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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1996
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from __________ to __________
Commission file number 1-9148
THE PITTSTON COMPANY
(Exact name of registrant as specified in its charter)
Virginia 54-1317776
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
P.O. Box 4229,
1000 Virginia Center Parkway
Richmond, Virginia 23058-4229
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (804) 553-3600
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
- ------------------- ------------------------
Pittston Brink's Group Common Stock, Par Value $1 New York Stock Exchange
Pittston Burlington Group Common Stock, Par Value $1 New York Stock Exchange
Pittston Minerals Group Common Stock, Par Value $1 New York Stock Exchange
4% Subordinated Debentures Due July 1, 1997 New York Stock Exchange
Rights to Purchase Series A Participating
Cumulative Preferred Stock New York Stock Exchange
Rights to Purchase Series B Participating
Cumulative Preferred Stock New York Stock Exchange
Rights to Purchase Series D Participating
Cumulative Preferred Stock New York Stock Exchange
Securities registered pursuant to Section
12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
As of March 3, 1997, there were issued and outstanding 41,203,179 shares
of Pittston Brink's Group common stock, 20,588,700 shares of Pittston Burlington
Group common stock and 8,405,908 shares of Pittston Minerals Group common stock.
The aggregate market value of such stocks held by nonaffiliates, as of that
date, was $982,937,858, $375,102,248 and $114,944,556, respectively.
Documents incorporated by reference: Portions of the Registrant's
definitive Proxy Statement to be filed pursuant to Regulation 14A(Part III).
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Part IV
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
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(a) 1. All financial statements--see index to financial statements and
schedules.
2. Financial statement schedules--see index to financial statements and
schedules.
3. Exhibits--see exhibit index.
Undertaking
For the purposes of complying with the amendments to the rules governing Form
S-8 (effective July 13, 1990) under the Securities Act of 1933, the undersigned
Registrant hereby undertakes as follows, which undertaking shall be incorporated
by reference into Registrant's Registration Statements on Form S-8 Nos. 2-64258,
33-2039, 33-21393, 33-23333, 33-69040, 33-53565 and 333-02219:
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
The Pittston Company and Subsidiaries
Index to Financial Statements and Schedules
Financial Statements:
THE PITTSTON COMPANY AND SUBSIDIARIES
Statement of Management Responsibility................63
Independent Auditors' Report..........................63
Consolidated Balance Sheets...........................64
Consolidated Statements of Operations.................65
Consolidated Statements of Shareholders' Equity.......66
Consolidated Statements of Cash Flows.................67
Notes to Consolidated Financial Statements............68
PITTSTON BRINK'S GROUP
Statement of Management Responsibility................88
Independent Auditors' Report..........................88
Balance Sheets........................................89
Statements of Operations..............................90
Statements of Cash Flows..............................91
Notes to Financial Statements.........................92
PITTSTON BURLINGTON GROUP
Statement of Management Responsibility...............106
Independent Auditors' Report.........................106
Balance Sheets.......................................107
Statements of Operations.............................108
Statements of Cash Flows.............................109
Notes to Financial Statements........................110
PITTSTON MINERALS GROUP
Statement of Management Responsibility.................125
Independent Auditors' Report...........................125
Balance Sheets.........................................126
Statements of Operations...............................127
Statements of Cash Flows...............................128
Notes to Financial Statements..........................129
Financial Statement Schedules:
Schedules are omitted because they are not material, not applicable or not
required, or the information is included elsewhere in the financial statements.
The Pittston Company and Subsidiaries
Exhibit Index
Each Exhibit listed below that is followed by a reference to a previously filed
document is hereby incorporated by reference to such document.
Exhibit
Number Description
3(i) The Registrant's Restated Articles of Incorporation. Exhibit 3(i) to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30,
1996.
3(ii)The Registrant's Bylaws, as amended. Exhibit 3(ii) to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1995 (the "1995
Form 10-K").
4(a) (i) Amended and Restated Rights Agreement dated as of January 19,
1996, between the Registrant and Chemical Mellon Shareholder Services,
L.L.C., as Rights Agent. Exhibit 2 to the Registrant's Registration
Statement on Form 8-A dated February 26, 1996 (the "Form 8-A").
(ii) Form of Right Certificate for Brink's Rights. Exhibit B-1 to Exhibit 2
to the Form 8-A.
(iii)Form of Right Certificate for Minerals Rights. Exhibit B-2 to Exhibit
2 to the Form 8-A.
(iv) Form of Right Certificate for Burlington Rights. Exhibit B-3 to
Exhibit 2 to the Form 8-A.
Instruments defining the rights of holders of long-term debt of the
Registrant and its consolidated subsidiaries have been omitted because
the amount of debt under any such instrument does not exceed 10% of
the total assets of the Registrant and its consolidated subsidiaries.
The Registrant agrees to furnish a copy of any such instrument to the
Commission upon request.
10(a)*The Registrant's 1979 Stock Option Plan, as amended. Exhibit 10(a) to the
Registrant's Annual Report on Form 10-K for the year ended December 31,
1992 (the "1992 Form 10-K").
