SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES ACT OF 1934
AMENDMENT NO. 1
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THE PITTSTON COMPANY
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(Exact name of registrant as specified in its charter)
VIRGINIA 54-1317776
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
P.O. Box 4229,
1000 Virginia Center Parkway,
Richmond, Virginia 23058-4229
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(Address of principal executive offices)
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Pittston Brink's Group Rights to New York Stock Exchange
Purchase Series A Participating
Cumulative Preferred Stock
Pittston Minerals Group Rights to New York Stock Exchange
Purchase Series B Participating
Cumulative Preferred Stock
Pittston Burlington Group Rights to New York Stock Exchange
Purchase Series D Participating
Cumulative Preferred Stock
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
For a description of the Pittston Brink's Group Rights, the Pittston
Minerals Group Rights and Pittston Burlington Group Rights (the "Rights")
to be registered hereunder, reference is made to the Company's Registration
Statement on Form 8-A filed on February 26, 1996, and is incorporated by
reference.
On April 30, 1997, The Pittston Company (the "Company") executed Amendment
No. 1 dated as of April 30, 1997 to the Amended and Restated Rights
Agreement (the "Rights Agreement"), dated as of January 19, 1996, between
the Company and ChaseMellon Shareholder Services, L.L.C., as successor in
interest to Chemical Mellon Shareholder Services, L.L.C., as rights agent.
This amendment amended the Rights Agreement in order to modify the
requirements by which a successor rights agent may be named. On May 30,
1997, the Company appointed BankBoston, N.A. as successor rights agent
under the Rights Agreement.
On July 31, 1997, the Company executed Amendment No. 2 dated as of July 31,
1997 (the "Rights Amendment") to the Rights Agreement. The Rights Amendment
amended the Rights Agreement to (i) extend the expiration of the Rights
Agreement for another ten years to September 25, 2007, (ii) lower the
threshold under which the Rights become exercisable to an acquisition by an
unapproved third party of more than 15% of the total voting rights of the
Company's outstanding common stock and (iii) provide for a cashless
exercise of the Rights.
The first such change effected by the July 31, 1997 Rights Amendment
extended the expiration of the Rights Agreement for another ten-year term.
The second principal change to the Rights Agreement reduced the threshold
of an "Acquiring Person" from a 20% (or, in some cases, 30%) requirement to
15% of the total voting rights of the Company's outstanding common stock.
The Rights Amendment also simplified the definition of "Triggering Event"
in the Rights Agreement so that the existence of an Acquiring Person is all
that is necessary to make the Rights exercisable. Thus, the Rights will be
distributed and become exercisable if, among other things, an unapproved
party becomes the beneficial owner of more than 15% of the total voting
rights of all the outstanding common stock. Further, the Rights Amendment
changed the definition of an "Acquiring Person" so that it excludes any
third party which inadvertently acquires more than 15% of the total voting
rights provided that such person reduces its percentage of beneficial
ownership to 15% of the total voting rights or less by the close of
business on the fifth business day after notice from the Company that such
person's ownership exceeds 15%. Finally, the third substantial change to
the Rights Agreement added the provision for a cashless exchange of the
Rights. This provision provides that, after such time as there is an
Acquiring Person, the Board may elect to exchange each Right (other than
Rights owned by an Acquiring Person) for a variety of forms of
consideration, including that number of shares of common stock obtained by
dividing the Purchase Price for the Rights by the market price of the
common stock at the time of the exchange. This effectively would give
holders of the Rights the benefit they would receive under the "flip-in"
mechanism of the Rights Agreement without requiring them actually to
exercise the Rights and pay the Purchase Price therefor.
ITEM 2. EXHIBITS
1. Amended and Restated Rights Agreement dated as of January 19, 1996
(the "Rights Agreement"), between The Pittston Company and Chemical Mellon
Shareholder Services, L.L.C., as Rights Agent. (Filed as Exhibit 2 to the
Company's Registration Statement on Form 8-A filed on February 26, 1996 and
incorporated by reference herein).
