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, 1997 [ ] 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 THE 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, 1997 and 1996 (With Independent Auditors' Report Thereon)

SAVINGS-INVESTMENT PLAN OF THE PITTSTON COMPANY AND ITS SUBSIDIARIES Index to Financial Statements and Schedules December 31, 1997 and 1996 Independent Auditors' Report Statement of Assets Available for Plan Benefits, with Fund Information as of December 31, 1997 Statement of Assets Available for Plan Benefits, with Fund Information as of December 31, 1996 Statement of Changes in Assets Available for Plan Benefits, with Fund Information for the Year Ended December 31, 1997 Statement of Changes in Assets Available for Plan Benefits, with Fund Information for the Year Ended December 31, 1996 Notes to Financial Statements Schedules --------- Schedule of Assets Held for Investment Purposes as of December 31, 1997 1 Schedule of Reportable Transactions for the Year Ended December 31, 1997 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 assets available for plan benefits, with fund information of the Savings-Investment Plan of The Pittston Company and its Subsidiaries as of December 31, 1997 and 1996, and the related statements of changes in 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 assets available for plan benefits of the Savings-Investment Plan of The Pittston Company and its Subsidiaries as of December 31, 1997 and 1996, and the changes in 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 assets available for plan benefits, with fund information and the statements of changes in assets available for plan benefits, with fund information is presented for purposes of additional analysis rather than to present the assets available for plan benefits and changes in 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 Peat Marwick LLP KPMG Peat Marwick LLP Richmond, Virginia May 28, 1998

