EQUITABLE RESOURCES, INC.
Ad Hoc Finance Committee Meeting
Pittsburgh, PA
July 14, 1994
A meeting of the Ad Hoc Finance Committee of the Board of Directors
of Equitable Resources, Inc., was held at Farmington, Pennsylvania, on Thursday,
July 14, 1994, at 7:10 a.m., Eastern Daylight Time.
Committee members present: Messrs. Merle E. Gilliand,
E. Lawrence Keyes, Jr., Malcolm M. Prine, Daniel M. Rooney and Mrs.
Barbara B. Sullivan. Mr. Rooney attended via conference telephone.
Also present: Messrs. Donald I. Moritz, Chairman and Chief
Executive Officer; Frederick H. Abrew, President and Chief Operating
Officer; Robert E. Daley, Vice President and Treasurer; and Ms. Audrey
C. Moeller, Vice President and Corporate Secretary.
Mr. Malcolm M. Prine, Chairman of the Committee, acted as
Chairman of the meeting and Ms. Audrey C. Moeller acted as Secretary of
the meeting.
Mr. Moritz stated that the purpose of the meeting was to adopt
resolutions establishing certain terms and provisions of an additional series of
securities of the Company to be issued from time to time under the Indenture
dated as of April 1, 1983, from Equitable Resources, Inc., to Bankers Trust
Company, as successor Trustee, as amended by the 1991 Supplemental Indenture
dated as of March 15, 1991; and as contemplated by resolutions adopted by the
Board of Directors on March 18, 1994, to authorize the Vice President and
Treasurer of the Company to take certain other action on the Committee's behalf.
A draft of the resolutions was distributed to the Committee members.
Mr. Daley was then asked to review the text of the resolutions. Prior
to reviewing the material, Mr. Daley distributed a report of the issuance of the
Medium-Term Notes, Series B, the principal amount being $100,000,000 issued at
an average interest rate of 6.60 percent at an average maturity of 12.61 years.
He also distributed material showing multiple historic yield curves. Mr. Daley
then distributed a Prospectus dated June 10, 1994 covering the new Notes which
would be issued from time to time and designated Medium-Term Notes, Series C. He
pointed out that the Prospectus and all necessary governmental and regulatory
approvals authorized the issuance of up to $100,000,000 of the Notes but that
management currently is requesting authorization to issue only $50,000,000
within the next six to nine months. He said maturities could range from nine (9)
months to forty (40) years from the date of issue; that the Notes may be
redeemed prior to maturity; shall not be convertible; that the Company has no
obligation to repay the Notes prior to maturity; and that management would be
negotiating with Agents, Morgan Stanley & Co. Incorporated and Lehman Brothers
in fixing the interest rate on each issue of Notes, although the Company has
reserved the right to issue Notes without the par-ticipation of the Agents. Mr.
Daley said the proceeds would be used to retire short-term debt.
After full discussion, on motion duly made and seconded, the
following resolution was unanimously adopted:
RESOLVED, That, in accordance with Section 301 of the Indenture dated
as of April 1, 1983 (the "Original Indenture") from Equitable Resources, Inc.
(the "Company") to Bankers Trust Company, as successor Trustee (the "Trustee"),
as amended by the 1991 Supplemental Indenture dated as of March 15, 1991 (the
Original Indenture as so amended, the "Indenture"), and as authorized by those
certain resolutions of the Board of Directors of the Company dated March 18,
1994, there is hereby established for authentication and delivery by the Trustee
an additional series of Securities of the Company (such series being referred to
herein as the "Notes") to be issued from time to time under the Indenture,
having the following terms and provisions in addition to the terms and
provisions established by the Indenture, and to be in substantially the form
annexed to this Board resolution:
1. Title. The title of the Notes shall be "Medium-Term
Notes, Series C."
2. Principal Amount. The aggregate principal amount of Notes which
may be authenticated and delivered (except for Notes authenticated and delivered
upon registration of transfer of, or in exchange for, or in lieu of, other Notes
pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture) shall initially
be limited to $50,000,000. Notes may be issued at any time or from time to time
in such principal amounts as shall be specified in one or more Addenda hereto
(individually an "Addendum" and collectively Addenda") which may be executed at
any time or from time to time by the Chairman, the President or the Vice
President and Treasurer of the Company. Each Addendum shall be in substantially
the form annexed to this Board resolution and shall be deemed to have been, and
hereby is, adopted by this Committee, and may be certified by the Secretary or
Assistant Secretary of the Company as a part of this Board resolution. For
purposes of each issue of Notes established pursuant to any Addendum, all
references in Sections 304, 305, 306, 906 and 1107 of the Indenture to the
Securities of any "series" shall be deemed to be references solely to the issue
of Notes so established.
