SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 16, 1994
THE PITTSTON COMPANY
(Exact Name of registrant as specified in its charter)
Virginia 1-9148 54-1317776
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of Incorporation)
100 First Stamford Place
P. O. Box 120070
Stamford, Connecticut 06912-0070
(Address of principal (Zip Code)
executive offices)
(203)978-5200
(Registrant's telephone number, including area code)
Item 5. Other Events
The Pittston Company ("Pittston") has announced
that it will redeem all outstanding 9.20% Convertible
Subordinated Debentures Due July 1, 2004 on April 15, 1994.
The terms of the redemption are described in Pittston's
Notice to Debentureholders and press release, each dated
March 16, 1994, and filed as exhibits to this report and
incorporated herein by reference.
EXHIBITS
Notice to Debentureholders dated March 16, 1994.
Registrant's press release dated March 16, 1994.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned
hereunto duly authorized.
THE PITTSTON COMPANY
(Registrant)
J. B. Hartough
By _________________________
Vice President
Date: March 16, 1994
EXHIBITS
Exhibits Description
99 Notice to Debentureholders
dated March 16, 1994.
99 Registrant's press release
dated March 16, 1994.
Exhibit 99
THE PITTSTON COMPANY
9.20% CONVERTIBLE SUBORDINATED DEBENTURES DUE JULY 1, 2004
CUSIP No. 725701AB2
NOTICE OF REDEMPTION
Conversion Rights Expire at 5:00 P.M., E.T.,
on April 5, 1994
NOTICE IS HEREBY GIVEN that, pursuant to the redemption provisions of the
Indenture, dated as of February 1, 1979 between The Pittston Company (the
"Company"), and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Trustee, the
Company has elected to redeem, and will redeem on April 15, 1994 (the
"Redemption Date"), all of the Company's outstanding 9.20% Convertible
Subordinated Debentures Due July 1, 2004 (the "Debentures"), at a total
redemption price of $105.42 for each $100 principal amount of Debentures (the
"Redemption Price"). Such amount represents, for each $100 principal amount of
Debentures, 102.76% of such Debenture's principal amount, or $102.76, plus
accrued interest to the Redemption Date in the amount of $2.66. The
Redemption Price will become payable on the Redemption Date and will be made
upon presentation and surrender of the Debentures at the office of Morgan
Guaranty Trust Company of New York at the address set forth below. On and
after the Redemption Date, interest on the Debentures will cease to accrue.
The Debentures will no longer be deemed outstanding after the Redemption Date
and all rights with respect thereto, other than the right of holders to
receive the Redemption Price, will cease after the Redemption Date.
Holders of Debentures have, as alternatives to redemption, the right to sell
Debentures through usual brokerage facilities and the following further right:
CONVERSION OF DEBENTURES INTO COMMON STOCK
The Debentures are presently convertible at the conversion rate of two shares
of Pittston Services Group Common Stock, par value $1.00 per share ("Services
Stock"), and two-fifths of one share of Pittston Minerals Group Common Stock,
par value $1.00 per share ("Minerals Stock" and together with the Services
Stock, the "Common Stock"), for each $100 principal amount of Debentures. No
fractional shares of Common Stock will be issued upon conversion of the
Debentures and cash will be paid in lieu thereof. In addition, any Debentures
surrendered for conversion will not be entitled to interest accrued but unpaid
to the date of conversion. The right to convert Debentures into Common Stock
will terminate at the close of business on April 5, 1994. Until such time,
holders of Debentures have the right to so convert their Debentures, by
delivery of the Debentures to the address specified below, accompanied by duly
executed written notice, stating that the holder elects to convert such
Debentures and the name(s) (with address) in which the stock certificates are
to be issued.
Each conversion shall be deemed to have been effected immediately prior to
5:00 p.m., E.T., on the date on which a Debenture shall have been surrendered
and written notice of conversion sufficiently completed shall have been
received by Morgan Guaranty Trust Company of New York as conversion and
redemption agent (the "Agent") at the address specified below together with
appropriate documentation. At such time the rights of the holder of such
Debenture as such a holder will cease. The person in whose name any
certificates for shares of Common Stock shall be issuable upon such conversion
shall be deemed to have become the record holder(s) on that date of the shares
represented thereby.
