SEC Filing - Brink's Company

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UNITED STATES 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 [NO FEE REQUIRED] FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998 [ ] 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 SAVINGS-INVESTMENT PLAN OF THE PITTSTON COMPANY AND ITS SUBSIDIARIES (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., GLEN ALLEN, VIRGINIA 23058-4229 (ADDRESS OF ISSUER'S PRINCIPAL (ZIP CODE) EXECUTIVE OFFICES)

SAVINGS-INVESTMENT PLAN OF THE PITTSTON COMPANY AND ITS SUBSIDIARIES Financial Statements and Schedules December 31, 1998 and 1997 (With Independent Auditors' Report Thereon)

SAVINGS-INVESTMENT PLAN OF THE PITTSTON COMPANY AND ITS SUBSIDIARIES Index to Financial Statements and Schedules December 31, 1998 and 1997 Independent Auditors' Report Statement of Net Assets Available for Plan Benefits, with Fund Information as of December 31, 1998 Statement of Net Assets Available for Plan Benefits, with Fund Information as of December 31, 1997 Statement of Changes in Net Assets Available for Plan Benefits, with Fund Information for the Year Ended December 31, 1998 Statement of Changes in Net Assets Available for Plan Benefits, with Fund Information for the Year Ended December 31, 1997 Notes to Financial Statements Schedules --------- Schedule of Assets Held for Investment Purposes as of December 31, 1998 1 Schedule of Reportable Transactions for the Year Ended December 31, 1998 2 Other schedules not filed herewith are omitted because of the absence of conditions under which they are required.

INDEPENDENT AUDITORS' REPORT The Compensation and Benefits Committee of the Board of Directors The Pittston Company: We have audited the accompanying statements of net assets available for plan benefits, with fund information of the Savings-Investment Plan of The Pittston Company and its Subsidiaries (the "Plan") as of December 31, 1998 and 1997, and the related statements of changes in net assets available for plan benefits, with fund information for the years then ended. 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 net assets available for plan benefits of the Savings-Investment Plan of The Pittston Company and its Subsidiaries as of December 31, 1998 and 1997, and the changes in net assets available for plan benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary information included in Schedules 1 and 2 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The fund information in the statements of net assets available for plan benefits, with fund information and the statements of changes in net assets available for plan benefits, with fund information is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ KPMG LLP - ------------------ KPMG LLP Richmond, Virginia May 28, 1999

SAVINGS-INVESTMENT PLAN OF THE PITTSTON COMPANY AND ITS SUBSIDIARIES Statement of Net Assets Available for Plan Benefits, with Fund Information December 31, 1998 (In thousands) Participant Directed ------------------------------------------------------------------------- Stable Spectrum Equity Brink's BAX Minerals Participant Value Income Income Stock Stock Stock Notes Fund Fund Fund - ---------------------------------------------------------------------------------------------------------------- Assets Assets held by trustee: Investments: Common stocks $ 4,091 820 109 - - - - Mutual funds - - - - 52,534 1,230 5,734 Participant notes receivable - - - 13,215 - - - ------------------------------------------------------------------------- 4,091 820 109 13,215 52,534 1,230 5,734 Receivables: Participant contributions 54 21 6 - 352 26 86 Employer contributions - - - - - - - Interest - - - 80 - - - ------------------------------------------------------------------------- 54 21 6 80 352 26 86 ------------------------------------------------------------------------- Total assets 4,145 841 115 13,295 52,886 1,256 5,820 Liabilities Accrued liabilities - 1 - - 29 2 6 ------------------------------------------------------------------------- Total liabilities - 1 - - 29 2 6 Net assets available for plan benefits (includes $5,061 for benefits payable to participants) $ 4,145 840 115 13,295 52,857 1,254 5,814 ------------------------------------------------------------------------- Participant Directed -------------------------------------------------------------------------------------- Personal Personal Personal Equity International Small-Cap New America New Strategy Strategy Strategy Index Stock Value Growth Horizons Income Balanced Growth Fund Fund Fund Fund Fund Fund Fund Fund - ----------------------------------------------------------------------------------------------------------------------------- Assets Assets held by trustee: Investments: Common stocks $ - - - - - - - - Mutual funds 19,295 3,571 2,198 28,904 4,632 1,796 20,285 3,003 Participant notes receivable - - - - - - - - ------------------------------------------------------------------------------------ 19,295 3,571 2,198 28,904 4,632 1,796 20,285 3,003 Receivables: Participant contributions 183 52 43 257 81 32 155 76 Employer contributions - - - - - - - - Interest - - - - - - - - ------------------------------------------------------------------------------------ 183 52 43 257 81 32 155 76 ------------------------------------------------------------------------------------ Total assets 19,478 3,623 2,241 29,161 4,713 1,828 20,440 3,079 Liabilities Accrued liabilities 26 7 2 32 3 1 21 3 ------------------------------------------------------------------------------------ Total liabilities 26 7 2 32 3 1 21 3 Net assets available for plan benefits (includes $5,061 for benefits payable to participants) $19,452 3,616 2,239 29,129 4,710 1,827 20,419 3,076 ------------------------------------------------------------------------------------

