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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
[AMENDMENT NO. ]
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission only (as permitted by Rule
14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
Equitable Resources, Inc.
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(Name of Registrant as Specified In Its Charter)
N/A
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] $125 per Exchangeable Act Rule 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
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applies:
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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how
it was determined):
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
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registration statement number, or the Form or Schedule and the date
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Equitable Logo
One Oxford Centre
Suite 3300
Pittsburgh, PA 15219
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 17, 2001
The Annual Meeting of Shareholders of Equitable Resources, Inc. will be
held on Thursday, May 17, 2001, at 10:00 a.m. We will be in the Allegheny Room
of the Omni William Penn Hotel located at 530 William Penn Place in Pittsburgh,
Pennsylvania. If you owned common stock of Equitable Resources at the close of
business on March 8, 2001, you may vote at this meeting.
At the meeting, we plan to:
(1) Elect four directors to serve for new terms;
(2) Approve the Equitable Resources Executive Short-Term Incentive Plan;
(3) Ratify the appointment of independent auditors for 2001; and
(4) Transact other business properly presented at the meeting.
Your Board of Directors recommends that you vote for all director nominees,
for approval of the Executive Short-Term Incentive Plan and for ratification of
the independent auditors. The Board is not aware of any other proposals for the
May 17, 2001 meeting. Should another arise, the persons named as proxies will
vote your proxy according to their best judgment.
Please consider the issues presented in this proxy statement, and vote your
shares as promptly as possible.
On behalf of the Board of Directors
/s/ Johanna G. O'Loughlin
JOHANNA G. O'LOUGHLIN
Vice President, General Counsel and
Corporate Secretary
March 19, 2001
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THE ANNUAL MEETING AND VOTING
QUESTIONS AND ANSWERS
This booklet and proxy card contain information about the items you will vote on
at the annual meeting and about the voting process.
WHO IS ENTITLED TO VOTE, AND HOW MANY VOTES DO I HAVE?
You can vote if you held common stock of Equitable Resources at the close of
business on March 8, 2001. For each item presented for vote, you have one vote
for each share you own. In addition, you may cumulate votes for the election of
directors by multiplying your shares by the number of directors to be elected
and casting all of your votes for a single candidate or by distributing them
among any two or more candidates.
HOW DO I VOTE?
You may vote in person by attending the meeting or by following the instructions
on the enclosed proxy card and completing and mailing it in the prepaid envelope
provided. If you do not mark any selections, your shares will be voted as
recommended by the Board of Directors. Even if you plan to attend the meeting,
we encourage you to vote by proxy as soon as possible.
CAN I CHANGE MY VOTE?
You can revoke your proxy before the time of voting at the meeting by:
- mailing a revised proxy dated later than the prior proxy
- voting in person at the meeting or
- notifying the corporate secretary of Equitable Resources in writing that you
are revoking your proxy.
WHAT SHARES ARE INCLUDED ON MY PROXY CARD?
If the name on the accounts is the same, the shares on your proxy card represent
shares for which you have a certificate, that you hold in street name and/or
that you have in a dividend reinvestment account of the Equitable Resources
Dividend Reinvestment and Stock Purchase Plan. Employees holding stock in the
Employee Savings Plan, the Employee Savings and Protection Plan, the Employee
Stock Purchase Plan and/or as restricted shares under Equitable Resources
Long-Term Incentive Plans will receive separate proxy cards for those plans. The
trustee or administrator of the plans will vote the shares in accordance with
the instructions on the returned proxy cards or as recommended by the Board of
Directors if you provide no instructions on the proxy form. The trustee of the
savings plans will vote plan shares not voted by proxy in proportion to the way
other plan participants voted their shares.
WHAT IF I RECEIVE MORE THAN ONE PROXY CARD?
If you receive more than one proxy card, you have shares registered differently
in more than one account. We encourage you to have all accounts registered in
the same name and address whenever possible. You can do this by contacting our
transfer agent, Mellon Investor Services LLC, at P.O. Box 3312, South
Hackensack, New Jersey 07606, at their toll free number (800-589-9026) or on
their website at www.mellon-investor.com.
WHO CAN ATTEND THE ANNUAL MEETING, AND HOW DO I OBTAIN AN ADMISSION TICKET?
You may attend the meeting if you were a shareholder on March 8, 2001. If you
plan to attend the meeting, you will need an admission ticket, which you can
obtain by writing to the corporate secretary of Equitable Resources at One
Oxford Centre, 301 Grant Street, Suite 3300, Pittsburgh, Pennsylvania 15219. If
a broker holds your shares, please include a copy of your brokerage account
statement or an omnibus proxy, which you can get from your broker, and we will
send you an admission ticket.
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WHAT CONSTITUTES A "QUORUM" FOR THE MEETING?
A majority of the outstanding shares, present or represented by proxy,
constitutes a quorum. A quorum is necessary to conduct business at the annual
meeting. You are part of the quorum if you have voted by proxy. Abstentions,
broker non-votes and votes withheld from director nominees also are counted in
determining whether a quorum is present.
WHAT IS THE TOTAL NUMBER OF OUTSTANDING SHARES?
At the close of business on March 8, 2001, the record date for the meeting,
Equitable Resources had 32,535,782 shares of common stock outstanding.
HOW ARE THE VOTES COUNTED?
Director candidates who receive the highest number of votes cast will be
elected. Approval of each other item requires a majority of the votes cast.
Abstentions and broker non-votes are not counted in the voting results. A broker
non-vote occurs when a broker or other nominee who holds shares for another does
not vote on a particular item because the nominee does not have discretionary
voting authority for that item and has not received instructions from the owner
of the shares.
WHO PAYS FOR THE SOLICITATION OF PROXIES?
Equitable Resources pays for the cost of soliciting proxies from shareholders.
Mellon Investor Services LLC assists Equitable Resources with the solicitation
for a fee of $3,500 plus reasonable out-of-pocket expenses. Equitable Resources
also reimburses brokerage firms and other custodians, nominees and fiduciaries
for their reasonable out-of-pocket expenses for sending proxy materials to
shareholders and obtaining their proxies.
MAY I NOMINATE SOMEONE TO BE A DIRECTOR OF EQUITABLE RESOURCES?
If you are a shareholder entitled to vote at an annual meeting, you may nominate
one or more persons for election as directors of Equitable Resources at that
meeting. You may do this by sending a written notice to the corporate secretary
at One Oxford Centre, 301 Grant Street, Suite 3300, Pittsburgh, Pennsylvania
15219. The notice must include certain information about the persons you
nominate. To be included in next year's proxy statement, according to the
company's by-laws, we must receive the notice not less than 90 but not more than
120 days before May 17, 2002, the anniversary date of this year's annual
meeting. For complete details, contact the corporate secretary.
WHEN ARE THE 2002 SHAREHOLDER PROPOSALS DUE?
You must submit shareholder proposals in writing to the corporate secretary at
the address above by November 29, 2001 for them to be considered for the 2002
proxy statement. The corporate secretary must receive any proposals to be
raised, which will not be included in next year's proxy statement, not less than
90 but not more than 120 days before May 17, 2002, the anniversary date of this
year's annual meeting, according to the company's by-laws. No proposals received
outside that time period may be raised at the annual meeting.
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EQUITABLE RESOURCES STOCK OWNERSHIP AND PERFORMANCE
OWNERSHIP OF EQUITABLE RESOURCES COMMON STOCK
The following shareholders reported to the Securities and Exchange
Commission that they owned more than 5% of Equitable Resources common stock on
December 31, 2000:
SHARES PERCENT OF
BENEFICIALLY COMMON STOCK
NAME AND ADDRESS OWNED OUTSTANDING
---------------- ------------ ------------
Wellington Management Company, LLP
75 State Street
Boston, MA 02109 1,876,700(1) 5.75%
The Prudential Insurance Company of America
751 Broad Street
Newark, NJ 07102-3777 1,833,941(2) 5.62%
Jennison Associates LLC
466 Lexington Avenue
New York, NY 10017 1,821,700(3) 5.58%
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(1)Information based on a Securities and Exchange Commission Schedule 13G for
the year ended December 31, 2000, reporting that Wellington Management
Company, LLP has no sole voting power, shared voting power over 372,600
shares, no sole dispositive power and shared dispositive power over 1,876,700
shares.
(2)Information based on a Securities and Exchange Commission Schedule 13G for
the year ended December 31, 2000, reporting that The Prudential Insurance
Company of America has sole voting power over 3,300 shares, shared voting
power over 1,830,641 shares, sole dispositive power over 3,300 shares and
shared dispositive power over 1,830,641 shares. Prudential may have direct or
indirect voting power over 1,833,941 shares held for its own benefit or for
the benefit of its clients.
(3)Information based on a Securities and Exchange Commission Schedule 13G for
the year ended December 31, 2000, reporting that Jennison Associates LLC has
sole voting power over 1,821,700 shares, no shared voting power, no sole
dispositive power and shared dispositive power over 1,821,700 shares.
Jennison reported these amounts as an investment advisor and is deemed the
beneficial owner of these shares. Jennison is an indirect, wholly owned
subsidiary of The Prudential Insurance Company of America, which may control
the voting and/or dispositive power over the shares reported by Jennison.
STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
As of January 31, 2001, all nominees, directors and officers as a group
beneficially owned 429,598 shares, representing less than 2% of the company's
outstanding common stock. No individual nominee, director or named executive
officer owned more than 1% of the company's common stock. Shares subject to
acquisition within 60 days after January 31, 2001 by each individual and the
directors and officers as a group are deemed outstanding for purposes of
determining share ownership.
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STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
DEFERRED SHARE
EXERCISABLE NUMBER OF RESTRICTED EQUIVALENT
NAME STOCK OPTIONS(1) SHARES OWNED(2) STOCK HELD(3) UNITS(4)
---- ---------------- --------------- ------------- --------------
Murry S. Gerber(5) 270,000 27,708 63,411 25,888
Paul Christiano 5,000 778 0 4,420
Phyllis A. Domm 0 3,860 0 1,961
E. Lawrence Keyes, Jr. 5,500 1,700 0 6,361
Thomas A. McConomy(5) 5,500 1,700 0 5,142
George L. Miles, Jr. 0 1,000 0 0
Donald I. Moritz(5)(6) 5,000 88,231 0 6,361
Malcolm M. Prine 5,500 1,927 0 6,361
James E. Rohr 4,500 5,500 0 1,961
David S. Shapira(7) 5,500 2,075 0 6,361
J. Michael Talbert 5,500 1,000 0 2,597
Philip P. Conti 14,168 1,254 9,809 1,565
James M. Funk 0 1,186 9,094 0
Johanna G. O'Loughlin 39,668 4,899 6,062 1,143
David L. Porges 120,668 18,409 36,248 13,301
Directors and executive 533,172 171,505 136,076 84,825
officers as a group (16
individuals)
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(1)This column lists the number of shares of Equitable Resources common stock
that the officers and directors had a right to acquire within 60 days after
January 31, 2001 through exercise of stock options.
(2)This column includes shares held of record and shares owned through a bank,
broker or other nominee. It also includes, for executive officers, shares
owned through the Equitable Resources Employee Savings Plan and the Employee
Stock Purchase Plan.
(3)Reported in this column are restricted stock awards and dividends accrued in
the form of additional restricted shares.
(4)This column lists the number of shares held in the Directors' Deferred
Compensation Plan and employees' Deferred Compensation Plan, respectively.
(5)Includes shares held jointly with spouse as to which voting power and
investment power are shared.
(6)Does not include 1,350 shares owned by Mr. Moritz's spouse as to which he
disclaims beneficial ownership.
(7)Shares are held in a trust of which Mr. Shapira is a co-trustee and has a
beneficial interest and shares voting and investment power.
COMPLIANCE WITH SECTION 16(A) REPORTING:
The Securities and Exchange Commission rules require that we disclose late
filings of stock ownership reports by directors, executive officers and all
persons who beneficially own more than 10% of Equitable Resources' common stock.
Due to the complexity of the reporting rules, the company has assumed certain
responsibilities for filing compliance and has instituted procedures to assist
directors and officers with these obligations.
Based solely upon the company's review of the copies of the filings or
written representations from the reporting persons, we believe that all
reporting persons made all filings required by Section 16(a) on a timely basis,
except that as a result of an inaccurate interpretation of a complicated
provision, stock unit acquisitions under the Deferred Compensation Plan for
employees and the Directors Deferred Compensation Plan were inadvertently not
reported on forms due February 14, 2000. Accordingly, Forms 5 were filed on
February 14, 2001 for the following individuals to report all unreported
acquisitions in the aggregate of stock under the deferred compensation plans
during 1999: Paul Christiano, 4,420 shares; Phyllis A. Domm, 1,961 shares; E.
Lawrence Keyes, Jr., 6,361 shares; Thomas A.
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McConomy, 5,142 shares; Donald I. Moritz, 6,361 shares; Malcolm M. Prine, 6,361
shares; James E. Rohr, 1,961 shares; David S. Shapira, 6,361 shares; J. Michael
Talbert, 2,597 shares; Murry S. Gerber, 25,888 shares; Philip P. Conti, 1,565
shares; Johanna G. O'Loughlin, 1,143 shares; David L. Porges, 13,301 shares; and
Gregory R. Spencer, 1,403 shares.
All required Forms 5 for stock acquisitions during 2000 were filed on a
timely basis on February 14, 2001. A breakdown of the stock acquisitions by year
is included on the respective Forms 5 filed with the Securities and Exchange
Commission. In addition, a restricted stock grant for 4,000 shares of common
stock was awarded on December 6, 2000 to Philip P. Conti, but was inadvertently
not reported. The 4,000 shares were reported on an amended Form 4 filed on
February 8, 2001, and subsequently amended on February 13, 2001, to correct the
number of dividend reinvestment shares reported.
STOCK PERFORMANCE GRAPH
This graph compares the most recent five-year performance of Equitable
Resources' common stock with the S&P 500 Index and a self-constructed peer group
consisting of companies whose principal businesses are gas exploration and
production and natural gas distribution. The graph assumes a $100 investment
made on December 31, 1995 and the reinvestment of all dividends.
LOGO
1995 1996 1997 1998 1999 2000
------ ------ ------ ------ ------ ------
Equitable Resources, Inc. 100.00 99.14 122.52 105.12 125.11 256.69
S&P 500 100.00 122.96 163.98 210.84 255.22 231.98
Peer Group(1) 100.00 122.00 160.66 140.31 117.97 219.62
---------------------------------
(1)Comprised of Energen Corporation, Keyspan Corporation, Kinder Morgan, Inc.
(formerly included in this peer group as KN Energy, Inc. prior to a merger
with Kinder Morgan, Inc. in 2000), MCN Energy Group Inc., National Fuel Gas
Company, NiSource Inc. (formerly included in this peer group as Columbia Gas
Company prior to a merger with NiSource Inc. in 2000), Oneok, Inc., Questar
Corporation and Southwestern Energy Company.
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VOTING MATTERS
ITEM NO. 1 - ELECTION OF DIRECTORS
(ITEM NO. 1 ON THE PROXY CARD)
The Board of Directors of Equitable Resources has 11 members, who are
divided into three classes. Directors are elected for three-year terms. The term
of one class expires each year. The terms of five Directors expire at this
annual meeting. Paul Christiano has decided not to stand for election to another
term. The Board of Directors has chosen to reduce the number of directors from
11 to 10, effective upon the expiration of Dr. Christiano's term on the date of
the annual meeting. At the annual meeting, Murry S. Gerber, George L. Miles,
Jr., Donald I. Moritz and J. Michael Talbert will stand for election. The
shareholders previously elected all of the nominees except George L. Miles, Jr.,
who was elected by the Board on July 19, 2000 to serve until the 2001 annual
meeting.
The persons named as proxies will vote for the nominees named, as more
fully discussed in the "Questions and Answers" section of this proxy statement,
unless you withhold authority to vote for any one or more of them. The votes
represented by any proxy may be cumulated and voted at the discretion of the
persons named as proxies in favor of any one or more of the nominees, unless
otherwise indicated on your proxy card. The effect of this discretionary
authority may be to offset the effect of your having withheld authority to vote
for individual nominees because the persons named as proxies will be able to
allocate votes of shareholders who have not withheld authority to vote. If a
nominee becomes unavailable for election, the persons named as proxies intend to
vote for substitute nominees proposed by the Board, unless the Board decides to
reduce the number of directors. The four individuals who receive the largest
number of votes cast will be elected Directors for a three-year term expiring in
2004.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES FOR THE BOARD OF
DIRECTORS.
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NOMINEES TO SERVE FOR A THREE-YEAR TERM EXPIRING IN 2004
MURRY S. GERBER PHOTO
MURRY S. GERBER AGE 48 DIRECTOR SINCE MAY 1998
Chairman, President and Chief Executive Officer of
Equitable Resources since May 2000; President & Chief
Executive Officer of Equitable Resources, June 1998 through
April 2000; Chief Executive Officer, Coral Energy, L.P. (an
energy marketing and services company), November 1995
through May 1998; Also a director of Westport Resources
Corporation and BlackRock, Inc.
Member of the Executive Committee.
GEORGE L. MILES, JR. PHOTO
GEORGE L. MILES, JR. AGE 59 DIRECTOR SINCE JULY 2000
President and Chief Executive Officer of WQED Pittsburgh
(public broadcasting) since 1994. Also a director of Summit
Bancorp through February 2001 and WESCO International.
Member of the Audit Committee.
DONALD I. MORITZ PHOTO
DONALD I. MORITZ AGE 73 DIRECTOR SINCE JUNE 1972
Retired Chairman and Chief Executive Officer of Equitable
Resources; Interim President and Chief Executive Officer of
the company, July 1997 through May 1998; Chairman and Chief
Executive Officer of Equitable Resources, December 1993
until retirement in December 1994.
Member of the Executive and Corporate Governance
Committees.
J. MICHAEL TALBERT PHOTO
J. MICHAEL TALBERT AGE 54 DIRECTOR SINCE MAY 1995
President and Chief Executive Officer and Director of
Transocean Sedco Forex Inc. (owner and operator of mobile
offshore drilling rigs) since December 1999; Chairman and
Chief Executive Officer, Transocean Offshore, Inc. (the
predecessor of Transocean Sedco Forex Inc.), September 1994
through December 1999.