10(b)* The Registrant's 1985 Stock Option Plan, as amended. Exhibit 10(b) to the
1992 Form 10-K.
10(c)* The Registrant's Key Employees Incentive Plan, as amended. Exhibit 10(c)
to the Registrant's Annual Report on Form 10-K for the year ended December
31, 1991 (the "1991 Form 10-K").
10(d)* The Company's Key Employees' Deferred Compensation Program as amended.
Exhibit 10(d) to the 1995 Form 10-K.
10(e)* (i)The Registrant's Pension Equalization Plan, as amended. Exhibit 10(a)
to the Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1994 (the "Third Quarter 1994 Form 10-Q").
(ii) Trust Agreement under the Pension Equalization Plan, Retirement Plan
for Non-Employee Directors and Certain Contractual Arrangements of The
Pittston Company made as of September 16, 1994, by and between the
Registrant and Chase Manhattan Bank (National Association), as
Trustee. Exhibit 10(i) to the Third Quarter 1994 Form 10-Q.
(iii)Form of letter agreement dated as of September 16, 1994, between the
Registrant and one of its officers. Exhibit 10(e) to the Third Quarter
1994 Form 10-Q.
(iv) Form of letter agreement dated as of September 16, 1994, between the
Registrant and Participants pursuant to the Pension Equalization Plan.
Exhibit 10(f) to the Third Quarter 1994 Form 10-Q.
10(f)* The Registrant's Executive Salary Continuation Plan. Exhibit 10(e) to the
1991 Form 10-K.
10(g)* The Registrant's Non-Employee Directors' Stock Option Plan. Annex III-A
to Registration Statement No. 33-63323 on Form S-4 dated December 4, 1995
(the "S-4").
10(h)* The Registrant's 1988 Stock Option Plan, as amended. Annex III-B to the
S-4.
10(i)*(i) Employment Agreement dated as of May 1, 1993, between the Registrant
and J. C. Farrell. Exhibit 10 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1993.
(ii) Amendment No. 1 to Employment Agreement dated as of May 1, 1993,
between the Registrant and J. C. Farrell. Exhibit 10(h) to the 1993
Form 10-K.
(iii)Form of Amendment No. 2 dated as of September 16, 1994, to Employment
Agreement dated as of May 1, 1993, as amended by Amendment No. 1
thereto dated March 18, 1994, between the Registrant and Joseph C.
Farrell. Exhibit 10(b) to the Third Quarter 1994 Form 10-Q.
(iv) Amendment No. 3 to Employment Agreement dated as of May 1, 1996,
between the Registrant and J. C. Farrell. Exhibit 10(i)(iv) to the
1995 Form 10-K.
10(j)*(i) Employment Agreement dated as of June 1, 1994, between the Registrant
and D. L. Marshall. Exhibit 10 to the Second Quarter 1994 Form 10-Q.
(ii) Form of Letter Agreement dated as of September 16, 1994, amending
Employment Agreement dated as of June 1, 1994, between the Registrant
and D. L. Marshall. Exhibit 10(c) to the Third Quarter 1994 Form 10-Q.
(iii)Form of Letter Agreement dated as of June 1, 1995, replacing all prior
Employment Agreements and amendments or modifications thereto, between
the Registrant and D. L. Marshall (the "Marshall Employment
Agreement"). Exhibit 10 to the Registrant's quarterly report on Form
10-Q for the Quarter ended June 30, 1995.
(iv) Letter Agreement dated as of April 1, 1996, amending the Marshall
Employment Agreement. Exhibit 10(j)(iv) to the 1995 Form 10-K.
(v) Form of Letter Agreement dated as of June 1, 1997, replacing all prior
Employment Agreements and amendments or modifications thereto, between
the Registrant and D.L. Marshall. Exhibit 10(j)(v) to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1996, filed
on March 27, 1997 (the "1996 Form 10-K").
10(k)* The Company's 1994 Employee Stock Purchase Plan. Exhibit 10.7 to the
First Quarter 1994 Form 10-Q.
10(l)*(i) Form of change in control employment agreement between the Registrant
and Mr. Farrell. Exhibit 10(j) to the 1987 Form 10-K.
(ii) Form of change in control employment agreement between the Registrant
and one of its officers. Exhibit 10(l)(ii) to the 1989 Form 10-K.
(iii)Form of change in control employment agreement between the Registrant
(or a subsidiary) and six of the Registrant's officers. Exhibit
10(l)(iii) to the 1989 Form 10-K.
(iv) Form of letter agreement dated as of July 8, 1993, amending change in
control employment agreements between the Registrant and five of the
Registrant's officers. Exhibit 10 (k) (iv) to the 1993 Form 10-K.
(v) Form of letter agreement dated as of March 8, 1996, amending change in
control employment agreement between the Registrant and one of the
Registrant's officers. Exhibit 10(l)(v) to the 1995 Form 10-K.