Table (continued) Non Participant Directed -------------------------------------- Brink's BAX Minerals Stock Stock Stock Total - ----------------------------------------------------------------------------- Assets Assets held by trustee: Investments: Common stocks $46,967 10,495 1,530 64,012 Mutual funds - - - 143,182 Participant notes receivable - - - 13,215 -------------------------------------- 46,967 10,495 1,530 220,409 Receivables: Participant contributions - - - 1,424 Employer contributions 407 148 88 643 Interest - - - 80 -------------------------------------- 407 148 88 2,147 Total assets 47,374 10,643 1,618 222,556 Liabilities Accrued liabilities - - - 133 -------------------------------------- Total liabilities - - - 133 Net assets available for plan benefits (includes $5,061 for benefits payable to participants) $47,374 10,643 1,618 222,423 -------------------------------------- See accompanying notes to financial statements.

SAVINGS-INVESTMENT PLAN OF THE PITTSTON COMPANY AND ITS SUBSIDIARIES Statement of Net Assets Available for Plan Benefits, with Fund Information December 31, 1997 (In thousands) Participant Directed ----------------------------------------------------------------------------- Stable Spectrum Equity Brink's BAX Minerals Participant Value Income Income Stock Stock Stock Notes Fund Fund Fund - -------------------------------------------------------------------------------------------------------------------- Assets Assets held by trustee: Investments: Common stocks $ 5,662 1,866 300 - - - - Mutual funds - - - - 51,971 538 3,955 Participant notes receivable - - - 13,580 - - - ----------------------------------------------------------------------------- 5,662 1,866 300 13,580 51,971 538 3,955 Cash - - - - - - - Receivables: Participant contributions 32 6 11 - 358 13 63 Employer contributions - - - - - - - Interest - - - 86 - - - ----------------------------------------------------------------------------- 32 6 11 86 358 13 63 ----------------------------------------------------------------------------- Total assets 5,694 1,872 311 13,666 52,329 551 4,018 Net assets available for plan benefits (includes $1,707 for benefits payable to participants) $ 5,694 1,872 311 13,666 52,329 551 4,018 ----------------------------------------------------------------------------- Participant Directed --------------------------------------------------------------------------------------- Personal Personal Personal Equity International Small-Cap New America New Strategy Strategy Strategy Index Stock Value Growth Horizons Income Balanced Growth Fund Fund Fund Fund Fund Fund Fund Fund - ------------------------------------------------------------------------------------------------------------------------------ Assets Assets held by trustee: Investments: Common stocks $ - - - - - - - - Mutual funds 13,276 2,863 2,143 23,400 3,505 947 17,700 1,819 Participant notes receivable - - - - - - - - --------------------------------------------------------------------------------------- 13,276 2,863 2,143 23,400 3,505 947 17,700 1,819 Cash 7 - - - - - - - Receivables: Participant contributions 137 47 35 229 67 18 148 51 Employer contributions - - - - - - - - Interest - - - - - - - - --------------------------------------------------------------------------------------- 137 47 35 229 67 18 148 51 --------------------------------------------------------------------------------------- Total assets 13,420 2,910 2,178 23,629 3,572 965 17,848 1,870 Net assets available for plan benefits (includes $1,707 for benefits payable to participants) $13,420 2,910 2,178 23,629 3,572 965 17,848 1,870 ---------------------------------------------------------------------------------------