SAVINGS-INVESTMENT PLAN OF THE PITTSTON COMPANY AND ITS SUBSIDIARIES Statement of Assets Available for Plan Benefits, with Fund Information December 31, 1997 (In thousands) ----------------------------------------Participant Directed------------------------------------- Stable Spectrum Equity Equity International Small-Cap Brink's BAX Minerals Participant Value Income Income Index Stock Value Stock Stock Stock Notes Fund Fund Fund Fund Fund Fund - ------------------------------------------------------------------------------------------------------------------------------------ Assets Assets held by trustee: Investments: Common stocks $5,662 1,866 300 - - - - - - - Mutual funds - - - - 51,971 538 3,955 13,276 2,863 2,143 Participant notes receivable - - - 13,580 - - - - - - - ------------------------------------------------------------------------------------------------------------------------------------ 5,662 1,866 300 13,580 51,971 538 3,955 13,276 2,863 2,143 Cash - - - - - - - 7 - - Receivables: Participant contributions 32 6 11 - 358 13 63 137 47 35 Employer contributions - - - - - - - - - - Interest - - - 86 - - - - - - - ------------------------------------------------------------------------------------------------------------------------------------ 32 6 11 86 358 13 63 137 47 35 - ------------------------------------------------------------------------------------------------------------------------------------ Total 5,694 1,872 311 13,666 52,329 551 4,018 13,420 2,910 2,178 Assets available for plan benefits (includes $1,707 for benefits payable to participants at December 31, 1997) $5,694 1,872 311 13,666 52,329 551 4,018 13,420 2,910 2,178 ============================================================================================== -----------------Participant Directed-------------------Non-Participant Directed- Personal Personal Personal New America New Strategy Strategy Strategy Growth Horizons Income Balanced Growth Brink's BAX Minerals Fund Fund Fund Fund Fund Stock Stock Stock Total - --------------------------------------------------------------------------------------------------------------------------- Assets Assets held by trustee: Investments: Common stocks - - - - - 60,810 22,072 3,893 94,603 Mutual funds 23,400 3,505 947 17,700 1,819 - - - 122,117 Participant notes receivable - - - - - - - - 13,580 -------------------------------------------------------------------------------------- 23,400 3,505 947 17,700 1,819 60,810 22,072 3,893 230,300 Cash - - - - - - - - 7 Receivables: Participant contributions 229 67 18 148 51 - - - 1,215 Employer contributions - - - - - 346 103 163 612 Interest - - - - - - - - 86 -------------------------------------------------------------------------------------- 229 67 18 148 51 346 103 163 1,913 -------------------------------------------------------------------------------------- Total 23,629 3,572 965 17,848 1,870 61,156 22,175 4,056 232,220 Assets available for plan benefits (includes $1,707 for benefits payable to participants at December 31, 1997) 23,629 3,572 965 17,848 1,870 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 Assets Available for Plan Benefits, with Fund Information Year Ended December 31, 1997 (In thousands) ------------------------------------------Participant Directed------------------------------------- Stable Spectrum Equity Equity International Small-Cap Brink's BAX Minerals Participant Value Income Income Index Stock Value Stock Stock Stock Notes Fund Fund Fund Fund Fund Fund - ---------------------------------------------------------------------------------------------------------------------------------- Additions to assets: Income: Dividends $ 15 18 25 - 3,092 29 356 284 158 133 Interest - - - 1,136 - - - - - - Net appreciation (depreciation) in fair value of investments 2,009 497 (313) - - 14 312 2,774 (95) 207 Contributions: Participant 326 95 63 - 4,239 124 614 1,498 603 308 Employer - - - - - - - - - - Rollovers 8 7 11 - 30 6 129 111 48 65 - ---------------------------------------------------------------------------------------------------------------------------------- Total additions 2,358 617 (214) 1,136 7,361 173 1,411 4,667 714 713 - ---------------------------------------------------------------------------------------------------------------------------------- Distributions to participants or beneficiaries (508) (175) (44) (1,107) (6,458) (12) (206) (867) (253) (66) Investment transfers (611) (227) (36) (339) 216 124 1,365 1,163 44 739 - ---------------------------------------------------------------------------------------------------------------------------------- Net increase (decrease) for year 1,239 215 (294) (310) 1,119 285 2,570 4,963 505 1,386 Assets: Beginning of year 4,455 1,657 605 13,976 51,210 266 1,448 8,457 2,405 792 - ---------------------------------------------------------------------------------------------------------------------------------- End of year $5,694 1,872 311 13,666 52,329 551 4,018 13,420 2,910 2,178 ================================================================================================================================== -----------------Participant