10(m)* Form of Indemnification Agreement entered into by the Registrant with its
directors and officers. Exhibit 10(l) to the 1991 Form 10-K.
10(n)*(i) Registrant's Retirement Plan for Non-Employee Directors, as amended.
Exhibit 10(g) to the Third Quarter 1994 Form 10-Q.
(ii) Form of letter agreement dated as of September 16, 1994, between the
Registrant and its Non-Employee Directors pursuant to Retirement Plan
for Non-Employee Directors. Exhibit 10(h) to the Third Quarter 1994
Form 10-Q.
10(o)* Registrant's Directors' Stock Accumulation Plan. Exhibit A to the
Registrant's Proxy Statement filed March 29, 1996.
10(p)* Registrant's Amended and Restated Plan for Deferral of Directors' Fees.
Exhibit 10(o) to the 1989 Form 10-K.
10(q)(i) Participation Agreement (the "Participation Agreement") dated as of
December 19, 1985, among Burlington Air Express Inc. (formerly,
Burlington Northern Air Freight Inc. and Burlington Air Express USA
Inc.) ("Burlington"), the loan participants named therein (the "Loan
Participants"), Manufacturers Hanover Leasing Corporation, as Owner
Participant (the "Owner Participant"), The Connecticut National Bank,
as Indenture Trustee (the "Indenture Trustee") and Meridian Trust
Company, as Owner Trustee (the "Owner Trustee"). Exhibit 10(p)(i) to
the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1988 (the "1988 Form 10-K").
(ii) Trust Agreement (the "Trust Agreement") dated as of December 19, 1985,
between the Owner Participant and the Owner Trustee. Exhibit 10(p)(ii)
to the 1988 Form 10-K.
(iii)Trust Indenture and Mortgage (the "Trust Indenture and Mortgage")
dated December 19, 1985, between the Owner Trustee, as Mortgagor, and
the Indenture Trustee, as Mortgagee (the "Mortgagee"). Exhibit
10(p)(iii) to the 1988 Form 10-K.
(iv) Lease Agreement (the "Lease Agreement") dated as of December 19, 1985,
between the Owner Trustee, as Lessor, and Burlington, as Lessee.
Exhibit 10(p)(iv) to the 1988 Form 10-K.
(v) Tax Indemnity Agreement (the "Tax Indemnity Agreement") dated as of
December 19, 1985, between the Owner Participant and Burlington,
including Amendment No. 1 dated March 10, 1986. Exhibit 10(p)(v) to
the 1988 Form 10-K.
(vi) Guaranty (the "Guaranty") dated as of December 19, 1985, by the
Registrant. Exhibit 10(p)(vi) to the 1988 Form 10-K.
(vii)Trust Agreement and Mortgage Supplement Nos. 1 through 4, dated
December 23 and 30, 1985 and March 10 and May 8, 1986, between the
Owner Trustee, as Mortgagor, and the Indenture Trustee, as Mortgagee,
including Amendment No. 1 dated as of October 1, 1986 to Trust
Agreement and Mortgage Supplement Nos. 3 and 4. Exhibit 10(p)(vii) to
the 1988 Form 10-K.
(viii)Lease Supplements Nos. 1 through 4 dated December 23 and 30, 1985 and
March 10 and May 8, 1986, between the Owner Trustee, as Lessor, and
Burlington, as Lessee, including Amendment No. 1 dated as of October
1, 1986 to Lease Supplements Nos. 3 and 4. Exhibit 10(p)(viii) to the
1988 Form 10-K.
(ix) Letter agreement dated March 10, 1986, among the Owner Participant,
the Mortgagee, the Owner Trustee, the Loan Participants, Burlington
and the Registrant, amending the Lease Agreement, the Trust Indenture
and Mortgage and the Participation Agreement. Exhibit 10(p)(ix) to the
1988 Form 10-K.
(x) Letter agreement dated as of May 8, 1986, among the Owner Participant,
the Mortgagee, the Owner Trustee, the Loan Participants, Burlington
and the Registrant, amending the Participation Agreement. Exhibit
10(p)(x) to the 1988 Form 10-K.
(xi) Letter agreement dated as of May 25, 1988, between the Owner Trustee,
as Lessor, and Burlington, as Lessee, amending the Lease Agreement.
Exhibit 10(p)(xi) to the 1988 Form 10-K.
(xii)Partial Termination of Lease, dated September 18, 1992, between the
Owner Trustee, as Lessor, and Burlington, as Lessee, amending the
Lease Agreement. Exhibit 10(o)(xii) to the 1992 Form 10-K.
(xiii)Partial Termination of Trust Indenture and Mortgage, dated September
18, 1992, between the Indenture Trustee, as Mortgagee, and the Owner
Trustee, as Mortgagor, amending the Trust Indenture and Mortgage.
Exhibit 10(o)(xiii) to the 1992 Form 10-K.
(xiv)Trust Agreement and Mortgage Supplement No. 5, dated September 18,
1992, between the Owner Trustee, as Mortgagor, and the Indenture
Trustee, as Mortgagee. Exhibit 10(o)(xiv) to the 1992 Form 10-K.
