SEC Filing - Brink's Company

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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 1998 THE PITTSTON COMPANY (Exact Name of registrant as specified in its charter) Virginia 1-9148 54-1317776 (State or other (Commission (I.R.S. Employer jurisdiction File Number) Identification No.) of Incorporation) 1000 Virginia Center Parkway P.O. Box 4229 Glen Allen, VA 23058-4229 (Address of principal (Zip Code) executive offices) (804) 553-3600 (Registrant's telephone number, including area code) 1

Item 5. Other Events The Pittston Company has announced earnings for the second quarter of 1998 for the Pittston Brink's Group, Pittston BAX Group and Pittston Minerals Group. Press releases dated July 29, 1998, are filed as exhibits to this report and are incorporated herein by reference. EXHIBITS 99(a) Registrant's Pittston Brink's Group press release dated July 29, 1998. 99(b) Registrant's Pittston BAX Group press release dated July 29, 1998. 99(c) Registrant's Pittston Minerals Group press release dated July 29, 1998. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. THE PITTSTON COMPANY (Registrant) By /s/ James B. Hartough --------------------- Vice President- Corporate Finance and Treasurer Date: July 29, 1998 2

EXHIBITS Exhibit Description 99(a) Registrant's Pittston Brink's Group press release dated July 29, 1998. 99(b) Registrant's Pittston BAX Group press release dated July 29, 1998. 99(c) Registrant's Pittston Minerals Group press release dated July 29, 1998. 3

PITTSTON BRINK'S GROUP EARNS $.52 PER SHARE IN THE SECOND QUARTER Richmond, VA - July 29, 1998 - Pittston Brink's Group reported net income of $20.6 million ($.52 per share) in the second quarter ended June 30, 1998, an increase of 16% compared to $17.7 million ($.46 per share) earned in the second quarter of 1997. Combined second quarter revenues of Brink's, Incorporated and Brink's Home Security, Inc. increased 34% to $359.8 million. For the six months ended June 30, 1998, Pittston Brink's Group generated net income of $37.6 million ($.96 per share), an increase of 14% compared to $33.0 million ($.85 per share) for the comparable period in 1997. Combined revenues for the first six months of 1998 were $670.1 million, up from $520.2 million in 1997. BRINK'S, INCORPORATED (BRINK'S) Brink's worldwide consolidated revenues increased 38% to $309.8 million in the second quarter of 1998 and operating profits amounted to $24.0 million, a 26% increase over prior year's second quarter due primarily to improvements in North America and Europe. For the first six months of 1998, Brink's worldwide revenues increased 32% to $571.7 million and operating profits grew 32% to $46.0 million from $34.9 million in the comparable period in 1997. 1

Revenues from North American operations (United States and Canada) were $135.7 million in the second quarter, 15% higher than in the comparable period in 1997. North American operating profits for the quarter increased 23% to $11.9 million due to improved results across most product lines, particularly armored car operations which include ATM services. For the six months ended June 30, 1998, North American revenues and operating profits were $265.1 million and $21.9 million, respectively, compared to $228.4 million and $17.4 million, respectively, for the prior period in 1997. Revenues and operating profits from European subsidiaries and affiliates amounted to $90.9 million and $6.4 million, respectively, in the second quarter, compared to $33.7 million and $1.3 million, respectively, in the comparable 1997 periods. The increase in revenues was due to the acquisition, in the first quarter of 1998, of nearly all the remaining shares of its affiliate in France (previously 38% owned). The operating profit increase was due to the improved results of the operations in France as well as the increased ownership position. In the first six months of 1998, revenues and operating profits grew to $140.7 million and $7.2 million, respectively, compared to $66.4 million and $1.7 million, respectively, for the same period in 1997. The acquisition and improved results in France, partially 2

offset by losses in Belgium relating to the first quarter 1998 industry-wide strike, drove the year-to-date results. Revenues from Latin American subsidiaries were $76.3 million in the second quarter, 15% higher than the same period in 1997 due primarily to growth in Venezuelan operations. Operating profits from subsidiaries and affiliates were $5.4 million in the second quarter, down 28% from $7.4 million in the comparable period in 1997. Expenses associated with start-up operations in Argentina as well as an equity loss in the 20% owned Mexican affiliate more than offset improved results in Venezuela. For the six months ended June 30, 1998, revenues and operating profits in Latin America were $152.8 million and $16.0 million, respectively, increasing 21% and 8%, respectively, over the comparable 1997 period. Revenues and operating profits from Asia/Pacific subsidiaries and affiliates were $6.8 million and $0.4 million, respectively, in the quarter. Revenues were essentially unchanged over the comparable 1997 period and operating profits decreased $0.3 million. Revenues and operating profits of $13.1 million and $0.8 million in the year-to-date period were $0.1 million and $0.2 million lower respectively, compared to the same period in 1997. Brink's has recently expanded its armored car operations in Australia, providing valuables transport, ATM services 3

and currency processing services to a number of financial institutions, including the largest bank in Australia. Brink's continued its international strategy of gaining control of affiliated operations or exiting certain markets. During the second quarter Brink's increased its ownership to 100% from 50% in its German affiliate, increased its majority ownership in its Colombian affiliate by 7.5% to 58% and divested its 24.5% interest in its Italian affiliate. BRINK'S HOME SECURITY, INC. Brink's Home Security's revenues totaled $50.1 million in the second quarter of 1998, a 13% increase over the year earlier period. Operating profits increased 5% to $13.9 million. Operating profits from on-going monitoring and service operations increased to $18.2 million from $15.9 million as a result of the increased subscriber base and higher average monthly monitoring fees for existing subscribers. The net loss on marketing, sales and installation activities increased to $4.3 million from $2.7 million in the second quarter of 1997. Brink's Home Security installed approximately 28,600 new subscribers during the quarter and the subscriber base totaled almost 548,000 on June 30, 1998, a 14% increase from a year earlier. The disconnect rate in the first half of 1998 was 7.3%. As a result of the growth in subscribers and higher average monitoring fees 4

per subscriber, monthly recurring revenues increased 18% to $14 million as of June 1998. Brink's Home Security is continuing a number of quality improvement programs designed to further enhance customer service while improving productivity and customer retention. The company's reputation for high quality service and reliability has made it a premiere service provider in the home security industry. Brink's Home Security continued its geographic expansion in the second quarter by entering the Tulsa, Oklahoma market. FINANCIAL-CONSOLIDATED The Pittston Company (the "Company") reported consolidated revenues of $927.1 million in the second quarter ended June 30, 1998 compared to $826.2 million for the comparable period in 1997. Net income was $20.8 million compared to $14.7 million in the prior year's quarter. Total debt at June 30, 1998 was $426.2 million. For the first six months of 1998, consolidated revenues were $1,790 million and net income was $33.6 million. A year ago, consolidated revenues for the first six months were $1,608 million and net income was $36.0 million. Consolidated cash flow from operating activities totaled $82.2 million for the six months ended June 30, 1998. 5

During the second quarter of 1998, under the share repurchase programs authorized by the Board of Directors of the Company, the Company purchased 227,400 shares of Pittston BAX Group Common Stock at a cost of $3.7 million and 114,100 shares of Pittston Brink's Group Common Stock at a cost of $4.4 million. As of June 30, 1998, the Company had remaining authority to purchase over time 1 million shares of Pittston Minerals Group Common Stock, 0.9 million shares of Pittston Brink's Group Common Stock, 0.7 million shares of Pittston BAX Group Common Stock and an additional $24.2 million of its Series C Convertible Preferred Stock. The aggregate purchase price limitation for all common stock purchases was $13.4 million at June 30, 1998. * * * * * * * * * * Pittston Brink's Group Common Stock (NYSE-PZB), Pittston BAX Group Common Stock (NYSE-PZX) and Pittston Minerals Group Common Stock (NYSE-PZM) represent the three classes of common stock of The Pittston Company, a diversified company with interests in security services through Brink's, Incorporated and Brink's Home Security, Inc. (Pittston Brink's Group), global freight transportation and logistics management services through BAX Global Inc. (Pittston BAX Group) and mining and minerals exploration through Pittston Coal Company and Pittston Mineral Ventures (Pittston Minerals Group). Copies of the Pittston BAX Group and Pittston Minerals Group earnings releases are available upon request. 6

