-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KbYMlc8UJOoo6iZ8ZpdW6JtAk8aJ6a56BbTbpRSOuOcIE4UZxqMAuJ4d8PUtAgjn Iw4S/zccFRCbCM6h2veh6w== 0000950128-00-000524.txt : 20000315 0000950128-00-000524.hdr.sgml : 20000315 ACCESSION NUMBER: 0000950128-00-000524 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000314 EFFECTIVENESS DATE: 20000314 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EQUITABLE RESOURCES INC /PA/ CENTRAL INDEX KEY: 0000033213 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] IRS NUMBER: 250464690 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-32410 FILM NUMBER: 568933 BUSINESS ADDRESS: STREET 1: ONE OXFORD CENTRE STREET 2: 301 GRANT ST SUITE 3300 CITY: PITTSBURGH STATE: PA ZIP: 15219 BUSINESS PHONE: 4125535700 MAIL ADDRESS: STREET 1: 301 GRANT ST SUITE 3300 CITY: PITTSBURGH STATE: PA ZIP: 15219 FORMER COMPANY: FORMER CONFORMED NAME: EQUITABLE GAS CO DATE OF NAME CHANGE: 19841120 S-8 1 EQUITABLE RESOURCES FORM S-8 1 As filed with the Securities and Exchange Commission on March 15, 2000 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------------------- EQUITABLE RESOURCES, INC. (Exact name of registrant as specified in its charter) PENNSYLVANIA 25-0464690 (State or jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) ONE OXFORD CENTRE, SUITE 3300 301 GRANT STREET PITTSBURGH, PENNSYLVANIA 15219 (Address of principal executive offices) (Zip Code) ----------------------------------- EQUITABLE RESOURCES, INC. DEFERRED COMPENSATION PLAN AND EQUITABLE RESOURCES, INC. DIRECTORS' DEFERRED COMPENSATION PLAN (Full title of the plan) ------------------------------------ JOHANNA G. O'LOUGHLIN, VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY ONE OXFORD CENTRE, SUITE 3300 301 GRANT STREET PITTSBURGH, PENNSYLVANIA 15219 (412)553-5700 ------------------------------------ Copies of communications to: STEPHEN W. JOHNSON, ESQUIRE BUCHANAN INGERSOLL PROFESSIONAL CORPORATION ONE OXFORD CENTRE, 301 GRANT STREET, 20TH FLOOR PITTSBURGH, PA 15219-1410 (412) 562-8800 ------------------------------------ CALCULATION OF REGISTRATION FEE
========================================================================================================================= Title of Securities To Be Amount To Be Proposed Maximum Proposed Maximum Registered Registered Offering Price Per Aggregate Offering Amount of Unit Price Registration Fee - ------------------------------------------------------------------------------------------------------------------------- Deferred Compensation $5,000,000 100% $5,000,000 $1,320 Obligations (2) ========================================================================================================================= Common Stock (No Par Value) 500,000 shares $38.4688 (1) $19,234,400 $5,077 (3)(4) =========================================================================================================================
(1) Estimated solely for purposes of calculating the registration fee; computed on the basis of the average high and low price per share of Common Stock sold on March 8, 2000 pursuant to Rule 457(h) under the Securities Act of 1933, as amended. (2) The Deferred Compensation Obligations being registered are general unsecured obligations of Equitable Resources, Inc. (the "Company") to pay deferred compensation in the future to participating members in accordance with the terms of the Equitable Resources, Inc. Deferred Compensation Plan and the Equitable Resources, Inc. Directors' Deferred Compensation Plan (collectively, the "Plans"). (3) Shares to be issued in satisfaction of deferred compensation obligations under the Plans. This registration statement also covers such deferred compensation obligations. (4) Includes Preferred Stock Purchase Rights. Prior to the occurrence of certain events, such rights will not be exercisable or evidenced separately. ================================================================================ The Exhibit Index for this Registration Statement is at page 9. 2 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The document or documents containing the information specified in Part I are not required to be filed with the Securities and Exchange Commission (the "Commission") as part of this Form S-8 Registration Statement in accordance with Rule 428 of the Securities Act of 1933, as amended. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents have been filed with the Securities and Exchange Commission (the "Commission") by Equitable Resources, Inc., a Pennsylvania corporation (the "Company"), and are incorporated herein by reference and made a part hereof: (a) The Company's latest Annual Report on Form 10-K for the year ended December 31, 1998, filed pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"); and (b) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 1998, the end of the year covered by annual report referred to in (a) above, including the Company's current reports on Form 10-Q for the periods ending March 31, 1999, June 30, 1999 and September 30, 1999 and reports filed on Form 8-K during 1999 and 2000. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment that indicates that all securities offered pursuant to this Registration Statement have been sold or that deregisters all securities then remaining unsold shall also be deemed to be incorporated by reference herein and to be a part hereof from the dates of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. The Plans provide a select group of management employees ("Eligible Employees") and non-employee directors of the Company the opportunity to defer the receipt of certain compensation. The Company's obligations under the Plans (the "Deferred Compensation Obligations") will be general unsecured obligations of the Company to pay deferred compensation in the future to participating Eligible Employees and directors (the "Participants") in accordance with the terms of the Plan. Each Participant may elect to defer under the Plan a portion of his or her compensation that may otherwise be payable during a calendar year. An Eligible Employee's deferred compensation shall be deferred by means of a reduction in the employee's annual base salary or bonus as requested under the employee's deferral election. Certain Eligible Employees are required to defer a portion of their annual bonus to the Equitable Resources Common Stock Fund under the Plans. In the case of a non-employee director, deferred compensation shall be deferred by means of a reduction in the director's fees that are paid by the Company to the non-employee directors as compensation for services performed by them as directors. Participants' compensation deferrals under the Plans are credited to individual deferral accounts maintained under the Plans. At the time of making an election to defer and participate in the Plans, each 2 3 Participant may choose to allocate his or her deferred compensation among certain fixed income and equity funds, including the Equitable Resources Common Stock Fund, which are used to calculate the investment return rate on each Participant's individual deferral account. With certain exceptions, Deferred Compensation Obligations will be paid after: (1) the Eligible Employee Participant's death, disability, retirement or termination of employment with the Company; or (2) the nonemployee director Participant's termination of service as a director, as the case may be. Subject to certain penalties and limitations set forth in the Plan, Participants may generally elect that payments under the Plan be made in a lump sum or in installments. The terms of the Plan may require payment in the form of a lump sum in certain circumstances. No amount payable under the Plan shall be subject to assignment, transfer, sale, pledge, encumbrance, alienation or charge except as may be required by law. The duration of the Plan is indefinite, however, the Company reserves the right to terminate or amend the Plan at any time. The total amount of the Deferred Compensation Obligations cannot be determined as the amount will vary based on the level of participation in the Plan and each Participant's amount of deferred compensation. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Certain legal matters in connection with the sale of the shares of Common Stock offered hereby will be passed upon for the Company by Johanna G. O'Loughlin, employed by the Company as its Vice President, General Counsel and Secretary. On January 31, 2000, Ms. O'Loughlin beneficially owned 2,303 shares of the Company's Common Stock, held options to purchase an additional 43,000 shares of Common Stock, and held restricted Common Stock awards of 4,102 shares. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Sections 1741 and 1742 of the Pennsylvania Business Corporation Law (the "PBCL") provide that a business corporation shall have the power to indemnify any person who was or is a party, or is threatened to be made a party, to any proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such proceeding, if such person acted in, good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful. In the case of an action by or in the right of the corporation, such indemnification is limited to expenses (including attorney's fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person has been adjudged to be liable to the corporation unless, and only to the extent that, a court determines upon application that, despite the adjudication of liability but in view of all the circumstances, such persons is fairly and reasonably entitled to indemnity for the expenses that the court deems proper. PBCL Section 1744 provides that, unless ordered by a court, any indemnification referred to above shall be made by the corporation only as authorized in the specific case upon a determination that indemnification is proper in the circumstances because the indemnitee has met the applicable standard of conduct. Such determination shall be made: 1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding; or 3 4 2) if such a quorum is not obtainable, or if obtainable and a majority vote of a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or 3) by the shareholders. Notwithstanding the above, PBCL Section 1743 provides that to the extent that a director, officer, employee or agent of a business corporation is successful on the merits or otherwise in defense of any proceeding referred to above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith. PBCL Section 1745 provides that expenses (including attorneys' fees) incurred by an officer, director, employee or agent of a business corporation in defending any such proceeding may be paid by the corporation in advance of the final disposition of the proceeding upon receipt of any undertaking to repay the amount advanced if it is ultimately determined that the indemnitee is not entitled to be indemnified by the corporation. PBCL Section 1746 provides that the indemnification and advancement of expenses provided by, or