[Logo]                                                                                              The Pittston Company
JOSEPH C. FARRELL                                                                                   100 First Stamford Place
Chairman and Chief Executive Officer                                                                P.O. Box 120070
                                                                                                    Stamford, CT 06912-0070

                                                               December 15, 1995
 
To Our Shareholders:
 
     You  are  cordially  invited  to attend  a  special  meeting  of Pittston's
shareholders to be held at the  Company's executive offices, 100 First  Stamford
Place,  Seventh Floor, Stamford, Connecticut, on  Thursday, January 18, 1996, at
3:00 p.m., Eastern Standard Time.
 
     At the meeting  you will be  asked to  consider and approve  a proposal  to
redesignate the Company's Services Stock as Pittston Brink's Group Common Stock,
on  a share-for-share basis, establish a new class of Common Stock designated as
Pittston Burlington Group  Common Stock  and distribute to  existing holders  of
Services  Stock one-half of  one share of Burlington  Stock for each outstanding
share of  Services  Stock (the  'Brink's  Stock Proposal').  Brink's  Stock  and
Burlington  Stock  are  intended  to reflect  the  separate  performance  of the
Company's security services and home security businesses in the case of  Brink's
Stock  and the Company's global  freight transportation and logistics management
services business in the case of the Burlington Stock.
 
     Adoption of the Brink's  Stock Proposal also would  increase the number  of
shares of authorized Common Stock from 120 million to 170 million, consisting of
100  million shares of Brink's Stock, 50  million shares of Burlington Stock and
20 million shares of Minerals Stock. Holders of Minerals Stock will not  receive
any  shares of Burlington  Stock in the transaction.  THE BRINK'S STOCK PROPOSAL
WILL NOT  ALTER MINERALS  STOCK  (OR THE  PITTSTON  MINERALS GROUP)  EXCEPT  FOR
CERTAIN  ADJUSTMENTS DESIGNED TO CONFORM THE TERMS  OF THE MINERALS STOCK TO THE
EXISTENCE OF BRINK'S STOCK AND BURLINGTON STOCK AND IS DESIGNED NOT TO HAVE  ANY
ADVERSE EFFECT ON THE HOLDERS OF MINERALS STOCK. THE BRINK'S STOCK PROPOSAL WILL
ALSO  HAVE NO EFFECT ON THE COMPANY'S PREFERRED STOCK UNLESS THE PREFERRED STOCK
IS CONVERTED AFTER  AN EXCHANGE OF  MINERALS STOCK FOR  BRINK'S STOCK, IN  WHICH
CASE  A  HOLDER OF  PREFERRED STOCK  WOULD, UPON  CONVERSION, RECEIVE  SHARES OF
BRINK'S STOCK IN LIEU OF MINERALS STOCK OTHERWISE ISSUABLE UPON SUCH CONVERSION.
 
     The Brink's Stock  Proposal is  intended to  provide Services  shareholders
with separate securities reflecting the two major business groups comprising the
Pittston  Services Group. Services shareholders would have the ability to retain
or sell either or both securities depending on their investment objectives.  The
Brink's  Stock  Proposal  preserves  the benefit  for  holders  of  Services and
Minerals Stocks and the  Preferred Stock of remaining  a single corporation  and
the Company's ability to implement future restructuring options. A short summary
of  the Brink's  Stock Proposal  commences on page  5 of  the accompanying proxy
statement.
 
     If the Brink's  Stock Proposal  is adopted  by shareholders,  the Board  of
Directors  currently intends  to pay  dividends on  Brink's Stock  at an initial
annual rate of $0.10 per share and on Burlington Stock at an initial annual rate
of $0.24 per share,  payable quarterly, which would  be equivalent to an  annual
dividend  of $0.22 per share of Services Stock. The Board expects to continue to
pay a quarterly dividend at the annual  rate of $0.65 per share on the  Minerals
Stock and regular quarterly dividends on the Company's Preferred Stock.
 
     Under  the Virginia  Stock Corporation Act  and the  Company's Charter, the
Brink's Stock Proposal  must be approved  by (i) a  majority of the  outstanding
shares  of Services Stock  and Minerals Stock  voting as a  single class, (ii) a
majority of the outstanding shares of  Services Stock voting as a single  class,
(iii)  two-thirds of the outstanding shares of Minerals Stock voting as a single
class and (iv) a majority of the outstanding shares of Preferred Stock voting as
a single class. EVERY VOTE IS IMPORTANT. AFTER CAREFUL CONSIDERATION, THE  BOARD
OF   DIRECTORS  HAS  UNANIMOUSLY  APPROVED  THE  PROPOSAL  AND  RECOMMENDS  THAT
SHAREHOLDERS VOTE FOR THE PROPOSAL.
 
     It is important that you vote, and you are urged to complete, sign and date
the enclosed  proxy  card  or  cards  and mail  it  or  them  at  your  earliest
convenience in the return envelope provided.
 
     Your prompt cooperation will be greatly appreciated.
 
                                         Sincerely,

                                         J. Farrell

                                    PITTSTON
 
                         ------------------------------
                   NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                          TO BE HELD JANUARY 18, 1996
                         ------------------------------
 
     NOTICE  IS  HEREBY GIVEN  that  a special  meeting  of shareholders  of THE
PITTSTON COMPANY  will be  held on  Thursday, January  18, 1996,  at 3:00  p.m.,
Eastern  Standard Time, at  the Company's executive  offices, 100 First Stamford
Place, Seventh Floor, Stamford, Connecticut, for the following purposes:
 
          1. To consider the  Brink's Stock Proposal  which, if approved,  would
     constitute  (a) the adoption of certain amendments to the Restated Articles
     of Incorporation of  the Company  (i) increasing  the number  of shares  of
     authorized  common stock from 120 million to 170 million, consisting of 100
     million shares of Pittston Brink's Group Common Stock, par value $1.00  per
     share  ('Brink's Stock'),  50 million  shares of  Pittston Burlington Group
     Common Stock par value $1.00 per share ('Burlington Stock') and 20  million
     shares  of Pittston Minerals Group Common  Stock, par value $1.00 per share
     ('Minerals Stock'), (ii) redesignating  each outstanding share of  Pittston
     Services  Group Common Stock, par value  $1.00 per share ('Services Stock')
     as  a  share  of  Brink's   Stock,  (iii)  establishing  the   preferences,
     limitations  and relative  rights of the  Brink's Stock  and the Burlington
     Stock, (iv) modifying certain provisions  of the Company's $31.25 Series  C
     Cumulative  Convertible Preferred Stock to conform  to the existence of the
     Brink's Stock and the Burlington Stock and (v) adjusting the current voting
     and liquidation rights of the Minerals Stock to assure their  proportionate
     continuation  immediately following implementation of the Proposal; (b) the
     approval of the distribution of Burlington Stock to the holders of Services
     Stock on the basis of  one-half of one share  of Burlington Stock for  each
     outstanding  share  of  Services Stock;  and  (c) the  adoption  of certain
     related amendments to, and the  approval of certain actions adjusting,  the
     Company's  stock option  and employee  benefit plans  and outstanding stock
     options.
 
          2. To transact  such other business  as may properly  come before  the
     meeting or any adjournment thereof.
 
     The  close of business on  December 11, 1995, has  been fixed as the record
date for determining the shareholders entitled to  notice of and to vote at  the
meeting.
 
     If  you  do not  expect to  attend  the special  meeting in  person, please
complete, date and sign the enclosed proxy  or proxies and return it or them  in
the enclosed envelope, which requires no postage if mailed in the United States.
Prompt response is helpful and your cooperation will be appreciated.
 
                                          AUSTIN F. REED
                                          Secretary
 
December 15, 1995
 
     YOUR  VOTE  IS IMPORTANT.  PLEASE MARK,  SIGN AND  DATE THE  ENCLOSED PROXY
CARD(S) AND RETURN IT OR THEM IN THE ENCLOSED ENVELOPE, WHETHER OR NOT YOU  PLAN
TO  ATTEND THE SPECIAL  MEETING. IF YOU  RECEIVE MORE THAN  ONE PROXY, PLEASE BE
SURE TO COMPLETE AND RETURN EACH OF THEM.

                               TABLE OF CONTENTS

                                                                                                          PAGE

Proxy Statement and Prospectus....................................................................   1
     Available Information........................................................................   3
     Incorporation of Certain Documents by Reference..............................................   3
     Proxy Statement Summary......................................................................   5
     Special Meeting..............................................................................   5
     The Brink's Stock Proposal...................................................................   5
     Summary Comparison of Terms of Existing Common Stock with Terms of Brink's Stock, Burlington
      Stock and Minerals Stock....................................................................   12
     Price Range of Services Stock and Minerals Stock and Dividends...............................   15
     Pittston Brink's Group -- Selected Financial Data............................................   16
     Pittston Burlington Group -- Selected Financial Data.........................................   18
     The Pittston Company and Subsidiaries -- Selected Financial Data.............................   20
     General......................................................................................   23
     The Brink's Stock Proposal...................................................................   23
          General.................................................................................   23
          Reasons for the Brink's Stock Proposal..................................................   25
          Recommendation of the Board.............................................................   26
          Risk Factors............................................................................   26
          Dividend Policy.........................................................................   31
          Description of Brink's Stock, Burlington Stock and Minerals Stock.......................   31
          Certain Management Policies.............................................................   37
          Accounting Matters and Policies.........................................................   38
          Stock Transfer Agent and Registrar......................................................   39
          Stock Exchange Listings.................................................................   39
          Dissenters' Rights......................................................................   39
          Financial Advisor.......................................................................   39
          Certain Federal Income Tax Considerations...............................................   40
          Amendments to Stock Option and Employee Benefit Plans and Adjustments to Outstanding
          Options.................................................................................   40
          Effects on Preferred Stock..............................................................   42
          Amended and Restated Rights Agreement...................................................   42
          Possible Antitakeover Effects...........................................................   44
     Other Information............................................................................   46
     Experts......................................................................................   46
     Legal Opinions...............................................................................   46
ANNEX I       -- Glossary of Certain Terms........................................................   I-1
ANNEX II      -- Articles of Amendment to the Restated Articles of Incorporation of The Pittston
                   Company........................................................................   II-1
ANNEX III-A   -- Amendments to the Non-Employee Directors' Stock Option Plan......................   III-A-1
ANNEX III-B   -- Amendments to the 1988 Stock Option Plan.........................................   III-B-1
ANNEX IV      -- Pittston Brink's Group -- Description of Business................................   IV-1
ANNEX V       -- Pittston Brink's Group -- Financial Information..................................   V-1
ANNEX VI      -- Pittston Burlington Group -- Description of Business.............................   VI-1
ANNEX VII     -- Pittston Burlington Group -- Financial Information...............................   VII-1
ANNEX VIII    -- The Pittston Company and Subsidiaries -- Description of Business.................   VIII-1
ANNEX IX      -- The Pittston Company and Subsidiaries -- Consolidated Financial Information......   IX-1

                              THE PITTSTON COMPANY
                         PROXY STATEMENT AND PROSPECTUS
                            100 FIRST STAMFORD PLACE
                                P.O. BOX 120070
                            STAMFORD, CT 06912-0070
                                 (203) 978-5200
                            ------------------------
                   SPECIAL MEETING OF SHAREHOLDERS TO BE HELD
                      AT 3:00 P.M., EASTERN STANDARD TIME,
                         ON THURSDAY, JANUARY 18, 1996
                            ------------------------
     This  Proxy  Statement and  Prospectus  (hereinafter 'Proxy  Statement') is
being furnished  to  the  shareholders  of  The  Pittston  Company,  a  Virginia
corporation  ('Pittston' or the 'Company'),  in connection with the solicitation
of proxies  by the  Board of  Directors of  Pittston ('Board')  from holders  of
outstanding  shares of Pittston Services Group Common Stock, par value $1.00 per
share ('Services Stock'), Pittston Minerals Group Common Stock, par value  $1.00
per  share ('Minerals Stock'), and from the beneficial owners of Pittston $31.25
Series C  Cumulative Convertible  Preferred Stock,  par value  $10.00 per  share
('Preferred  Stock'), for use at the Special Meeting of Shareholders of Pittston
to be held at 3:00 p.m., Eastern  Standard Time, on Thursday, January 18,  1996,
and  at any adjournment thereof (the 'Meeting'). A Glossary showing the pages on
which certain terms  used in  this Proxy Statement  are defined  is attached  as
Annex I.
 
     Holders of Services Stock, Minerals Stock and Preferred Stock will be asked
at  the Meeting  to vote  upon a  proposal to  change the  capitalization of the
Company (the  'Brink's  Stock  Proposal'). Under  the  Brink's  Stock  Proposal,
Services  Stock will be redesignated as Pittston Brink's Group Common Stock, par
value $1.00 per share ('Brink's Stock'),  on a share-for-share basis, and a  new
class  of common stock designated as Pittston Burlington Group Common Stock, par
value $1.00 per share  ('Burlington Stock'), will  be authorized and  thereafter
distributed  to  holders of  Services Stock  on the  Effective Date  (as defined
below) in  the ratio  of one  half of  one share  of Burlington  Stock for  each
outstanding  share of Services Stock. The  Brink's Stock Proposal will not alter
Minerals Stock or the Pittston Minerals  Group (as defined below) or the  rights
of  holders of Minerals Stock except  as otherwise described herein with respect
to certain adjustments designed  to conform the terms  of the Minerals Stock  to
the  existence of Brink's Stock and Burlington Stock and the continuing periodic
adjustments to the  voting rights  of the  Minerals Stock.  Holders of  Minerals
Stock  will not receive  any shares of  Burlington Stock in  connection with the
transaction. If the  Brink's Stock  Proposal is approved,  the Company's  Common
Stock  will consist of three classes,  viz., Brink's Stock, Burlington Stock and
Minerals Stock. The Brink's Stock Proposal will have no effect on the  Company's
Preferred  Stock  except  that if  any  Preferred  Stock is  converted  after an
exchange of Minerals Stock for Brink's Stock, the holder of such Preferred Stock
would, upon conversion,  receive shares of  Brink's Stock in  lieu of shares  of
Minerals Stock otherwise issuable upon such conversion.
 
     Brink's  Stock  and Burlington  Stock are  designed  to provide  holders of
Services Stock  with  separate  securities  reflecting  the  different  business
activities  of the Company's Services  Group ('Pittston Services Group') without
diminishing to  holders of  Services  Stock or  holders  of Minerals  Stock  the
benefits  of remaining  a single  corporation or  precluding future transactions
affecting the  Company  or any  Group  (as  defined below).  Brink's  Stock  and
Burlington  Stock  are  designed  to reflect  the  separate  performance  of the
Company's security  services and  home  security businesses  ('Pittston  Brink's
Group'),  in the  case of Brink's  Stock, and global  freight transportation and
logistics management services businesses  ('Pittston Burlington Group'), in  the
case  of Burlington  Stock, and to  provide shareholders with  an opportunity to
separately evaluate and invest  in each such class  of Common Stock. Holders  of
Services  Stock  would  have  the  ability to  retain  or  sell  either  or both
securities depending  on their  investment objectives.  Pittston Brink's  Group,
Pittston  Burlington  Group  and  the  Company's  coal  and  minerals businesses
('Pittston Minerals Group') are sometimes  herein referred to individually as  a
'Group'  or collectively as the  'Groups'. The Board intends  to declare and pay
dividends on Brink's Stock and Burlington Stock based primarily on the earnings,
financial condition, cash  flow and  business requirements  of Pittston  Brink's
Group  and  Pittston Burlington  Group, respectively.  Future dividends  will be
payable when, as and if  declared by the Board on  the Brink's Stock and/or  the
Burlington Stock out of all funds of the Company legally available therefor. The
Company will separately report the

financial  results of Pittston  Brink's Group and  Pittston Burlington Group and
will continue to separately  report the financial  results of Pittston  Minerals
Group. The redesignation of Services Stock as Brink's Stock and the distribution
of Burlington Stock will not result in any transfer of assets and liabilities of
the  Company  or any  of  its subsidiaries.  Descriptions  of the  businesses of
Pittston Brink's Group,  Pittston Burlington Group  and Pittston Minerals  Group
are set forth in Annexes IV, VI and VIII, respectively.
 
     The  Company has most recently paid dividends  on its Services Stock at the
annual rate of $0.20 per share, payable quarterly. If the Brink's Stock Proposal
is adopted, the Board currently intends to pay dividends on Brink's Stock at  an
initial  annual rate of  $0.10 per share  and on Burlington  Stock at an initial
annual rate of $0.24 per share, payable quarterly, which would be equivalent  to
an  annual  dividend  of $0.22  per  share  of Services  Stock.  Subject  to the
continued availability of an Available  Minerals Dividend Amount (as defined  in
the   Company's   Restated   Articles  of   Incorporation   (the   'Articles  of
Incorporation') --  see  Annex II),  the  Board expects  to  continue to  pay  a
quarterly  dividend at the annual rate of $0.65 per share on the Minerals Stock.
Beneficial owners  of the  Company's Preferred  Stock will  continue to  receive
quarterly dividends at the annual rate of $3.125 per share.
 
     Initially,  holders of Brink's  Stock, Burlington Stock  and Minerals Stock
will have approximately 61.5%, 30.7% and 7.8%, respectively, of the total voting
power of  all  the  outstanding shares  of  all  classes of  common  stock.  The
aggregate  voting power  of holders  of Minerals  Stock reflected  above will be
unchanged by the proposal.  Brink's Stock will  have one vote  per share at  all
times.  Upon implementation of the proposal, Burlington Stock will have one vote
per share, and Minerals Stock will have  0.626 votes per share (which votes  per
share  are necessary so that Minerals Stock  has the same aggregate voting power
immediately following the implementation of the proposal as it will  immediately
prior  thereto). Commencing January  1, 1998, the relative  voting rights of the
Burlington Stock and the Minerals Stock will be adjusted every two years in such
a manner that each class' share of the aggregate voting power at such time  will
be  equal to  that class'  share of the  aggregate market  capitalization of the
Company's common stock  at such time.  In the  event of the  liquidation of  the
Company,  holders of  Brink's Stock,  Burlington Stock  and Minerals  Stock will
initially share on a per share basis  an aggregate amount equal to 55%, 28%  and
17%,  respectively, of the  funds, if any, remaining  for distribution to common
shareholders, subject to adjustment based on  relative changes in the number  of
shares  of such classes as more fully  described herein. These features, as well
as other  factors, are  discussed  under 'The  Brink's  Stock Proposal  --  Risk
Factors'.
 
     The Board has adopted a resolution, subject to approval by the shareholders
of  the Brink's Stock Proposal, authorizing  the redesignation of Services Stock
as Brink's  Stock and  declaring a  distribution of  one half  of one  share  of
Burlington  Stock  on each  outstanding share  of Services  Stock to  holders of
record of Services Stock at  the close of business  on the date (the  'Effective
Date')   on  which  the  State  Corporation  Commission  of  Virginia  issues  a
certificate of  amendment  with  respect  to  the  Articles  of  Amendment  (the
'Articles  of  Amendment')  to  the Articles  of  Incorporation,  which  date is
expected to be January 18, 1996.
 
     The  Board  has  unanimously  approved  the  Brink's  Stock  Proposal   and
recommends that shareholders vote FOR the Proposal.
 
     There  has  been no  prior market  for either  Brink's Stock  or Burlington
Stock. Subject to shareholder approval, the New York Stock Exchange ('NYSE') has
approved  the  redesignation  of  Services  Stock  as  Brink's  Stock  and   the
distribution  and listing  of Burlington  Stock, subject  to official  notice of
issuance.
                            ------------------------
THESE SECURITIES HAVE NOT  BEEN APPROVED OR DISAPPROVED  BY THE SECURITIES  AND
 EXCHANGE   COMMISSION  OR  ANY  STATE  SECURITIES  COMMISSION  NOR  HAS  THE
   SECURITIES AND  EXCHANGE COMMISSION  OR ANY  STATE SECURITIES  COMMISSION
    PASSED  UPON  THE ACCURACY  OR ADEQUACY  OF  THIS PROXY  STATEMENT. ANY
           REPRESENTATION TO THE CONTRARY IS A  CRIMINAL OFFENSE.
 
                     --------------------------------------
 
                           Dated: December 15, 1995.
 
                                       2

     NO   PERSON  IS  AUTHORIZED  TO  GIVE   ANY  INFORMATION  OR  TO  MAKE  ANY
REPRESENTATION NOT  CONTAINED IN  THIS PROXY  STATEMENT IN  CONNECTION WITH  THE
OFFERING  AND SOLICITATION MADE HEREBY, AND,  IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATION SHOULD  NOT BE  RELIED UPON  AS HAVING  BEEN AUTHORIZED.  THIS
PROXY  STATEMENT DOES NOT CONSTITUTE  AN OFFER TO SELL,  OR A SOLICITATION OF AN
OFFER TO  PURCHASE, THE  SECURITIES  OFFERED BY  THIS  PROXY STATEMENT,  OR  THE
SOLICITATION  OF A PROXY, IN  ANY JURISDICTION OR FROM ANY  PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS  PROXY
STATEMENT  NOR ANY DISTRIBUTION OF THE SECURITIES OFFERED PURSUANT TO THIS PROXY
STATEMENT SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE  HAS
BEEN NO CHANGE IN THE INFORMATION CONTAINED HEREIN OR IN THE AFFAIRS OF PITTSTON
SINCE THE DATE HEREOF.
 
                             AVAILABLE INFORMATION
 
     Pittston  is subject  to the  informational requirements  of the Securities
Exchange Act  of 1934,  as  amended (the  'Exchange  Act'), and,  in  accordance
therewith,  files  reports,  proxy  statements and  other  information  with the
Securities and  Exchange  Commission  (the 'Commission').  Such  reports,  proxy
statements  and  other information  filed by  the Company  can be  inspected and
copied at  the public  reference  facilities of  the  Commission at  Room  1024,
Judiciary  Plaza,  450 Fifth  Street N.W.,  Washington, D.C.  20549, and  at the
Commission's Regional Offices at Seven World Trade Center, Suite 1300, New York,
New York 10048, and Northwestern Atrium  Center, 500 West Madison Street,  Suite
1400,  Chicago, Illinois 60661-2511. Copies of such materials can be obtained at
prescribed rates from  the Public  Reference Section  of the  Commission at  450
Fifth  Street, N.W., Washington, D.C. 20549.  Documents filed by the Company can
also be inspected at  the offices of  the NYSE, 20 Broad  Street, New York,  New
York 10005.
 
     Pittston  has filed a Registration Statement on Form S-4 (the 'Registration
Statement') with  the Commission  pursuant to  the Securities  Act of  1933,  as
amended  (the  'Securities  Act'),  covering the  shares  of  Brink's  Stock and
Burlington Stock issuable in  connection with the  Brink's Stock Proposal.  This
Proxy Statement, which also constitutes the Prospectus of Pittston filed as part
of the Registration Statement, does not contain all the information set forth in
the  Registration  Statement and  the exhibits  thereto,  to which  reference is
hereby made. The principal office of  Pittston is located at 100 First  Stamford
Place, Stamford, Connecticut 06902 (telephone (203) 978-5200).
 
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
     The  following documents filed by the  Company with the Commission pursuant
to Section 13 of the Exchange Act are incorporated herein by reference: (i)  the
Annual  Report on Form 10-K for the year ended December 31, 1994 (the '1994 Form
10-K'), (ii) the Quarterly Reports on Form 10-Q for the quarters ended March 31,
June 30 and September 30, 1995 and (iii) the Current Report on Form 8-K dated as
of November 20, 1995.
 
     All reports and other documents filed  by the Company pursuant to  Sections
13(a),  13(c), 14 or  15(d) of the Exchange  Act subsequent to  the date of this
Proxy Statement and  prior to  the date  of the Meeting  shall be  deemed to  be
incorporated by reference herein and to be a part hereof from the date of filing
of  such reports  and other  documents. Any statement  contained herein  or in a
document incorporated or deemed to be incorporated by reference herein shall  be
deemed to be modified or superseded for purposes of this Proxy Statement, to the
extent  that a  statement contained  herein or  in any  other subsequently filed
document which also is  incorporated or 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 Proxy Statement.
 
                                       3

     THE  COMPANY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON, INCLUDING
ANY BENEFICIAL HOLDER, TO WHOM A PROXY STATEMENT IS DELIVERED, ON THE WRITTEN OR
ORAL REQUEST  OF  SUCH  PERSON,  A  COPY  OF  ANY  OR  ALL  OF  THE  INFORMATION
INCORPORATED  BY  REFERENCE IN  THIS PROXY  STATEMENT  (INCLUDING THE  1994 FORM
10-K), OTHER  THAN  EXHIBITS  TO  SUCH INFORMATION  (UNLESS  SUCH  EXHIBITS  ARE
SPECIFICALLY  INCORPORATED  BY REFERENCE  INTO THE  INFORMATION THAT  THIS PROXY
STATEMENT INCORPORATES). REQUESTS FOR SUCH  COPIES SHOULD BE DIRECTED TO  AUSTIN
F.  REED, VICE PRESIDENT,  GENERAL COUNSEL AND  SECRETARY, THE PITTSTON COMPANY,
100 FIRST  STAMFORD PLACE,  P.O. BOX  120070, STAMFORD,  CONNECTICUT  06912-0070
(TELEPHONE  (203) 978-5200). IN ORDER TO  ALLOW TIMELY DELIVERY OF THE DOCUMENT,
ANY REQUEST SHOULD BE MADE BY JANUARY 4, 1996.
 
                            ------------------------
     If you  require additional  copies  of the  Proxy  Statement or  the  Proxy
Card(s), please contact Kissel-Blake Inc. at 1-800-554-7733 (toll free).
 
                                       4

                            PROXY STATEMENT SUMMARY
 
     The  following is a  summary of certain  information contained elsewhere in
this Proxy Statement. Reference is made to, and this Summary is qualified in its
entirety by,  the  more  detailed  information  contained,  or  incorporated  by
reference,  in this  Proxy Statement  and the  Annexes hereto.  Unless otherwise
defined herein,  capitalized terms  used  in this  Summary have  the  respective
meanings  ascribed  to  them  elsewhere  in  this  Proxy  Statement.  See  Annex
I --  Glossary of  Certain Terms.  Shareholders  are urged  to read  this  Proxy
Statement and the Annexes hereto in their entirety.
 
                                SPECIAL MEETING

                                            
DATE, TIME AND PLACE OF MEETING..............  The  Special  Meeting of  Shareholders will  be held  on Thursday,
                                                 January 18, 1996, at  3:00 p.m., Eastern  Standard Time, in  the
                                                 Company's  executive offices, Seventh  Floor, 100 First Stamford
                                                 Place, Stamford, Connecticut.
PROPOSAL TO BE CONSIDERED AT THE MEETING.....  The Brink's Stock Proposal will be the only proposal considered at
                                                 the Meeting.
MEETING RECORD DATE..........................  December 11, 1995 (the 'Record Date').
VOTING.......................................  Each holder of Services Stock,  each holder of Minerals Stock  and
                                                 each beneficial owner of Preferred Stock is entitled to one vote
                                                 for each share held of record or beneficially owned, as the case
                                                 may  be,  at the  close of  business on  December 11,  1995. The
                                                 affirmative vote of the following  groups of the holders of  the
                                                 Company's  securities  are  each required  for  approval  of the
                                                 Brink's Stock Proposal:
                                                    (1) holders  of  a  majority of  the  outstanding  shares  of
                                                        Services  Stock  and Minerals  Stock  voting as  a single
                                                        class;
                                                    (2) holders  of  a  majority of  the  outstanding  shares  of
                                                        Services Stock voting as a single class;
                                                    (3)  holders  of  two-thirds  of  the  outstanding  shares of
                                                        Minerals Stock voting as a single class; and
                                                    (4) holders  of  a  majority of  the  outstanding  shares  of
                                                        Preferred Stock voting as a single class.
 