ADDRESS FOR DELIVERY
To surrender Debentures for redemption or conversion, you must deliver your
certificates representing the Debentures to the Agent at the address indicated
below:
For Hand and Mail Delivery:
Morgan Guaranty Trust Company of New York
Corporate Trust Operations
Tellers and Mail Unit
55 Exchange Place
Basement A
New York, NY 10260-0023
The method of delivery of the Debentures to Morgan Guaranty Trust Company of
New York is at the option and risk of the holder, but if mail is used,
registered mail with return receipt is suggested. Care must be taken that any
mailed documents are received on or prior to the applicable date discussed
above.
SUMMARY OF ALTERNATIVES
This Notice is not intended as a solicitation or as advice either to convert
or sell your Debentures. However, in summary, you have the following three
alternatives:
a. To surrender your Debentures to the Agent, at the address set
forth above with written instructions and an executed Form W-9,
for redemption at the Redemption Price of $105.42 for each $100
principal amount of Debentures; or
b. To convert your Debentures prior to 5:00 p.m., E.T. on April 5,
1994 into two shares of Services Stock and two-fifths of one share
of Minerals Stock (with cash paid in lieu of fractional shares)
for each $100 principal amount of Debentures; or
c. To sell your Debentures through brokers to others. Holders of
Debentures should consult their own brokers as to this procedure.
After April 5, 1994, your only right will be to surrender your Debentures for
redemption at the price of $102.76 plus accrued interest of $2.66 to the
Redemption Date, for each $100 principal amount of Debentures. Interest on
the Debentures will not accrue on or after the Redemption Date.
Based on the last sale prices of the Services Stock and Minerals Stock on
March 14, 1994 of $28 1/4 and $ 21 5/8 per share respectively, a holder
converting Debentures on that date would have received, for each $100
principal amount of Debentures converted, Services Stock and Minerals Stock
together with cash in lieu of fractional equivalent shares, having an
aggregate market price of $65.15. SO LONG AS THE COMBINED MARKET PRICE OF TWO
SHARES OF SERVICES STOCK AND TWO-FIFTHS OF ONE SHARE OF MINERALS STOCKS
REMAINS BELOW $105.42, THE AGGREGATE MARKET PRICE OF THE SHARES OF COMMON
STOCK AND CASH IN LIEU OF FRACTIONAL SHARES INTO WHICH THE DEBENTURES ARE
CONVERTIBLE WILL BE LESS THAN THE AMOUNT OF CASH RECEIVABLE UPON REDEMPTION.
It should be noted, however, that the price of the Services Stock and Minerals
Stock received upon conversion will fluctuate in the market both prior and
subsequent to conversion, and no assurance can be given concerning the market
price of the Services Stock and Minerals Stock. In addition, a holder of
Common Stock may incur various expenses of sale if such Services Stock and
Minerals Stock are sold in the market.
CERTAIN FEDERAL TAX CONSEQUENCES
The following summary is a general discussion of certain Federal income tax
consequences relevant to the redemption or conversion of the Debentures held
by United States citizens and resident individuals, domestic corporations and
other persons and entities subject to Federal income tax with respect to the
Debentures on a net income basis. The summary relates only to Debentures, or
Common Stock received on conversion thereof, that are held as capital assets.
INVESTORS SHOULD CONSULT THEIR OWN ADVISORS CONCERNING THE TAX CONSEQUENCES OF
THE REDEMPTION OR CONVERSION OF THE DEBENTURES.
Redemption of Debentures A holder of a Debenture generally will recognize
gain or loss on the redemption of a Debenture in an amount equal to the
difference between the cash received (exclusive of any amount received for
accrued interest) and the holder's adjusted tax basis in the Debenture. Such
gain or loss will be capital gain or loss, except in the case of Debentures
acquired after April 30, 1993 to the extent of any accrued market discount (as
defined in section 1278 of the Internal Revenue Code of 1986, as amended
("Code")), and will be long-term capital gain or loss if the Debenture has
been held for more than one year at the time of the redemption. A holder who
acquired a Debenture at a market discount after April 30, 1993 will be
required to treat gain recognized on the redemption of the Debenture as
ordinary income to the extent of any accrued market discount, subject to a de
minimis exception.