(xv) Lease Supplement No. 5, dated September 18, 1992, between the Owner
Trustee, as Lessor, and Burlington, as Lessee. Exhibit 10(o)(xv) to
the 1992 Form 10-K.
(xvi)Lease Supplement No. 6, dated January 20, 1993, between the Owner
Trustee, as Lessor, and Burlington, as Lessor, amending the Lease
Agreement. Exhibit 10(o)(xvi) to the 1992 Form 10-K.
10(r)(i) Lease dated as of April 1, 1989 between Toledo-Lucas County Port
Authority (the "Authority"), as Lessor, and Burlington, as Lessee.
Exhibit 10(i) to the Registrant's quarterly report on Form 10-Q for
the quarter ended June 30, 1989 (the "Second Quarter 1989 Form 10-Q").
(ii) Lease Guaranty Agreement dated as of April 1, 1989 between Burlington
(formerly, Burlington Air Express Management Inc.), as Guarantor, and
the Authority. Exhibit 10(ii) to the Second Quarter 1989 Form 10-Q.
(iii)Trust Indenture dated as of April 1, 1989 between the Authority and
Society Bank & Trust (formerly, Trustcorp Bank, Ohio) (the "Trustee"),
as Trustee. Exhibit 10(iii) to the Second Quarter 1989 Form 10-Q.
(iv) Assignment of Basic Rent and Rights Under a Lease and Lease Guaranty
dated as of April 1, 1989 from the Authority to the Trustee. Exhibit
10(iv) to the Second Quarter 1989 Form 10-Q.
(v) Open-End First Leasehold Mortgage and Security Agreement dated as of
April 1, 1989 from the Authority to the Trustee. Exhibit 10(v) to the
Second Quarter 1989 Form 10-Q.
(vi) First Supplement to Lease dated as of January 1, 1990, between the
Authority and Burlington, as Lessee. Exhibit 10 to the Registrant's
quarterly report on Form 10-Q for the quarter ended March 31, 1990.
(vii)Revised and Amended Second Supplement to Lease dated as of September
1, 1990, between the Authority and Burlington. Exhibit 10(i) to the
Registrant's quarterly report on Form 10-Q for the quarter ended
September 30, 1990 (the "Third Quarter 1990 Form 10- Q").
(viii)Amendment Agreement dated as of September 1, 1990, among City of
Toledo, Ohio, the Authority, Burlington and the Trustee. Exhibit
10(ii) to the Third Quarter 1990 Form 10-Q.
(ix) Assumption and Non-Merger Agreement dated as of September 1, 1990,
among Burlington, the Authority and the Trustee. Exhibit 10(iii) to
the Third Quarter 1990 Form 10-Q.
(x) First Supplemental Indenture between Toledo-Lucas County Port
Authority, and Society National Bank, as Trustee, dated as of March 1,
1994. Exhibit 10.1 to the First Quarter 1994 Form 10-Q.
(xi) Third Supplement to Lease between Toledo-Lucas County Port Authority,
as Lessor, and Burlington Air Express Inc., as Lessee, dated as of
March 1, 1994. Exhibit 10.2 to the First Quarter 1994 Form 10-Q.
(xii)Fourth Supplement to Lease between Toledo-Lucas County Port Authority,
as Lessor, and Burlington Air Express Inc., as Lessee, dated as of
June 1, 1991. Exhibit 10.3 to the First Quarter 1994 Form 10-Q.
(xiii)Fifth Supplement to Lease between Toledo-Lucas County Port Authority,
as Lessor, and Burlington Air Express Inc., as Lessee, dated as of
December 1, 1996. Exhibit 10(r)(xiii) to the 1996 Form 10-K.
10(s)Stock Purchase Agreement dated as of September 24, 1993, between the
Pittston Acquisition Company and Addington Holding Company, Inc. Exhibit 10
to the Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1993.
10(t)(i) Credit Agreement dated as of March 4, 1994, among The Pittston
Company, as Borrower, Lenders Parties Thereto, Chemical Bank, Credit
Suisse and Morgan Guaranty Trust Company of New York, as Co-agents,
and Credit Suisse, as Administrative Agent (the "Credit Agreement").
Exhibit 10.4 to the First Quarter 1994 Form 10-Q.
(ii) Amendment to the Credit Agreement dated as of May 1, 1995. Exhibit
10(s)(ii) to the 1995 Form 10-K.
(iii)Amendment to Credit Agreement dated as of May 15, 1996. Exhibit
10(t)(iii) to the 1996 Form 10-K.
11 Computation of Earnings Per Common Share. Exhibit 11 to the 1996 Form 10-K.
21 Subsidiaries of the Registrant. Exhibit 21 to the 1996 Form 10-K.
23 Consent of independent auditors. Exhibit 23 to the 1996 Form 10-K.
24 Powers of attorney. Exhibit 24 to the 1996 Form 10-K.
27 Financial Data Schedule. Exhibit 27 to the 1996 Form 10-K.
99(a)* Amendment to the Registrant's Pension-Retirement Plan relating to
preservation of assets of the Pension-Retirement Plan upon a change in
control. Exhibit 99 to the 1992 Form 10-K.
