UNITED STATES
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 fiscal year ended December 31, 2001
or
/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 1-3551
EQUITABLE RESOURCES, INC. EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan and address of the Plan,
if different from that of the issuer named below)
EQUITABLE RESOURCES, INC.
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One Oxford Centre, Suite 3300
Pittsburgh, Pennsylvania 15219
------------------------------------
(Name of issuer of the securities held pursuant to the
plan and the address of principal executive office)
EQUITABLE RESOURCES, INC.
EMPLOYEE STOCK PURCHASE PLAN
TABLE OF CONTENTS
PAGE REFERENCE
REPORT OF INDEPENDENT AUDITORS 1
FINANCIAL STATEMENTS
Statements of Net Assets Available
for Benefits as of December 31, 2001 and 2000 2
Statements of Changes in Net Assets Available
for Benefits for the years ended December 31,
2001, 2000 and 1999 3
Notes to Financial Statements 4 - 6
SIGNATURE 7
EXHIBIT
23. Consent of Independent Auditors 8
REPORT OF INDEPENDENT AUDITORS
Administrative Committee
Equitable Resources, Inc. Employee Stock Purchase Plan
We have audited the accompanying statements of net assets available for
benefits of the Equitable Resources, Inc. Employee Stock Purchase Plan as of
December 31, 2001 and 2000, and the related statements of changes in net assets
available for benefits for each of the three years in the period ended December
31, 2001. 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, 2001 and 2000, and the changes in net assets available for
benefits for each of the three years in the period ended December 31, 2001 in
conformity with accounting principles generally accepted in the United States.
/s/ ERNST & YOUNG LLP
----------------------------------------
Ernst & Young LLP
Pittsburgh, Pennsylvania
March 12, 2002
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EQUITABLE RESOURCES, INC.
EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31,
--------------------------------
2001 2000
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Investment in Equitable Resources, Inc. Common Stock, at
fair value (97,895 and 131,214 shares at $34.06 and $33.38
per share in 2001 and 2000, respectively) $ 3,334,548 $ 4,379,281
Contribution receivable--employee 56,703 53,702
Contribution receivable--employer 5,158 2,540
--------------------------------
Net assets available for benefits $ 3,396,409 $ 4,435,523
================================
See accompanying notes.
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EQUITABLE RESOURCES, INC.
EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31,
---------------------------------------------
2001 2000 1999
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Additions to net assets attributed to:
Contributions:
Employer $ 81,328 $ 71,620 $ 62,700
Employee 720,741 694,040 548,625
Dividend income 70,138 76,976 69,648
Realized gain on sale of investments 185,812 245,665 44,018
Unrealized (depreciation)
appreciation on investments (343,732) 1,925,432 192,306
---------------------------------------------
Total additions 714,287 3,013,733 917,297
Deductions to net assets attributed to:
Employee withdrawals 1,753,401 755,007 322,437
---------------------------------------------
Total deductions 1,753,401 755,007 322,437
---------------------------------------------
Net (decrease) increase in net assets
available for benefits (1,039,114) 2,258,726 594,860
Net assets available for benefits:
At beginning of year 4,435,523 2,176,797 1,581,937
---------------------------------------------
At end of year $ 3,396,409 $ 4,435,523 $ 2,176,797
=============================================
See accompanying notes.
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EQUITABLE RESOURCES, INC.
EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001
1. DESCRIPTION OF THE PLAN
The following description of the Equitable Resources, Inc. Employee Stock
Purchase Plan (the 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 an employee stock purchase plan implemented on October 1, 1995
by Equitable Resources, Inc. and subsidiaries (the Company or Companies).
Employees of the Company may purchase shares of the Company's common stock
at a 10 percent discount through payroll deductions. All nonrepresented
employees of the Companies are eligible to participate in the Plan
immediately upon employment. Represented employee eligibility is subject to
collective bargaining.
On April 19, 2001, the Board of Directors declared a two-for-one stock
split payable on June 11, 2001 to shareholders of record on May 11, 2001.
All amounts have been restated for the effect of the stock split.
CONTRIBUTIONS AND PURCHASE OF STOCK
Eligible employees can contribute from 1 to 10 percent of their annual base
pay to the Plan on an after-tax basis. No interest will accrue or be
payable with respect to any of the payroll deductions of a participant in
the Plan. Contributions are initially deposited with Putnam Investments
(Trustee) and are used to purchase shares of the Company's common stock in
accordance with the provisions set forth in the plan agreement.
The price of stock purchased for a participant is 90 percent of the closing
price of the stock on the second business day after the close of each
monthly period.
The Company contributes the remaining 10 percent of the stock price and
pays fees for the administration of the Plan and any commission charges
associated with the purchase of the stock.
DIVIDENDS ON STOCK
Dividends on stock are automatically used to purchase additional shares for
all participants. Participants may, however, make a written request to
receive a cash distribution of dividend payments.
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EQUITABLE RESOURCES, INC.
EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2001
1. DESCRIPTION OF THE PLAN (CONTINUED)
SALE OF STOCK
Participants are required to hold any shares purchased through the Plan for
a minimum of one year. Participants may elect withdrawals, subject to the
holding period restriction, of shares of stock or cash from the proceeds of
sale of shares. Participants are responsible for all costs associated with
the sale of stock from their individual accounts. The costs of shares sold
are calculated using the "first-in, first-out" cost method.
TERMINATION OF EMPLOYMENT
Upon termination of the participant's employment for any reason, payroll
deductions credited to the participant's account(s) which have not yet been
used to purchase stock will be returned to the participant. The participant
has the option of either selling the total number of shares in his/her
account or receiving a certificate for his/her holdings. Terminated
participants are not permitted to purchase shares through the Plan or
continue to hold shares in the Plan.
PLAN EXPENSES
Expenses associated with the administration of the Plan are paid by the
Company. Participants are responsible for all charges and expenses incurred
through the sale of their shares.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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.
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EQUITABLE RESOURCES, INC.
EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2001
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INVESTMENTS
The Equitable Resources, Inc. Common Stock is valued at market price as
quoted on the New York Stock Exchange.
Investments at December 31, 2001, 2000 and 1999 are comprised of Equitable
Resources, Inc. Common Stock:
UNREALIZED
SHARES FAIR VALUE ORIGINAL COST APPRECIATION
---------------------------------------------------------------
2001 97,895 $3,334,548 $1,582,150 $1,752,398
2000 131,214 4,379,281 2,283,151 2,096,130
1999 127,596 2,129,250 1,958,552 170,698
PROCEEDS FROM ORIGINAL COST REALIZED
SALES (FIFO) GAIN
-------------------------------------------
2001 $330,983 $145,171 $185,812
2000 535,617 289,952 245,665
1999 217,449 173,431 44,018
3. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right to terminate or to amend the Plan at any time. Upon dissolution or
liquidation of the Company, or upon a reorganization, merger or
consolidation of which the Company is not the surviving corporation,
participants will be entitled to receive on the last day of the offering
period the cash and/or securities determined to be owed as of the date of
such transaction.
4. INCOME TAX STATUS OF PLAN
It is the intention of the Company to have the Plan qualify under Section
423 of the Internal Revenue Code (the Code). The provisions of the Plan
have been construed to extend and limit participation in a manner
consistent with the requirements of that section of the Code. Participating
employees are subject to state and federal income tax on income derived
from the Plan.
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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 STOCK PURCHASE PLAN
(Name of Plan)
By /s/ DAVID L. PORGES
-----------------------------------
David L. Porges
Executive Vice President and
Chief Financial Officer
March 22, 2002
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