EQT Corp — Major Shareholding Notification 2004

Apr 14, 2004

SC 13D/A 1 a04-4410_1sc13da.htm SC 13D/A

| UNITED
STATES |
| --- |
| SECURITIES
AND EXCHANGE COMMISSION |
| Washington,
D.C. 20549 |
| SCHEDULE
13D (Rule 13d-101) |

Under the Securities Exchange Act of 1934 (Amendment No. 5 )

*INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT*

*TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT*

*TO RULE 13d-2(a)*

*WESTPORT RESOURCES CORPORATION*

*(FORMERLY KNOWN AS BELCO OIL & GAS CORP.)*

(Name of Issuer)

*COMMON STOCK, $.01 PAR VALUE PER SHARE*

(Title of Class of Securities)

*961418100*

(CUSIP Number)

*C/O HOWARD L. BOIGON*

*1670 BROADWAY STREET*

*SUITE 2800*

*DENVER, COLORADO 80202*

*(303) 573-5404*

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

*COPY TO:*

*STEPHEN W. JOHNSON, ESQUIRE*

*REED SMITH LLP*

*435 SIXTH AVENUE*

*PITTSBURGH, PENNSYLVANIA 15219*

*(412) 288-3131*

*April 13, 2004*

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

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The total number of shares of Common Stock, par value $0.01 per share (“Common Stock”), of Westport Resources Corporation (“Issuer” or the “Company”) reported herein is 11,536,471 shares, which constitutes 17.04% of the total number of shares outstanding as of March 3, 2004. Ownership percentages set forth herein are based on the Issuer’s Form 10-K filed on March 5, 2004, which disclosed that there were 67,716,290 shares of Common Stock of Issuer outstanding, and 2,930,000 shares of Preferred Stock, par value $0.01 per share (“Preferred Stock”), outstanding and convertible into 1,364,779 shares of Common Stock, at a conversion rate of 0.465795 shares of Common Stock per share of Preferred Stock.

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| CUSIP
No. 961418100 — 1. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) EQT Investments, LLC 51-0394048 | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group | |
| | (a) | o |
| | (b) | ý |
| 3. | SEC
Use Only | |
| 4. | Source
of Funds See Item 3 | |
| 5. | Check Box if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole
Voting Power 11,527,971 |
| | 8. | Shared
Voting Power 0 |
| | 9. | Sole
Dispositive Power 11,527,971 |
| | 10. | Shared Dispositive Power 0 |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 11,527,971 | |
| 12. | Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |
| 13. | Percent
of Class Represented by Amount in Row (11) 17.02% | |
| 14. | Type of Reporting Person OO | |

3

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| 2. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) Equitable Resources, Inc. 25-0464690 — Check
the Appropriate Box if a Member of a Group | |
| --- | --- | --- |
| | (a) | o |
| | (b) | ý |
| 3. | SEC
Use Only | |
| 4. | Source
of Funds See Item 3 | |
| 5. | Check Box if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Pennsylvania | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole
Voting Power 11,527,971 (1) |
| | 8. | Shared
Voting Power 0 |
| | 9. | Sole
Dispositive Power 11,527,971 (1) |
| | 10. | Shared Dispositive Power 0 |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 11,527,971 (1) | |
| 12. | Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |
| 13. | Percent
of Class Represented by Amount in Row (11) 17.02% | |
| 14. | Type of Reporting Person OO | |

(1) Includes 11,527,971 shares of Issuer Common Stock held by EQTI, a wholly owned subsidiary of Equitable Resources, Inc. (“Equitable”). Equitable may be deemed to beneficially own these shares. Equitable disclaims beneficial ownership of the shares of Issuer Common Stock held by EQTI.

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| 2. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) Murry S. Gerber — Check
the Appropriate Box if a Member of a Group | |
| --- | --- | --- |
| | (a) | o |
| | (b) | ý |
| 3. | SEC
Use Only | |
| 4. | Source
of Funds See Item 3 | |
| 5. | Check Box if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization United States | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole
Voting Power 11,534,471 (2) |
| | 8. | Shared
Voting Power 0 |
| | 9. | Sole
Dispositive Power 11,534,471 (2) |
| | 10. | Shared Dispositive Power 0 |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 11,534,471 | |
| 12. | Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |
| 13. | Percent
of Class Represented by Amount in Row (11) 17.03% | |
| 14. | Type of Reporting Person IN | |

(2) Includes (i) 11,527,971 shares of Issuer Common Stock held by EQTI, a wholly owned subsidiary of Equitable, beneficial ownership of which shares may be attributable to Murry S. Gerber, Chairman, President and CEO of Equitable, and (ii) 6,500 shares of Issuer Common Stock held by Mr. Gerber directly. Mr. Gerber disclaims beneficial ownership of 11,527,971 shares of Issuer Common Stock held by EQTI.