Conversion of Debentures A holder of Debentures generally will not recognize
gain or loss on conversion of the Debentures into Common Stock, except as
discussed below.
A holder receiving cash in lieu of a fractional share of Common Stock will
generally recognize capital gain or loss in an amount equal to the difference
between the amount of cash received and the basis in the converted Debenture
allocable to the fractional share.
Any accrued market discount on a Debenture acquired after April 30, 1993 that
is converted should be carried over to the Services Stock and Minerals Stock
received and treated as ordinary income on disposition of such Services Stock
and Minerals Stock.
BACKUP WITHHOLDING TAX
The Code requires us to withhold 31% of any redemption proceeds (including
premium, if any, and accrued interest) made to holders who fail to provide us
with, and certify under penalty of perjury, a correct taxpayer identification
number (employer identification number or social security number, as
appropriate) on or before the date the securities are presented for payment.
Those holders who are required to provide their correct taxpayer
identification number on Internal Revenue Service Form W-9 and who fail to do
so may also be subject to a penalty of $50.
THE FOREGOING DISCUSSION DOES NOT CONSIDER THE FACTS AND CIRCUMSTANCES OF ANY
PARTICULAR INVESTOR. INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISORS
REGARDING THE APPLICATION AND EFFECT OF OTHER FEDERAL, STATE, LOCAL OR FOREIGN
TAX CONSEQUENCES AFFECTING THE REDEMPTION OR CONVERSION OF THE DEBENTURES, AS
WELL AS FEDERAL, STATE, LOCAL, OR FOREIGN TAX CONSEQUENCES RESULTING FROM THE
OWNERHIP OR SALE OF COMMON STOCK FOLLOWING CONVERSION.
The Pittston Company
Dated March 16, 1994
Exhibit 99
The Pittston Company
100 First Stamford Place
Stamford, CT 06912-0070
Tel 203-978-5200
Fax 203-978-5315
Contact: Investor Relations 203-978-5308
PRESS RELEASE
Immediate Release
March 16, 1994
The Pittston Company
Announces Redemption of 9.20% Convertible Subordinated
Debentures Due July 1, 2004
Stamford, CT - March 16, 1994. The Pittston Company announced
today that it will redeem all outstanding 9.20% Convertible
Subordinated Debentures due July 1, 2004 (the "Debentures") on
April 15, 1994. The principal amount outstanding is approxi-
mately $27.8 million. A total redemption price of $105.42 for
each $100 principal amount of Debentures will be paid on such
date. The redemption amount represents, for each $100 principal
amount of the Debentures, 102.76% of the principal amount of the
Debentures, or $102.76, plus accrued interest to the redemption
date in the amount of $2.66.
The Debentures may immediately be converted at the option of
holders into two shares of Pittston Services Group Common Stock
("Services Stock") and two-fifths of one share of Pittston
Minerals Group Common Stock ("Minerals Stock" and together with
the Services Stock, the "Common Stock"), for each $100 principal
amount of Debentures. No fractional shares of Common Stock will
be issued upon conversion of the Debentures and cash will be paid
in lieu thereof. The right to convert Debentures into Common
Stock will terminate at the close of business on April 5, 1994.
To surrender Debentures for redemption or conversion, holders
must deliver certificates to Morgan Guaranty Trust Company of New
York at the address indicated below:
Morgan Guaranty Trust Company of New York
Corporate Trust Operations
Tellers and Mail Unit
55 Exchange Place
Basement A
New York, NY 10260-0023
Individual holders will receive in the mail additional
information concerning the redemption from Morgan Guaranty Trust
Company of New York.
* * * * *
Pittston Minerals Group Common Stock (NYSE - PZM) and Pittston
Services Group Common Stock (NYSE - PZS) represent the two
classes of common stock of The Pittston Company, a diversified
firm with interests in coal and gold mining, security services
through Brink's, Incorporated and Brink's Home Security, Inc. and
airfreight and logistics management services through Burlington
Air Express Inc.