granted pursuant to, the foregoing provisions is not exclusive of any other rights to which a person seeking indemnification may be entitled under any by-law, agreement, vote of shareholders or disinterested directors or otherwise, and that indemnification may be granted under any by-law, agreement, vote of shareholders or directors or otherwise by any action taken or any failure to take any action whether or not the corporation would have the power to indemnify the person under any other provision of law and whether or not the indemnified liability arises or arose from any action by or in the right of the corporation, provided, however, that no indemnification may be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. Article IV of the By-Laws of the Registrant provides that the directors, officers, agents and employees of the Registrant shall be indemnified as of right to the fullest extent now or hereafter not prohibited by law in connection with any actual or threatened action, suit or proceeding, civil, criminal, administrative, investigative or other (whether brought by or in the right of the Registrant or otherwise) arising out of their service to the Registrant or to another enterprise at the request of the Registrant. PBCL Section 1747 permits a Pennsylvania business corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other enterprise, against any liability asserted against such person and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify the person against such liability under the provisions described above. Article IV of the By-Laws of the Registrant provides that the Registrant may purchase and maintain insurance to protect itself and any director, officer, agent or employee entitled to indemnification under Article IV against any liability asserted against such person and incurred by such person in respect of the service of such person to the Registrant whether or not the Registrant would have the power to indemnify such person against such liability by law or under the provisions of Article IV. The Registrant maintains directors' and officers' liability insurance covering its directors and officers with respect to liabilities, including liabilities under the Securities Act of 1933, as amended, which they may incur in connection with their serving as such. Under this insurance, the Registrant may receive reimbursement for amounts as to which the directors and officers are indemnified by the Registrant under the foregoing By-Law indemnification provision. Such insurance also provides certain additional coverage for the directors and officers against certain liabilities even though such liabilities may not be covered by the foregoing By-Law indemnification provision. 4 5 As permitted by PBCL Section 1713, the Articles and the By-Laws of the Registrant provide that no director shall be personally liable for monetary damages for any action taken, or failure to take any action, unless such director's breach of duty or failure to perform constituted self-dealing, willful misconduct or recklessness. The PBCL states that this exculpation from liability does not apply to the responsibility or liability of a director pursuant to any criminal statute or the liability of a director for the payment of taxes pursuant to Federal, state or local law. It may also not apply to liabilities imposed upon directors by the federal securities laws. PBCL Section 1715(d) creates a presumption, subject to exceptions, that a director acted in the best interests of the corporation. PBCL Section 1712, in defining the standard of care a director owes to the corporation, provides that a director stands in a fiduciary relation to the corporation and must perform his duties as a director or as a member of any committee of the Board in good faith, in a manner he reasonably believes to be in the best interests of the corporation and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In June, 1987, the Registrant entered into a separate Indemnity Agreement with each of its then directors and officers. The Registrant then entered into a separate Indemnity Agreement with each new director or officer who joined the Board of Directors or Registrant after June, 1987. These Indemnity Agreements provide a contractual right to indemnification against expenses and liabilities (subject to certain limitations and exceptions) and a contractual right to advancement of expenses, and contain additional provisions regarding the determination of entitlement, settlement of proceedings, insurance, rights of contribution, and other matters. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. The following is a list of exhibits filed as part of this Registration Statement.
Exhibit No. Description Method of Filing - ----------- ----------- ---------------- 4.1 Equitable Resources, Inc. Deferred Incorporated by reference from Exhibit 10.16 to Compensation Plan. the Company's Annual Report on Form 10-K for the year ended December 31, 1995. 4.2 Equitable Resources, Inc. Directors' Incorporated by reference from Exhibit 10.4 to Deferred Compensation Plan. the Company's report on Form 10-Q for the quarter ended September 30, 1999. 5.1 Opinion of Johanna G. O'Loughlin as to Filed herewith. the legality of the Equitable Resources, Inc. Common Stock and Deferred Compensation Obligations. 23.1 Consent of Johanna G. O'Loughlin. See Exhibit 5.1 hereof. 23.2 Consent of Ernst & Young, LLP Filed herewith. Independent Auditors. 24.1 Power of Attorney. Filed herewith.