Chairman of the Compensation Committee and member of the
Executive Committee.
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DIRECTORS WHOSE TERMS EXPIRE IN 2002
PHYLLIS A. DOMM PHOTO
PHYLLIS A. DOMM, ED.D. AGE 54 DIRECTOR SINCE MAY 1996
Vice President, Human Resources, Intermountain Health Care
(health care services) since June 2000; Vice President,
Human Resources, MedStar Health (health care services),
March 1998 through May 2000; President, Management and
Marketing Solutions, Inc. (marketing, public relations and
human resources consulting), July 1997 through February
1998; Senior Vice President - Health Care Services,
Intracoastal Health Systems, Inc., April 1995 through June
1997.
Member of the Audit and Compensation Committees.
JAMES E. ROHR PHOTO
JAMES E. ROHR AGE 52 DIRECTOR SINCE MAY 1996
President, Chief Executive Officer and Director, PNC
Financial Services Group, Inc. (financial services
company), since May 2000; President and Chief Operating
Officer of PNC Financial Services Group, Inc., April 1998
through April 2000; President of PNC Bank Corp., 1992
through March 1998. Effective March 15, 2000, PNC Bank
Corp. changed its name to PNC Financial Services Group,
Inc. It has been announced that Mr. Rohr will replace
Thomas O'Brien as Chairman of the Board of Directors on May
1, 2001. Also a director of Allegheny Technologies, Inc.,
BlackRock, Inc. and Water Pik Technologies, Inc.
Chairman of the Executive Committee and member of the
Compensation Committee.
DAVID S. SHAPIRA PHOTO
DAVID S. SHAPIRA AGE 59 DIRECTOR SINCE MAY 1987
Chairman and Chief Executive Officer, Giant Eagle, Inc.
(retail grocery store chain), since February 1994. Also a
director of Mellon Financial Corporation.
Member of the Audit and Executive Committees.
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DIRECTORS WHOSE TERMS EXPIRE IN 2003
E. LAWRENCE KEYES PHOTO
E. LAWRENCE KEYES, JR. AGE 71 DIRECTOR SINCE MAY 1988
Partner, the Fortune Group, LLC (management consulting and
investment banking firm), since January 1987.
Member of the Compensation Committee.
THOMAS A. MCCONOMY PHOTO
THOMAS A. MCCONOMY AGE 67 DIRECTOR SINCE MAY 1991
Director, Calgon Carbon Corporation (manufacturer and
marketer of activated carbon and related products and
services), since April 1985; Chairman of the Board, Calgon
Carbon Corporation, April 1985 through April 1999; Interim
President and Chief Executive Officer, Calgon Carbon
Corporation, February 1998 through April 1999.
Chairman of the Corporate Governance Committee and member
of the Compensation Committee.
MALCOLM M. PRINE PHOTO
MALCOLM M. PRINE AGE 72 DIRECTOR SINCE MAY 1982
Chairman of the Board, Core Materials Corp. (manufacturer
of plastics molding), since January 1997; President,
Malcar, Inc. since 1990.
Chairman of the Audit Committee and member of the Corporate
Governance and Executive Committees.
TRANSACTIONS WITH DIRECTORS' COMPANIES
In the course of ordinary business, Equitable Resources may have
transactions with companies and organizations whose executive officers are also
directors of Equitable Resources. None of these transactions exceeded 5% of the
gross revenues of either Equitable Resources or the other organization.
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BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors held seven regular meetings and no special meetings
during 2000. The attendance at the Board and Committee meetings during 2000
averaged 97%. The standing committees of the Board are the Audit, Compensation,
Corporate Governance and Executive Committees:
AUDIT COMMITTEE
- Comprised of five non-employee, independent directors.
- Held three meetings in 2000.
- Operates pursuant to the charter contained in this proxy statement as
Appendix B.
- Recommends to the Board of Directors appointment of the company's
independent auditors.
- Reviews annually the audit plans of the independent auditors and the
internal auditors.
- Reviews the company's annual audited financial statements with the
company's independent auditors.
- Approves the fees to be paid to the independent auditors.
- Monitors and reports to the Board of Directors on the overall
effectiveness of the company's compliance functions.
- Reviews reports about audit results made by the independent auditors
and/or internal auditors for adequacy of internal controls and
implementation of material internal control recommendations.
- Reviews any items brought directly to the Audit Committee's attention by
management, the independent auditors or internal auditors or other
related matters as the Audit Committee may, in its discretion, determine
to be appropriate.
COMPENSATION COMMITTEE
- Comprised of five non-employee, independent directors.
- Held seven meetings in 2000.
- Approves the compensation and contracts of all executive officers.
- Reviews and approves employee benefit plans and amendments.
- Administers the Short-Term Incentive Plan, the Long-Term Incentive Plan
and the Non-Employee Directors' Stock Incentive Plan.
CORPORATE GOVERNANCE COMMITTEE
- Comprised of four non-employee directors.
- Held two meetings in 2000.
- Recommends to the Board of Directors persons to be nominated for election
as directors of Equitable Resources.
- Establishes responsibilities and membership of the committees of the
Board of Directors.
- Monitors and recommends policies and procedures relating to Equitable
Resources' corporate governance framework (especially with respect to
structure, processes and proceedings of the Board of Directors).
- Recommends the level of compensation and other fringe benefits for the
directors.
- Establishes goals for the Chief Executive Officer and evaluates
performance against these goals.
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EXECUTIVE COMMITTEE
- Comprised of five non-employee directors and Murry S. Gerber, Chairman,
President and Chief Executive Officer.
- Held two meetings in 2000.
- Has the authority to act in all matters that the full Board may act upon
when the Board is not in session, unless limited by a resolution of the
Board and except to the extent limited by law.
DIRECTORS' COMPENSATION AND RETIREMENT PROGRAM
In May 2000, an external compensation consultant reviewed the total
compensation for directors. The retainer fees, meeting fees and stock ownership
opportunities were determined to be competitive with compensation paid to
directors of S&P 500 companies of similar revenue size.
In recognition of the services of non-employee directors, excluding
directors who were former employees, and in furtherance of the company's
community objectives, Equitable Resources uses a life insurance program to fund
contributions to qualified organizations upon the death of a director. The
program restricts gifts to civic, charitable and educational organizations with
emphasis on those in the areas where Equitable Resources has operations or
provides service. Directors joining the Board after May 25, 1999 are not
eligible for this benefit.
- CASH COMPENSATION
- Annual cash retainer of $24,000, payable quarterly.
- Cash meeting fee of $1,000 for each board and committee meeting
attended.
- Cash meeting fee of $500 for telephone participation in a meeting.
- EQUITY COMPENSATION
- A stock option award under the Non-Employee Directors' Stock
Incentive Plan of 4,500 shares of common stock at the market price
of $48.875 per share on May 17, 2000, the date of grant. Options
vest one-third annually over three years and have a ten-year
exercise term. The options vest if the service of a director
terminates for any reason. The number of options awarded in future
years will be based on competitive practices as determined by a
nationally recognized external consultant.
- DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
- Equitable Resources maintains a deferred compensation plan under
which directors' fees may be deferred until Board service ends or an
earlier time, as the director may elect.
- In May 1999, the directors' retirement plan was curtailed and the
accrued benefit of each active director was converted to a stock
account administered under the Directors' Deferred Compensation
Plan. Imputed dividends are credited to the account as additional
shares. All directors participants are vested upon death or
termination of services as a director. Directors elected after May
1999 are not eligible to participate in the retirement plan.
- LIFE AND TRAVEL ACCIDENT INSURANCE
- The company also provides non-employee directors with $20,000 of
life insurance, $20,000 of accidental death and dismemberment
insurance and $100,000 of travel accident insurance while traveling
on company business.
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EXECUTIVE COMPENSATION
The following tables set forth information concerning the compensation of
the Equitable Resources chief executive officer and each of the other four most
highly compensated executive officers of the company in 2000.