PITTSTON BRINK'S GROUP SUPPLEMENTAL FINANCIAL DATA (UNAUDITED) BRINK'S, INCORPORATED Three Months Ended June 30 Six Months Ended June 30 (IN THOUSANDS) 1998 1997 1998 1997 - ----------------------------------------------------------------------------------------------------------------------------------- OPERATING REVENUES North America (United States & Canada) $ 135,687 117,616 265,054 228,388 Latin America 76,348 66,163 152,840 125,859 Europe 90,909 33,727 140,722 66,355 Asia/Pacific 6,807 7,044 13,058 13,147 - ----------------------------------------------------------------------------------------------------------------------------------- Total operating revenues $ 309,751 224,550 571,674 433,749 - ------------------------------------------------------------------------------------------------------------------------------------ OPERATING PROFIT North America (United States & Canada) $ 11,865 9,657 21,932 17,411 Latin America 5,354 7,445 16,031 14,882 Europe 6,388 1,291 7,213 1,667 Asia/Pacific 440 750 790 984 - ------------------------------------------------------------------------------------------------------------------------------------ Total operating profit $ 24,047 19,143 45,966 34,944 - ------------------------------------------------------------------------------------------------------------------------------------ DEPRECIATION AND AMORTIZATION $ 12,255 6,811 20,674 14,358 - ------------------------------------------------------------------------------------------------------------------------------------ BRINK'S HOME SECURITY, INC. Three Months Ended June 30 Six Months Ended June 30 (DOLLARS IN THOUSANDS) 1998 1997 1998 1997 - ------------------------------------------------------------------------------------------------------------------------------------ OPERATING REVENUES $ 50,061 44,225 98,471 86,410 OPERATING PROFIT (LOSS) Monitoring and service $ 18,152 15,944 35,334 30,534 Net marketing, sales and installation (4,257) (2,671) (7,937) (4,482) - ------------------------------------------------------------------------------------------------------------------------------------ Total operating profit $ 13,895 13,273 27,397 26,052 - ------------------------------------------------------------------------------------------------------------------------------------ DEPRECIATION AND AMORTIZATION $ 9,103 7,116 17,905 13,782 - ------------------------------------------------------------------------------------------------------------------------------------ MONTHLY RECURRING REVENUES (a) 13,976 11,834 - ------------------------------------------------------------------------------------------------------------------------------------ Number of subscribers: Beginning of period 528,607 464,007 511,532 446,505 Installations 28,557 26,798 55,307 52,388 Disconnects (9,506) (8,740) (19,181) (16,828) - ------------------------------------------------------------------------------------------------------------------------------------ End of period 547,658 482,065 547,658 482,065 - ------------------------------------------------------------------------------------------------------------------------------------ (a) Monthly recurring revenues are calculated based on the number of subscribers at period end multiplied by the average fee per subscriber received in the last month of the period for monitoring, maintenance and related services.

PITTSTON BRINK'S GROUP STATEMENTS OF OPERATIONS (UNAUDITED) (IN THOUSANDS, EXCEPT Three Months Ended June 30 Six Months Ended June 30 PER SHARE DATA) 1998 1997 1998 1997 - ----------------------------------------------------------------------------------------------------------------------------------- Operating revenues $ 359,812 268,775 670,145 520,159 - ----------------------------------------------------------------------------------------------------------------------------------- Operating expenses 273,523 197,741 506,955 385,649 Selling, general and administrative expenses 50,705 40,296 97,260 76,359 - ----------------------------------------------------------------------------------------------------------------------------------- Total costs and expenses 324,228 238,037 604,215 462,008 Other operating income (expense), net 4 117 990 (504) - ----------------------------------------------------------------------------------------------------------------------------------- Operating profit 35,588 30,855 66,920 57,647 Interest income 624 553 1,488 1,206 Interest expense (5,050) (2,664) (8,865) (4,903) Other income (expense), net 1,484 (1,447) 147 (3,105) - ----------------------------------------------------------------------------------------------------------------------------------- Income before income taxes 32,646 27,297 59,690 50,845 Provision for income taxes 12,076 9,558 22,083 17,800 - ----------------------------------------------------------------------------------------------------------------------------------- Net income $ 20,570 17,739 37,607 33,045 - ----------------------------------------------------------------------------------------------------------------------------------- Net income per common share: Basic $ .53 .46 .97 .86 Diluted .52 .46 .96 .85 - ----------------------------------------------------------------------------------------------------------------------------------- Weighted average common shares outstanding: Basic 38,713 38,230 38,596 38,209 Diluted 39,206 38,703 39,143 38,659 - ----------------------------------------------------------------------------------------------------------------------------------- SEGMENT INFORMATION Operating revenues: Brink's $ 309,751 224,550 571,674 433,749 BHS 50,061 44,225 98,471 86,410 - ----------------------------------------------------------------------------------------------------------------------------------- Total operating revenues $ 359,812 268,775 670,145 520,159 - ----------------------------------------------------------------------------------------------------------------------------------- Operating profit: Brink's $ 24,047 19,143 45,966 34,944 BHS 13,895 13,273 27,397 26,052 - ----------------------------------------------------------------------------------------------------------------------------------- Segment operating profit 37,942 32,416 73,363 60,996 General corporate expense (2,354) (1,561) (6,443) (3,349) - ----------------------------------------------------------------------------------------------------------------------------------- Total operating profit $ 35,588 30,855 66,920 57,647 - ----------------------------------------------------------------------------------------------------------------------------------- See accompanying notes.

PITTSTON BRINK'S GROUP CONDENSED BALANCE SHEETS June 30 December 31 (IN THOUSANDS) 1998 1997 - ------------------------------------------------------------------------------------------------------------------------------------ (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 42,293 37,694 Accounts receivable, net of estimated amounts uncollectible 225,582 160,912 Inventories and other current assets 55,852 48,518 - ------------------------------------------------------------------------------------------------------------------------------------ Total current assets 323,727 247,124 Property, plant and equipment, at cost, net of accumulated depreciation and amortization 442,743 346,672 Intangibles, net of accumulated amortization 59,884 18,510 Other assets 73,633 80,024 - ------------------------------------------------------------------------------------------------------------------------------------ Total assets $ 899,987 692,330 - ------------------------------------------------------------------------------------------------------------------------------------ LIABILITIES AND SHAREHOLDER'S EQUITY Current liabilities $ 287,803 178,348 Long-term debt, less current maturities 94,564 38,682 Other liabilities 101,530 94,820 - ------------------------------------------------------------------------------------------------------------------------------------ Total liabilities 483,897 311,850 Shareholder's equity 416,090 380,480 - ------------------------------------------------------------------------------------------------------------------------------------ Total liabilities and shareholder's equity $ 899,987 692,330 - ----------------------------------------------------------------------------------------------------------------------------------- See accompanying notes.

PITTSTON BRINK'S GROUP STATEMENTS OF CASH FLOWS (UNAUDITED) Six Months Ended June 30 (IN THOUSANDS) 1998 1997 - ------------------------------------------------------------------------------------------------------------------------------------ Cash flows from operating activities: Net income $ 37,607 33,045 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 38,693 28,218 Provision for deferred income taxes 5,683 1,184 Other, net 7,392 8,405 Changes in operating assets and liabilities, net of effects of acquisitions and dispositions: Increase in receivables (8,754) (5,852) Increase in inventories and other current assets (8,941) (5,038) Decrease in current liabilities (6,290) (3,745) Other, net (9,271) (1,789) - ------------------------------------------------------------------------------------------------------------------------------------ Net cash provided by operating activities 56,119 54,428 - ------------------------------------------------------------------------------------------------------------------------------------ Cash flows from investing activities: Additions to property, plant and equipment (65,373) (54,234) Proceeds from disposal of property, plant and equipment 1,368 1,209 Acquisitions, net of cash acquired (5,526) (53,303) Other, net (993) 6,834 - ------------------------------------------------------------------------------------------------------------------------------------ Net cash used by investing activities (70,524) (99,494) - ------------------------------------------------------------------------------------------------------------------------------------ Cash flows from financing activities: Net additions to debt 4,627 40,502 Payments from Minerals Group 16,700 15,083 Share and other equity activity, net (2,323) (4,562) - ------------------------------------------------------------------------------------------------------------------------------------ Net cash provided by financing activities 19,004 51,023 - ------------------------------------------------------------------------------------------------------------------------------------ Net increase in cash and cash equivalents 4,599 5,957 Cash and cash equivalents at beginning of period 37,694 20,012 - ------------------------------------------------------------------------------------------------------------------------------------ Cash and cash equivalents at end of period $ 42,293 25,969 - ------------------------------------------------------------------------------------------------------------------------------------ See accompanying notes.