Table (Continued) Non Participant Directed -------------------------------------- Brink's BAX Minerals Stock Stock Stock Total - ----------------------------------------------------------------------------- Assets Assets held by trustee: Investments: Common stocks $60,810 22,072 3,893 94,603 Mutual funds - - - 122,117 Participant notes receivable - - - 13,580 -------------------------------------- 60,810 22,072 3,893 230,300 Cash - - - 7 Receivables: Participant contributions - - - 1,215 Employer contributions 346 103 163 612 Interest - - - 86 -------------------------------------- 346 103 163 1,913 -------------------------------------- Total assets 61,156 22,175 4,056 232,220 Net assets available for plan benefits (includes $1,707 for benefits payable to participants) $61,156 22,175 4,056 232,220 -------------------------------------- See accompanying notes to financial statements.

SAVINGS-INVESTMENT PLAN OF THE PITTSTON COMPANY AND ITS SUBSIDIARIES Statement of Changes in Net Assets Available for Plan Benefits, with Fund Information Year Ended December 31, 1998 (In thousands) Participant Directed ---------------------------------------------------------------------------- Stable Spectrum Equity Brink's BAX Minerals Participant Value Income Income Stock Stock Stock Notes Fund Fund Fund - ------------------------------------------------------------------------------------------------------------------------ Income: Dividends $ 13 16 10 - 3,051 74 420 Interest - - - 1,005 - - - Net appreciation (depreciation) in fair value of investments (1,100) (1,038) (216) - - (18) 21 Contributions: Participant 522 184 58 - 3,866 238 953 Employer - - - - - - - Rollover - - - - 90 16 130 ------------------------------------------------------------------------------- Total additions (reductions) (565) (838) (148) 1,005 7,007 310 1,524 ------------------------------------------------------------------------------- Distributions to participants or beneficiaries (863) (187) (47) (960) (7,317) (144) (226) Interfund transfers (121) (7) (1) (416) 689 482 220 ------------------------------------------------------------------------------- Net increase (decrease) (1,549) (1,032) (196) (371) 379 648 1,518 Plan merger (note 1) - - - - 149 55 278 Net assets available for plan benefits: Beginning of year 5,694 1,872 311 13,666 52,329 551 4,018 ------------------------------------------------------------------------------- End of year $ 4,145 840 115 13,295 52,857 1,254 5,814 ------------------------------------------------------------------------------- Participant Directed ------------------------------------------------------------------------------------------- Personal Personal Personal Equity International Small-Cap New America New Strategy Strategy Strategy Index Stock Value Growth Horizons Income Balanced Growth Fund Fund Fund Fund Fund Fund Fund Fund - ------------------------------------------------------------------------------------------------------------------------------------ Income: Dividends $ 239 131 158 2,142 239 68 1,156 121 Interest - - - - - - - - Net appreciation (depreciation) in fair value of investments 3,792 342 (457) 2,217 78 78 1,329 223 Contributions: Participant 1,937 578 520 2,873 885 292 1,760 761 Employer - - - - - - - - Rollover 150 13 74 107 119 19 340 129 ------------------------------------------------------------------------------------------- Total additions (reductions) 6,118 1,064 295 7,339 1,321 457 4,585 1,234 ------------------------------------------------------------------------------------------- Distributions to participants or beneficiaries (1,010) (296) (116) (1,890) (272) (151) (1,421) (293) Interfund transfers 754 (118) (118) (179) (151) 556 (717) 265 ------------------------------------------------------------------------------------------- Net increase (decrease) 5,862 650 61 5,270 898 862 2,447 1,206 Plan merger (note 1) 170 56 - 230 240 - 124 - Net assets available for plan benefits: Beginning of year 13,420 2,910 2,178 23,629 3,572 965 17,848 1,870 ------------------------------------------------------------------------------------------- End of year $ 19,452 3,616 2,239 29,129 4,710 1,827 20,419 3,076 -------------------------------------------------------------------------------------------