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| 2. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) David L. Porges — Check
the Appropriate Box if a Member of a Group | |
| --- | --- | --- |
| | (a) | o |
| | (b) | ý |
| 3. | SEC
Use Only | |
| 4. | Source
of Funds See Item 3 | |
| 5. | Check Box if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization United States | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole
Voting Power 11,529,971 (3) |
| | 8. | Shared
Voting Power 0 |
| | 9. | Sole
Dispositive Power 11,529,971 (3) |
| | 10. | Shared Dispositive Power 0 |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 11,529,971 | |
| 12. | Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |
| 13. | Percent
of Class Represented by Amount in Row (11) 17.03% | |
| 14. | Type of Reporting Person IN | |

(3) Includes (i) 11,527,971 shares of Issuer Common Stock held by EQTI, a wholly owned subsidiary of Equitable, beneficial ownership of which shares may be attributable to David L. Porges, Executive Vice President and Chief Financial Officer of Equitable, and (ii) 2,000 shares of Issuer Common Stock directly held by Mr. Porges. Mr. Porges disclaims beneficial ownership of 11,527,971 shares of Issuer Common Stock held by EQTI.

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THIS AMENDMENT NO. 5 TO SCHEDULE 13D RELATES TO THE SCHEDULE 13D ORIGINALLY FILED ON BEHALF OF THE REPORTING PERSONS WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 31, 2001 (AS AMENDED BY AMENDMENT NO. 1 TO SCHEDULE 13D FILED WITH THE COMMISSION ON APRIL 7, 2003, AS AMENDED AND RESTATED BY AMENDMENT NO. 2 TO SCHEDULE 13D FILED WITH THE COMMISSION ON OCTOBER 21, 2003, AS AMENDED BY AMENDMENT NO. 3 TO SCHEDULE 13D FILED WITH THE COMMISSION ON NOVEMBER 18, 2003, AS AMENDED BY AMENDMENT NO. 4 TO SCHEDULE 13D FILED WITH THE COMMISSION ON DECEMBER 4, 2003, THE “SCHEDULE 13D”). THE SCHEDULE 13D IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY AS FOLLOWS:

SCHEDULE 13D

Item 1.	Security and Issuer
This statement on
Schedule 13D relates to the Common Stock, par value $0.01 per share (“Common
Stock”), of Westport Resources Corporation (“Issuer”). The principal executive offices of the
Issuer are located at 1670 Broadway Street, Suite 2800, Denver, Colorado
80202.
Item 2.	Identity and Background
This Schedule 13D is being filed by EQT Investments, LLC, a Delaware limited
liability company (“EQTI”), Equitable Resources, Inc., a Pennsylvania
corporation (“Equitable” and together with EQTI, the “EQT Entities”), and the
following individuals: Murry S. Gerber and David L. Porges.
EQTI's principal business is to serve as a holding company for
various subsidiaries and affiliates of Equitable. The address of EQTI's principal office is: 801 West Street, 2nd
Floor, Wilmington, Delaware 19801. EQTI
is a wholly owned subsidiary of Equitable.
The principal business of Equitable is to serve as an integrated
energy company with an emphasis on Appalachian area natural gas supply,
natural gas transmission and distribution and leading-edge energy management
services for customers throughout the United States and selected foreign
markets. The address of its principal
office is: One Oxford Centre, 301 Grant Street, Suite 3300, Pittsburgh,
Pennsylvania 15219. Murry S. Gerber
is the Chairman, President and Chief Executive Officer of Equitable. David L. Porges is the Executive Vice
President and Chief Financial Officer of Equitable. The address of each of Mr. Gerber and Mr. Porges is: One Oxford
Centre, Suite 3300, 301 Grant Street, Pittsburgh, Pennsylvania 15219. Mr. Gerber and Mr. Porges are United
States citizens.
Neither EQTI, Equitable nor Messrs. Gerber and Porges, have, during
the past five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or been a party to a civil
proceeding of a judicial or an administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.