THE PITTSTON COMPANY AND SUBSIDIARIES PITTSTON BRINK'S GROUP NOTES TO FINANCIAL INFORMATION (1) The Pittston Company (the "Company") has three classes 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"), which were designed to provide shareholders with separate securities reflecting the performance of the Pittston Brink's Group (the "Brink's Group"), Pittston BAX Group (the "BAX Group") and Pittston Minerals Group (the "Minerals Group"), respectively, without diminishing the benefits of remaining a single corporation or precluding future transactions affecting any of the Groups. The financial information for the Brink's Group includes the results of the Company's Brink's, Incorporated ("Brink's") and Brink's Home Security, Inc. ("BHS") businesses. It is prepared using the amounts included in the Company's consolidated financial statements. Accordingly, the Company's consolidated financial statements must be read in connection with the Brink's Group's financial data. (2) Under the share repurchase programs authorized by the Board of Directors of the Company, the Company purchased the following shares in the periods presented: Three Months Ended Three Months Ended Six Months Ended Six Months Ended June 30 June 30 June 30 June 30 (Dollars in millions) 1998 1997 1998 1997 - ---------------------------------------------------------------------------------------------------------- Brink's Stock: Shares 114,100 13,000 114,100 166,000 Cost $ 4.4 0.3 4.4 4.3 Convertible Preferred Stock: Shares -- -- 355 -- Cost $ -- -- 0.1 -- Excess carrying amount (a) $ -- -- 0.02 -- (a) The excess of the carrying amount of the Convertible Preferred Stock over the cash paid to holders for repurchases made during the periods. This amount is deducted from preferred dividends in the Company's Statement of Operations. (3) The Brink's Group adopted Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income," in the first quarter of 1998. SFAS No. 130 established standards for the reporting and display of comprehensive income and its components in financial statements. Comprehensive income generally represents all changes in shareholders' equity except those resulting from investments by or distributions to shareholders. Total comprehensive income, which is composed of net income and foreign currency translation adjustments, for the three months ended June 30, 1998 and 1997 was $18.5 million and $17.9 million, respectively. Total comprehensive income for the six months ended June 30, 1998 and 1997 was $33.8 million and $29.1 million, respectively.

(4) In the first quarter of 1998, the Brink's Group purchased 62% (representing nearly all the remaining shares) of its French affiliate ("Brink's S.A.") for payments aggregating US $39 million over three years. The acquisition was funded through an initial payment made at closing of $9 million and a note to the seller for a principal amount of approximately the equivalent of US $28 million payable in annual installments plus interest through 2001. The acquisition has been accounted for as a purchase. Based on a preliminary evaluation which is subject to additional review, the estimated fair value of the additional assets recorded, including goodwill, approximated $134 million and includes $9 million in cash. Estimated liabilities assumed of $98 million included previously existing debt of approximately $49 million, which includes borrowings of $19 million and capital leases of $30 million. (5) Certain prior period amounts have been reclassified to conform to the current period's financial statement presentation. (6) Financial information for the Minerals Group, which includes the results of the Pittston Coal Company and Pittston Mineral Ventures operations, and the BAX Group which includes the results of the Company's BAX Global Inc. business, is available upon request.

THE PITTSTON COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (IN THOUSANDS, EXCEPT Three Months Ended June 30 Six Months Ended June 30 PER SHARE AMOUNTS) 1998 1997 1998 1997 - ----------------------------------------------------------------------------------------------------------------------------------- Net sales $ 134,408 157,812 284,306 316,695 Operating revenues 792,696 668,342 1,505,462 1,291,135 - ----------------------------------------------------------------------------------------------------------------------------------- Net sales and operating revenues 927,104 826,154 1,789,768 1,607,830 - ----------------------------------------------------------------------------------------------------------------------------------- Cost of sales 133,278 153,836 277,442 307,248 Operating expenses 658,680 553,434 1,254,451 1,072,253 Selling, general and administrative expenses 102,732 94,455 201,988 170,098 - ----------------------------------------------------------------------------------------------------------------------------------- Total costs and expenses 894,690 801,725 1,733,881 1,549,599 - ----------------------------------------------------------------------------------------------------------------------------------- Other operating income, net 3,089 2,875 6,116 6,451 - ----------------------------------------------------------------------------------------------------------------------------------- Operating profit 35,503 27,304 62,003 64,682 Interest income 1,067 991 2,248 2,010 Interest expense (9,527) (6,422) (16,911) (11,986) Other income (expense), net 1,017 (1,899) (418) (4,288) - ----------------------------------------------------------------------------------------------------------------------------------- Income before income taxes 28,060 19,974 46,922 50,418 Provision for income taxes 7,298 5,311 13,332 14,414 - ----------------------------------------------------------------------------------------------------------------------------------- Net income 20,762 14,663 33,590 36,004 Preferred stock dividends, net (887) (902) (1,751) (1,803) - ----------------------------------------------------------------------------------------------------------------------------------- Net income attributed to common shares $ 19,875 13,761 31,839 34,201 - ----------------------------------------------------------------------------------------------------------------------------------- PITTSTON BRINK'S GROUP: Net income attributed to common shares $ 20,570 17,739 37,607 33,045 - ----------------------------------------------------------------------------------------------------------------------------------- Net income per common share: Basic $ .53 .46 .97 .86 Diluted .52 .46 .96 .85 - ----------------------------------------------------------------------------------------------------------------------------------- Weighted average common shares outstanding: Basic 38,713 38,230 38,596 38,209 Diluted 39,206 38,703 39,143 38,659 - ----------------------------------------------------------------------------------------------------------------------------------- PITTSTON BAX GROUP: Net income (loss) attributed to common shares $ 989 (1,913) (1,977) 3,175 - ----------------------------------------------------------------------------------------------------------------------------------- Net income (loss) per common share: Basic $ .05 (.10) (.10) .16 Diluted .05 (.10) (.10) .16 - ----------------------------------------------------------------------------------------------------------------------------------- Weighted average common shares outstanding: Basic 19,524 19,471 19,501 19,439 Diluted 19,693 19,471 19,501 19,942 - ----------------------------------------------------------------------------------------------------------------------------------- PITTSTON MINERALS GROUP: Net loss attributed to common shares $ (1,684) (2,065) (3,791) (2,019) - ----------------------------------------------------------------------------------------------------------------------------------- Net loss per common share: Basic $ (.20) (.26) (.46) (.25) Diluted (.20) (.26) (.46) (.25) - ----------------------------------------------------------------------------------------------------------------------------------- Weighted average common shares outstanding: Basic 8,309 8,068 8,267 8,035 Diluted 8,309 8,068 8,267 8,035 - ----------------------------------------------------------------------------------------------------------------------------------- See accompanying notes.

THE PITTSTON COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS June 30 December 31 (IN THOUSANDS) 1998 1997 - ----------------------------------------------------------------------------------------------------------------------------------- (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 70,290 69,878 Accounts receivable, net of estimated amounts uncollectible 594,773 531,317 Inventories and other current assets 135,258 125,610 - ----------------------------------------------------------------------------------------------------------------------------------- Total current assets 800,321 726,805 Property, plant and equipment, at cost, net of accumulated depreciation, depletion and amortization 798,953 647,642 Intangibles, net of accumulated amortization 344,469 301,395 Other assets 298,902 320,102 - ----------------------------------------------------------------------------------------------------------------------------------- Total assets $ 2,242,645 1,995,944 - ----------------------------------------------------------------------------------------------------------------------------------- LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities $ 742,824 643,673 Long-term debt, less current maturities 328,984 191,812 Postretirement benefits other than pensions 235,385 231,451 Workers' compensation and other claims 99,480 106,378 Other liabilities 127,296 137,012 - ----------------------------------------------------------------------------------------------------------------------------------- Total liabilities 1,533,969 1,310,326 Shareholders' equity 708,676 685,618 - ----------------------------------------------------------------------------------------------------------------------------------- Total liabilities and shareholders' equity $ 2,242,645 1,995,944 - ----------------------------------------------------------------------------------------------------------------------------------- See accompanying notes.

THE PITTSTON COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Six Months Ended June 30 (IN THOUSANDS) 1998 1997 - ------------------------------------------------------------------------------------------------------------------------------------ Cash flows from operating activities: Net income $ 33,590 36,004 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion and amortization 73,318 60,824 Provision for aircraft heavy maintenance 18,580 16,382 Provision for deferred income taxes 6,201 5,117 Other, net 13,194 10,469 Changes in operating assets and liabilities net of effects of acquisitions and dispositions: Decrease (increase) in receivables 701 (15,870) Increase in inventories and other current assets (6,350) (24,067) (Decrease) increase in current liabilities (40,735) 490 Other, net (16,331) (3,807) - ------------------------------------------------------------------------------------------------------------------------------------ Net cash provided by operating activities 82,168 85,542 - ------------------------------------------------------------------------------------------------------------------------------------ Cash flows from investing activities: Additions to property, plant and equipment (122,660) (82,236) Proceeds from disposal of property, plant and equipment 14,711 3,698 Aircraft heavy maintenance (20,524) (19,350) Acquisitions and related contingent payments, net of cash acquired (34,361) (54,094) Dispositions of other assets and investments 8,482 -- Other, net (4,539) 6,996 - ------------------------------------------------------------------------------------------------------------------------------------ Net cash used by investing activities (158,891) (144,986) - ------------------------------------------------------------------------------------------------------------------------------------ Cash flows from financing activities: Net additions to debt 90,812 90,819 Share and other equity activity (13,677) (12,595) - ------------------------------------------------------------------------------------------------------------------------------------ Net cash provided by financing activities 77,135 78,224 - ------------------------------------------------------------------------------------------------------------------------------------ Net increase in cash and cash equivalents 412 18,780 Cash and cash equivalents at beginning of period 69,878 41,217 - ------------------------------------------------------------------------------------------------------------------------------------ Cash and cash equivalents at end of period $ 70,290 59,997 - ------------------------------------------------------------------------------------------------------------------------------------ See accompanying notes.

