-----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, FhcVVHJW5xm+AvuHChT1YwgV67we/YN89A/Grb1s9mpDpfA/etfNdYmDMKHaryXS SFaifESBEbf6BmbU4VEZjg== 0000950128-00-000546.txt : 20000321 0000950128-00-000546.hdr.sgml : 20000321 ACCESSION NUMBER: 0000950128-00-000546 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000320 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: DEF 14A SEC ACT: SEC FILE NUMBER: 001-03551 FILM NUMBER: 573968 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 DEF 14A 1 EQUITABLE RESOURCES, INC. 1 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 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 Rule 14a-11(c) or Rule 14a-12 Equitable Resources, Inc. --------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) N/A - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: ------------------------------------------------------------ 2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------ 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): ------------------------------------------------------------ 4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------ 5) Total fee paid: ------------------------------------------------------------ [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: ------------------------------------------------------------ 2) Form, Schedule or Registration Statement No.: ------------------------------------------------------------ 3) Filing Party: ------------------------------------------------------------ 4) Date Filed: ------------------------------------------------------------
2 Equitable Logo One Oxford Centre Suite 3300 Pittsburgh, PA 15219 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 17, 2000 NOTICE IS HEREBY GIVEN THAT the Annual Meeting of Shareholders of Equitable Resources, Inc. will be held on Wednesday, May 17, 2000, at 10 a.m., Eastern Daylight Time, in the Union Trust Building at Two Mellon Bank Center, 10th Floor, 501 Grant Street, Pittsburgh, Pennsylvania, for the following purposes: (1) To elect three directors, each to serve for a term of three years. (2) To ratify the appointment of the firm of Ernst & Young LLP as independent auditors for the year 2000. (3) To transact such other business as may properly come before the meeting or any adjournment thereof. In accordance with the By-Laws, the Board of Directors has fixed the close of business on March 8, 2000, as the record date for determining shareholders entitled to notice of, and to vote at, the meeting or any adjournment thereof. If you plan to attend the meeting, please complete and return the form which is attached to the proxy card. An admission card will be mailed to you prior to the meeting. Presentation of the admission card upon arrival will expedite registration. By Order of the Board of Directors /s/ Johanna G. O'Loughlin JOHANNA G. O'LOUGHLIN Vice President, General Counsel and Secretary March 30, 2000 YOUR VOTE IS IMPORTANT. PLEASE SIGN, DATE AND PROMPTLY MAIL THE ENCLOSED PROXY AS SOON AS POSSIBLE 3 PROXY STATEMENT This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors of Equitable Resources, Inc., a Pennsylvania corporation (the "Company" or "Equitable") for use at the Annual Meeting of Shareholders of the Company on Wednesday, May 17, 2000, and at any adjournment thereof. Any proxy given pursuant to this solicitation may be revoked at any time by written or oral notice to the Corporate Secretary prior to exercise of the proxy. The shares represented by the proxy will be voted in accordance with the specification made. Proxies submitted with abstentions and broker non-votes will be included in determining whether or not a quorum is present. Abstentions and broker non-votes will not be counted in tabulating the number of votes cast on proposals presented to shareholders. This proxy statement and accompanying proxy will be mailed to holders of common stock on or about March 30, 2000. VOTING SECURITIES AND RECORD DATE Shareholders of record at the close of business on March 8, 2000, are entitled to notice of and to vote at the Annual Meeting. As of that date, 4,431,276 shares of common stock were outstanding and entitled to be voted. Treasury shares are not included in the total. Record holders are entitled to one vote for each share held on all matters to be voted upon at the Annual Meeting and have cumulative voting rights for the election of directors. If a shareholder is a participant in the Company's Dividend Reinvestment and Stock Purchase Plan, the proxy card represents the number of shares in the participant's dividend reinvestment account on the record date, as well as shares registered in the participant's name. Employees holding Company stock in the Employee Savings Plan, the Employee Savings and Protection Plan, the Employee Stock Purchase Plan, and/or as restricted shares under the Company's Long-Term Incentive Plans will receive separate proxy cards and their votes will be cast by the Trustee or Administrator of said plans, in accordance with the instructions on the returned proxy cards. Except as set forth below, the Company does not know of any holder who has or shares voting or investment power over more than 5% of the Company's common stock.