Directed-------------------Non-Participant Directed- Personal Personal Personal New America New Strategy Strategy Strategy Growth Horizons Income Balanced Growth Brink's BAX Minerals Fund Fund Fund Fund Fund Stock Stock Stock Total - ------------------------------------------------------------------------------------------------------------------------------ Additions to assets: Income: Dividends 1,109 85 50 907 49 153 200 313 6,976 Interest - - - - - - - - 1,136 Net appreciation (depreciation) in fair value of investments 2,907 204 40 1,749 148 20,353 5,246 (3,922) 32,130 Contributions: Participant 2,797 800 184 1,759 478 - - - 13,888 Employer - - - - - 3,686 2,070 929 6,685 Rollovers 72 64 27 69 61 - - - 708 - ----------------------------------------------------------------------------------------------------------------------------- Total additions 6,885 1,153 301 4,484 736 24,192 7,516 (2,680) 61,523 - ----------------------------------------------------------------------------------------------------------------------------- Distributions to participants or beneficiaries (2,184) (165) (48) (1,565) (89) (5,164) (2,007) (581) (21,499) Investment transfers (1,230) (150) 269 (589) 694 (986) (337) (109) - - ----------------------------------------------------------------------------------------------------------------------------- Net increase (decrease) for year 3,471 838 522 2,330 1,341 18,042 5,172 (3,370) 40,024 Assets: Beginning of year 20,158 2,734 443 15,518 529 43,114 17,003 7,426 192,196 - ----------------------------------------------------------------------------------------------------------------------------- End of year 23,629 3,572 965 17,848 1,870 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 Assets Available for Plan Benefits, with Fund Information December 31, 1996 (In thousands) - -----------------------------------------------------Participant Directed-------------------------------------------------------- Stable Spectrum Equity Equity International Small-Cap Brink's BAX Minerals Participant Value Income Income Index Stock Value Stock Stock Stock Notes Fund Fund Fund Fund Fund Fund - ------------------------------------------------------------------------------------------------------------------------------------ Assets Assets held by trustee: Investments: Common stocks $ 4,438 1,653 602 - - - - - - - Mutual funds - - - - 50,868 260 1,421 8,362 2,363 777 Participant notes receivable - - - 13,976 - - - - - - - ------------------------------------------------------------------------------------------------------------------------------------ 4,438 1,653 602 13,976 50,868 260 1,421 8,362 2,363 777 Receivables: Participant contributions 17 4 3 - 342 6 27 95 42 15 Employer contributions - - - - - - - - - - - ------------------------------------------------------------------------------------------------------------------------------------ 17 4 3 - 342 6 27 95 42 15 - ------------------------------------------------------------------------------------------------------------------------------------ Total 4,455 1,657 605 13,976 51,210 266 1,448 8,457 2,405 792 Assets available for plan benefits (includes $337 for benefits payable to participants at December 31, $4,455 1,657 605 13,976 51,210 266 1,448 8,457 2,405 792 1996) =================================================================================================================================== - ---------------------------------------------------Participant Directed---------------------------Non-Participant Directed Personal Personal Personal New America New Strategy Strategy Strategy Growth Horizons Income Balanced Growth Brink's BAX Minerals Fund Fund Fund Fund Fund Stock Stock Stock Total - ------------------------------------------------------------------------------------------------------------------------------------ Assets Assets held by trustee: Investments: Common stocks - - - - - 42,827 16,933 7,275 73,728 Mutual funds 19,949 2,678 432 15,383 504 - - - 102,997 Participant notes receivable - - - - - - - - 13,976 - ------------------------------------------------------------------------------------------------------------------------------------ 19,949 2,678 432 15,383 504 42,827 16,933 7,275 190,701 Receivables: Participant contributions 209 56 11 135 25 - - - 987 Employer contributions - - - - - 287 70 151 508 - ------------------------------------------------------------------------------------------------------------------------------------ 209 56 11 135 25 287 70 151 1,495 - ------------------------------------------------------------------------------------------------------------------------------------ Total 20,158 2,734 443 15,518 529 43,114 17,003 7,426 192,196 Assets available for plan benefits (includes $337 for benefits payable to participants at December 31, 20,158 2,734 443 15,518 529 43,114 17,003 7,426 192,196 1996) =================================================================================================================================== See accompanying notes to financial statements.