                                           THE BRINK'S STOCK PROPOSAL
GENERAL......................................  The  shareholders of the Company are  being asked to vote in favor
                                                 of the Brink's Stock Proposal which, if approved, would have the
                                                 following effects (collectively, the 'Transaction'):
                                                     amend the Company's  Articles of  Incorporation to  increase
                                                     the  shares of authorized  common stock from  120 million to
                                                     170 million,  consisting of  100 million  shares of  Brink's
                                                     Stock,  50 million shares of Burlington Stock and 20 million
                                                     shares of Minerals Stock;
                                                     amend  the  Company's  Articles  of  Incorporation  to  make
                                                     certain  adjustments to  the rights  of holders  of Minerals
                                                     Stock with  respect to  voting, exchanges  and  liquidation,
                                                     including initially increasing the number of votes per share
                                                     of  Minerals Stock from 0.417 votes per share to 0.626 votes
                                                     per share (which adjustment is  intended to ensure that  the
                                                     holders  of Minerals  Stock have  the same  aggregate voting
                                                     power   immediately   following   implementation   of    the
                                                     Transaction as they will immediately prior thereto);
                                                     redesignate  each outstanding share of Services Stock as one
                                                     share of Brink's Stock;

                                       5

 

                                                     approve the distribution to holders of Services Stock of one
                                                     half of one share of  Burlington Stock for each  outstanding
                                                     share of Services Stock; and
                                                     approve  the adoption of certain  related amendments to, and
                                                     certain  related  actions  adjusting,  the  Company's  stock
                                                     option  and  employee  benefit plans  and  outstanding stock
                                                     options.
                                               IF THE  BRINK'S STOCK  PROPOSAL IS  NOT ADOPTED  BY  SHAREHOLDERS,
                                                 SERVICES  STOCK  WILL  NOT  BE  REDESIGNATED  AS  BRINK'S STOCK,
                                                 BURLINGTON  STOCK  WILL  NOT  BE  CREATED  AND  DISTRIBUTED,  NO
                                                 AMENDMENTS  TO THE ARTICLES  OF INCORPORATION WILL  BE MADE, THE
                                                 RELATED STOCK OPTION AND EMPLOYEE BENEFIT PLANS AND  OUTSTANDING
                                                 STOCK  OPTIONS WILL NOT  BE AMENDED OR  ADJUSTED PURSUANT TO THE
                                                 BRINK'S STOCK PROPOSAL AND  THE DIVIDEND POLICY CONTEMPLATED  BY
                                                 THE BRINK'S STOCK PROPOSAL WILL NOT BE IMPLEMENTED.
REASONS FOR THE BRINK'S
  STOCK PROPOSAL.............................  Brink's  Stock and  Burlington Stock  are designed  to reflect the
                                                 separate performance of the Company's security services and home
                                                 security businesses in the case of Brink's Stock, and its global
                                                 freight  transportation   and  logistics   management   services
                                                 business  in  the  case  of Burlington  Stock.  The  Proposal is
                                                 intended to enhance shareholder value by creating two separately
                                                 traded securities, one of which will be linked to the  Company's
                                                 higher  growth security services and home security business, and
                                                 the other will  represent a  targeted investment  in the  global
                                                 transportation business. Holders of Services Stock will have the
                                                 ability  to retain or  sell either or  both securities depending
                                                 upon their  investment  objectives. Separate  equity  securities
                                                 could  also afford increased flexibility to raise capital and/or
                                                 make acquisitions  for  the  Brink's Group  and  the  Burlington
                                                 Group,   respectively,   with   an   equity   security   related
                                                 specifically to that  Group. The  Proposal is  also designed  to
                                                 create  separate equity  securities which  will provide enhanced
                                                 management incentive programs tied more directly to the business
                                                 results and  stock  price  performance of  the  Group  in  which
                                                 management  is  employed. The  Proposal is  designed to  have no
                                                 adverse effect on  the holders of  the Company's Minerals  Stock
                                                 and Preferred Stock.
RECOMMENDATION OF THE BOARD..................  THE  BOARD HAS UNANIMOUSLY APPROVED THE BRINK'S STOCK PROPOSAL AND
                                                 BELIEVES THAT  ITS ADOPTION  IS  IN THE  BEST INTERESTS  OF  THE
                                                 COMPANY  AND ITS SHAREHOLDERS. ACCORDINGLY, THE BOARD RECOMMENDS
                                                 THAT ALL  SHAREHOLDERS VOTE  IN  FAVOR OF  THE ADOPTION  OF  THE
                                                 PROPOSAL.
RISK FACTORS.................................  When  evaluating the  Brink's Stock Proposal,  shareholders of the
                                                 Company should be aware  of the factors  set forth below,  which
                                                 are  more fully described in 'The Brink's Stock Proposal -- Risk
                                                 Factors'.
                                               Financial Impacts  of One  Group Could  Affect the  Other  Groups.
                                                 Although  Brink's  Stock and  Burlington  Stock are  designed to
                                                 reflect the operations  of Pittston Brink's  Group and  Pittston
                                                 Burlington Group, respectively, and Minerals Stock will continue
                                                 to reflect the operations of Pittston Minerals Group, holders of
                                                 Brink's  Stock,  Burlington  Stock and  Minerals  Stock  will be
                                                 shareholders of

                                       6

 

                                                 the Company, which will continue  to be responsible for all  its
                                                 liabilities.  Financial developments  affecting Pittston Brink's
                                                 Group, Pittston Burlington Group or Pittston Minerals Group that
                                                 affect  the  Company's  financial  condition  could  affect  the
                                                 results  of operations and the  financial condition of all three
                                                 Groups. In addition, any net  losses of Pittston Brink's  Group,
                                                 Pittston Burlington Group or Pittston Minerals Group will reduce
                                                 the  legally available  funds of  the Company  available for the
                                                 payment of dividends on each of Brink's Stock, Burlington  Stock
                                                 and  Minerals Stock.  Accordingly, the  financial information of
                                                 each of  the  Groups  must  be  read  in  conjunction  with  the
                                                 Company's consolidated financial information.
                                               In  addition, since Pittston Brink's Group and Pittston Burlington
                                                 Group  will   be  distinct   Groups  with   separate   financial
                                                 statements,  an event affecting  one Group which  might not have
                                                 been material to Pittston Services Group could be material  with
                                                 respect  to that Group  and could adversely  affect that Group's
                                                 results of operations. Since  financial developments within  one
                                                 Group  can affect other Groups,  all shareholders of the Company
                                                 could be adversely affected by any such event.
                                               No Prior Market  for Brink's Stock  or Burlington Stock;  Relative
                                                 Prices  To Be Determined by  the Market. Although Services Stock
                                                 has been publicly traded on the NYSE since July 1993, there  has
                                                 been  no  prior market  for either  Brink's Stock  or Burlington
                                                 Stock. As  a  result,  there  can be  no  assurance  as  to  the
                                                 liquidity  of the trading markets  that will develop for Brink's
                                                 Stock or Burlington Stock or that the combined market values  of
                                                 Brink's  Stock  and Burlington  Stock held  by a  shareholder of
                                                 Services Stock will equal or exceed the market value of Services
                                                 Stock  held  by   such  shareholder  prior   to  the   Company's
                                                 announcement of the Transaction, and such combined market values
                                                 could  be  less than  such market  value  of Services  Stock. In
                                                 addition, until an orderly market develops for Brink's Stock and
                                                 Burlington Stock, their respective trading prices may  fluctuate
                                                 significantly.
                                               Voting  Power; Effects on Holders  of Brink's Stock and Burlington
                                                 Stock. When  holders  of  Brink's Stock,  Burlington  Stock  and
                                                 Minerals  Stock  vote together  as  a single  voting  group, the
                                                 holders of one  class of common  stock may be  in a position  to
                                                 control the outcome of such vote if such class has more than the
                                                 required  number of votes. Initially,  holders of Brink's Stock,
                                                 Burlington Stock  and  Minerals Stock  will  have  approximately
                                                 61.5%,  30.7% and 7.8%, respectively,  of the total voting power
                                                 of all the outstanding shares of all classes of common stock.
                                               Effective on  January  1,  1996,  pursuant to  the  terms  of  the
                                                 Company's  existing Articles of Incorporation, the voting rights
                                                 of holders of Minerals Stock will be reduced from  approximately
                                                 17%  of  the aggregate  voting power  of all  outstanding common
                                                 stock to  approximately 7.8%  of  such aggregate  voting  power,
                                                 based  on the  average relative  fair market  values of Minerals
                                                 Stock and  Services Stock  during the  period from  November  16
                                                 through  November 30, 1995.  See 'Price Range  of Services Stock
                                                 and Minerals Stock and Dividends'.
                                               Pursuant to the Brink's Stock Proposal, holders of Minerals  Stock
                                                 initially  will have 0.626 votes per share (which will result in
                                                 the aggregate voting rights of  holders of Minerals Stock  being
                                                 initially unchanged as a result of the

                                       7

 

                                                 implementation  of the  Transaction from  that which  will exist
                                                 immediately prior thereto). The  Brink's Stock Proposal  further
                                                 provides  that holders of  Brink's Stock at  all times will have
                                                 one vote per  share, and holders  of Burlington Stock  initially
                                                 will have one vote per share. The votes of holders of Burlington
                                                 Stock  and  Minerals  Stock  will be  subject  to  adjustment on
                                                 January 1, 1998, and on January 1 every two years thereafter  in
                                                 such  a manner  that each class'  share of  the aggregate voting
                                                 power at such  time will be  equal to that  class' share of  the
                                                 aggregate market capitalization of the Company's common stock at
                                                 such time.
                                               Subject  to NYSE rules governing the issuance of additional shares
                                                 of any class of  common stock, no  Group voting separately  will
                                                 have  the right  under Virginia law  to approve  the issuance of
                                                 additional shares of its class of common stock. Since holders of
                                                 Brink's Stock,  Burlington Stock  and Minerals  Stock  generally
                                                 vote  together as a single voting  group, any issuance of shares
                                                 of any  class requiring  shareholder approval  under NYSE  rules
                                                 will  require approval  by holders of  Brink's Stock, Burlington
                                                 Stock and Minerals  Stock voting together.  See 'Description  of
                                                 Brink's Stock, Burlington Stock and Minerals Stock -- Voting'.
                                               Fiduciary  Duties  of  the Board;  No  Definitive  Precedent Under
                                                 Virginia Law. Under principles of  Virginia law, each member  of
                                                 the  Board must act  in accordance with  his good faith business
                                                 judgment of  the  best interests  of  the Company,  taking  into
                                                 consideration  the interests  of all  shareholders regardless of
                                                 class. However, the Company is not aware of any precedent  under
                                                 Virginia  law  concerning the  manner  in which  such principles
                                                 would be  applied  in  the  context  of  the  capital  structure
                                                 contemplated by the Brink's Stock Proposal.
                                               Potential Conflicts of Interest. The existence of separate classes
                                                 of  common stock of the Company  may give rise to occasions when
                                                 the interests of the holders of Brink's Stock, Burlington  Stock
                                                 and  Minerals  Stock  may  diverge  or  appear  to  diverge. For
                                                 example, such conflicts could arise with respect to the  payment
                                                 of   dividends  on  the  respective  classes  of  common  stock,
                                                 decisions with respect to the repurchase of shares, the exchange
                                                 of outstanding shares of Burlington Stock or Minerals Stock  for
                                                 shares  of  Brink's  Stock  and  the  disposition  of  assets of
                                                 Pittston Burlington Group, Pittston  Minerals Group or  Pittston
                                                 Brink's   Group.  The  Board  will   resolve  any  conflicts  in
                                                 accordance  with  its  good  faith  business  judgment  of   the
                                                 Company's best interests.
DIVIDEND POLICY..............................  The Company has most recently paid dividends on its Services Stock
                                                 at the annual rate of $0.20 per share, payable quarterly. If the
                                                 Brink's  Stock Proposal is adopted,  the Board initially intends
                                                 to pay dividends on Brink's Stock  at an initial annual rate  of
                                                 $0.10  per share  and on Burlington  Stock at  an initial annual
                                                 rate of $0.24 per share, payable quarterly, which, after  giving
                                                 effect  to  the Transaction,  would be  equivalent to  an annual
                                                 dividend of $0.22 per share of Services Stock. The Board has the
                                                 discretion to  reduce these  intended dividends,  or to  pay  no
                                                 dividends  at all.  The Board  intends to  continue its existing
                                                 policies  with  respect  to  the  declaration  and  payment   of
                                                 dividends on Minerals Stock.

                                       8

 

                                               The  Board intends to  declare and pay  dividends on Brink's Stock
                                                 and  Burlington  Stock  based   primarily  upon  the   earnings,
                                                 financial  condition,  cash  flow and  business  requirements of
                                                 Pittston  Brink's   Group   and   Pittston   Burlington   Group,
                                                 respectively.  Since the Company remains subject to Virginia law
                                                 limitations on  dividends and  to dividend  restrictions in  its
                                                 public  debt  and bank  credit agreements,  losses by  one Group
                                                 could affect the Company's ability  to pay dividends in  respect
                                                 of  stock relating to another  Group. For information concerning
                                                 restrictions on the funds from which dividends on Brink's Stock,
                                                 Burlington Stock  and  Minerals  Stock may  be  paid,  see  'The
                                                 Brink's  Stock Proposal -- Dividend  Policy' and 'Description of
                                                 Brink's Stock, Burlington Stock and Minerals
                                                 Stock -- Dividends'.
DESCRIPTION OF BRINK'S STOCK,
  BURLINGTON STOCK
  AND MINERALS STOCK.........................  Dividends. Dividends on Brink's Stock and Burlington Stock will be
                                                 limited as prescribed by Virginia law and are also restricted by
                                                 covenants in the Company's public debt indenture and bank credit
                                                 agreements, the most restrictive of which would have allowed, as
                                                 of September 30, 1995, dividends of  up to $225 million to  have
                                                 been paid on all classes of capital stock.
                                               The dividend policies and limitations applicable to Minerals Stock
                                                 will not be altered by the Brink's Stock Proposal.
                                               Exchange.  The Brink's Stock Proposal  will permit the Company, at
                                                 any time, to exchange each outstanding share of Burlington Stock
                                                 for shares of  Brink's Stock (or,  if no Brink's  Stock is  then
                                                 outstanding,  Minerals  Stock) having  a  Fair Market  Value (as
                                                 defined at page 34)  equal to 115% of  the Fair Market Value  of
                                                 one share of Burlington Stock. In addition, upon the disposition
                                                 of  all or  substantially all  of the  properties and  assets of
                                                 Pittston Burlington  Group to  any person  (with certain  excep-
                                                 tions),  the Company  is required  to exchange  each outstanding
                                                 share of Burlington Stock for shares of Brink's Stock (or, if no
                                                 Brink's Stock is then outstanding, Minerals Stock) having a Fair
                                                 Market Value equal to 115% of the Fair Market Value of one share
                                                 of Burlington Stock.
                                               The Company will  also have the  right, at any  time, to  exchange
                                                 each  outstanding share of Minerals  Stock, which was previously
                                                 subject to exchange for shares of Services Stock, for shares  of
                                                 Brink's  Stock  (or, if  no Brink's  Stock is  then outstanding,
                                                 Burlington Stock) having a  Fair Market Value  equal to 115%  of
                                                 the  Fair  Market  Value  of one  share  of  Minerals  Stock. In
                                                 addition, upon the  disposition of all  or substantially all  of
                                                 the  properties  and assets  of Pittston  Minerals Group  to any
                                                 person (with  certain exceptions),  the Company  is required  to
                                                 exchange  each outstanding share of Minerals Stock for shares of
                                                 Brink's Stock  (or, if  no Brink's  Stock is  then  outstanding,
                                                 Burlington  Stock) having a  Fair Market Value  equal to 115% of
                                                 the Fair Market  Value of one  share of Minerals  Stock. If  any
                                                 shares  of the Company's Preferred  Stock are converted after an
                                                 exchange of  Minerals Stock  for  Brink's Stock  (or  Burlington
                                                 Stock),  the holder of such  Preferred Stock would, upon conver-
                                                 sion, receive shares of Brink's  Stock (or Burlington Stock)  in
                                                 lieu  of shares of  Minerals Stock otherwise  issuable upon such
                                                 conversion.

                                       9

 

                                               The ability to  effect such  exchanges provides  the Company  with
                                                 flexibility  to  alter  its capital  structure  if  warranted by
                                                 future facts and circumstances. Shares of Brink's Stock are  not
                                                 subject  to  either  optional  or  mandatory  exchange.  The net
                                                 proceeds of any disposition of properties and assets of Pittston
                                                 Brink's Group will be attributed  to Pittston Brink's Group.  In
                                                 the  case  of  a disposition  of  all or  substantially  all the
                                                 properties and assets of any other Group, the net proceeds  will
                                                 be  attributed to the Group the shares of which have been issued
                                                 in exchange for shares of the disposing Group.
                                               Voting. Effective on January 1, 1996, pursuant to the terms of the
                                                 Company's existing Articles of Incorporation, the voting  rights
                                                 of  holders of Minerals Stock will be reduced from approximately
                                                 17% of  the aggregate  voting power  of all  outstanding  common
                                                 stock  to  approximately 7.8%  of  such aggregate  voting power,
                                                 based on the  average relative  fair market  values of  Minerals
                                                 Stock  and  Services Stock  during the  period from  November 16
                                                 through November 30,  1995. See 'Price  Range of Services  Stock
                                                 and Minerals Stock and Dividends'.
                                               Pursuant  to the Brink's Stock Proposal, holders of Minerals Stock
                                                 initially will have 0.626 votes per share (which will result  in
                                                 the  aggregate voting rights of  holders of Minerals Stock being
                                                 initially unchanged as  a result  of the  implementation of  the
                                                 Transaction   from  that  which  will  exist  immediately  prior
                                                 thereto). The  Brink's  Stock  Proposal  further  provides  that
                                                 holders  of Brink's  Stock at all  times will have  one vote per
                                                 share, and holders of Burlington  Stock initially will have  one
                                                 vote  per share.  The votes of  holders of  Burlington Stock and
                                                 Minerals Stock will be subject to adjustment on January 1, 1998,
                                                 and on January  1 every two  years thereafter in  such a  manner
                                                 that  each class'  share of the  aggregate voting  power at such
                                                 time will be equal to that class' share of the aggregate  market
                                                 capitalization  of  the  Company's common  stock  at  such time.
                                                 Accordingly, on each adjustment  date, each share of  Burlington
                                                 Stock  and  Minerals  Stock may  have  more than,  less  than or
                                                 continue to have the number of votes per share as they initially
                                                 will have  following  the  implementation  of  the  Transaction.
                                                 Holders  of Brink's  Stock, Burlington Stock  and Minerals Stock
                                                 will vote together as a single voting group on all matters as to
                                                 which all common shareholders are  entitled to vote. The  voting
                                                 rights  of the Preferred  Stock are not  affected by the Brink's
                                                 Stock Proposal.
                                               As prescribed by Virginia law, certain amendments to the  Articles
                                                 of Incorporation affecting, among other things, the designation,
                                                 rights,  preferences or  limitations of  one class  of stock, or
                                                 certain mergers or statutory  share exchanges, must be  approved
                                                 by  the holders  of such  class of  stock, voting  as a separate
                                                 voting group, and, in certain circumstances, may also have to be
                                                 approved by the holders of the other classes of stock, voting as
                                                 separate voting groups.
                                               Liquidation. Under the Brink's Stock  Proposal, in the event of  a
                                                 dissolution,  liquidation  or  winding up  of  the  Company, the
                                                 holders of Brink's  Stock, Burlington Stock  and Minerals  Stock
                                                 will  share on  a per share  basis an aggregate  amount equal to
                                                 55%, 28% and 17%, respectively, of the funds, if any,  remaining
                                                 for   distribution  to  the   common  shareholders,  subject  to
                                                 adjustment as

                                       10

 

                                            
                                                 described below. In the case of Minerals Stock, such  percentage
                                                 has been set, using a nominal number of shares of Minerals Stock
                                                 of  4,202,954  (the 'Nominal  Shares') in  excess of  the actual
                                                 number of shares of Minerals  Stock outstanding, to ensure  that
                                                 the  holders of Minerals Stock are entitled to the same share of
                                                 any such funds immediately  following the implementation of  the
                                                 Transaction  as  they  were  prior  thereto.  These  liquidation
                                                 percentages are subject to adjustment  in the future based  upon
                                                 the  total number of  shares of Brink's  Stock, Burlington Stock
                                                 and Minerals  Stock,  as  the  case  may  be,  then  outstanding
                                                 compared  to the total number of shares of all classes of common
                                                 stock then outstanding  (which totals, in  the case of  Minerals
                                                 Stock, shall include the Nominal Shares).
NYSE LISTINGS................................  Subject  to  shareholder  approval,  the  NYSE  has  approved  the
                                                 redesignation  of  Services  Stock  as  Brink's  Stock  and  the
                                                 distribution  of Burlington  Stock and their  listings under the
                                                 symbols 'PZB'  and  'PZX',  respectively,  subject  to  official
                                                 notice  of issuance.  For further information,  see 'The Brink's
                                                 Stock Proposal -- Stock Exchange Listings'.
DISSENTERS' RIGHTS...........................  Under the  Virginia Stock  Corporation Act,  no shareholders  have
                                                 dissenters'   rights  in  connection   with  the  Brink's  Stock
                                                 Proposal.
TAX CONSIDERATIONS...........................  The Company has been advised by  tax counsel that no gain or  loss
                                                 will  be  recognized  by  the  shareholders  or  the  Company in
                                                 connection with  the Transaction;  however, there  are no  court
                                                 decisions bearing directly on the Brink's Stock Proposal and the
                                                 Internal  Revenue  Service has  had under  study since  1987 the
                                                 Federal income tax consequences  of transactions similar to  the
                                                 Brink's Stock Proposal. See 'The Brink's Stock
                                                 Proposal -- Certain Federal Income Tax Considerations'.
FRACTIONAL SHARES............................  Fractional  shares of Burlington Stock will  not be issued. If the
                                                 number of shares of Burlington Stock to be issued to any  holder
                                                 of  Services Stock  includes a  fraction of  a whole  share, the
                                                 Company will pay to  such holder, within  60 trading days  after
                                                 the  Effective  Date, the  cash value  of such  fractional share
                                                 based on  the  average of  the  high  and low  sales  prices  of
                                                 Burlington  Stock during the first  three trading days following
                                                 the Effective Date.

 
                                       11

              SUMMARY COMPARISON OF TERMS OF EXISTING COMMON STOCK
        WITH TERMS OF BRINK'S STOCK, BURLINGTON STOCK AND MINERALS STOCK
 
     The  following  summary  is  qualified  in  its  entirety  by  the detailed
information and  financial statements  appearing  elsewhere or  incorporated  by
reference in this Proxy Statement. See 'The Brink's Stock Proposal'. Capitalized
terms  used  in  this Summary  have  the  respective meanings  ascribed  to them
elsewhere in this Proxy Statement. See Annex I -- Glossary of Certain Terms.

                                EXISTING COMMON STOCK                                  BRINK'S STOCK PROPOSAL
                      ------------------------------------------  ----------------------------------------------------------------
                       PITTSTON SERVICES     PITTSTON MINERALS      PITTSTON BRINK'S    PITTSTON BURLINGTON    PITTSTON MINERALS
                             GROUP                 GROUP                 GROUP                 GROUP                 GROUP
                          COMMON STOCK          COMMON STOCK          COMMON STOCK          COMMON STOCK          COMMON STOCK
                      --------------------  --------------------  --------------------  --------------------  --------------------

Business:             Security services     Coal and minerals     Security services     Global freight        Coal and minerals
                      and home security     businesses through    and home security     transportation and    businesses through
                      businesses through    Pittston Coal Compa-  businesses through    logistics management  Pittston Coal Compa-
                      Brink's,              ny and Pittston       Brink's,              services through      ny and Pittston
                      Incorporated and      Mineral Ventures.     Incorporated and      Burlington Air        Mineral Ventures.
                      Brink's Home Se-                            Brink's Home Se-      Express Inc.
                      curity, Inc. and                            curity, Inc.
                      global freight
                      transportation and
                      logistics manage-
                      ment services
                      through Burlington
                      Air Express Inc.
 
Distribution:                  --                    --           Existing shares of    Shareholders of Ser-           --
                                                                  Services Stock will   vices Stock will re-
                                                                  be redesignated as    ceive a distribution
                                                                  Brink's Stock on a    of one-half of one
                                                                  share-for-share       share of Burlington
                                                                  basis.                Stock for each share
                                                                                        of Services Stock.
 
Number of Shares
  Outstanding as of
  December 11, 1995:  41,573,743            8,405,908             41,573,743 (based on  20,786,872 (based on  8,405,908
                                                                  the number of shares  the number of shares
                                                                  of Services Stock     of Services Stock
                                                                  outstanding as of     outstanding as of
                                                                  December 11, 1995).   December 11, 1995).
 
Number of Authorized
  Shares:             100,000,000           20,000,000            100,000,000           50,000,000            20,000,000
 
Voting Rights:        Holders of Services   Holders of Minerals   Except as otherwise   Except as otherwise   Except as otherwise
                      Stock generally vote  Stock generally vote  described herein,     described herein,     described herein,
                      with holders of       with holders of Ser-  holders of Brink's    holders of            holders of Minerals
                      Minerals Stock as a   vices Stock as a      Stock will vote with  Burlington Stock      Stock will vote with
                      single voting group.  single voting group.  holders of            will vote with        holders of Brink's
                      Services Stock has    Effective as of       Burlington Stock and  holders of Brink's    Stock and Burlington
                      one vote per share.   January 1, 1996,      Minerals Stock as a   Stock and Minerals    Stock as a single
                                            Minerals Stock will   single voting group.  Stock as a single     voting group.
                                            have 0.417 votes per  Brink's Stock will    voting group.         Minerals Stock will
                                            share, subject to     have one vote per     Burlington Stock      have 0.626 votes per
                                            adjustment on Janua-  share.                will have one vote    share (which
                                            ry 1, 1998, and on                          per share, subject    adjustment is
                                            January 1 every two                         to adjustment on      necessary so that
                                            years thereafter                            January 1, 1998, and  Minerals Stock has
                                            based upon the                              on each January 1     the same aggregate
                                            relative Fair Mar-                          every two years       voting
                                            ket Values (as                              thereafter in such a  power immediately
                                            defined at page 34)                         manner that           following the imple-
                                            of one share of                             Burlington Group's    mentation of the
                                            Minerals Stock and                          share of the          Transaction as it
                                            one share of                                aggregate voting      will immediately
                                            Services Stock.                             power at such time    prior thereto),
                                                                                        will be equal to its  subject to
                                                                                        relative share of     adjustment on Janua-
                                                                                        the aggregate market  ry 1, 1998, and on
                                                                                        capitalization of     each January 1 every
                                                                                        the Company's common  two years thereafter
                                                                                        stock at such time.   in such a manner
                                                                                                              that Minerals
                                                                                                              Group's share of the
                                                                                                              aggregate voting
                                                                                                              power at such time
                                                                                                              will be equal to its
                                                                                                              relative share of
                                                                                                              the aggregate market
                                                                                                              capitalization of
                                                                                                              the Company's common
                                                                                                              stock at such time.

