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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 29, 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 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)
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CONTENTS
Page
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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 - 10
Supplementary information
Schedule H:
Line 4i--Schedule of Assets (Held at End of Year) 11
Schedule H:
Line 4j--Schedule of Reportable Transactions 12
Signature 13
Index to Exhibits 14 - 15
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REPORT OF INDEPENDENT AUDITORS
Administrative Committee
Equitable Resources, Inc. Employee Savings Plan
We have audited the accompanying statements of net assets available for
benefits of the Equitable Resources, Inc. Employee Savings Plan as of December
29, 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 29, 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 made for the purpose of forming an opinion on the
financial statements taken as a whole. The accompanying supplemental schedules
of assets held at end of year as of December 29, 2000 and reportable
transactions for the year then ended are presented for purposes of additional
analysis and are not a required part of the financial statements but are
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. These supplemental schedules are the responsibility of the
Plan's management. The supplemental schedules have been subjected to the
auditing procedures applied in our audits of the financial statements and, in
our opinion, are 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
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EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 29
2000 1999
---------------------------------
Investments, at fair value:
Mutual funds $43,450,311 $50,330,880
Common/collective trusts 6,555,538 8,503,766
Employer Stock Fund 11,088,854 6,067,879
Participant loans 523,157 568,575
---------------------------------
Net assets available for benefits $61,617,860 $65,471,100
=================================
SEE ACCOMPANYING NOTES.
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EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 29
2000 1999
--------------------------------
Additions:
Investment income:
Interest and dividends $ 4,156,573 $ 5,065,948
Interest on participant loans 43,970 53,016
--------------------------------
Total investment income 4,200,543 5,118,964
Net (depreciation) appreciation in fair value of
investments (1,530,681) 7,622,317
Contributions:
Matching 2,731,321 2,398,489
Contract 7,046,631 6,546,454
--------------------------------
Total contributions 9,777,952 8,944,943
--------------------------------
Total additions 12,447,814 21,686,224
Deductions:
Withdrawals by participants 18,009,109 22,989,183
Expenses 9,557 9,125
--------------------------------
Total deductions 18,018,666 22,998,308
Transfers from other plans 1,566,832 --
Transfers from affiliated plan 155,139 83,351
Other (4,359) --
--------------------------------
Net decrease in net assets available for benefits (3,853,240) (1,228,733)
Net assets available for benefits:
At beginning of year 65,471,100 66,699,833
--------------------------------
At end of year $61,617,860 $65,471,100
================================
SEE ACCOMPANYING NOTES.
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EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED
DECEMBER 29, 2000
1. Description of Plan
The following description of the Equitable Resources, Inc. Employee
Savings 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, 1985, by
Equitable Resources, Inc. and certain subsidiaries (the Company or
Companies) (unless the represented employee's collective bargaining
agreement specifically provides for participation).
All regular, full-time, non-union employees of the Companies are eligible
to participate in the Plan on his or her first day of employment. The
Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA).
During 1999, the Plan was amended to change the plan year's end from
December 31 to December 29.
During February 2000, Equitable Resources, Inc. acquired Appalachian
Production assets of Stat Oil. As such, employees of Stat Oil became
participants in the Plan and transferred in approximately $1.6 million of
assets.
Contributions
Participants can elect to contribute between 1% and 15% of eligible
earnings to the Plan, subject to Internal Revenue Code (IRC) limitations.
These contributions are referred to as contract contributions.
Prior to January 1, 1999, the Company matched 50% of the first 6% of
participants' contract contributions. Effective January 1, 1999, the
Company will match a percentage of the first 6% of the participants'
contract contributions based on years of service for participants in the
NORESCO and Equitable Services divisions as follows:
Years of Service Matching Contribution Percentage
---------------- --------------------------------
Less than one year 50%
More than one year and
less than three years 75%
More than three years 100%
All other participants will receive a match of 50% of the first 6% of
their contract contributions.
In addition, Equitable Production segment and Equitable Headquarters
participants receive a performance contribution which is determined on an
annual basis at the discretion of the Company. During 2000 and 1999, the
amount of the performance contribution was 6% of eligible compensation.
