Registration No. 33-53565
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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THE PITTSTON COMPANY
(Exact name of registrant as specified in its charter)
Virginia 54-1317776
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
100 First Stamford Place, 06912
Stamford, CT (Zip code)
(Address of
principal executive offices)
The Pittston Company 1994 Employee Stock Purchase Plan
The Pittston Company Key Employees' Deferred Compensation Program
The Pittston Company 1988 Stock Option Plan
(Full Title of Plans)
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Peter Laterza, Esq.
Assistant General Counsel
The Pittston Company
100 First Stamford Place
Stamford, Connecticut 06912
(Name and address of agent for service)
(203) 978-5200
(Telephone number, including area code, of
agent for service)
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Copy to:
David G. Ormsby, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
(212) 474-1000
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Explanatory Note
----------------
This Post-Effective Amendment No. 1 is being filed with
respect to an aggregate of 2,480,058 shares of Pittston Brink's Group
Common Stock, par value $1.00 per share ("Brink's Stock"), and
1,240,029 shares of Pittston Burlington Group Common Stock, par value
$1.00 per share ("Burlington Stock"), issuable under the Company's
1994 Employee Stock Purchase Plan, Key Employees' Deferred
Compensation Program and 1988 Stock Option Plan.
The Registration Statement as originally filed related to
the offering of (i) 750,000 shares of Pittston Services Group Common
Stock ("Services Stock") and 250,000 shares of Pittston Minerals Group
Common Stock ("Minerals Stock") issuable under the Company's 1994
Stock Purchase Plan, (ii) 250,000 shares of Services Stock and 100,000
shares of Minerals Stock issuable under the Company's Key Employees'
Deferred Compensation Program and (iii) 1,480,058 shares of Services
Stock and 224,200 shares of Minerals Stock issuable upon exercise of
options granted and to be granted under the Company's 1988 Stock
Option Plan. On January 19, 1996 (the "Effective Date"), following
approval by the Company's shareholders, the Company's Restated
Articles of Incorporation were amended to redesignate Services Stock
as Brink's Stock and to authorize a third class of common stock,
designated as Burlington Stock. Pursuant to a resolution of the
Company's Board of Directors also approved by the Company's
shareholders, one-half of one share of Burlington Stock was
distributed with respect to each outstanding share of Services Stock
(redesignated as Brink's Stock) to holders of record at the close of
business on the Effective Date. Accordingly, the purpose of this
consolidated Post-Effective Amendment No. 1 is to reflect the
reclassification of the 2,480,058 shares of Services Stock previously
registered under the Registration Statement referred to above and to
register the 1,240,029 shares of Burlington Stock distributed with
respect to such reclassified shares that are covered by the
Registration Statement.
As part of the reclassification of the Company's Services
Stock described in the preceding paragraph, the Company's shareholders
approved the adoption of certain amendments to, and certain actions
adjusting,the Company's 1988 Stock Option Plan and stock options
outstanding thereunder, and amending the Company's Key Employees'
Deferred Compensation Program and the 1994 Employee Stock Purchase
Plan. The information under the caption "Amendments to Stock Option
and Employee Benefit Plans and Adjustments to Outstanding Options" on
pages 40 through 42 of the Proxy Statement and Prospectus filed as
part of the Company's Registration Statement on Form S-4 (No.
33-63323) is hereby incorporated herein by reference and made a part
hereof.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
by The Pittston Company (the "Company") are hereby incorporated herein
by reference and made a part hereof:
(a) the Company's Annual Report on Form 10-K for the year ended
December 31, 1995; and
(b) the description of the securities offered hereby from Item 1
of the Company's Registration Statement on Form 8-A dated December 4,
1995 (Commission File No. 1-9148).
In addition, any and all documents filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date hereof, and prior to the filing of a post-effective amendment to
this registration statement which indicates that all securities
offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference
herein and to be part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent
that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.
Item 4. Description of Securities.
The securities to be offered pursuant to this registration
statement have been registered under Section 12 of the Exchange Act.
See Item 3. - Incorporation of Documents by Reference.
Item 5. Interests of Named Experts and Counsel.
The validity of the securities offered hereby has been passed
upon by Peter Laterza, who is Assistant General Counsel of the
Company.
Item 6. Indemnification of Directors and Officers.
Information relating to indemnification of directors and officers
is incorporated by reference herein from Item 20 of the Company's
Registration Statement on Form S-4 (No. 33-63323).
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
------- -----------
4.1 Restated Articles of
Incorporation
4.2 Amended and Restated
Rights Agreement dated
as of January 19, 1996,
between the Registrant
and Chemical Mellon
Shareholder Services,
L.L.C., as Rights
Agent.
4.3 Form of Right
Certificate for Brink's
Rights.
4.4 Form of Right
Certificate for
Burlington Rights
4.5 Form of Right
Certificate for
Minerals Rights.
5.1 Opinion of Peter
Laterza, Esq.
Exhibit
Number Description
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23.1 Consent of Peter
Laterza, Esq. (included
in Exhibit 5)
23.2 Consent of KPMG Peat
Marwick LLP
24.1 Powers of Attorney
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment
to this registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered
therein, and the offering of such securities at
that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination
of the offering.
The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed
in the Securities Act, and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act, The Pittston Company certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Post-Effective Amendment No. 1 to
the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Stamford, State
of Connecticut, on this 2nd day of April, 1996.
THE PITTSTON COMPANY
By
/s/ AUSTIN F. REED
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Name: Austin F. Reed
Title: Vice President,
General Counsel and Secretary
Pursuant to the requirements of the Securities Act, this
Post-Effective Amendment No. 1 to the Registration Statement has been
signed below by the following persons in the capacities indicated on
this 2nd day of April, 1996.
