1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the year ended December 31, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-3551
EQUITABLE RESOURCES, INC. EMPLOYEE SAVINGS AND PROTECTION PLAN
(Full title of the Plan and address of the Plan,
if different from that of the issuer named below)
EQUITABLE RESOURCES, INC.
One Oxford Centre, Suite 3300, 301 Grant Street
Pittsburgh, Pennsylvania 15219
(Name of issuer of the securities held pursuant to the
Plan and the address of principal executive office)
2
CONTENTS
Page
-----
Report of independent auditors 2
Financial statements
Statements of net assets available for benefits 3
Statements of changes in net assets available for benefits 4
Notes to financial statements 5 - 9
Supplementary information
Schedule H:
Line 4i Schedule of Assets (Held at End of Year) 10
Signature 11
Index to Exhibits 12
1
3
REPORT OF INDEPENDENT AUDITORS
Administrative Committee
Equitable Resources, Inc. Employee Savings and Protection Plan
We have audited the accompanying statements of net assets available for
benefits of the Equitable Resources, Inc. Employee Savings and Protection Plan
as of December 31, 2000 and 1999, and the related statements of changes in net
assets available for benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for benefits of the
Plan as of December 31, 2000 and 1999, and the changes in its net assets
available for benefits for the years then ended in conformity with accounting
principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the
financial statements taken as a whole. The accompanying supplemental schedule of
assets held at end of year as of December 31, 2000 is presented for purposes of
additional analysis and is not a required part of the financial statements but
is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in our audits of the financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.
/s/ Ernst & Young LLP
--------------------------
Ernst & Young LLP
Pittsburgh, Pennsylvania
June 21, 2001
2
4
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS AND PROTECTION PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31
2000 1999
-------------------------------------
Investments, at fair value:
Mutual funds $11,006,277 $12,147,363
Common collective trusts 2,338,628 2,030,474
Employer Stock Fund 736,741 238,292
Participant loans 407,501 288,613
-------------------------------------
Net assets available for benefits $14,489,147 $14,704,742
=====================================
SEE ACCOMPANYING NOTES
3
5
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS AND PROTECTION PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31
2000 1999
-------------------------------------
Additions:
Investment income:
Interest and dividends $ 896,120 $ 1,244,625
Interest on participant loans 27,681 24,289
--------------------------------------
Total investment income 923,801 1,268,914
Net (depreciation) appreciation in fair value of investments (1,031,229) 656,525
Transfer into Plan 373,818 -
Contributions:
Matching 77,169 90,088
Contract 1,091,422 1,112,009
--------------------------------------
Total contributions 1,168,591 1,202,097
--------------------------------------
Total additions 1,434,981 3,127,536
Deductions:
Withdrawals by participants 1,489,698 2,172,727
Expenses 5,739 3,600
Transfers to the Equitable Resources, Inc. Employee Savings and
Protection Plan 155,139 83,351
--------------------------------------
Total deductions 1,650,576 2,259,678
--------------------------------------
Net (decrease) increase in net assets available for benefits (215,595) 867,858
Net assets available for benefits:
At beginning of year 14,704,742 13,836,884
--------------------------------------
At end of year $14,489,147 $14,704,742
======================================
SEE ACCOMPANYING NOTES
4
6
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS AND PROTECTION PLAN
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED
DECEMBER 31, 2000
1. Description of Plan
The following description of the Equitable Resources, Inc. Employee
Savings and Protection Plan (Plan) provides only general information.
Participants should refer to the summary plan description for a more
complete description of the Plan's provisions.
General
The Plan is a defined contribution profit sharing and savings plan, with
a 401(k) salary reduction feature, implemented on September 1, 1987, by
Equitable Resources, Inc. and certain subsidiaries (the Company or
Companies).
All regular, full-time employees of the Companies who are covered by a
collective bargaining agreement are eligible to participate. The Plan is
subject to the provisions of the Employee Retirement Income Security Act
of 1974 (ERISA).