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Item 3.	Source and Amount of Funds or Other Consideration
The shares of Common Stock to which this statement on Schedule 13D
relates were acquired by means other than purchase. The method of acquisition is described in Item 4 below.
Item 4.	Purpose of Transaction
On August 21, 2001, the stockholders of Belco Oil & Gas Corp., a
Nevada corporation (“Belco”), and the stockholders of Westport Resources
Corporation, a Delaware corporation (“Westport”), approved and adopted an
Agreement and Plan of Merger dated as of June 8, 2001 (the “Belco Merger Agreement”) by and
between Belco and Westport providing for the merger of Westport with and into
Belco (the “Belco Merger”). In connection
with the Belco Merger, Belco changed its name to Westport Resources
Corporation. Westport stockholders
received one share of Issuer Common Stock for each share of old Westport
Common Stock they owned. ERI
Investments, Inc., a wholly owned subsidiary of Equitable (“ERI”), was a
Westport stockholder and received 13,911,152 shares of Issuer Common Stock in
the Belco Merger.
On March 28, 2003, NORESCO Holdings, Inc. (“NORESCO”) and Equitable
Production Company (“EQT Production”), each a wholly owned subsidiary of
Equitable, acquired 330,000 shares and 575,000 shares, respectively, of
Issuer Common Stock from ERI pursuant to that certain Contribution Agreement
dated as of March 28, 2003 among NORESCO, EQT Production and ERI (the
“Subsidiary Contribution Agreement”).
On March 28, 2003, Equitable Resources Foundation, Inc. (the
“Foundation”) acquired 861,650 shares (the “Donated Shares”) of Common Stock
of the Issuer by gift from NORESCO and EQT Production, pursuant to that
certain Donor Pledge Agreement dated as of March 28, 2003 among NORESCO, EQT
Production, the Foundation and certain parties named therein (the “Donor
Pledge Agreement”). NORESCO donated
314,200 shares of Issuer Common Stock to the Foundation. EQT Production donated 547,450 shares of
Issuer Common Stock to the Foundation.
The Foundation subsequently sold the Donated Shares on March 31, 2003
to fund the Foundation and to provide liquidity for the Foundation’s
anticipated charitable giving commitments.
On May 19, 2003, EQT Production and NORESCO donated 27,550 shares and
15,800 shares of Issuer Common Stock, respectively, to the Foundation, which
shares had been acquired by capital contribution from ERI on March 28,
2003. On May 20, 2003, the Foundation
sold the remaining 43,350 shares of Issuer Common Stock that were acquired by
gift from EQT Production and NORESCO.
The descriptions of the Donor Pledge Agreement and the Subsidiary
Contribution Agreement contained herein are qualified in their entirety by
reference to the applicable agreements, which were filed with the SEC on
April 7, 2003 as Exhibit 10.3 and Exhibit 10.4 to Amendment No. 1 to Schedule
13D, respectively.
A Termination and Voting Agreement, dated as of October 1, 2003 (the
“Voting Agreement”), was entered into among Issuer, Westport Energy LLC, a
Delaware limited liability company (“WELLC”), ERI, Medicor Foundation, a
Liechtenstein foundation, formed pursuant to the Liechtenstwein Persons and
Companies Act (“Medicor,” and together with WELLC, the