Table (Continued) Non Participant Directed ----------------------------------------------- Brink's BAX Minerals Stock Stock Stock Total - -------------------------------------------------------------------------------------- Income: Dividends $ 149 209 132 8,328 Interest - - - 1,005 Net appreciation (depreciation) in fair value of investments (12,442) (12,790) (3,156) (23,137) Contributions: Participant - - - 15,427 Employer 4,496 2,349 882 7,727 Rollover - - - 1,187 ---------------------------------------------- Total additions (reductions) (7,797) (10,232) (2,142) 10,537 ---------------------------------------------- Distributions to participants or beneficiaries (5,101) (1,095) (247) (21,636) Interfund transfers (884) (205) (49) - ---------------------------------------------- Net increase (decrease) (13,782) (11,532) (2,438) (11,099) Plan merger (note 1) - - - 1,302 Net assets available for plan benefits: Beginning of year 61,156 22,175 4,056 232,220 ---------------------------------------------- End of year $ 47,374 10,643 1,618 222,423 ---------------------------------------------- See accompanying notes to financial statements.

SAVINGS-INVESTMENT PLAN OF THE PITTSTON COMPANY AND ITS SUBSIDIARIES Statement of Changes in Net Assets Available for Plan Benefits, with Fund Information Year Ended December 31, 1997 (In thousands) Participant Directed -------------------------------------------------------------------------------- Stable Spectrum Equity Brink's BAX Minerals Participant Value Income Income Stock Stock Stock Notes Fund Fund Fund - ------------------------------------------------------------------------------------------------------------------------ Income: Dividends $ 15 18 25 - 3,092 29 356 Interest - - - 1,136 - - - Net appreciation (depreciation) in fair value of investments 2,009 497 (313) - - 14 312 Contributions: Participant 326 95 63 - 4,239 124 614 Employer - - - - - - - Rollover 8 7 11 - 30 6 129 ------------------------------------------------------------------------------- Total additions (reductions) 2,358 617 (214) 1,136 7,361 173 1,411 ------------------------------------------------------------------------------- Distributions to participants or beneficiaries (508) (175) (44) (1,107) (6,458) (12) (206) Interfund transfers (611) (227) (36) (339) 216 124 1,365 ------------------------------------------------------------------------------- Net increase (decrease) 1,239 215 (294) (310) 1,119 285 2,570 Net assets available for plan benefits: Beginning of year 4,455 1,657 605 13,976 51,210 266 1,448 ------------------------------------------------------------------------------- End of year $ 5,694 1,872 311 13,666 52,329 551 4,018 ------------------------------------------------------------------------------- Participant Directed ------------------------------------------------------------------------------------------ Equity International Small-Cap New America New Strategy Strategy Strategy Index Stock Value Growth Horizons Income Balanced Growth Fund Fund Fund Fund Fund Fund Fund Fund - ----------------------------------------------------------------------------------------------------------------------------------- Income: Dividends $ 284 158 133 1,109 85 50 907 49 Interest - - - - - - - - Net appreciation (depreciation) in fair value of investments 2,774 (95) 207 2,907 204 40 1,749 148 Contributions: Participant 1,498 603 308 2,797 800 184 1,759 478 Employer - - - - - - - - Rollover 111 48 65 72 64 27 69 61 ------------------------------------------------------------------------------------------ Total additions (reductions) 4,667 714 713 6,885 1,153 301 4,484 736 ------------------------------------------------------------------------------------------ Distributions to participants or beneficiaries (867) (253) (66) (2,184) (165) (48) (1,565) (89) Interfund transfers 1,163 44 739 (1,230) (150) 269 (589) 694 ------------------------------------------------------------------------------------------ Net increase (decrease) 4,963 505 1,386 3,471 838 522 2,330 1,341 Net assets available for plan benefits: Beginning of year 8,457 2,405 792 20,158 2,734 443 15,518 529 ------------------------------------------------------------------------------------------ End of year 13,420 2,910 2,178 23,629 3,572 965 17,848 1,870 ------------------------------------------------------------------------------------------

Table (Continued) Non Participant Directed --------------------------------------------- Brink's BAX Minerals Stock Stock Stock Total - --------------------------------------------------------------------------------------- Income: Dividends $ 153 200 313 6,976 Interest - - - 1,136 Net appreciation (depreciation) in fair value of investments 20,353 5,246 (3,922) 32,130 Contributions: Participant - - - 13,888 Employer 3,686 2,070 929 6,685 Rollover - - - 708 ---------------------------------------------- Total additions (reductions) 24,192 7,516 (2,680) 61,523 ---------------------------------------------- Distributions to participants or beneficiaries (5,164) (2,007) (581) (21,499) Interfund transfers (986) (337) (109) - ---------------------------------------------- Net increase (decrease) 18,042 5,172 (3,370) 40,024 Net assets available for plan benefits: Beginning of year 43,114 17,003 7,426 192,196 ---------------------------------------------- End of year 61,156 22,175 4,056 232,220 ---------------------------------------------- See accompanying notes to financial statements.