Contributions
Participants can elect to contribute between 1% and 15% of eligible
earnings to the Plan, subject to Internal Revenue Code limitations. These
contributions are referred to as contract contributions. Matching
contributions are subject to the respective collective bargaining
agreements. Prior to January 1, 1999, the matching contribution followed
the participant's contract contribution. Effective January 1, 1999, the
matching contribution will be invested in the employer stock fund until
the participant is 100% vested. After the participant is 100% vested, the
matching contribution will follow the participant's contract investment
election(s).
Rollover Contributions
Participants are allowed to make rollover contributions (contributions
transferred to the Plan from other qualified retirement plans), subject
to certain requirements.
Vesting
Participants are 100% vested in the value of contract contributions made,
and any rollover contributions.
5
7
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS AND PROTECTION PLAN
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED
DECEMBER 31, 2000
1. Description of Plan (Continued)
Vesting (Continued)
If employment is terminated for any reason other than retirement, death,
or total and permanent disability, a participant is entitled to receive
the vested value of any matching contributions, as determined in
accordance with the following schedule:
Years of Continuous Service Vested Interest
Less than five years 0%
Five years or more 100%
Amounts forfeited by participants upon termination will be used to reduce
the amount of the Company's future matching contributions to the Plan.
Upon retirement, death, total and permanent disability or termination of
the Plan, a participant is entitled to receive the full value of any
matching contributions, regardless of years of continuous service.
Withdrawals by Participants
Payments to participants are made in one of the following ways, subject
to certain limitation: a single sum payment, a single life annuity with
substantially equal month installments, a single life or joint and
survivor annuity with a minimum guaranteed number of monthly benefits, or
substantially equal, annual installments payable over a period not to
exceed the life expectancy or joint life expectancies of the participant
or of the participant and his designated beneficiary.
Loans to Participants
A participant may borrow money from the Plan in amounts up to the lessor
of $50,000, or 50% of the vested balance of a participant's account.
6
8
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS AND PROTECTION PLAN
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED
DECEMBER 31, 2000
2. Summary of Significant Accounting Policies
Investments
The Employer Stock Fund consisting of Equitable Resources, Inc. common
stock (Company common stock) is valued at market price as quoted on the
New York Stock Exchange. Contracts included in the Putnam Stable Value
Fund are valued at face value, which approximates market. Other
investments are valued at market. There were 11,037 and 7,140 shares of
Company common stock at December 31, 2000 and 1999, respectively.
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to
make estimates that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.
3. Investments
Investments that represent 5% or more of fair value of the Plan's net
assets are as follows:
DECEMBER 31
2000 1999
-------------------------------------
George Putnam Fund of Boston $1,551,464 $2,067,516
Putnam Fund for Growth & Income 3,753,518 4,680,318
Putnam Voyager Fund 3,721,505 4,004,869
Putnam International Growth Fund 866,922 649,422
Employer Stock Fund* 736,741 238,292
Putnam Stable Value Fund 2,326,684 2,030,474
*Nonparticipant-directed
7
9
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS AND PROTECTION PLAN
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED
DECEMBER 31, 2000
3. Investments (Continued)
The Plan's investments (including investments purchased, sold as well as
held during the year) (depreciated) appreciated in fair value as
determined by quoted market prices as follows:
NET CHANGES IN FAIR VALUE FOR
THE YEAR ENDED DECEMBER 31
2000 1999
------------------------------------------
Investments at fair value as determined by quoted market prices:
Registered investment companies $(1,345,309) $639,353
Company stock 314,080 17,172
------------------------------------------
$(1,031,229) $656,525
==========================================
Information about the net assets and significant components of the
changes in net assets related to the nonparticipant-directed investment
is as follows:
DECEMBER 31
2000 1999
-------------------------------------
Net asset:
Employer Stock Fund $736,741 $238,292
=====================================
Changes in net assets:
Dividend and interest income $ 11,504 $ 8,167
Net appreciation in fair value of investment 314,080 17,172
Employer contributions 19,744 15,435
Employee contributions 30,463 16,766
Withdrawals by participants (10,706) (14,217)
Expenses (159) (53)
Interfund transfers 138,834 (50,591)
Other (5,311) (9,294)
-------------------------------------
Net increase (decrease) $498,449 $(16,615)
=====================================
4. Plan Termination
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of
Plan termination, the interests of all affected participants will become
fully vested.