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| “Medicor
Group”), and certain stockholders named therein (the “Belfer Group”),
pursuant to which, among other things, the Third Amended and Restated
Shareholders Agreement (the “Third Amended and Restated Shareholders
Agreement”), dated as of February 14, 2003, among Issuer, ERI, the Medicor
Group and the Belfer Group was terminated effective October 1, 2003. Pursuant to the Voting Agreement, Mr.
Porges was designated as a director of the Company by ERI and ERI, the
Medicor Group and certain members of the Belfer Group (collectively, the
“Voting Parties”) agree to vote shares of Issuer Common Stock owned and
controlled by them for the election of each Voting Party’s nominee (Mr.
Porges, in the case of ERI) for election as a director at the Company’s 2004
Annual Meeting of Stockholders. The
Voting Agreement provides that each Voting Party has the right to nominate
one director for election at Issuer’s 2004 Annual Meeting of Stockholders to
serve as a Class 3 member of the Board of Directors of Issuer until Issuer’s
Annual Meeting of Stockholders in 2007.
In addition, each Voting Party will have the right, subject to
applicable law, to remove, with or without cause, any director nominated in
accordance with the Voting Agreement and each of the Voting Parties are
required to vote their shares of Issuer Common Stock in furtherance of this
right of removal from the board. The
Voting Parties have the right to nominate any replacement for a director
nominated in accordance with the provisions of the Voting Agreement upon the
death, resignation, retirement, disqualification or removal from office of
such director. |
| --- |
| In connection with the termination of the
Third Amended and Restated Shareholders Agreement, the Registration Rights
Agreement, dated as of October 1, 2003 (the “Registration Rights Agreement”),
was entered into among Issuer, ERI, the Medicor Group, and certain members of
the Belfer Group (individually a “Registration Rights Party” and collectively
the “Registration Rights Parties”).
The Registration Rights Agreement continues in effect substantially
the same registration rights that ERI, the Medicor Group and the Belfer Group
had under the Third Amended and Restated Shareholders Agreement. Pursuant to the Registration Rights
Agreement, ERI, the Medicor Group and their respective permitted transferees
have three demand registration rights and certain members of the Belfer Group
have two demand registration rights.
Under the Registration Rights Agreement, each Registration Rights
Party has the right to participate in a registration demanded by another
Registration Rights Party, and in that case, the demand will not count as a
demand registration for purposes of the number of demand registration rights
the demanding party has under the Registration Rights Agreement. Each of the Registration Rights Parties
has unlimited piggyback registration rights.
In connection with registration rights received under the Registration
Rights Agreement, each of the Registration Rights Parties agreed to enter
into holdback agreements if requested by the underwriters in underwritten
offerings. The Registration Rights
Agreement became effective simultaneously upon the termination of the Third
Amended and Restated Shareholders Agreement. |
| The descriptions of the Voting Agreement and Registration Rights
Agreement contained herein are qualified in their entirety by reference to
the applicable agreements, which were filed with the SEC on October 21, 2003
as Exhibit 10.1 and Exhibit 10.2 to Amendment No. 2 to Schedule 13D,
respectively. |
| On October 31, 2003, ERI merged (the “ERI Merger”) with and into
EQTI. Pursuant to the ERI Merger, the
13,006,152 shares of Issuer Common Stock held by ERI were transferred by |

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| operation of
law to EQTI, and EQTI succeeded to the rights and duties of ERI under the
Voting Agreement and Registration Rights Agreement. |
| --- |
| On November 24, 2003 EQTI sold 1,258,181
shares of Issuer Common Stock in a Rule 144 transaction. |
| On December 22, 2003 EQTI sold an
additional 220,000 shares of Issuer Common Stock in a Rule 144 transaction. |
| On April 6, 2004, the Issuer entered into an Agreement and Plan of
Merger (the “Merger Agreement”) with Kerr-McGee Corporation (“Parent”) and
Kerr-McGee (Nevada) LLC, a wholly owned subsidiary of Parent (“Merger Sub”),
pursuant to which the Issuer will be merged with and into Merger Sub (the
“Merger”) and Merger Sub will continue as the surviving entity. In the Merger, each share of Issuer Common
Stock outstanding will be converted into 0.71 shares of Parent common
stock. The closing of the Merger is
subject to the satisfaction or waiver of certain conditions set forth in the
Merger Agreement. |
| In connection with the Merger, the Issuer entered into a Termination
Agreement (the “Termination Agreement”) with each of the parties to the Registration Rights Agreement and the Voting
Agreement, pursuant to which the parties thereto have agreed that the
Registration Rights Agreement and Voting Agreement will terminate and be of
no further force or effect as of the effective time of the Merger. |
| As a condition to Parent entering into the Merger Agreement, Parent
required that EQTI enter into a Voting Agreement (the “Parent Voting
Agreement”) pursuant to which EQTI has agreed, for so long as the Voting
Agreement is in effect, to vote all of EQTI’s shares of Issuer Common Stock:
(a) in favor of the Merger and the adoption of the Merger Agreement and the
approval of the other transactions contemplated thereby, and any actions
required in furtherance thereof; (b) against any action or agreement that
EQTI would reasonably expect to result in a breach in any material respect of
any covenant, representation or warranty or any other obligation of the
Issuer under the Merger Agreement; and (c) against (A) any extraordinary
corporate transaction, such as a merger, rights offering, reorganization,
recapitalization or liquidation involving the Issuer or any of its
subsidiaries (other than the Merger), (B) a sale or transfer of a
material amount of assets or capital stock of the Issuer or any of its
subsidiaries or (C) any action that is intended, or would reasonably be
expected, to prevent or materially delay or otherwise interfere with the
Merger and the other transactions contemplated by the Merger Agreement. |
| In connection with the execution of the Merger Agreement, EQTI gave
an irrevocable proxy to Parent to secure the performance of the duties of
EQTI under the Parent Voting Agreement.
The Parent was granted EQTI’s irrevocable proxy to vote, or cause to
be voted, EQTI’s shares of Issuer Common Stock, or grant a consent or
approval in respect of such shares of Issuer Common Stock, at every annual,
special or other meeting of the stockholders of the Issuer, and at any adjournment
or adjournments thereof, or pursuant to any consent in lieu of a meeting or
otherwise, with respect to the matters and in the manner specified in the
paragraph directly above. The
irrevocable proxy will terminate immediately upon termination of the Parent
Voting Agreement in accordance with its terms. EQTI has agreed not to grant any proxies or |