SHARES PERCENT OF BENEFICIALLY COMMON STOCK NAME AND ADDRESS OWNED OUTSTANDING ---------------- ------------ ------------ Wellington Management Company, LLP 75 State Street Boston, MA 02109 3,691,900(1) 11.18% The Prudential Insurance Company of America 751 Broad Street Newark, NJ 07102-3777 1,984,500(2) 6.01% Capital Research and Management Company 333 South Hope Street Los Angeles, CA 90071 1,697,500(3) 5.1%
- ------------------------------- (1) This information is based on a Schedule 13G for the year ended December 31, 1999, filed with the Securities and Exchange Commission, reporting that Wellington Management Company, LLP has shared voting power over 607,500 shares, shared dispositive power over 3,691,900 shares and has sole voting and dispositive power over 0 shares. (2) This information is based on a Schedule 13G for the year ended December 31, 1999, filed with the Securities and Exchange Commission, reporting that The Prudential Insurance Company of America has sole voting and dispositive power over 400 shares and shared voting and dispositive power over 1,984,100 shares. 1 4 (3) This information is based on a Schedule 13G for the year ended December 31, 1999, filed with the Securities and Exchange Commission, reporting that Capital Research and Management Company has sole voting or shared voting power over 0 shares and sole dispositive power over 1,697,500 shares. As of January 31, 2000, all nominees, directors and officers as a group beneficially owned 514,229 shares representing approximately 1.4% of the Company's outstanding common stock. No nominee, director or named executive officer owned more than 1% of such shares. In computing the percentage ownership for each individual and all nominees, directors and officers as a group, the shares subject to acquisition within 60 days after January 31, 2000, by the particular individual and group are deemed outstanding. ITEM NO. 1 ELECTION OF DIRECTORS Pursuant to the Company's Articles, the Board of Directors is divided into three classes and the term of one class expires each year. The terms of E. Lawrence Keyes, Jr., Thomas A. McConomy, Guy W. Nichols and Malcolm M. Prine as Directors expire at the Annual Meeting. Guy W. Nichols has reached the mandatory retirement age and therefore is not eligible to stand for re-election. With Guy W. Nichols' retirement, the Board of Directors has chosen to reduce the number of directors from 11 to 10. At the Annual Meeting, three nominees, E. Lawrence Keyes, Jr., Thomas A. McConomy and Malcolm M. Prine, will stand for election. All nominees were previously elected by the shareholders. To be eligible for election as directors, persons nominated other than by the Board of Directors must be nominated in accordance with the procedures set forth in the By-Laws. Record holders of common stock have cumulative voting rights with respect to the election of directors. Cumulative voting entitles each record shareholder to as many votes as shall equal the number of whole shares held by such shareholder multiplied by the number of directors to be elected, and each such shareholder may cast all of such votes for a single nominee or may distribute them among any two or more nominees as such shareholder sees fit. The nominees receiving the highest number of votes are elected. Unless authority to do so is withheld by the shareholder, it is intended that the proxies solicited by the Board of Directors will be voted for the nominees named. Unless otherwise indicated on the proxy by the shareholder, 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. The effect of cumulation and voting in accordance with this discretionary authority may be to offset the effect of a shareholder's having withheld authority to vote for individual nominees because the persons named as proxies will be able to allocate the votes of shareholders who have not withheld authority to vote in any manner they determine among the nominees. If any of the nominees becomes unavailable for election for any reason, the persons named as proxies in the accompanying proxy intend to vote for such substitute nominees as the Board may propose, unless the Board adopts a resolution reducing the number of directors. The information set forth below is given as of January 31, 2000. Each nominee for election at this meeting and each director continuing in office has had the same principal occupation during the past five years unless otherwise indicated. Each individual has sole voting power and sole investment power with respect to the shares shown, except as indicated in the footnotes below. 2 5 CLASS I NOMINEES FOR ELECTION AS DIRECTORS WITH TERMS EXPIRING IN 2003 E. Lawrence Keyes Photo E. LAWRENCE KEYES, JR. AGE 70 DIRECTOR SINCE MAY 1988 Partner, The Fortune Group, LLC (management consulting and investment banking firm) since January 1987. Chairman of the Compensation Committee. Shares owned: 2,200 Thomas A. McConomy Photo THOMAS A. MCCONOMY AGE 66 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; President and Chief Executive Officer, Calgon Carbon Corporation, April 1985 through June 1994. Chairman of the Corporate Governance Committee and a member of the Compensation Committee. Shares owned: 2,200 (a) Malcolm M. Prine Photo MALCOLM M. PRINE AGE 71 DIRECTOR SINCE MAY 1982 Chairman of the Board, Core Materials Corp. (manufacturer of plastics moulding) since January 1997; President, Malcar, Inc. (housing business) since January 1990; Chairman and Chief Executive Officer, Bundy Industries, Inc. December 1989 through August 1995. Chairman of the Audit Committee and a member of the Corporate Governance and Executive Committees. Shares owned: 2,896 3 6 CLASS II DIRECTORS WITH TERMS EXPIRING IN 2001 Paul Christiano Photo PAUL CHRISTIANO, PH. D. AGE 57 DIRECTOR SINCE MAY 1996 Provost, Carnegie Mellon University (private co-educational research university) since July 1991. Member of the Audit and Corporate Governance Committees. Shares Owned: 750 Murry S. Gerber Photo MURRY S. GERBER AGE 47 DIRECTOR SINCE MAY 1998 President and Chief Executive Officer of the Company since June 1998; Chief Executive Officer, Coral Energy, L.P. (energy marketing and services), November 1995 through May 1998; Treasurer, Shell Oil Company, October 1994 through October 1996. Also a director of BlackRock, Inc. since February 2000. Member