SAVINGS-INVESTMENT PLAN OF THE PITTSTON COMPANY AND ITS SUBSIDIARIES Notes to Financial Statements December 31, 1998 and 1997 (1) Plan Information and Summary of Significant Accounting Policies Description of Plan The Savings-Investment Plan of The Pittston Company and Its Subsidiaries (the "Plan") is a voluntary defined contribution plan sponsored by The Pittston Company and participating subsidiaries (the "Company"). Employees of the Company who are not members of a collective bargaining unit (unless the agreement provides specifically for participation) are eligible to participate after six months of full time service in which they have at least 1,000 hours of service or at least 1,000 hours of service in any twelve month period. A participant may withdraw the following at any time without being suspended from the Plan: (a) All or a portion of Company matching contributions made prior to January 1, 1985; (b) all or a portion of after-tax contributions made prior to January 1, 1987; or (c) any rollover contributions. Any withdrawals of vested Company matching contributions made after January 1, 1985 require the employer to suspend making matching contributions on behalf of the participant for a period of six months. Because of the Plan's special income tax advantages, the Internal Revenue Service ("IRS") generally requires that pre-tax savings remain in the Plan while the participant is actively employed. However, there are currently two exceptions to this rule: (a) If the participant is age 59 1/2 or older, he or she may withdraw all or a portion of his or her pre-tax contributions, or (b) If the participant has a "financial hardship" (as that term is defined by IRS guidelines) it is possible to withdraw all or a portion of his or her pre-tax contributions in the Plan up to the amount needed to satisfy the hardship, regardless of age. The first exception results in a suspension of Company matching contributions for a period of six months. A hardship withdrawal results in a suspension of employee pretax contributions for twelve months. Basis of Presentation The accompanying financial statements have been prepared on the accrual basis of accounting and present net assets available for plan benefits and changes in those assets at fair values. The fair value of Company stocks and mutual fund investments was determined by using quoted market prices. Participant notes receivable are valued at cost which approximates fair value. The cost of securities sold is determined principally on the basis of specific identification. Purchases and sales of securities are recorded on a trade-date basis. Trust Fund Management All trustee, recordkeeping services and investment manager responsibilities are provided by T. Rowe Price Trust Company (the "Trustee"). Under the Trust Agreement between the Company and the Trustee, the Trustee is responsible for the safekeeping of assets in the Trust Fund and the maintenance of records relating to receipts and disbursements from the Trust Fund. The Trustee invests funds and makes payments from the Trust Fund as directed by participants and the Company. Vesting Policy A participant is 100% vested in the market value of his or her pre-tax contributions and vesting in the Company matching contributions is based on years of service as follows: Less than 3 years None 3 but less than 4 years 50% 4 but less than 5 years 75% 5 or more years 100% If a participant ends his or her employment with the Company and is subsequently rehired, his or her prior service with the Company is counted for vesting purposes. Once a participant reaches normal retirement age, he or she is 100% vested in Company matching contributions regardless of years of service. Forfeitures, the nonvested portion of a participant's account upon withdrawal from the Plan, are used to offset future contributions of the Company to the Plan. Employer contributions receivable on the Statement of Net Assets Available for Plan Benefits are net of forfeitures equal to $114,346 and $36,051 at December 31, 1998 and 1997, respectively. Participants should refer to the Plan document for more complete information. Plan Merger Effective October 1, 1998, a portion of the assets held under the Air Transport International Profit Sharing Plan/401(k) Plan of Air Transport International Limited Liability Company ("ATI"), a contributory defined contribution plan covering substantially all salaried and hourly employees of ATI, was merged with the Plan. As a result, net assets of approximately $1,301,696 were transferred into the Plan. Plan Termination Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of the Employee Retirement Income Security Act. In the event of Plan termination, participants will become 100 percent vested in their accounts. Use of Estimates In accordance with generally accepted accounting principles, management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these financial statements. Actual results could differ from those estimates. (2) Participant Notes Receivable Participants can borrow up to the lesser of $50,000 or 50% of their aggregate vested account balance in the Plan, including rollovers, subject to certain maximum limits designated by the IRS. Each note is secured by a pledge of the participant account balance in the Plan to the extent of the unpaid balance. The interest rate charged is generally equal to the prime interest rate plus 1%. Repayments are made through level monthly payroll deductions and cannot exceed 4 1/2 years for general purpose loans and 15 years for principal residence loans. (3) Contributions Each participant could designate a basic contribution of up to the lesser of $10,000 in 1998 and $9,500 in 1997, or 15% of pre-tax earnings during 1998 and 1997, subject to limitations under IRS non-discrimination tests. For purposes of determining Plan contributions, earnings are defined as regular pay including commissions and bonuses, but excluding overtime, premium pay and allowances. Employee contributions may be divided among investment funds, in multiples of 1%, based upon the participant's election. Participants have the option to change their contribution percentages on a monthly basis. During 1998 and 1997, participant contributions to the Plan could be invested in the following funds: - T. Rowe Price Stable Value Fund - consisting primarily of guaranteed investment contracts, bank investment contracts and synthetic investment contracts. - T. Rowe Price Spectrum Income Fund - consisting primarily of a diversified group of T. Rowe Price mutual funds which invest principally in fixed-income securities. - T. Rowe Price Equity Income Fund - consisting primarily of investments in dividend paying common stocks, and fixed income and