March 22, 1996
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Registration Statement on Form S-8 ("Form S-8")
for Equitable Resources, Inc.
Gentlemen:
Equitable Resources, Inc. (the "Company"), hereby transmits the
following:
1. Registration Statement on Form S-8 covering 500,000 shares of the
Company's Common Stock, no par value, together with all exhibits (bearing
signatures in typed form throughout) to register shares issuable under the
Equitable Resources, Inc. Employee Stock Purchase Plan.
2. The registration fee in the amount of $5,000 was calculated pursuant to
Rule 457(h) based on the average of the high and low prices as reported for the
Company's Common Stock in the consolidated reporting system on March 15, 1996.
This amount was transferred this date to the Securities and Exchange
Commission's lockbox (Account No. 910-8739) at Mellon Bank, N.A., Pittsburgh,
Pennsylvania.
If you have any questions or comments concerning this filing or the
matters referred to above, please do not hesitate to contact the undersigned at
(412) 553-5727.
Very truly yours,
/s/ELLIOT GILL
Elliot Gill
Senior Securities Attorney
sc8covltr
As filed with the Securities and Exchange Commission on March 22,
1996
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EQUITABLE RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 25-0464690
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
420 Boulevard of the Allies, Pittsburgh, Pennsylvania 15219
(Address of Principal Executive Office) (Zip Code)
Equitable Resources, Inc.
Employee Stock Purchase Plan
(Full title of the Plan)
A. Mark Abramovic, Vice President and Chief Financial Officer
420 Boulevard of the Allies, Pittsburgh, Pennsylvania 15219
(Name and address of agent for service)
Telephone number, including area code,
of agent for service: (412) 553-5700
CALCULATION OF REGISTRATION FEE
=================-------------------------------------------=============
Title of Amount to Proposed Proposed Amount of
securities be maximum maximum registration
to be registered registered offering price aggregate fee
per share offer-
ing price
=========================================================================
Common Stock
(No Par 500,000 $29.00* $14,500,000 $5,000
Value) shares
=========================================================================
*Estimated solely for the purpose of calculating the registration
fee; computed on the basis of the price at which securities
of the same class were sold on March 15, 1996, pursuant to Rule 457(h).
============================================================================
============================================================================
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed with the Securities and Exchange Commission
are incorporated in this Registration Statement by reference:
(1) The Annual Report on Form 10-K for the year ended December 31, 1994.
(2) Proxy Statement for the Company's Annual Meeting of Shareholders held
May 26, 1995.
(3) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995,
June 30, 1995 and September 30, 1995.
(4) Form 10-Q/A for the quarter ended June 30, 1995.
(5) Description of the Company's Common Stock set forth in the Prospectus
contained in the Company's Registration Statement on Form S-3,
Registration No. 33-49905, filed August 4, 1993, and Pre-Effective
Amendment to said Registration Statement filed August 25, 1993.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date
hereof and prior to the termination of this offering shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
Item 5. LEGAL MATTERS
Certain legal matters in connection with the sale of the shares of Common
Stock offered hereby will be passed upon for the Company by Augustine A. Mazzei,
Jr., Esq., employed by the Company as its Senior Vice President and Chief Legal
Officer. On March 15, 1996, Mr. Mazzei beneficially owned 13,357 shares of the
Company's Common Stock and held options to purchase an additional 68,500 shares
of Common Stock.
EXPERTS
The consolidated financial statements and schedule of the Company
appearing in the Company's Annual Report on Form 10-K for the year ended
December 31, 1994, have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report, given upon the authority of such firm as
experts in accounting and auditing.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 1741 and 1742 of the Pennsylvania Business Corporation Law (the
"PBCL") provide that a business corporation shall have the power to indemnify
any person who was or is a party, or is threatened to be made a party, to any
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that such person is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such proceeding, if such person acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation, and, with respect to any criminal proceeding, had no reasonable
cause to believe his conduct was unlawful. In the case of an action by or in the
right of the corporation, such indemnification is limited to expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
with the defense or settlement of such action, except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person
has been adjudged to be liable to the corporation unless, and only to the extent
that, a court determines upon application that, despite the adjudication of
liability but in view of all the circumstances, such persons is fairly and
reasonably entitled to indemnity for the expenses that the court deems proper.
PBCL Section 1744 provides that, unless ordered by a court, any
indemnification referred to above shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification is
proper in the circumstances because the indemnitee has met the applicable
standard of conduct. Such determination shall be made:
(1) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to the proceeding; or
(2) if such a quorum is not obtainable, or if obtainable and a majority
vote of a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion; or
(3) by the shareholders.
Notwithstanding the above, PBCL Section 1743 provides that to the extent
that a director, officer, employee or agent of a business corporation is
successful on the merits or otherwise in defense of any proceeding referred to
above, or in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection therewith.
PBCL Section 1745 provides that expenses (including attorneys' fees)
incurred by an officer, director, employee or agent of a business corporation in
defending any such proceeding may be paid by the corporation in advance of the
final disposition of the proceeding upon receipt of an undertaking to repay the
amount advanced if it is ultimately determined that the indemnitee is not
entitled to be indemnified by the corporation.