 
                                       12

 

                                EXISTING COMMON STOCK                                  BRINK'S STOCK PROPOSAL
                      ------------------------------------------  ----------------------------------------------------------------
                       PITTSTON SERVICES     PITTSTON MINERALS      PITTSTON BRINK'S    PITTSTON BURLINGTON    PITTSTON MINERALS
                             GROUP                 GROUP                 GROUP                 GROUP                 GROUP
                          COMMON STOCK          COMMON STOCK          COMMON STOCK          COMMON STOCK          COMMON STOCK
                      --------------------  --------------------  --------------------  --------------------  --------------------

Dividends:            The Company cur-      The Company cur-      The Company cur-      The Company cur-      Unchanged from that
                      rently pays           rently pays           rently intends to     rently intends to     applicable to
                      dividends on          dividends on          pay an initial        pay an initial        existing Minerals
                      Services Stock at an  Minerals Stock at an  dividend on Brink's   dividend on           Stock.
                      annual rate of $0.20  annual rate of $0.65  Stock at an annual    Burlington Stock at
                      per share, payable    per share, payable    rate of $0.10 per     an annual rate of
                      quarterly, at the     quarterly, at the     share, payable        $0.24 per share,
                      discretion of the     discretion of the     quarterly.            payable quarterly.
                      Board based           Board based           Thereafter,           Thereafter,
                      primarily upon the    primarily upon the    dividends on Brink's  dividends on
                      earnings, financial   earnings, financial   Stock will be paid    Burlington Stock
                      condition, cash flow  condition, cash flow  at the discretion of  will be paid at the
                      and business re-      and business re-      the Board based       discretion of the
                      quirements of         quirements of         primarily upon the    Board based pri-
                      Pittston Services     Pittston Minerals     earnings, financial   marily upon the
                      Group.                Group. Dividends are  condition, cash flow  earnings, financial
                                            payable out of the    and business re-      condition, cash flow
                                            lesser of (i) all     quirements of         and business
                                            funds of the Company  Pittston Brink's      requirements of
                                            legally available     Group.                Pittston Burlington
                                            for the payment of                          Group.
                                            dividends and (ii)
                                            the Available
                                            Minerals Dividend
                                            Amount.
 
Exchanges:            None.                 The Company may, at   None.                 The Company may, at   The Company may, at
                                            any time, exchange                          any time, exchange    any time, exchange
                                            each outstanding                            each outstanding      each outstanding
                                            share of Minerals                           share of Burlington   share of Minerals
                                            Stock for shares of                         Stock for shares of   Stock for shares of
                                            Services Stock                              Brink's Stock (or,    Brink's Stock (or,
                                            having a Fair Market                        if no Brink's Stock   if no Brink's Stock
                                            Value (as defined at                        is then outstanding,  is then outstanding,
                                            page 34) equal to                           Minerals Stock)       Burlington Stock)
                                            115% of the Fair                            having a Fair Market  having a Fair Market
                                            Market Value of one                         Value equal to 115%   Value equal to 115%
                                            share of Minerals                           of the Fair Market    of the Fair Market
                                            Stock. In addition,                         Value of one share    Value of one share
                                            if the Company sells                        of Burlington Stock.  of Minerals Stock.
                                            all or substantially                        In addition, if the   In addition, if the
                                            all of the                                  Company sells all or  Company sells all or
                                            properties and                              substantially all of  substantially all of
                                            assets of Pittston                          the properties and    the properties and
                                            Minerals Group, the                         assets of Pittston    assets of Pittston
                                            Company must                                Burlington Group,     Minerals Group, the
                                            exchange each                               the Company must      Company must ex-
                                            outstanding share of                        exchange each         change each
                                            Minerals Stock for                          outstanding share of  outstanding share of
                                            shares of Services                          Burlington Stock for  Minerals Stock for
                                            Stock having a Fair                         shares of Brink's     shares of Brink's
                                            Market Value equal                          Stock (or, if no      Stock (or, if no
                                            to 115% of the Fair                         Brink's Stock is      Brink's Stock is
                                            Market Value of one                         then outstanding,     then outstanding,
                                            share of Minerals                           Minerals Stock)       Burlington Stock)
                                            Stock.                                      having a Fair Market  having a Fair Market
                                                                                        Value equal to 115%   Value equal to 115%
                                                                                        of the Fair Market    of the Fair Market
                                                                                        Value of one share    Value of one share
                                                                                        of Burlington Stock.  of Minerals Stock.

                                       13

 

                                EXISTING COMMON STOCK                                  BRINK'S STOCK PROPOSAL
                      ------------------------------------------  ----------------------------------------------------------------
                       PITTSTON SERVICES     PITTSTON MINERALS      PITTSTON BRINK'S    PITTSTON BURLINGTON    PITTSTON MINERALS
                             GROUP                 GROUP                 GROUP                 GROUP                 GROUP
                          COMMON STOCK          COMMON STOCK          COMMON STOCK          COMMON STOCK          COMMON STOCK
                      --------------------  --------------------  --------------------  --------------------  --------------------

Liquidation:          In the event of the   In the event of the   In the event of the   In the event of the   In the event of the
                      liquidation of the    liquidation of the    liquidation of the    liquidation of the    liquidation of the
                      Company, holders of   Company, holders of   Company, holders of   Company, holders of   Company, holders of
                      Services Stock will   Minerals Stock will   Brink's Stock will    Burlington Stock      Minerals Stock will
                      share the funds, if   share the funds, if   initially share on a  will initially share  initially share on a
                      any, remaining for    any, remaining for    per share basis an    on a per share basis  per share basis an
                      distribution to       distribution to       aggregate amount      an aggregate amount   aggregate amount
                      common shareholders   common shareholders   equal to              equal to              equal to
                      on a per share basis  on a per share basis  approximately 55% of  approximately 28% of  approximately 17% of
                      in proportion to the  in proportion to the  the funds, if any,    the funds, if any,    the funds, if any,
                      total number of       total number of       remaining for         remaining for         remaining for
                      shares of Services    shares of Minerals    distribution to       distribution to       distribution to
                      Stock then outstand-  Stock then outstand-  common shareholders,  common shareholders,  common shareholders.
                      ing to the total      ing to the total      which percentage      which percentage      Such percentage has
                      number of shares of   number of shares of   shall be subject to   shall be subject to   been set to ensure
                      all classes of        all classes of        adjustment in the     adjustment in the     that the holders of
                      common stock then     common stock then     future based upon     future based on the   Minerals Stock are
                      outstanding (which    outstanding (which    the total number of   total number of       entitled to the same
                      as of the Record      as of the Record      shares of Brink's     shares of Burlington  share of any such
                      Date represents a     Date represents a     Stock then outstand-  Stock then outstand-  funds immediately
                      share of approxi-     share of approxi-     ing as compared to    ing as compared to    following the con-
                      mately 83% of such    mately 17% of such    the total number of   the total number of   summation of the
                      funds).               funds).               shares of all         shares of all         Transaction as they
                                                                  classes of common     classes of common     were prior thereto.
                                                                  stock then            stock then            Thereafter, the
                                                                  outstanding           outstanding           Minerals Stock's
                                                                  (including the        (including the        share of such funds
                                                                  Nominal Shares).      Nominal Shares).      shall be subject to
                                                                                                              adjustment in the
                                                                                                              future based on the
                                                                                                              total number of
                                                                                                              shares of Minerals
                                                                                                              Stock then outstand-
                                                                                                              ing (including the
                                                                                                              Nominal Shares) as
                                                                                                              compared to the
                                                                                                              total number of
                                                                                                              shares of all
                                                                                                              classes of common
                                                                                                              stock then
                                                                                                              outstanding
                                                                                                              (including the Nomi-
                                                                                                              nal Shares).
 
Listing:              NYSE under the sym-   NYSE under the sym-   NYSE under the sym-   NYSE under the sym-   NYSE under the sym-
                      bol 'PZS'.            bol 'PZM'.            bol 'PZB'.            bol 'PZX'.            bol 'PZM'.

                                       14

         PRICE RANGE OF SERVICES STOCK AND MINERALS STOCK AND DIVIDENDS
 
     Services  Stock and Minerals Stock have been  listed on the NYSE since July
6, 1993. The following table sets forth  the range of high and low sales  prices
of  Services Stock  and Minerals  Stock on  the NYSE  Composite Tape ('Composite
Tape') and the quarterly cash dividends declared and paid per share of  Services
Stock and Minerals Stock, since that time.

                                                       PER SHARE OF SERVICES STOCK      PER SHARE OF MINERALS STOCK
                                                      -----------------------------    -----------------------------
                 FISCAL YEAR ENDED                                          CASH                             CASH
                    DECEMBER 31                        HIGH      LOW      DIVIDENDS     HIGH      LOW      DIVIDENDS
- ---------------------------------------------------   ------    ------    ---------    ------    ------    ---------

1993
     Third Quarter (commencing July 6).............   $22.00    $14.50      $0.05      $24.50    $11.50     $0.1625
     Fourth Quarter................................    29.75     21.00       0.05       24.25     20.50      0.1625
1994
     First Quarter.................................    31.25     21.38       0.05       30.50     17.50      0.1625
     Second Quarter................................    31.13     21.63       0.05       22.00     17.25      0.1625
     Third Quarter.................................    31.25     27.00       0.05       24.25     17.75      0.1625
     Fourth Quarter................................    29.00     23.13       0.05       26.38     20.63      0.1625
1995
     First Quarter.................................    27.75     23.75       0.05       26.00     17.25      0.1625
     Second Quarter................................    29.50     22.50       0.05       18.13      9.50      0.1625
     Third Quarter.................................    29.50     23.13       0.05       13.00      9.75      0.1625
     Fourth Quarter (through December 11, 1995)....    32.63     26.50       0.05       14.50      9.38      0.1625

 

     On  September  14, 1995,  the  day before  the  public announcement  of the
Brink's Stock Proposal,  the last reported  sales prices of  Services Stock  and
Minerals  Stock on  the Composite  Tape were  $27.00 per  share and  $11.875 per
share, respectively. On December 11, 1995, the last full day before the printing
of this Proxy Statement,  the last reported sales  prices of Services Stock  and
Minerals Stock on the Composite Tape were $31.50 per share and $14.25 per share,
respectively.  On December 11,  1995, there were  approximately 5,512 holders of
record of  Services Stock,  approximately 4,477  holders of  record of  Minerals
Stock and approximately four record owners of Preferred Stock.

                                       15

                             PITTSTON BRINK'S GROUP
                            SELECTED FINANCIAL DATA
 
     The following Selected Financial Data reflect the results of operations and
financial  position of the businesses which  comprise Pittston Brink's Group and
should be  read  in  connection  with the  Pittston  Brink's  Group's  financial
statements  set  forth  in Annex  V  hereto.  The financial  information  of the
Pittston Brink's Group,  Pittston Burlington Group  and Pittston Minerals  Group
supplements  the consolidated  financial information  of the  Company and, taken
together, includes all  accounts which comprise  the corresponding  consolidated
financial information of the Company.
 
FIVE YEARS IN REVIEW

                                                                               NINE MONTHS ENDED SEPTEMBER 30
                                                                               -------------------------------
                                                                                   1995               1994
                                                                               -------------      ------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)                                                 (UNAUDITED)

Sales and Income:
     Operating revenues.....................................................     $ 573,964          $476,441
     Income before extraordinary credit and cumulative effect of accounting
       changes..............................................................        36,124(b)         28,527(b)
     Extraordinary credit...................................................       --                 --
     Cumulative effect of accounting changes................................       --                 --
     Net income.............................................................     $  36,124(b)       $ 28,527(b)
Financial Position:
     Net property, plant and equipment......................................     $ 202,599          $170,277
     Total assets...........................................................       474,273           411,830
     Long-term debt, less current maturities................................         6,588             9,001
     Shareholder's equity...................................................     $ 244,901          $203,963
Pro Forma Financial Information (unaudited)(a):
     Average Pittston Brink's Group Common Shares outstanding(a)............        37,914            37,757
     Pittston Brink's Group Common Shares outstanding(a)....................        41,573            41,684
Per Pittston Brink's Group Common Share(a):
     Income before extraordinary credit and cumulative effect of accounting
       changes..............................................................     $     .95(b)       $    .76(b)
     Extraordinary credit...................................................       --                 --
     Cumulative effect of accounting changes................................       --                 --
     Net income.............................................................           .95(b)       $    .76(b)
     Cash dividends.........................................................           .07               .07
     Book value.............................................................     $    6.45          $   5.38

                                       16

                             PITTSTON BRINK'S GROUP
                      SELECTED FINANCIAL DATA (CONTINUED)
 
FIVE YEARS IN REVIEW

                                                                   YEAR ENDED DECEMBER 31
                                                ------------------------------------------------------------
                                                  1994         1993         1992         1991         1990
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)        --------     --------     --------     --------     --------
                                                                                     
Sales and Income:
     Operating revenues.....................    $656,993     $570,953     $514,823     $471,353     $428,921
     Income before extraordinary credit and
       cumulative effect of accounting
       changes..............................      41,489(b)    31,650(b)    23,953(b)    14,919       13,027
     Extraordinary credit...................       --           --           --           --           5,574
     Cumulative effect of accounting
       changes..............................       --           --           --          (1,019)(c)    --
     Net income.............................    $ 41,489(b)  $ 31,650(b)  $ 23,953(b)  $ 13,900     $ 18,601
Financial Position:
     Net property, plant and equipment......    $180,930     $156,976     $142,648     $131,614     $126,039
     Total assets...........................     426,887      377,923      347,015      318,109      294,286
     Long-term debt, less current
       maturities...........................       7,990       12,649       22,734       28,411       35,125
     Shareholder's equity...................    $215,531     $175,219     $147,582     $136,562     $ 80,092
Pro Forma Financial Information
  (unaudited)(a):
     Average Pittston Brink's Group Common
       Shares outstanding(a)................      37,784       36,907       37,081       37,284       37,282
     Pittston Brink's Group Common Shares
       outstanding(a).......................      41,595       41,429       40,533       37,317       37,278
Per Pittston Brink's Group Common Share(a):
     Income before extraordinary credit and
       cumulative effect of accounting
       changes..............................    $   1.10(b)  $    .86(b)  $    .65(b)  $    .40     $    .35
     Extraordinary credit...................       --           --           --           --             .15
     Cumulative effect of accounting
       changes..............................       --           --           --            (.03)(c)    --
     Net income.............................        1.10(b)       .86(b)       .65(b)       .37          .50
     Cash dividends.........................         .09          .09          .07          .05          .05
     Book value.............................    $   5.70     $   4.66     $   4.03     $   3.66     $   2.15

- ------------
 
 (a) All share and per share data presented assume the completion of the Brink's
     Stock  Proposal  transaction.  The number  of  shares of  Brink's  Stock is
     assumed to  be the  same as  the total  corresponding number  of shares  of
     Services  Stock. Shares outstanding at the end of the period include shares
     outstanding under the Company's Employee Benefits Trust of 3,628 shares and
     3,788 shares  at  September 30,  1995  and 1994,  respectively,  and  3,779
     shares,  3,854 shares and 3,951 shares at December 31, 1994, 1993 and 1992,
     respectively. Average  shares  outstanding  do not  include  these  shares.
     Dividends  paid by the Company have been attributed to the Pittston Brink's
     Group in relation to the initial dividend to be paid on the Brink's  Stock.
     Book value per share is calculated based on the number of shares assumed to
     be outstanding at the end of the period, excluding shares outstanding under
     the Company's Employee Benefits Trust.
 
 (b) As  of  January 1,  1992, Brink's  Home Security,  Inc. ('BHS')  elected to
     capitalize categories of costs not previously capitalized for home security
     installations to more accurately reflect subscriber installation costs. The
     effect of this change in accounting principle was to increase income before
     extraordinary credit and  cumulative effect of  accounting changes and  net
     income by $1,926 or $.05 per share in the first nine months of 1995, $1,872
     or  $.05 per  share in the  first nine months  of 1994, $2,486  or $.07 per
     share in 1994,  $2,435 or $.07  per share in  1993 and $2,596  or $.07  per
     share in 1992.
 
 (c) As  of January  1, 1991,  the Pittston  Brink's Group  adopted Statement of
     Financial  Accounting  Standards  No.   106,  'Employers'  Accounting   for
     Postretirement  Benefits Other  Than Pensions', and  Statement of Financial
     Accounting Standards No. 109, 'Accounting for Income Taxes'.
 
                                       17

                           PITTSTON BURLINGTON GROUP
                            SELECTED FINANCIAL DATA
 
     The following Selected Financial Data reflect the results of operations and
financial  position of the  businesses which comprise  Pittston Burlington Group
and should be read in connection with the Pittston Burlington Group's  financial
statements  set  forth in  Annex VII  hereto. The  financial information  of the
Pittston Burlington Group,  Pittston Brink's Group  and Pittston Minerals  Group
supplements  the consolidated  financial information  of the  Company and, taken
together, includes all  accounts which comprise  the corresponding  consolidated
financial information of the Company.
 
FIVE YEARS IN REVIEW

                                                                                           NINE MONTHS ENDED
                                                                                              SEPTEMBER 30
                                                                                        ------------------------
                                                                                           1995           1994
                                                                                        ----------      --------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)                                                      (UNAUDITED)
                                                                                                  
Sales and Income:
     Operating revenues..............................................................   $1,031,687      $875,675
     Income (loss) before extraordinary credit and cumulative effect of accounting
      changes........................................................................       22,582        28,286
     Extraordinary credit............................................................       --             --
     Cumulative effect of accounting changes.........................................       --             --
     Net income......................................................................   $   22,582      $ 28,286
Financial Position:
     Net property, plant and equipment...............................................   $   66,086      $ 40,192
     Total assets....................................................................      582,326       490,114
     Long-term debt, less current maturities.........................................       50,733        41,881
     Shareholder's equity............................................................   $  261,781      $231,633
Pro Forma Financial Information (unaudited)(a):
     Average Pittston Burlington Group Common Shares outstanding(a)..................       18,957        18,879
     Pittston Burlington Group Common Shares outstanding(a)..........................       20,787        20,842
Per Pittston Burlington Group Common Share(a):
     Income (loss) before extraordinary credit and cumulative effect of accounting
      changes........................................................................   $     1.19      $   1.50
     Extraordinary credit............................................................       --             --
     Cumulative effect of accounting changes.........................................       --             --
     Net income......................................................................         1.19          1.50
     Cash dividends..................................................................          .17           .17
     Book value......................................................................   $    13.80      $  12.22

                                       18

                           PITTSTON BURLINGTON GROUP
                      SELECTED FINANCIAL DATA (CONTINUED)
 
FIVE YEARS IN REVIEW

                                                                      YEAR ENDED DECEMBER 31
                                                   ------------------------------------------------------------
                                                      1994         1993        1992        1991          1990
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)           ----------    --------    --------    --------      --------
                                                                                        
Sales and Income:
     Operating revenues.........................   $1,215,284    $998,079    $900,347    $830,955      $823,588
     Income (loss) before extraordinary credit
       and cumulative effect of accounting
       changes..................................       38,356      15,476       3,324       5,922        (1,391)
     Extraordinary credit.......................       --           --          --          --            5,573
     Cumulative effect of accounting changes....       --           --          --          1,330(b)      --
     Net income.................................   $   38,356    $ 15,476    $  3,324    $  7,252      $  4,182
Financial Position:
     Net property, plant and equipment..........   $   44,442    $ 31,100    $ 27,088    $ 29,169      $ 32,112
     Total assets...............................      521,516     432,236     424,023     413,864       425,018
     Long-term debt, less current maturities....       41,906      45,460      68,474      43,551        69,584
     Shareholder's equity.......................   $  240,880    $203,150    $181,576    $223,251      $277,766
Pro Forma Financial Information (unaudited)(a):
     Average Pittston Burlington Group Common
       Shares outstanding(a)....................       18,892      18,454      18,541      18,642        18,641
     Pittston Burlington Group Common Shares
       outstanding(a)...........................       20,798      20,715      20,267      18,659        18,639
Per Pittston Burlington Group Common Share(a):
     Income (loss) before extraordinary credit
       and cumulative effect of accounting
       changes..................................   $     2.03    $    .84    $    .18    $    .32      $   (.07)
     Extraordinary credit.......................       --           --          --          --              .29
     Cumulative effect of accounting changes....       --           --          --            .07(b)      --
     Net income.................................         2.03         .84         .18         .39           .22
     Cash dividends.............................          .22         .21         .17         .13           .13
     Book value.................................   $    12.74    $  10.81    $   9.93    $  11.96      $  14.90

- ------------
 
 (a) All share and per share data presented assume the completion of the Brink's
     Stock  Proposal transaction.  The number of  shares of  Burlington Stock is
     assumed to  be one-half  of the  number of  shares of  the Services  Stock.
     Shares  outstanding at  the end  of the  period include  shares outstanding
     under the  Company's Employee  Benefits  Trust of  1,814 shares  and  1,894
     shares  at September  30, 1995  and 1994,  respectively, and  1,890 shares,
     1,927 shares  and  1,976  shares  at December  31,  1994,  1993  and  1992,
     respectively.  Average  shares  outstanding do  not  include  these shares.
     Dividends paid  by  the  Company  have  been  attributed  to  the  Pittston
     Burlington  Group in  relation to  the initial dividend  to be  paid on the
     Burlington Stock. Book value per share is calculated based on the number of
     shares assumed to be outstanding at the end of the period, excluding shares
     outstanding under the Company's Employee Benefits Trust.
 
 (b) As of January 1, 1991, the  Pittston Burlington Group adopted Statement  of
     Financial   Accounting  Standards  No.   106,  'Employers'  Accounting  for
     Postretirement Benefits Other  Than Pensions', and  Statement of  Financial
     Accounting Standards No. 109, 'Accounting for Income Taxes'.
 
                                       19

                     THE PITTSTON COMPANY AND SUBSIDIARIES
                            SELECTED FINANCIAL DATA
 
     The following Selected Financial Data reflect the results of operations and
financial  position of the  businesses which comprise the  Company and should be
read in connection with the Company's financial statements set forth in Annex IX
hereto. The  financial  information  of the  Pittston  Brink's  Group,  Pittston
Burlington  Group  and  Pittston  Minerals  Group  supplements  the consolidated
financial information of the Company and, taken together, includes all  accounts
which  comprise  the  corresponding consolidated  financial  information  of the
Company.
 
FIVE YEARS IN REVIEW

                                                                                     NINE MONTHS ENDED SEPTEMBER 30
                                                                              --------------------------------------------
                                                                                      1995                    1994
                                                                              --------------------    --------------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)                                                      (UNAUDITED)

Sales and Income:
     Net sales and operating revenues......................................        $2,163,304              $1,941,149
     Income (loss) before extraordinary credit and cumulative effect of
       accounting changes..................................................            68,272 (b)              (4,320)(b)
     Extraordinary credit..................................................         --                      --
     Cumulative effect of accounting changes...............................         --                      --
     Net income (loss).....................................................        $   68,272 (b)          $   (4,320)(b)
Financial Position:
     Net property, plant and equipment.....................................        $  468,960              $  430,787
     Total assets..........................................................         1,797,748               1,685,483
     Long-term debt, less current maturities...............................           141,804                 128,314
     Shareholders' equity..................................................        $  495,384              $  419,313
Average Common Shares Outstanding(a):
     Pittston Services Group...............................................            37,914                  37,757
     Pittston Minerals Group...............................................             7,781                   7,578
Per Pittston Services Group Common Share(a):
     Income before extraordinary credit and cumulative effect of accounting
       changes.............................................................        $     1.55 (b)          $     1.50 (b)
     Extraordinary credit..................................................         --                      --
     Cumulative effect of accounting changes...............................         --                      --
     Net income............................................................              1.55 (b)                1.50 (b)
     Cash dividends........................................................               .15                     .15
     Book value............................................................        $    13.35 (c)          $    11.49 (c)
Per Pittston Minerals Group Common Share(a):
     Income (loss) before extraordinary credit and cumulative effect of
       accounting changes..................................................        $     1.01              $    (8.44)
     Extraordinary credit..................................................         --                      --
     Cumulative effect of accounting changes...............................         --                      --
     Net income (loss).....................................................              1.01                   (8.44)
     Cash dividends........................................................             .4875                   .4875
     Book value............................................................        $    (9.83)(c)          $   (11.73)(c)

                                       20

                     THE PITTSTON COMPANY AND SUBSIDIARIES
                      SELECTED FINANCIAL DATA (CONTINUED)
 
FIVE YEARS IN REVIEW

                                                                       YEAR ENDED DECEMBER 31
                                           ------------------------------------------------------------------------------
                                              1994             1993             1992             1991             1990
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)   ----------       ----------       ----------       ----------       ----------
                                                                                                
Sales and Income:
     Net sales and operating revenues...   $2,667,275       $2,256,121       $2,073,041       $1,884,408(a)    $1,806,050
     Income (loss) before extraordinary
       credit and cumulative effect of
       accounting changes...............       26,897(b)        14,146(b)        49,087(b)       (28,835)          46,192
     Extraordinary credit...............       --               --               --               --               14,876
     Cumulative effect of accounting
       changes..........................       --               --               --             (123,017)(d)       --
     Net income (loss)..................   $   26,897(b)    $   14,146(b)    $   49,087(b)    $ (151,852)      $   61,068
Financial Position:
     Net property, plant and
       equipment........................   $  445,834       $  369,821       $  376,872       $  332,232       $  319,348
     Total assets.......................    1,737,778        1,361,501        1,322,288        1,240,085        1,120,471
     Long-term debt, less current
       maturities.......................      138,071           58,388           91,208           71,962          110,709
     Shareholders' equity...............   $  477,815       $  353,512       $  341,460       $  316,515       $  479,732
Average Common Shares Outstanding(a):
     Pittston Services Group............       37,784           36,907           37,081           37,284           37,282
     Pittston Minerals Group............        7,594            7,381            7,416            7,457            7,456
Per Pittston Services Group Common
  Share(a):
     Income before extraordinary credit
       and cumulative effect of
       accounting changes...............   $     2.11(b)    $     1.28(b)    $      .74(b)    $      .56       $      .31
     Extraordinary credit...............       --               --               --               --                  .30
     Cumulative effect of accounting
       changes..........................       --               --               --                  .01(d)        --
     Net income.........................         2.11(b)          1.28(b)           .74(b)           .57              .61
     Cash dividends.....................          .20            .1909            .1515            .1212            .1212
     Book value.........................   $    12.07(c)    $    10.07(c)    $     9.00(c)    $     9.64       $     9.60
Per Pittston Minerals Group Common
  Share(a):
     Income (loss) before extraordinary
       credit and cumulative effect of
       accounting changes...............   $    (7.50)      $    (4.47)      $     2.94       $    (6.66)      $     4.63
     Extraordinary credit...............       --               --               --               --                  .50
     Cumulative effect of accounting
       changes..........................       --               --               --               (16.54)(c)       --
     Net income (loss)..................        (7.50)           (4.47)            2.94           (23.20)            5.13
     Cash dividends.....................          .65            .6204            .4924            .3939            .3939
     Book value.........................   $   (10.74)(c)   $    (3.31)(c)   $     1.68(c)    $    (5.80)      $    16.35

                                       21

 
 (a) For purposes of computing net income (loss) per common share and book value
     per share for Pittston Services Group  and Pittston Minerals Group for  the
     periods  prior to July 1,  1993, the number of  shares of Services Stock is
     assumed to be the same as the  total corresponding number of shares of  the
     Company's  common stock. The number of  shares of Minerals Stock is assumed
     to equal one-fifth of the number of shares of the Company's common stock.
 