convertible securities. - T. Rowe Price Equity Index Fund - consisting of investments in some or all of the stocks in the Standard & Poor's 500 Index. - T. Rowe Price International Stock Fund - consisting primarily of investments in established non-U.S. equities. - T. Rowe Price Small-Cap Value Fund - consisting primarily of investments in common stocks of companies with market capitalizations which are generally $500 million or less. - T. Rowe Price New America Growth Fund - consisting primarily of investments in common stock of U.S. companies which operate in the service sector of the economy and which generally have lower fixed costs, are less capital intensive and maintain smaller inventories. - T. Rowe Price New Horizons Fund - consisting primarily of investments in common stocks of small, emerging growth companies in a broad range of industries. - T. Rowe Price Personal Strategy Income Fund - consisting of investments with a primary emphasis on income and a secondary emphasis on capital appreciation and typically consists of approximately 40% in stocks, 40% in bonds and 20% in money market securities. - T. Rowe Price Personal Strategy Balanced Fund - consisting of investments with an emphasis on both capital appreciation and income and typically consists of approximately 60% in stocks, 30% in bonds and 10% in money market securities. - T. Rowe Price Personal Strategy Growth Fund - consisting of investments with a primary emphasis on capital appreciation and typically consists of approximately 80% in stocks and 20% in bonds and money market securities. Additionally, the Plan permits participants to invest their own contributions in the Company's three issues of common stock: Pittston Brink's Group Common Stock ("Brink's Stock"), Pittston BAX Group Common Stock ("BAX Stock") and Pittston Minerals Group Common Stock ("Minerals Stock"). From time to time, some of the available monies in each of the funds is invested in short-term investments to increase liquidity for making loans and distributing funds to participants. Participant contributions up to 5% were matched by the Company at rates ranging from 50% to 100% in 1998 and 1997. Participants who were employees of the following wholly-owned subsidiaries of the Company were matched at the following rates in 1998 and 1997: Brink's, Inc. 100% Pittston Minerals Ventures 100% BAX Global Inc. 75% Brink's Home Security 75% Pittston Coal Company 50% Employees of Pittston Administrative Services and the corporate office were matched at a rate of 100% in 1998 and 1997. Employees of ATI were matched at a rate of 50% in 1998. The Company may adjust the rate at which contributions are matched. During 1998 and 1997, Company matching contributions were used to purchase Brink's Stock, BAX Stock or Minerals Stock depending on whether a participant was employed by one of the companies in the Brink's Group, BAX Group or Minerals Group, respectively. Company matching contributions for those participants not employed by a specific subsidiary of the Company were allocated between Brink's Stock, BAX Stock and Minerals Stock based upon the proportion that the total fair value of each stock at the previous year end bears to the total combined fair value of these three stocks. Effective May 4, 1998, the designation of Pittston Burlington Group Common Stock and the name of the Pittston Burlington Group were changed to Pittston BAX Group Common Stock and Pittston BAX Group, respectively. All rights and privileges of the holders of such stock are otherwise unaffected by such changes. (4) Distributions Upon leaving the Company for any reason and after a formal disbursement request is made by the participant, the full fair value of the employee's contributions and related investment income and all vested Company matching contributions and related investment income will be distributed in cash, except payouts from the Company stock funds which will be made in shares of the Company's stock unless cash payment is specifically requested. The value of any fractional shares will be distributed in cash. Additionally, if a participant's employment with the Company terminates and he or she has a vested account balance of more than $5,000, he or she may (1) elect to leave all of his or her contributions and related investment income and the vested portion of Company contributions and related investment income in the Plan for an unlimited period of time, or (2) make an irrevocable election to receive the payout in installments for a period of up to five years. Participants who retire on their normal retirement date may elect to defer distribution until the later of age 70 1/2 or their retirement date. (5) Administration Substantially all costs incurred in the administration of the Plan are paid by the Company. The balance of such costs, if any, is paid by the Plan. (6) Federal Income Taxes The Plan obtained its latest determination letter on March 24, 1998, in which the IRS stated that the Plan, as designed, was in compliance with Section 401(a) of the Internal Revenue Code and accordingly, the Plan is exempt from income tax under Section 501(a) of the Internal Revenue Code. The Plan Administrator believes that the Plan operated in compliance with the plan document and current law during the plan years covered by the audit. (7) Investments Investments at December 31, 1998 and 1997 consisted of: 1998 1997 (In thousands) ------------------------- Investments at fair value as determined by quoted market prices: Mutual funds $ 143,182 122,117 Common stocks 64,012 94,603 -------------------------- 207,194 216,720 -------------------------- Investments at estimated fair value - Participant notes receivable 13,215 13,580 -------------------------- $ 220,409 230,300 -------------------------- During 1998 and 1997, the Plan's investments (including investments bought, sold and held during the year) appreciated (depreciated) in value as follows: Year Ended December 31 1998 1997 -------------------------- (In thousands) Investments at fair value as determined by quoted market prices: Mutual funds $ 7,605 8,260 Common stocks (30,742) 23,870 -------------------------- $ (23,137) 32,130 -------------------------- Investments at fair value which represent 5% or more of the net assets available for plan benefits are as follows: December 31 Investment 1998 1997 ---------- --------------------- (In thousands) Pittston Brink's Group Common Stock $51,058 66,472 Pittston BAX Group Common Stock 11,315 23,938 T. Rowe Price Stable Value Fund 52,534 51,971 T. Rowe Price Equity Index Fund 19,295 13,276 T. Rowe Price New America Growth Fund 28,904 23,400 T. Rowe Price Personal Strategy Balanced Fund 20,285 17,700 Participant notes receivable 13,215 13,580