99(b)* 1994 Employee Stock Purchase Plan of the Pittston Company's Annual Report
on Form 11-K for the year ended December 31, 1996.
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*Management contract or compensatory plan or arrangement.
Signature
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this 10-K/A to be signed on its
behalf by the undersigned, thereunto duly authorized, on April 25, 1997.
The Pittston Company
(Registrant)
--------------------------------------------
G.R. Rogliano
--------------------------------------------
(G. R. Rogliano, Senior
Vice President)
Date April 25, 1997
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 [FEE REQUIRED]
For the fiscal year ended December 31, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ____________ to _______________
Commission file number 1-9148
1994 EMPLOYEE STOCK PURCHASE PLAN OF THE PITTSTON COMPANY
(Full title of the Plan)
THE PITTSTON COMPANY
(Name of the issuer of securities held pursuant to the Plan)
P.O. BOX 4229,
1000 VIRGINIA CENTER PKWY.,
RICHMOND, VIRGINIA 23058-4229
(Address of issuer's principal (Zip Code)
executive offices)
Independent Auditors' Report
The Participants of the 1994 Employee Stock
Purchase Plan of The Pittston Company:
We have audited the accompanying statements of financial condition of the 1994
Employee Stock Purchase Plan of The Pittston Company (the "Plan") as of December
31, 1996 and 1995, and the related statements of income and changes in plan
equity for the years ended December 31, 1996 and 1995 and the six month period
ended December 31, 1994. 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 generally accepted auditing
standards. 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 financial condition of the Plan as of December 31,
1996 and 1995, and the income and changes in plan equity for the years ended
December 31, 1996 and 1995 and the six month period ended December 31, 1994, in
conformity with generally accepted accounting principles.
KPMG Peat Marwick LLP
Stamford, Connecticut
April 18, 1997
1994 EMPLOYEE STOCK PURCHASE PLAN OF THE PITTSTON COMPANY
STATEMENT OF FINANCIAL CONDITION
December 31, 1996
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Pittston Pittston Pittston
Brink's Group Burlington Group Minerals Group
Common Stock Common Stock Common Stock Total
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Assets:
Cash $ 1,951 751 1,942 4,644
Common stock, at
market value (Note 2) 2,033,505 886,100 847,378 3,766,983
Contributions receivable
from The Pittston Company 472,567 265,760 167,275 905,602
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Total assets $ 2,508,023 1,152,611 1,016,595 4,677,229
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Liabilities and Plan Equity:
Payable to plan participants $ 160,921 73,500 88,639 323,060
Plan equity 2,347,102 1,079,111 927,956 4,354,169
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Total liabilities and plan equity $ 2,508,023 1,152,611 1,016,595 4,677,229
- ---------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to financial statements.
1994 EMPLOYEE STOCK PURCHASE PLAN OF THE PITTSTON COMPANY
STATEMENT OF FINANCIAL CONDITION
December 31, 1995
- ---------------------------------------------------------------------------------------------------------------------------------
Pittston Pittston
Services Group Minerals Group
Common Stock Common Stock Total
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Assets:
Cash $ 2,561 5,055 7,616
Common stock, at market value (Note 2) 1,541,422 418,095 1,959,517
Contributions receivable from
The Pittston Company 562,472 196,905 759,377
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Total assets $ 2,106,455 620,055 2,726,510
- ---------------------------------------------------------------------------------------------------------------------------------
Liabilities and Plan Equity:
Payable to plan participants $ 46,937 11,058 57,995
Plan equity 2,059,518 608,997 2,668,515
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Total liabilities and plan equity $ 2,106,455 620,055 2,726,510
- ---------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to financial statements.
1994 EMPLOYEE STOCK PURCHASE PLAN OF THE PITTSTON COMPANY
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
Year Ended December 31, 1996
- ------------------------------------------------------------------------------------------------------------------------------------
Pittston Pittston Pittston Pittston
Services Group Brink's Group Burlington Group Minerals Group
Common Stock Common Stock Common Stock Common Stock Total
- ------------------------------------------------------------------------------------------------------------------------------------
Income:
Participant contributions -- 954,941 531,992 330,132 1,817,065
Dividend income -- 4,621 8,270 28,221 41,112
Unrealized appreciation
on common stock (Note 3) $ 12,282 449,708 142,412 189,400 793,802
Realized gain on distributions
(Note 4) -- 293,950 70,208 59,418 423,576
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$ 12,282 1,703,220 752,882 607,171 3,075,555
- ------------------------------------------------------------------------------------------------------------------------------------
Withdrawals and Other:
Distribution to Plan participants,
at market value -- 813,836 287,853 288,212 1,389,901
Effect of Brink's Stock Proposal
(Note 1) 2,071,800 (1,457,718) (614,082) -- --
- ------------------------------------------------------------------------------------------------------------------------------------
2,071,800 (643,882) (326,229) 288,212 1,389,901
- ------------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in Plan equity (2,059,518) 2,347,102 1,079,111 318,959 1,685,654
Plan equity--beginning of year 2,059,518 -- -- 608,997 2,668,515
- ------------------------------------------------------------------------------------------------------------------------------------
Plan equity--end of year $ -- 2,347,102 1,079,111 927,956 4,354,169
- ------------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to financial statements.