     The initial dividends on the Services Stock and Minerals Stock were paid on
     September 1, 1993.  Dividends paid  by the  Company prior  to September  1,
     1993,  have been attributed to the  Pittston Services and Pittston Minerals
     Groups in relation to the initial dividends paid on the Services Stock  and
     Minerals Stock.
 
 (b) As  of January 1, 1992,  BHS elected to capitalize  categories of costs not
     previously capitalized for home  security installations to more  accurately
     reflect  subscriber  installation  costs.  The  effect  of  this  change in
     accounting principle  was to  increase income  (loss) before  extraordinary
     credit and cumulative effect of accounting changes and net income (loss) of
     the  Company and the Pittston Services Group by $1,926 or $.05 per share of
     Services Stock in the first nine months  of 1995, $1,872 or $.05 per  share
     of  Services Stock  in the first  nine months  of 1994, $2,486  or $.07 per
     share of Services Stock in 1994, $2,435 or $.07 per share of Services Stock
     in 1993 and $2,596 or $.07 per share of Services Stock in 1992.
 
 (c) Calculated based on  the number  of shares outstanding  at the  end of  the
     period,  excluding shares outstanding under the Company's Employee Benefits
     Trust.
 
 (d) As  of  January  1,  1991,  the  Company  adopted  Statement  of  Financial
     Accounting  Standards  No. 106,  'Employers' Accounting  for Postretirement
     Benefits Other  Than  Pensions',  and  Statement  of  Financial  Accounting
     Standards No. 109, 'Accounting for Income Taxes'.
 
                                       22

                                    GENERAL
 
     This  statement is  furnished in  connection with  the solicitation  by the
Board of proxies from  holders of Services Stock,  Minerals Stock and  Preferred
Stock to be voted at the Special Meeting of Shareholders to be held on Thursday,
January  18,  1996,  at  3:00  p.m., Eastern  Standard  Time,  in  the Company's
executive  offices,  Seventh   Floor,  100  First   Stamford  Place,   Stamford,
Connecticut  (and at any adjournment thereof) for  the purposes set forth in the
accompanying Notice of the Meeting.

     On December 11, 1995, the Company had outstanding 41,573,743 shares of  its
Services Stock, 8,405,908 shares of its Minerals Stock and 136,280 shares of its
Preferred  Stock, the holders (or beneficial owners in the case of the Preferred
Stock) of each being entitled to one vote per share on all matters.

     The close of business on  December 11, 1995, has  been fixed as the  record
date  for determining the shareholders entitled to  notice of and to vote at the
Meeting, and only shareholders of record at  the close of business on that  date
will  be entitled to vote at the Meeting and any adjournment thereof. This Proxy
Statement and the accompanying  form of proxy are  being mailed to  shareholders
commencing on or about December 15, 1995. The address of the principal executive
offices  of the Company is 100 First  Stamford Place, P.O. Box 120070, Stamford,
Connecticut 06912-0070.
 
     The Brink's Stock Proposal is the  only matter which will be presented  for
consideration  at the Meeting. As  to any other business  that may properly come
before the Meeting, it  is intended that  proxies in the  enclosed form will  be
voted  in respect thereof in  accordance with the judgment  of the person voting
the proxies.
 
     The Company's  bylaws  provide  that  the chairman  of  the  Meeting  shall
determine  the  order  of business  at  the  Meeting and  the  voting  and other
procedures to be  observed. The chairman  is authorized to  declare whether  any
business  has been properly brought before the Meeting and business not properly
brought before the Meeting may not be transacted.
 
     The shares represented by proxies solicited  by the Board will be voted  in
accordance  with the recommendations of the  Board unless otherwise specified in
the proxy, and where the person solicited specifies a choice with respect to any
matter to  be acted  upon,  the shares  will be  voted  in accordance  with  the
specification so made. A shareholder may appoint a person as proxy pursuant to a
proxy  in a form different from that  enclosed, provided such proxy is otherwise
in proper form.
 
     The enclosed proxy is  revocable at any  time prior to  its being voted  by
filing  an instrument  of revocation  or a duly  executed proxy  bearing a later
date. A proxy may  also be revoked  by attendance at the  Meeting and voting  in
person. Attendance at the Meeting will not by itself constitute a revocation.

     Votes  cast by shareholders  will be treated  as confidential in accordance
with a policy approved by  the Board. Shareholder votes  at the Meeting will  be
tabulated by the Company's transfer agent, Chemical Mellon Shareholder Services,
L.L.C.

                           THE BRINK'S STOCK PROPOSAL
 
GENERAL
 
     The  Brink's Stock Proposal will be presented  to the Meeting by the Board.
Under the requirements of the Virginia  Stock Corporation Act and the  Company's
Restated  Articles of Incorporation the Brink's  Stock Proposal must receive the
affirmative vote  of (1)  holders of  a majority  of the  outstanding shares  of
Services Stock and Minerals Stock voting together as a single class; (2) holders
of  a majority of  the outstanding shares  of Services Stock  voting as a single
class; (3) holders  of two-thirds of  the outstanding shares  of Minerals  Stock
voting  as  a single  class;  and (4)  beneficial owners  of  a majority  of the
outstanding shares of Preferred Stock voting as a single class. Abstentions  and
Broker  Shares voted as to any matter  presented at the Meeting will be included
in determining the number of votes present or represented at the meeting. Broker
Shares that are not  voted on any  matter presented at the  Meeting will not  be
included  in  determining the  number of  shares present  or represented  at the
Meeting and will have the effect of a negative vote as to such matter.
 
     The holders of Services Stock, Minerals Stock and Preferred Stock are being
asked  to  consider  the  Brink's  Stock  Proposal  which,  if  approved,  would
constitute (a) the adoption of certain amendments to
 
                                       23

the Articles of Incorporation (a copy of which Articles of Amendment are annexed
to  this  Proxy  Statement as  Annex  II)  increasing the  number  of  shares of
authorized common  stock  of  the  Company from  120  million  to  170  million,
consisting  of  100  million  shares  of Brink's  Stock,  50  million  shares of
Burlington Stock and  20 million  shares of Minerals  Stock, redesignating  each
outstanding  share of Services Stock as one share of Brink's Stock, establishing
the preferences, limitations and relative rights of Brink's Stock and Burlington
Stock and modifying certain provisions of the Preferred Stock to conform to  the
existence of the Brink's Stock and the Burlington Stock; (b) the approval of the
distribution  of one-half of one share  of Burlington Stock for each outstanding
share of  Services Stock;  (c) certain  adjustments to  the current  voting  and
liquidation  rights  of Minerals  Stock intended  to assure  their proportionate
continuation immediately following  implementation of the  proposal and (d)  the
adoption  of certain related amendments to,  and the approval of certain actions
adjusting, the Company's stock option and employee benefit plans and outstanding
stock options.
 
     Subject to  approval of  the Brink's  Stock Proposal  by shareholders,  the
Board  has authorized the distribution of  Burlington Stock to holders of record
of outstanding Services Stock at the close of business on the Effective Date  on
the  basis  of one-half  of  one share  of Burlington  Stock  for each  share of
outstanding Services Stock. Such distribution ratio was determined by the  Board
in  consultation  with  CS First  Boston  Corporation ('CS  First  Boston'), the
Company's financial advisor in connection  with the Brink's Stock Proposal.  The
methodology  used to determine an appropriate distribution ratio assumed, first,
that one share of Burlington Stock would be distributed in respect of a  certain
number of full shares of Brink's Stock (which in turn was based on redesignating
the  Services Stock as Brink's  Stock on a one-for-one  basis). Second, CS First
Boston pointed out the desirability of having a liquid trading market for shares
of Burlington Stock and, hence, of distributing a sufficient number of shares of
Burlington Stock which would be consistent  with a trading range that would  not
involve  legal  or policy  inhibitions  on institutional  investors  relating to
low-priced equity shares, i.e.,  shares trading in  single digit dollar  amounts
per  share. Third, using  the accounting policies and  attribution of assets and
liabilities described elsewhere  in the Proxy  Statement, the Company  estimated
the  net income of Pittston  Burlington Group for 1995.  Fourth, CS First Boston
determined the range of then current price-earnings multiples for  publicly-held
air  freight  and  logistics  management  services  companies  considered  to be
comparable to Pittston Burlington Group. Finally, such estimated net income  was
multiplied  by such range of multiples to determine a range of numbers of shares
that would be consistent with the criteria set forth above.
 
     The Company's estimate of the net  income of Pittston Burlington Group  for
1995  is inherently subject  to numerous uncertainties  affecting its predictive
value. Significant  economic  and competitive  uncertainties  and  contingencies
which  are beyond  the Company's  control may well  cause the  actual results of
Pittston Burlington Group for 1995 to be higher or lower than the estimate  used
for  this purpose. Moreover, the range  of implied price-earnings multiples used
is also subject to numerous uncertainties, and actual multiples could be subject
to change as a result of governmental fiscal and monetary policies, competitors'
actions and  other events  affecting  not only  the  air freight  and  logistics
management  services  industry  but  also  the  economy  and  financial  markets
generally. SHAREHOLDERS SHOULD  NOT, THEREFORE, RELY  ON THE DISTRIBUTION  RATIO
SELECTED AS ANY ASSURANCE THAT THE OBJECTIVES SOUGHT TO BE ACHIEVED WILL IN FACT
BE  REALIZED.  See  'Risk  Factors  -- No  Prior  Market  for  Brink's  Stock or
Burlington Stock; Relative Prices to be Determined by the Market'.
 
     CS First Boston advised the Company generally with regard to the terms  and
structure  of the  Brink's Stock Proposal,  and outlined the  steps necessary to
implement the transaction. See ' Reasons for the Brink's Stock Proposal'.
 
     IF THE BRINK'S STOCK PROPOSAL IS NOT ADOPTED BY THE SHAREHOLDERS,  SERVICES
STOCK  WILL NOT BE REDESIGNATED  AS BRINK'S STOCK, BURLINGTON  STOCK WILL NOT BE
CREATED AND DISTRIBUTED, NO AMENDMENTS TO THE ARTICLES OF INCORPORATION WILL  BE
MADE,  THE RELATED STOCK OPTION AND EMPLOYEE BENEFIT PLANS AND OUTSTANDING STOCK
OPTIONS WILL NOT BE AMENDED OR  ADJUSTED PURSUANT TO THE BRINK'S STOCK  PROPOSAL
AND THE
 
                                       24

DIVIDEND  POLICY  CONTEMPLATED  BY  THE  BRINK'S  STOCK  PROPOSAL  WILL  NOT  BE
IMPLEMENTED.
 
     If the  Brink's Stock  Proposal  is approved  by  the shareholders  at  the
Meeting on Thursday, January 18, 1996, the Company anticipates that the Articles
of  Amendment  will  be  filed  and become  effective  on  that  date,  and that
certificates representing Burlington Stock  will be mailed promptly  thereafter.
On  the Effective  Date, certificates  formerly representing  shares of Services
Stock that are held by shareholders will be deemed to represent an equal  number
of  shares of  Brink's Stock.  New certificates  representing shares  of Brink's
Stock will be issued in replacement of certificates formerly representing shares
of Services Stock as such certificates are received and canceled by the transfer
agent as  a result  of  trading activities.  At any  time  prior to  filing  the
Articles  of  Amendment  with  the  State  Corporation  Commission  of Virginia,
including after  adoption by  the shareholders  of the  Company, the  Board  may
abandon  the Brink's Stock Proposal  in whole, but not  in part, without further
action by the shareholders.
 
     Fractional  shares  of  Burlington  Stock   will  not  be  issued  in   the
distribution.  If more  than one  share of  Services Stock  is held  by the same
holder of record, the Company will aggregate the number of shares of  Burlington
Stock issuable to such holder upon such distribution (including any fractions of
shares).  If the number of shares of Burlington Stock to be issued to any holder
of record of Services Stock  includes a fraction of  a whole share, the  Company
will  pay the cash value of such fractional share, within 60 trading days of the
Effective Date, based  upon the  average of  the high  and low  sales prices  of
Burlington  Stock during  the first three  trading days  following the Effective
Date. Shareholders who  own their  stock beneficially through  brokers or  other
nominees  listed as holders of record  will have their fractional shares handled
according to the practices of  such broker or nominee  which may result in  such
shareholders  receiving a price which is higher  or lower than the price paid by
the Company to holders of record.  If the necessary trading of Burlington  Stock
does  not occur within 20 trading days  after the Effective Date, the Board will
determine the fair value  of a share  of Burlington Stock and  the amount to  be
paid in lieu of fractional shares.
 
     Authorized  but unissued shares of Brink's  Stock and Burlington Stock will
be available  for  issuance from  time  to time  by  the Board  for  any  proper
corporate  purpose, which could  include raising capital,  payment of dividends,
providing compensation  or  benefits  to employees  or  acquiring  companies  or
businesses.  The  issuance  of  such  additional  shares  of  Brink's  Stock  or
Burlington Stock would  not be subject  to approval by  the shareholders of  the
Company  unless deemed  advisable by the  Board or required  by applicable laws,
regulations or stock exchange listing requirements.
 
     If the Brink's Stock Proposal is  approved, the Company will set forth  the
amount  of outstanding Brink's Stock, Burlington Stock and Minerals Stock in its
periodic reports on Forms 10-K and 10-Q  filed pursuant to the Exchange Act  and
will  disclose in its proxy statements the  number of outstanding shares and per
share voting  rights of  Brink's  Stock, Burlington  Stock and  Minerals  Stock.
Certain  holders of Brink's  Stock and certain holders  of Burlington Stock will
have reporting obligations under Sections 13 and  16 of the Exchange Act (as  do
certain  present holders  of Minerals Stock).  Executive compensation disclosure
will continue to be provided by the  Company in its annual proxy statements  for
its  five highest paid executive officers; additional disclosure of compensation
of other  officers principally  connected with  either Pittston  Brink's  Group,
Pittston Burlington Group or Pittston Minerals Group will not be provided.
 
REASONS FOR THE BRINK'S STOCK PROPOSAL
 
     In  mid-1995, the Board authorized management to explore a plan intended to
provide holders  of  Services  Stock with  separate  securities  reflecting  the
different  business  activities  of  the  Pittston  Services  Group.  The  Board
initially considered  various  aspects of  the  Brink's Stock  Proposal  at  its
meeting  on May 5,  1995. The subject was  also discussed on  July 7, 1995, and,
having reviewed extensive background materials in advance of such meeting, again
on September 15, 1995.
 
     The Company  believes that,  by implementing  the Brink's  Stock  Proposal,
shareholder  value  can be  enhanced because  values  inherent in  the Company's
higher growth security services  and home security  businesses, as suggested  by
higher  relative price-earnings multiples typically  associated with high growth
 
                                       25

businesses,  could  be  realized  through  the  creation  of  separately  traded
securities,  one of  which will  be linked to  the performance  of the Company's
security  services  and  home  security  businesses.  The  other  security  will
represent  a  targeted  investment  in  the  global  freight  transportation and
logistics management services  business which  the Company believes  could be  a
unique  publicly traded  security. The Brink's  Stock Proposal  also preserves a
single corporate  form, permitting  the  Company to  enjoy lower  borrowing  and
operating  costs  than  would  three  separate  entities,  while  preserving the
Company's ability to engage in additional restructuring options at such time  as
these  options may  become desirable. However,  since holders of  shares of each
Group will continue to be shareholders of the Company, the performance of  which
will be affected by the performance of each Group, poor performance by one Group
can  adversely affect the performance of the  stock of the other Groups. Brink's
Stock and Burlington Stock are designed  to reflect the separate performance  of
the  Company's security  services and home  security businesses, in  the case of
Brink's Stock, and  its global freight  transportation and logistics  management
services  businesses, in  the case of  Burlington Stock, and  provide holders of
Services Stock with an  opportunity to separately evaluate  and invest in  each.
Holders  of Services Stock  would have the  ability to retain  or sell either or
both securities depending on their investment objectives. The proposal does  not
preclude  further  restructuring steps  should  the Board  consider  such action
desirable. There  are not  any  operations or  business activities  included  in
Pittston  Brink's Group,  Pittston Burlington  Group or  Pittston Minerals Group
which, in the judgment  of the Board, lend  themselves to further separation  at
this time. Careful studies would be required to determine whether at some future
time  any  operations included  in Pittston  Brink's Group,  Pittston Burlington
Group or Pittston Minerals Group could lend themselves to separation by  spinoff
or otherwise.
 
     In  arriving at its recommendation and determination that the Brink's Stock
Proposal is in the best interests of the Company and its shareholders, the Board
considered the advice and assistance of its financial and legal advisors.  Among
the principal factors considered by the Board were the following:
 
     (1) separate  equity  securities would  enable investors  to gain  a better
         understanding of Pittston Brink's Group and Pittston Burlington  Group,
         and  the separate reporting  of their results  would create a framework
         for  increased  and  more  focused  equity  research  coverage  by  the
         investment community;
 
     (2) separate  equity securities could afford increased flexibility to raise
         capital and/or make acquisitions for each Group with an equity security
         related specifically to that Group;
 
     (3) separate equity securities  would provide a  framework for  structuring
         employee  incentive plans for employees of  each Group that can be tied
         directly to both the business  results and the stock price  performance
         of the Group in which they were employed;
 
     (4) the  Brink's Stock Proposal is designed  to avoid any adverse effect on
         the holders of either Minerals Stock or the Preferred Stock;
 
     (5) counsel advised that the distribution  of Burlington Stock to  Services
         Stock shareholders could be effected tax-free and without the necessity
         of any actual transfer of assets and liabilities; and
 
     (6) the  Brink's Stock Proposal would retain  for the Board the flexibility
         to consider possible future restructuring options.
 
RECOMMENDATION OF THE BOARD
 
     THE BOARD HAS UNANIMOUSLY APPROVED THE BRINK'S STOCK PROPOSAL AND  BELIEVES
THAT  ITS  ADOPTION  IS  IN  THE  BEST INTERESTS  OF  THE  COMPANY  AND  ALL ITS
SHAREHOLDERS. ACCORDINGLY, THE  BOARD RECOMMENDS THAT  ALL SHAREHOLDERS VOTE  IN
FAVOR OF THE ADOPTION OF THE PROPOSAL.
 
RISK FACTORS
 
  Financial Impacts of One Group Could Affect the Other Groups
 
     If  the Brink's  Stock Proposal  is approved,  the Company  will provide to
holders of Brink's  Stock and  Burlington Stock  separate financial  statements,
Management's Discussions and Analyses,
 
                                       26

descriptions  of business  and other  relevant information  for Pittston Brink's
Group  and  Pittston   Burlington  Group,   respectively.  Notwithstanding   the
attribution  of corporate assets and  liabilities between Pittston Brink's Group
and Pittston  Burlington Group  for the  purpose of  preparing their  respective
financial  statements,  the  change  in the  capital  structure  of  the Company
contemplated by the Brink's  Stock Proposal will not  result in any transfer  of
assets  or liabilities of  the Company or  any of its  subsidiaries. The Brink's
Stock Proposal will  not affect  the rights of  holders of  indebtedness of  the
Company  or any of its subsidiaries. The  Brink's Stock Proposal will not affect
the rights  of holders  of the  Company's Preferred  Stock except  that, if  any
shares  of Preferred Stock are converted after an exchange of Minerals Stock for
Brink's Stock,  the  holder  of  such shares  of  Preferred  Stock  would,  upon
conversion,  receive shares of Brink's Stock in lieu of shares of Minerals Stock
upon such conversion. Although Brink's  Stock and Burlington Stock will  reflect
the  operations  of  Pittston  Brink's  Group  and  Pittston  Burlington  Group,
respectively, and  Minerals Stock  will continue  to reflect  the operations  of
Pittston Minerals Group, holders of Brink's Stock, Burlington Stock and Minerals
Stock will be shareholders of the Company, which will continue to be responsible
for  all  its  liabilities. Moreover,  an  event affecting  either  the Pittston
Brink's Group  or  the Pittston  Burlington  Group  which might  not  have  been
material  to the Pittston Services  Group could now be  material with respect to
that Group and could adversely affect that Group's results of operations.  Since
financial  developments  within  the  one Group  can  affect  other  Groups, all
shareholders of the Company  could be adversely affected  by any such event.  In
addition, any net losses of Pittston Brink's Group, Pittston Burlington Group or
Pittston  Minerals Group will reduce the  legally available funds of the Company
available for the  payment of  dividends on  each of  Brink's Stock,  Burlington
Stock  and Minerals Stock. Accordingly, the financial information of each of the
Groups should be read in  conjunction with the Company's consolidated  financial
information.
 
     HOLDERS  OF  BRINK'S STOCK,  BURLINGTON STOCK  AND  MINERALS STOCK  WILL BE
SHAREHOLDERS OF THE COMPANY,  WHICH WILL CONTINUE TO  BE RESPONSIBLE FOR ALL  OF
ITS  LIABILITIES. RISKS ASSOCIATED WITH THE COMPANY AS A WHOLE WILL THEREFORE BE
RISKS BORNE BY HOLDERS  OF BRINK'S STOCK, BURLINGTON  STOCK AND MINERALS  STOCK.
FOR  THIS REASON, CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY WILL CONTINUE
TO BE PUBLISHED AND DISTRIBUTED.
 
     Most financial  activities are  managed  by the  Company on  a  centralized
consolidated  basis. Changes in the Company's total  debt that are caused by the
cash flows of one  Group could affect the  weighted average interest rate  which
will  be used to charge  interest expense to all  Groups having attributed debt,
and to that extent could affect the interest expense charged to the other Groups
in respect of their attributed debt. In obtaining financing through increases of
its attributed debt, one Group could  receive a 'benefit' or 'detriment' to  the
extent  that such weighted  average rate is lower  or higher, respectively, than
the 'market' rate for a hypothetical borrowing by such Group if such Group  were
a  separate  corporation.  The  Company will  continue  to  prepare consolidated
financial statements and also provide such consolidated financial statements  to
the holders of Brink's Stock, Burlington Stock and Minerals Stock. The Company's
consolidated  financial  information must  be read  in connection  with Pittston
Brink's Group's,  Pittston  Burlington  Group's  and  Pittston  Mineral  Group's
financial  information. See 'Accounting Matters  and Policies', Pittston Brink's
Group's Financial Statements and Notes thereto and 'Management's Discussion  and
Analysis  of Results of Operations and Financial Condition' in Annex V, Pittston
Burlington Group's  Financial Statements  and  Notes thereto  and  'Management's
Discussion  and Analysis  of Results of  Operations and  Financial Condition' in
Annex VII, Pittston Minerals Group's Financial Statements and Notes thereto  and
'Management's  Discussion and  Analysis of  Results of  Operations and Financial
Condition'  incorporated  by  reference   herein  and  Pittston's   Consolidated
Financial Statements and Notes thereto and 'Management's Discussion and Analysis
of Results of Operations and Financial Condition' in Annex IX.
 
 No Prior Market for Brink's Stock or Burlington Stock; Relative Prices to be
  Determined by the Market
 
     Although  Services Stock  has been publicly  traded on the  NYSE since July
1993, there has  been no  prior market for  either Brink's  Stock or  Burlington
Stock. As a result, there can be no assurance as to the liquidity of the trading
markets  that will  develop for  Brink's Stock or  Burlington Stock  or that the
 
                                       27

combined market values of Brink's Stock and Burlington Stock held by a holder of
Services Stock will equal or exceed the  market value of Services Stock held  by
such  shareholder prior  to the Company's  announcement of  the Transaction, and
such combined market  values could be  less than such  market value of  Services
Stock. See 'Price Range of Services Stock and Minerals Stock and Dividends'.
 
     Until  an orderly market  develops for Brink's  Stock and Burlington Stock,
their respective trading prices may fluctuate significantly. The prices at which
Brink's Stock  and Burlington  Stock trade  will be  determined in  the  trading
markets  and  may  be influenced  by  many factors,  including  the consolidated
financial results of  the Company,  the performance of  Pittston Brink's  Group,
Pittston  Burlington Group and Pittston  Minerals Group, investors' expectations
for the Company and each Group,  trading volume and general economic and  equity
market  conditions. There  is no assurance  that investors will  assign value to
Brink's Stock and Burlington Stock based on their respective reported  financial
results  and fundamental  operating prospects.  In addition,  the Company cannot
predict the impact on the market values of Brink's Stock and Burlington Stock of
certain terms  of  those securities,  such  as the  ability  of the  Company  to
exchange outstanding shares of Burlington Stock for shares of Brink's Stock, the
discretion  of the  Board to  make various  determinations affecting  one or the
other classes of common stock  or the impact on  the market value of  Burlington
Stock  of its lesser aggregate  voting power relative to  that of Brink's Stock.
See 'Risk Factors  -- Fiduciary  Duties of  the Board;  No Definitive  Precedent
Under  Virginia Law' and ' -- Voting Power, Effects on Holders of Brink's Stock,
Burlington Stock and Minerals Stock'.
 
  Voting Power; Effects on Holders of Brink's Stock, Burlington Stock and
Minerals Stock
 
     The voting rights of Brink's Stock and Burlington Stock are described below
under  'Description   of   Brink's   Stock,  Burlington   Stock   and   Minerals
Stock -- Voting'. In general, the holders of Brink's Stock, Burlington Stock and
Minerals  Stock vote  together as  a single voting  group, except  as to certain
mergers and statutory share exchanges and to certain amendments to the  Articles
of  Incorporation  affecting,  among  other  things,  the  designation,  rights,
preferences or  limitations  of one  class  of common  stock,  in which  case  a
separate  vote  of the  particular  voting group  affected  by any  such merger,
statutory share exchange or amendment would also be required. Accordingly, if  a
separate  vote by  the holders  of Brink's  Stock, Burlington  Stock or Minerals
Stock is  not required  and  if the  Board does  not  require a  separate  vote,
shareholder  action could  be taken  upon receiving  an affirmative  vote of the
holders of the majority of the  outstanding shares of Brink's Stock,  Burlington
Stock  and Minerals  Stock voting  together as  a single  voting group.  This is
significant because,  upon  the approval  of  the Brink's  Stock  Proposal,  the
holders  of Brink's Stock and Burlington Stock initially will have approximately
92.2% of the total voting power of  all the outstanding shares of common  stock,
and  holders of Brink's Stock alone will  have approximately 61.5% of such total
voting power. However, as  required by Virginia law,  certain amendments to  the
Articles  of  Incorporation  affecting,  among  other  things,  the designation,
rights, preferences or  limitations of one  class of common  stock, and  certain
mergers  or statutory share exchanges,  must be approved by  the holders of such
class  of  common  stock,  voting  as  a  separate  voting  group.  In   certain
circumstances,  approval  of the  holders  of two-thirds  of  that class  may be
required. In such instance,  the holders of Brink's  Stock, Burlington Stock  or
Minerals  Stock, as the case  may be, could prevent  adoption of such amendment,
notwithstanding the fact that the holders of  a majority of the total number  of
outstanding  shares of all classes of common stock, voting as a group, had voted
in favor of it.
 
     Effective on  January 1,  1996,  pursuant to  the  terms of  the  Company's
existing  Articles of  Incorporation, the voting  rights of  holders of Minerals
Stock will be reduced  from approximately 17% of  the aggregate voting power  of
all  outstanding common  stock to  approximately 7.8%  of such  aggregate voting
power, based on the  average relative fair market  values of Minerals Stock  and
Services Stock during the period from November 16 through November 30, 1995. See
'Price Range of Services Stock and Minerals Stock and Dividends'.
 