(8) Reconciliation to Form 5500 The Form 5500 for the years ended December 31, 1998 and 1997 for the Plan includes a liability for benefits payable in the statements of net assets available for plan benefits. The accompanying financial statements disclose this liability parenthetically on the statements of net assets available for plan benefits. The following reconciles net assets available for plan benefits and benefits paid to participants from the Form 5500 to the Plan financial statements: 1998 1997 --------------------- (In thousands) Assets available for plan benefits per the Form 5500 $217,362 230,513 Benefits payable to participants at end of year 5,061 1,707 --------------------- Assets available for plan benefits per the Statement of Net Assets Available for Plan Benefits $222,423 232,220 --------------------- 1998 1997 --------------------- (In thousands) Benefits paid to participants per the Form 5500 $24,990 22,869 Benefits payable to participants at beginning of year 1,707 337 Benefits payable to participants at end of year (5,061) (1,707) ---------------------- Benefits paid to participants per the Statement of Changes in Net Assets Available for Plan Benefits $21,636 21,499 ---------------------

Schedule 1 SAVINGS-INVESTMENT PLAN OF THE PITTSTON COMPANY AND ITS SUBSIDIARIES Schedule G - Part I Item 27a - Schedule of Assets Held for Investment Purposes December 31, 1998 (In thousands, except share amounts) Description of Investment Including Maturity Date, Identity of Issue, Borrower, Rate of Interest, Collateral, Current Lessor or Similar Party Par or Maturity Value Cost Value - ------------------------------------------------------------------------------------------------ The Pittston Company 1,601,818 shares Pittston Brink's Group Common Stock; $1 par value $ 29,649 51,058 The Pittston Company 1,017,113 shares Pittston BAX Group Common Stock; $1 par value 13,677 11,315 The Pittston Company 728,464 shares Pittston Minerals Group Common Stock; $1 par value 7,720 1,639 T. Rowe Price 52,533,550 shares in the Stable Value Fund 52,534 52,534 T. Rowe Price 106,939 shares in the Spectrum Income Fund 1,232 1,230 T. Rowe Price 217,865 shares in the Equity Income Fund 5,465 5,734 T. Rowe Price 578,050 shares in the Equity Index Fund 13,085 19,295 T. Rowe Price 238,218 shares in the International Stock Fund 3,311 3,571 T. Rowe Price 115,843 shares in the Small-Cap Value Fund 2,463 2,198 T. Rowe Price 604,813 shares in the New America Growth Fund 24,798 28,904 T. Rowe Price 198,465 shares in the New Horizons Fund 4,481 4,632 T. Rowe Price 135,349 shares in the Personal Strategy Income Fund 1,697 1,796 T. Rowe Price 1,275,757 shares in the Personal Strategy Balanced Fund 17,297 20,285 T. Rowe Price 164,119 shares in the Personal Strategy Growth Fund 2,694 3,003 Participant notes receivable Participant notes receivable at interest rates ranging from 6.8% to 11.0%; repayment not to exceed 4 1/2 years for general purpose and 15 years for principal residence 0 13,215 - ------------------------------------------------------------------------------------------------ $180,103 220,409 - ------------------------------------------------------------------------------------------------ The cost of participant loans is $0 as indicated in the instructions to Form 5500-27a.