3. Maturity. The principal of the Notes shall be payable
on such date as shall be nine (9) months to forty (40) years from the
date of issue, as shall be specified in any applicable Addendum.
4.1 Interest Rate. The Notes shall bear interest at such fixed rate
per annum as shall be specified in any applicable Addendum, in each case until
the principal thereof is paid or made available for payment and (to the extent
that the payment of such interest shall be legally enforceable) at the same rate
per annum on any overdue principal and premium and on any overdue installment of
interest.
4.2 Interest Accrual. Interest on the Notes shall accrue from the
date of the original issue of such Notes or from the most recent Interest
Payment Date (as specified in Section 4.3 below) to which interest has been paid
or duly provided for.
4.3 Interest Payment Dates. Unless otherwise specified in any
applicable Addendum, the Interest Payment Dates on which interest on the Notes
shall be paid or duly provided for shall be semiannually on July 15 and January
15 in each year, commencing on such date as shall be specified in any applicable
Addendum.
4.4 Regular Record Dates. Unless otherwise specified in any
applicable Addendum, the Regular Record Dates for the interest on the Notes so
payable on any Interest Payment Date (as specified in Section 4.3 above) shall
be the July 1 or January 1 (whether or not a Business Day), as the case may be,
preceding such Interest Payment Date.
5. Place of Payment. Principal of, and premium, if any, on, and
interest payable upon maturity or earlier redemption of, the Notes shall be
payable at the office or agency of the Company maintained for that purpose in
the Borough of Manhattan, the City of New York, New York (the "Paying Agent").
Interest on the Notes, other than interest payable at maturity or earlier
redemption, shall be payable by check mailed to the registered address of the
holder of record on the Regular Record Date for such interest payment. Unless
otherwise designated by the Company in a written notice to the Trustee, the
office or agency in the Borough of Manhattan for the above purpose shall be the
Corporate Trust Office of the Trustee. Notwithstanding the foregoing, (a)
interest on any Note held in the name of a nominee of the Depositary (as defined
in Section 13.2 below) shall be payable by wire transfer of immediately
available funds and (b) interest on any Certificated Note (as defined in Section
13.2 below) held by a holder of $10,000,000 or more in aggregate principal
amount of Certificated Notes having the same Interest Payment Dates shall be
entitled to receive payments of interest by wire transfer of immediately
available funds upon written request to the Paying Agent not later than 15
calendar days prior to the applicable Interest Payment Date.
6. Redemption. The Notes may be subject to redemption prior to
Maturity at the option of the Company, as a whole at any time or in part from
time to time, otherwise than through operation of a sinking fund, at such
Redemption Prices (expressed as per- centages of the principal amount)
prevailing during such periods of time as shall be specified in any applicable
Addendum, in each case together with accrued interest to the Redemption Date.
7. Sinking Fund. The Notes may be entitled to the benefit of a
sinking fund requiring payments by the Company to the Trustee at such times, in
amounts sufficient to redeem such principal amount of the Notes at such sinking
fund redemption price, with such right of the Company to increase such payments
or to deliver Notes or to apply Notes previously delivered in satisfaction of
such sinking fund requirements, and with such credit to the Company for
previously increased sinking fund payments, in each case as shall be specified
in any applicable Addendum.
8. Denominations. Unless otherwise specified in any
applicable Addendum, the Notes shall be issuable in denominations of
$100,000 or any amount in excess thereof which is an integral multiple
of $1,000.
9. Convertibility. The Notes shall not be convertible
into shares of capital stock or other securities of the Company.
10. Repayment. Except as provided in Sections 7 and 11
hereof, the Company shall have no obligation to repay the Notes (at the
option of Holders or otherwise) prior to the Maturity of the Notes (as
specified in Section 3 above).
11. Acceleration. The entire principal amount of the Notes
(and not a portion thereof) shall be payable upon declaration of
acceleration of the Maturity of any Note pursuant to Section 502 of the
Indenture.