     Pursuant to the Brink's Stock Proposal, holders of Minerals Stock initially
will  have 0.626  votes per  share (which  will result  in the  aggregate voting
rights of holders of Minerals Stock being initially unchanged as a result of the
implementation of the Transaction from  that which will exist immediately  prior
thereto).  The Brink's Stock  Proposal further provides  that holders of Brink's
Stock at all times will
 
                                       28

have one vote per share, and holders of Burlington Stock initially will have one
vote per share. The votes of holders of Burlington Stock and Minerals Stock will
be subject to adjustment as set forth below.
 
     As discussed  in  'Description  of  Brink's  Stock,  Burlington  Stock  and
Minerals  Stock -- Voting', on January 1, 1998, and on January 1 every two years
thereafter, the number of votes to which the holders of each share of Burlington
Stock and each share  of Minerals Stock  will be entitled  will be adjusted  and
fixed for two-year periods, based on the relative Fair Market Values (as defined
at  page 34) of  the outstanding shares  of Brink's Stock,  Burlington Stock and
Minerals Stock, in such a manner that each class' share of the aggregate  voting
power  at such time will  be equal to that class'  share of the aggregate market
capitalization of the Company's common stock at such time. For example, assuming
that Minerals  Stock's  share of  the  aggregate market  capitalization  of  the
Company's  common stock on January  1, 1998, is $20  million, that of Burlington
Stock on such date is $50 million and that of Brink's Stock is $100 million  and
the  aggregate market capitalization of the  Company's common stock on such date
is $170 million, holders of Minerals  Stock, Burlington Stock and Brink's  Stock
would have approximately 12%, 29% and 59%, respectively, of the aggregate voting
power  from January 1, 1998, to and  including December 31, 1999. Adjustments to
the number of votes per share of Minerals Stock and Burlington Stock affect  the
relative  voting rights  of holders  of Minerals  Stock and  Burlington Stock as
compared to the voting rights of Brink's Stock.
 
  Fiduciary Duties of the Board; No Definitive Precedent Under Virginia Law
 
     Under Virginia law, each  member of the Board  must act in accordance  with
their  good faith business judgment of the  best interests of the Company, which
would include the interests  of all the shareholders,  including the holders  of
Brink's  Stock,  the holders  of Burlington  Stock and  the holders  of Minerals
Stock. The Brink's Stock Proposal may give rise to occasions when the  interests
of the holders of Brink's Stock, the holders of Burlington Stock and the holders
of  Minerals Stock may diverge or appear to diverge. Although the Company is not
aware of any precedent concerning the manner in which principles of Virginia law
would be applied  in the context  of the capital  structure contemplated by  the
Brink's  Stock  Proposal, principles  of Virginia  law provide  that a  board of
directors must act in  accordance with its good  faith business judgment of  the
corporation's  best interests,  taking into  consideration the  interests of all
common shareholders regardless  of class  or series. Under  these principles  of
Virginia  law, a good faith determination made by a disinterested and adequately
informed Board with  respect to any  matter having a  disparate impact upon  the
holders  of Brink's Stock,  the holders of  Burlington Stock and  the holders of
Minerals Stock would be a defense to any challenge to such determination made by
or on  behalf of  any such  group  of holders.  Nevertheless, a  Virginia  court
hearing  a case  involving such  a challenge may  decide to  apply principles of
Virginia law other than those discussed above, or may fashion new principles  of
Virginia  law, in order  to decide such a  case, which would be  a case of first
impression. The Articles of Amendment provide that Board determinations made  by
a majority of disinterested directors (as defined therein) are final and binding
on  all  shareholders of  the  Company (see  'Description  of Brink's  Stock and
Burlington Stock -- Determinations by the Board').
 
     The Brink's Stock Proposal  does not create any  new rights for holders  of
Brink's Stock, Burlington Stock or Minerals Stock, except to the extent provided
in  the Articles of  Amendment or the  Virginia Stock Corporation  Act, nor does
that Proposal create any new obligations of the Board to one Group as opposed to
the other Groups.
 
     The Board has approved the policies described in this Proxy Statement  with
regard  to payment of dividends,  allocation of indebtedness, corporate expenses
and  pension  liabilities,  tax-sharing  arrangements  and  other  matters.   In
implementing  those policies and in dealing with matters involving any actual or
potential conflict of interest between different classes of stock, the Board may
solicit advice from legal counsel and  other advisors relating to the  discharge
of  its fiduciary duties to the common shareholders. The Board may change any of
such approved policies in any respect,  although it has no present intention  to
do so.
 
                                       29

  Potential Conflicts of Interest
 
     The  existence of separate classes of common  stock of the Company may give
rise to  occasions when  the interests  of  the holders  of Brink's  Stock,  the
holders  of Burlington Stock  and the holders  of Minerals Stock  may diverge or
appear to diverge. As further  described below, examples include  determinations
by  the Board to  (i) pay or omit  the payment of  dividends, (ii) exchange each
outstanding share of Burlington  Stock or Minerals Stock  for shares of  Brink's
Stock  at a premium and  (iii) approve dispositions of  assets and properties of
Pittston Burlington Group or Pittston Minerals Group.
 
     No Assurance of Payment  of Dividends. Subject  to limitations of  Virginia
law  and the Articles of  Incorporation, the Board may,  in its sole discretion,
declare and pay dividends on Brink's Stock, Burlington Stock, Minerals Stock and
Preferred Stock in any amount, and may  decide not to declare and pay  dividends
on  any one or  all classes, notwithstanding  the amount of  funds available for
dividends on each class, the amount of prior dividends declared on each class or
any other  factor. See  'Dividend  Policy' and  'Description of  Brink's  Stock,
Burlington Stock and Minerals Stock -- Dividends'.
 
     Optional Exchanges of Burlington Stock or Minerals Stock for Brink's Stock.
The  Board may, in  its sole discretion, determine  to exchange each outstanding
share of Burlington Stock for shares of  Brink's Stock (or, if no Brink's  Stock
is then outstanding, Minerals Stock) at a 15% premium. Such an exchange could be
effected  at any time,  including immediately prior  to a disposition  of all or
substantially all  of the  properties and  assets of  Pittston Burlington  Group
which  would  otherwise  give  rise  to  a  mandatory  exchange  of  such shares
immediately following such disposition as required by the Articles of Amendment.
The Board  may  also,  in  its  sole  discretion,  determine  to  exchange  each
outstanding  share of  Minerals Stock  for shares  of Brink's  Stock (or,  if no
Brink's Stock is then outstanding, Burlington  Stock) at a 15% premium. Such  an
exchange  could  be  effected at  any  time,  including immediately  prior  to a
disposition of all or substantially all of the properties and assets of Pittston
Minerals Group which would otherwise give  rise to a mandatory exchange of  such
shares  immediately following such  disposition, as required  by the Articles of
Amendment. Any such exchange at such  premium would dilute the interests of  the
holders  of Brink's Stock and would preclude  holders of Burlington Stock or the
holders of Minerals Stock, as the  case may be, from retaining their  investment
in  a security separately  reflecting the Company's  minerals businesses, in the
case of  Minerals Stock,  or  the Company's  global freight  transportation  and
logistics management services businesses, in the case of Burlington Stock. Since
the  authority of the Board to require an exchange is discretionary, it could be
exercised at a time when such  exchange might be disadvantageous to the  holders
of  Brink's Stock, Burlington  Stock or Minerals Stock;  however, the Board must
act in accordance with its fiduciary duties. See 'Description of Brink's  Stock,
Burlington Stock and Minerals Stock -- Exchange'. For a discussion of the effect
of  any such exchange of Minerals Stock  for Brink's Stock (or Burlington Stock)
upon the  conversion rights  of  the Preferred  Stock,  see 'The  Brink's  Stock
Proposal -- Effects on Preferred Stock'.
 
     Dispositions  of  Pittston  Burlington  Group  or  Pittston  Minerals Group
Assets. The  Board  may,  in  its  sole  discretion,  approve  sales  and  other
dispositions  of any amount of the  properties and assets of Pittston Burlington
Group or Pittston  Minerals Group  without shareholder  approval, because  under
Virginia  law  shareholder  approval  is  only  required  for  a  sale  or other
disposition of all  or substantially  all of the  properties and  assets of  the
entire  Company. The  Articles of  Amendment, however,  contain provisions which
require the Company to  exchange each outstanding share  of Burlington Stock  or
Minerals Stock, as the case may be, for shares of Brink's Stock at a 15% premium
following  a  disposition of  all or  substantially  all (viz.,  80% or  more as
specified in such Articles) of the properties and assets of Pittston  Burlington
Group  or Pittston Minerals  Group, as the case  may be, but  do not require the
Company to do so upon sales or other dispositions of less than substantially all
of such properties  and assets.  See 'Description of  Brink's Stock,  Burlington
Stock  and  Minerals  Stock --  Exchange'.  The appropriate  disposition  of any
disposition  proceeds  would  be  subject  to  determination  by  the  Board  in
accordance  with  approved  accounting  policies  and  in  the  exercise  of its
fiduciary duties.  See  'Risk Factors  --  Fiduciary  Duties of  the  Board;  No
Definitive Precedent Under Virginia Law'.
 
     In  certain instances the  potential conflicts of  interest described above
would call for careful balancing of  the respective interests of the holders  of
Brink's  Stock,  Burlington Stock  and Minerals  Stock. The  Board has  been and
intends to  continue to  be  diligent in  observing  its fiduciary  duties,  and
 
                                       30

believes that it will be feasible to perform those duties in a manner consistent
with the best interests of the Company and all its shareholders.
 
  Management and Accounting Policies Subject to Change
 
     As  stated below, the Board has  approved certain management and accounting
policies with respect to Pittston  Brink's Group and Pittston Burlington  Group.
See  'Certain Management  Policies' and  'Accounting Matters  and Policies'. The
Board may in its  discretion determine to  change any of  those policies at  any
time,  subject to compliance with the  Board's fiduciary duties and to generally
accepted accounting principles.  For example, such  principles require that  any
new  or  modified  accounting  policy be  consistent  with  such  principles and
preferable to the policy previously established.
 
DIVIDEND POLICY
 
     The Company has most recently paid  dividends on its Services Stock at  the
annual rate of $0.20 per share, payable quarterly. If the Brink's Stock Proposal
is  adopted, the Board initially  intends to pay dividends  on Brink's Stock and
Burlington Stock  at  annual rates  of  $0.10 per  share  and $0.24  per  share,
respectively,  payable quarterly, which, after giving effect to the Transaction,
would be equivalent to an annual dividend of $0.22 per share of Services  Stock.
Subject  to the continued availability of an Available Minerals Dividend Amount,
the Board expects to continue to pay  a quarterly dividend at an annual rate  of
$0.65  per share on the  Minerals Stock. The Board  has the discretion to reduce
these intended dividends, or to pay no dividends at all.
 
     The amount of the initial dividend on Brink's Stock and on Burlington Stock
was determined  in accordance  with the  factors referred  to below  and on  the
advice  of the  Company's financial  advisor as  to dividends  paid by companies
comparable to the  business units  comprising the Brink's  Group and  Burlington
Group, respectively.
 
     The  Board  intends  to declare  and  pay  dividends on  Brink's  Stock and
Burlington Stock  and to  continue  to pay  dividends  on Minerals  Stock  based
primarily  upon  the respective  earnings,  financial condition,  cash  flow and
business requirements  of  the  respective Groups.  Since  the  Company  remains
subject to Virginia law limitations on dividends and to dividend restrictions in
its public debt and bank credit agreements, losses by one Group could affect the
Company's  ability to pay  dividends in respect  of stock relating  to the other
Groups. In making its dividend decisions,  the Board will rely on the  financial
statements  of Pittston  Brink's Group,  Pittston Burlington  Group and Pittston
Minerals Group,  respectively. See  Annexes V,  VII and  IX for  the  historical
Financial  Statements  of  Pittston  Brink's  Group,  the  historical  Financial
Statements  of  Pittston  Burlington  Group  and  the  historical   Consolidated
Financial Statements of the Pittston Company and Subsidiaries, respectively. For
information  concerning  restrictions on  the funds  out  of which  dividends on
Brink's Stock, Burlington Stock and Minerals Stock may be paid, see 'Description
of Brink's Stock, Burlington Stock and Minerals Stock -- Dividends'.
 
DESCRIPTION OF BRINK'S STOCK, BURLINGTON STOCK AND MINERALS STOCK
 
     THE FOLLOWING DESCRIPTIONS ARE QUALIFIED BY  REFERENCE TO ANNEX II TO  THIS
PROXY  STATEMENT, WHICH CONTAINS THE  FULL TEXT OF THE  ARTICLES OF AMENDMENT TO
THE ARTICLES OF INCORPORATION.
 
  Authorized Capital Stock
 
     The Articles  of  Incorporation  currently  provide  that  the  Company  is
authorized  to issue  122 million  shares of capital  stock, of  which 2 million
shall be shares of preferred  stock, and 120 million  shall be shares of  common
stock,  consisting of 100 million shares of Services Stock and 20 million shares
of Minerals Stock.  If the Brink's  Stock Proposal is  adopted, the Articles  of
Incorporation will be amended to authorize the issuance of 172 million shares of
capital  stock, of which  2 million shall  be shares of  preferred stock and 170
million shall be shares of different classes of common stock, consisting of  100
million  shares of Brink's Stock,  50 million shares of  Burlington Stock and 20
million shares of Minerals
 
                                       31

Stock. Authorized but unissued shares of common stock, including Brink's  Stock,
Burlington  Stock  and Minerals  Stock, will  be available  for issuance  by the
Company from time to time, as determined by the Board, for any proper  corporate
purpose,  which  could  include  raising capital,  payment  of  stock dividends,
providing compensation for benefits to employees or acquiring other companies or
businesses. From time to  time the Company receives  or initiates proposals  for
possible  acquisitions of businesses  or companies on  terms which could include
issuance of shares of common or preferred stock of the Company.
 
     The issuance of shares of Brink's Stock, Burlington Stock or Minerals Stock
would not  be subject  to approval  by the  shareholders of  the Company  unless
deemed advisable by the Board or required by applicable law, regulation or stock
exchange  voting requirements. As indicated under 'Certain Management Policies',
any net  proceeds from  the issuance  by  the Company  of additional  shares  of
Brink's  Stock,  Burlington  Stock or  Minerals  Stock  will be  applied  to the
respective business activities  of Pittston Brink's  Group, Pittston  Burlington
Group  or  Pittston Minerals  Group, as  the case  may be,  and invested  in the
businesses or used to reduce liabilities attributed to the respective Groups.
 
  Structure of Groups
 
     The structure of Pittston Burlington Group was determined functionally, the
underlying concept being  the aggregation  of all the  Company's global  freight
transportation  and  logistics management  services businesses.  Thus, investors
with a  positive  view  of  these  businesses  will  be  able  to  target  their
investments  more  precisely  than  is  the  case  under  the  Company's present
structure. The structure of Pittston Brink's Group is designed to encompass  the
Company's  security  services and  home  security businesses.  The  structure of
Pittston Minerals Group continues  to aggregate the  Company's coal and  mineral
related  business  currently  operated  by Pittston  Coal  Company  and Pittston
Mineral Ventures  Company.  Allocation of  assets  and liabilities  to  Pittston
Burlington  Group and Pittston Brink's Group was  in most instances based on the
association of those assets  and liabilities with  the underlying businesses  of
the respective Groups. See Annexes IV and VI for a description of the businesses
of each of Pittston Brink's Group and Pittston Burlington Group.
 
  Dividends
 
     Dividends on Brink's Stock and Burlington Stock will be subject to the same
limitations  as dividends on  the existing Services Stock,  which are limited to
legally available funds (as prescribed by Virginia law) and subject to the prior
payment of dividends on outstanding shares of preferred stock, if any, including
the Preferred Stock.  Such dividends  are also  restricted by  covenants in  the
Company's public debt indenture and bank credit agreements, the most restrictive
of  which would have allowed, as of September  30, 1995, dividends of up to $225
million to have been  paid on all  classes of the  Company's capital stock.  The
dividend  policies  and limitations  applicable to  Minerals  Stock will  not be
altered by the Brink's Stock Proposal.
 
     With regard to dividend  limitations imposed by  Virginia law on  Pittston,
the Board may base a determination that a proposed dividend distribution is from
funds  legally  available  therefor  under  Virginia  law  either  on  financial
statements prepared on the basis of accounting practices and principles that are
reasonable in the circumstances  or on a fair  valuation of the Company's  total
net assets or other methods that are reasonable in the circumstances.
 
     The  Board, subject to the limitations on dividends with respect to each of
Brink's Stock, Burlington Stock and Minerals Stock set forth above, may, in  its
sole  discretion,  declare  and  pay  dividends  exclusively  on  Brink's Stock,
exclusively on Burlington  Stock or exclusively  on Minerals Stock,  or on  such
classes  in equal or unequal amounts,  notwithstanding the respective amounts of
funds  available  for  dividends  on  each  class,  the  respective  voting  and
liquidation rights of each class, the amount of prior dividends declared on each
class or any other factor. See 'Dividend Policy'.
 
  Exchange
 
     The  Brink's Stock Proposal will permit  the exchange of outstanding shares
of Burlington Stock or Minerals Stock, as the case may be, for shares of Brink's
Stock upon the terms described below. The
 
                                       32

ability to effect such exchanges provides the Company with flexibility to  alter
its   capital  structure  if  warranted   by  future  facts  and  circumstances.
Accordingly, if deemed  desirable at  a future date  by the  Board, the  Company
could  retire all the  outstanding shares of Burlington  Stock or Minerals Stock
through such an exchange, thus resulting in the Company having only one or  two,
as  the case may be,  classes of common stock  outstanding instead of three such
classes. The Company cannot predict the  effect on the respective market  prices
for  Brink's Stock, Burlington Stock and Minerals Stock of its ability to effect
the exchanges described below. For information concerning the effect of any such
exchange of outstanding  Minerals Stock  for Brink's Stock  upon the  conversion
rights  of the Preferred  Stock, see 'The  Brink's Stock Proposal  -- Effects on
Preferred Stock'.
 
     Brink's Stock. Shares of Brink's Stock  are not subject to either  optional
or mandatory exchange by the Board.
 
     Burlington  Stock. The Board may,  at any time and  in its sole discretion,
declare that each outstanding share of  Burlington Stock shall be exchanged  for
fully  paid and  non-assessable shares  of Brink's  Stock (or,  if there  are no
shares of Brink's  Stock outstanding, shares  of Minerals Stock)  having a  Fair
Market  Value equal to 115% of the Fair  Market Value of one share of Burlington
Stock, as of the date  of the first public announcement  by the Company of  such
exchange.  Such an exchange could be effected at any time, including immediately
prior to a disposition of all or substantially all of the properties and  assets
of  Pittston Burlington  Group which  would otherwise  give rise  to a mandatory
exchange of such shares  immediately following such  disposition as required  by
the  Articles of Amendment (which is  discussed below). Any optional exchange at
the 15% premium would dilute the interests  of the holders of Brink's Stock  and
would  preclude  holders  of Burlington  Stock  from retaining  investment  in a
security separately reflecting the  Company's global freight transportation  and
logistics  management services businesses.  Since the authority  of the Board to
require an exchange is discretionary, it could be exercised at a time when  such
exchange  might be  disadvantageous to  the holders  of either  Brink's Stock or
Burlington Stock; however, the Board must  act in accordance with its  fiduciary
duties.
 
     In addition, upon the sale, offer, assignment or other disposition (whether
by  merger, consolidation, sale or contribution  of assets or stock or otherwise
(a 'Disposition') in one transaction or a series of related transactions by  the
Company  of all or  substantially all of  the properties and  assets of Pittston
Burlington Group (other than in connection  with the Disposition by the  Company
of all of its properties and assets in one transaction) to any person, entity or
group (other than (a) holders of all outstanding shares of Burlington Stock on a
pro  rata basis or (b) a person, entity  or group in which the Company, directly
or indirectly,  owns  a majority  equity  interest), the  Company  is  required,
effective on or prior to the first Business Day following the 60th day following
the  consummation of  such Disposition,  to exchange  each outstanding  share of
Burlington Stock for fully paid and  nonassessable shares of Brink's Stock  (or,
if  there are no shares of Brink's  Stock outstanding, shares of Minerals Stock)
having a Fair Market Value equal to 115%  of the Fair Market Value of one  share
of  Burlington Stock,  as of the  date of  the first public  announcement by the
Company of such Disposition.
 
     Minerals Stock. The  Board may,  at any time  and in  its sole  discretion,
declare  that each  outstanding share of  Minerals Stock shall  be exchanged for
fully paid  and non-assessable  shares of  Brink's Stock  (or, if  there are  no
shares  of Brink's Stock outstanding, shares  of Burlington Stock) having a Fair
Market Value equal to  115% of the  Fair Market Value of  one share of  Minerals
Stock,  as of the date  of the first public announcement  by the Company of such
exchange. Such an exchange could be effected at any time, including  immediately
prior  to a disposition of all or substantially all of the properties and assets
of Pittston  Minerals Group  which  would otherwise  give  rise to  a  mandatory
exchange  of such shares  immediately following such  disposition as required by
the Articles of Amendment (which is  discussed below). Any optional exchange  at
the  15% premium would dilute the interests  of the holders of Brink's Stock and
would preclude holders of Minerals Stock from retaining investment in a security
separately reflecting  the Company's  natural  resources businesses.  Since  the
authority  of the  Board to  require an exchange  is discretionary,  it could be
exercised at a time when such  exchange might be disadvantageous to the  holders
of  either  Brink's Stock  or Minerals  Stock;  however, the  Board must  act in
accordance with its fiduciary duties.
 
                                       33

     In addition, upon a Disposition in  one transaction or a series of  related
transactions  by the Company of  all or substantially all  of the properties and
assets of Pittston Minerals Group (other than in connection with the Disposition
by the Company of all  of its properties and assets  in one transaction) to  any
person,  entity or group  (other than (a)  holders of all  outstanding shares of
Minerals Stock on a pro rata basis or (b) a person, entity or group in which the
Company, directly or indirectly, owns  a majority equity interest), the  Company
is  required, effective on or prior to the first Business Day following the 60th
day following the consummation of such Disposition, to exchange each outstanding
share of Minerals Stock for fully paid and nonassessable shares of Brink's Stock
(or, if there are no shares  of Brink's Stock outstanding, shares of  Burlington
Stock)  having a Fair Market Value equal to 115% of the Fair Market Value of one
share of Minerals Stock, as of the date of the first public announcement by  the
Company of such Disposition.
 
     Under  Section 13.1-724 of the Virginia  Stock Corporation Act, approval of
the holders of Minerals Stock, of Burlington Stock or Brink's Stock, as the case
may be, for the sale  of all or substantially all  of the properties and  assets
attributable  to Pittston Minerals Group,  Pittston Burlington Group or Pittston
Brink's Group, as the  case may be,  would not be  required. That Section  would
require  approval of the holders of Minerals Stock, Burlington Stock and Brink's
Stock voting as a single  voting group only if all  or substantially all of  the
Company's properties and assets were to be sold.
 
     Since  it is the intention of the  Company to manage the businesses of each
Group for the  benefit of the  holders of the  class of stock  relating to  that
Group,  asset acquisitions and  dispositions will be  directly attributed to the
appropriate  Group  and  their  effect  reflected  in  such  Group's   financial
statements. Subject to the right of management to establish indebtedness between
the  respective Groups in  appropriate circumstances, the  net proceeds of asset
dispositions will be attributed to the relevant Group.
 
     'Fair Market Value'  of shares of  any class  of common stock  on any  date
means  the average of  the daily closing  prices thereof for  the 10 consecutive
Business Days commencing on the 30th Business Day prior to the date in  question
(e.g.,  the date  of the  first public  announcement by  the Company  of certain
action or a January 1 of any year in which a voting adjustment will occur).  The
closing  price for each Business  Day shall be (i) if  such shares are listed or
admitted to trading on a national securities exchange, the closing price on  the
Composite  Tape  (or  any  successor composite  tape  reporting  transactions on
national securities exchanges) or, if such Composite Tape shall not be in use or
shall not report  transactions in  such shares,  the last  reported sales  price
regular  way on the principal national  securities exchange on which such shares
are listed  or admitted  to  trading (which  shall  be the  national  securities
exchange  on which the greatest number of shares of stock has been traded during
such 10 consecutive Business Days), or, if  there is no transaction on any  such
Business Day in any such situation, the mean of the bid and asked prices on such
Business  Day, or (ii) if  such shares are not listed  or admitted to trading on
any such exchange, the closing price, if  reported, or, if the closing price  is
not reported, the average of the closing bid and asked prices as reported by the
National  Association  of Securities  Dealers Automated  Quotations System  or a
similar source selected from time  to time by the  Company for this purpose.  In
the  event such closing  prices are unavailable,  the Fair Market  Value of such
shares shall be determined by the Board.
 
     'Substantially all of  the properties  and assets'  of Pittston  Burlington
Group or Pittston Minerals Group, as the case may be, as of any date, shall mean
a  portion of such properties and assets  that represents at least 80% of either
of the then-current market value, as determined by the Board based on  opinions,
appraisals  or such other evidence as the  Board shall consider relevant, of, or
the aggregate reported  net sales  for the immediately  preceding twelve  fiscal
quarterly  periods of  the Company  derived from,  the properties  and assets of
Pittston Burlington Group or Pittston Minerals Group, as the case may be, as  of
such date (excluding the properties and assets of any person, entity or group in
which  the Company,  directly or  indirectly, owns  less than  a majority equity
interest).
 
     'Business Day'  means each  weekday other  than any  day on  which  Brink's
Stock,  Burlington  Stock  or  Minerals  Stock is  not  traded  on  any national
securities exchange or the National Association of Securities Dealers  Automated
Quotations System or in the over-the-counter market.
 
     General  Exchange Provisions. In the event of any exchange described above,
the Company  shall cause  to be  given to  each holder  of Burlington  Stock  or
Minerals Stock, as the case may be, a notice
 
                                       34

stating  (A) that shares of Burlington Stock  or Minerals Stock, as the case may
be, shall be exchanged, (B) the date of the exchange, (C) the kind and amount of
shares of capital stock to be received by such holder with respect to each share
of Burlington Stock or Minerals Stock, as the case may be, held by such  holder,
including  details as to the calculation thereof,  (D) the place or places where
certificates for shares of Burlington Stock  or Minerals Stock, as the case  may
be,  properly endorsed or assigned for  transfer (unless the Company waives such
requirement), are to be  surrendered for delivery of  certificates of shares  of
such  capital stock and (E) that, except as provided in the following paragraph,
dividends on Burlington Stock or Minerals Stock, as the case may be, will  cease
to  be paid as of  such exchange date. Such notice  shall be sent by first-class
mail, postage prepaid,  not less  than 30  nor more than  60 days  prior to  the
exchange  date and in  any case to  each holder of  Burlington Stock or Minerals
Stock, as the case may be, at such  holder's address as the same appears on  the
stock  transfer books of the Company. Neither the failure to mail such notice to
any particular holder of Burlington Stock or Minerals Stock, as the case may be,
nor any defect therein shall affect the sufficiency thereof with respect to  any
other  holder of Burlington Stock  or Minerals Stock, as  the case may be. Under
the terms of the Preferred Stock, the Company is also required to give 30  days'
prior  notice to holders of Preferred Stock  of its intention to take any action
that would result  in an exchange  of outstanding shares  of Minerals Stock  for
shares of Brink's Stock (or Burlington Stock).
 