SUMMARY COMPENSATION TABLE
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ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------------------------------------------------------------------------------------------------------------
AWARDS PAYOUTS
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OTHER SECURITIES
ANNUAL RESTRICTED UNDERLYING
NAME AND SALARY BONUS COMPENSATION STOCK($) OPTIONS/SARS LTIP ALL OTHER
PRINCIPAL POSITION YEAR ($) ($)(1)(2) ($)(3) (4)(5)(6) # PAYOUTS(7) COMPENSATION(8)
------------------------------------------------------------------------------------------------------------------------------------
MURRY S. GERBER 2000 557,696 1,000,000 198,558 0 180,000/0 4,314,900 34,486
Chairman, President & 1999 500,000 900,000 142,187 1,653,410 150,000/0 0 44,714
Chief Executive Officer 1998 291,681 300,000 0 494,055 210,000/0 0 20,417
------------------------------------------------------------------------------------------------------------------------------------
DAVID L. PORGES 2000 308,465 500,000 126,258 0 60,000/0 2,330,044 26,634
Executive Vice President 1999 270,000 457,000 126,658 871,798 80,000/0 0 24,240
& Chief Financial 1998 135,000 175,000 0 292,500 94,000/0 0
Officer 5,400
------------------------------------------------------------------------------------------------------------------------------------
JOHANNA G. O'LOUGHLIN 2000 213,083 250,000 0 288,372 30,000/0 1,639,670 18,322
Vice President, General 1999 190,000 230,000 0 0 20,000/0 0 16,858
Counsel & Secretary 1998 176,127 0 0 0 23,000/0 0 12,220
------------------------------------------------------------------------------------------------------------------------------------
PHILIP P. CONTI 2000 145,884 230,000 0 232,500 20,000/0 0 12,917
Vice President, Finance 1999 132,305 105,000 0 90,186 10,000/0 0 11,764
& Treasurer 1998 113,653 0 0 0 7,500/0 0 10,100
------------------------------------------------------------------------------------------------------------------------------------
JAMES M. FUNK 2000 139,998 265,000 0 438,750 50,000/0 0 10,500
Senior Vice President 1999 0 0 0 0 0 0 0
1998 0 0 0 0 0 0 0
------------------------------------------------------------------------------------------------------------------------------------
---------------------------------
(1)Beginning with the 1999 bonus, company policy requires officers to defer 20%
(10% for Mr. Conti who does not report directly to Mr. Gerber) of their bonus
into the Equitable Resources, Inc. Employee Deferred Compensation Plan. The
required deferral is invested in Equitable Resources common stock, which
vests in equal increments on January 1 of each of the two years following
deferral. In addition to the mandatory 20% deferral, Mr. Gerber has elected
to defer an additional $551,500 of his 2000 bonus. Mr. Porges has elected to
defer his entire bonus into the Deferred Compensation Plan. In addition to
the mandatory 10%, Mr. Conti has elected to defer an additional 40% of his
bonus into the Deferred Compensation Plan. These additional deferrals and the
25% company match applicable to the deferrals also are invested in Equitable
Resources common stock. The company match vests in equal increments on
January 1 of each of the three years following deferral.
(2)The Compensation Committee established an acquisition-related bonus pool from
which $90,000 of Mr. Conti's bonus was paid. Under the terms set by the
Compensation Committee, the entire amount must be deferred under the Deferred
Compensation Plan and will vest on March 14, 2003.
(3)Amounts paid to reimburse taxes for restricted shares under the officers'
employment agreements.
(4)Restricted stock awards of the company's common stock were granted on May 25,
1999 as follows: Mr. Gerber, 55,000 shares; Mr. Porges, 29,000 shares; and
Mr. Conti, 3,000 shares. Ms. O'Loughlin received a restricted stock award on
July 18, 2000 for 6,000 shares of common stock. All of the above restricted
stock awards vest three years from the grant date, and dividends accrue
during the restriction period.
(5)Restricted stock awards of the company's common stock were granted as
follows: Mr. Gerber, 15,000 shares granted on May 4, 1998; Mr. Porges, 10,000
shares granted on July 1, 1998; Mr. Funk, 9,000 shares granted on June 12,
2000; and Mr. Conti, 4,000 shares granted on December 6, 2000. All of the
above restricted stock awards vest in thirds on the anniversary date of the
awards over a period of three years, and dividends accrue during the
restriction period.
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(6)The following table shows the aggregate number of restricted shares held by
each named executive officer and the aggregate value of these shares, based
on the closing price of the company's common stock on December 29, 2000
($66.75):
NAME NUMBER OF SHARES VALUE
---- ---------------- ----------
Murry S. Gerber 63,411 $4,232,684
David L. Porges 34,248 2,286,054
Johanna G. O'Loughlin 10,263 685,055
Philip P. Conti 9,809 654,751
James M. Funk 9,094 607,025
(7)No new awards were granted in 2000 under the Company's 1998 Breakthrough
Long-Term Incentive Plan (Breakthrough Plan). The performance condition of
the Breakthrough Plan was satisfied on August 21, 2000 when the share price
of the company's common stock closed at or above $50.00 on the New York Stock
Exchange for the 20th consecutive business day. Mr. Gerber's entire payout
was deferred in accordance with the requirements of the Breakthrough Plan.
His FICA Medicare payroll tax liability of $62,000 was paid by the company
and charged to Mr. Gerber in the form of an interest-free loan, which will be
repaid when the deferred proceeds become payable to him under the terms of
the Breakthrough Plan.
(8)Includes the term insurance benefit for term and split-dollar life insurance
policies, matching and other company contributions to the Employee Savings
Plan and the company's contribution to the Deferred Compensation Plan, as
follows:
TERM SAVINGS PLAN DEFERRED
INSURANCE CONTRIBUTION COMPENSATION PLAN
--------- ------------ -----------------
Murry S. Gerber $251 $12,300 $21,935
David L. Porges 118 12,300 14,216
Johanna G. O'Loughlin 76 14,138 4,108
Philip P. Conti 0 11,617 1,300
James M. Funk 0 10,500 0
OPTIONS/SAR GRANTS IN 2000
INDIVIDUAL GRANTS
------------------------- POTENTIAL REALIZABLE
% OF TOTAL VALUE AT ASSUMED
OPTIONS/SARS EXERCISE OR ANNUAL RATES OF STOCK
OPTIONS/ GRANTED TO BASE PRICE PRICE APPRECIATION FOR
SARS EMPLOYEES PER SHARE EXPIRATION THE OPTION TERM(3)
NAME GRANTED(1) IN 2000 ($/SH) DATE(2) 5% 10%
---- ---------- ------- ------ ------- -- ---
Murry S. Gerber 180,000 11.84 $39.6875 3/14/2010 $4,547,641 $11,472,837
David L. Porges 60,000 3.95 39.6875 3/14/2010 1,515,880 3,824,279
James M. Funk 50,000 3.29 48.7500 6/12/2010 1,581,293 3,961,755
Johanna G. O'Loughlin 30,000 1.97 39.6875 3/14/2010 757,940 1,912,139
Philip P. Conti 10,000 0.66 39.6875 3/14/2010 252,647 637,380
10,000 0.66 57.0000 8/21/2010 369,709 926,330
---------------------------------
(1)There were no SARs granted.
(2)These options, which have reload rights, vest in equal increments annually
over a three-year period beginning March 14, 2001 and have an exercise period
of ten years from the award date.
(3)The option values were calculated, using the Black-Scholes option-pricing
model, based on the share price as of the date of grant at assumed 5% and 10%
annualized rates of appreciation for the term of the grant. The actual value,
if any, that an optionee may realize upon exercise will depend on the excess
of the market price of the common stock over the option exercise price on the
date the option is exercised. There is no assurance that the actual value
realized by an optionee upon the exercise of an option will be at or near the
value estimated under the model described above.
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AGGREGATED OPTION/SAR EXERCISES IN 2000 & YEAR-END 2000 OPTION VALUES
NUMBER OF
SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
SHARES YEAR END 2000 YEAR-END 2000
ACQUIRED ON VALUE (#) ($)(1)
EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
---- ----------- -------- ------------- -------------
Murry S. Gerber 0 0 210,000/330,000 $7,521,430/10,219,310
David L. Porges 0 0 100,668/133,332 3,773,792/4,318,466
Johanna G. O'Loughlin 0 0 29,668/43,332 1,134,190/1,300,367
Philip P. Conti 0 0 10,834/26,666 412,335/612,371
James M. Funk 0 0 0/50,000 0/900,000
---------------------------------
(1)Calculated by determining the difference between the fair market value of the
underlying shares of common stock and the various applicable exercise prices
of outstanding options at the end of 2000 for the named executive officers.
The last reported sale price of the company's common stock on the New York
Stock Exchange on December 29, 2000 was $66.75 per share.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Our Compensation Committee determines compensation for the executive
officers of Equitable Resources including base salaries, benefits, short-term
annual incentives, long-term, stock-based awards and perquisites. All committee
members are independent directors who have never been employees of Equitable
Resources. Our decisions are based upon our understanding of Equitable
Resources' businesses and strategy, as well as our knowledge of the capabilities
and performance of the company and its executives.
COMPENSATION PHILOSOPHY
Our goal is to create value for the shareholders of Equitable Resources by
managing the company with a long-term perspective while striving to deliver
consistently profitable annual results. To support these objectives, executives
participate in compensation programs that focus on achieving annual business
objectives and creating long-term value for the stockholders. This total
compensation program is designed to attract, motivate and retain high-performing
executives who can consistently deliver results for our shareholders.
The company's total compensation program includes:
- salary
- annual cash incentives
- long-term, stock-based incentives
- employee benefits and
- perquisites.
We determine compensation based on the following objectives and guidelines:
- Base salaries are established at approximately the 50th percentile, while
potential total direct compensation (base, bonus and long-term incentive
compensation together) for outstanding performance is designed to
approximate the 75th percentile of general industrial companies of
similar revenue size. Compensation consultants provide independent
industry surveys, and we review publicly available compensation
information, to determine competitive practices.
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- Bonus opportunities are based on the overall performance of Equitable
Resources and the individual contribution of each executive. Short-term
(annual) incentives are funded when pre-established financial and
operational goals are attained. Awards are distributed to employees
participating in the plan based on the achievement of corporate, business
segment and individual performance goals identified annually.
- Long-term, stock-based programs are designed to encourage share ownership
by management, reinforce value-added objectives, align management's
interests with shareholder interests and assist with retention of key
executive contributors. We believe that the company's executives will
more effectively represent the shareholders of Equitable Resources if
they are shareholders themselves. Therefore, we view stock options and
other equity-related arrangements as key elements of the executive
compensation program.