2. Amendment No. 1 to Rights Agreement, dated as of April 30, 1997,
between the Company and ChaseMellon Shareholder Services, L.L.C., as
successor in interest to Chemical Mellon Shareholder Services, L.L.C., as
rights agent.
3. Amendment No. 2 to Rights Agreement, dated as of July 31, 1997,
between the Company and Bank Boston, N.A., as rights agent.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this amendment to the registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
DATED: August 11, 1997 THE PITTSTON COMPANY
By /s/ Austin F. Reed
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Name: Austin F. Reed
Title: Vice President, General
Counsel and Secretary
EXHIBIT 2
AMENDMENT dated as of April 30, 1997, to
the Amended and Restated Rights Agreement
dated as of January 19, 1996 (the "Rights
Agreement"), between THE PITTSTON COMPANY
(the "Company") and CHASEMELLON SHAREHOLDER
SERVICES, L.L.C., as successor in interest to
Chemical Mellon Shareholder Services, L.L.C.,
as rights agent (the "Rights Agent").
Pursuant to the terms of the Rights Agreement and in
accordance with Section 27 thereof, the following actions are hereby
taken:
Section 1. Amendments to Rights Agreement. The Rights
Agreement is hereby amended as follows:
(a) Section 2 is amended by:
(i) deleting the period at the end of the second sentence of
such section and inserting in its place ", upon prior written
notice to the Rights Agent. Failure to give the notice provided
for in this Section 2, however, or any defect therein shall not
affect the legality or validity of the appointment of any one or
more co-Rights Agents."
(ii) deleting the period at the end of such section and
inserting in its place ", however, the Rights Agent shall have no
duty to supervise, and shall in no event be liable for, the acts
or omissions, of any such co-Rights Agent."
(b) Section 5(b) is amended by deleting the word "principal"
in the first sentence of such section.
(c) Section 7(b) is amended by deleting the word "principal"
in the first sentence of such section.
(d) Section 22 is amended by:
(i) deleting the phrase "the State of New York (or of any
other state of the United States so long as such corporation is
authorized to conduct a stock transfer or corporate trust
business in the State of New York)" in the fifth sentence of such
section and inserting the phrase "any state of the United States"
in its place;
(ii) deleting the phrase "a principal" in the fifth sentence
of such section and inserting the word "an" in its place; and
(iii) deleting the phrase "such laws" in the fifth sentence
of such section and inserting the phrase "the laws of the State
of New York and the rules of the New York Stock Exchange" in its
place.
Section 2. Full Force and Effect. Except as expressly
amended hereby, the Rights Agreement shall continue in full force and
effect in accordance with the provisions thereof on the date hereof.
Section 3. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE COMMONWEALTH OF
VIRGINIA APPLICABLE TO CONTRACTS TO BE MADE AND PERFORMED ENTIRELY
WITHIN SUCH COMMONWEALTH, EXCEPT FOR THE PROVISIONS CONTAINED IN
SECTION 1(D) OF THIS AMENDMENT, WHICH SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the Company and the Rights Agent have
caused this Amendment to be duly executed as of the day and year first
above written.
THE PITTSTON COMPANY
By: /s/ Austin F. Reed
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Name: Austin F. Reed
Title: Vice President, General Counsel and
Secretary
CHASEMELLON SHAREHOLDER
SERVICES, L.L.C., as successor
in interest to Chemical Mellon
Shareholder Services, L.L.C.
By: /s/ Joyce A. Davis
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Name: Joyce A. Davis
Title: Assistant Vice President
EXHIBIT 3
AMENDMENT dated as of July 31, 1997, to
the Amended and Restated Rights Agreement
dated as of January 19, 1996, as amended (the
"Rights Agreement"), between THE PITTSTON
COMPANY (the "Company") and BANKBOSTON, N.A.,
as rights agent (the "Rights Agent").