     The  Company expects  to set a  record date  in advance of  any exchange of
shares of Burlington Stock or  Minerals Stock, as the case  may be, in order  to
facilitate  orderly trading in such shares in the event of any such exchange. No
adjustments in  respect of  dividends shall  be made  upon the  exchange of  any
shares  of Burlington  Stock or  Minerals Stock, as  the case  may be; provided,
however, that, if such shares are exchanged by the Company after the record date
for determining holders of Burlington Stock  or Minerals Stock, as the case  may
be,  entitled  to  any  dividend  or  distribution  thereon,  such  dividend  or
distribution shall be  payable to the  holders of  such shares at  the close  of
business on such record date notwithstanding such exchange.
 
     Before  any holder of shares of Burlington  Stock or Minerals Stock, as the
case may be, shall  be entitled to receive  certificates representing shares  of
any  kind of  capital stock to  be received by  such holder with  respect to any
exchange of such shares of Burlington Stock or Minerals Stock, such holder shall
surrender at such  office as  the Company  shall specify  certificates for  such
shares  of Burlington Stock or Minerals Stock, properly endorsed or assigned for
transfer  (unless  the  Company  shall  waive  such  requirement).  As  soon  as
practicable  after surrender of certificates for such shares of Burlington Stock
or Minerals Stock,  the Company will  deliver to  the holder of  such shares  so
surrendered the certificates representing the number of whole shares of the kind
of  capital stock to which such holder is entitled, together with any fractional
payment referred to below.
 
     The Company shall not be required to issue or deliver fractional shares  of
any  class of capital stock to any holder of Burlington Stock or Minerals Stock,
as the case may be, upon any  exchange described above. If the number of  shares
of  any class of capital stock remaining to be issued or delivered to any holder
of Burlington Stock or Minerals  Stock, is a fraction,  the Company shall pay  a
cash  adjustment in  respect of  such fraction  in an  amount equal  to the fair
market value of such fraction on the date such payment is to be made.
 
     Shareholders who  own their  stock beneficially  through brokers  or  other
nominees  listed as holders of record  will have their fractional shares handled
according to the practices of  such broker or nominee  which may result in  such
shareholders  receiving a price which is higher  or lower than the price paid by
the Company to holders of record.
 
  Voting
 
     Effective on January  1, 1996,  the voting  rights of  holders of  Minerals
Stock  will  be  approximately  7.8%  of  the  aggregate  voting  power  of  all
outstanding common stock.  Pursuant to  the Brink's Stock  Proposal, holders  of
Minerals  Stock initially will have 0.626 votes  per share (which will result in
the aggregate  voting  rights  of  holders of  Minerals  Stock  being  initially
unchanged  as a result of the implementation  of the Transaction from that which
will exist  immediately  prior  thereto). The  Brink's  Stock  Proposal  further
provides  that holders  of Brink's  Stock at  all times  will have  one vote per
share, and holders of Burlington Stock  initially will have one vote per  share.
The votes of holders of
 
                                       35

Burlington  Stock and Minerals Stock will be subject to adjustment on January 1,
1998, and on January 1 every two years thereafter in such a manner so that  each
class'  share of the aggregate  voting power at such time  will be equal to that
class' share  of the  aggregate market  capitalization of  the Company's  common
stock  at such time.  Accordingly, beginning on  January 1, 1998,  each share of
Burlington Stock and Minerals Stock may have more than, less than or continue to
have the  number  of  votes per  share  as  they initially  will  following  the
consummation of the Transaction. The periodic adjustments in the number of votes
to  which holders of Burlington  Stock and Minerals Stock  will be entitled will
limit  the  ability  of  investors  in  one  class  to  acquire  for  the   same
consideration relatively greater or lesser voting power per share than investors
in  the other classes. Because  the adjustment of voting  powers will occur only
biennially,  substantial  disparity  in  the  voting  power  purchasable  for  a
specified amount may exist among the three Groups' shares from time to time.
 
     Holders  of Brink's  Stock, Burlington Stock  and Minerals  Stock will vote
together as  a  single voting  group  on all  matters  as to  which  all  common
shareholders  are entitled to vote. In  addition, as prescribed by Virginia law,
certain amendments  to  the Articles  of  Incorporation affecting,  among  other
things,  the designation,  rights, preferences  or limitations  of one  class of
common stock, or certain mergers or statutory share exchanges, must be  approved
by the holders of such class of common stock, voting as a separate voting group,
and,  in certain circumstances, may  also have to be  approved by the holders of
each of the  other classes of  common stock, voting  as separate voting  groups.
Amendments to the Articles of Incorporation that would affect or would otherwise
adjust  the voting rights  of the holders  of Minerals Stock  are required to be
approved by the  holders of  two-thirds of  the outstanding  shares of  Minerals
Stock,  voting  separately  as a  separate  voting group.  Because  most matters
brought to a shareholder vote  will only require the  approval of a majority  of
all  the Company's  outstanding common  stock entitled  to vote  on such matters
(including Brink's Stock, Burlington Stock  and Minerals Stock) voting  together
as  a single  voting group,  if holders  of Brink's  Stock, Burlington  Stock or
Minerals Stock would have more than the number of votes required to approve  any
such  matter, those holders would be in a position to control the outcome of the
vote on such matter. See  'Risk Factors -- Voting  Power; Effects on Holders  of
Brink's Stock, Burlington Stock and Minerals Stock'.
 
     The  Articles of Amendment reserve to the  Board the right to condition the
submission of a particular matter on receipt  of a separate vote of the  holders
of  outstanding shares of Brink's Stock, Burlington Stock or Minerals Stock. The
Board has no present intention of  imposing such a separate vote requirement  on
any  matter which it can now foresee. However, should the Board, in the exercise
of its fiduciary duties and its good faith judgment of the best interests of the
Company, conclude that such  a separate vote is  necessary or desirable, it  has
reserved the right to so require.
 
     Only one annual meeting of shareholders will be held in 1996 and subsequent
years.  Holders  of  Brink's Stock,  Burlington  Stock and  Minerals  Stock will
receive a notice of  each annual meeting  and will be entitled  to vote at  such
meeting. Any such holder may also submit a shareholder proposal for inclusion in
the  Company's annual  proxy statement to  the extent such  holder meets certain
eligibility requirements specified  under the Federal  securities law. Such  law
currently  provides that,  among other things,  at the time  such holder submits
such a proposal, such holder shall be  a record or beneficial owner of at  least
one  percent or $1,000 in market value of securities entitled to be voted on the
proposal at the  meeting of shareholders  and have held  such securities for  at
least  one  year, and  such holder  must  also continue  to own  such securities
through the date on  which such meeting  is held. The  Company intends to  apply
this  requirement at  the Company level  so that  a holder of  shares of Brink's
Stock, Burlington Stock  or Minerals  Stock, or  any combination  of the  three,
aggregating  at  least one  percent or  $1,000  in market  value of  all classes
combined will have the right to submit such a proposal.
 
  Liquidation
 
     Under  the  Brink's  Stock  Proposal,  in  the  event  of  a   dissolution,
liquidation  or winding  up of  the Company  the holders  of outstanding Brink's
Stock,  the  holders  of  outstanding  Burlington  Stock  and  the  holders   of
outstanding  Minerals  Stock  will  initially  share on  a  per  share  basis an
aggregate amount equal to approximately 55%,  28% and 17%, respectively, of  the
funds, if any, remaining for distribution to common shareholders. In the case of
Minerals  Stock, such  percentage has  been set  to ensure  that the  holders of
Minerals Stock are  entitled to  the same share  of any  such funds  immediately
following
 
                                       36

implementation  of the Proposal as they  were prior thereto, notwithstanding the
fact that  immediately  following  implementation of  the  Proposal  the  actual
proportion  of the  number of shares  of Minerals  Stock to the  total number of
shares of  common  stock  will  equal approximately  12%.  Maintaining  the  17%
Minerals  Stock liquidation percentage has been accomplished by providing in the
Articles of Amendment  that in  any determination  of the  amounts available  in
liquidation  for holders of Minerals Stock the number of Minerals Stock shall be
deemed to  include  an  additional  4,202,954  shares  (the  'Nominal  Shares').
Following  implementation of the Proposal, each class' share of such funds shall
be subject to adjustment in the future based upon the total number of shares  of
Brink's  Stock, Burlington  Stock or  Minerals Stock, as  the case  may be, then
outstanding as compared to the total number  of shares of all classes of  common
stock  then  outstanding (which  totals, in  the case  of Minerals  Stock, shall
include the Nominal Shares). Thus, the liquidation rights of the holders of  the
respective  classes may not bear  any relation to the  relative market values or
the relative voting rights of the three classes. The Company considers that  its
complete liquidation is a remote contingency, and its financial advisor believes
that,  in general,  these liquidation  provisions are  immaterial to  trading in
Brink's Stock, Burlington  Stock and  Minerals Stock. Further,  tax counsel  has
advised  the Company  that this liquidation  provision is preferable  from a tax
point of view.

  Subdivision or Combination
 
     If the Company subdivides (by stock split, stock dividend or otherwise)  or
combines (by reverse stock split or otherwise) the outstanding shares of Brink's
Stock,  Burlington Stock or Minerals Stock, the voting and liquidation rights of
shares of Minerals Stock and Burlington Stock relative to Brink's Stock will  be
appropriately  adjusted.  For example,  in  case the  Company  were to  effect a
two-for-one split of Brink's  Stock, the per share  voting rights of  Burlington
Stock  and Minerals Stock would be multiplied  by two in order to avoid dilution
in the aggregate voting rights of the holders of each such class. Similarly, the
per share liquidation  rights of Burlington  Stock and Minerals  Stock would  be
multiplied by two in order to avoid dilution in the aggregate liquidation rights
of holders of Burlington Stock and Minerals Stock.
 
  Determinations by the Board
 
     Any  determinations made  by the  Board or  any committee  of the  Board, a
majority of  whose  members are  'disinterested'  directors, under  any  of  the
provisions described above under 'Description of Brink's Stock, Burlington Stock
and  Minerals  Stock' will  be  final and  binding  on all  shareholders  of the
Company. For  this  purpose, any  director  who is  not  an employee  of,  or  a
consultant  to,  the  Company  and  who  is  not,  directly  or  indirectly, the
beneficial owner of 1% or more of the outstanding shares of all common stock  of
the  Company shall be considered 'disinterested',  even though such director may
beneficially own a greater amount of one class of common stock than of the other
classes of common stock.
 
CERTAIN MANAGEMENT POLICIES
 
     In connection  with the  Brink's  Stock Proposal,  the Company  intends  to
formally  adopt by  Board resolution certain  policies with  respect to Pittston
Brink's Group, Pittston Burlington Group and Pittston Minerals Group, including,
without limitation, the intention  to: (i) sell  assets among Pittston  Minerals
Group,  Pittston  Burlington  Group  and  Pittston  Brink's  Group  only  on  an
arm's-length basis, (ii)  treat funds generated  by the sale  of Brink's  Stock,
Burlington  Stock or  Minerals Stock  and securities  convertible into  any such
stocks as  assets  of  Pittston  Brink's Group,  Pittston  Burlington  Group  or
Pittston  Minerals Group, as  the case may  be, and apply  such funds to acquire
assets or  reduce liabilities  attributed to  Pittston Brink's  Group,  Pittston
Burlington Group or Pittston Minerals Group, respectively, and (iii) treat funds
generated  by the  sale of  properties or assets  as assets  of Pittston Brink's
Group, Pittston Burlington Group or Pittston Minerals Group, as the case may be,
and utilize such funds in the  business activities of, or to reduce  liabilities
attributed  to, Pittston  Brink's Group,  Pittston Burlington  Group or Pittston
Minerals Group, respectively.  These policies  may be modified  or rescinded  by
action  of the Board,  or the Board  may adopt additional  policies, without the
approval of the shareholders, although the Board has no present intention to  do
so. Any determination of the
 
                                       37

Board  to  modify or  rescind such  policies, or  to adopt  additional policies,
including any  such determination  that would  have disparate  impacts upon  the
respective  holders of Brink's Stock, Burlington Stock and Minerals Stock, would
be made by the Board in its  good faith business judgment of the Company's  best
interests.  See 'Risk  Factors -- Fiduciary  Duties of the  Board; No Definitive
Precedent Under Virginia Law'. The Company  has no present intention of  selling
securities  of any  class of  capital stock.  Copies of  these policies  will be
available for  shareholder review  at  the principal  executive offices  of  the
Company, 100 First Stamford Place, Stamford, Connecticut.
 
     In  November 1995, the  Board of Directors  authorized modifications to the
Company's  existing  share  repurchase   program  (which  previously   permitted
repurchases  of  Services Stock  and Minerals  Stock) to  permit the  Company to
repurchase up  to  1,500,000  shares  of  Brink's  Stock,  1,500,000  shares  of
Burlington Stock and 1,000,000 shares of Minerals Stock from time to time in the
open  market or in private transactions, as conditions warrant, not to exceed an
aggregate purchase price of $45 million.
 
ACCOUNTING MATTERS AND POLICIES
 
     The Company  will prepare  Pittston  Brink's Group's,  Pittston  Burlington
Group's  and  Pittston  Minerals  Group's  respective  financial  statements  in
accordance with generally  accepted accounting principles,  and these  financial
statements,  when taken together, will comprise all the accounts included in the
corresponding consolidated  financial  statements  of  Pittston.  The  financial
statements  of Pittston  Brink's Group,  Pittston Burlington  Group and Pittston
Minerals Group  principally  reflect  the  financial  position  and  results  of
operations  for the businesses included therein. Consistent with the Articles of
Amendment and related policies, such financial statements also include  portions
of  certain corporate assets and liabilities (including contingent liabilities).
Principal corporate activities reflected in such financial statements are:
 
     Corporate financial  activities,  including  investment  of  surplus  cash;
     issuance,  repayment and repurchase  of short-term and  long-term debt; and
     the issuance and repurchase of common  stock, essentially all of which  are
     managed on a centralized, consolidated basis. Such activities are reflected
     in  the financial statements of Pittston Brink's Group, Pittston Burlington
     Group and Pittston Minerals  Group based upon  their respective cash  flows
     and  earnings and  after giving  consideration to  the historical  debt and
     equity structure of the Company. In addition, certain financial  activities
     have  been directly attributed to each Group and included in their entirety
     in the  respective  Group  combined  financial  statements;  following  the
     Effective Date, financial activities which will be directly attributable to
     the  appropriate  Group  will include  transactions  related  to securities
     convertible solely  into Brink's  Stock, solely  into Burlington  Stock  or
     solely into Minerals Stock.
 
     To  the extent borrowings are deemed to occur among Pittston Brink's Group,
     Pittston  Burlington  Group  and  Pittston  Minerals  Group,   intercompany
     accounts  will be established  bearing interest at the  rate in effect from
     time to time  under the  Company's unsecured credit  lines or,  if no  such
     credit  lines exist, at  the prime rate  charged by Chemical  Bank (or such
     other bank as may  be designated by  the Board of  Directors) from time  to
     time.
 
     The  Company's corporate and general  and administrative expenses and other
     shared services have been allocated to each Group based upon utilization of
     such services by each Group.
 
     Following the Effective Date, financial statement impacts of dividends paid
     to holders  of  Brink's Stock,  Burlington  Stock and  Minerals  Stock  and
     purchases  and issuances  of Brink's  Stock, Burlington  Stock and Minerals
     Stock will  be reflected  in  their entirety  in Pittston  Brink's  Group's
     financial  statements if they relate to Brink's Stock, in their entirety in
     Pittston  Burlington  Group's  financial  statements  if  they  relate   to
     Burlington  Stock  and  in  their  entirety  in  Pittston  Mineral  Group's
     financial statements if they relate to Minerals Stock.
 
     Income taxes, which are determined  on a consolidated basis, are  allocated
     to  each Group in  accordance with the Company's  tax allocation policy and
     reflected in  the financial  statements  for each  Group. In  general,  the
     consolidated  tax  provision  and  related  tax  payments  or  refunds  are
     allocated between the Groups, for Group financial statement purposes, based
     principally upon  the  income  reported  for  financial  purposes,  taxable
     income, credits and other amounts directly
 
                                       38

     related  to the respective Group.  Tax benefits that cannot  be used by the
     Group generating such attributes, but can be used on a consolidated  basis,
     are   allocated  to  the  Group  that   generated  such  benefits  with  an
     intercompany account  being  established  for  the  benefit  of  the  Group
     generating the attribute. As a result, the allocated Group amounts of taxes
     payable  or refundable are  not necessarily comparable  to those that would
     have resulted if the Groups had  filed separate tax returns. See the  Notes
     to  the Financial Statements of each of Pittston Brink's Group and Pittston
     Burlington Group and the Consolidated Financial Statements of The  Pittston
     Company and Subsidiaries in Annexes V, VII and IX, respectively.
 
     These  policies may be modified or rescinded by action of the Board, or the
Board may  adopt  additional policies,  without  approval of  the  shareholders,
although  the Board  has no present  plans to  do so. In  the event  of any such
modification or addition, in taking any such action the Board will be guided  by
its fiduciary duties described above. In addition, generally accepted accounting
principles  require that any modified or new accounting policy be preferable (in
accordance with such principles) to the policy previously established. See 'Risk
Factors -- Fiduciary Duties of the Board; No Definitive Precedent Under Virginia
Law'. For further information regarding the basis of presentation and  corporate
activities,  see Notes 1 and  2 to the Financial  Statements of each of Pittston
Brink's Group  and  Pittston Burlington  Group  and the  Consolidated  Financial
Statements  of The Pittston Company  and Subsidiaries in Annexes  V, VII and IX,
respectively.
 
     Notwithstanding the attribution of  corporate assets and liabilities  among
Pittston  Brink's Group, Pittston  Burlington Group and  Pittston Minerals Group
for the purpose of preparing  their respective financial statements, the  change
in  the  capital structure  of  the Company  contemplated  by the  Brink's Stock
Proposal will not result in any transfer of assets or liabilities of the Company
or any of its subsidiaries. The Company will continue to be responsible for  its
liabilities  (including  contingent liabilities)  and  will continue  to prepare
consolidated financial statements.
 
STOCK TRANSFER AGENT AND REGISTRAR

     Chemical Mellon Shareholder  Services, L.L.C.,  450 West  33rd Street,  New
York,  New York 10001-2697, will  act as Stock Transfer  Agent and Registrar for
each of Brink's Stock, Burlington Stock and Minerals Stock.

STOCK EXCHANGE LISTINGS
 
     Subject to shareholder approval, the NYSE has approved the redesignation of
Services Stock as Brink's Stock and the distribution of Burlington Stock and for
their listings  under the  symbols  'PZB' and  'PZX', respectively,  subject  to
official  notice of issuance.  The Company cannot predict  to what extent active
trading markets will develop for the shares of Brink's Stock or Burlington Stock
or the prices at which the shares of Brink's Stock or Burlington Stock may trade
in such markets or otherwise.
 
DISSENTERS' RIGHTS
 
     Under the  Virginia  Stock  Corporation Act,  holders  of  Services  Stock,
Minerals  Stock and Preferred Stock do not have dissenters' rights in connection
with the Brink's Stock Proposal.
 
FINANCIAL ADVISOR
 
     CS First Boston has acted as financial advisor to the Company in connection
with the Brink's  Stock Proposal.  The Company  has paid  to CS  First Boston  a
$125,000  advisory fee and will pay to CS First Boston, upon the distribution of
Burlington Stock to  the shareholders, an  additional $500,000 transaction  fee.
The  Company has  also agreed  to reimburse CS  First Boston  for its reasonable
out-of-pocket expenses and to  indemnify it against  certain liabilities and  to
provide contribution in respect thereof.
 
                                       39

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
 
     The  Company has  received an opinion  from its counsel,  Cravath, Swaine &
Moore, that, for Federal income tax purposes:
 
          (1) the Transaction  will not result  in income, gain  or loss to  the
     Company or any shareholder;
 
          (2)  a shareholder's  tax basis for  Services Stock  will be allocated
     between Brink's Stock and Burlington  Stock received in the Transaction  in
     proportion  to  their  relative  fair  market values  at  the  time  of the
     Transaction;
 
          (3) a shareholder's  holding period for  Brink's Stock and  Burlington
     Stock  received in the Transaction  will include such shareholder's holding
     period for  Services Stock  surrendered  therefor, assuming  such  Services
     Stock was a capital asset at the time of the Transaction;
 
          (4)  neither Brink's Stock  nor Burlington Stock  will be 'section 306
     stock';
 
          (5) a shareholder  receiving cash  in lieu  of a  fractional share  of
     Brink's Stock or Burlington Stock will recognize gain or loss (capital gain
     or  loss if  the Services Stock  is held as  a capital asset)  equal to the
     difference between the  amount received  and the basis  for the  fractional
     share, determined as aforesaid;
 
          (6)  a holder of Burlington  Stock or Minerals Stock,  as the case may
     be, will not recognize any gain or  loss or derive any taxable income  upon
     the exchange of Burlington Stock or Minerals Stock, as the case may be, for
     Brink's  Stock,  either  pursuant  to  the  Company's  option  or  upon the
     Disposition  of  all  or  substantially  all  of  the  assets  of  Pittston
     Burlington Group or Pittston Minerals Group, as the case may be; and
 
          (7)  the tax basis of Brink's Stock  received in such exchange will be
     the tax basis of Burlington  Stock or Minerals Stock,  as the case may  be,
     exchanged  therefor, and, assuming such Burlington Stock or Minerals Stock,
     as the case may be, is a capital asset, the holding period of such  Brink's
     Stock  will include the holding period of such Burlington Stock or Minerals
     Stock, as the case may be.
 
     Such counsel have noted that the Internal Revenue Service will not rule  on
the  tax  consequences of  transactions like  the Transaction  and may  take the
position that  (a) Brink's  Stock or  Burlington Stock  is stock  of a  separate
corporation, not stock of the Company, (b) the Transaction is a taxable event to
the Company and its shareholders and (c) any later exchange of Minerals Stock or
Burlington  Stock, as the case  may be, for Brink's Stock  is a taxable event to
shareholders. As indicated above, counsel are  of the opinion that the  Internal
Revenue Service should not prevail in any such assertion.
 
     The foregoing is included for general information only. Shareholders should
consult  their own tax advisors as to  the Federal, state, local and foreign tax
consequences of the  Transaction and of  the holding or  disposition of  Brink's
Stock, Burlington Stock and Minerals Stock.
 
AMENDMENTS TO STOCK OPTION AND EMPLOYEE BENEFIT PLANS AND ADJUSTMENTS TO
OUTSTANDING OPTIONS
 
     The  1988 Stock Option  Plan, as approved  by the shareholders  in 1988 and
amended in 1992, 1993 and 1994 with their approval (the '1988 Plan'), authorizes
grants of stock options only with  respect to either Services Stock or  Minerals
Stock,  or both. As part of the Brink's  Stock Proposal, it is proposed to amend
the 1988  Plan so  as  to permit  option grants  to  be made  on and  after  the
Effective  Date to optionees with respect  to Brink's Stock, Burlington Stock or
Minerals Stock, or any combination of  the three. In general, it is  anticipated
that  employees  in Pittston  Brink's Group  will be  granted options  only with
respect to Brink's Stock, employees in Pittston Burlington Group will be granted
options only with respect to Burlington Stock and employees in Pittston Minerals
Group will  be granted  options only  with respect  to Minerals  Stock.  Options
granted  to employees having Company-wide  responsibilities may be divided among
Brink's Stock, Burlington Stock and Minerals Stock on such basis as the Board or
the Compensation Committee determines.  A total of  1,007,570 shares of  Brink's
Stock,  503,785 shares of  Burlington Stock and 21,282  shares of Minerals Stock
will be  reserved for  future option  grants under  the 1988  Plan. The  amounts
reserved  are  proportionately  related  to the  number  of  shares  of Services
 
                                       40

Stock and Minerals Stock  available at November 28,  1995, for grants under  the
1988  Plan. The  text of the  1988 Plan  showing the proposed  amendments is set
forth in Annex III-B.

     At December 11,  1995, a total  of 2,186,018 shares  of Services Stock  and
553,619  shares of Minerals Stock were  subject to options outstanding under the
1988 Plan and  two other  option plans  of the  Company under  which no  further
options  may  be  granted. Pursuant  to  antidilution provisions  in  the option
agreements covering such Services Stock  options, the Board or the  Compensation
Committee will convert these options into options for shares of Brink's Stock or
Burlington  Stock, or  both, depending  primarily on  the employment  status and
responsibilities of the  particular optionee.  In the case  of optionees  having
responsibilities  in  both the  Pittston Brink's  Group and  Pittston Burlington
Group, each outstanding  option for  Services Stock  will be  converted into  an
option  for Brink's Stock and an option  for Burlington Stock, by allocating the
spread on the Services Stock option immediately prior to the Transaction between
the Brink's Stock option and the Burlington  Stock option. In the case of  other
optionees,  each outstanding option will be converted into a new option for only
Brink's Stock or Burlington Stock, as  the case may be, following the  Effective
Date.  The  Board believes  that conversion  on the  basis described  above will
encourage each optionee to fulfill his or her responsibilities as an employee in
a  manner  expected  to  best  serve  the  interests  of  the  Company  and  its
shareholders. The options granted pursuant to such conversions will preserve the
value  of the options being converted but are not intended to provide additional
benefits to the optionees.

     The Non-Employee Directors' Stock Option Plan approved by the  shareholders
in  1988 and amended in  1993 authorizes automatic grants  of stock options only
with respect to Services Stock and Minerals Stock. Such grants consist of 10,000
shares of  Services  Stock and  2,000  shares  of Minerals  Stock  upon  initial
election  as a  director and 1,000  shares of  Services Stock and  200 shares of
Minerals Stock annually thereafter. The Brink's Stock Proposal contemplates that
any initial grant  to any Non-Employee  Director after the  Effective Date  will
consist  of three options, one for 10,000 shares of Brink's Stock, one for 5,000
shares of  Burlington  Stock  and  one  for  2,000  shares  of  Minerals  Stock.
Subsequent  annual grants would be for 1,000 shares of Brink's Stock, 500 shares
of Burlington Stock and 200 shares  of Minerals Stock. Pursuant to  antidilution
provisions  in the  option agreements applicable  to options  outstanding on the
Effective Date, such options will be converted into three options in the  manner
described above which will preserve the value of the options being converted but
without  providing any additional  benefits to the optionees.  A total of 51,000
shares of Brink's Stock, 25,500 shares of Burlington Stock and 10,200 shares  of
Minerals  Stock will be reserved for  future option grants. The amounts reserved
are proportionately  related to  the  number of  shares  of Services  Stock  and
Minerals  Stock available  at December  11, 1995, for  grant under  the Plan. At
November 28, 1995, a total of 126,000 shares of Services Stock and 25,200 shares
of Minerals Stock were subject to  options outstanding under the Plan. The  text
of the Non-Employee Directors' Stock Option Plan showing the proposed amendments
is set forth in Annex III-A.

