UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

 

FORM 11-K

 

ý        ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2003

 

or

 

o        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.

 

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

 

Report of Independent Auditors

 

 

 

Financial Statements

 

 

 

 

Statements of Net Assets Available for Benefits as of December 31, 2003 and 2002

 

 

 

 

 

Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2003, 2002 and 2001

 

 

 

 

 

Notes to Financial Statements

 

 

 

Signature

 

 

 

Exhibit

 

 

 

 

23.Consent of Independent Auditors

 

 



 

REPORT OF INDEPENDENT AUDITORS

 

Benefits Administration 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, 2003 and 2002, and the related statements of changes in net assets available for benefits for each of the three years in the period ended December 31, 2003.  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 at December 31, 2003 and 2002, and the changes in net assets available for benefits for each of the three years in the period ended December 31, 2003, in conformity with accounting principles generally accepted in the United States.

 

 

 

/s/

 Ernst & Young LLP

 

 

Ernst & Young LLP

 

 

 

 

 

 

Pittsburgh, Pennsylvania

 

 

March 11, 2004

 

 

 

1



 

EQUITABLE RESOURCES, INC.
EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

 

 

 

December 31,

 

 

 

2003

 

2002

 

 

 

 

 

 

 

Investment in Equitable Resources, Inc. Common Stock, at fair value (109,817 and 98,918 shares at $42.92 and $35.04 per share in 2003 and 2002, respectively)

 

$

4,713,352

 

$

3,466,073

 

Contribution receivableemployee

 

95,067

 

88,075

 

Contribution receivableemployer

 

10,330

 

11,063

 

 

 

 

 

 

 

Net assets available for benefits

 

$

4,818,749

 

$

3,565,211

 

 

See accompanying notes.

 

2



 

EQUITABLE RESOURCES, INC.
EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

 

 

 

Years Ended December 31,

 

 

 

2003

 

2002

 

2001

 

 

 

 

 

 

 

 

 

Additions to net assets attributed to:

 

 

 

 

 

 

 

Contributions:

 

 

 

 

 

 

 

Employer

 

$

86,373

 

$

87,798

 

$

81,328

 

Employee

 

802,681

 

772,176

 

720,741

 

Dividend income

 

102,348

 

64,858

 

70,138

 

Realized gain on sale of investments

 

127,995

 

179,968

 

185,812

 

Unrealized appreciation (depreciation) on investments

 

698,763

 

(52,098

)

(343,732

)

Total additions

 

1,818,160

 

1,052,702

 

714,287

 

 

 

 

 

 

 

 

 

Deductions to net assets attributed to:

 

 

 

 

 

 

 

Employee withdrawals

 

564,622

 

883,900

 

1,753,401

 

Total deductions

 

564,622

 

883,900

 

1,753,401

 

 

 

 

 

 

 

 

 

Net increase (decrease) in net assets available for benefits

 

1,253,538

 

168,802

 

(1,039,114

)

 

 

 

 

 

 

 

 

Net assets available for benefits:

 

 

 

 

 

 

 

At beginning of year

 

3,565,211

 

3,396,409

 

4,435,523

 

At end of year

 

$

4,818,749

 

$

3,565,211

 

$

3,396,409

 

 

See accompanying notes.

 

3



 

EQUITABLE RESOURCES, INC.
EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003

 

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.

 

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 Fiduciary Trust Company (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.

 

4



 

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

 

Basis of Accounting

 

The financial statements of the Plan are prepared under the accrual method of accounting.

 

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.

 

5



 

Investments

 

The Equitable Resources, Inc. Common Stock is valued at the closing market price as quoted on the New York Stock Exchange.

 

Investments at December 31, 2003, 2002 and 2001 are comprised of Equitable Resources, Inc. Common Stock:

 

 

 

Shares

 

Fair Value

 

Original Cost

 

Unrealized
Appreciation

 

 

 

 

 

 

 

 

 

 

 

2003

 

109,817

 

$

4,713,352

 

$

2,314,289

 

$

2,399,063

 

 

 

 

 

 

 

 

 

 

 

2002

 

98,918

 

$

3,466,073

 

$

1,765,773

 

$

1,700,300

 

 

 

 

 

 

 

 

 

 

 

2001

 

97,895

 

3,334,548

 

1,582,150

 

1,752,398

 

 

 

 

 

 

Proceeds from
Sales

 

Original Cost
(FIFO)

 

Realized
Gain

 

 

 

 

 

 

 

 

 

 

 

2003

 

 

 

$

349,041

 

$

221,046

 

$

127,995

 

 

 

 

 

 

 

 

 

 

 

2002

 

 

 

$

436,670

 

$

256,702

 

$

179,968

 

 

 

 

 

 

 

 

 

 

 

2001

 

 

 

330,983

 

145,171

 

185,812

 

 

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.

 

6



 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the members of the Benefits Administration 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 J. Smith

 

 

 

 David J. Smith

 

 

Plan Administrator

 

 

 

 

 

 

March 26, 2004

 

 

 

7