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| powers of
attorney or enter into a voting agreement or other arrangement with respect
to such shares of Issuer Common Stock, other than the Parent Voting
Agreement. |
| --- |
| Under the Parent Voting Agreement, EQTI has also agreed not to sell,
transfer, pledge, encumber, assign or otherwise dispose (collectively,
“Transfer”) of, or enter into any contract, option or other arrangement or
understanding with respect to the Transfer of, EQTI’s shares of Issuer Common
Stock or any interest contained therein (other than, if the transactions
contemplated by the Merger Agreement are consummated, by operation of law in
the Merger), except that EQTI may Transfer any of its shares of Issuer Common
Stock to any other stockholder of Issuer who has entered into a voting
agreement substantially similar to the Parent Voting Agreement, or to any
other person or entity that, prior to or coincident with such Transfer,
executes a voting agreement with Parent on terms substantially identical to
the terms of the Parent Voting Agreement.
EQTI expects that prior to the Merger it may transfer the shares of
Issuer Common Stock it holds to another wholly-owned subsidiary of Equitable. |
| The Parent Voting Agreement, and the proxy granted thereunder, will
terminate and cease to have any force or effect on the earliest of (i) the
termination of the Merger Agreement in accordance with its terms, (ii) the
written agreement of the parties thereto to terminate the Parent Voting
Agreement, (iii) the consummation of the Merger, (iv) the amendment of the
Merger Agreement to decrease the exchange ratio or otherwise alter the Merger
consideration in a manner adverse to the stockholders of the Issuer unless
such amendment has been consented to by certain of the stockholders in
writing prior to or simultaneously with such amendment, and (v) if the Merger
has not been consummated by October 31, 2004, notice at any time thereafter
from either party has been given to the other party of such party's election
to terminate the Parent Voting Agreement (provided, however, that the right
to terminate pursuant to this clause (v) shall not be available to any party
that is in breach in any material respect of its obligations under the Parent
Voting Agreement). Each of Medicor,
Westport Energy LLC and certain other stockholders of the Issuer have entered
into voting agreements with Parent that are substantially identical to the
Parent Voting Agreement. |
| The shares of Parent common stock that EQTI
receives in the Merger in exchange for the shares of Issuer Common Stock it
holds will be subject to Rule 145 under the Securities Act of 1933, as
amended (the “Securities Act”). Under Rule 145, sales of
Parent common stock that EQTI receives in the Merger will be subject to
certain restrictions, including a limitation on the amount of stock that can
be sold in any three-month period, unless the shares are sold in a
transaction registered under the Securities Act or pursuant to an exemption
from registration. These Rule 145
restrictions are similar to the Rule 144 restrictions currently applicable to
EQTI with respect to the shares of Issuer Common Stock held by EQTI. Pursuant to the Merger Agreement, EQTI
will execute an agreement with Parent pursuant to which EQTI agrees to sell
the shares of Parent common stock EQTI receives in the Merger only in
accordance with Rule 145 or in a transaction registered under the Securities
Act or pursuant to an exemption from registration. |
| In connection with the Merger, EQTI entered
into a Registration Rights Agreement dated as of April 6, 2004 with Parent
(the “Parent Registration Rights Agreement”), pursuant to which Parent has
agreed to use its reasonable efforts to file promptly (and in any event
within 30 days) after the filing of a Registration Statement on Form S-4 to
be filed in connection with the |