SAVINGS-INVESTMENT PLAN OF THE PITTSTON COMPANY AND ITS SUBSIDIARIES Statement of Changes in Assets Available for Plan Benefits, with Fund Information Year Ended December 31, 1996 (In thousands) - ----------------------------------------------------Participant Directed----------------------------------------------------------- Trust IDS New Trust Equity Collective Services Brink's BAX Minerals Participant IDS Mutual Dimensions Index II Income II Templeton Stock Stock Stock Stock Notes Fund Fund Fund Fund Fund - ----------------------------------------------------------------------------------------------------------------------------------- Additions to assets: Income: Dividends $ - 18 20 25 - 137 14 - - - Interest - - - - 857 - - - - - Net appreciation (depreciation) in fair value of investments 44 785 66 648 - 224 1,044 414 641 64 Contributions: Participant - 111 30 21 - 355 605 247 899 167 Employer - - - - - Rollovers - - - - - - - - - - - ----------------------------------------------------------------------------------------------------------------------------------- Total additions 44 914 116 694 857 716 1,663 661 1,540 231 - ----------------------------------------------------------------------------------------------------------------------------------- Distributions to participants or beneficiaries - (353) (120) (75) - (293) (290) (97) (966) (27) Investment transfers (5,624) 3,894 1,661 (607) 2,208 (14,233) (17,414) (6,997) (44,035) (1,529) - ----------------------------------------------------------------------------------------------------------------------------------- Net increase (decrease) for year (5,580) 4,455 1,657 12 3,065 (13,810) (16,041) (6,433) (43,461) (1,325) Plan merger (note 1) - - - - - - - - - Assets: Beginning of year 5,580 - - 593 10,911 13,810 16,041 6,433 43,461 1,325 - ----------------------------------------------------------------------------------------------------------------------------------- End of year $ - 4,455 1,657 605 13,976 - - - - - =================================================================================================================================== - ----------------------------------------------Participant Directed------------------------------------- Stable Spectrum Equity Equity International Small-Cap Value Income Income Index Stock Value Fund Fund Fund Fund Fund Fund - ----------------------------------------------------------------------------------------------------- Additions to assets: Income: Dividends 2,178 10 63 201 63 39 Interest - - - - - - Net appreciation (depreciation) in fair value of investments - 2 53 873 115 26 Contributions: Participant 3,961 41 200 1,061 461 100 Employer - - - - - - Rollovers 133 34 22 46 23 9 - ----------------------------------------------------------------------------------------------------- Total additions 6,272 87 338 2,181 662 174 - ----------------------------------------------------------------------------------------------------- Distributions to participants or beneficiaries (3,499) (10) (42) (328) (60) (2) Investment transfers 39,296 189 1,152 6,604 1,803 620 - ----------------------------------------------------------------------------------------------------- Net increase (decrease) for year 42,069 266 1,448 8,457 2,405 792 Plan merger (note 1) 9,141 - - - - - Assets: Beginning of year - - - - - - - ----------------------------------------------------------------------------------------------------- End of year 51,210 266 1,448 8,457 2,405 792 ===================================================================================================== - ---------------------------------------------Participant Directed-------------------------------Non-Participant Directed Personal Personal Personal New America New Strategy Strategy Strategy Growth Horizons Income Balanced Growth Services Brink's BAX Minerals Fund Fund Fund Fund Fund Stock Stock Stock Stock Total - ------------------------------------------------------------------------------------------------------------------------------------ Additions to assets: Income: Dividends 1,669 243 40 695 38 - 157 196 285 6,091 Interest - - - - - - - - - 857 Net appreciation (depreciation) in fair value of investments (178) (173) (1) 770 (1) 395 7,425 921 72 14,229 Contributions: Participant 2,326 418 81 1,576 183 - - - - 12,843 Employer - - - - - - 3,471 2,011 1,062 6,544 Rollovers 58 50 44 111 13 - - - - 543 - ------------------------------------------------------------------------------------------------------------------------------------ Total additions 3,875 538 164 3,152 233 395 11,053 3,128 1,419 41,107 - ------------------------------------------------------------------------------------------------------------------------------------ Distributions to participants or beneficiaries (779) (91) - (675) - - (3,441) (1,044) (407) (12,599) Investment transfers 17,062 2,287 279 13,041 296 (50,925) 35,502 14,919 551 - - ------------------------------------------------------------------------------------------------------------------------------------ Net increase (decrease) for year 20,158 2,734 443 15,518 529 (50,530) 43,114 17,003 1,563 28,508 Plan merger (note 1) - - - - - - - - - 9,141 Assets: Beginning of year - - - - - 50,530 - - 5,863 154,547 - ------------------------------------------------------------------------------------------------------------------------------------ End of year $20,158 2,734 443 15,518 529 - 43,114 17,003 7,426 192,196 ==================================================================================================================================== See accompanying notes to financial statements.