ITEM 9. UNDERTAKINGS. The Company hereby undertakes: 5 6 (a) (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant with or furnished to the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) That, for the purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) That, for purposes of determining any liability under the Securities Act, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 6 7 SIGNATURES THE REGISTRANT. Pursuant to the requirements of the Securities Act, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on the 14th day of March, 2000. EQUITABLE RESOURCES, INC. By: /s/ Johanna G. O'Loughlin ---------------------------------------------- Johanna G. O'Loughlin Vice President, General Counsel and Secretary Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on this 14th day March, 2000. SIGNATURE TITLE - --------- ----- /s/ Johanna G. O'Loughlin* President, Chief Executive Officer - ---------------------------- and Director Murry S. Gerber /s/ Johanna G. O'Loughlin* Executive Vice President and - ---------------------------- Chief Financial Officer David L. Porges /s/ Johanna G. O'Loughlin* Corporate Controller and - ---------------------------- Assistant Treasurer (Chief Accounting John Bergonzi Officer) /s/ Johanna G. O'Loughlin* Director - ---------------------------- Paul Christiano /s/ Johanna G. O'Loughlin* Director - ---------------------------- Phyllis A. Domm /s/ Johanna G. O'Loughlin* Director - ---------------------------- Lawrence Keyes, Jr. /s/ Johanna G. O'Loughlin* Director - ---------------------------- Thomas McConomy /s/ Johanna G. O'Loughlin* Director - ---------------------------- Donald I. Moritz /s/ Johanna G. O'Loughlin* Director - ---------------------------- Guy W. Nichols /s/ Johanna G. O'Loughlin* Director - ---------------------------- Malcolm M. Prine /s/ Johanna G. O'Loughlin* Director - ---------------------------- James E. Rohr 7 8 /s/ Johanna G. O'Loughlin* Director - ---------------------------- David S. Shapira /s/ Johanna G. O'Loughlin* Director - ---------------------------- Michael Talbert *By: /s/ Johanna G. O'Loughlin ------------------------------ Johanna G. O'Loughlin Attorney-in-Fact 8 9 EXHIBIT INDEX
Exhibit No. Description Method of Filing - ----------- ----------- ---------------- 4.1 Equitable Resources, Inc. Deferred Incorporated by reference from Exhibit 10.16 to Compensation Plan. the Company's Annual Report on Form 10-K for the year ended December 31, 1995. 4.2 Equitable Resources, Inc. Directors' Incorporated by reference from Exhibit 10.4 to Deferred Compensation Plan. the Company's report on Form 10-Q for the quarter ended September 30, 1999. 5.1 Opinion of Johanna G. O'Loughlin as to Filed herewith. the legality of the Equitable Resources, Inc. Common Stock and Deferred Compensation Obligations. 23.1 Consent of Johanna G. O'Loughlin. See Exhibit 5.1 hereof. 23.2 Consent of Ernst & Young, LLP, Filed herewith. Independent Auditors. 24.1 Power of Attorney. Filed herewith.
9 EX-5.1 2 OPINION OF JOHANNA G. O'LOUGHLIN 1 Exhibit No. 5.1 Opinion of Johanna G. O'Loughlin March 13, 2000 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Equitable Resources, Inc. Registration Statement on Form S-8 ---------------------------------- Ladies and Gentlemen: I am the General Counsel of Equitable Resources, Inc., a Pennsylvania corporation ("Equitable"). In that capacity, I have reviewed the Registration Statement on Form S-8 (the "Registration Statement") filed under the Securities Act of 1933, as amended, relating to the registration of $5,000,000 of Deferred Compensation Obligations, payable in the future to participants in and in accordance with the terms of the Equitable Resources, Inc. Deferred Compensation Plan and the Equitable Resources, Inc. Directors' Deferred Compensation Plan (collectively, the "Plans"), and 500,000 shares of Equitable Common Stock, no par value (the "Shares"), that may be issued in satisfaction of the Deferred Compensation Obligations under the Plans. In that connection, I have examined such documents, corporate records and other instruments as I have deemed necessary or appropriate for purposes of this opinion, including the Articles of Incorporation, as amended, and the By-laws of Equitable (as amended and restated). In the examination of such documents, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals and the conformity to those original documents of all documents submitted to me as certified or photostatic copies. Based upon the foregoing, I am of the opinion that the Deferred Compensation Obligations and Shares being registered, when sold or issued in accordance with the provisions of said Plans, in accordance with Pennsylvania law and upon payment of the consideration for such obligations as contemplated by said Plans, (i) such Deferred Compensation Obligations will be validly and legally binding obligations of Equitable in accordance