of the Executive Committee. Shares owned: 181,724 (a) (b) (c) (d) Donald I. Moritz Photo DONALD I. MORITZ AGE 72 DIRECTOR SINCE JUNE 1972 Retired Chairman and Chief Executive Officer of the Company; Interim President and Chief Executive Officer of the Company, July 1997 through May 1998; Chairman and Chief Executive Officer of the Company, December 1993 until retirement in December 1994. Member of the Executive Committee and Corporate Governance Committees. Shares owned: 88,792 (a) (e) J. Michael Talbert Photo J. MICHAEL TALBERT AGE 53 DIRECTOR SINCE MAY 1995 President and Chief Executive Officer and Director of Transocean Sedco Forex Inc., (an owner and operator of mobile offshore drilling rigs) since December 1999; Chairman and Chief Executive Officer, Transocean Offshore, Inc. (a predecessor of Transocean Sedco Forex Inc.), September 1994 through December 1999. Member of the Compensation, Corporate Governance and Executive Committees. Shares owned: 1,500 4 7 CLASS III DIRECTORS WITH TERMS EXPIRING IN 2002 Phyllis A. Domm Photo PHYLLIS A. DOMM, ED. D. AGE 53 DIRECTOR SINCE MAY 1996 Vice President -- Human Resources, MedStar Health (health care services) since March 1998; 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; Vice President -- Human Resources, Inova Health System, October 1992 through March 1995. Member of the Audit and Compensation Committees. Shares Owned: 1,471 James E. Rohr Photo JAMES E. ROHR AGE 51 DIRECTOR SINCE MAY 1996 President and Chief Operating Officer of PNC Financial Services Group, Inc. (financial services) since April 1998; President of PNC Bank Corp., January 1992 through March 1998; President and Chief Operating Officer, PNC Bank, N.A. since April 1988. Also a director of Allegheny Technologies, Inc., Water Pik Technologies, Inc. and PNC Financial Services Group, Inc. (f) Chairman of the Executive Committee and a member of the Compensation Committee. Shares Owned: 8,500 David S. Shapira Photo DAVID S. SHAPIRA AGE 58 DIRECTOR SINCE MAY 1987 Chairman and Chief Executive Officer, Giant Eagle, Inc. (retail grocery store chain) since February 1994; Chairman of the Board, Phar-Mor, Inc. (retail chain of general merchandise and variety stores), February 1993 to September 1995. Also a director of Mellon Bank Corporation. Member of the Audit and Executive Committees. Shares owned: 2,575 (g) 5 8 ALL NOMINEES, DIRECTORS AND OFFICERS (INCLUDING THOSE NAMED ABOVE) 514,229 SHARES (A)(B)(C)(D)(E)(G) (a) Includes shares held jointly with spouse as to which voting power and investment power are shared. (b) Includes shares allocated under the Company's Employee Savings Plan: Mr. Gerber, 1,128 shares; all officers, 7,451 shares. (c) Includes shares allocated under the Company's Employee Stock Purchase Plan: Mr. Gerber, 2,693 shares; all officers, 7,727 shares. (d) Includes 5,000 stock awards which vest on May 4, 2000. (e) Does not include 1,350 shares owned by Mr. Moritz's wife as to which he disclaims beneficial ownership. (f) 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 the retiring Thomas O'Brien as Chief Executive Officer of PNC Financial Services Group, Inc. on May 1, 2000 and as Chairman of the Board of Directors on May 1, 2001. (g) 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. 6 9 BOARD OF DIRECTORS AND ITS COMMITTEES The Board of Directors held seven regular meetings and one special meeting during 1999. The standing committees of the Board are the Audit, Compensation, Corporate Governance and Executive Committees. During 1999, attendance of the directors at Board and Committee meetings averaged 94%. The AUDIT COMMITTEE consists of five non-employee directors. It reviews the annual financial statements of the Company, examines and considers the scope and adequacy of audits performed by the independent auditors and the Company's internal auditing function, as well as other financial affairs of the Company; recommends to the Board of Directors an independent auditing firm to audit the Company's financial statements; reviews the adequacy of internal controls and management's implementation of recommendations made by the independent auditors and by the auditors performing the internal audit function; and approves fees charged by the independent auditors. It also reviews environmental matters, audits and compliance programs and monitors the overall environmental strategy of the Company. The Committee held four meetings in 1999. The COMPENSATION COMMITTEE consists of five non-employee directors. It reviews the base salaries of all executive officers and makes recommendations to the Board of Directors for its approval. It also administers the Short-Term Incentive Compensation Plan, the Long-Term Incentive Plan and the Non-Employee Directors' Stock Incentive Plan. It addresses and approves any other compensation and benefits issues which apply to the officers of the Company. The Committee held nine meetings in 1999. The CORPORATE GOVERNANCE COMMITTEE consists of five non-employee directors. The Committee is responsible for recommending to the Board of Directors persons to be nominated for election as directors of the Company and monitoring and recommending enhancements to the Company's corporate governance framework, particularly with respect to the structure, processes, and proceedings of the Board of Directors. In performing the nominating function, the Committee attempts to locate candidates for Board membership who have attained a prominent position in their field of endeavor and whose backgrounds indicate that they have broad knowledge and experience and the ability to exercise sound business judgment. The Committee will consider nominees recommended by shareholders. Any such recommendation, together with the nominee's qualifications and consent to be considered as a nominee, should be sent to the Corporate Secretary. The Committee is also responsible for recommending the level of compensation and other fringe benefits for the Directors. The Committee is also charged with establishing goals for the Chief Executive Officer and for evaluating performance against those goals. The Committee held four meetings in 1999. The EXECUTIVE COMMITTEE consists of five non-employee directors and Murry S. Gerber, President and Chief Executive Officer. The Committee 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. The