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EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED
DECEMBER 29, 2000
1. Description of Plan (Continued)
Contributions (Continued)
In addition, effective January 1, 1999, the matching contribution shall
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.
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 employer contributions.
Effective January 1, 1999, the vesting schedule for participants in the
Plan was changed. Matching contributions are now vested in accordance
with the following schedule:
Years of Continuous Service Vested Interest
--------------------------- ---------------
One year 33%
Two years 66%
Three years 100%
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EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED
DECEMBER 29, 2000
1. Description of Plan (Continued)
Vesting (Continued)
Prior to January 1, 1999, the vesting schedule was:
Years of Continuous Service Vested Interest
--------------------------- ---------------
Less than five years 0%
Five years or more 100%
Amounts forfeited by participants upon termination are used to reduce the
amount of the Company's future employer contributions to the Plan. In
2000 and 1999, forfeitures of approximately $165,000 and $161,000,
respectively, were used to offset contributions.
Upon retirement, death, total and permanent disability or termination of
the Plan, a participant is entitled to receive the full value of any
employer contributions, regardless of years of continuous service.
Withdrawals by Participants
Payments to participants can be made as follows: a lump-sum distribution,
a direct rollover, if applicable, or, in the case of a distribution on
account of retirement or total and permanent disability, equal periodic
payments over the lesser of: a) the life expectancy of the participant
and beneficiary or b) twenty (20) years.
In September 1999, the Company sold its Midstream Operations to a third
party. In connection with this sale, assets of $7.9 million, which
represented the balances of participants affected by this sale, were
rolled over to the buyer's benefit plan.
Loans to Participants
A participant may borrow money from the Plan in amounts up to the lesser
of $50,000 or 50% of the vested balance of a participant's account.
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EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED
DECEMBER 29, 2000
2. Summary of Significant Accounting Policies
Investments
Short-term investments are valued at cost, which approximates market. 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. The contracts included in the Putnam Stable Value
Fund are valued at face value, which approximates market. Other
investments are valued at market. There were 166,125 and 181,809 shares
of Company common stock as of December 29, 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. 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.
4. Investments
The Plan's investments (including investments purchased, sold, as well as
held during the year) appreciated (depreciated) in fair value as
determined by quoted market prices as follows:
NET CHANGES IN FAIR VALUE
------------------------------
DECEMBER 29
2000 1999
------------------------------
Investments at fair value as determined by
quoted market prices:
Registered investment companies $(7,225,745) $6,790,995
Common/collective trusts (11,819) -
Employer stock 5,706,883 831,322
------------------------------
$(1,530,681) $7,622,317
==============================
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EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED
DECEMBER 29, 2000
4. Investments (Continued)
Investments that represent 5% or more of fair value of the Plan's net
assets not separately disclosed are as follows:
DECEMBER 29
2000 1999
------------------------------
Alger Mid Cap Retirement Fund $ 470,047 $ --
The George Putnam Fund of Boston 5,081,927 6,284,386
The Putnam Fund for Growth and Income 9,083,363 10,939,364
Putnam Income Fund 1,128,788 1,211,749
Putnam Vista Fund 321,359 --
Putnam Voyager Fund 17,744,574 23,530,520
Putnam Asset Allocation--Growth Portfolio 2,142,311 --
Putnam Asset Allocation--Balanced Portfolio 1,464,368 --
Putnam Asset Allocation--Conservative Portfolio 438,205 --
Putnam International Growth Fund 4,891,608 4,030,769
Putnam Stable Value Fund 6,328,090 8,503,766
Information about the net asset and significant components of the changes
in net assets related to the nonparticipant-directed investment is as
follows:
YEAR ENDED DECEMBER 29
2000 1999
---------------------------------
Net asset:
Employer Stock Fund $11,088,854 $6,067,879
==================================
Changes in net assets:
Dividend income $ 201,171 $ 235,560
Net appreciation in fair value of investments 5,706,883 831,322
Employer contributions 1,011,391 1,002,216
Employee contributions 202,590 211,056
Withdrawals by participants (1,147,772) (1,623,302)
Expenses (974) (862)
Transfers to funds (872,985) (947,867)
Transfers from other plan -- 9,294
Other (79,329) --
---------------------------------
$ 5,020,975 $ (282,583)
=================================
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EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED
DECEMBER 29, 2000
5. Income Tax Status
The Plan has received a determination letter from the Internal Revenue
Service dated July 13, 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 has been amended since the date of the
determination letter. 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.