     In  1992 the shareholders approved, and in 1993, 1994 and 1995 amended, the
Key Employees' Deferred Compensation Program  (the 'Program') by which  eligible
employees may defer (a) receipt of all or any part of any cash incentive payment
awarded  under the Key Employees Incentive Plan  of The Pittston Company, (b) up
to 50% of  the employee's  base salary (determined  prior to  reduction for  any
contributions  made on a  salary reduction basis)  and (c) amounts  that are not
permitted to  be deferred  under  the Savings-Investment  Plan of  The  Pittston
Company  and its Subsidiaries (the 'Savings Plan') as a result of limits imposed
by the  Code and  have a  matching contribution  credited with  respect to  such
Savings  Plan deferral.  Such deferred  amounts are  currently allocated  as the
participant elects between amounts to be deferred in the form of Minerals  Units
('Minerals  Units') and/or Services  Units ('Services Units').  Each unit is the
equivalent of one share of Minerals Stock or one share of Services Stock. In the
event of a deferral, the Company provides a matching contribution equal to  100%
of the first 10% of his or her (a) cash incentive payment and (b) salary (earned
after  June  1, 1995  for the  1995 year),  but  in no  event does  the matching
contribution exceed the amount deferred. Such matching contributions credited on
behalf of an employee employed by a subsidiary in the Pittston Services Group or
the Pittston Minerals Group are converted into Services Units or Minerals Units,
as the  case may  be. Such  matching  contributions allocated  on behalf  of  an
employee  of The Pittston Company are converted into Services Units and Minerals
Units in the proportion that the fair market value of each of the Services Stock
or Minerals Stock bears to  the total fair market  value of both Services  Stock
and
 
                                       41

Minerals  Stock as of the  last day of the year  for which the incentive payment
was made or in which the deferred  salary was earned. The Program provides  that
the  aggregate  value  of  the  Minerals  Stock  and  Services  Stock  and  cash
distributed to a  participant in respect  of all  Units standing to  his or  her
credit in his or her incentive account attributable to the deferral of incentive
payments  and the deferral of salary shall not be less than the aggregate amount
of incentive payments,  salary and related  dividends in respect  of which  such
Units were initially credited. This guarantee does not apply to Company-matching
contributions  or dividends attributable  to such contributions.  As part of the
Brink's Stock Proposal, the Compensation  Committee has determined, pursuant  to
the  Program, that each Services  Stock unit held in  the incentive account of a
participating employee  at  the Effective  Date  will constitute  one  share  of
Brink's Stock and one-half of one share of Burlington Stock, and has amended the
Program,  subject to approval of the Brink's Stock Proposal by the shareholders,
so as to provide that any  participating employee may elect that units  credited
after  the  Effective Date  be credited  with respect  to either  Brink's Stock,
Burlington Stock or Minerals Stock or any combination of the three, as specified
by  the  employee,  unless  the  Compensation  Committee  otherwise  determines.
Incentive  accounts invested in  Minerals Stock Units will  be unaffected by the
Brink's Stock Proposal.
 
     In 1994, the shareholders approved the 1994 Employee Stock Purchase Plan of
The Pittston  Company (the  'Stock Purchase  Plan') pursuant  to which  eligible
employees  are able to purchase shares of Services Stock, Minerals Stock or both
through payroll deductions  of between  one and  ten percent  of the  employee's
compensation. As part of the Brink's Stock Proposal, it is proposed to amend the
Stock  Purchase  Plan so  as to  permit eligible  employees to  purchase Brink's
Stock, Burlington Stock, Minerals Stock, or a combination, as they elect.
 
     The purchase price for each share of  common stock to be purchased will  be
equal  to 85% of the  average of the high  and low sale prices  of such class of
common stock, as reported on the New York Stock Exchange Composite  Transactions
Tape,  on  the first  day or  the last  day of  each six-month  offering period,
whichever is less. An offering  period begins on each January  1 and July 1.  As
part  of the Brink's Stock Proposal, it is proposed that for the offering period
ending on June 30, 1996, the purchase price per share for each of Brink's  Stock
and Burlington Stock shall be 85% of the fair market value of each such stock on
June  30, 1996, or, if less, each such amount times a fraction, the numerator of
which is 85% of the fair market value of Services Stock on January 1, 1996,  and
the  denominator of which is the sum of  85% of the fair market value of Brink's
Stock on June 30, 1996 and 42.5% of the fair market value of Burlington Stock on
such date. Amounts in a participant's account designated to be used to  purchase
Minerals Stock will be unaffected by the Brink's Stock Proposal.
 
EFFECTS ON PREFERRED STOCK
 
     The  Brink's Stock Proposal  will have no effect  on the conversion rights,
voting rights or liquidation rights of the Preferred Stock.
 
     If any  Preferred Stock  is converted  after all  the outstanding  Minerals
Stock  has been exchanged for Brink's Stock,  the holder of such Preferred Stock
would, upon conversion,  receive shares of  Brink's Stock in  lieu of shares  of
Minerals  Stock otherwise  issuable. For example,  if each  outstanding share of
Minerals Stock were to be exchanged for  one share of Brink's Stock, and if  the
holder  of Preferred Stock  would have been entitled  to receive upon conversion
immediately prior  to  such  exchange  100  shares  of  Minerals  Stock  at  the
conversion  rate then  in effect,  such holder  would automatically  receive the
equivalent value in Brink's Stock instead  of 100 shares of Minerals Stock  upon
subsequent  conversion. See 'Description of  Brink's Stock, Burlington Stock and
Minerals Stock -- Exchange'.
 
AMENDED AND RESTATED RIGHTS AGREEMENT
 
     Pursuant to  the  Rights  Agreement, as  previously  amended  (the  'Rights
Agreement'), between the Company and Chemical Bank, as Rights Agent (the 'Rights
Agent'),  Pittston  Minerals  Group  Rights  ('Minerals  Rights')  and  Pittston
Services Group Rights ('Services Rights') were issued by the Board to holders of
Minerals Stock and Services Stock, respectively. If the shareholders approve the
Brink's Stock  Proposal, the  Rights  Agreement (including  the form  of  rights
provided  for therein) will be amended and restated to reflect the change in the
capital structure of the Company and the Board will
 
                                       42

declare a distribution to holders of Burlington Stock of one Pittston Burlington
Group Right (a  'Burlington Right'),  for each outstanding  share of  Burlington
Stock.  Each existing Services Right will,  in connection with the redesignation
of Services Stock  as Brink's Stock,  become a Pittston  Brink's Group Right  (a
'Brink's  Right'). The Rights Agreement, as  amended and restated (the 'Restated
Rights Agreement'), will provide  that each Brink's  Right and Burlington  Right
(each,  a 'Right'),  when it  becomes exercisable,  will entitle  the registered
holder to purchase  from the Company  (i) in the  case of a  Brink's Right,  one
one-thousandth  (1/1000th)  of  a  share of  Series  A  Participating Cumulative
Preferred Stock, par value $10 per share (the 'Series A Shares'), at a  purchase
price of $26.67, subject to adjustment (the 'Series A Purchase Price'), and (ii)
in  the case of a  Burlington Right one one-thousandth  (1/1000th) of a share of
Series D Participating Cumulative Preferred Stock, par value $10 per share  (the
'Series  D Shares'), at a  purchase price of $26.67,  subject to adjustment (the
'Series D Purchase  Price'). Mineral Rights  will be unaffected  by the  Brink's
Stock Proposal and will not be amended by the Restated Rights Agreement.
 
     The  Restated  Rights  Agreement  will  provide  that,  prior  to  a Rights
distribution date, Brink's Rights and Burlington Rights will be attached to  all
certificates   representing  shares  of  Brink's  Stock  and  Burlington  Stock,
respectively, then  outstanding, and  no separate  Rights certificates  will  be
distributed.  Each share of  Brink's Stock will represent  one Brink's Right and
each share  of Burlington  Stock will  represent one  Burlington Right.  Brink's
Stock,   Burlington  Stock   and  Minerals   Stock  are   sometimes  hereinafter
collectively referred to as  the 'Voting Stock'. The  Rights will separate  from
the  Voting Stock  and a Rights  distribution date (a  'Distribution Date') will
occur upon the earlier of  (i) the tenth day  after the first public  disclosure
that  a person or group (including any  affiliate or associate of such person or
group) (an 'Acquiring Person') has acquired,  or obtained the right to  acquire,
beneficial  ownership  of Voting  Stock representing  20% or  more of  the total
voting rights of all outstanding shares of Voting Stock (the 'Share  Acquisition
Date'),  or (ii) the  tenth day after  the commencement of  a tender or exchange
offer for shares of Voting  Stock representing 30% or  more of the total  voting
rights  of all outstanding shares of Voting  Stock. For purposes of the Restated
Rights Agreement, total voting rights of Voting Stock shall be determined  based
upon  the fixed voting rights of holders of outstanding shares of Brink's Stock,
Burlington Stock and Minerals Stock in effect on any such Distribution Date. See
'Description of Brink's Stock and Burlington Stock -- Voting'.
 
     In the  event  the  Company is  acquired  in  a merger  or  other  business
combination  or 50% or more of its assets  or assets representing 50% or more of
its earning power are sold, leased,  exchanged or otherwise transferred (in  one
or more transactions) to a publicly traded corporation, each Brink's Right, each
Minerals  Right and each  Burlington Right will entitle  its holder to purchase,
for the Series A Purchase Price, Series  B Purchase Price and Series D  Purchase
Price,  respectively, that number of common  shares of such corporation which at
the time of the transaction  would have a market  value of twice the  applicable
Purchase  Price. Similarly, in the event the  Company is acquired in a merger or
other business combination or 50% or  more of its assets or assets  representing
50%  or more of the earning power of  the Company are sold, leased, exchanged or
otherwise transferred (in one or more transactions)  to an entity that is not  a
publicly traded corporation, each Right will entitle its holder to purchase, for
the  applicable  Purchase Price,  at such  holder's option,  (i) that  number of
shares of such entity (or, at such holder's option, of the surviving corporation
in such  acquisition, which  could be  the Company)  which at  the time  of  the
transaction  would have a book  value of twice the  applicable Purchase Price or
(ii) if such entity  has an affiliate which  has publicly traded common  shares,
that  number  of  common shares  of  such affiliate  which  at the  time  of the
transaction would have a market value of twice the applicable Purchase Price.
 
     In the event an Acquiring Person (i) shall acquire beneficial ownership  of
shares  of Voting Stock representing  30% or more of  the total voting rights of
all outstanding  shares  of  Voting  Stock  or  (ii)  engages  in  one  or  more
'self-dealing' transactions with the Company as set forth in the Restated Rights
Agreement  (any such event being called  a 'Triggering Event'), (a) each Brink's
Right will entitle its holder to purchase, at the Series A Purchase Price,  that
number  of one one-thousandths (1/1000th) of a  Series A Share equivalent to the
number of shares of  Brink's Stock which  at the time  of the transaction  would
have  a market  value of twice  the Series  A Purchase Price,  (b) each Minerals
Right will entitle its holder to purchase, at the Series B Purchase Price,  that
number  of one one-thousandths (1/1000th) of a  Series B Share equivalent to the
number  of   shares   of   Minerals   Stock   which   at   the   time   of   the
 
                                       43

transaction  would have a market value of  twice the Series B Purchase Price and
(c) each Burlington Right will entitle its  holder to purchase, at the Series  D
Purchase  Price, that  number of  one one-thousandths  (1/1000th) of  a Series D
Share equivalent to the number of shares  of Burlington Stock which at the  time
of  the transaction  would have a  market value  of twice the  Series D Purchase
Price.
 
     In the event the Company merges with an Acquiring Person and the Company is
the surviving  corporation and  all  the Voting  Stock remains  outstanding  and
unchanged  (any such event being called an 'Affiliate Merger'), (a) each Brink's
Right will entitle its holder to purchase, at the Series A Purchase Price,  that
number  of shares of  Brink's Stock which  at the time  of the transaction would
have a market  value of twice  the Series  A Purchase Price,  (b) each  Minerals
Right  will entitle its holder to purchase, at the Series B Purchase Price, that
number of shares of Minerals  Stock which at the  time of the transaction  would
have a market value of twice the Series B Purchase Price and (c) each Burlington
Right  will entitle its holder to purchase, at the Series D Purchase Price, that
number of shares of Burlington Stock which at the time of the transaction  would
have a market value of twice the Series D Purchase Price.
 
     Under no circumstances may a Right be transferred to an Acquiring Person or
an  affiliate  or  associate  of  an  Acquiring  Person  or  to  any  person who
subsequently becomes  an Acquiring  Person or  affiliate or  associate, and  any
purported  transfer of Rights to any such  person shall be, and shall render the
Rights purported to be transferred, null and void.
 
     At any time prior to the earliest of (i) the tenth day following the  Share
Acquisition  Date, (ii) the occurrence of  a Triggering Event or (iii) September
25, 1997 (the 'Expiration Date'), the Board may redeem the Rights in whole,  but
not  in  part, at  a price  (in cash  or securities  deemed by  the Board  to be
equivalent in value) of $.01 per  Right (the 'Redemption Price'). However,  once
an  Acquiring Person becomes  an Acquiring Person, the  Rights may thereafter be
redeemed only  if  the  Board,  with  the  concurrence  of  a  majority  of  the
Disinterested   Directors  (as  defined  in   the  Restated  Rights  Agreement),
determines that such redemption is in the best interests of the Company and  its
shareholders.
 
     Immediately upon the action of the Board electing to redeem the Rights, and
upon such election, the right to exercise the Rights will terminate and the only
right of the holders of Rights will be to receive the Redemption Price.
 
     Until  a Right  is exercised,  the holder  thereof, as  such, will  have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.
 
     At any time prior  to the Distribution Date,  the Company may, without  the
approval  of any holder of the Rights,  supplement or amend any provision of the
Restated Rights Agreement  (including the  date on which  the Distribution  Date
shall occur), except that no supplement or amendment shall be made which reduces
the Redemption Price or provides for an earlier Expiration Date. However, at any
time  when there is  an Acquiring Person,  the Restated Rights  Agreement may be
supplemented or amended only if the Board, with the concurrence of a majority of
the Disinterested Directors, determines that such supplement or amendment is  in
the best interests of the Company and its shareholders.
 
     A  copy of  the form  of the Restated  Rights Agreement  (which includes as
Exhibit B-1 the Form  of Rights Certificate for  Brink's Rights, as Exhibit  B-2
the  Form of Rights Certificate for Minerals  Rights and as Exhibit B-3 the Form
of Rights Certificate for Burlington Rights) has been filed with the  Commission
as  an  exhibit to  the  Registration Statement  to  which this  Proxy Statement
relates and is incorporated herein by  reference. A copy of the Restated  Rights
Agreement  is  available free  of charge  from the  Rights Agent.  The foregoing
description of the Rights is a summary only and is qualified in its entirety  by
reference to the Restated Rights Agreement.
 
POSSIBLE ANTITAKEOVER EFFECTS
 
     The  Virginia Stock Corporation Act ('SCA'), the Restated Rights Agreement,
the Articles of Incorporation and the Company's bylaws contain provisions  which
may  serve  to discourage  or make  more difficult  a change  in control  of the
Company without  the support  of  the Board  or  without meeting  various  other
conditions.  The  principal  provisions  of the  Restated  Rights  Agreement are
described
 
                                       44

above, and the more important provisions of the SCA and the other aforementioned
corporate governance documents are outlined below.
 
     Under Section 13.1-725 of the SCA, certain 'affiliated transactions' with a
person owning 10%  or more of  any class of  a corporation's outstanding  voting
shares  must be approved by  a majority of the  disinterested directors and by a
two-thirds vote of the shareholders other than such person for a period of three
years after  the date  on which  such  person became  a 10%  owner.  'Affiliated
transactions' include mergers, statutory share exchanges for any class of stock,
recapitalizations  and  sales of  assets other  than in  the ordinary  course of
business. The Brink's Stock Proposal would  reduce the number of shares that  an
acquirer   could  purchase  without  triggering  the  'affiliated  transactions'
provisions, unless such acquirer  were to purchase  up to 10%  of the shares  of
each of Brink's Stock, Burlington Stock and Minerals Stock. In addition, the SCA
provides  that a person acquiring voting  shares within certain specified ranges
(beginning with 20%) of a corporation's shares entitled to vote in the  election
of  directors does not  have voting rights  with respect to  the acquired shares
unless such rights are  approved by a majority  of shareholders other than  such
acquiring person.
 
     The  Articles  of  Incorporation  and  the  Company's  bylaws  also contain
provisions which could make a change  in control of the Company more  difficult.
For  example, such Articles provide for a classified Board under which one-third
of the total number of directors are  elected each year and prohibit removal  of
directors  for other  than cause.  The provision for  a classified  Board can be
amended  only  by  an  80%  shareholder  vote.  In  addition,  the  Articles  of
Incorporation  authorize the  issue of 2,000,000  shares of  preferred stock, of
which 85,000 shares would be reserved for issue in accordance with the  Restated
Rights  Agreement. Under the Articles of Incorporation, the Board is authorized,
without further action  by the  shareholders of  the Company,  to establish  the
preferences,  limitations and relative rights of  the preferred stock. The issue
and sale of shares of preferred stock could occur in connection with an  attempt
to  acquire  control of  the  Company, and  the terms  of  such shares  could be
designed in part to impede the acquisition of such control. The Company's bylaws
provide that  only  the Board  or  the Chairman  may  call special  meetings  of
shareholders  and the  SCA requires  only that  not more  than 15  months elapse
between annual meetings. The Company's bylaws also contain provisions regulating
the procedure by which  shareholders may nominate  directors and bring  business
before a meeting of shareholders.
 
     The  Company believes that  the Brink's Stock Proposal,  if approved by the
shareholders, should not make a change in control of the Company more difficult.
Each share of Brink's  Stock and Burlington Stock  will initially have one  vote
per  share.  Implementation  of  the Brink's  Stock  Proposal  will  require the
issuance of shares of Burlington Stock in  an amount equal to 50% of the  number
of  shares of  Brink's Stock that  will replace,  share-for-share, the presently
outstanding Services  Stock. Although  the number  of outstanding  shares  would
initially increase by 50%, the cost to an acquiring person of obtaining majority
control  would depend  on the  market value  of each  class. The  Company cannot
predict whether, to what  extent or during  what periods of  time such cost  may
increase  or decrease, nor  can the Company  predict the effect  of the proposed
provisions for periodic adjustment of voting rights (see 'Description of Brink's
Stock, Burlington  Stock  and  Minerals  Stock --  Voting').  Under  the  Rights
Agreement  (which  is currently  in  effect), the  purchase  price for  each one
one-thousandth (1/1000th)  of a  Preferred Share  (as defined  therein) is  $40.
Under  the Restated Rights  Agreement, however, the purchase  price for each one
one-thousandth (1/1000th)  of a  Series A  Share  and Series  D Share  would  be
$26.67,  which reflects a purchase price reduction of 33.3% (from $40 to $26.67)
to reflect the changes resulting from  the Brink's Stock Proposal; the  purchase
price  for each one  one-thousandth (1/1000th) of  a Series B  Share will remain
$40.
 
     Nevertheless, the  existence of  three  classes of  common stock  could  in
certain  circumstances pose obstacles, financial  and otherwise, to an acquiring
person with  particular objectives  in  mind. For  example,  the effect  of  the
provisions  for variable voting rights and  the requirement that Minerals Stock,
Brink's Stock  and  Burlington  Stock  vote  as  a  single  voting  group  might
discourage  a potential acquire from initiating  a proxy contest or tender offer
as a result of the complexities involved  in acquiring a majority of the  voting
stock of the Company.
 
     The  Brink's  Stock Proposal  includes provisions  by which  the authorized
Brink's Stock, Burlington Stock and  Minerals Stock would aggregate 170  million
shares, as compared with 120 million shares of
 
                                       45

common  stock  currently  authorized  (of  which  approximately  50  million are
outstanding as of December 11, 1995).  The increased availability of shares  for
possible  future issuance  without approval  of shareholders  would not,  in the
Company's view,  make  a  change  in control  of  the  Company  materially  more
difficult.

                               OTHER INFORMATION
 
SOLICITATION STATEMENT
 
     The  cost of this solicitation of proxies  will be borne by the Company. In
addition to soliciting proxies by mail, directors, officers and employees of the
Company, without receiving additional compensation therefor, may solicit proxies
by telephone, telegram, in person or  by other means. Arrangements also will  be
made  with brokerage  firms and  other custodians,  nominees and  fiduciaries to
forward proxy solicitation material to the beneficial owners of Services  Stock,
Minerals  Stock and the Preferred  Stock held of record  by such persons and the
Company  will  reimburse   such  brokerage  firms,   custodians,  nominees   and
fiduciaries for reasonable out-of-pocket expenses incurred by them in connection
therewith.  The Company has retained Kissel-Blake  Inc. to perform various proxy
advisory and solicitation services.  The fee of  Kissel-Blake Inc. is  currently
estimated  to  be  approximately $20,000,  plus  reimbursement  of out-of-pocket
expenses.
 
                                    EXPERTS
 
     The Consolidated Financial  Statements and  Schedules of  the Company,  the
Financial  Statements  and Schedules  of Pittston  Brink's Group,  the Financial
Statements  and  Schedules  of  Pittston  Burlington  Group  and  the  Financial
Statements  of Pittston Minerals Group as of December 31, 1994 and 1993, and for
each of the  three years  in the  period ended  December 31,  1994, included  or
incorporated  by reference  in this  Proxy Statement,  have been  so included or
incorporated in reliance on  the reports of KPMG  Peat Marwick LLP,  independent
certified  public accountants, and upon the authority of said firm as experts in
accounting and auditing.
 
     The reports of KPMG Peat Marwick  LLP covering the Financial Statements  of
Pittston  Brink's Group, the  Financial Statements of  Pittston Burlington Group
and the Financial Statements of Pittston Minerals Group as of December 31,  1994
and 1993, and for each of the three years in the period ended December 31, 1994,
contain  an explanatory paragraph  that states that  the Financial Statements of
Pittston Brink's Group,  the Financial Statements  of Pittston Burlington  Group
and  the  Financial Statements  of  Pittston Minerals  Group  should be  read in
connection with the audited Consolidated Financial Statements of the Company.
 
                                 LEGAL OPINIONS
 
     The validity of the reclassification of Services Stock as Brink's Stock and
the issuance of Burlington Stock will be passed upon for the Company by Hunton &
Williams, Richmond, Virginia. Certain  tax matters will be  passed upon for  the
Company by Cravath, Swaine & Moore, New York, New York.
 
                                          By order of the Board of Directors,
                                          AUSTIN F. REED
                                          Secretary
 
Dated: December 15, 1995
 
                                       46

                                                                         ANNEX I
 
                           GLOSSARY OF CERTAIN TERMS

                                                                                             PAGE ON WHICH TERM IS
                                                                                             DEFINED IN THE PROXY
                                           TERM                                                    STATEMENT
- ------------------------------------------------------------------------------------------   ---------------------

Aggregate Market Capitalization...........................................................              II-6
Available Minerals Dividend Amount........................................................              II-7
Articles of Amendment.....................................................................                 2
Articles of Incorporation.................................................................                 2
BHS.......................................................................................                17
Board.....................................................................................                 1
Brink's Stock.............................................................................                 1
Brink's Stock Proposal....................................................................                 1
Burlington Stock..........................................................................                 1
Business Day..............................................................................          34, II-7
Commission................................................................................                 3
Company...................................................................................                 1
Composite Tape............................................................................                15
CS First Boston...........................................................................                24
Disposition...............................................................................          33, II-7
Effective Date............................................................................           2, II-7
Exchange Act..............................................................................                 3
Fair Market Value.........................................................................          34, II-7
Group.....................................................................................                 1
Groups....................................................................................                 1
Meeting...................................................................................                 1
Minerals Net Income.......................................................................              II-8
Minerals Stock............................................................................                 1
NYSE......................................................................................                 2
Nominal Shares............................................................................                11
Pittston..................................................................................                 1
Pittston Brink's Group....................................................................           1, II-8
Pittston Burlington Group.................................................................           1, II-8
Pittston Minerals Group...................................................................           1, II-8
Pittston Services Group...................................................................                 1
1988 Plan.................................................................................                40
Preferred Stock...........................................................................                 1
Program...................................................................................                41
Proxy Statement...........................................................................                 1
Record Date...............................................................................                 5
Registration Statement....................................................................                 3
Rights Agreement..........................................................................                42
Securities Act............................................................................                 3
Services Stock............................................................................                 1
Transaction...............................................................................                 5

                                      I-1

                                                                        ANNEX II
 
                             ARTICLES OF AMENDMENT
                                     TO THE
                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                              THE PITTSTON COMPANY
 
     Pursuant  to Section  13.1-710 of the  Virginia Stock  Corporation Act, The
Pittston Company,  a  corporation  organized  and existing  under  the  laws  of
Virginia,  in accordance with Section 13.1-604 of the Virginia Stock Corporation
Act, DOES HEREBY CERTIFY as follows:
 
          FIRST: The  name  of the  Corporation  is The  Pittston  Company  (the
     'Corporation').
 
          SECOND:  Pursuant to resolutions duly adopted  by all the directors of
     the Corporation, resolutions  were duly  adopted setting  forth a  proposed
     amendment  to the  Restated Articles  of Incorporation  of the Corporation,
     declaring said amendment to be advisable, directing that said amendment  be
     considered  at a special meeting of the shareholders of the Corporation and
     reserving unto the Board the power to abandon the proposal  notwithstanding
     shareholder  approval thereof.  The resolution  setting forth  the proposed
     amendment is as follows:
 
             RESOLVED, that the  Board of Directors  of this Corporation  hereby
        declares  it  advisable  and  recommends to  the  shareholders  that the
        Pittston Services Group  Common Stock,  par value $1.00  per share  (the
        'Services  Stock'), be  reclassified and that,  in order  to effect such
        reclassification, (A) shares of Burlington  Stock be distributed to  the
        holders  of Services  Stock on  the basis  of one-half  of one  share of
        Burlington Stock for each  outstanding share of  Services Stock and  (B)
        the Restated Articles of Incorporation of the Corporation be amended by:
        (i) deleting the introductory paragraph and Division I of Article III in
        their entirety and substituting in lieu thereof the following:
 
                The   total  number  of  shares   of  capital  stock  which  the
           Corporation shall have authority to issue is one hundred  seventy-two
           million  (172,000,000), of which two million (2,000,000) shares shall
           be shares of Preferred Stock, par value $10.00 per share (hereinafter
           called 'Preferred Stock'), one  hundred million (100,000,000)  shares
           shall  be shares  of a class  of common stock  designated as Pittston
           Brink's Group  Common  Stock, par  value  $1.00 per  share  ('Brink's
           Stock'), fifty million (50,000,000) shares shall be shares of a class
           of common stock designated as Pittston Burlington Group Common Stock,
           par  value $1.00 per  share ('Burlington Stock'),  and twenty million
           (20,000,000) shares shall be shares of Pittston Minerals Group Common
           Stock, par value $1.00 per  share ('Minerals Stock'). Brink's  Stock,
           Burlington Stock and Minerals Stock shall hereinafter collectively be
           called 'Common Stock'.
 
                                   DIVISION I
 
     The  preferences, limitations  and relative  rights of  the shares  of each
class of Common Stock are as follows:
 
          1.  Dividend  Rights.  (a)  Subject  to  the  express  terms  of   any
     outstanding  series of Preferred Stock, dividends  may be declared and paid
     upon Brink's  Stock, Burlington  Stock and  Minerals Stock  upon the  terms
     provided for below with respect to each such class:
 
             (i)  Dividends on Brink's Stock  and Burlington Stock. Dividends on
        Brink's Stock and/or Burlington  Stock may be declared  and paid out  of
        funds  of  the Corporation  legally available  therefor. Subject  to the
        foregoing, the declaration and payment of dividends on Brink's Stock and
        Burlington Stock, and the amount thereof,  shall at all times be  solely
        in the discretion of the Board of Directors.
 