Committee held four meetings in 1999. DIRECTORS' COMPENSATION AND RETIREMENT PROGRAM Directors of the Company receive (i) an annual retainer of $24,000 payable quarterly; (ii) a fee of $1,000 for each Board meeting attended; (iii) a fee of $1,000 for each Committee meeting attended; (iv) a fee of $500 for telephonic participation in a meeting; (v) a stock option award; and (vi) life and travel accident insurance. Under a deferred compensation plan for non-employee directors, meeting fees may be deferred until termination of services as a director or such earlier time as the director may elect. In May of 1999, the total compensation received by directors was reviewed by an external compensation consultant. The retainer and meeting fees were found to be competitive. The stock ownership opportunities were found to be below market. To make the total compensation mix received by the directors more competitive, the directors approved a curtailment of the prior retirement benefit 7 10 plan and provided for increased stock option awards each year. The curtailment of the retirement plan provided for a conversion of the directors' accrued benefit to stock-based units which are valued using Equitable's stock price. Dividend values are also applied. The total number of stock-based units created in the conversion was 38,740 at a value of approximately $1,200,000. The stock-based units are available to the directors in cash once they retire from the board, but are forfeited if they die in office or retire with less than five (5) years of service. In May of 1999, the shareholders approved the 1999 Non-Employee Directors' Stock Incentive Plan. Under the new plan, directors may receive stock option awards each year. On May 26, 1999, each director received an award of 4,500 stock options at the market price on the date of grant which was $30.63. These options vest after twelve (12) months and have a ten year exercise term. The number of options awarded in future years will be based on competitive practices as determined by a nationally recognized external consultant. Under the previous 1994 Non-Employee Directors' Stock Incentive Plan, no options could be granted after June 2, 1998. In recognition of services rendered by non-employee directors (excluding directors who were former employees) and in furtherance of the Company's community objectives, the Company uses a life insurance program to fund contributions to qualified organizations upon the death of a director. Where possible, policies are written on two directors' lives, with $500,000 payable at each death. The program restricts bequests to civic, charitable and educational organizations with emphasis on those in the Company's operating/service areas. This benefit was discontinued on May 25, 1999 for directors joining the board after that date. The Company also provides non-employee directors with $20,000 of life insurance, $20,000 of accidental death and dismemberment insurance and $100,000 of travel accident insurance while traveling on Company business. 8 11 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934 requires the Company's directors and executive officers and any persons who own more than ten percent of the Company's common stock to file with the Securities and Exchange Commission and the New York Stock Exchange various reports as to ownership of such common stock. Such persons are required by Securities and Exchange Commission regulations to furnish the Company with copies of all Section 16(a) forms they file. Based solely on information provided to the Company by individual officers and directors, the Company believes that during 1999 its officers and directors have timely complied with all filing requirements applicable to them. EXECUTIVE COMPENSATION The following table sets forth information concerning the compensation of the Company's chief executive officer and each of the other four most highly compensated executive officers of the Company at the end of the last completed fiscal year, as well as the compensation of John C. Gongas, Jr. who retired from the Company in December 1999 but otherwise would have been one of the four most highly compensated executive officers. SUMMARY COMPENSATION TABLE
- --------------------------------------------------------------------------------------------------------------------- ANNUAL COMPENSATION LONG-TERM COMPENSATION - --------------------------------------------------------------------------------------------------------------------- AWARDS - --------------------------------------------------------------------------------------------------------------------- OTHER RESTRICTED SECURITIES ANNUAL STOCK UNDERLYING ALL OTHER SALARY BONUS COMPENSATION AWARD(S) OPTIONS/SARS COMPENSATION NAME AND PRINCIPAL POSITION YEAR ($) ($)(1) ($) ($)(2) # ($)(3) - --------------------------------------------------------------------------------------------------------------------- MURRY S. GERBER 1999 500,000 900,000 0 1,835,625 150,000/0 44,714 Director, President and 1998 291,681 300,000 0 436,785 210,000/0 20,417 Chief Executive Officer 1997 - --------------------------------------------------------------------------------------------------------------------- GEORGE P. SAKELLARIS (5) 1999 270,000 163,000 0 0 50,000/0 15,839 Senior Vice President 1998 258,305 72,546 0 0 34,000/0 16,908 1997 122,962 - --------------------------------------------------------------------------------------------------------------------- DAVID L. PORGES (6) 1999 270,000 457,000 0 967,875 80,000/0 24,240 Senior Vice President and 1998 135,000 175,000 0 291,250 94,000/0 5,400 Chief Financial Officer 1997 - --------------------------------------------------------------------------------------------------------------------- JOHN C. GONGAS, JR. 1999 213,900 75,000 0 0 0/0 424,202(4) Senior Vice President 1998 252,125 0 0 0 34,000/0 19,766 1997 220,810 160,000 0 170,340 0/0 27,117 - --------------------------------------------------------------------------------------------------------------------- GREGORY R. SPENCER 1999 205,000 243,000 0 367,125 50,000/0 17,580 Senior Vice President and 1998 193,791 0 0 0 20,000/0 14,040 Chief Administrative 1997 172,894 110,000 0 133,579 0/0 18,585 Officer - --------------------------------------------------------------------------------------------------------------------- JOHANNA G. O'LOUGHLIN 1999 190,000 230,000 0 0 20,000/0 16,858 Vice President, General 1998 176,127 0 0 0 23,000/0 12,220 Counsel and Secretary 1997 153,444 60,000 0 132,762 8,000/0 18,893 - ---------------------------------------------------------------------------------------------------------------------