Pursuant to the terms of the Rights Agreement and in
accordance with Section 27 thereof, the following actions are hereby
taken:
Section 1. Amendment to Rights Agreement. The Rights
Agreement is hereby amended as follows:
(a) Section 1(a) is hereby revised to read, in its entirety,
as follows:
"(a) "Acquiring Person" shall mean any Person who or
which, alone or together with all Affiliates and
Associates of such Person, shall be the Beneficial
Owner of more than 15% of the total Voting Rights of
all the Common Shares then outstanding (provided
however that such person shall be deemed to be an
Acquiring Person only on the Close of Business on the
tenth calendar day (or sooner if so determined by the
Board) following such time as the Board learns that
such Person's Beneficial Ownership exceeds 15% of the
total Voting Rights of all the Common Shares then
outstanding) but shall not include (a) the Company, any
Subsidiary of the Company, any employee benefit plan of
the Company or of any of its Subsidiaries, or any
Person holding Common Shares for or pursuant to the
terms of any such employee benefit plan or (b) any such
Person who has become and is such a Beneficial Owner
solely because (i) of a change in the aggregate number
of Common Shares outstanding since the last date on
which such Person acquired Beneficial Ownership of any
Common Shares or (ii) it acquired such Beneficial
Ownership in the good faith belief that such
acquisition would not cause such Beneficial Ownership
to exceed 15% of the total Voting Rights of all the
Common Shares then outstanding. Notwithstanding clause
(b)(ii) of the prior sentence, if any Person that is
excluded from the definition of an Acquiring Person due
to such clause (b)(ii) does not reduce its percentage
of Beneficial Ownership of Common Shares to 15% or less
of the total Voting Rights of all the Common Shares
then outstanding by the Close of Business on the fifth
Business Day after notice from the Company (the date of
notice being the first day) that such Person's
Beneficial Ownership of Common Shares so exceeds 15% of
such total Voting Rights, such Person shall, at the end
of such five Business Day period, become an Acquiring
Person (and such clause (b)(ii) shall no longer apply
to such Person). For purposes of this definition, the
determination whether any Person acted in "good
faith" shall be conclusively determined by the Board of
Directors of the Company."
(b) Clause (i) of Section 3(a) is hereby revised to read, in
its entirety, as follows:
"such time that a Person has become an Acquiring Person
or"
(c) Clause (ii) of Section 3(a) is amended by deleting the
phrase "the Close of Business on the tenth calendar day after the date
of the commencement of a tender or exchange offer by any Person (other
than the Company, any Subsidiary of the Company, any employee benefit
plan of the Company or of any of its Subsidiaries, or any Person
holding Common Shares for or pursuant to the terms of any such
employee benefit plan) for Common Shares representing 30% or more of
the total Voting Rights of all the outstanding Common Shares " and
inserting in its place the following:
"on such date, if any, as may be designated by the
Board of Directors of the Company following the
commencement of, or first public disclosure of an
intent to commence, a tender or exchange offer by any
Person (other than the Company, any Subsidiary of the
Company, any employee benefit plan of the Company or of
any of its Subsidiaries, or any Person holding Common
Shares for or pursuant to the terms of any such
employee benefit plan) for outstanding Common Shares,
if upon consummation of such tender or exchange offer
such Person could be the Beneficial Owner of more than
15% of the total Voting Rights of all the outstanding
Common Shares".
(d) Section 7(a) is amended by deleting the date "September
25, 1997" and inserting the date "September 25, 2007" in its place.