1994 EMPLOYEE STOCK PURCHASE PLAN OF THE PITTSTON COMPANY
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
Year Ended December 31, 1995
- -----------------------------------------------------------------------------------------------
Pittston Pittston
Services Group Minerals Group
Common Stock Common Stock Total
- -----------------------------------------------------------------------------------------------
Income:
Participant contributions $1,154,431 374,180 1,528,611
Dividend income 7,887 14,131 22,018
Unrealized appreciation on
common stock (Note 3) 501,254 86,717 587,971
Realized gain (loss) on
distributions (Note 4) 39,618 (4,641) 34,977
- -----------------------------------------------------------------------------------------------
$1,703,190 470,387 2,173,577
- -----------------------------------------------------------------------------------------------
Withdrawals:
Distribution to Plan participants,
at market value 233,704 48,882 282,586
- -----------------------------------------------------------------------------------------------
233,704 48,882 282,586
- -----------------------------------------------------------------------------------------------
Increase in Plan equity 1,469,486 421,505 1,890,991
Plan equity--beginning of year 590,032 187,492 777,524
- -----------------------------------------------------------------------------------------------
Plan equity--end of year $2,059,518 608,997 2,668,515
- -----------------------------------------------------------------------------------------------
See accompanying notes to financial statements.
1994 EMPLOYEE STOCK PURCHASE PLAN OF THE PITTSTON COMPANY
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
Six Months Ended December 31, 1994
- --------------------------------------------------------------------------------------
Pittston Pittston
Services Group Minerals Group
Common Stock Common Stock Total
- --------------------------------------------------------------------------------------
Income:
Participant contributions $590,032 187,492 777,524
- --------------------------------------------------------------------------------------
$590,032 187,492 777,524
- --------------------------------------------------------------------------------------
Increase in Plan equity 590,032 187,492 777,524
Plan equity--beginning of period -- -- --
- --------------------------------------------------------------------------------------
Plan equity--end of year $590,032 187,492 777,524
- --------------------------------------------------------------------------------------
See accompanying notes to financial statements.
--
7
1994 EMPLOYEE STOCK PURCHASE PLAN OF THE PITTSTON COMPANY
NOTES TO FINANCIAL STATEMENTS
December 31, 1996 and 1995
1. SUMMARY OF PLAN:
The 1994 Employee Stock Purchase Plan of The Pittston Company (the "Plan") is
"an employee stock purchase plan" within the meaning of Section 423 of the
Internal Revenue Code of 1986 (the "Code"), as amended, covering all eligible
employees of The Pittston Company and its subsidiaries (the "Company"). The Plan
years begin on January 1 and end on December 31. The 1994 Plan year is for the
period beginning July 1, 1994 through December 31, 1994.
During 1995 and 1994, the Plan provided that participant contributions be used
to buy either Pittston Services Group Common Stock ("Services Stock") or
Pittston Minerals Group Common Stock ("Minerals Stock") or both. On January 18,
1996, the shareholders of the Company approved the Brink's Stock Proposal,
resulting in the modification, effective as of January 19, 1996, of the capital
structure of the Company to include an additional class of common stock. The
outstanding shares of Services Stock were redesignated as Brink's Group Common
Stock ("Brink's Stock") on a share-for-share basis, and a new class of common
stock, designated as Burlington Group Common Stock ("Burlington Stock"), was
distributed on the basis of one-half share of Burlington Stock for each share of
Services Stock held by shareholders of record on January 19, 1996. Accordingly,
on the effective date, 48,702 shares of Services Stock were converted to 48,702
shares of Brink's Stock and 24,351 shares of Burlington Stock and a fair value
for these shares of $1,457,718 and $614,082 was allocated from Services Stock to
Brink's Stock and Burlington Stock, respectively.
Upon approval of the Brink's Stock Proposal, the Plan was amended to provide
that participant contributions can be used to purchase Brink's Stock, Burlington
Stock, Minerals Stock, or a combination, as elected by the participant. For each
of the Plan years, the purchase price for each share of common stock to be
purchased under the Plan is the lesser of 85% of the Fair Market Value (as
defined) of such share on either (a) the first date of each six-month period
commencing on each July 1 or January 1 (the "Offering Date") or (b) the last day
of each six-month period from an Offering Date (the "Purchase Date"). The Fair
Market Value with respect to shares of any class of common stock is generally
defined as the average of the high and low quoted sales price of a share of such
stock on the applicable date as reported on the New York Stock Exchange
Composite Transaction Tape.
