UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------------------
FORM 8-A/A
AMENDMENT NO. 1
-----------------------------------------------
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Equitable Resources, Inc.
(Exact Name of Registrant as specified in its Charter)
Pennsylvania 25-0464690
(State of Incorporation or organization) (I.R.S. Employer
Identification Number)
One Oxford Centre, Suite 3300,
301 Grant Street, Pittsburgh, Pennsylvania 15219
(Address of principal executive offices) (zip code)
If this Form relates to the registration of a class of securities pursuant
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. /X/
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d) please check the following box. / /
Securities Act registration statement file number to
which this form relates: None
(if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on Which Each
Title of Each Class to be Registered Class is to be Registered
------------------------------------ -----------------------------------
Preferred Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: None
(Title of Class)
Item 1. Description of Registrant's Securities to be Registered.
On December 3, 2003, the Board of Directors of Equitable
Resources, Inc. (the "Company") amended and restated the Company's
Rights Agreement, dated April 1, 1996, between the Company and
Mellon Investor Services LLC (successor to Chemical Mellon
Shareholder Services, L.L.C.), as rights agent (the "Amended and
Restated Rights Agreement").
The amendments contained in the Amended and Restated Rights
Agreement consist of the following: (i) increase the triggering
percentages referenced therein from 15% to 20%, including, without
limitation, the references found in the definition of "Acquiring
Person", the references found in Section 3(a) relating to the
Distribution Date and the references found in Section 23 relating
to the redemption of the Rights, (ii) delete the references
therein to "Disinterested Directors," so that actions which
require the approval of Disinterested Directors will, after this
amendment, require the approval of the Board of Directors of the
Company, and (iii) make certain technical corrections to the
Rights Agreement. This summary does not purport to be
comprehensive and it is qualified in its entirety by reference to
the full text of the Amended and Restated Rights Agreement filed
herewith as Exhibit 1 and incorporated herein by reference.
These changes were not made in response to a request by any third
party; rather, the Company's Board of Directors determined that
these changes are appropriate in light of today's corporate
governance environment. Unless renewed, the Amended and Restated
Rights Plan expires by its terms on April 1, 2006.
Item 2. Exhibits.
1. Amended and Restated Rights Agreement, dated as of January
23, 2004 by and between Equitable Resources, Inc. and
Mellon Investor Services LLC, as Rights Agent.
-2-
Signature
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
EQUITABLE RESOURCES, INC.
By: /s/ David L Porges
--------------------------------
Name: David L. Porges
Title: Executive Vice President
and Chief Financial Officer
Date: January 28, 2004
-3-