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| Merger, a registration statement on Form S-3 or other appropriate
form pursuant to Rule 415 under the Securities Act to register the shares of
Parent common stock that EQTI will acquire in the Merger (the “Registration Statement”), and to use its reasonable efforts to cause
the Registration Statement to be declared effective by the Securities and
Exchange Commission at the effective time of the Merger or as soon as
practicable thereafter. Under the
Parent Registration Rights Agreement EQTI may from time to time specify by
notice to Parent the specific manner in which it intends to sell the Parent
common stock it receives in the Merger, including by means of up to one
underwritten offering. Such notice
must be given prior to the earlier of (i) the first anniversary of the
effective time of the Merger, or (ii) the sale of all of the shares of Parent
common stock EQTI receives in the Merger. | |
| --- | --- |
| The descriptions of the Termination
Agreement, the Parent Voting Agreement, the Parent Registration Rights
Agreement and the Merger Agreement contained herein are qualified in their
entirety by reference to the applicable agreement, which are attached hereto
as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3 and Exhibit 10.4, respectively. | |
| None of the reporting persons has any plans
or proposals which relate to, or could result in, any of the matters referred
to in paragraphs (a) through (j), inclusive, of Item 4 of the Schedule
13D. Each of the reporting persons
may, at any time and from time to time, review or reconsider its position and
formulate plans or proposals with respect thereto, but has no present
intention of doing so. | |
| THIS
SCHEDULE 13D DOES NOT CONSTITUTE AN OFFER FOR ANY SECURITIES FOR SALE. THE SALE OF ANY COMMON STOCK HELD BY ANY
EQT ENTITIES WILL BE MADE ONLY BY MEANS OF A PROSPECTUS OR PURSUANT TO AN
EXEMPTION FROM REGISTRATION. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) EQTI directly owns
11,527,971 shares of Issuer Common Stock, representing 17.02% of Issuer
Common Stock outstanding as of March 3, 2004, which are subject to the Voting
Agreement, the Registration Rights Agreement, the Termination Agreement, the
Parent Voting Agreement and the Parent Registration Rights Agreement. Equitable does not directly own any shares
of Issuer Common Stock. Equitable,
however, as the parent of EQTI, may be deemed to have indirect ownership of
11,527,971 shares of Issuer Common Stock.
Equitable disclaims beneficial ownership of the 11,527,971 shares of
Issuer Common Stock held by EQTI. | |
| Murry S. Gerber directly owns 6,500 shares of Issuer Common Stock,
representing .00959% of Issuer Common Stock outstanding as of March 3,
2004. Mr. Gerber, Chairman, President
and Chief Executive Officer of Equitable, the parent of EQTI, may be deemed
to have indirect ownership of 11,527,971 shares of Issuer Common Stock. Mr. Gerber disclaims beneficial
ownership of the 11,527,971 shares of Issuer Common Stock held by EQTI. | |
| David L. Porges directly owns 2,000 shares of Issuer Common Stock,
representing .00295% of Issuer Common Stock outstanding as of March 3, 2004. Mr. Porges, Executive Vice President and
Chief Financial Officer of Equitable, the parent of EQTI, may be deemed to
have | |

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| indirect
ownership of 11,527,971 shares of Issuer Common Stock. Mr. Porges disclaims beneficial ownership
of the 11,527,971 shares of Issuer Common Stock held by EQTI. |
| --- |
| (b) Each of Equitable
and EQTI may be deemed to have the sole power to vote and dispose of
11,527,971 shares of Issuer Common Stock.
Mr. Gerber may be deemed to have the sole power to vote and dispose of
11,534,471 shares of Issuer Common Stock.
Mr. Porges may be deemed to have the sole power to vote and dispose of
11,529,971 shares of Issuer Common Stock.
Each of Equitable, Mr. Gerber and Mr. Porges disclaims beneficial
ownership of 11,527,971 shares of Issuer Common Stock held by EQTI. The principal business, if applicable, and
the address of each of EQTI, Equitable and Messrs. Porges and Gerber are
listed in Item 2. Messrs. Porges and
Gerber are United States citizens. |
| Neither Equitable, EQTI nor Messrs.
Porges and Gerber have, during the past five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
been a party to a civil proceeding of a judicial or an administrative body of
competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws. |
| (c) None of the
persons named in paragraph (a), above, has effected any transactions in
Issuer Common Stock during the past 60 days. |
| (d) Not applicable. |
| (e) Not applicable. |