BASE SALARIES
Because Equitable Resources favors a pay-for-performance approach, the base
salary levels are generally targeted at the 50th percentile of a survey group
consisting of general industry companies of similar revenue size. Individual
performance, taking into account competitive salaries, is the basis for
individual salary increases. General economic conditions and marketplace
compensation trends also are evaluated with the assistance of independent
compensation consultants.
ANNUAL INCENTIVE OPPORTUNITIES
Participants in the company's short-term bonus plan have a bonus target
equal to a percentage of their annual salary, which is established based on
market competitive data. This plan is designed to provide cash bonus payments
once Equitable Resources has met preestablished, Board-approved financial goals.
Depending on the level of performance, a bonus pool is funded based on a
multiple of the sum of the targets for all participants. The actual multiple is
determined by the level of achievement of key financial measures for the
business units and the corporation, including net income and competitive return
on total capital. The maximum multiple is 200%. Awards are based on the size of
the bonus pool and performance against individual financial, strategic,
operational and organizational objectives.
At the beginning of the year, we set the bonus targets for the executive
officers and the performance requirements for the multiples used to calculate
the bonus pool, based on the 2000 business plan. We also approve the actual
bonus payments made based on the individual performance for all executives.
LONG-TERM INCENTIVES
Our committee has identified three key issues in the area of long-term
incentives:
- providing stock-based programs that encourage share ownership by
management
- aligning management's interests to shareholder interests and
- retaining key management personnel.
Stock-based awards are made on a market competitive basis, using the
Black-Scholes option-pricing model. The size of prior grants or the amount of
stock held by employees to whom awards are made is not considered when
determining the amount of individual awards. The 1999 Equitable Resources Long
Term Incentive Plan provides for a variety of stock-based incentive awards,
including stock options (with or without reload rights), restricted stock,
performance awards and other stock-based awards.
During 2000, the Committee approved 1,520,870 stock option awards (with one
reload right per share) to 310 employees. The awards approximate the 50th
percentile level of long-
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term incentive opportunities for the same group of companies used for executive
officers' compensation. The options awarded generally have a three-year annual
vesting period and a ten-year exercise term. The option price was the fair
market value on the grant date. Unvested awards are forfeited upon termination
of employment for any reason.
The committee also awarded 88,000 restricted stock grants to 24 employees.
These stock grants vest either annually over a three-year period or after a
three-year period. Unvested awards are forfeited if an employee voluntarily
resigns or is terminated for cause.
OTHER COMPENSATION
We provide a competitive level of employee benefit programs along with
perquisites that we deem appropriate and competitive for each executive's
position.
STOCK OWNERSHIP GUIDELINES
To promote stock ownership by management, the committee, in 1998, approved
new personal stock ownership guidelines for executives. These guidelines require
that an executive must retain a minimum of 50% of the net shares received from
the exercise of an option until the executive's total stock holdings meet a
predetermined value. For Mr. Gerber, the value is four times base salary.
Messrs. Porges, Spencer, Funk and Ms. O'Loughlin are required to hold stock
valued at three times their respective annual salaries. Once the required value
has been reached, the executives may sell shares from company stock-based awards
that are in excess of the target and receive cash for the transaction. In
calculating stock ownership, the company considers stock held, stock option
value (vested and unvested), restricted stock grants, stock units held in the
company's deferred compensation plan and stock in the 401(k) and employee stock
purchase plans.
COMPENSATION OF EXECUTIVE OFFICERS IN 2000
In March 2000, our committee increased salary and annual cash incentive
targets for executive officers, reflecting similar increases in the comparison
group. Annual incentive payouts to executive officers for 2000 averaged 225% of
target based on attainment of preestablished corporate, business unit and
personal goals and objectives.
Equitable Resources also granted stock options to executive officers at or
above the target levels for their positions. Above-target grants were made to
individuals when necessary to adjust for below-market base salary. Restricted
stock grants also were made to two executive officers consistent with market
competitive survey information.
Compensation of the Chief Executive Officer - Equitable Resources bases the
chief executive officer's compensation on the same philosophy and policies as
for all executive officers. This compensation includes base salary, annual cash
incentives and stock option awards.
The Corporate Governance Committee of the Board meets annually without the
chief executive officer present and evaluates his performance compared with
previously established financial and non-financial goals. That committee reports
performance levels achieved to our committee, and we then make any appropriate
compensation adjustments. Finally, we report in full to the other members of the
Board for their consideration and agreement. This meeting is an executive
session of non-employee directors only.
Murry S. Gerber currently serves as Chairman, President and Chief Executive
Officer of Equitable Resources. In March 2000, we increased Mr. Gerber's base
salary from $500,000 to $575,000. We also granted him a stock option with reload
rights of 180,000 shares. Finally, in March 2001, we awarded Mr. Gerber a bonus
payment of $1,000,000. We based this amount on the superior performance of the
company in 2000, as reflected in:
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- Record company earnings in 2000 that were well in excess of business plan
and the publicly stated goal of 20% to 30% earnings growth.
- Achievement of a 9.3% return on total capital, moving the company from
the bottom to the top quartile of its peer group in slightly over two
years.
- An increase in the stock price from $33.56 on January 3, 2000 to a
closing price on December 29, 2000 of $66.75, making the company a top
quartile performer in its peer group for total shareholder return.
- The accretive acquisition and effective integration of Carnegie Natural
Gas Company into Equitable Resources, which generated significant
synergies with Equitable Gas Company.
- The accretive acquisition and effective integration of Statoil that made
Equitable Resources the largest producer of natural gas in the
Appalachian basin. This acquisition was completed without issuing
additional equity while maintaining the company's A debt rating.
- The reduction of the overall risk of the business and the cost of capital
through well-executed monetizations of the production assets while
maintaining a strong credit rating.
TAX DEDUCTIBILITY OF EXECUTIVE OFFICER COMPENSATION
Section 162(m) of the Internal Revenue Code generally limits the corporate
tax deduction for compensation paid to the executive officers named in the
Summary Compensation Table on page 12 to $1,000,000 each, unless certain
requirements are met. We have carefully considered the impact of this tax code
provision and strive in our compensation decisions to balance this with the need
to provide compensation programs that motivate and retain high-performing
executives. To assist the company in maximizing the tax deduction for executive
compensation, the directors are asking shareholders to approve the executive
bonus plan listed as Item No. 2 in this proxy statement.
This report has been furnished by the Compensation Committee of the Board
of Directors.
J. Michael Talbert, Chair
Phyllis A. Domm
E. Lawrence Keyes, Jr.
Thomas A. McConomy
James E. Rohr
EMPLOYMENT CONTRACTS AND CHANGE OF CONTROL AGREEMENTS
Murry S. Gerber entered into an employment agreement with Equitable
Resources effective May 4, 1998 under which Mr. Gerber assumed the role of
President and Chief Executive Officer on June 1, 1998. This agreement was
amended on December 1, 1999 to provide for more competitive change of control
benefits.
David L. Porges entered in to an employment agreement with Equitable
Resources effective July 1, 1998 under which Mr. Porges assumed the role of
Senior Vice President and Chief Financial Officer. He was promoted to Executive
Vice President and Chief Financial Officer on February 1, 2000. This agreement
was amended on December 1, 1999 to provide for more competitive change of
control benefits.
Philip P. Conti and Johanna G. O'Loughlin entered into non-compete
agreements with Equitable Resources on October 30, 2000 and December 1, 1999,
respectively. These agreements provide for twelve-month, non-competition
provisions in exchange for 24 months of salary and benefits continuance. New
change of control agreements also have been entered
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into with Mr. Conti and Ms. O'Loughlin to provide for more competitive benefits
in the event of a change of control.
James M. Funk entered into a non-compete agreement with Equitable Resources
on June 12, 2000. This agreement provides for a twelve-month, non-competition
provision in exchange for 24 months of salary and benefits continuance. A new
change of control agreement also has been entered into with Mr. Funk to provide
for more competitive benefits in the event of a change of control.
All of the above change of control agreements were developed to ensure that
during a change of control situation, the interests of the shareholders are
foremost on the mind of these key executives. The agreements provide for certain
specified benefits if a change of control occurs followed by an involuntary or
constructive termination of the covered executive within two years after the
change of event. Messrs. Gerber, Porges, Funk and Ms. O'Loughlin will receive 36
months of base salary, medical, dental, life and disability insurance;
retirement plan credits; three times their highest annual, short-term incentive
awards during the previous three years; and outplacement assistance and legal
fees in the event the contract is contested. These payments are grossed up for
tax purposes. The covered executive may elect a lump sum payment or payment of
benefits over a specified period of time. Mr. Conti will receive 24 months of
base salary in addition to the other benefits previously mentioned. His payments
are not grossed up for tax purposes.
PENSION PLAN
All executive officers participate in a defined contribution plan under the
company's 401(k) Employee Savings Plan. Under the Employee Savings Plan, the
company contributes an amount equal to a percentage of each employee's base
salary to an individual investment account for the employee.
ITEM NO. 2 -- APPROVAL OF EXECUTIVE SHORT-TERM INCENTIVE PLAN
(ITEM NO. 2 ON THE PROXY CARD)
A proposal to approve the company's Executive Short-Term Incentive Plan
(Incentive Plan) will be presented to shareholders at the 2001 annual meeting.