- ------------------------------- (1) By Company policy officers are required to defer twenty percent (20%) of their bonus into the Equitable Resources, Inc. Employee Deferred Compensation Plan (the "Deferred Compensation Plan"). The required deferral is invested in Equitable Resources stock which vests in equal increments in January 2001 and January 2002. In addition to the mandatory twenty percent (20%) deferral, Mr. Gerber has elected to defer an additional $489,210 and Mr. Porges has elected to defer his entire bonus into the Deferred Compensation Plan. These additional deferrals and the 25% Company match applicable to them are also invested in Equitable Resources stock. 9 12 (2) A restricted stock award for 55,000 shares of the Company's common stock was granted to Mr. Gerber on May 25, 1999. The stock award vests after three (3) years. The value of this award at December 31, 1999 was $1,835,625. A restricted stock award for 29,000 shares of the Company's common stock was granted to Mr. Porges on May 25, 1999. The stock award vests after three (3) years. The value of this award at December 31, 1999 was $967,875. A restricted stock award for 11,000 shares of the Company's common stock was granted to Mr. Spencer on May 25, 1999. The stock award vests after three (3) years. The value of this award at December 31, 1999 was $367,125. (3) Includes the term insurance benefit for split-dollar life insurance policies, matching contributions 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 $ 0 $11,600 $33,114 George P. Sakellaris 0 4,000 11,839 David L. Porges 121 11,600 12,519 John C. Gongas, Jr. 45 12,933 6,224 Gregory R. Spencer 26 14,600 2,954 Johanna G. O'Loughlin 0 13,350 3,508
(4) John C. Gongas, Jr. retired from the Company effective December 1, 1999. His employment agreement with the Company provided for a lump sum payment of $135,000 and twelve (12) payments totaling $270,000 throughout the year 2000. The employment agreement provides non-competition provisions through November 30, 2000. (5) George P. Sakellaris resigned as an officer of the Company on January 19, 2000. (6) David L. Porges was promoted to Executive Vice President and Chief Financial Officer on February 1, 2000. OPTIONS/SAR GRANTS IN 1999
INDIVIDUAL GRANTS ----------------- POTENTIAL REALIZABLE % OF TOTAL VALUE AT ASSUMED OPTIONS/SARS ANNUAL RATES OF STOCK OPTIONS/ GRANTED TO EXERCISE OR PRICE APPRECIATION FOR SARS EMPLOYEES BASE PRICE EXPIRATION THE OPTION TERM(3) NAME GRANTED(1) IN 1999 PER SHARE DATE(2) 5% 10% ---- ---------- ------- --------- ------- -- --- Murry S. Gerber 75,000 7.14 $30.1563 2009 $1,410,926 $3,586,356 Murry S. Gerber 75,000 7.14 30.0625 2009 1,417,961 3,593,391 David L. Porges 40,000 3.81 30.1563 2009 752,494 1,912,723 David L. Porges 40,000 3.81 30.0625 2009 756,246 1,916,475 George P. Sakellaris 25,000(4) 2.38 30.1563 2009 35,233 72,811 George P. Sakellaris 25,000(4) 2.38 30.0625 2009 37,578 75,156 Gregory R. Spencer 25,000 2.38 30.1563 2009 470,309 1,195,452 Gregory R. Spencer 25,000 2.38 30.0625 2009 472,654 1,197,797 Johanna G. O'Loughlin 10,000 0.95 30.1563 2009 188,123 478,181 Johanna G. O'Loughlin 10,000 0.95 30.0625 2009 189,061 479,119
10 13 - ------------------------------- (1) There were no SARs granted. (2) These options vest equally over a three-year period beginning May 25, 2000, and have an exercise period of ten years from the award date. (3) The option values presented were calculated based on the share price as of the date of grant at assumed 5% and 10% annualized rates of appreciation for the term of the grant. The actual value, if any, that an optionee may realize upon exercise will depend on the excess of the market price of the common stock over the option exercise price on the date the option is exercised. There is no assurance that the actual value realized by an optionee upon the exercise of an option will be at or near the value estimated under the model described above. (4) All options were forfeited upon Mr. Sakellaris' resignation from the Company on January 19, 2000. AGGREGATED OPTION/SAR EXERCISES IN 1999 AND YEAR-END 1999 OPTION VALUES
NUMBER OF VALUE OF UNEXERCISED UNEXERCISED IN-THE-MONEY OPTIONS/SARS AT OPTIONS/SARS AT YEAR END 1999 YEAR-END 1999 SHARES (#) ($)(1) ACQUIRED ON VALUE --------------- -------------------- EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/ NAME (#) ($) UNEXERCISABLE UNEXERCISABLE ---- ----------- -------- ------------- ------------- Murry S. Gerber 0 0 110,000/250,000 334,150/520,340 George P. Sakellaris 0 0 34,000/50,000(2) 180,710/163,280 David L. Porges 0 0 54,000/120,000 253,810/407,448 Gregory R. Spencer 0 0 20,000/ 50,000 106,300/163,280 John C. Gongas, Jr. 34,000 $244,460 0/0 0 Johanna G. O'Loughlin 0 0 23,000/20,000 122,245/65,312
- ------------------------------- (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 1999 for the named executive officers. The last reported sale price of the Company's common stock on the New York Stock Exchange on December 31, 1999 was $33.375 per share. (2) Mr. Sakellaris exercised the 34,000 vested options on January 19, 2000 at a price of $28.06 per share immediately prior to his resignation. The value realized on the exercise of the 34,000 options was $254,024. The remaining 50,000 options that were not yet vested were forfeited upon Mr. Sakellaris' resignation. LONG-TERM INCENTIVE PLANS - AWARDS IN 1999 No new awards were granted in 1999 under the Company's 1998 Breakthrough Long-Term Incentive Plan. 11 14 SHAREOWNER RETURN PERFORMANCE PRESENTATION The following graph compares the five-year cumulative total return on the Company's common stock with the cumulative total return of the S&P 500 Index, the Value Line Investment Survey -- Natural Gas (Diversified) Industry Group and a self-constructed peer group consisting of companies whose principle businesses are gas exploration and production and natural gas distribution. The graph assumes a $100 investment made on December 31, 1994 and the reinvestment of all dividends.