SAVINGS-INVESTMENT PLAN OF THE PITTSTON COMPANY AND ITS SUBSIDIARIES Notes to Financial Statements December 31, 1997 and 1996 (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 anytime 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 pretax 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 pretax 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 pretax 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.

-2- SAVINGS-INVESTMENT PLAN OF THE PITTSTON COMPANY AND ITS SUBSIDIARIES Notes to Financial Statements Basis of Presentation The accompanying financial statements have been prepared on the accrual basis of accounting and present 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. Certain prior year amounts have been reclassified to conform to the current year's financial statement presentation. Trust Fund Management During the first three months of 1996, trustee and recordkeeping services, as well as investment manager responsibilities, were provided through IDS Trust Company. Effective April 1, 1996, all trustee, record keeping and investment manager responsibilities were transferred to T. Rowe Price & 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 The individual is 100% vested in the market value of his or her pretax 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. Participants should refer to the Plan document for more complete information.

-3- SAVINGS-INVESTMENT PLAN OF THE PITTSTON COMPANY AND ITS SUBSIDIARIES Notes to Financial Statements Plan Merger Effective April 1, 1996, the Production Incentive Plan of Paramont Coal Corporation, a non-contributory defined contribution plan covering substantially all salaried and hourly employees of Paramont Coal Corporation, a wholly-owned indirect subsidiary of The Pittston Company, was merged with the Plan. As a result, net assets of approximately $9,141,000 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 $9,500 or 15% of pretax earnings during 1997 and 1996, 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.

-4- SAVINGS-INVESTMENT PLAN OF THE PITTSTON COMPANY AND ITS SUBSIDIARIES Notes to Financial Statements Effective April 1, 1996, T. Rowe Price & Company assumed trustee, recordkeeping and investment management services of the Plan. In conjunction with the transfer of these functions, participant contributions maintained by the prior trustee were transferred to 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.

-5- SAVINGS-INVESTMENT PLAN OF THE PITTSTON COMPANY AND ITS SUBSIDIARIES Notes to Financial Statements 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, on April 1, 1996, the Plan was amended to permit participants to invest their own contributions in the Company's three classes of Common 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. During the first three months of 1996, participant contributions to the Plan could be invested in the following funds until participant contributions were transferred to T. Rowe Price: IDS Mutual Fund - consisted primarily of securities of medium to large, well established companies that offer long term capital appreciation and reasonable income from dividends and interest. IDS New Dimensions Fund - consisted primarily of common equity in companies focused on long-term capital appreciation. American Express Trust Equity Index II Fund - consisted primarily of some or all of the stocks in the Standard & Poor's 500 Index. American Express Trust Collective Income II Fund - consisted primarily of investments in guaranteed investment contracts, bank investment contracts and structured investment contracts. Templeton Foreign Fund - consisted of investments in equity securities of companies and fixed income instruments of governments outside the United States. Participant contributions up to 5% were matched by the Company at rates ranging from 50% to 100% in 1997 and 1996. Participants who were employees of the following wholly-owned subsidiaries of the Company were matched at the following rates in 1997 and 1996: Brinks, Inc. 100% Pittston Minerals Ventures 100% BAX Global Inc. 75% Brink's Home Security 75% Pittston Coal Company 50%

-6- SAVINGS-INVESTMENT PLAN OF THE PITTSTON COMPANY AND ITS SUBSIDIARIES Notes to Financial Statements Employees of Pittston Administrative Services and the corporate office were matched at a rate of 100% in 1997 and 1996. The Company may adjust the rate at which contributions are matched. During 1995, all Company contributions were invested in the Company Stock Fund and were used to purchase Pittston Services Group Common Stock ("Services Stock") and Pittston Minerals Group Common Stock ("Minerals Stock"). Additionally, Company matching contributions were used to purchase Services Stock or Minerals Stock depending on whether a participant was employed by one of the companies in the Services Group or Minerals Group, respectively. 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 Pittston Brink's Group Common Stock ("Brink's Stock") on a share-for-share basis, and a new class of common stock, designated as Pittston 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, 1,755,550 shares of Services Stock were converted to 1,755,550 shares of Brink's Stock and 877,775 shares of Burlington Stock. All participant portions of Company matching contributions held in Services Stock prior to the redesignation were replaced with shares of Brink's Stock and Burlington Stock. During 1996 and 1997, Company matching contributions were used to purchase Brink's Stock, Burlington Stock or Minerals Stock depending on whether a participant was employed by one of the companies in the Brink's Group, Burlington 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, Burlington 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 the 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 ("BAX 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 is distributed in cash. Additionally, if a participant's employment with

-7- SAVINGS-INVESTMENT PLAN OF THE PITTSTON COMPANY AND ITS SUBSIDIARIES Notes to Financial Statements the Company terminates and he or she has a vested account balance of more than $3,500, 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 age 70. (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.