8
10
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS AND PROTECTION PLAN
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED
DECEMBER 31, 2000
5. Income Tax Status
The Plan has received a determination letter from the Internal Revenue
Service dated April 22, 1999, stating that the Plan is qualified under
Section 401(a) of the Internal Revenue Code (the Code) and, therefore,
the related trust is exempt from taxation. Once qualified, the Plan is
required to operate in conformity with the Code to maintain its
qualification. The plan administrator believes the Plan is being operated
in compliance with the applicable requirements of the Code and,
therefore, believes that the Plan is qualified and the related trust is
tax-exempt.
9
11
SUPPLEMENTARY INFORMATION
12
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS AND PROTECTION PLAN
PLAN NO. 206 EIN: 25-0464690
SCHEDULE H, LINE 4I SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2000
DESCRIPTION OF INVESTMENT INCLUDING
IDENTITY OF ISSUE, BORROWER, LESSOR, OR MATURITY DATE, RATE OF INTEREST, CURRENT
SIMILAR PARTY COLLATERAL, PAR, OR MATURITY VALUE COST VALUE
-----------------------------------------------------------------------------------------------------------------------------
* Putnam Bond Index Fund Common/collective trust (a) $ 10,691
Alger Mid Cap Retirement Fund Mutual fund (a) 66,169
Equitable Life Insurance Money market fund (a) 136
Pimco Total Return Administrative Fund Mutual fund (a) 525
Alger Small Cap Retirement Fund Mutual fund (a) 967
Neuberger Berman Genesis Trust Mutual fund (a) 10,404
* The George Putnam Fund of Boston Mutual fund (a) 1,551,464
* The Putnam Fund for Growth & Income Mutual fund (a) 3,753,518
* Putnam Investors Fund Mutual fund (a) 15,967
* Putnam Income Fund Mutual fund (a) 428,483
* Putnam Vista Fund Mutual fund (a) 67,613
* Putnam Voyager Fund Mutual fund (a) 3,721,505
* Putnam Growth Opportunities Fund Mutual fund (a) 30,632
* Putnam OTC & Emerging Growth Fund Mutual fund (a) 8,631
* Putnam Asset Allocation--Growth Portfolio Mutual fund (a) 159,995
* Putnam Asset Allocation--Balanced Portfolio Mutual fund (a) 207,893
* Putnam Asset Allocation--Conservative Portfolio Mutual fund (a) 94,328
* Putnam S&P 500 Index Fund Common/collective trust (a) 1,253
* Putnam International Growth Fund Mutual fund (a) 866,922
* Putnam Balanced Fund Mutual fund (a) 21,125
Loan Fund Participant loans, 8.75% to 10.5% (a) 407,501
* Equitable Resources Common Stock Fund Employer securities--common shares $443,092 736,741
* Putnam Stable Value Fund Common/collective trust (a) 2,326,684
--------------
$14,489,147
===============
(a) Cost information not required as per Special Rule for certain
participant-directed transactions.
*Party-in-interest to the Plan.
10
13
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the members of the Administrative Committee of the Plan have duly caused this
Annual Report to be signed on its behalf by the undersigned hereunto duly
authorized.
EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS AND PROTECTION PLAN
(Name of Plan)
By /s/ David L. Porges
-------------------------------------
David L. Porges
Executive Vice President and
Chief Financial Officer
June 21, 2001
11
14
INDEX TO EXHIBITS
Exhibit No. Description Sequential Page No.
--------------------------------------------------------------------------------------------------
23 Consent of Independent Auditors 13
12