EQUITABLE VALUE LINE PEER RESOURCES, INC. NEW PEER GROUP GROUP S & P 500 --------------- -------------- --------------- --------- '1994' 100.00 100.00 100.00 100.00 '1995' 120.05 141.13 135.44 137.58 '1996' 119.02 185.89 172.50 169.17 '1997' 147.09 239.09 194.94 225.61 '1998' 126.20 211.14 193.36 290.09 '1999' 150.20 204.41 243.03 351.13
1994 1995 1996 1997 1998 1999 Equitable Resources, Inc. 100.00 120.05 119.02 147.09 126.20 150.20 New Peer Group(1) 100.00 141.13 185.89 239.09 211.14 204.41 Value Line Peer Group(1 ) 100.00 135.44 172.50 194.94 193.36 243.03 S&P 500 100.00 137.58 169.17 225.61 290.09 351.13
- ------------------------------- (1) In future years, the Company shall use a new self-constructed peer group consisting of Columbia Energy Group, Energen, Keyspan, KNEnergy, MCN, National Fuel Gas, Oneok, Questar and Southwestern Energy rather than the Value Line Peer Group consisting of Cabot Oil & Gas, Coastal Corp, Columbia Energy Group, Consolidated Natural Gas, Devon Energy Corp, Dynegy, Eastern Enterprises, El Paso Energy Corp, Enron Corp, Kinder Morgan, Mitchell Energy & Dev Corp, National Fuel Gas, Ocean Energy, Questar Corp, Southwestern Energy, Union Pacific Resources Group, Vintage Pete and Williams Companies. The reason for this change is the belief that the businesses operated by the self-constructed peer group more closely reflect the businesses engaged in by the Company. 12 15 COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION Compensation for the executive officers of the Company is administered under the direction of the Compensation Committee of the Board (the "Committee") which currently consists of five independent directors. There are no "Compensation Committee Interlocks" or "Insider Participation" which the Securities and Exchange Commission regulations would require to be disclosed in this proxy statement. The Committee submits its recommendations for executive base salary changes to the full Board of Directors. All other components of executive compensation are acted upon by the Committee and those actions taken are reported to the Board of Directors. The Committee oversees all compensation arrangements applicable to the executive officers including base salaries, benefits, short-term annual incentives, long-term stock based awards and perquisites. The following is the Compensation Committee's report, in its role as overseer of the Company's executive pay programs, on 1999 compensation practices for the executive officers of the Company. COMPENSATION POLICIES ATTRIBUTABLE TO EXECUTIVE OFFICERS Equitable Resources is an integrated energy company, with emphasis on Appalachian area natural gas production; natural gas transmission, distribution and storage; and leading-edge energy management services for customers throughout the United States. The Company also has exploration and production interests in the Gulf of Mexico and energy management projects in selected international markets. A major portion of the Company's storage, transportation and distribution of natural gas is subject to rate regulation by federal and state authorities. The Company's compensation arrangements are designed to meet the requirements of each of these business segments in terms of their unique business and human resource needs and goals, while reinforcing the Company's ultimate objective of creating value for shareholders. In order to attract, motivate, and retain talented executives, the Company's compensation policy considers the skills, talents, and experience necessary for the successful operation and growth of each major business segment, as well as the unique risk characteristics of each segment. To support the Company's financial performance and shareholder value enhancement objectives, incentive arrangements that focus on achievement of key annual business objectives and the creation of long-term value are in place for the Company's executives. The Compensation Committee adheres to an executive compensation strategy as the framework for managing the compensation program for executive officers which includes the following objectives and guidelines: -- To establish base salaries at approximately the 50th percentile and, for outstanding performance, potential total cash compensation at the 75th percentile of two comparison groups (peer group and general industry companies of similar revenue size). Competitive practices are determined using independent industry surveys provided by compensation consultants and publicly available compensation information from peer companies. -- To link short-term bonus compensation opportunities to the overall performance of the Company and to the individual contribution of each executive. Short-term (annual) incentives are funded when pre-established earnings and operational goals are attained. Awards are distributed to bonus plan participants based on achievement of corporate, business segment and individual performance goals identified annually. -- To provide long-term award programs that encourage share ownership by management, reinforce value creation imperatives, align management's interest with shareholder interests and help assure retention of key executive contributors. The Compensation Committee believes that stock ownership by management is a crucial tool for focusing management on the enhancement of the Company's shareholder value. Thus, the Committee 13 16 views stock options and other equity-related arrangements as a key element of the executive compensation program. BASE SALARIES The executive salary structure is based upon studies prepared by independent compensation consultants, primarily using salary surveys of peer group companies. This survey data is supplemented by data from the gas utility and oil/gas exploration and production industries, as well as cross-industry data. The base salary levels are generally targeted at the 50th percentile of the combined survey group. Individual salary increases are based primarily upon individual performance, taking into account competitive salaries. Factors included in salary increases are company performance, achievement of strategic and operational initiatives and personal goals and objectives. General economic conditions and marketplace compensation trends are also considered. Independent compensation consultants assist in the evaluation of the marketplace compensation trends. In May of 1999, the officers proposed and the Compensation Committee approved a plan to hold officer