12. Section 403 of Indenture. Section 403 of the Indenture
shall apply to the Notes.
13.1 Additional Covenants. No additional covenants shall be
applicable in respect of the Notes.
13.2 Notes Issuable as Global Securities. Each Note will be
represented (i) either by a "Global Note" registered in the name of a nominee
of, and deposited with, The Depository Trust Company, New York, New York, as
Depositary (the "Depositary"), and representing "Book-Entry Notes", (ii) or by a
certificate issued in definitive or temporary form (a "Certificated Note"), in
each case as specified in the applicable Addendum. Certificated Notes will not
be exchangeable for Book-Entry Notes and, except under the circumstances
described below, Book-Entry Notes will not be exchangeable for Certificated
Notes and will not otherwise be issuable as Certificated Notes.
So long as the Depositary's nominee is the registered owner of a
Global Note, such nominee will be considered to be the sole owner or Holder of
the Notes represented by such Global Note for all purposes of the Indenture.
Except as set forth below, owners of beneficial interests in a Global Note will
not be entitled to have the Notes represented by such Global Note registered in
their names, will not receive or be entitled to receive physical delivery of
such Notes in definitive form, and will not be considered to be the owners or
Holders thereof under the Indenture.
If the Depositary is at any time unwilling or unable to continue to
act as Depositary, and a successor depositary is not appointed by the Company
within 90 days, the Company will issue Certificated Notes in definitive form in
exchange for the Global Note or Notes previously deposited with the Depositary.
In addition, the Company may at any time in its sole discretion determine not to
have the Notes represented by one or more Global Notes and, in such event, will
issue Certificated Notes in defin- itive form in exchange for such Global Note
or Notes.
13.3 Other Provisions. The Notes shall have no other terms than as
set forth in this Board resolution (including any Addenda) and the Indenture or
as may be set forth in any indenture or indentures supplemental to the
Indenture.
13.4 Indemnification. The Company agrees to indemnify the Trustee
for, and to hold it harmless against, any loss, liability or expense incurred
without negligence or bad faith on its part, arising out of or in connection
with the acceptance or administration of the duties set forth in those certain
Administrative Procedures, which comprise a part of that certain Distribution
Agreement dated June 10, 1994, between the Company and the Agents named therein
(the "Administrative Procedures"), relating to the Notes, as though such
Administrative Procedures were set forth in the Indenture.
Capitalized terms used in this Board resolution have the meanings set
forth in the Indenture unless otherwise indicated or the context otherwise
requires.
On motion duly made and seconded, the following reso- lutions were
unanimously adopted:
RESOLVED, That Robert E. Daley, Vice President and Treasurer, is
hereby appointed as this Committee's agent to act in its name, place and stead
with regard to the determination of all the terms and conditions of the
$50,000,000 aggregate principal amount of the Notes to be issued under the
Indenture dated as of April 1, 1983, as amended, from Equitable Resources, Inc.
to Bankers Trust Company, as Trustee, and under this Company's Form S-3
Registration Statement No. 33-53703, including without limitation, the interest
rates and maturity dates and other terms of sale thereof, so long as the
maturity period of any such Notes is no less than nine (9) months nor more than
forty (40) years from the date of issuance.
RESOLVED FURTHER, That the issuance of such Notes on the terms
established by Robert E. Daley is hereby authorized, and, in furtherance of the
foregoing, Mr. Daley is hereby authorized, empowered and directed to complete
the text of a resolution of this Committee establishing the terms of any such
Note as provided by Section 301 of the said Indenture, and any such resolution
when so completed shall be deemed to have been, and hereby is, adopted by this
Committee, and the Secretary or any Assistant Secretary of the Company is hereby
authorized, empowered and directed to certify the adoption of any such
resolution as though the same were presented to and adopted at a duly convened
meeting of this Committee, any such resolution to be inserted in the minute book
of the Company as part of the minutes of the Company.
The meeting adjourned at 7:20 a.m.
s/ Audrey C. Moeller
Secretary
EQUITABLE RESOURCES, INC.