THE PITTSTON COMPANY AND SUBSIDIARIES CONSOLIDATED NOTES TO FINANCIAL INFORMATION (1) The Pittston Company (the "Company") has three classes 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"), which were designed to provide shareholders with separate securities reflecting the performance of the Pittston Brink's Group (the "Brink's Group"), Pittston BAX Group (the "BAX Group") and Pittston Minerals Group (the "Minerals Group"), respectively, without diminishing the benefits of remaining a single corporation or precluding future transactions affecting any of the Groups. (2) Under the share repurchase programs authorized by the Board of Directors of the Company, the Company purchased the following shares in the periods presented: Three Months Ended Three Months Ended Six Months Ended Six Months Ended June 30 June 30 June 30 June 30 (Dollars in millions) 1998 1997 1998 1997 - -------------------------------------------------------------------------------------------------------- Brink's Stock: Shares 114,100 13,000 114,100 166,000 Cost $ 4.4 0.3 4.4 4.3 BAX Stock: Shares 227,400 -- 404,932 132,100 Cost $ 3.7 -- 7.2 2.6 Convertible Preferred Stock: Shares -- -- 355 -- Cost $ -- -- 0.1 -- Excess carrying amount (a) $ -- -- 0.02 -- (a) The excess of the carrying amount of the Convertible Preferred Stock over the cash paid to holders for repurchases made during the periods. This amount is deducted from preferred dividends in the Company's Statement of Operations. (3) The Pittston Company adopted Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income," in the first quarter of 1998. SFAS No. 130 established standards for the reporting and display of comprehensive income and its components in financial statements. Comprehensive income generally represents all changes in shareholders' equity except those resulting from investments by or distributions to shareholders. Total comprehensive income, which is composed of net income and foreign currency translation adjustments, for the three months ended June 30, 1998 and 1997 was $16.3 million and $12.9 million, respectively. Total comprehensive income for the six months ended June 30, 1998 and 1997 was $27.2 million and $27.6 million, respectively. (4) In the first quarter of 1998, the Company purchased 62% (representing nearly all the remaining shares) of its Brink's affiliate in France ("Brink's S.A.") for payments aggregating US $39 million over three years. The acquisition was funded through an initial payment made at closing of $9 million and a note to the seller for a principal amount of approximately the equivalent of US $28 million payable in annual installments plus interest through 2001. The acquisition has been accounted for as a purchase. Based on a preliminary evaluation which is subject to additional review, the estimated fair value of the additional assets recorded, including goodwill, approximated $134 million and includes $9 million in cash. Estimated liabilities assumed of $98 million included previously existing debt of approximately $49 million, which includes borrowings of $19 million and capital leases of $30 million.

(5) On April 30, 1998, the Company acquired the privately held Air Transport International LLC for a purchase price of approximately $29 million. The acquisition was funded through the revolving credit portion of the Company's credit agreement with a syndicate of banks and was accounted for as a purchase. Based on a preliminary evaluation which is subject to additional review, the estimated fair value of the assets acquired and liabilities assumed approximated $33 million and $4 million, respectively. (6) During the second quarter of 1998, the Company's Coal Operations disposed of certain assets of its Elkay mining operation in West Virginia. The assets were sold for cash of approximately $18 million, resulting in a pretax loss of $2.2 million. In addition, in July, the Company's Coal Operations completed the sale of two idle properties in West Virginia and a loading dock in Kentucky for an expected pre-tax gain of approximately $5 million. (7) Effective January 1, 1998, the Company implemented Statement of Position ("SOP") No. 98-1 "Accounting for the Costs of Computer Software Developed for Internal Use." SOP No. 98-1 requires that certain costs related to the development or purchase of internal use software be capitalized and amortized over the estimated useful life of the software. (8) Certain prior period amounts have been reclassified to conform to the current period's financial statement presentation.

PITTSTON BAX GROUP EARNS $.05 PER SHARE IN THE SECOND QUARTER Richmond, VA - July 29, 1998 - Pittston BAX Group reported net income of $1.0 million ($.05 per share) in the second quarter ended June 30, 1998. A year earlier, BAX reported a net loss of $1.9 million ($.10 per share) including special consulting expenses of $12.5 million (pre-tax) or $.40 per share (after tax). Consolidated worldwide revenue increased 8% to $432.9 million over the $399.6 million reported in the prior year's quarter. For the first six months of 1998, worldwide revenue increased 8% to $835.3 million compared to $771.0 million for the comparable period in 1997. The year-to-date net loss was $2.0 million ($.10 per share). A year earlier, net income was $3.2 million ($.16 per share) including the special consulting expenses. INTERNATIONAL BAX Global's international revenue rose 11% in the second quarter to $279.9 million from $253.0 million in the comparable 1997 period. International expedited freight services revenue increased 3% to $219.4 million with higher volumes partially offset by lower yields (revenue per pound) reflecting a continued shift in the traffic mix with lower exports to higher yielding Asian markets. Other 1

international revenue, which consists primarily of customs clearances, logistics and ocean services, as well as revenue from the recently acquired Air Transport International LLC ("ATI"), a U.S. based airline, rose 52% to $60.5 million. The revenue increase was largely due to the acquisition of ATI, and growth in both ocean services and BAX logistics activities. For the first six months of 1998, international revenue was $534.0 million, a 10% increase over the $486.0 million of a year earlier. International operating profits were $4.2 million for the quarter compared to $8.4 million, before special consulting expenses, earned in the second quarter of 1997. The decrease was primarily due to higher information technology expenses, inclusion of ATI results and increased provisions for bad debt expense primarily in Asia. For the first six months of 1998, international operating profits totaled $9.6 million compared to $15.1 million, before special consulting expenses, in the first six months of 1997. INTRA-U.S. In the second quarter, BAX Global's intra-U.S. expedited freight services revenue increased 5% to $151.6 million, mainly reflecting higher volumes and slightly lower yields. For the first six months of 1998, expedited freight services revenues were $299.0 million, a 6% increase over the year earlier period. 2

Intra-U.S. operating profits were $2.1 million for the quarter compared to an operating profit of $3.5 million, excluding special consulting expenses, in the second quarter a year ago. For the first six months of 1998, the intra-U.S. operating loss was $2.9 million compared to an operating profit of $7.6 million, before special consulting expenses, in the prior year. Lower operating profits in 1998 reflect increased infrastructure costs designed to enhance service levels and higher information technology expenses including Year 2000 initiatives. C. Robert Campbell was elected President and Chief Executive Officer of BAX Global Inc. effective June 8, 1998. Mr. Campbell brings thirty years of relevant professional experience including significant transportation and logistics experience during a twenty-one year career with Ryder System, Inc., where he last served as Executive Vice President. Prior to joining BAX Global, Mr. Campbell served as Executive Vice President of Advantica Restaurant Group, Inc. Mr. Campbell stated that, "initially my three highest priorities are to (1) focus on enhancing service levels, a process already underway; (2) continue margin improvement initiatives begun in June; and (3) expand at a faster rate internationally." 3

FINANCIAL-CONSOLIDATED The Pittston Company (the "Company") reported consolidated revenue of $927.1 million in the second quarter ended June 30, 1998 compared to $826.2 million for the comparable period in 1997. Net income was $20.8 million compared to $14.7 million in the prior year's quarter. Total debt at June 30, 1998 was $426.2 million. For the first six months of 1998, consolidated revenue was $1,790 million and net income was $33.6 million. A year ago, consolidated revenue for the first six months was $1,608 million and net income was $36.0 million. Consolidated cash flow from operating activities totaled $82.2 million for the six months ended June 30, 1998. During the second quarter of 1998, under the share repurchase programs authorized by the Board of Directors of the Company, the Company purchased 227,400 shares of Pittston BAX Group Common Stock at a cost of $3.7 million and 114,100 shares of Pittston Brink's Group Common Stock at a cost of $4.4 million. As of June 30, 1998, the company had remaining authority to purchase over time 1 million shares of Pittston Minerals Group Common Stock, 0.9 million shares of Pittston Brink's Group Common Stock, 0.7 million shares of Pittston BAX Group Common Stock and an additional $24.2 million of its Series C Convertible Preferred 4