salaries at the current level throughout 1999 in exchange for receiving the value of their salary increases in additional stock option awards. The next salary review for officers will be in May of 2000. ANNUAL INCENTIVES The Company's Short-Term Incentive Compensation Plan (the "Plan") is structured so that cash bonus payments are made when the Company has met pre-established Board-approved net income and competitive return on total capital goals. Once the thresholds have been met, a bonus pool is funded based on pre-established targets for each participant subject to approval by the Compensation Committee. Awards are based on market competitive bonus targets, individual performance and size of the bonus pool. Participants have individual performance goals established for their position which include financial goals, strategic initiatives, operational and organizational objectives, human resource management goals and environmental management goals, as appropriate. An individual's participation in the bonus pool can be adjusted based on individual performance up to a maximum of 150% of the participant's pool share and down to a minimum of 0% (no award payout). The Committee approved the method of determining the 1999 goals for the executive officers of the Company, their bonus targets and the 1999 performance measures for the Company and each business segment. It also set and approved the funding levels for the Plan. In addition, the Committee approved individual bonus awards to Company officers and other headquarters personnel. Mr. Gerber was given a targeted bonus of 60% of his annual base salary. Messrs. Porges, Sakellaris, Spencer, and Ms. O'Loughlin had annual incentive targets ranging from 40% to 60% of their base salary. LONG-TERM INCENTIVES The Company utilizes stock options and restricted stock to reinforce its shareholder value creation imperatives, executive retention goals, and to support management ownership as an effective means of aligning management with shareholder interests. Stock-based awards have been made on a market competitive basis. In May of 1999, the shareholders approved the 1999 Equitable Resources Long-Term Incentive Plan. The Company's authority to grant additional awards under the 1994 Equitable Resources Long-Term Incentive Plan expired on May 31, 1999. During 1999, the Committee approved 993,200 new stock option awards to 127 employees. The awards were based on the 50th percentile level of long-term incentive opportunities for the same peer group of companies previously referred to for executive officers' compensation. The Committee determined the level of the stock options awarded using the Black-Scholes option-pricing model. 14 17 The options awarded have a three-year graduated vesting period and a ten-year exercise term. The option price was the fair market value(s) on the date the options were granted. Historically, stock option grants have been the primary means of providing long-term incentive compensation to executives. EXECUTIVE RETENTION STOCK GRANTS Under the 1994 Long-Term Incentive Plan, the committee awarded 128,000 stock grants to fourteen (14) employees. These stock grants vest after three years. Unvested awards are forfeited if an employee voluntarily resigns or is terminated for cause. STOCK OWNERSHIP GUIDELINES To promote stock ownership by management, in 1998 the Committee approved new personal stock ownership guidelines for executives. These guidelines require that an executive must retain a minimum of fifty percent (50%) of the net shares received from the exercise of an option until the executive's total stock holdings meet a pre-determined value. For Mr. Gerber, the value is four times base salary. Messrs. Porges, Sakellaris, Spencer, and Ms. O'Loughlin are required to hold stock valued at three times their annual base salary. Once the required value has been reached, the executives may sell any shares greater than the target from stock-based awards and receive cash for the transaction. BENEFITS BASED ON RETIREMENT OR DEATH UNDER PLANS Benefits are based on retirement or death under the Employee Savings Plan, the Deferred Compensation Plan, and the Split-Dollar Life Insurance Program. Company contributions to these plans for the benefit of the named executives are shown in the Summary Compensation Table on page 9. POLICY REGARDING SECTION 162(M) OF THE INTERNAL REVENUE CODE In 1993, the tax laws were amended to limit the deduction a publicly-held company is allowed for compensation paid in 1994 and thereafter to the chief executive officer and to the four most highly compensated executive officers other than the chief executive officer. Generally, amounts paid in excess of $1 million to a covered executive, other than performance-based compensation, cannot be deducted. Based on current compensation levels of the executive officers, this deductibility limit has no impact on the Company. At such time as the Committee deems it appropriate, it will take the necessary action to insure that the deductibility of executive compensation is maximized. COMPENSATION OF THE CHIEF EXECUTIVE OFFICER Murry S. Gerber continues to hold the position of President and Chief Executive Officer. Mr. Gerber received the following compensation in 1999: base salary of $500,000; cash bonus of $900,000; stock grants and options including 55,000 shares in the form of a grant which vests after a three-year period and is grossed up for tax purposes; 75,000 stock options at a strike price of $30.07 which vest equally over a three-year period; 75,000 stock options at a strike price of $30.16 which vest equally over a three-year period and various perquisites. Mr. Gerber continues to be a participant in the 1998 Breakthrough Long-Term Incentive Program. The basis for Mr. Gerber's compensation, including the Committee's goals and methodology, is discussed earlier in this report. Mr. Gerber's cash bonus reflects the Corporate Governance Committee's determination that his performance met or exceeded the objectives established by the Committee for 1999, in particular the financial goals. Based upon all of the information considered, the Committee has been advised by its independent compensation consultant that Mr. Gerber's compensation package is market competitive. 