PBCL Section 1746 provides that the indemnification and advancement of
expenses provided by, or granted pursuant to, the foregoing provisions is not
exclusive of any other rights to which a person seeking indemnification may be
entitled under any bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, and that indemnification may be granted under any bylaw,
agreement, vote of shareholders or directors or otherwise by any action taken or
any failure to take any action whether or not the corporation would have the
power to indemnify the person under any other provision of law and whether or
not the indemnified liability arises or arose from any action by or in the right
of the corporation, provided, however, that no indemnification may be made in
any case where the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted willful misconduct
or recklessness.
Article IV of the By-Laws of the Registrant provides that the Directors,
officers, agents and employees of the Registrant shall be indemnified as of
right to the fullest extent now or hereafter not prohibited by law in connection
with any actual or threatened action, suit or proceeding, civil, criminal,
administrative, investigative or other (whether brought by or in the right of
the Registrant or otherwise) arising out of their service to the Registrant or
to another enterprise at the request of the Registrant.
PBCL Section 1747 permits a Pennsylvania business corporation to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation or other enterprise, against any liability asserted against such
person and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify the
person against such liability under the provisions described above.
Article IV of the By-Laws of the Registrant provides that the Registrant
may purchase and maintain insurance to protect itself and any Director, officer,
agent or employee entitled to indemnification under Article IV against any
liability asserted against such person and incurred by such person in respect of
the service of such person to the Registrant whether or not the Registrant would
have the power to indemnify such person against such liability by law or under
the provisions of Article IV.
The Registrant maintains directors' and officers' liability insurance
covering its Directors and officers with respect to liabilities, including
liabilities under the Securities Act of 1933, as amended, which they may incur
in connection with their serving as such. Under this insurance, the Registrant
may receive reimbursement for amounts as to which the Directors and officers are
indemnified by the Registrant under the foregoing By-Law indemnification
provision. Such insurance also provides certain additional coverage for the
Directors and officers against certain liabilities even though such liabilities
may not be covered by the foregoing By-Law indemnification provision.
As permitted by PBCL Section 1713, the Articles and the By-Laws of the
Registrant provide that no Director shall be personally liable for monetary
damages for any action taken, or failure to take any action, unless such
Director's breach of duty or failure to perform constituted self-dealing,
willful misconduct or recklessness. The PBCL states that this exculpation from
liability does not apply to the responsibility or liability of a Director
pursuant to any criminal statute or the liability of a Director for the payment
of taxes pursuant to Federal, state or local law. It may also not apply to
liabilities imposed upon directors by the Federal securities laws. PBCL Section
1715(d) creates a presumption, subject to exceptions, that a Director acted in
the best interests of the corporation. PBCL Section 1712, in defining the
standard of care a Director owes to the corporation, provides that a Director
stands in a fiduciary relation to the corporation and must perform his duties as
a Director or as a member of any committee of the Board in good faith, in a
manner he reasonably believes to be in the best interests of the corporation and
with such care, including reasonable inquiry, skill and diligence, as a person
of ordinary prudence would use under similar circumstances.
In June, 1987, the Registrant entered into a separate Indemnity Agreement
with each of its then Directors and officers. These Indemnity Agreements provide
a contractual right to indemnification against expenses and liabilities (subject
to certain limitations and exceptions) and a contractual right to advancement of
expenses, and contain additional provisions regarding the determination of
entitlement, settlement of proceedings, insurance, rights of contribution, and
other matters.
Item 8. EXHIBITS
Number Description
23.1 Consent of Ernst & Young LLP, independent auditors,
filed herewith.
Item 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on March
21, 1996.
EQUITABLE RESOURCES, INC.
(Registrant)
By FREDERICK H. ABREW
Frederick H. Abrew
President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints FREDERICK H. ABREW, A. MARK ABRAMOVIC and
AUGUSTINE A. MAZZEI, JR., and each of them, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and revocation,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement, and
to file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their or his or her substitute, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on March 21, 1996:
Signature Title
/s/FREDERICK H. ABREW President and Chief Executive Officer
Frederick H. Abrew
/s/A. MARK ABRAMOVIC Vice President and Chief Financial Officer
A. Mark Abramovic
/s/AUGUSTINE A. MAZZEI, JR. Senior Vice President and Chief
Augustine A. Mazzei, Jr. Legal Officer
/s/DAN C. EATON Vice President - Strategic and
Dan C. Eaton Financial Planning
(Chief Accounting Officer)
Director
Merle E. Gilliand
/s/E. LAWRENCE KEYES, JR. Director
E. Lawrence Keyes, Jr.
/s/THOMAS A. MCCONOMY Director
Thomas A. McConomy
/s/MALCOLM M. PRINE Director
Malcolm M. Prine
/s/DAVID S. SHAPIRA Director
David S. Shapira
/s/BARBARA BOYLE SULLIVAN Director
Barbara Boyle Sullivan
/s/J. MICHAEL TALBERT Director
J. Michael Talbert
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) pertaining to the Equitable Resources, Inc.
Employee Stock Purchase Plan and to the incorporation by reference therein of
our report dated February 13, 1995, with respect to the consolidated financial
statements and schedules of Equitable Resources, Inc. included in its Annual
Report (Form 10-K) for the year ended December 31, 1994, filed with the
Securities and Exchange Commission.
/S/Ernst & Young LLP
Pittsburgh, Pennsylvania
March 22, 1996
eg\sc\ex23.1