The Board of Directors has unanimously approved the Incentive Plan and is
recommending that shareholders also approve it. Shareholder approval is required
by Internal Revenue Code (Code) section 162(m) for the company to be able to
deduct bonuses paid to Incentive Plan participants for Federal income tax
purposes.
Below is a summary of the Incentive Plan. The full text of the Incentive
Plan is available as Appendix A to this proxy statement.
The purposes of the Incentive Plan are to maintain a competitive level of
total cash compensation and to align the interests of the company's executive
employees with those of the company's shareholders and with the strategic
objectives of the company. By placing a portion of executive employee
compensation at risk, the company can reward performance based on the overall
performance of the company.
ADMINISTRATION
The Compensation Committee of the company's Board of Directors administers
the Incentive Plan. Members of the committee are independent directors who have
never been employees of Equitable Resources. The committee will have the power
to name participants, determine performance goals and incentive targets, approve
payment of all incentive awards, review and approve amendments and make all
necessary determinations under the Incentive Plan. Decisions of the committee
regarding the Incentive Plan will be final.
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ELIGIBILITY
Participants under the Incentive Plan will be the company's President and
Chief Executive Officer and any other executive officers whose compensation is
required to be disclosed in the proxy statement (referred to as "covered
employees" under the Code). The company estimates that approximately five
officers currently are eligible to participate in the Incentive Plan.
INCENTIVE AWARDS
Within 90 days after the beginning of each calendar year, the committee
will establish performance goals for the year. The performance goals are the
specific targets and objectives set by the committee for any, or a combination,
of the following performance measures:
- earnings per share growth rates
- return on total capital
- earnings per share
- stock price
- revenues
- costs (aggregate or per unit)
- net income
- operating income
- operating margin
- cash flow
- market share
- return on equity
- return on assets and
- total shareholder return.
The measures may be in the form of absolute or relative values or in
comparison to an external benchmark.
At the beginning of each calendar year, the committee also will create a
schedule of possible incentive targets depending on the level of achievement of
the performance goals; the amount to be paid is based on the extent to which the
performance goals for the calendar year actually are achieved, as determined by
the committee. The incentive targets will be described as a percentage of the
participants' base salary at the time the performance goal is established. The
company's year-end financial statements will be used to determine the level of
achievement of the performance goals, except that the committee may determine,
at the time the performance goals are established, that unusual items or certain
specified events or occurrences, including changes in accounting standards or
tax laws, will be excluded from the calculation of the performance goal.
Payment of any incentive award under the Incentive Plan is dependent upon
achievement of the performance goals set at the beginning of the year. The
amount of any incentive award paid may not exceed the incentive target
identified on the schedule for the level of performance actually achieved, as
determined by the committee, and the committee may not increase any incentive
target or incentive award payable. The committee may, however, reduce or
eliminate any incentive target or incentive award payable, provided that the
action will not result in any increase in the amount of any incentive target or
incentive award payable to any other Incentive Plan participant.
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PAYMENT OF INCENTIVE AWARDS
Incentive awards will be paid in cash as promptly as practicable following
the end of the calendar year and after the committee has determined and
certified in writing the level of performance achieved and the incentive awards
earned. Except as otherwise determined by the Committee at the beginning of any
calendar year, the President and Chief Executive Officer and those participants
who directly report to him are required to defer and invest 20%, and the
participants who indirectly report to him are required to defer and invest 10%,
of their incentive awards into the company's Common Stock Fund under the
company's Deferred Compensation Plan, if at the time of payment they have not
met the stock ownership guidelines set by the Committee. A participant will not
receive payment for amounts in excess of the portion of the incentive award
deferred, except for the future rate of return on the company's common stock.
The maximum amount of compensation paid to any participant in any single
calendar year under the Incentive Plan is an amount equal to three times the
participant's base salary at the time when the incentive targets are
established, or, if less, $3,000,000. The actual amount of compensation to be
paid to participants under the Incentive Plan cannot be determined in advance
because the level of future performance is not currently known, and the
committee has discretion to reduce or eliminate the incentive awards payable to
any participant under the Incentive Plan.
AMENDMENT OR TERMINATION OF INCENTIVE PLAN
The Board or the committee may amend or terminate the Incentive Plan at any
time except that the material terms of the performance goals, including the
maximum amount payable, may not be amended without shareholder approval. Because
the company has retained the discretion to change specific performance targets,
shareholder reapproval of the Incentive Plan will be required at five-year
intervals under the Code regulations.
ADDITIONAL INFORMATION
Section 162(m) of the Code limits the amount of the deduction to $1
million, with certain exceptions, that the company may take on its U.S. federal
tax return for compensation paid to the executive officers named in the Summary
Compensation Table on page 12. This deductibility cap does not apply to
"performance-based compensation," if approved by shareholders. We believe that
awards under the Incentive Plan will qualify as performance-based compensation
and will be deductible if shareholders vote to approve the Incentive Plan.
VOTE REQUIRED
For this proposal to be adopted, a majority of the votes cast by
shareholders must be voted for approval.
THE BOARD OF DIRECTORS OF EQUITABLE RESOURCES RECOMMENDS THAT
SHAREHOLDERS
VOTE FOR APPROVAL OF THE ADOPTION OF THE EXECUTIVE SHORT-TERM INCENTIVE PLAN.
AUDIT COMMITTEE REPORT
Our committee, the Equitable Resources Audit Committee, is comprised of
five independent members.
In accordance with the new Securities and Exchange Commission rules
regarding audit committees, we have adopted a formal, written charter, which was
approved by the Board of Directors of Equitable Resources on April 25, 2000. A
copy of this charter, which specifies the responsibilities of the Audit
Committee, is included as Appendix B to this proxy statement.
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As set forth in the charter, management is responsible for the internal
controls and financial reporting process of Equitable Resources. The independent
auditors perform an independent audit of Equitable Resources' consolidated
financial statements in accordance with generally accepted auditing standards
and issue a report. Our responsibility includes monitoring and overseeing these
processes.
In the performance of our oversight function, we have reviewed and
discussed the audited financial statements of the company for the fiscal year
ended December 31, 2000 with the management of Equitable Resources. We have
discussed with Ernst & Young LLP, the company's independent auditors, the
matters required to be discussed by Statement on Auditing Standards No. 61
(Communication with Audit Committees). We also have received the written
disclosures and the letter from Ernst & Young LLP required by Independence
Standards Board Standard No. 1 (Independence Discussions with Audit Committees)
and have discussed the independence of Ernst & Young LLP with that firm.
The members of our committee are not professionally engaged in the practice
of auditing or accounting. The Audit Committee's considerations and discussions
referred to above do not assure that the audit of the company's financial
statements has been carried out in accordance with generally accepted auditing
standards, that the financial statements are presented in accordance with
generally accepted accounting principles or that the company's auditors are in
fact "independent."
Based on the review of the report of the independent auditors to the Audit
Committee and discussions with the management and the independent auditors for
the fiscal year ended December 31, 2000, we recommended to the Board of
Directors that the financial statements be included in the Equitable Resources
Annual Report on Form 10-K.
This report has been furnished by the Audit Committee of the Board of
Directors.
Malcolm M. Prine, Chair
Paul Christiano
Phyllis A. Domm
George L. Miles, Jr.
David S. Shapira
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ITEM NO. 3 -- RATIFICATION OF APPOINTMENT OF AUDITORS
(ITEM NO. 3 ON THE PROXY CARD)
The Board of Directors, upon recommendation of the Audit Committee, has
reappointed Ernst & Young LLP, certified public accountants, as independent
auditors to examine the consolidated financial statements of the company and its
subsidiaries for the calendar year 2001. Ernst & Young LLP, and its predecessor,
have acted as auditors for the company since 1950. Although shareholder approval
is not required for the appointment of auditors, the Board of Directors believes
the shareholders should participate through ratification. If such ratification
is not obtained, the Board will consider the appointment of other auditors for
the following year.
Representatives of Ernst & Young LLP expect to be present at the annual
meeting to respond to appropriate questions and to make a statement if they
desire to do so.
The following chart shows the fees paid to Ernst & Young LLP during 2000:
FINANCIAL INFORMATION SYSTEMS DESIGN
AUDIT FEES(1) AND IMPLEMENTATION FEES ALL OTHER FEES(2)
------------- --------------------------------------- -----------------
$550,000 $0 $2,148,000
(1) Includes fees for full audit and review of the financial statements included
in the company's first, second and third quarter Forms 10-Q for 2000.
(2)Consists primarily of assistance with implementation of "Statement of
Financial Accounting Standards 133," assistance with due diligence and audits
on merger transactions, audit of employee benefit plans and tax outsourcing
and consulting services.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE
APPOINTMENT OF ERNST & YOUNG LLP.
ITEM NO. 4 - ADDITIONAL INFORMATION
OTHER MATTERS
No matters other than those listed in the notice of meeting accompanying
this proxy statement are expected to be presented to shareholders for action at
the annual meeting. However, should other matters properly come before the
meeting, the persons named as proxies will vote in a manner as they may, in
their discretion, determine.
ANNUAL REPORT AND FORM 10-K
The Annual Report of the company to shareholders and Form 10-K for the year
ended December 31, 2000 are enclosed with this proxy statement.