Schedule 2 SAVINGS-INVESTMENT PLAN OF THE PITTSTON COMPANY AND ITS SUBSIDIARIES Schedule G - Part V Item 27d - Schedule of Reportable Transactions for the Year Ended December 31, 1998 Date Shares/ Unit Expense Current Value of Asset Cost of Net Account Bought/Sold Par Value Price Incurred on Transaction Date Asset Gain/(Loss) Category 3 - Series of Transactions in Same Security Exceeds 5% of Value WF - T. Rowe Price Stable Value Fund Purchases - 84 Transactions 01/01/98- 12/31/98 11,046,703 1.00 0 11,046,703 11,046,703 0 Sales - 182 Transactions 01/01/98- 12/31/98 (10,483,995) 1.00 0 (10,483,995) (10,483,995) 0 -------------------------------------------------------------- Sub-Total 0 21,530,698 21,530,698 0 PT - Pittston Brink's Common Stock Purchases - 19 Transactions 01/01/98- 12/31/98 158,039,553 33.56 0 5,304,424 5,304,424 0 Sales - 218 Transactions 01/01/98- 12/31/98 (207,698,202) 17.28 0 (7,168,818) (3,588,944) 3,579,874 -------------------------------------------------------------- Sub-Total 0 12,473,242 8,893,368 3,579,874 Grand Total 0 34,003,940 30,424,066 3,579,874

CONSENT OF INDEPENDENT AUDITORS We consent to incorporation by reference in the registration statements (Nos. 333-02219 and 333-78633) on Form S-8 of The Pittston Company of our report dated May 28, 1999, relating to the statements of net assets available for plan benefits, with fund information of the Savings-Investment Plan of The Pittston Company and its Subsidiaries as of December 31, 1998 and 1997, and the related statements of changes in net assets available for plan benefits, with fund information for the years then ended, which report appears in the 1998 Annual Report on Form 11-K of the Savings-Investment Plan of The Pittston Company and its Subsidiaries. /s/ KPMG LLP - ------------------ KPMG LLP Richmond, Virginia June 14, 1999

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. Savings-Investment Plan of The Pittston Company and Its Subsidiaries ----------------------- (Name of Plan) /s/ Frank T. Lennon ----------------------- (Frank T. Lennon Vice President-Human Resources And Administration) Date: June 17, 1999