Signatures Title
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*
------------------- Director and Chairman of the
J. C. Farrell Board, President and Chief
Executive Officer (principal
executive officer)
* Senior Vice President
------------------- (principal accounting
G. R. Rogliano officer)
* Director
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R. G. Ackerman
* Director
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M. J. Anton
* Director
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J. R. Barker
* Director
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J. L. Broadhead
* Director
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W. F. Craig
* Director
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R. M. Gross
Signatures Title
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* Director
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C. F. Haywood
* Director and Vice Chairman
--------------------- of the Board
D. L. Marshall
* Director
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R. H. Spilman
* Director
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A. H. Zimmerman
*By /s/ AUSTIN F. REED
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Austin F. Reed
Attorney-in-fact pursuant to
a power of attorney filed
herewith as part of this
registration statement
The Registrant does not have a designated principal financial officer.
The Plans. Pursuant to the requirements of the Securities
Act, the trustees (or other persons who administer the employee
benefit plans) have duly caused this Post-Effective Amendment No. 1 to
the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Stamford, State
of Connecticut, on this 2nd day of April, 1996.
1994 EMPLOYEE STOCK PURCHASE
PLAN
By /s/ JAMES B. HARTOUGH
-------------------------------
Name: James B. Hartough
Title: Member of Administrative
Committee
KEY EMPLOYEES' DEFERRED
COMPENSATION PLAN
By /s/ JAMES B. HARTOUGH
-------------------------------
Name: James B. Hartough
Title: Member of Administrative
Committee
1988 STOCK OPTION PLAN
By /s/ JAMES B. HARTOUGH
-------------------------------
Name: James B. Hartough
Title: Member of Administrative
Committee
EXHIBIT INDEX
Exhibit
Number Description
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4.1 Restated Articles of Incorporated by
Incorporation reference to
Exhibit 3(a) to the
Company's Current
Report on Form 8-K
dated January 28, 1994;
Annex II of Amendment
No. 2 to the Company's
Registration Statement
dated December 4, 1995;
and Exhibit 3 to the
Company's Registration
Statement on Form 8-A
dated February 26, 1996
(the "Form 8-A").
4.2 Amended and Restated Incorporated by
Rights Agreement dated reference to Exhibit 2
as of January 19, 1996, to the Form 8-A.
between the Registrant
and Chemical Mellon
Shareholder Services,
L.L.C., as Rights
Agent.
4.3 Form of Right Incorporated by
Certificate for Brink's reference to
Rights. Exhibit B-1 to
Exhibit 2 to the
Form 8-A.
4.4 Form of Right Incorporated by
Certificate for reference to
Burlington Rights Exhibit B-3 to
Exhibit 2 to the
Form 8-A.
4.5 Form of Right Incorporated by
Certificate for reference to
Minerals Rights. Exhibit B-2 to
Exhibit 2 to the
Form 8-A.
5.1 Opinion of Peter
Laterza, Esq.
Exhibit
Number Description
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23.1 Consent of Peter
Laterza, Esq. (included
in Exhibit 5)
23.2 Consent of KPMG Peat
Marwick LLP
24.1 Powers of Attorney Incorporated by
reference to
Exhibit 24.1 to the
Company's Registration
Statement on Form S-8
relating to the Company's
Savings-Investment Plan
filed the date hereof.
EXHIBIT 5.1
April 2, 1996
The Pittston Company
100 First Stamford Place
Stamford, CT 06912
Dear Sirs:
In my capacity as Assistant General Counsel of The Pittston
Company (the "Company"), I am familiar with the Company's 1988 Stock
Option Plan, the Company's 1994 Employee Stock Purchase Plan and the
Company's Key Employees' Deferred Compensation Program, each as
amended and restated, (collectively, the "Plans"), and have examined
originals or copies of such documents and corporate records as I have
deemed necessary or advisable for purposes of this opinion.
I have also participated in the preparation of the Company's
Post-Effective Amendment No. 1 to the Registration Statement on Form
S-8 (the "Registration Statement") relating to shares of Pittston
Brink's Group Common Stock, par value $1.00 per share ("Brink's
Stock"), Pittston Burlington Group Common Stock, par value $1.00 per
share ("Burlington Stock"), and Pittston Minerals Group Common Stock,
par value $1.00 per share ("Minerals Stock").
Based on the foregoing, I am of the opinion that such shares
of Brink's Stock, Burlington Stock and Minerals Stock will, when sold
in accordance with the Plans (assuming that, at the time of such
issuance, the Company has a sufficient number of authorized and
unissued shares available therefor), be legally issued and fully paid
and nonassessable.
I hereby consent to the use of this opinion in connection
with the Registration Statement referred to above and the reference to
me in Item 5 of the Registration Statement under the caption
"Interests of Named Experts and Counsel".
Very truly yours,
/s/ PETER LATERZA
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors and Shareholders
The Pittston Company Company:
We consent to the use of our reports dated January 25, 1996 on the
consolidated financial statements and schedules for The Pittston
Company and subsidiaries, Pittston Brink's Group and Pittston
Burlington Group and on the Financial statements for Pittston Minerals
Group incorporated herein by reference.
Our reports dated January 25, 1996 for Pittston Minerals Group,
Pittston Brink's Group and Pittston Burlington Group contain an
explanatory paragraph that states that the financial statements of
Pittston Minerals Group, Pittston Brink's Group and Pittston
Burlington Group should be read in connection with the audited
consolidated financial statements of The Pittston Company and
subsidiaries.
KPMG Peat Marwick LLP
Stamford, Connecticut
March 29, 1996