(e) Section 9 is hereby amended by adding subsection (e),
which reads in its entirety as follows:
"(e) In the event that there shall not be sufficient
authorized but unissued Preferred Shares to permit the
exercise or exchange of Rights in accordance with
Section 11, the Company covenants and agrees that it
will take all such action as may be necessary to
authorize additional Preferred Shares for issuance upon
the exercise or exchange of Rights pursuant to Section
11; provided, however, that if the Company is unable to
cause the authorization of additional Preferred Shares,
then the Company shall, or in lieu of seeking any such
authorization, the Company may, to the extent necessary
and permitted by applicable law and any agreements or
instruments in effect prior to the Distribution Date to
which it is a
party, (i) upon surrender of a Right, pay cash equal to
the Purchase Price in lieu of issuing Preferred Shares
and requiring payment therefor, (ii) upon due exercise
of a Right and payment of the Purchase Price for each
Preferred Share as to which such Right is exercised,
issue equity securities having a value equal to the
value of the Preferred Shares which otherwise would
have been issuable pursuant to Section 11, which value
shall be determined by a nationally recognized
investment banking firm selected by the Board of
Directors of the Company or (iii) upon due exercise of
a Right and payment of the Purchase Price for each
Preferred Share as to which such Right is exercised,
distribute a combination of Preferred Shares, cash
and/or other equity and/or debt securities having an
aggregate value equal to the value of the Preferred
Shares which otherwise would have been issuable
pursuant to Section 11, which value shall be determined
by a nationally recognized investment banking firm
selected by the Board of Directors of the Company. To
the extent that any legal or contractual restrictions
(pursuant to agreements or instruments in effect prior
to the Distribution Date to which it is party) prevent
the Company from paying the full amount payable in
accordance with the foregoing sentence, the Company
shall pay to holders of the Rights as to which such
payments are being made all amounts which are not then
restricted on a pro rata basis as such payments become
permissible under such legal or contractual
restrictions until such payments have been paid in
full."
(f) Clause (ii) of Section 11(e) is hereby revised to read,
in its entirety, as follows:
"(ii) Upon a Person becoming an Acquiring Person (such
event being herein referred to as a "Triggering
Event"), proper provision shall be made so that each
holder of a Right, except as provided in Section 7(e),
shall thereafter have a right to receive, upon exercise
thereof for the Purchase Price in accordance with the
terms of this Rights Agreement, such number of
thousandths (1/1,000s) of a Preferred Share as shall
equal the result obtained by multiplying the Purchase
Price by a fraction, the numerator of which is the
number of thousandths (1/1,000s) of a Preferred Share
for which a Right is then exercisable and the
denominator of which is 50% of the Market Value of the
Common Shares on the date on which a Person becomes an
Acquiring Person. As soon as practicable after a Person
becomes an Acquiring Person (provided the Company shall
not have elected to make the exchange permitted by
Section 11(e)(iii)(A) for all outstanding Rights), the
Company covenants and agrees to use its best efforts
to:
(1) prepare and file a registration statement
under the Securities Act, on an appropriate form, with
respect to the Preferred Shares purchasable upon
exercise of the Rights;
(2) cause such registration statement to become
effective as soon as practicable after such filing;
(3) cause such registration statement to remain
effective (with a prospectus at all times meeting the
requirements of the Securities Act) until the
Expiration Date; and
(4) qualify or register the Preferred Shares
purchasable upon exercise of the Rights under the blue
sky or securities laws of such jurisdictions as may be
necessary or appropriate.
The Company may temporarily suspend, for a period
of time not to exceed 90 calendar days after the date
set forth in the immediately preceding sentence, the
exercisability of the Rights in order to prepare and
file such registration statement and permit it to
become effective. Upon any such suspension, the Company
shall issue a public announcement stating that the
exercisability of the Rights has been temporarily
suspended, as well as a public announcement at such
time as the suspension is no longer in effect."