Stock. The aggregate purchase price limitation for all common stock purchases was $13.4 million at June 30, 1998. This release contains both historical and forward looking information. Statements regarding the potential benefits of enhancing service levels, margin improvement initiatives, and expanding at a faster rate internationally are subject to known and unknown risks, uncertainties and contingencies, which could cause actual results, performance or achievements to differ materially from those which are anticipated. Such risks, uncertainties and contingencies, many of which are beyond the control of the BAX Group and The Pittston Company, include, but are not limited to, overall domestic and international economic and business conditions, the domestic and international demand for the BAX Global's services, pricing and other competitive factors in the industry, new government regulations and/or legislative initiatives, variations in costs or expenses, the consummation and successful integration of the ATI acquisition, changes in the scope of improvements to information systems and Year 2000 initiatives, delays or problems in the implementation of Year 2000 initiatives by the BAX Group and/or its suppliers and customers, and delays or problems in the design and implementation of improvements to information systems. * * * * * * * * * * 5

Pittston BAX Group Common Stock (NYSE-PZX), Pittston Brink's Group Common Stock (NYSE-PZB) and Pittston Minerals Group Common Stock (NYSE-PZM) represent the three classes of common stock of The Pittston Company, a diversified company with interests in global freight transportation and logistics management services through BAX Global Inc. (Pittston BAX Group), security services through Brink's, Incorporated and Brink's Home Security, Inc. (Pittston Brink's Group), and in mining and minerals exploration through Pittston Coal Company and Pittston Mineral Ventures (Pittston Minerals Group). Copies of the Pittston Brink's Group and Pittston Minerals Group earnings releases are available upon request. 6

PITTSTON BAX GROUP SUPPLEMENTAL FINANCIAL DATA (UNAUDITED) BAX GLOBAL INC. (IN THOUSANDS, EXCEPT Three Months Ended June 30 Six Months Ended June 30 PER POUND/SHIPMENT AMOUNTS) 1998 1997 1998 1997 - ----------------------------------------------------------------------------------------------------------------------------------- OPERATING REVENUES Intra-U.S.: Expedited freight services $ 151,642 144,668 299,040 281,340 Other 1,294 1,890 2,239 3,612 - ----------------------------------------------------------------------------------------------------------------------------------- Total Intra-U.S. 152,936 146,558 301,279 284,952 International: Expedited freight services(a) 219,436 213,321 425,888 411,450 Other 60,512 39,688 108,150 74,574 - ----------------------------------------------------------------------------------------------------------------------------------- Total International 279,948 253,009 534,038 486,024 Total operating revenues $ 432,884 399,567 835,317 770,976 - ----------------------------------------------------------------------------------------------------------------------------------- OPERATING PROFIT (LOSS) Intra-U.S. (b) $ 2,082 (1,252) (2,895) 2,865 International (b) 4,197 687 9,604 7,326 - ----------------------------------------------------------------------------------------------------------------------------------- Total operating profit (loss) $ 6,279 (565) 6,709 10,191 - ----------------------------------------------------------------------------------------------------------------------------------- Expedited freight services shipment growth rate (c) 1.1% 0.6% 1.2% (0.6%) Expedited freight services weight growth rate (c): Intra-U.S. 8.0% 3.1% 8.5% 2.0% International 8.0% 7.9% 8.4% 5.2% Worldwide 8.0% 5.7% 8.4% 3.7% - ----------------------------------------------------------------------------------------------------------------------------------- Expedited freight services weight (millions of pounds) 402.5 372.6 784.0 723.1 Expedited freight services shipments (thousands) 1,345 1,330 2,635 2,605 - ----------------------------------------------------------------------------------------------------------------------------------- Expedited freight services average: Yield (revenue per pound) (a) $ .922 .961 .925 .958 Revenue per shipment (a) $ 276 269 275 266 Weight per shipment (pounds) 299 280 298 278 - ----------------------------------------------------------------------------------------------------------------------------------- (a) Prior period's international expedited freight revenues have been reclassified to conform to the current period classification. (b) The three month period ended June 30, 1998 includes $2.8 million ($1.0 million Intra-U.S. and $1.8 million International) related to incremental technology expenditures, including Year 2000 initiatives. The six month period ended June 30, 1998 includes $6.3 million ($2.6 million Intra-U.S. and $3.7 million International) related to incremental technology expenditures, including Year 2000 initiatives, partially offset by several non-recurring items. The three and six month periods ended June 30, 1997 include $12.5 million of consulting expenses related to the redesign of BAX Global's business processes and new information system architecture of which $4.75 million and $7.75 million was attributed to Intra-U.S. and International, respectively. (c) Compared to the same period in the prior year.

PITTSTON BAX GROUP STATEMENTS OF OPERATIONS (UNAUDITED) (IN THOUSANDS, EXCEPT Three Months Ended June 30 Six Months Ended June 30 PER SHARE AMOUNTS) 1998 1997 1998 1997 - ---------------------------------------------------------------------------------------------------------------------------- Operating revenues $ 432,884 399,567 835,317 770,976 - ---------------------------------------------------------------------------------------------------------------------------- Operating expenses 385,157 355,693 747,496 686,604 Selling, general and administrative expenses 44,263 46,852 87,877 79,023 - ---------------------------------------------------------------------------------------------------------------------------- Total costs and expenses 429,420 402,545 835,373 765,627 Other operating income, net 474 859 341 1,508 - ---------------------------------------------------------------------------------------------------------------------------- Operating profit (loss) 3,938 (2,119) 285 6,857 Interest income 224 145 483 475 Interest expense (2,122) (1,066) (3,340) (2,012) Other expense, net (468) -- (566) (281) - ---------------------------------------------------------------------------------------------------------------------------- Income (loss) before income taxes 1,572 (3,040) (3,138) 5,039 Provision (credit) for income taxes 583 (1,127) (1,161) 1,864 - ---------------------------------------------------------------------------------------------------------------------------- Net income (loss) $ 989 (1,913) (1,977) 3,175 - ---------------------------------------------------------------------------------------------------------------------------- Net income (loss) per common share: Basic $ .05 (.10) (.10) .16 Diluted .05 (.10) (.10) .16 - ---------------------------------------------------------------------------------------------------------------------------- Weighted average common shares outstanding: Basic 19,524 19,471 19,501 19,439 Diluted 19,693 19,471 19,501 19,942 - ---------------------------------------------------------------------------------------------------------------------------- SEGMENT INFORMATION Operating revenues: BAX Global $ 432,884 399,567 835,317 770,976 - ---------------------------------------------------------------------------------------------------------------------------- Operating profit (loss): BAX Global $ 6,279 (565) 6,709 10,191 General corporate expense (2,341) (1,554) (6,424) (3,334) - ---------------------------------------------------------------------------------------------------------------------------- Operating profit (loss) $ 3,938 (2,119) 285 6,857 - ---------------------------------------------------------------------------------------------------------------------------- See accompanying notes.

PITTSTON BAX GROUP CONDENSED BALANCE SHEETS June 30 December 31 (IN THOUSANDS) 1998 1997 - --------------------------------------------------------------------------------------------------------------------------- (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 24,406 28,790 Accounts receivable, net of estimated amounts uncollectible 294,430 306,806 Inventories and other current assets 21,728 19,568 - --------------------------------------------------------------------------------------------------------------------------- Total current assets 340,564 355,164 Property, plant and equipment, at cost, net of accumulated depreciation and amortization 200,064 128,632 Intangibles, net of accumulated amortization 177,995 174,791 Other assets 41,506 42,856 - --------------------------------------------------------------------------------------------------------------------------- Total assets $ 760,129 701,443 - --------------------------------------------------------------------------------------------------------------------------- LIABILITIES AND SHAREHOLDER'S EQUITY Current liabilities $ 319,985 312,065 Long-term debt, less current maturities 99,290 37,016 Other liabilities 24,581 28,652 - --------------------------------------------------------------------------------------------------------------------------- Total liabilities 443,856 377,733 Shareholder's equity 316,273 323,710 - --------------------------------------------------------------------------------------------------------------------------- Total liabilities and shareholder's equity $ 760,129 701,443 - --------------------------------------------------------------------------------------------------------------------------- See accompanying notes.