ADDENDUM NO. 1 TO BOARD RESOLUTION
Establishing Certain Terms and Provisions
of an Issue of Medium-Term Notes, Series C
Pursuant to the Board Resolution
Adopted March 18, 1994 and the
Ad Hoc Finance Committee Resolution dated July 14, 1994
RESOLVED, That, as contemplated by the Board Resolution adopted March 18,
1994 and the Ad Hoc Finance Committee Resolution dated July 14, 1994, there is
hereby established for authentication and delivery by the Trustee an issue of
the Medium-Term Notes, Series C of the Company having the following terms and
provisions in addition to the terms and provisions established by the Indenture
and the aforesaid Board Resolution:
1. Principal Amount. $8,000,000.
2. Maturity Date. January 15, 2018.
3.1. Interest Rate. 7.60% per annum.
3.2. Interest Payment Dates. January 15 and July 15, commencing
July 15, 1995.
4. Notes Issuable as Global Securities. The Notes of this
issue shall be issuable only as Global Notes, except under the
circumstances described in the Board Resolution.
5. Price to the Public. 99.25%.
Capitalized terms used in this Addendum to Board Resolution have the
meanings set forth in the Board Resolution unless otherwise indicated or the
context otherwise requires.
In response to certain provisions of the Orders of the Pennsylvania
Public Utility Commission and the Kentucky Public Service Commission, it is
noted that the interest rate set forth above represents a premium of 62.5 basis
points over the corres-ponding
Treasury rate.
WITNESS the due execution hereof this 19th day of May, 1995.
Robert E. Daley
Vice President & Treasurer
EQUITABLE RESOURCES, INC.
ADDENDUM NO. 2 TO BOARD RESOLUTION
Establishing Certain Terms and Provisions
of an Issue of Medium-Term Notes, Series C
Pursuant to the Board Resolution
Adopted March 18, 1994 and the
Ad Hoc Finance Committee Resolution dated July 14, 1994
RESOLVED, That, as contemplated by the Board Resolution adopted March 18,
1994 and the Ad Hoc Finance Committee Resolution dated July 14, 1994, there is
hereby established for authentication and delivery by the Trustee an issue of
the Medium-Term Notes, Series C of the Company having the following terms and
provisions in addition to the terms and provisions established by the Indenture
and the aforesaid Board Resolution:
1. Principal Amount. $10,000,000.
2. Maturity Date. July 5, 2007.
3.1. Interest Rate. 6.78% per annum.
3.2. Interest Payment Dates. January 15 and July 15, commencing
July 15, 1995.
4. Notes Issuable as Global Securities. The Notes of this
issue shall be issuable only as Global Notes, except under the
circumstances described in the Board Resolution.
5. Price to the Public. 99.375%.
Capitalized terms used in this Addendum to Board Resolution have the
meanings set forth in the Board Resolution unless otherwise indicated or the
context otherwise requires.
In response to certain provisions of the Orders of the Pennsylvania
Public Utility Commission and the Kentucky Public Service Commission, it is
noted that the interest rate set forth above represents a premium of 70 basis
points over the corres-ponding
Treasury rate.
WITNESS the due execution hereof this 7th day of June, 1995.
Robert E. Daley
Vice President & Treasurer
EXCERPT FROM THE MINUTES OF A MEETING OF THE
FINANCE COMMITTEE OF THE BOARD OF DIRECTORS
OF EQUITABLE RESOURCES, INC. HELD OCTOBER 19, 1995
WHEREAS, on July 14, 1994, The Finance Committee, pursuant to
authority granted by the Board of Directors of the Company on March 18, 1994,
authorized the issuance of $50 million of Medium Term Notes, Series C, and
appointed Robert E. Daley, Vice President and Treasurer, to act as the
Committee's Agent in determining the terms and conditions pursuant to which such
Notes would be issued; and
WHEREAS, the Committee wishes to extend such previous authorizations
to cover all of the Series C Notes which the Company has registered with the
Securities and Exchange Commission.
NOW, THEREFORE, BE IT RESOLVED, That the aggregate principal amount
of Medium Term Notes, Series C, which the Company may authenticate and deliver
is $100 million.
RESOLVED FURTHER, That Robert E. Daley, Vice President and Treasurer,
is appointed the Committee's Agent to determine the terms and conditions
pursuant to which the entire $100 million of such Notes will be issued.
RESOLVED FURTHER, That all other provisions of the Committee's July
14, 1994 resolutions shall remain in full force and effect.