616 7,638 5,329 50,850 1,585,511
Purchase of life insurance 41,341 41,341
Expenses 13,693 33,005 7,522 7,512 7,449 69,181
Total deductions 747,892 338,884 481,616 15,160 12,841 58,299 41,341 1,696,033
Transfers from
(to) funds (3,383,582) 552,539 98,379 601,597 790,443 1,352,289 (11,665)
Net increase (decrease)
in plan equity (3,330,019) 943,828 618,266 715,763 971,556 1,498,207 (791) 1,416,810
Plan equity:
At beginning of year 6,503,187 3,016,093 3,313,833 414,146 261,376 791 13,509,426
At end of year $3,173,168 $3,959,921 $3,932,099 $1,129,909 $1,232,932 $1,498,207 $ $14,926,236
See accompanying notes.
1. Description of the Plan
The following description of the Equitable Resources, Inc.
Employee Savings Plan (Plan) provides only general
information. Participants should refer to the Plan agreement
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
who complete a certain service requirement are eligible to
participate. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA).
Contributions
The Companies make contributions to the Plan equal to the
amount by which participants agree to reduce their salaries
(Contract Contributions). These contributions are considered
to be Company (as opposed to employee) contributions to the
Plan. In addition, the Companies may, at their discretion,
contribute an additional amount to the Plan (Discretionary
Contributions). All contributions are allocated to
individual participant accounts.
The Company made a Discretionary Contribution to the Plan for
the Plan year ended October 31, 1993. The amount of the
contribution was $162,173 and was allocated based upon each
participant's contribution during the calendar year 1992 up
to a maximum of six percent. Discretionary Contributions
were invested in the same manner as participant's Contract
Contributions.
As a result of the purchase of Louisiana Intrastate Gas
Corporation (LIG) by Equitable Resources, Inc., employees of
LIG became participants in the Plan in July 1993. As part of
the purchase of LIG, the Company agreed to continue, through
December 1993, discretionary contributions matching
contributions made by LIG employees up to a maximum of six
percent of gross earnings. For the period July 1, 1993 to
October 31, 1993, such discretionary contributions were
$112,225.
Rollover Contributions
Participants are allowed to make rollover contributions
(contributions transferred to the Plan from other qualified
retirement plans), subject to certain requirements.
1. Description of Plan (Continued)
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
Discretionary Contributions, as determined in accordance with
the following schedule:
Years of Continuous Service Vested Interest
Less than five years 0%
Five years or more 100%
Amounts forfeited by participants upon termination will be
used to reduce the amount of future Discretionary
Contributions to the Plan.
Upon retirement, death, total and permanent disability or
termination of the Plan, a participant is entitled to receive
the full value of any Discretionary Contributions, regardless
of years of continuous service.
Withdrawals by Participants
Payments to participants are made in one of two ways: a
single cash payment or distribution of stock (mandatory for
participants who are terminated for a reason other than
retirement, death or disability) or equal periodic payments
over the lesser of:
a) the life expectancy of the participant and beneficiary or
b) twenty (20) years.
Loans to Participants
A participant may borrow money from the Plan in amounts up to
50 percent of the value of the participant's account, plus
the vested portion of Discretionary 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. As of
October 31, 1993 and 1992, collateral for participant loans
amounted to $2,372,188 and $1,767,495, respectively.
1. Description of the Plan (Continued)
Investment of Contributions
Contributions are initially deposited with Pittsburgh
National Bank (Trustee), and are invested in a short-term
fund until allocated. The Plan authorizes the participants
to direct the Trustee to invest their accounts in various
combinations of the investment funds described below:
a) The Fixed Income Fund - comprised of a single type of
fixed income investment where the principal and interest
are fixed. The Company entered into an ongoing contract
with Equitable Life Assurance Society (Equitable Life) to
provide this and other investment vehicles and manage the
respective funds.
b) The Balanced Fund - invests in various types of
securities: primarily common stocks, securities
convertible into common stocks, publicly traded bonds, and
short-term money market investments. The Company's
contract with Equitable Life provides this investment
vehicle and fund management.
c) The Employer Stock Fund - invests in the Common Stock of
the Company. This fund is managed by the Plan trustee.
d) The Aggressive Stock Fund - invests primarily in common
stocks of medium and smaller sized companies and also in
securities not generally defined as growth stocks, but
with unusual value or potential. The Company's contract
with Equitable Life provides this investment vehicle and
fund management.
e) The Common Stock Fund - invests primarily in common stocks
and other equity-type securities. The Company's contract
with Equitable Life provides this investment vehicle and
fund management.
f) The Bond Fund - invests primarily in publicly-traded fixed
income securities, such as bonds, debentures and notes.
The Company's contract with Equitable Life provides this
investment vehicle and fund management.
g) The Life Insurance Fund - comprised solely of life
insurance contracts issued on the lives of participants.
This option is subject to a limitation that no more than
25% of the contributions allocated to a participant may be
allocated to the purchase of insurance. The Company's
contract with Equitable Life provides this investment
vehicle and fund management.
2. Summary of Significant Accounting Policies
Investments
Short-term investments are valued at cost, which approximates
market. The fixed income fund contract is valued at face
value, which approximates market. Other investments are
valued at market.