with and subject to the terms of the Plans, and (ii) such shares will be validly issued, fully paid and non-assessable. I hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the referral to my name as in the Registration Statement and related prospectus. Very truly yours, /s/ Johanna G. O'Loughlin --------------------------------------------- Johanna G. O'Loughlin Vice President, General Counsel and Secretary 10 EX-23.2 3 CONSENT OF INDEPENDENT AUDITORS 1 Exhibit No. 23.2 Consent of Independent Auditors The Board of Directors Equitable Resources, Inc.: We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Equitable Resources, Inc. Deferred Compensation Plan and the Equitable Resources, Inc. Directors' Deferred Compensation Plan of our report dated February 25, 1999, with respect to the consolidated financial statements and schedule of Equitable Resources, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1998 filed with the Securities and Exchange Commission. /S/ Ernst & Young, LLP Pittsburgh, Pennsylvania Date: March 13, 2000 --------------- 11 EX-24.1 4 POWER OF ATTORNEY 1 Exhibit No. 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned director and/or officer of Equitable Resources, Inc. (the "Company") hereby constitutes and appoints Murry S. Gerber, David Porges and Johanna G. O'Loughlin, and each of them, the undersigned's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each, for the undersigned in his or her name, place and stead, in any and all capacities (including the undersigned's capacity as a director and/or officer of the Company), granting unto said attorneys in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing and to execute any and all instruments which said attorneys-in-fact and agents, or any of them, may deem necessary or advisable or which may be required to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations or requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Act of the common stock and participation interests to be offered and sold in accordance with the Equitable Resources, Inc. Directors' Deferred Compensation Plan and the Equitable Resources, Inc. Deferred Compensation Plan, as fully to all intents and purposes as the undersigned might or could do in person, including specifically, but without limiting the generality of the foregoing, the power and authority to sign the name of the undersigned in the capacity of director and/or officer of the Company to any registration statement to be filed with the Securities and Exchange Commission in respect of said Plan, to any and all amendments and supplements to any such registration statements, including post-effective amendments thereto, and to any instruments or documents filed as part of or in connection with any such registration statements or amendments or supplements thereto, and to file such documents with the Securities and Exchange Commission; and to do any and all acts and things and to execute any and all instruments that said attorneys and agents and each of them may deem necessary or desirable to enable the Company to comply with the Securities Exchange Act of 1934, as amended, and any requirements of the Securities and Exchange Commission thereunder, including specifically, but without limiting the generality of foregoing, power and authority to sign the name of the undersigned director and/or officer in such capacity, to any application, report, instrument, certificate, form or other document, and any and all supplements and amendments thereto, to be filed on behalf of said Company with the Securities and Exchange Commission; and the undersigned hereby ratifies and confirms all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents on the date set forth opposite his or her name below. SIGNATURE TITLE /s/ Murry S. Gerber President, Chief Executive Officer - ------------------------ and Director Murry S. Gerber /s/ David L. Porges Executive Vice President and - ------------------------ Chief Financial Officer David L. Porges /s/ John Bergonzi Corporate Controller and Assistant Treasurer - ------------------------ (Chief Accounting Officer) John Bergonzi /s/ Paul Christiano Director - ------------------------ Paul Christiano /s/ Phyllis A. Domm Director - ------------------------ Phyllis A. Domm /s/ Lawrence Keyes, Jr. Director - ------------------------ Lawrence Keyes, Jr. 12 2 /s/ Thomas McConomy Director - ------------------------ Thomas McConomy /s/ Donald I. Moritz Director - ------------------------ Donald I. Moritz /s/ Guy W. Nichols Director - ------------------------ Guy W. Nichols /s/ Malcolm M. Prine Director - ------------------------ Malcolm M. Prine /s/ James E. Rohr Director - ------------------------ James E. Rohr /s/ David S. Shapira Director - ------------------------ David S. Shapira /s/ Michael Talbert Director - ------------------------ Michael Talbert 13 -----END PRIVACY-ENHANCED MESSAGE-----