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| Item 6. | Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer |
| --- | --- |
| EQTI, Equitable, and Messrs.
Porges and Gerber have no contracts, arrangements, understandings or
relationships (legal or otherwise) between themselves and any other person
with respect to any securities of the Issuer other than those described in
Item 4 hereof or below: | |
| (a) Termination and Voting Agreement, dated as of October 1, 2003, by and among Westport Resources Corporation, Westport
Energy LLC, ERI Investments, Inc., Medicor Foundation, and certain
stockholders named therein. | |
| (b) Registration Rights
Agreement, dated as of October 1, 2003, by and among Westport Resources
Corporation, Westport Energy LLC, ERI Investments, Inc., Medicor Foundation,
and certain stockholders named therein. | |
| (c) Termination Agreement, dated as of
April 6, 2004, by and among Westport Resources Corporation,
Westport Energy LLC, EQT Investments, LLC (a successor-in-interest to ERI
Investments, Inc.), Medicor Foundation, and certain stockholders named
therein. | |
| (d) Voting Agreement, dated as of April 6, 2004, by and between Kerr-McGee Corporation
and EQT Investments, LLC (a successor-in-interest to ERI Investments, Inc.). | |
| (e) Registration Rights Agreement, dated as of April 6, 2004, by and
among Kerr-McGee Corporation,
Westport Energy LLC, EQT Investments, LLC (a successor-in-interest to ERI
Investments, Inc.), Medicor Foundation, and certain stockholders named
therein. | |
| (f) Donor Pledge Agreement,
dated as of March 28, 2003, among NORESCO Holdings, Inc., Equitable
Production Company, and Equitable Resources Foundation, Inc. | |
| (g) Contribution Agreement, dated as of March 28, 2003, among NORESCO
Holdings, Inc., Equitable Production Company, and ERI Investments, Inc. | |
| (h) Joint Filing Agreement dated as of December 4, 2003. | |
| Item 7. | Material to Be Filed as Exhibits |

Exhibit No.	Description
10.1	Termination Agreement, dated as of April 6, 2004, by
and among Westport Resources Corporation, Westport Energy LLC, EQT
Investments, LLC (a successor-in-interest to ERI Investments, Inc.), Medicor
Foundation, and certain stockholders named therein (filed herewith).

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| 10.2 | Voting Agreement, dated as of April 6, 2004, by and
among Kerr-McGee Corporation,
Westport Energy LLC, EQT Investments, LLC (a successor-in-interest to ERI
Investments, Inc.), Medicor Foundation, and certain stockholders named
therein (filed herewith). |
| --- | --- |
| 10.3 | Registration Rights Agreement, dated as of April 6,
2004, by and among Kerr-McGee Corporation,
Westport Energy LLC, EQT Investments, LLC (a successor-in-interest to ERI
Investments, Inc.), Medicor Foundation, and certain stockholders named
therein (filed herewith). |
| 10.4 | Agreement
and Plan of Merger, dated as of April 6, 2004, among Kerr-McGee Corporation, Kerr-McGee (Nevada) LLC, and Westport
Resources Corporation (filed as Exhibit 2.1 to Form 8-K filed with the SEC on
April 7, 2004). |
| 10.5 | Termination and Voting Agreement, dated as of October
1, 2003, by and among Westport Resources Corporation, Westport Energy LLC,
ERI Investments, Inc., Medicor Foundation, and certain stockholders named
therein (filed as Exhibit 10.1 to Amendment No. 2 to Schedule 13D filed with
the SEC on October 21, 2003). |
| 10.6 | Registration
Rights Agreement, dated as of October 1, 2003, by and among Westport
Resources Corporation, Westport Energy LLC, ERI Investments, Inc., Medicor
Foundation, and certain stockholders named therein (filed as Exhibit 10.2 to
Amendment No. 2 to Schedule 13D filed with the SEC on October 21, 2003). |
| 10.7 | Donor Pledge
Agreement dated as of March 28, 2003 among NORESCO Holdings, Inc., Equitable
Production Company, and Equitable Resources Foundation, Inc and certain
parties named therein (filed as Exhibit 10.3 to Amendment No. 1 to Schedule
13D filed with the SEC on April 7, 2003). |
| 10.8 | Contribution
Agreement dated as of March 28, 2003 among NORESCO Holdings, Inc., Equitable
Production Company, and ERI Investments, Inc. (filed as Exhibit 10.4 to
Amendment No. 1 to Schedule 13D filed with the SEC on April 7, 2003). |
| 99.1 | Joint Filing
Agreement dated as of December 4, 2003 (filed as Exhibit 99.1 to Amendment
No. 4 to Schedule 13D filed with the SEC on December 4, 2003). |