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SUPPLEMENTARY INFORMATION
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EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
PLAN 202 EIN: 25-0464690
SCHEDULE H, LINE 4I--SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 29, 2000
IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT COST CURRENT VALUE
-----------------------------------------------------------------------------------------------------------------------------
* Putnam Bond Index Fund Common/collective trust (a) $ 61,101
Alger Mid Cap Retirement Fund Mutual fund (a) 470,047
Equitable Life Insurance Money market fund (a) 415
Pimco Total Return Administrative Fund Mutual fund (a) 31,660
Alger Small Cap Retirement Fund Mutual fund (a) 23,676
Neuberger Berman Genesis Trust Mutual fund (a) 174,138
Pending Account Noninterest-bearing cash (a) 3,536
* The George Putnam Fund of Boston Mutual fund (a) 5,081,927
* The Putnam Fund for Growth and Income Mutual fund (a) 9,083,363
* Putnam Investors Fund Mutual fund (a) 15,815
* Putnam Income Fund Mutual fund (a) 1,128,788
* Putnam Global Growth Fund Mutual fund (a) 30,102
* Putnam Vista Fund Mutual fund (a) 321,359
* Putnam Voyager Fund Mutual fund (a) 17,744,574
* Putnam Growth Opportunities Fund Mutual fund (a) 232,440
* Putnam OTC and Emerging Growth Fund Mutual fund (a) 132,434
* Putnam Asset Allocation--Growth Portfolio Mutual fund (a) 2,142,311
* Putnam Asset Allocation--Balanced Portfolio Mutual fund (a) 1,464,368
* Putnam Asset Allocation--Conservative Portfolio Mutual fund (a) 438,205
* Putnam S&P 500 Index Fund Common/collective trust (a) 166,347
* Putnam International Growth Fund Mutual fund (a) 4,891,608
* Putnam Balanced Fund Mutual fund (a) 39,545
Loan Fund Participant loans--8.75% to 10.50% 523,157
Equitable Resources Common Stock Fund Employer securities--common shares $5,869,707 11,088,854
* Putnam Stable Value Fund Common/collective trust (a) 6,328,090
-----------
$61,617,860
===========
(a) Cost information not required as per Special Rule for certain
participant-directed transactions.
*Party-in-interest to the Plan.
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EQUITABLE RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
PLAN 202 EIN: 25-0464690
SCHEDULE H, LINE 4J--SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 29, 2000
CURRENT
VALUE OF
ASSET ON
PURCHASE SELLING COST OF TRANSACTION
IDENTITY OF PARTY INVOLVED DESCRIPTION OF INVESTMENT PRICE PRICE ASSET DATE NET GAIN
----------------------------------------------------------------------------------------------------------------------------------
Category (i)--individual transactions in
excess of 5% of plan assets
Equitable Resources, Inc. Employer Stock Fund $ 335,573 $ -- $ 335,573 $ 335,573 $ --
Equitable Resources, Inc. Employer Stock Fund 391,827 -- 391,827 391,827 --
Category (iii)--series of transactions in
excess of 5% of plan assets
Equitable Resources, Inc. Employer Stock Fund 3,883,272 -- 3,883,272 3,883,272 --
Equitable Resources, Inc. Employer Stock Fund -- 4,598,788 3,344,421 4,598,788 1,254,367
There were no category (ii) or (iv) reportable
transactions during 2000.
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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 SAVINGS PLAN
(Name of Plan)
By /s/ David L. Porges
--------------------------------
David L. Porges
Executive Vice President and
Chief Financial Officer
June 21, 2001
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EXHIBIT INDEX
Exhibit No. Description Sequential Page No.
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23 Consent of Independent Auditors 15
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