Exhibit 99.02
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE
PLAN PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
[ ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from October 1, 1995
(Date of Inception) to December 31, 1995
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.
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 STOCK PURCHASE PLAN
(Name of Plan)
By s/ Dan C. Eaton
Dan C. Eaton
Vice President -
Strategic and Financial Planning
March 8, 1996
REPORT OF INDEPENDENT AUDITORS
Administrative Committee
Equitable Resources, Inc. Employee Stock Purchase Plan
We have audited the accompanying statement of net assets available for
plan benefits of the Equitable Resources, Inc. Employee Stock Purchase Plan (the
Plan) as of December 31, 1995, and the related statement of changes in net
assets available for plan benefits for the period October 1, 1995 (Date of
Inception) to December 31, 1995. 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 audit 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 audit provides 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 plan benefits of
the Plan as of December 31, 1995, and the changes in net assets available for
plan benefits for the period October 1, 1995 (Date of Inception) to December 31,
1995, in conformity with generally accepted accounting principles.
s/ Ernst & Young LLP
Ernst & Young LLP
Pittsburgh, Pennsylvania
March 8, 1996
EQUITABLE RESOURCES, INC.
EMPLOYEE STOCK PURCHASE PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31,
1995
Cash $ 15,355
Investment in Equitable Resources, Inc.
Common Stock
(781 shares at Fair Value - Note 2) 24,406
Contribution Receivable - Employer 1,773
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Net Assets Available for Plan Benefits $ 41,534
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SEE ACCOMPANYING NOTES
EQUITABLE RESOURCES, INC.
EMPLOYEE STOCK PURCHASE PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE PERIOD OCTOBER 1, 1995 (DATE OF INCEPTION) TO DECEMBER 31, 1995
Contributions:
Employee $ 36,519
Employer 4,430
Unrealized gain on investments 585
Net increase in net
assets available for plan benefits 41,534
Net assets available for plan benefits:
At beginning of period 0
-------------
At end of period $ 41,534
=============
SEE ACCOMPANYING NOTES.
EQUITABLE RESOURCES, INC.
EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS FOR THE PERIOD
OCTOBER 1, 1995 (DATE OF INCEPTION) TO DECEMBER 31, 1995
1. Description of the Plan
The following description of the Equitable Resources, Inc. Employee
Stock Purchase 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 an employee stock purchase plan implemented on October 1,
1995 by Equitable Resources, Inc. and subsidiaries (the Company or
Companies). The Plan is subject to approval by a majority of the common
stock of the Company present and represented at a special or annual
meeting of shareholders to be held on or before September 30, 1996.
The Plan provides a method whereby employees of the Company may purchase
shares of the Company's common stock at a 10 percent discount through
payroll deductions.All non-represented employees of the Companies are
eligible to participate in the Plan immediately upon employment.
Represented employee eligibility is subject to collective bargaining. At
December 31, 1995, there were 83 active participants in the Plan.
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% of the closing
price of the stock on the second business day after the close of each
monthly period. The initial monthly period of the Plan began on October
1, 1995. 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.
1. Description of the Plan (Continued)
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.
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.
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 their account or receiving a certificate for their holdings until a
future time of sale. 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, 1995 are comprised of:
1995
Fair Original Unrealized
Shares Value Cost Appreciation
Equitable Resources, Inc.,
Common Stock 781 $ 24,406 $ 23,821 $ 585
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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 and
assumptions 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 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.
5. Federal Income Tax Status - Employee
In general, a participant is subject to federal and, in certain
instances, state income taxes on all dividends, in addition to the gains
(losses) realized resulting from the sale of the stock.