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Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

| Dated: April
13, 2004 | |
| --- | --- |
| EQT
INVESTMENTS, LLC | |
| By: | /s/ KENNETH
J. KUBACKI |
| Name: | Kenneth J.
Kubacki |
| Title: | Vice
President |
| EQUITABLE
RESOURCES, INC. | |
| By: | /s/ MURRY S.
GERBER |
| Name: | Murry S.
Gerber |
| Title: | Chairman,
President and Chief Executive Officer |
| /s/ MURRY S.
GERBER | |
| Murry S.
Gerber | |
| /s/ DAVID L.
PORGES | |
| David L.
Porges | |

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EXHIBIT INDEX

EXHIBIT NUMBER	DESCRIPTION
10.1	Termination Agreement, dated as of April 6, 2004, by
and among Westport Resources Corporation, Westport Energy LLC, EQT
Investments, LLC (a successor-in-interest to ERI Investments, Inc.), Medicor
Foundation, and certain stockholders named therein (filed herewith).
10.2	Voting Agreement, dated as of April 6, 2004, by and
among Kerr-McGee Corporation,
Westport Energy LLC, EQT Investments, LLC (a successor-in-interest to ERI
Investments, Inc.), Medicor Foundation, and certain stockholders named
therein (filed herewith).
10.3	Registration Rights Agreement, dated as of April 6,
2004, by and among Kerr-McGee Corporation,
Westport Energy LLC, EQT Investments, LLC (a successor-in-interest to ERI
Investments, Inc.), Medicor Foundation, and certain stockholders named
therein (filed herewith).
10.4	Agreement
and Plan of Merger, dated as of April 6, 2004, among Kerr-McGee Corporation, Kerr-McGee (Nevada) LLC, and Westport
Resources Corporation (filed as Exhibit 2.1 to Form 8-K filed with the SEC on
April 7, 2004).
10.5	Termination and Voting Agreement, dated as of October
1, 2003, by and among Westport Resources Corporation, Westport Energy LLC,
ERI Investments, Inc., Medicor Foundation, and certain stockholders named
therein (filed as Exhibit 10.1 to Amendment No. 2 to Schedule 13D filed with
the SEC on October 21, 2003).
10.6	Registration
Rights Agreement, dated as of October 1, 2003, by and among Westport
Resources Corporation, Westport Energy LLC, ERI Investments, Inc., Medicor
Foundation, and certain stockholders named therein (filed as Exhibit 10.2 to
Amendment No. 2 to Schedule 13D filed with the SEC on October 21, 2003).
10.7	Donor Pledge
Agreement dated as of March 28, 2003 among NORESCO Holdings, Inc., Equitable
Production Company, and Equitable Resources Foundation, Inc and certain
parties named therein (filed as Exhibit 10.3 to Amendment No. 1 to Schedule
13D filed with the SEC on April 7, 2003).

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| 10.8 | Contribution
Agreement dated as of March 28, 2003 among NORESCO Holdings, Inc., Equitable
Production Company, and ERI Investments, Inc. (filed as Exhibit 10.4 to
Amendment No. 1 to Schedule 13D filed with the SEC on April 7, 2003). |
| --- | --- |
| 99.1 | Joint Filing
Agreement dated as of December 4, 2003 (filed as Exhibit 99.1 to Amendment
No. 4 to Schedule 13D filed with the SEC on December 4, 2003). |

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