The maximum number of shares of common stock which may be issued or allocated
pursuant to the Plan is 750,000 shares of Brink's Stock, 375,000 shares of
Burlington Stock and 250,000 shares of Minerals Stock.
Eligibility
Generally, any employee of the Company or a designated subsidiary (a
"Subsidiary") (a) whose date of hire was at least six months prior to the
commencement of the six-month period from an Offering Date to and including the
next following Purchase Date (the "Offering Period") and (b) who is customarily
employed for at least 20 hours per week and at least five months in a calendar
year is eligible to participate in the Plan; provided, however, that in the case
of an employee who is covered by a collective bargaining agreement, he or she
shall not be considered an eligible employee unless and until the labor
organization representing such individual has accepted the Plan on behalf of the
employees in the collective bargaining unit. Any such employee shall continue to
be an eligible employee during an approved leave of absence provided such
employee's right to continue employment with the Company or a Subsidiary upon
expiration of such employee's leave of absence is guaranteed either by statute
or by contract with or a policy of the Company or a Subsidiary.
Contributions
Participants can elect to contribute any whole percentage from 1% up to and
including 10% of their annual base rate of pay, including commissions, but
generally excluding overtime or premium pay. A participant may reduce (but not
increase) the rate of payroll withholding during an Offering Period at any time
prior to the end of such Offering Period for which such reduction is to be
effective. Not more than one reduction may be made in any Offering Period unless
otherwise determined by nondiscriminatory rules. Each participant designates a
percentage in multiples of 10% of the amounts withheld during an Offering Period
that is to be used to purchase Brink's Stock, Burlington Stock or Minerals
Stock; provided, however, that 100% of the amount withheld is allocated between
the three classes of common stock. In the event a participant elects to reduce
the rate of payroll withholding during an Offering Period, such reduction shall
be applied ratably to the allocation of his or her withheld amounts among the
three classes of common stock. During an Offering Period, a participant may not
change the allocation of his or her withholdings for such Offering Period
although such allocation may be changed for any subsequent Offering Period. A
participant who elects to cease participation in the Plan may not resume
participation in the Plan until after the expiration of one full Offering Period
(following cessation of participation).
No participant shall have a right to purchase shares of any class of common
stock if (a) immediately after electing to purchase such shares, such
participant would own common stock possessing 5% or more of the total combined
voting power or value of all classes of stock of the Company or of any
Subsidiary, or (b) the rights of such participant to purchase common stock under
the Plan would accrue at a rate that exceeds $15,000 of Fair Market Value of
such common stock (determined at the time or times such rights are granted) for
each calendar year for which such rights are outstanding at any time.
Distribution
Should a participant elect to cease active participation in the Plan with
respect to any or all of the three classes of common stock at any time up to the
end of an Offering Period, all payroll deductions credited to such participant's
plan account and allocated to the purchase of the class of common stock with
respect to which the participant is ceasing participation shall be returned to
such participant in cash, without interest, as promptly as practicable.
In the event of the termination of a participant's employment for any reason,
including retirement or death, or the failure of a participant to remain
eligible under the terms of the Plan, all full shares of each class of common
stock then held for his or her benefit shall be registered in such individual's
name and an amount equal to the Fair Market Value (on the date of registration
of full shares of common stock in the name of the participant) of any fractional
share then held for the benefit of such participant shall be paid to such
individual, in cash, as soon as administratively practicable, and such
individual shall thereupon cease to own the right to any such fractional share.
Any amounts credited to such individual, prior to the last day of each six-month
Offering Period, shall be refunded, without interest, to such individual or, in
the event of his or her death, to his or her legal representative.
Termination
The Plan shall terminate on June 30, 1997, unless the shareholders shall
theretofore have approved an extension of such termination date. A proposed
amendment to the Plan has been submitted to the shareholders of the Company. If
approved, the amendment will extend the termination date to June 30, 2002.
The Board of Directors of The Pittston Company may, at any time and from time to
time, amend, modify or terminate the Plan, but no such amendment or modification
without the approval of the shareholders shall: (a) increase the maximum number
(determined as provided in the Plan) of shares of any class of common stock
which may be issued pursuant to the Plan; (b) permit the issuance of any shares
of any class of common stock at a purchase price less than that provided in the
Plan as approved by the shareholders; (c) extend the term of the Plan; or (d)
cause the Plan to fail to meet the requirements of an "employee stock purchase
plan" under the Code.
Basis of Accounting
The accompanying financial statements are prepared on the accrual basis of
accounting.
Income Taxes
The Plan and the rights of participants to make purchases thereunder, is
intended to qualify as an "employee stock purchase plan" under Section 423 of
the Code. The Plan is not qualified under Section 401(a) of the Code. Pursuant
to Section 423 of the Code, no income (other than dividends) will be taxable to
a participant until disposition of the shares purchased under the Plan. Upon the
disposition of the shares, the participant will generally be subject to tax and
the amount and character of the tax will depend upon the holding period.
Dividends received on shares held by the Plan on behalf of a participant are
taxable to the participant as ordinary income. Therefore, the Plan does not
provide for income taxes.