-8- SAVINGS-INVESTMENT PLAN OF THE PITTSTON COMPANY AND ITS SUBSIDIARIES Notes to Financial Statements (7) Investments Investments at December 31, 1997 and 1996 consisted of: 1997 1996 -------------------------- (In thousands) Investments at fair value as determined by quoted market prices: Mutual funds $ 122,117 102,997 Common stocks 94,603 73,728 -------------------------- 216,720 176,725 Investments at estimated fair value - Participant notes receivable 13,580 13,976 -------------------------- $ 230,300 190,701 ========================== During 1997 and 1996, the Plan's investments (including investments bought, sold and held during the year) appreciated in value as follows: Year Ended December 31, 1997 1996 ----------------------- (In thousands) Investments at fair value as determined by quoted market prices: Mutual funds $ 8,260 3,873 Common stocks 23,870 10,356 ----------------------- $ 32,130 14,229 =======================

-9- SAVINGS-INVESTMENT PLAN OF THE PITTSTON COMPANY AND ITS SUBSIDIARIES Notes to Financial Statements Investments at fair value which represent 5% or more of the assets of the Plan are as follows: December 31 ----------------------- Investment 1997 1996 ---------- ----------------------- (In thousands) Pittston Brink's Group Common Stock $66,472 47,265 Pittston BAX Group Common Stock 23,938 18,586 T. Rowe Price Stable Value Fund 51,971 50,868 T. Rowe Price Equity Index Fund 13,276 -- T. Rowe Price New America Growth Fund 23,400 19,949 T. Rowe Price Personal Strategy Balanced Fund 17,700 15,383 Participant notes receivable 13,580 13,976 (8) Reconciliation to Form 5500 The Form 5500 for the years ended December 31, 1997 and 1996 for the Plan includes a liability for benefits payable in the statements of assets available for plan benefits. The accompanying financial statements disclose this liability parenthetically on the statements of assets available for plan benefits. The following reconciles assets available for plan benefits and benefits paid to participants from the Form 5500 to the Plan financial statements: 1997 1996 ----------------------- (In thousands) Assets available for plan benefits per the Form 5500 $230,513 191,859 Benefits payable to participants at end of year 1,707 337 ---------------------- Assets available for plan benefits per the Statement of Assets Available for Plan Benefits $232,220 192,196 ======================

-10- SAVINGS-INVESTMENT PLAN OF THE PITTSTON COMPANY AND ITS SUBSIDIARIES Notes to Financial Statements 1997 1996 ----------------------- (In thousands) Benefits paid to participants per the Form 5500 $22,869 12,549 Benefits payable to participants at beginning of year 337 387 Benefits payable to participants at end of year (1,707) (337) --------------------- Benefits paid to participants per the Statement of Changes in Assets Available for Plan Benefits $21,499 12,599 =====================

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, 1997 (In thousands, except share amounts) Description of Investment Including Maturity Date, Identity of Issue, Borrower, Rate of Interest, Collateral, Fair Lessor or Similar Party Par or Maturity Value Cost Value - --------------------------------------------------------------------------------------------------------------- The Pittston Company 1,651,477 shares Pittston Brink's Group Common Stock; $1 par value $ 27,749 66,472 The Pittston Company 911,938 shares Pittston BAX Group Common Stock; $1 par value 12,367 23,938 The Pittston Company 559,137 shares Pittston Minerals Group Common Stock; $1 par value 7,401 4,193 T. Rowe Price 51,970,842 shares in the Stable Value Fund 51,971 51,971 T. Rowe Price 46,102 shares in the Spectrum Income Fund 523 538 T. Rowe Price 151,698 shares in the Equity Income Fund 3,649 3,955 T. Rowe Price 503,276 shares in the Equity Index Fund 10,200 13,276 T. Rowe Price 213,335 shares in the International Stock Fund 2,903 2,863 T. Rowe Price 91,598 shares in the Small-Cap Value Fund 1,933 2,143 (Continued)