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APPENDIX A
EQUITABLE RESOURCES, INC.
EXECUTIVE SHORT-TERM INCENTIVE PLAN
Section 1. Incentive Plan Purposes. The main purposes of the Equitable
Resources, Inc. (the "Company") Executive Short-Term Incentive Plan (the "Plan")
are to maintain a competitive level of total cash compensation and to align the
interests of the Company's executive employees with those of the Company's
shareholders and with the strategic objectives of the Company. By placing a
portion of executive employee compensation at risk, the Company can reward
performance based on the overall performance of the Company.
Section 2. Effective Date. The effective date of this Plan is January 1,
2001. The Plan will remain in effect from year to year (each calendar year shall
be referred to herein as a "Plan Year") until formally amended or terminated in
writing by the Company's Board of Directors or the Compensation Committee of the
Board of Directors ("Committee"), as defined in Section 4 and as provided in
Section 12.
Section 3. Eligibility.
(a) Any employee who is a "covered employee", as defined in Section
162(m)(3) of the Internal Revenue Code of 1986, as amended (the
"Code"), and the regulations promulgated thereunder, as determined at
the end of the immediately preceding Plan Year, and any employee who
the Committee, as defined in Section 4, believes will be a covered
employee for a Plan Year, shall be eligible to participate in the Plan;
provided, however, that no employee who participates in the Company's
annual Short-Term Incentive Plan shall be eligible to participate in
the Plan.
(b) The Committee may designate any eligible employee for participation in
the Plan in its complete and sole discretion. Eligible employees who
are designated to participate in the Plan for any Plan Year will be
notified in writing of their participation and given a Plan document
for their reference.
Section 4. Administration of the Plan. The Plan shall be administered by
the Committee, which shall be comprised solely of two or more outside directors
within the meaning of Section 162(m) of the Code and the regulations promulgated
thereunder. On an annual basis, the Committee shall designate the participants
and determine the Performance Goals, as defined in Section 5 of the Plan, and
the Incentive Targets, as defined in Section 6 of the Plan. Prior to payment of
any Incentive Awards, as defined in Section 6 of the Plan, the Committee shall
certify that the Performance Goals and other material terms were satisfied. The
Committee shall also review and approve any proposed amendments to the Plan
throughout the Plan Year.
Section 5. Performance Goals.
(a) Each participant shall have specific performance goals (the
"Performance Goals") determined for his or her position for the subject
Plan Year. These Performance Goals will support the approved business
plan of the Company, affiliate or business unit, as applicable, and be
based upon the specific performance measures established by the
Committee for the Plan Year.
(b) A copy of each participant's Performance Goals shall be determined in
writing, and kept on file with the appropriate business segment Human
Resources Department, not later than 90 days after the commencement of
the Plan Year to which they relate; provided that in no event will
Performance Goals be established after 25 percent of the Plan Year has
elapsed or when the outcome of such Performance
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Goals is no longer substantially uncertain. The participants'
Performance Goals for each Plan Year shall be attached hereto as
Attachment A.
(c) The Performance Goals determined by the Committee will be based upon
one or more of the following objective performance measures and
expressed in either, or a combination of, absolute or relative values:
earnings per share growth rates, return on total capital, earnings per
share, stock price, revenues, costs (aggregate or per unit), net
income, operating income, operating margin, cash flow, market share,
return on equity, return on assets and total shareholder return. The
Performance Goals may be based upon the attainment of one or more
levels of performance of the Company, its affiliates or business units,
as measured against one or more of the performance measures.
(d) When the Performance Goals are determined by the Committee, the
Committee shall also specify the manner in which the Performance Goals
shall be calculated. The Committee may determine that unusual items or
certain specified events or occurrences, including changes in
accounting standards or tax laws, shall be excluded from the
calculation of the Performance Goal.
Section 6. Incentive Targets and Awards.
(a) Incentive compensation targets ("Incentive Targets") shall be
determined by the Committee and expressed as a percentage of the
participants' base salary in effect at the time the Performance Goal is
established. The Incentive Targets shall be based upon the level of
achievement of the Performance Goals, and shall be determined by the
Committee at the commencement of each Plan Year and specified on
Attachment B hereto.
(b) Incentive awards ("Incentive Awards") may be earned by participants
during a Plan Year; provided, however, that payment of any Incentive
Award under the Plan to a participant (i) shall be contingent upon the
attainment of the Performance Goals established by the Committee for
the Plan Year and (ii) may not exceed the participant's Incentive
Target established for the actual level of achievement attained.
(c) The Committee shall have no discretion to increase any Incentive Target
or Incentive Award payable that would otherwise be due upon attainment
of the Performance Goals, but the Committee may in its discretion
reduce or eliminate such Incentive Target or Incentive Award; provided,
however, that the exercise of such negative discretion shall not be
permitted to result in any increase in the amount of any Incentive
Target or Incentive Award payable to any other participant.
(d) The maximum Incentive Award payable to any participant for any Plan
Year is an amount equal to three times the participant's annual base
salary in effect at the time the Incentive Target is determined or, if
less, $3,000,000.
(e) Except as provided in Section 7 of the Plan, Incentive Awards shall be
paid in cash as promptly as practicable following the end of a Plan
Year and after the Committee has determined and certified in writing
the extent to which the Performance Goals have been attained and the
Incentive Awards have been earned.
Section 7. Deferral. Except as otherwise determined by the Committee at the
commencement of the Plan Year, participants who directly report to the Company's
Chief Executive Officer (the "CEO") and the CEO will be required to defer twenty
percent (20%) of their Incentive Award into the Company's common stock fund
under and pursuant to the Company's Deferred Compensation Plan, if at the time
of payment they have not met the stock ownership guidelines set by the
Committee. Except as otherwise determined by the
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Committee at the commencement of the Plan Year, participants who directly report
to executives who report directly to the CEO will be required to defer ten
percent (10%) of their Incentive Award into the Company's common stock fund
under and pursuant to the Company's Deferred Compensation Plan, if at the time
of payment they have not met the stock ownership guidelines set by the
Committee. No amount in excess of the amount of the Incentive Award deferred
shall be payable to the participant for such deferral, except as may be based
upon the actual future rate of return on such specified predetermined
investment.
Section 8. Impact on Benefit Plans. Payments under the Plan shall not be
considered as earnings for purposes of the Company's qualified retirement plans
or any such retirement or benefit plan unless specifically provided for and
defined under such plans.
Section 9. Tax Consequences. It is intended that nothing in this Plan shall
change the tax consequences of the Plan under Federal or State law and
specifically shall not cause the participants in the Plan to be taxed currently
under the Constructive Receipt or Economic Benefit Doctrines and as expressed in
Sections 451 and 83 of the Code. The terms, requirements and limitations of this
Plan shall be interpreted and applied in a manner consistent with Section 162(m)
of the Code.
Section 10. Change of Status. In making decisions regarding employees'
participation in the Plan, the Committee may consider any factors that they may
consider relevant. The following guidelines are provided as general information
regarding employee status changes:
(a) New Hire, Transfer, Promotion. A newly hired employee will participate
in the Plan Year following the year in which they are hired, unless
otherwise specified in their employment offer. An employee who is
promoted or transferred during the first 90 day period of the Plan Year
to a position qualifying for participation may be recommended for a pro
rata Incentive Award under the Plan based on the level of participation
in his or her previous program and the percentage of the Plan Year the
employee is in the participating position. This includes employees who
leave positions that qualify for incentive payments in other Company
business segments. These potential payments shall be considered when
determining the employee's Incentive Target and Incentive Award under
this Plan.
(b) Demotion. No Incentive Award shall be paid to an employee who has been
demoted during the Plan Year because of performance. If the demotion is
due to an organizational change, a pro rata Incentive Award may be
made, provided the employee otherwise qualifies for payment of an
Incentive Award.
(c) Termination. No Incentive Award shall be paid to any employee whose
services are terminated during the Plan Year for reasons of misconduct,
failure to perform, or other cause. If the termination is due to
reasons such as reorganization, and not due to the fault of the
employee, the employee may be considered for a pro rata Incentive
Award, provided the employee otherwise qualifies for payment of an
Incentive Award.
(d) Resignation. No Incentive Award shall be paid to an employee who
resigns for any reason before Incentive Awards are paid, provided,
however, if the employee has voluntarily terminated his or her
employment with the Company's consent, a pro rata Incentive Award may
be made, provided the employee otherwise qualifies for payment of an
Incentive Award.
(e) Death and Disability. An employee whose status as an active employee is
changed during the Plan Year for any reason other than the reasons
cited above, including termination for death or disability, may be
considered for a pro rata Incentive Award, provided the employee
otherwise qualifies for payment of an Incentive Award. In the event
that an Incentive Award is paid on behalf of an employee who has
terminated
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employment by reason of death, any such payments or other amounts due
shall be paid to the employee's estate.
Nothing in the Plan or in any Incentive Target or Incentive Award shall confer
any right on any employee to continue in the employ of the Company, its
affiliates or any business unit.