Administrative Costs
All administrative costs incurred by the Plan are paid by the Company.
2. INVESTMENTS:
At December 31, 1996, investments in the Plan consisted of 75,124 shares of
Brink's Stock with a total cost of $1,222,473, 43,575 shares of Burlington stock
with a total cost of $591,476 and 55,114 shares of Minerals Stock with a total
cost of $571,261.
At December 31, 1995, investments in the Plan consisted of 49,129 shares of
Services Stock with a total cost of $1,040,168 and 30,133 shares of Minerals
Stock with a total cost of $331,378.
At December 31, 1996 and 1995, the Plan had a total of 1,402 and 1,147
participants, respectively. The cost values of investments under the Plan are
calculated using an average cost methodology.
3. UNREALIZED APPRECIATION:
Changes in unrealized appreciation in common stocks of the Plan are as follows:
1996
- -------------------------------------------------------------------------------------------------------------------
Pittston Services Pittston Brink's Pittston Burlington Pittston Minerals
Group Common Group Common Group Common Group Common
Stock Stock Stock Stock Total
- -------------------------------------------------------------------------------------------------------------------
Unrealized appreciation:
Beginning of year $ 501,254 -- -- 86,717 587,971
Effect of Brink's Stock
Proposal (513,536) 361,324 152,212 -- --
End of year -- 811,032 294,624 276,117 1,381,773
- -------------------------------------------------------------------------------------------------------------------
Change in unrealized
appreciation $ 12,282 449,708 142,412 189,400 793,802
- -------------------------------------------------------------------------------------------------------------------
1995
- -------------------------------------------------------------------------------------------------------------------
Pittston Services Pittston Minerals
Group Common Group Common
Stock Stock Total
- -------------------------------------------------------------------------------------------------------------------
Unrealized appreciation:
Beginning of year -- -- --
End of year $ 501,254 86,717 587,971
- -------------------------------------------------------------------------------------------------------------------
Change in unrealized appreciation $ 501,254 86,717 587,971
- -------------------------------------------------------------------------------------------------------------------
4. REALIZED GAIN (LOSS) ON DISTRIBUTIONS:
The gain (loss) on distribution of common stock as a result of participant
withdrawals is as follows:
1996
- -------------------------------------------------------------------------------------------------------------------
Pittston Brink's Pittston Burlington Pittston Minerals
Group Common Group Common Group Common
Stock Stock Stock Total
- -------------------------------------------------------------------------------------------------------------------
Value of shares distributed:
Market value $ 699,852 214,353 210,631 1,124,836
Cost basis 405,902 144,145 151,213 701,260
- -------------------------------------------------------------------------------------------------------------------
Gain on distribution
of shares to participants $ 293,950 70,208 59,418 423,576
- -------------------------------------------------------------------------------------------------------------------
1995
- -------------------------------------------------------------------------------------------------------------------
Pittston Services Pittston Minerals
Group Common Group Common
Stock Stock Total
- -------------------------------------------------------------------------------------------------------------------
Value of shares distributed:
Market value $ 186,767 37,824 224,591
Cost basis 147,149 42,465 189,614
- -------------------------------------------------------------------------------------------------------------------
Gain (loss) on distribution of shares to participants $ 39,618 (4,641) 34,977
- -------------------------------------------------------------------------------------------------------------------
Participant withdrawals for the year ended December 31, 1996 consisted of 25,795
shares of Brink's Stock, 11,658 shares of Burlington Stock and 14,967 shares of
Minerals Stock.
Participant withdrawals for the year ended December 31, 1995 consisted of 6,840
shares of Services Stock and 3,401 shares of Minerals Stock.
5. SUBSEQUENT EVENT
In February 1997, the Plan purchased from The Pittston Company Employee Benefits
Trust, 20,835 shares of Brink's Stock at $22.69 per share, 15,684 shares of
Burlington Stock at $16.95 per share and 15,140 shares of Minerals Stock at
$11.05 per share for a total purchase price of $905,602 to satisfy contributions
made for the last six months of the plan year ended December 31, 1996.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustee
(or other persons who administer the employee benefit plan) have duly caused
this annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
1994 Employee Stock Purchase Plan
of The Pittston Company
(Name of Plan)
---------------------------------
Frank T. Lennon
---------------------------------
(Frank T. Lennon
Vice President - Human Resources
and Administration)
Date April 25, 1997
Consent of Independent Auditors
We consent to incorporation by reference in the registration statement (No.
33-53565) on Form S-8 of The Pittston Company of our report dated April 18,
1997, relating to the statements of financial condition of the 1994 Employee
Stock Purchase Plan of The Pittston Company as of December 31, 1996 and 1995,
and the related statements of income and changes in plan equity for the years
ended December 31, 1996 and 1995 and the six month period ended December 31,
1994, which report appears in the 1996 Annual Report on Form 11-K of the 1994
Employee Stock Purchase Plan of The Pittston Company.
KPMG Peat Marwick LLP
Stamford, Connecticut
April 18, 1997