15 18 The foregoing report has been furnished by the Compensation Committee of the Board of Directors. E. Lawrence Keyes, Jr., Chairman Phyllis A. Domm Thomas A. McConomy James E. Rohr J. Michael Talbert EMPLOYMENT CONTRACTS AND CHANGE OF CONTROL AGREEMENTS Murry S. Gerber entered into an agreement with the Company 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 effective December 1, 1999 to provide for more competitive change of control benefits. These benefits are described below. David L. Porges, entered into an agreement with the Company effective July 1, 1998 under which Mr. Porges assumed the role of Senior Vice President and Chief Financial Officer. This agreement was amended effective December 1, 1999 to provide for more competitive change of control benefits. These benefits are described below. Gregory R. Spencer and Johanna G. O'Loughlin entered into new agreements with the Company effective December 1, 1999. These agreements provide for twelve month non-competition provisions in exchange for twenty-four (24) months of salary and benefits continuance. New change of control agreements have also been entered into providing for more competitive benefits in the event of a change of control. The benefits are described below. These agreements were developed to ensure that during a change of control situation, the interests of the shareholders are foremost on the minds 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 event. Messrs. Gerber, Porges, Spencer 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 (3) years; outplacement assistance and legal fees in the event the contract is contested. These payments are grossed up for tax purposes. The executive may elect a lump sum payment or payment of benefits over a specified period of time. PENSION PLAN All executive officers participate in a defined contribution plan pursuant to which the Company contributes an amount equal to a percentage of each employee's base salary to an individual investment account for such employee. ITEM NO. 2 RATIFICATION OF APPOINTMENT OF AUDITORS The Board of Directors, upon recommendation of the Audit Committee, has reappointed Ernst & Young LLP, certified public accountants, as auditors to examine the consolidated financial statements of the Company and its subsidiaries for the calendar year 2000. 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 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. 16 19 THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP. SHAREHOLDER PROPOSALS FOR 2001 Shareholder proposals submitted for inclusion in next year's proxy materials must be received by the Company no later than November 30, 2000. Shareholder proposals submitted to be considered at the 2001 Annual Meeting without inclusion in next year's proxy materials must be received by the Company not less than 90 days, but not more than 120 days, prior to the date of the Annual Meeting. If the Company is not notified of a shareholder proposal by that date, then proxies held by management of the Company may provide the discretion to vote against such shareholder proposal, even though such proposal is not discussed in the Proxy Statement. Proposals should be addressed to the Corporate Secretary, Equitable Resources, Inc., One Oxford Centre, Suite 3300, Pittsburgh, Pennsylvania 15219. 17 20 ADDITIONAL INFORMATION OTHER MATTERS No matters other than those set forth 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 in the accompanying proxy will vote in such manner as they may, in their discretion, determine. SOLICITATION OF PROXIES The cost of soliciting proxies will be borne by the Company. In addition to solicitation by mail or courier, proxies may be solicited by directors, officers and employees of the Company, personally or by telephone or telegraph. The Company has also retained ChaseMellon Shareholder Services to solicit proxies, by mail, in person, or by telephone, at an estimated cost of $3,500. Brokerage houses and other custodians, nominees and fiduciaries will be requested to forward soliciting material to the beneficial owners of common stock held of record by such persons and will be reimbursed by the Company for their expenses. ANNUAL REPORT AND FORM 10-K The Annual Report of the Company to shareholders and Form 10-K for the year ended December 31, 1999 are enclosed with this proxy statement. By Order of the Board of Directors /s/ Johanna G. O'Loughlin JOHANNA G. O'LOUGHLIN Vice President, General Counsel and Secretary March 30, 2000 18 21 Please mark your votes as [X] indicated in this example THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEM 1 AND ITEM 2. 1. Election of Directors Nominees: E. Lawrence Keyes, Jr., Thomas A. McConomy 2. Ratify Appointment of Ernst & Young LLP as Auditors and Malcolm M. Prine (INSTRUCTIONS: To withhold authority to vote for particular nominees, write that nominee's name in the FOR WITHHELD FOR AGAINST ABSTAIN space provided here.) [ ] [ ] [ ] [ ] [ ] - ----------------------------------------------------- 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 and FOR the election of auditors in Item 2 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 _____________________, 2000
FOLD AND DETACH HERE The 2000 Annual Meeting of Shareholders of Equitable Resources, Inc. will be held on Wednesday, May 17, 2000, at 10 a.m., in the Union Trust Building at Two Mellon Bank Center, 501 Grant Street, 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. FOLD AND DETACH HERE EQUITABLE RESOURCES, INC. RESERVATION I expect to attend the Annual Meeting of Shareholders. Please send me an admission card. NAME OF SHAREHOLDER____________________________________ (Please type or print clearly) HOME ADDRESS___________________________________________ ___________________________________________ CITY, STATE AND ZIP CODE_______________________________ (To be returned only if you plan to attend) 22 EQUITABLE One Oxford Centre RESOURCES 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 Wednesday, May 17, 2000, at 10 a.m., in the Union Trust Building at Two Mellon Bank Center, 501 Grant Street, 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 Item 2 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 had 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 Item 2. PLEASE SIGN AND DATE ON THE REVERSE SIDE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. FOLD AND DETACH HERE BUSINESS REPLY MAIL NO POSTAGE FIRST-CLASS MAIL PERMIT NO. 7362 PITTSBURGH, PA NECESSARY IF MAILED POSTAGE WILL BE PAID BY ADDRESSEE IN THE UNITED STATES CORPORATE SECRETARY EQUITABLE RESOURCES INC ONE OXFORD CENTRE, SUITE 3300 PITTSBURGH, PA 15219 -----END PRIVACY-ENHANCED MESSAGE-----