Section 11. Dispute Resolution. The following is the exclusive procedure to
be followed by all participants in resolving disputes arising from payments made
under this Plan. All disputes relative to a given Plan Year must be presented to
the Committee within thirty (30) days following the payment date of the
Incentive Award for that Plan Year, or the participant's right to dispute a
payment will be irrevocably waived. The employee with the concern will be given
an opportunity to present his or her issues to the Committee. A decision will be
rendered by the Committee within ten (10) business days of the meeting. The
Chairperson of the Committee will be responsible for preparing a written version
of the decision. The decision by the Committee regarding the matter is final and
binding on all Plan participants.
Section 12. Amendment or Termination of this Plan. The Company's Board of
Directors or the Committee shall have the right to amend or terminate the Plan
at any time, provided, however, that the material terms of the Performance
Goals, including any amendments to the class of employees eligible to receive
compensation pursuant to, or participate in, the Plan, the criteria upon which
the Performance Goals are based or the maximum amount of compensation payable
hereunder, may not be amended without shareholder approval. No employee or
participant shall have any vested right to payment of any Incentive Award
hereunder prior to its payment. The Company shall notify affected employees in
writing of any amendment or Plan termination.
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APPENDIX B
EQUITABLE RESOURCES, INC. AUDIT COMMITTEE CHARTER
ORGANIZATION AND MEMBER REQUIREMENTS
This charter governs the operations of the Audit Committee. The Committee
shall be appointed annually by the Board of Directors and shall comprise at
least three directors, all of whom shall be non-employees, independent of
management, and independent of Equitable Resources, Inc., its subsidiaries and
affiliates (the "Company"). Members of the Committee shall be considered
independent if they have no relationship that might interfere with the exercise
of their independence from management and the Company. All Committee members
shall be financially literate, or shall become financially literate within a
reasonable period of time after appointment to the Committee. Financial literacy
means being able to read and understand fundamental financial statements. At
least one member of the Committee shall have accounting or related financial
management expertise as determined by the Board of Directors in its business
judgment. Factors to be considered in evaluating financial management expertise
may include but shall not be limited to 1) past employment experience in finance
or accounting, 2) requisite professional certification in accounting, or 3) any
other comparable experience or background which results in financial
sophistication, including being or having been a chief executive officer, chief
financial officer or other senior officer with financial oversight
responsibilities.
STATEMENT OF POLICIES
The primary responsibility of the Audit Committee is to oversee the
Company's financial reporting process and legal compliance on behalf of the
Board of Directors and report the results of its activities to the Board.
Management is responsible for preparing the Company's financial statements, and
the independent auditors are responsible for auditing those financial
statements. Management is also responsible for insuring corporate compliance
with all laws applicable to the Company.
COMMITTEE RESPONSIBILITIES
The following shall be the recurring responsibilities of the Audit
Committee in carrying out its oversight responsibilities:
- The Committee shall have a clear understanding with management and the
independent auditors that the independent auditors are ultimately
accountable to the Board and the Audit Committee, as representatives of
the Company's shareholders. The Committee shall have the authority and
responsibility to evaluate, and where appropriate, replace the
independent auditors. The Committee shall discuss with the auditors their
independence from management and the Company, and shall obtain the
annual, or any interim, written disclosure of independence required by
the New York Stock Exchange Rules and the Independence Standards Board.
Annually, the Committee shall review and recommend to the Board of
Directors the selection of the Company's independent auditors, subject to
shareholder ratification. The Committee shall review and approve the fees
proposed to be paid to the independent auditors for services furnished to
the Company.
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- The Committee shall discuss with the internal auditors and the
independent auditors the overall scope and plans for their respective
audits including the adequacy of staffing. Also, the Committee shall
discuss with management, the internal auditors and the independent
auditors the adequacy and effectiveness of the accounting and financial
controls, including the Company's systems to monitor and manage business
risk and legal compliance. Further, the Committee shall meet separately
with the internal auditors and the independent auditors, with and without
management present, to discuss the results of their examinations and the
implementation of material internal control recommendations made by the
independent auditors and internal auditors.
- The Committee shall review with management and the independent auditors
the financial statements to be included in the Company's Annual Report on
Form 10-K (or the annual report to shareholders if distributed prior to
the filing of form 10-K), including the accounting principles used, the
reasonableness of significant judgments and the clarity of the
disclosures in the financial statements. Also, the Committee shall
discuss with the independent auditors the results of the annual audit and
any other matters required to be communicated to the Committee by the
independent auditors under generally accepted auditing standards.
- The Committee shall review and report to the Board of Directors on the
overall effectiveness of the Company's corporate legal compliance program
and environmental and safety program. The Committee shall review any
items brought directly to the Committees' attention by management, the
law department, the independent auditors or the internal auditors or such
other related matters as the Committee, in its own discretion, determines
to be appropriate in the circumstances.
- In fulfilling their responsibilities hereunder, it is recognized that
members of the Audit Committee are not, and do not represent themselves
to be, accountants or auditors by profession or experts in the field of
accounting or auditing. As such it is not the duty of the Audit Committee
or its members to determine that the Company's financial statements are
complete and accurate and are in accordance with generally accepted
accounting principles. As used in this charter, the term "review" when
used with respect to a responsibility or duty of the Audit Committee
shall mean such consideration and evaluation as the Audit Committee in
its business judgment shall determine to be appropriate and shall not
mean or require a "review" as contemplated in Statement on Auditing
Standards No. 71. Each member of the Audit Committee shall be entitled to
rely in good faith on information, opinions, reports or statements,
including financial statements and other financial data, prepared or
presented by those persons and under those circumstances specified in the
Pennsylvania Business Corporation Law.
RESOURCES
The Committee is empowered to investigate any matter brought to its
attention with full access to all books, records, facilities, and personnel of
the Company and the power to retain outside counsel or other experts as needed.
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[EQUITABLE RESOURCES LOGO]
One Oxford Centre
Suite 3300
Pittsburgh, PA 15219
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
JOHANNA G. O'LOUGHLIN AND JEAN F. MARKS ARE hereby appointed as proxies of the
undersigned to vote all shares which the undersigned is entitled to vote at the
Annual Meeting of Shareholders of the Company to be held on Thursday, May 17,
2001, at 10 a.m., in the Omni William Penn, 530 William Penn Place, Pittsburgh,
Pennsylvania, and at any adjournment of such meeting. WHERE A VOTE IS NOT
SPECIFIED, THE PROXIES WILL VOTE THE SHARES REPRESENTED BY THIS PROXY FOR THE
ELECTION OF DIRECTORS AND FOR ITEMS 2 AND 3 AND WILL VOTE IN THEIR DISCRETION ON
SUCH OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING.
A vote FOR the election of nominees listed on the reverse side includes
discretionary authority to cumulate votes selectively among the nominees as to
whom authority to vote has not been withheld and to vote for the substitution if
any nominee becomes unavailable for election for any reason.
This Proxy is solicited on behalf of the Board of Directors of the Company and
may be revoked prior to its exercise. The Board of Directors recommends votes
FOR the election of all nominees for director and FOR Items 2 and 3.
PLEASE SIGN AND DATE ON THE REVERSE SIDE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
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/ FOLD AND DETACH HERE /
POSTAGE WILL BE PAID BY ADDRESSEE
CORPORATE SECRETARY
EQUITABLE RESOURCES INC
ONE OXFORD CENTRE SUITE 3300
PITTSBURGH PA 15219
32
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEM 1, ITEM 2 AND ITEM 3
1) Election of Directors Nominees: Murry S. Gerber, George L. Miles, Jr.,
Donald I. Moritz and J. Michael Talbert
(INSTRUCTIONS: To withhold authority to vote FOR WITHHELD
for particular nominees, write that nominee's name [ ] [ ]
in the space provided here.)
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2) Approve Executive Short-term Incentive Plan
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3) Ratify Appointment of Ernst & Young LLP as Auditors
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
This proxy when properly executed will be voted in the manner directed herein.
If no direction is made, this proxy will be voted FOR the election of the
nominees in item 1 above, FOR the approval of the Executive Short-Term Incentive
Plan in Item 2 above and FOR the ratification of auditors in Item 3 above. The
proxies are authorized, in accordance with their judgment, to vote upon such
other matters as may properly come before the meeting and any adjournments
thereof.
THIS PROXY SHOULD BE SIGNED EXACTLY AS NAME APPEARS HEREON.
Executors, administrators, trustees, etc. should give full title as such. If
the signer is a corporation, please sign full corporate name by a duly
authorized officer.
Signature Signature Date , 2001
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/ FOLD AND DETACH HERE /
THE 2001 ANNUAL MEETING OF SHAREHOLDERS OF EQUITABLE RESOURCES, INC. WILL BE
HELD ON THURSDAY, MAY 17, 2001, AT 10 A.M., IN THE OMNI WILLIAM PENN, 530
WILLIAM PENN PLACE, PITTSBURGH, PENNSYLVANIA.
IF YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE AND RETURN THE POSTAGE-PAID
RESERVATION CARD DIRECTLY TO THE COMPANY. AN ADMISSION CARD WILL THEN BE MAILED
TO YOU.
EQUITABLE RESOURCES, INC.
RESERVATION
I expect to attend the Annual Meeting of Shareholders.
Please send me an admission card.
NAME OF SHAREHOLDER
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(Please type or print clearly)
HOME ADDRESS
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CITY, STATE AND ZIP CODE
---------------------------------
(To be returned only if you plan to attend)
/ FOLD AND DETACH HERE /
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