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