PITTSTON BAX GROUP STATEMENTS OF CASH FLOWS (UNAUDITED) Six Months Ended June 30 (IN THOUSANDS) 1998 1997 - --------------------------------------------------------------------------------------------------------------------------- Cash flows from operating activities: Net (loss) income $ (1,977) 3,175 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation and amortization 16,511 14,122 Provision for aircraft heavy maintenance 18,580 16,382 Other, net 4,532 3,705 Changes in operating assets and liabilities, net of effects of acquisitions: Decrease (increase) in receivables 20,401 (13,493) Increase in inventories and other current assets (1,461) (3,563) (Decrease) increase in current liabilities (25,581) 5,873 Other, net (808) 1,380 - --------------------------------------------------------------------------------------------------------------------------- Net cash provided by operating activities 30,197 27,581 - --------------------------------------------------------------------------------------------------------------------------- Cash flows from investing activities: Additions to property, plant and equipment (44,536) (10,973) Aircraft heavy maintenance (20,524) (19,350) Acquisitions, net of cash acquired (28,835) -- Other, net (644) 973 - --------------------------------------------------------------------------------------------------------------------------- Net cash used by investing activities (94,539) (29,350) - --------------------------------------------------------------------------------------------------------------------------- Cash flows from financing activities: Net additions to debt 67,914 9,866 Payments from Minerals Group -- 7,730 Share and other equity activity, net (7,956) (3,732) - --------------------------------------------------------------------------------------------------------------------------- Net cash provided by financing activities 59,958 13,864 - --------------------------------------------------------------------------------------------------------------------------- Net (decrease) increase in cash and cash equivalents (4,384) 12,095 Cash and cash equivalents at beginning of period 28,790 17,818 - --------------------------------------------------------------------------------------------------------------------------- Cash and cash equivalents at end of period $ 24,406 29,913 - --------------------------------------------------------------------------------------------------------------------------- See accompanying notes.

THE PITTSTON COMPANY AND SUBSIDIARIES PITTSTON BAX GROUP NOTES TO FINANCIAL INFORMATION (1) The Pittston Company (the "Company") has three classes 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"), which were designed to provide shareholders with separate securities reflecting the performance of the Pittston Brink's Group (the "Brink's Group"), Pittston BAX Group (the "BAX Group") and Pittston Minerals Group (the "Minerals Group"), respectively, without diminishing the benefits of remaining a single corporation or precluding future transactions affecting any of the Groups. The financial information for the BAX Group includes the results of the Company's BAX Global Inc. business. It is prepared using the amounts included in the Company's consolidated financial statements. Accordingly, the Company's consolidated financial statements must be read in connection with the BAX Group's financial data. (2) Under the share repurchase programs authorized by the Board of Directors of the Company, the Company purchased the following shares in the periods presented: Three Months Ended Three Months Ended Six Months Ended Six Months Ended June 30 June 30 June 30 June 30 Dollars in millions) 1998 1997 1998 1997 - ---------------------------------------------------------------------------------------------------------- BAX Stock: Shares 227,400 -- 404,932 132,100 Cost $ 3.7 -- 7.2 2.6 Convertible Preferred Stock: Shares -- -- 355 -- Cost $ -- -- 0.1 -- Excess carrying amount (a) $ -- -- 0.02 -- (a) The excess of the carrying amount of the Convertible Preferred Stock over the cash paid to holders for repurchases made during the periods. This amount is deducted from preferred dividends in the Company's Statement of Operations. (3) On April 30, 1998, the BAX Group acquired the privately held Air Transport International LLC for a purchase price of approximately $29 million. The acquisition was funded through the revolving credit portion of the Company's credit agreement with a syndicate of banks and was accounted for as a purchase. Based on a preliminary evaluation which is subject to additional review, the estimated fair value of the assets acquired and liabilities assumed approximated $33 million and $4 million, respectively. (4) The BAX Group adopted Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income," in the first quarter of 1998. SFAS No. 130 established standards for the reporting and display of comprehensive income and its components in financial statements. Comprehensive income generally represents all changes in shareholders' equity except those resulting from investments by or distributions to shareholders. Total comprehensive income (loss), which is composed of net income (loss) and foreign currency translation adjustments, for the three

months ended June 30, 1998 and 1997 was $0.6 million and ($2.2) million, respectively. Total comprehensive (loss) income for the six months ended June 30, 1998 and 1997 was ($2.0) million and $1.5 million, respectively. (5) Effective January 1, 1998, the BAX Group implemented a new AICPA Statement of Position ("SOP") No. 98-1 "Accounting for the Costs of Computer Software Developed for Internal Use". SOP No. 98-1 requires that certain costs related to the development or purchase of internal-use software be capitalized and amortized over the estimated useful life of the software. As a result of the implementation of SOP No. 98-1, net income for the three months ended June 30, 1998, included a benefit of approximately $0.6 million or $.03 per share and the net loss for the six months ended June 30, 1998, included a benefit of approximately $1.4 million or $.07 per share for costs capitalized during those periods which would have been expensed prior to the implementation of SOP No. 98-1. (6) Certain prior period amounts have been reclassified to conform to the current period's financial statement presentation. (7) Financial information for the Minerals Group, which includes the results of the Pittston Coal Company and Pittston Mineral Ventures operations, and the Brink's Group, which includes the results of the Company's Brink's, Incorporated and Brink's Home Security, Inc. businesses, is available upon request.

PITTSTON MINERALS GROUP REPORTS SECOND QUARTER RESULTS Richmond, VA - July 29, 1998 - Pittston Minerals Group reported a net loss, before preferred dividends, of $0.8 million ($.20 per common share) in the second quarter ended June 30, 1998. A year earlier the unit reported a net loss, before preferred dividends, of $1.2 million ($.26 per common share). Through six months the net loss, before preferred dividends, was $2.0 million ($.46 per common share) compared to a net loss, before preferred dividends, of $0.2 million ($.25 per common share) in the 1997 period. PITTSTON COAL COMPANY Second quarter net sales were $130.2 million compared to $154.1 million in the same period a year ago. The coal segment's operating loss was $1.7 million in the second quarter which included a loss of $2.2 million relating to the sale of certain assets. A year earlier, the unit reported an operating profit of $1.2 million. Coal production totaled 3.4 million tons in the quarter compared to 4.4 million tons in last year's second quarter. During the quarter, Pittston Coal Company sold 4.3 million tons of coal compared to 5.1 million tons in the second quarter of 1997. Coal realization per ton increased to $29.73 in the current quarter from $29.57 1

a year earlier due in large part to a higher proportion of metallurgical sales. Cost of coal sold per ton increased to $27.72 in the second quarter 1998 compared with $27.47 a year earlier resulting in a decline in gross margins from coal operations to $2.01 per ton from $2.10 in the prior year quarter. Production and sales volume, realization and cost per ton in the 1998 quarter were impacted by lower tonnage and changes in product mix resulting from the sale of certain coal assets as discussed below. Prices for metallurgical and steam coal continued to be weak in the quarter, as were prices for natural gas. The Company does not expect to participate significantly in the spot market for steam coal this year as currently anticipated 1998 production is nearly fully committed under long term contracts. During the quarter, the company disposed of certain assets of its Elkay mining operation in Logan County, West Virginia, which produced about 1.0 million tons of coal through April 1998. The assets were sold for cash of approximately $18 million resulting in a pre-tax loss of $2.2 million. In addition, in July the company completed the sale of two idle properties in West Virginia and its Sandlick, Kentucky loading dock while retaining a throughput arrangement. As a result, the company expects to record a pre-tax gain of approximately $5 million in the third quarter. 2

These asset disposals continue the company's strategy of disposing of idle and under-performing assets, while focusing on its core metallurgical and steam coal operations. Later this year the company plans to begin to develop a major underground metallurgical coal mine on reserves owned by the company in Virginia. At full production, scheduled for 2001, this mine is expected to produce 1.3 million tons per year from a reserve of 15.0 million tons. The coal can be processed at either the company's Ramsey or McClure preparation plants to serve customers on either the CSX or Norfolk Southern railroads. PITTSTON MINERAL VENTURES Pittston Mineral Ventures (PMV) reported a $0.3 million operating loss in the second quarter of 1998, compared to a $1.3 million loss in the same period last year. Operations at the Stawell gold mine, in which PMV has a combined 67% direct and indirect interest, improved from a year ago with gold production increasing from 18,600 ounces to 23,500 ounces. Average cash costs of gold sold improved to US $219 per ounce from US $370 per ounce in the second quarter of 1997, which had been impacted by lower production and higher costs associated with the collapse of a ventilation shaft during its construction. Realization declined from US $385 per ounce to US $357 per ounce. 3

