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):
September 15, 1995
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)978-5300
(Registrant's telephone number, including area code)
Item 5. Other Events
The Pittston Company ("Pittston") announced today
that its Board of Directors had approved, subject to a
favorable vote of shareholders, the establishment of a plan
under which Pittston Services Group Common Stock will be
divided into two classes of common stock designed to
separately track Pittston's services businesses. The
proposed plan is described in Pittston's press release dated
September 15, 1995, filed as an exhibit to this report and
incorporated herein by reference.
EXHIBIT
Registrant's press release dated September 15, 1995.
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)
Austin F. Reed
By____________________________
Vice President
Date: September 15, 1995
EXHIBIT INDEX
Exhibit
Press release dated September 15,
1995, of The Pittston Company.
September 15, 1995
PITTSTON TO SEPARATE PITTSTON SERVICES GROUP COMMON STOCK
INTO TWO CLASSES: BRINK'S AND BURLINGTON GROUPS
Stamford, CT. - September 15, l995 - The Pittston Company announced
today that its Board of Directors has approved, subject to a
favorable vote of shareholders, a plan to separate the Pittston
Services Group Common Stock ("Services" - NYSE:PZS) into two classes
of common stock which would separately track Pittston's security
services and home security businesses (the Pittston Brink's Group)
and its global freight transportation and logistics management
businesses (the Pittston Burlington Group). The plan will not
alter the Pittston Minerals Group and is designed so that it will
have no adverse effect on the holders of Pittston Minerals Group
Common Stock ("Minerals" - NYSE:PZM), Pittston's Series C
Convertible Preferred Stock ("Preferred") or the Company's
creditors.
Under the proposed plan, a new class of common stock called
Pittston Burlington Group Common Stock ("Burlington") will be
distributed tax free to Pittston Services Group shareholders in the
ratio of one half of one share of Burlington stock for each
outstanding share of Services stock. Pittston Services
shareholders will retain their existing common stock which will be
redesignated Pittston Brink's Group Common Stock ("Brink's") on a
share for share basis. The Pittston Company will continue as a
single corporate entity with three classes of common stock:
Brink's, Burlington and Minerals.
The Brink's stock will track the performance of Pittston's growing
security businesses - Brink's, Incorporated and Brink's Home
Security, Inc. Brink's is the world's largest provider of secure
transportation and processing services for high value commodities.
Brink's Home Security is the second largest home security company
in the United States with over 350,000 subscribers nationwide. The
Burlington stock will separately track the performance of
Burlington Air Express Inc., a global freight transportation and
logistics management services company with revenues exceeding $1.2
billion.
The proposed plan is subject to shareholder approval by Services,
Minerals and Preferred shareholders voting separately and all
common shareholders voting together. A preliminary proxy statement
will be filed with the Securities and Exchange Commission and a
special shareholders meeting, which is expected to be held either
later in 1995 or early 1996, will be scheduled following completion
of this regulatory process. The plan will become effective upon
shareholder approval. Pittston plans to list both the Brink's and
Burlington stocks on the New York Stock Exchange. The Minerals
stock will continue to be listed on the New York Stock Exchange.
The Board of Directors currently intends to pay dividends on the
Brink's stock at an initial annual rate of $.10 per share and on
Burlington stock at an initial annual rate of $.24 per share,
equivalent to an annual dividend of $.22 per share on the existing
Services stock which is 10% greater than the current annual
dividend of $.20 per share. The Board also expects to continue to
pay a quarterly dividend at an annual rate of $.65 per share on the
Minerals stock and regular quarterly dividends on the Preferred
stock. Future dividend policies will be based upon the earnings,
cash flow, financial condition and business requirements of each of
the Brink's, Burlington and Minerals groups.
Joseph C. Farrell, Pittston's Chairman and Chief Executive Officer,
commented that "Our plan to separate Pittston Services Common Stock
into two separate classes is intended to enhance shareholder values
by allowing existing shareholders and potential new investors to
separately value the Brink's and Burlington businesses based upon
their unique growth characteristics. We believe Brink's stock
will be the premier quality security services stock benefiting from
rapid growth prospects. Burlington stock will be a "pure play"
global logistics and airfreight stock benefiting from the
increasing worldwide demand for reliable, efficient logistics and
transportation services. In addition, the plan preserves for all
shareholders the considerable economic benefits of remaining one
corporation and the Company's flexibility to implement future
restructuring options should they become desirable."
A conference call for shareholders, securities analysts and
potential investors has been scheduled with Pittston's management
on Monday, September 18, l995 at 3 p.m. EST. Interested parties
should call 800-553-2165 fifteen minutes prior to start of the
conference call.
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Pittston Services Group Common Stock (NYSE-PZS) and Pittston
Minerals Group Common Stock (NYSE-PZM) represent the two classes of
common stock of The Pittston Company, a diversified firm with
interests in security services through Brink's, Incorporated and
Brink's Home Security, Inc., global freight transportation and
logistics management services through Burlington Air Express Inc.,
and coal and gold mining through Pittston Minerals Group.