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, 1997 (In thousands, except share amounts) Description of Investment Including Maturity Date, Identity of Issue, Borrower, Rate of Interest, Collateral, Fair Lessor or Similar Party Par or Maturity Value Cost Value - -------------------------------------------------------------------------------------------------------------- T. Rowe Price 529,531 shares in the New America Growth Fund 20,957 23,400 T. Rowe Price 150,430 shares in the New Horizons Fund 3,424 3,505 T. Rowe Price 76,030 shares in the Personal Strategy Income Fund 918 947 T. Rowe Price 1,194,345 shares in the Personal Strategy Balanced Fund 15,543 17,700 T. Rowe Price 110,119 shares in the Personal Strategy Growth Fund 1,690 1,819 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 13,580 - -------------------------------------------------------------------------------------------------------------- $161,228 230,300 ============================================================================================================== 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, 1997 Date Shares/ Unit Expense Principal Cost Realized Account Bought/Sold Par Value Price Incurred Cash Adjustment Gain/Loss ------- ----------- --------- ----- -------- --------- ---------- --------- Category 2 - Series of Transactions with Same Person Exceeds 5% of Value Participant Promissory Notes - Principle Repayments 236 Transactions 01/01/97- 12/31/97 4,990,603 1.00 0 4,990,603 4,990,603 0 Participant Promissory Notes - Loan Withdrawals 200 Transactions 01/01/97- 12/31/97 6,759,271 1.00 0 (6,759,271) (6,759,271) 0 ----------------------------------------------- Grand Total 0 11,749,874 11,749,874 0 (Continued)

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, 1997 Date Shares/ Unit Expense Principal Cost Realized Account Bought/Sold Par Value Price Incurred Cash Adjustment Gain/Loss ------- ----------- --------- ----- -------- --------- ---------- --------- Category 3 - Series of Transactions in Same Security Exceeds 5% of Value WF - T. Rowe Price Stable Value Fund Purchases - 86 Transactions 01/01/97- 12/31/97 10,553,135.190 1.00 0 10,553,135 10,553,135 0 Sales - 184 Transactions 01/01/97- 12/31/97 (9,449,848.410) 1.00 0 (9,449,848) (9,449,848) 0 ------------------------------------------------ Sub-Total 0 20,002,983 20,002,983 0 PT - Pittston Brink's Common Stock Purchases - 18 Transactions 01/01/97- 12/31/97 147,129.028 27.80 0 4,090,222 4,090,141 81 Sales - 225 Transactions 01/01/97- 12/31/97 (246,335.429) 14.86 0 (3,659,816) (7,249,184) 3,589,368 ------------------------------------------------ Sub-Total 0 7,750,038 11,339,325 3,589,449 Grand Total 0 27,753,021 31,342,308 3,589,449 (Continued)

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 25, 1998

CONSENT OF INDEPENDENT AUDITORS We consent to incorporation by reference in the registration statement (No. 333-02219) Form S-8 of The Pittston Company of our report dated May 28, 1998, relating to the statements of assets available for plan benefits of the Savings-Investment Plan of The Pittston Company and its Subsidiaries as of December 31, 1997 and 1996, and the related statements of changes in assets available for plan benefits for the years then ended which report appears in the 1997 Annual Report on Form 11-K of the Savings-Investment Plan of The Pittston Company and its Subsidiaries. /s/ KPMG Peat Marwick LLP KPMG Peat Marwick LLP Richmond, Virginia June 25, 1998