3. Investments
Investments at October 31, 1993 and 1992 are comprised of:
1993 1992
Fair Fair
Market Original Market Original
Shares Value Cost Shares Value Cost
Equitable Resources,
Inc., Common Stock 124,987 $ 4,923,135 $ 2,667,541 119,681 $ 3,849,823 $ 2,332,777
Fixed Income Fund* - 3,840,103 3,840,103 - 2,818,617 2,818,617
Balanced Fund* - 4,839,462 4,839,462 - 4,143,836 4,143,836
Aggressive Stock Fund* - 1,741,574 1,741,574 - 1,158,765 1,158,765
Common Stock Fund* - 1,938,484 1,938,484 - 1,163,764 1,163,764
Bond Fund* - 1,913,017 1,913,017 - 1,381,015 1,381,015
Short-Term investment - 334,999 334,999 - 208,061 208,061
Total $19,530,774 $17,275,180 $14,723,881 $13,206,835
<F/N>
The interest rate for the Fixed Income Fund was 6.75% for the 1993 fiscal year and 8.00%
for the 1992 fiscal year.
*Securities investments are provided by contract through a pooled investment account; fair
market value is used as original cost.
</F/N>
4. Gain Realized on Sale/Distribution of Stock
During the year ended October 31, 1993, 8,680 shares of
Equitable Resources, Inc. Common Stock with a market value of
$304,717 were sold at an average price of $35.11 per share.
The cost of the shares sold was $175,959 ($20.27 per share)
calculated using the "average cost" method. In addition, 109
shares of Equitable Resources, Inc. Common Stock with a
market value of $3,815 were distributed during the year ended
October 31, 1993. The cost of the shares distributed was
$2,228.
During the year ended October 31, 1992, 18,801 shares of
Equitable Resources, Inc. Common Stock with a market value of
$470,079 were sold at an average price of $25.00 per share.
The cost of the shares sold was $321,882 ($17.12 per share)
calculated using the "average cost" method. In addition,
4,237 shares of Equitable Resources, Inc. Common Stock with a
market value of $128,416 were distributed during the year
ended October 31, 1992. The cost of the shares distributed
was $80,497.
5. 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.
6. Income Tax Status of Plan
The Internal Revenue Service has determined that the Plan is
qualified under Section 401(a) of the Internal Revenue Code
and exempt under Section 501(a) of the Code. Future
amendments will be made to the Plan as necessary so that the
Plan remains qualified and tax exempt under the Code.
7. Federal Income Tax Status - Employee
Contributions by the employer to the Plan (including those
resulting from salary reduction) and all dividends and
interest earned on such contributions are not taxable to the
participant for federal income tax purposes until
distributed.
The tax consequences, to participants, of a distribution from
the Plan are dependent upon the circumstances existing at the
time of distribution. Delinquent and unpaid loans are
considered distributions from the Plan. In general, a
participant is subject to federal income tax on a
distribution in the year received. Special rules applicable
to lump sum distributions may result in deferral of taxation
in whole or in part.
SUPPLEMENTARY INFORMATION
EQUITABLE RESOURCES, INC.
Schedule 1
EMPLOYEE SAVINGS PLAN
ASSETS HELD FOR INVESTMENT
October 31, 1993
Current
Identity of Issue Description of Investment Cost Value
Equitable Resources, Inc.1 124,987 shares common stock $2,667,541 $4,923,135
The Equitable Life Assurance
Society Fixed Income
Contract 6.75% per annum(2) $3,840,103(3) $3,840,103(3)
The Equitable Life Assurance
Society Retirement Investment
Accounts, Pooled Separate
Account No. 10,
"Balanced Account" 56,701 units $4,839,462(3) $4,839,462(3)
The Equitable Life Assurance
Society Retirement Investment
Accounts, Pooled Separate
Account No. 3, "Aggressive
Stock Account" 12,845 units $1,741,574(3) $1,741,574(3)
The Equitable Life Assurance
Society Retirement Investment
Accounts, Pooled Separate
Account No. 4, "Common Stock
Account" 5,552 units $1,938,484(3) $1,938,484(3)
The Equitable Life Assurance
Society Retirement Investment
Accounts, Pooled Separate
Account No 13,
"Bond Account" 44,213 units $1,913,017(3) $1,913,017(3)
____________________
1Party in interest to the Plan.
2Rate in effect for Plan year ended October 31, 1993.
3Fair market value is used as original cost.
EQUITABLE RESOURCES, INC. Schedule 2
EMPLOYEE SAVINGS PLAN
TRANSACTIONS OR SERIES OF TRANSACTIONS IN EXCESS OF 5%
OF THE CURRENT VALUE OF PLAN ASSETS
Year Ended October 31, 1993
Party Description Number Total Number Total Original Net Gain
Involved of Investment of Purchases Of Sales Cost or (Loss)
Purchases Sales Proceeds
Series
Transactions:
* Short-term
investments 250 $6,099,629 139 $5,962,970 $5,962,970 None
* Fixed income
mutual funds 15 $1,136,435 3 $115,451 $115,451 None
<F/N>
* The above transactions were carried out by the Trustee, Pittsburgh National Bank.
</F/N>