Equity earnings from PMV's interest in Mining Project Investors (MPI) in Australia were essentially unchanged from year ago levels. However, these were significantly below expectations due to the impact of depressed nickel prices on MPI's 50% owned Silver Swan nickel mine. Production volumes and costs at Silver Swan were in line with expectations. FINANCIAL-CONSOLIDATED The Pittston Company (the "Company") reported consolidated revenues of $927.1 million in the second quarter ended June 30, 1998 compared to $826.2 million for the comparable period in 1997. Net income was $20.8 million compared to $14.7 million in the prior year's quarter. Total debt at June 30, 1998 was $426.2 million. For the first six months of 1998, consolidated revenues were $1,790 million and net income was $33.6 million. A year ago, consolidated revenues for the first six months were $1,608 million and net income was $36.0 million. Consolidated cash flow from operating activities totaled $82.2 million for the six months ended June 30, 1998. During the second quarter of 1998, under the share repurchase programs authorized by the Board of Directors of the Company, the Company purchased 227,400 shares of Pittston BAX Group Common Stock at a cost of $3.7 million and 114,100 shares of Pittston Brink's Group Common Stock at a cost of $4.4 million. 4

As of June 30, 1998, the company had remaining authority to purchase over time 1 million shares of Pittston Minerals Group Common Stock, 0.9 million shares of Pittston Brink's Group Common Stock, 0.7 million shares of Pittston BAX Group Common Stock and an additional $24.2 million of its Series C Convertible Preferred Stock. The aggregate purchase price limitation for all common stock purchase was $13.4 million at June 30, 1998. This release contains both historical and forward looking information. Statements concerning spot steam coal sales during 1998 and possible results from PMV's gold exploration program, involve forward looking information which is subject to known and unknown risks, uncertainties and contingencies, which could cause actual results, performance or achievements to differ materially from those which are anticipated. Such risks, uncertainties and contingencies, many of which are beyond the control of the Minerals Group and The Pittston Company include, but are not limited to, overall economic and business conditions, the demand for the Minerals Group's products, geological conditions, pricing and other competitive factors in the industry, new government regulations and/or legislative initiatives, contractual disputes with customers and uncertainty regarding the ultimate results of exploration activity. * * * * * * * * * * 5

Pittston Minerals Group Common Stock (NYSE-PZM), Pittston Brink's Group Common Stock (NYSE-PZB) and Pittston BAX Group Common Stock (NYSE-PZX) represent the three classes of common stock of The Pittston Company, a diversified company with interests in mining and minerals exploration through Pittston Coal Company and Pittston Mineral Ventures (Pittston Minerals Group), security services through Brink's, Incorporated and Brink's Home Security, Inc. (Pittston Brink's Group) and global freight transportation and logistics management services through BAX Global Inc. (Pittston BAX Group). Copies of the Pittston Brink's Group and Pittston BAX Group earnings releases are available upon request. 6

PITTSTON MINERALS GROUP SUPPLEMENTAL FINANCIAL DATA (UNAUDITED) PITTSTON COAL COMPANY Three Months Ended June 30 Six Months Ended June 30 (IN THOUSANDS) 1998 1997 1998 1997 - --------------------------------------------------------------------------------------------------------------------------- Net sales $ 130,176 154,073 276,096 308,666 Operating (loss) profit $ (1,714) 1,232 788 4,855 COAL SALES (Tons): Metallurgical 1,995 1,823 3,926 3,714 Utility and industrial 2,312 3,294 5,235 6,523 - --------------------------------------------------------------------------------------------------------------------------- Total coal sales 4,307 5,117 9,161 10,237 - --------------------------------------------------------------------------------------------------------------------------- PRODUCTION/PURCHASED (Tons): Deep 1,368 1,324 2,757 2,426 Surface 1,841 2,739 3,810 5,398 Contract 200 373 442 736 - --------------------------------------------------------------------------------------------------------------------------- 3,409 4,436 7,009 8,560 Purchased 1,046 963 2,011 2,303 - --------------------------------------------------------------------------------------------------------------------------- Total 4,455 5,399 9,020 10,863 - --------------------------------------------------------------------------------------------------------------------------- (IN THOUSANDS, Three Months Ended June 30 Six Months Ended June 30 EXCEPT PER TON DATA) 1998 1997 1998 1997 - -------------------------------------------------------------------------------------------------------------------------- Net coal sales (a) $ 128,053 151,303 272,029 304,001 Current production cost of coal sold (a) 119,387 140,554 251,894 282,126 - -------------------------------------------------------------------------------------------------------------------------- Coal margin 8,666 10,749 20,135 21,875 Non-coal margin 623 527 1,239 1,245 Other operating income, net 2,742 2,078 5,071 5,783 - --------------------------------------------------------------------------------------------------------------------------- Margin and other income 12,031 13,354 26,445 28,903 - --------------------------------------------------------------------------------------------------------------------------- Other costs and expenses: Idle equipment and closed mines 2,582 250 3,285 557 Inactive employee cost 6,740 7,097 13,695 13,780 Selling, general and administrative expenses 4,423 4,775 8,677 9,711 - --------------------------------------------------------------------------------------------------------------------------- Total other costs and expenses 13,745 12,122 25,657 24,048 - --------------------------------------------------------------------------------------------------------------------------- Operating (loss) profit $ (1,714) 1,232 788 4,855 - --------------------------------------------------------------------------------------------------------------------------- Coal margin per ton: Realization $ 29.73 29.57 29.69 29.70 Current production costs 27.72 27.47 27.49 27.56 - --------------------------------------------------------------------------------------------------------------------------- Coal margin $ 2.01 2.10 2.20 2.14 - --------------------------------------------------------------------------------------------------------------------------- (a) Excludes non-coal components.

PITTSTON MINERAL VENTURES (UNAUDITED) (IN THOUSANDS, EXCEPT Three Months Ended June 30 Six Months Ended June 30 OUNCE AND PER OUNCE DATA) 1998 1997 1998 1997 - --------------------------------------------------------------------------------------------------------------------------- Stawell Gold Mine: Gold sales $ 4,217 3,719 8,173 8,000 Other revenue 15 20 37 29 - --------------------------------------------------------------------------------------------------------------------------- Net sales 4,232 3,739 8,210 8,029 Cost of sales (a) 3,071 3,666 5,742 7,297 Selling, general and administrative expenses (a) 248 381 539 679 - --------------------------------------------------------------------------------------------------------------------------- Total costs and expenses 3,319 4,047 6,281 7,976 - --------------------------------------------------------------------------------------------------------------------------- Operating profit (loss) - Stawell Gold Mine 913 (308) 1,929 53 Other operating expense, net (1,191) (1,002) (2,254) (1,818) - --------------------------------------------------------------------------------------------------------------------------- Operating loss $ (278) (1,310) (325) (1,765) - --------------------------------------------------------------------------------------------------------------------------- Stawell Gold Mine: Mineral Ventures' 50% direct share: Ounces sold 11,809 9,665 22,955 20,241 Ounces produced 11,743 9,315 22,899 20,266 Average per ounce sold (US$): Realization $ 357 385 356 395 Cash cost 219 370 213 348 - --------------------------------------------------------------------------------------------------------------------------- (a) Excludes $1,062 and $1,970 of non-Stawell related selling, general and administrative expenses for the three months and six months ended June 30, 1998, respectively. Excludes $26 and $797, and $68 and $1,414 of non-Stawell related cost of sales and selling, general and administrative expenses for the three months and six months ended June 30, 1997. Such costs are reclassified to cost of sales and selling, general and administrative expenses in the Minerals Group statement of operations.

PITTSTON MINERALS GROUP STATEMENTS OF OPERATIONS (UNAUDITED) (IN THOUSANDS, EXCEPT Three Months Ended June 30 Six Months Ended June 30 PER SHARE AMOUNTS) 1998 1997 1998 1997 - --------------------------------------------------------------------------------------------------------------------------- Net sales $ 134,408 157,812 284,306 316,695 - --------------------------------------------------------------------------------------------------------------------------- Cost of sales 133,278 153,836 277,442 307,248 Selling, general and administrative expenses 7,764 7,307 16,851 14,716 - --------------------------------------------------------------------------------------------------------------------------- Total costs and expenses 141,042 161,143 294,293 321,964 Other operating income, net 2,611 1,899 4,785 5,447 - --------------------------------------------------------------------------------------------------------------------------- Operating (loss) profit (4,023) (1,432) (5,202) 178 Interest income 313 335 614 617 Interest expense (2,449) (2,734) (5,043) (5,359) Other income (expense), net 1 (452) 1 (902) - --------------------------------------------------------------------------------------------------------------------------- Loss before income taxes (6,158) (4,283) (9,630) (5,466) Credit for income taxes (5,361) (3,120) (7,590) (5,250) - --------------------------------------------------------------------------------------------------------------------------- Net loss (797) (1,163) (2,040) (216) Preferred stock dividends, net (887) (902) (1,751) (1,803) - --------------------------------------------------------------------------------------------------------------------------- Net loss attributed to common shares $ (1,684) (2,065) (3,791) (2,019) - --------------------------------------------------------------------------------------------------------------------------- Net loss per common share: Basic $ (.20) (.26) (.46) (.25) Diluted (.20) (.26) (.46) (.25) - --------------------------------------------------------------------------------------------------------------------------- Weighted average common shares outstanding: Basic 8,309 8,068 8,267 8,035 Diluted 8,309 8,068 8,267 8,035 - --------------------------------------------------------------------------------------------------------------------------- SEGMENT INFORMATION Net sales: Coal Operations $ 130,176 154,073 276,096 308,666 Mineral Ventures 4,232 3,739 8,210 8,029 - --------------------------------------------------------------------------------------------------------------------------- Net sales $ 134,408 157,812 284,306 316,695 - --------------------------------------------------------------------------------------------------------------------------- Operating (loss) profit: Coal Operations $ (1,714) 1,232 788 4,855 Mineral Ventures (278) (1,310) (325) (1,765) - --------------------------------------------------------------------------------------------------------------------------- Segment operating (loss) profit (1,992) (78) 463 3,090 General corporate expense (2,031) (1,354) (5,665) (2,912) - --------------------------------------------------------------------------------------------------------------------------- Operating (loss) profit $ (4,023) (1,432) (5,202) 178 - --------------------------------------------------------------------------------------------------------------------------- See accompanying notes.