(g) Clause (iii) of Section 11(e) is hereby changed to
Clause (iv); and Clause (iii) is hereby added to read, in its
entirety, as follows:
"(iii)(A) The Board of Directors of the Company may, at
its option, at any time after a Person becomes an
Acquiring Person, mandatorily exchange all or part of
the then outstanding and exercisable Rights (which
shall not include Rights that shall have become null
and void and nontransferable pursuant to the provisions
of Section 7(e)) for consideration per Right consisting
of either (x) one-half of the securities that would be
issuable at such time upon the exercise of one Right in
accordance with Section 11(a) or, if applicable,
Section 9(e)(ii) or (iii) or, (y) if applicable, the
cash consideration specified in Section 9(e)(i) (the
consideration issuable per Right pursuant to this
Section 11(e)(iii)(A) being the "Exchange
Consideration"). The Board of Directors of the Company
may, at its option, issue, in substitution for
Preferred Shares, Common Shares in an amount per
Preferred Share equal to the Brink's Formula Number,
the
Minerals Formula Number and the Burlington Formula
Number, as the case may be (each as defined in the
Articles of Amendment) if there are sufficient
authorized but unissued Common Shares. If the Board of
Directors of the Company elects to exchange all or part
of the Rights for the Exchange Consideration pursuant
to this Section 11(e)(iii)(A) prior to the physical
distribution of the Rights Certificates, the
Corporation may distribute the Exchange Consideration
in lieu of distributing Right Certificates, in which
case for purposes of this Rights Agreement holders of
Rights shall be deemed to have simultaneously received
and surrendered for exchange Right Certificates on the
date of such distribution.
(B) Any action of the Board of Directors of the Company
ordering the exchange of any Rights pursuant to Section
11(e)(iii)(A) shall be irrevocable and, immediately
upon the taking of such action and without any further
action and without any notice, the right to exercise
any such Right pursuant to Section 11(e)(ii) shall
terminate and the only right thereafter of a holder of
such Right shall be to receive the Exchange
Consideration in exchange for each such Right held by
such holder or, if the Exchange Consideration shall not
have been paid or issued, to exercise any such Right
pursuant to Section 13. The Company shall promptly give
public notice of any such exchange; provided, however,
that the failure to give, or any defect in, such notice
shall not affect the validity of such exchange. The
Company promptly shall mail a notice of any such
exchange to all holders of such Rights at their last
addresses as they appear upon the registry books of the
Rights Agent or, prior to the Distribution Date, on the
registry books of the transfer agent for the Common
Shares. Any notice which is mailed in the manner herein
provided shall be deemed given, whether or not the
holder receives the notice. Each such notice of
exchange will state the method by which the exchange of
the Rights for the Exchange Consideration will be
effected and, in the event of any partial exchange, the
number of Rights which will be exchanged. Any partial
exchange shall be effected pro rata based on the number
of Rights (other than Rights which shall have become
null and void and nontransferable pursuant to the
provisions of Section 7(e)) held by each holder of
Rights."
(h) Clauses (i) and (ii) of Section 24(a) are hereby amended
by deleting Clauses (i) and (ii) and inserting "(i) such time as a
Person becomes an Acquiring Person or" in its place; Clause (iii) of
Section 24(a) is hereby changed to Clause (ii).
Section 2. Amendment to Right Certificates. The Rights Agent
is hereby directed, immediately prior to any Distribution Date, to
make such amendments to the forms of Right Certificates, attached to
the Rights Agreement, to conform with the Rights Agreement as amended
by this Amendment and any subsequent amendments.
Section 3. Full Force and Effect. Except as expressly
amended hereby, the Rights Agreement shall continue in full force and
effect in accordance with the provisions thereof on the date hereof.
Section 4. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE COMMONWEALTH OF
VIRGINIA APPLICABLE TO CONTRACTS TO BE MADE AND PERFORMED ENTIRELY
WITHIN SUCH COMMONWEALTH.
Section 5. Counterparts. This Amendment may be executed in
any number of counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument.
IN WITNESS WHEREOF, the Company and the Rights Agent have
caused this Amendment to be duly executed as of the day and year first
above written.
THE PITTSTON COMPANY
By: /s/ James B. Hartough
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Name: James B. Hartough
Title: Vice President-Corporate
Finance and Treasurer
BANKBOSTON, N.A., as Rights Agent.
By: /s/ Michael J. Lepolla
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Name: Michael J. Lepolla
Title: Administration Manager