PITTSTON MINERALS GROUP CONDENSED BALANCE SHEETS June 30 December 31 (IN THOUSANDS) 1998 1997 - --------------------------------------------------------------------------------------------------------------------------- (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 3,591 3,394 Accounts receivable, net of estimated amounts uncollectible 74,761 63,599 Inventories and other current assets 68,374 65,527 - --------------------------------------------------------------------------------------------------------------------------- Total current assets 146,726 132,520 Property, plant and equipment, at cost, net of accumulated depreciation, depletion and amortization 156,146 172,338 Coal supply contracts, net of accumulated amortization 27,749 41,703 Intangibles, net of accumulated amortization 106,590 108,094 Other assets 204,058 199,527 - --------------------------------------------------------------------------------------------------------------------------- Total assets $ 641,269 654,182 - --------------------------------------------------------------------------------------------------------------------------- LIABILITIES AND SHAREHOLDER'S EQUITY Current liabilities $ 145,732 161,264 Long-term debt, less current maturities 135,130 116,114 Postretirement benefits other than pensions 227,418 223,836 Workers' compensation and other claims 85,724 92,857 Other liabilities 70,952 78,683 - --------------------------------------------------------------------------------------------------------------------------- Total liabilities 664,956 672,754 Shareholder's equity (23,687) (18,572) - --------------------------------------------------------------------------------------------------------------------------- Total liabilities and shareholder's equity $ 641,269 654,182 - --------------------------------------------------------------------------------------------------------------------------- See accompanying notes.

PITTSTON MINERALS GROUP STATEMENTS OF CASH FLOWS (UNAUDITED) Six Months Ended June 30 (IN THOUSANDS) 1998 1997 - --------------------------------------------------------------------------------------------------------------------------- Cash flows from operating activities: Net loss $ (2,040) (216) Adjustments to reconcile net loss to net cash (used) provided by operating activities: Depreciation, depletion and amortization 18,114 18,484 Provision for deferred income taxes 438 4,075 Loss (gain) on sale of property, plant and equipment 1,388 (1,093) Other, net (38) (690) Changes in operating assets and liabilities, net of effects of acquisitions and dispositions: (Increase) decrease in receivables (10,946) 3,475 Decrease (increase) in inventories and other current assets 4,052 (15,466) Decrease in current liabilities (8,864) (1,638) Other, net (6,252) (3,398) - --------------------------------------------------------------------------------------------------------------------------- Net cash (used) provided by operating activities (4,148) 3,533 - --------------------------------------------------------------------------------------------------------------------------- Cash flows from investing activities: Additions to property, plant and equipment (12,751) (17,029) Proceeds from disposal of property, plant and equipment 13,056 2,174 Dispositions of other assets 6,772 -- Other, net (905) (1,287) - --------------------------------------------------------------------------------------------------------------------------- Net cash provided (used) by investing activities 6,172 (16,142) - --------------------------------------------------------------------------------------------------------------------------- Cash flows from financing activities: Net additions to debt 18,271 40,451 Payments to BAX Group/Brink's Group, net (16,700) (22,813) Share and other activity, net (3,398) (4,301) - --------------------------------------------------------------------------------------------------------------------------- Net cash (used) provided by financing activities (1,827) 13,337 - --------------------------------------------------------------------------------------------------------------------------- Net increase in cash and cash equivalents 197 728 Cash and cash equivalents at beginning of period 3,394 3,387 - --------------------------------------------------------------------------------------------------------------------------- Cash and cash equivalents at end of period $ 3,591 4,115 - --------------------------------------------------------------------------------------------------------------------------- See accompanying notes.

THE PITTSTON COMPANY AND SUBSIDIARIES PITTSTON MINERALS GROUP NOTES TO FINANCIAL INFORMATION (1) The Pittston Company (the "Company") has three classes 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"), which were designed to provide shareholders with separate securities reflecting the performance of the Pittston Brink's Group (the "Brink's Group"), Pittston BAX Group (the "BAX Group") and Pittston Minerals Group (the "Minerals Group"), respectively, without diminishing the benefits of remaining a single corporation or precluding future transactions affecting any of the Groups. The financial information for the Minerals Group includes the results of the Pittston Coal Company and Pittston Mineral Ventures operations of the Company. It is prepared using the amounts included in the Company's consolidated financial statements. Accordingly, the Company's consolidated financial statements must be read in connection with the Minerals Group's financial data. (2) Under the share repurchase program authorized by the Board of Directors of the Company, the Company purchased the following shares in the periods presented: Three Months Ended Three Months Ended Six Months Ended Six Months Ended June 30 June 30 June 30 June 30 (Dollars in millions) 1998 1997 1998 1997 - ---------------------------------------------------------------------------------------------------------- Convertible Preferred Stock: Shares -- -- 355 -- Cost $ -- -- 0.1 -- Excess carrying amount (a) $ -- -- 0.02 -- (a) The excess of the carrying amount of the Convertible Preferred Stock over the cash paid to holders for repurchases made during the periods. This amount is deducted from preferred dividends in the Company's Statement of Operations. (3) During the second quarter of 1998, Coal Operations disposed of certain assets of its Elkay mining operation in West Virginia. The assets were sold for cash of approximately $18 million, resulting in a pretax loss of $2.2 million. In addition, in July, Coal Operations completed the sale of two idle properties in West Virginia and a loading dock in Kentucky for an expected pre-tax gain of approximately $5 million. (4) The Minerals Group adopted Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income," in the first quarter of 1998. SFAS No. 130 established standards for the reporting and display of comprehensive income and its components in financial statements. Comprehensive income generally represents all changes in shareholders' equity except those resulting from investments by or distributions to shareholders. Total comprehensive loss, which is composed of net loss attributable to common shares and foreign currency translation adjustments, for the three months ended June 30, 1998 and 1997 was $2.8 million. Total comprehensive loss for the six months ended June 30, 1998 and 1997 was $4.6 million and $3.0 million, respectively.

(5) Certain prior period amounts have been reclassified to conform to the current period's financial statement presentation. (6) Financial information for the Brink's Group, which includes the results of the Company's Brink's, Incorporated and Brink's Home Security, Inc. businesses, and the BAX Group, which includes the results of the Company's BAX Global Inc. business, is available upon request.

(5) On April 30, 1998, the Company acquired the privately held Air Transport International LLC for a purchase price of approximately $29 million. The acquisition was funded through the revolving credit portion of the Company's credit agreement with a syndicate of banks and was accounted for as a purchase. Based on a preliminary evaluation which is subject to additional review, the estimated fair value of the assets acquired and liabilities assumed approximated $33 million and $4 million, respectively. (6) During the second quarter of 1998, the Company's Coal Operations disposed of certain assets of its Elkay mining operation in West Virginia. The assets were sold for cash of approximately $18 million, resulting in a pretax loss of $2.2 million. In addition, in July, the Company's Coal Operations completed the sale of two idle properties in West Virginia and a loading dock in Kentucky for an expected pre-tax gain of approximately $5 million. (7) Effective January 1, 1998, the Company implemented Statement of Position ("SOP") No. 98-1 "Accounting for the Costs of Computer Software Developed for Internal Use". SOP No. 98-1 requires that certain costs related to the development or purchase of internal use software be capitalized and amortized over the estimated useful life of the software. (8) Certain prior period amounts have been reclassified to conform to the current period's financial statement presentation.