             (ii)  Dividends on Minerals Stock.  Dividends on Minerals Stock may
        be declared  and  paid only  out  of the  lesser  of (A)  funds  of  the
        Corporation  legally available  therefor and (B)  the Available Minerals
        Dividend Amount. Subject to the  foregoing, the declaration and  payment
 
                                      II-1

        of  dividends on  Minerals Stock, and  the amount thereof,  shall at all
        times be solely in the discretion of the Board of Directors.
 
          (b) Discrimination Among Brink's Stock, Burlington Stock and  Minerals
     Stock.  The  Board  of Directors,  subject  to the  provisions  of Sections
     1(a)(i) and  1(a)(ii),  may,  in  its  sole  discretion,  declare  and  pay
     dividends  exclusively on  Brink's Stock, exclusively  on Burlington Stock,
     exclusively on Minerals Stock or on any combination or all of such  classes
     in equal or unequal amounts, notwithstanding the amounts of funds available
     for  dividends on each class, the  respective voting and liquidation rights
     of each class, the amount of prior dividends declared on each class or  any
     other factor.
 
          (c)  Distribution Determination.  Pursuant to Section  13.1-653 of the
     Virginia  Stock  Corporation  Act,  the  Board  of  Directors  may  base  a
     determination that a proposed dividend distribution is out of funds legally
     available  therefor  under  Virginia  law  either  on  financial statements
     prepared on  the basis  of  accounting practices  and principles  that  are
     reasonable in the circumstances or on a fair valuation of the Corporation's
     total net assets or other method that is reasonable in the circumstances.
 
          2.  Exchange. Shares of  Brink's Stock, Burlington  Stock and Minerals
     Stock are subject to exchange upon the terms provided below:
 
             (a) Exchange of Brink's Stock. Outstanding shares of Brink's  Stock
        shall  not be  subject to either  optional or mandatory  exchange by the
        Board of Directors.
 
             (b)  Exchange  of  Burlington  Stock.  (i)  In  the  event  of  the
        Disposition,  in one transaction or a series of related transactions, by
        the Corporation of all or substantially all of the properties and assets
        of  Pittston  Burlington  Group  (other  than  in  connection  with  the
        Disposition  by  the  Corporation of  all  or substantially  all  of its
        properties and assets in one transaction) to any person, entity or group
        (other than  (A) the  holders of  all outstanding  shares of  Burlington
        Stock  on a pro rata  basis or (B) any person,  entity or group in which
        the  Corporation,  directly  or  indirectly,  owns  a  majority   equity
        interest),  the Corporation shall, on or prior to the first Business Day
        following the 60th day following  the consummation of such  Disposition,
        exchange  each outstanding share of Burlington  Stock for fully paid and
        nonassessable shares of  Brink's Stock (or,  if there are  no shares  of
        Brink's  Stock outstanding on the Exchange  Date, of Minerals Stock, or,
        if there are  no shares of  Minerals Stock outstanding  on the  Exchange
        Date  and shares of another class or classes of Common Stock (other than
        Burlington Stock) are then  outstanding, of such  other class of  Common
        Stock  as then has the largest Aggregate Market Capitalization) having a
        Fair Market Value equal to 115% of the Fair Market Value of one share of
        Burlington Stock, as of the date of the first public announcement by the
        Corporation of such Disposition.
 
             (ii) The  Board  of  Directors  may, by  a  majority  vote  of  the
        directors  then in  office, at any  time in its  sole discretion declare
        that each outstanding share of  Burlington Stock shall be exchanged,  on
        an  Exchange Date set forth  in a notice to  holders of Burlington Stock
        pursuant to Section 2(e)(i), for fully paid and nonassessable shares  of
        Brink's  Stock (or, if there are  no shares of Brink's Stock outstanding
        on the Exchange Date, of Minerals Stock,  or, if there are no shares  of
        Minerals  Stock outstanding  and shares of  another class  or classes of
        Common Stock (other than Burlington Stock) are then outstanding, of such
        other class of  Common Stock as  then has the  largest Aggregate  Market
        Capitalization)  having a  Fair Market Value  equal to 115%  of the Fair
        Market Value of one  share of Burlington  Stock, as of  the date of  the
        first public announcement by the Corporation of such exchange.
 
             (iii)  After any Exchange  Date on which  all outstanding shares of
        Burlington Stock were exchanged, any  share of Burlington Stock that  is
        issued  on conversion or  exercise of any  Convertible Securities shall,
        immediately upon issuance  pursuant to such  conversion or exercise  and
        without any notice or any other action on the part of the Corporation or
        its  Board of Directors or the holder of such share of Burlington Stock,
        be exchanged for the amount of shares of Brink's Stock or another  class
        of  Common Stock that  a holder of such  Convertible Security would have
        been entitled  to receive  pursuant  to the  terms of  such  Convertible
 
                                      II-2

        Security had such terms provided that the conversion privilege in effect
        immediately  prior to any  exchange by the Corporation  of any shares of
        its Burlington  Stock for  shares  of any  other  capital stock  of  the
        Corporation would be adjusted so that the holder of any such Convertible
        Security  thereafter  surrendered for  conversion  would be  entitled to
        receive the number of shares of  capital stock of the Corporation he  or
        she  would  have  owned  immediately  following  such  action  had  such
        Convertible Security  been  converted  immediately  prior  thereto.  The
        provisions  of this Section 2(b)(iii) shall not apply to the extent that
        equivalent adjustments are otherwise made pursuant to the provisions  of
        such Convertible Securities.
 
             (c)   Exchange  of  Minerals  Stock.  (i)   In  the  event  of  the
        Disposition, in one transaction or a series of related transactions,  by
        the Corporation of all or substantially all of the properties and assets
        of   Pittston  Minerals  Group  (other   than  in  connection  with  the
        Disposition by  the  Corporation of  all  or substantially  all  of  its
        properties and assets in one transaction) to any person, entity or group
        (other  than (A) the holders of all outstanding shares of Minerals Stock
        on a pro  rata basis or  (B) any person,  entity or group  in which  the
        Corporation,  directly or indirectly, owns  a majority equity interest),
        the Corporation shall, on or prior  to the first Business Day  following
        the  60th day following  the consummation of  such Disposition, exchange
        each  outstanding  share   of  Minerals   Stock  for   fully  paid   and
        nonassessable  shares of  Brink's Stock (or,  if there are  no shares of
        Brink's Stock outstanding on the Exchange Date, of Burlington Stock, or,
        if there are no shares of  Burlington Stock outstanding on the  Exchange
        Date  and shares of another class or classes of Common Stock (other than
        Minerals Stock)  are then  outstanding, of  such other  class of  Common
        Stock  as then has the largest Aggregate Market Capitalization) having a
        Fair Market Value equal to 115% of the Fair Market Value of one share of
        Minerals Stock, as of the date  of the first public announcement by  the
        Corporation of such Disposition.
 
             (ii)  The  Board  of  Directors  may, by  a  majority  vote  of the
        directors then in  office, at any  time in its  sole discretion  declare
        that  each outstanding share of Minerals Stock shall be exchanged, on an
        Exchange Date  set  forth in  a  notice  to holders  of  Minerals  Stock
        pursuant  to Section 2(e)(i), for fully paid and nonassessable shares of
        Brink's Stock (or, if there are  no shares of Brink's Stock  outstanding
        on the Exchange Date, of Burlington Stock, or, if there are no shares of
        Burlington  Stock outstanding on the Exchange Date and shares of another
        class or classes of  Common Stock (other than  Minerals Stock) are  then
        outstanding, of such other class of Common Stock as then has the largest
        Aggregate  Market Capitalization)  having a  Fair Market  Value equal to
        115% of the Fair Market Value of one share of Minerals Stock, as of  the
        date  of  the  first  public announcement  by  the  Corporation  of such
        exchange.
 
             (iii) After any Exchange  Date on which  all outstanding shares  of
        Minerals  Stock  were exchanged,  any share  of  Minerals Stock  that is
        issued on conversion  or exercise of  any Convertible Securities  shall,
        immediately  upon issuance pursuant  to such conversion  or exercise and
        without any notice or any other action on the part of the Corporation or
        its Board of Directors or the holder of such share of Minerals Stock, be
        exchanged for the amount of shares of Brink's Stock or another class  of
        Common  Stock that a holder of such Convertible Security would have been
        entitled to receive pursuant to  the terms of such Convertible  Security
        had  such  terms  provided  that  the  conversion  privilege  in  effect
        immediately prior to any  exchange by the Corporation  of any shares  of
        its  Minerals  Stock  for  shares  of any  other  capital  stock  of the
        Corporation would be adjusted so that the holder of any such Convertible
        Security thereafter  surrendered for  conversion  would be  entitled  to
        receive  the number of shares of capital  stock of the Corporation he or
        she  would  have  owned  immediately  following  such  action  had  such
        Convertible  Security  been  converted  immediately  prior  thereto. The
        provisions of this Section 2(c)(iii) shall not apply to the extent  that
        equivalent  adjustments are otherwise made pursuant to the provisions of
        such Convertible Securities.
 
             (d) Certain  Definitions.  For  purposes of  Sections  2(b)(i)  and
        2(c)(i):
 
                (i)  as of  any date, 'substantially  all of  the properties and
           assets' of Pittston Burlington Group  or Pittston Minerals Group,  as
           the  case may be, shall mean a  portion of such properties and assets
           that  represents  at  least  80%   of  either  of  the   then-current
 
                                      II-3

           market  value,  as  determined by  the  Board of  Directors  based on
           opinions, appraisals  or  such  other evidence  as  the  Board  shall
           consider  relevant, of, or  the aggregate reported  net sales for the
           immediately  preceding  twelve  fiscal   quarterly  periods  of   the
           Corporation  derived  from,  the properties  and  assets  of Pittston
           Burlington Group or Pittston Minerals Group, respectively, as of such
           date (excluding the properties  and assets of  any person, entity  or
           group  in which  the Corporation,  directly or  indirectly, owns less
           than a majority equity interest);
 
                (ii) if immediately after  any event, the Corporation,  directly
           or  indirectly,  owns less  than a  majority  equity interest  in any
           person, entity  or  group  in  which  the  Corporation,  directly  or
           indirectly, owned a majority equity interest immediately prior to the
           occurrence  of such event, a Disposition of all of the properties and
           assets of  Pittston  Burlington  Group or  Pittston  Minerals  Group,
           respectively,  owned by such person, entity  or group shall be deemed
           to have occurred; and
 
                (iii) in the case of a Disposition of properties and assets in a
           series of related transactions, such Disposition shall not be  deemed
           to  have been consummated until the  consummation of the last of such
           transactions.
 
             (e) General Exchange Provisions. (i)  In the event of any  exchange
        pursuant  to  Sections  2(b)(i)  and  (ii)  or  2(c)(i)  and  (ii),  the
        Corporation shall cause to be given  to each holder of Burlington  Stock
        or  Minerals Stock,  respectively, a notice  stating (A)  that shares of
        Burlington Stock or  Minerals Stock, respectively,  shall be  exchanged,
        (B)  the Exchange  Date, (C)  the kind and  amount of  shares of capital
        stock to  be received  by such  holder  with respect  to each  share  of
        Burlington  Stock or Minerals Stock,  respectively, held by such holder,
        including details as to the calculation thereof, (D) the place or places
        where certificates for  shares of  Burlington Stock  or Minerals  Stock,
        respectively,  properly endorsed  or assigned  for transfer  (unless the
        Corporation shall waive  such requirement),  are to  be surrendered  for
        delivery  of certificates for shares of such capital stock and (E) that,
        subject to Section 2(e)(iii), dividends on Burlington Stock or  Minerals
        Stock,  respectively, will  cease to be  paid as of  such Exchange Date.
        Such notice shall be sent by first-class mail, postage prepaid, not less
        than 30 nor more than 60 days prior to the Exchange Date and in any case
        to each holder of Burlington  Stock or Minerals Stock, respectively,  at
        such holder's address as the same appears on the stock transfer books of
        the  Corporation.  Neither  the  failure  to  mail  such  notice  to any
        particular holder of Burlington  Stock or Minerals Stock,  respectively,
        nor any defect therein shall affect the sufficiency thereof with respect
        to any other holder of Burlington Stock or Minerals Stock, respectively.
 
             (ii)  The Corporation  shall not  be required  to issue  or deliver
        fractional shares  of  any class  of  capital  stock to  any  holder  of
        Burlington  Stock  or  Minerals Stock,  as  the  case may  be,  upon any
        exchange pursuant to  this Section  2. If the  number of  shares of  any
        class  of  capital  stock  remaining  to  be  issued  to  any  holder of
        Burlington Stock or Minerals Stock is a fraction, the Corporation shall,
        if such fraction is not issued or  delivered to such holder, pay a  cash
        adjustment  in respect of such  fraction in an amount  equal to the Fair
        Market Value of such fraction on the date such payment is to be made.
 
             (iii) No adjustments in respect of dividends shall be made upon the
        exchange of any  shares of Burlington  Stock or Minerals  Stock, as  the
        case  may be; provided, however, that, if the Exchange Date with respect
        to Burlington Stock  or Minerals  Stock, as the  case may  be, shall  be
        subsequent  to the record  date for the  payment of a  dividend or other
        distribution thereon or with respect thereto, the holders of such shares
        of Burlington Stock  or Minerals  Stock, respectively, at  the close  of
        business  on such record date shall  be entitled to receive the dividend
        or other distribution payable on or  with respect to such shares on  the
        date   set  for  payment   of  such  dividend   or  other  distribution,
        notwithstanding the exchange of such shares or the Corporation's default
        in payment of the dividend or distribution due on such date.
 
             (iv) Before any holder  of shares of  Burlington Stock or  Minerals
        Stock,  as the  case may be,  shall be entitled  to receive certificates
        representing shares of any capital stock  to be received by such  holder
        with  respect  to such  shares of  Burlington  Stock or  Minerals Stock,
 
                                      II-4

        respectively, pursuant to this Section 2, such holder shall surrender at
        such office  as  the Corporation  shall  specify certificates  for  such
        shares  of  Burlington Stock  or  Minerals Stock,  properly  endorsed or
        assigned  for  transfer  (unless   the  Corporation  shall  waive   such
        requirement).  The Corporation  will as  soon as  practicable after such
        surrender of  certificates representing  shares of  Burlington Stock  or
        Minerals  Stock deliver to  the person for whose  account such shares of
        Burlington Stock or Minerals Stock were so surrendered, or to his or her
        nominee or  nominees,  certificates  representing the  number  of  whole
        shares of the kind of capital stock to which he or she shall be entitled
        as  aforesaid,  together  with any  fractional  payment  contemplated by
        Section 2(e)(ii).
 
             (v) From and after  any applicable Exchange Date,  all rights of  a
        holder  of shares of Burlington Stock or Minerals Stock, as the case may
        be, that were exchanged shall cease except for the right, upon surrender
        of the  certificates representing  such shares  of Burlington  Stock  or
        Minerals  Stock,  respectively,  to  receive  certificates  representing
        shares of  the  capital  stock  for which  such  shares  were  exchanged
        together  with any  fractional payment contemplated  by Section 2(e)(ii)
        and rights to dividends as provided in Section 2(e)(iii). No holder of a
        certificate that immediately prior to  the applicable Exchange Date  for
        Burlington  Stock or  Minerals Stock,  as the  case may  be, represented
        shares of Burlington  Stock or  Minerals Stock,  respectively, shall  be
        entitled  to receive any dividend or  other distribution with respect to
        shares of  any kind  of capital  stock into  which Burlington  Stock  or
        Minerals  Stock,  respectively, was  exchanged  until surrender  of such
        holder's certificate  for  a certificate  or  certificates  representing
        shares  of such kind of capital  stock. Upon such surrender, there shall
        be paid to the holder the amount of any dividends or other distributions
        (without interest) which  theretofore became payable  with respect to  a
        record date after the Exchange Date, but that were not paid by reason of
        the foregoing, with respect to the number of whole shares of the kind of
        capital stock represented by the certificate or certificates issued upon
        such  surrender. From and after an Exchange Date for Burlington Stock or
        Minerals Stock, the Corporation shall, however, be entitled to treat the
        certificates for Burlington Stock or Minerals Stock, respectively,  that
        have  not yet been surrendered for  exchange as evidencing the ownership
        of the number of whole shares of the kind of capital stock for which the
        shares of  Burlington  Stock  or  Minerals  Stock  represented  by  such
        certificates  shall have been exchanged,  notwithstanding the failure to
        surrender such certificates.
 
             (vi) The Corporation  will pay  any and all  documentary, stamp  or
        similar  issue or transfer taxes  that may be payable  in respect of the
        issue or delivery of any shares  of capital stock on exchange of  shares
        of  Burlington Stock or Minerals  Stock pursuant hereto. The Corporation
        shall not, however, be required  to pay any tax  that may be payable  in
        respect of any transfer involved in the issue and delivery of any shares
        of  capital  stock in  a name  other than  that in  which the  shares of
        Burlington Stock or Minerals Stock so exchanged were registered, and  no
        such  issue  or  delivery shall  be  made  unless and  until  the person
        requesting such issue has paid to the Corporation the amount of any such
        tax, or has established to the satisfaction of the Corporation that such
        tax has been paid.
 
          3. Voting Rights. (a) The  holders of Brink's Stock, Burlington  Stock
     and  Minerals Stock  shall vote  together as a  single voting  group on all
     matters; provided, however, that, except as provided below with respect  to
     amending  voting rights  of Minerals Stock,  the holders  of Brink's Stock,
     Burlington Stock or Minerals Stock, as  the case may be, voting  separately
     as  a separate voting group, shall be entitled  to approve by the vote of a
     majority of  the shares  of  Brink's Stock,  Burlington Stock  or  Minerals
     Stock, as the case may be, then outstanding any proposed amendment to these
     Restated  Articles  of Incorporation  to the  extent prescribed  by Section
     13.1-708 of  the Virginia  Stock Corporation  Act. Each  holder of  Brink's
     Stock  shall be entitled to one vote, in person or by proxy, for each share
     of Brink's Stock standing in his or her name on the stock transfer books of
     the Corporation.  Except as  otherwise provided  below and  subject to  the
     provisions of Section 5, each holder of Burlington Stock and each holder of
     Minerals Stock shall be entitled to one vote and 0.626 votes, respectively,
     in  person or  by proxy,  for each  share of  Burlington Stock  or Minerals
     Stock, respectively, standing  in his  or her  name on  the stock  transfer
     books  of the Corporation from the Effective Date to and including December
     31, 1997. On
 
                                      II-5

     January 1, 1998,  and on  each January 1  every two  years thereafter,  the
     number  of votes to which the holder  of each share of Burlington Stock and
     the holder  of each  share of  Minerals Stock  shall be  entitled shall  be
     adjusted  and fixed for two-year  periods to equal the  quotient of (i) the
     quotient of (x) the Aggregate Market Capitalization of Burlington Stock  or
     Minerals  Stock,  respectively, on  each such  date  and (y)  the Aggregate
     Market Capitalization of the Company on each such date, divided by (ii) the
     number of  shares  of Burlington  Stock  or Minerals  Stock,  respectively,
     outstanding  on each  such date. Any  proposed amendment  to these Restated
     Articles of Incorporation that would affect or otherwise adjust the  voting
     rights  of  the  holders  of  Minerals  Stock  shall  be  approved  by  the
     affirmative vote of the holders of two-thirds of the outstanding shares  of
     Minerals  Stock, voting separately as a separate voting group. The Board of
     Directors shall take such  action to implement such  changes in the  voting
     rights of Burlington Stock or Minerals Stock as may be required pursuant to
     this Section 3(a).
 
          (b)  Unless  the Board  of Directors  conditions  its submission  of a
     particular matter  on receipt  of a  greater  vote or  on any  other  basis
     permitted  by applicable law, the vote of  the holders of a majority of the
     outstanding shares of Brink's Stock,  Burlington Stock and Minerals  Stock,
     voting  together as a single voting group,  is required for approval of any
     of the following  that by applicable  law are required  to be submitted  to
     shareholders  for their approval: (i) any amendment or restatement of these
     Articles of Incorporation, except as otherwise provided in Section 3(a)  or
     prescribed  by Section 13.1-708 of the Virginia Stock Corporation Act; (ii)
     a plan  of merger;  (iii) a  plan of  share exchange,  except as  otherwise
     provided  in Section 2; (iv) the sale, lease, exchange or other disposition
     of all or substantially all the property of the Corporation otherwise  than
     in  the usual  and regular  course of  its business;  or (v)  a proposal to
     dissolve the Corporation. The foregoing  provisions shall not be  construed
     to alter or modify in any respect the voting requirements prescribed by the
     Virginia  Stock  Corporation  Act  which  would  in  the  absence  of  such
     provisions be  applicable to  approval of  any affiliated  transaction  (as
     defined  in  said  Act)  or  any  amendment  of  the  Restated  Articles of
     Incorporation of the Corporation relating to the vote required for approval
     of any affiliated transaction.
 
          4. Liquidation Rights. Subject to the provisions of Section 5, in  the
     event  of the  dissolution, liquidation or  winding up  of the Corporation,
     whether voluntary or involuntary, after there  shall have been paid or  set
     apart  for the holders of Preferred  Stock the full preferential amounts to
     which they are entitled, (a) the holders of Brink's Stock shall be entitled
     to receive, on a per share basis in proportion to the total number of  then
     outstanding  shares of Brink's  Stock to the  Total Liquidation Shares, (b)
     the holders of  Burlington Stock  shall be entitled  to receive,  on a  per
     share basis in proportion to the total number of then outstanding shares of
     Burlington  Stock to  the Total Liquidation  Shares and (c)  the holders of
     Minerals Stock  shall be  entitled to  receive,  on a  per share  basis  in
     proportion  to the then  outstanding shares of  Minerals Stock increased by
     the Nominal Shares to the Total Liquidation Shares, in each case determined
     as of the fifth Business Day prior  to the date of the public  announcement
     of   (i)  a  voluntary  dissolution,  liquidation  or  winding  up  of  the
     Corporation or (ii)  the institution  of a proceeding  for the  involuntary
     dissolution, liquidation or winding up of the Corporation, the funds of the
     Corporation remaining for distribution to its common shareholders.
 
          5.  Subdivision or Combination. If the Corporation shall in any manner
     subdivide (by  stock split,  stock dividend  or otherwise)  or combine  (by
     reverse  stock split or otherwise) the outstanding shares of any of Brink's
     Stock, Burlington  Stock  or Minerals  Stock,  the voting  and  liquidation
     rights  of Burlington  Stock and Minerals  Stock relative  to Brink's Stock
     shall be  appropriately  adjusted  so  as to  avoid  any  dilution  in  the
     aggregate voting or liquidation rights of any class.
 
          6.  Definitions. As used in this Division I, the following terms shall
     have the following meanings (with each term defined in the singular  having
     the  comparable meaning  when used  in the  plural and  vice versa), unless
     another definition is provided or the context otherwise requires:
 
             'Aggregate Market Capitalization' shall  mean, with respect to  the
        Company  or any class of  Common Stock as of  any date of determination,
        the product of (i) the Fair Market Value of all classes of Common  Stock
        or  any such class,  as the case  may be, as  of such date  and (ii) the
 
                                      II-6

        number of shares  of all such  classes of  Common Stock or  of any  such
        class, as the case may be, issued and outstanding as of such date.
 
             'Available  Minerals Dividend Amount', on  any date, shall mean the
        greatest of  (a)  an amount  equal  to  (i) $50  million,  increased  or
        decreased,  as appropriate, to reflect (A)  Minerals Net Income from the
        close of  business  on  June  30,  1993,  (B)  any  dividends  or  other
        distributions  declared  or  paid  with respect  to,  or  repurchases or
        issuances of, any shares  of Minerals Stock or  any shares of  Preferred
        Stock   attributed  to  Pittston  Minerals   Group  and  (C)  any  other
        adjustments to shareholders' equity of  Pittston Minerals Group made  in
        accordance  with generally accepted accounting principles, less (ii) the
        aggregate stated capital  of any outstanding  shares of Preferred  Stock
        attributed  to Pittston  Minerals Group;  (b) in  the discretion  of the
        Board of Directors, the excess  of the fair value  of the net assets  of
        Pittston  Minerals Group, as  determined by the Board  of Directors on a
        basis corresponding to one of those set forth in Section 13.1-643 of the
        Virginia Stock Corporation  Act with  respect to  a single  corporation,
        over the aggregate stated capital of any outstanding shares of Preferred
        Stock  attributed to Pittston Minerals Group;  or (c) an amount equal to
        Minerals Net  Income (if  positive) for  the fiscal  year in  which  the
        dividend is declared and/or the preceding fiscal year.
 
             'Business  Day' shall mean each weekday other than any day on which
        Brink's Stock, Burlington Stock or Minerals  Stock is not traded on  any
        national  securities exchange or the  National Association of Securities
        Dealers Automated Quotations System or in the over-the-counter market.
 
             'Convertible  Securities'  shall   mean  any   securities  of   the
        Corporation  that are convertible into or evidence the right to purchase
        any shares  of  Brink's  Stock,  Burlington  Stock  or  Minerals  Stock,
        pursuant to antidilution provisions of such securities or otherwise.
 
             'Disposition'  shall mean  the sale, transfer,  assignment or other
        disposition (whether by merger,  consolidation, sale or contribution  of
        assets or stock or otherwise) of properties or assets.
 
             'Effective  Date' shall mean  the close of business  on the date on
        which the State Corporation Commission of Virginia issues a  certificate
        of  amendment relating  to these Articles  of Amendment  to the Restated
        Articles of Incorporation.
 
             'Exchange Date' shall mean any date fixed for an exchange of shares
        of Burlington Stock or Minerals Stock, as the case may be, as set  forth
        in   a  notice  to  holders  of  Burlington  Stock  or  Minerals  Stock,
        respectively, pursuant to Section 2(e)(i).
 
             'Fair Market Value' of shares of  any class of Common Stock on  any
        date  means the average of  the daily closing prices  thereof for the 10
        consecutive Business Days commencing on  the 30th Business Day prior  to
        the  date in question. The closing price  for each Business Day shall be
        (i) if  such shares  are listed  or admitted  to trading  on a  national
        securities  exchange, the closing  price on the  New York Stock Exchange
        Composite Tape (or any  successor composite tape reporting  transactions
        on  national securities exchanges)  or, if such  New York Stock Exchange
        Composite Tape shall not be in  use or shall not report transactions  in
        such  shares, the last reported sales price regular way on the principal
        national securities exchange on which such shares are listed or admitted
        to trading (which shall be the national securities exchange on which the
        greatest number  of shares  of  stock has  been  traded during  such  10
        consecutive  Business Days), or, if there  is no transaction on any such
        Business Day in any such situation, the mean of the bid and asked prices
        on such Business Day, or (ii) if such shares are not listed or  admitted
        to  trading on any such exchange, the closing price, if reported, or, if
        the closing price is  not reported, the average  of the closing bid  and
        asked  prices  as reported  by  the National  Association  of Securities
        Dealers Automated Quotations  System or a  similar source selected  from
        time  to time  by the  Corporation for this  purpose. In  the event such
        closing prices are  unavailable, the  Fair Market Value  of such  shares
        shall be determined by the Board.
 
                                      II-7

             'Minerals Net Income' shall mean the net income or loss of Pittston
        Minerals   Group  determined  in   accordance  with  generally  accepted
        accounting principles, including income and expenses of the  Corporation
        attributed   to  the  operations   of  Pittston  Minerals   Group  on  a
        substantially consistent basis, including, without limitation, corporate
        administrative costs, net interest and other financial costs and  income
        taxes.

             'Nominal  Shares'  shall mean  4,202,954  shares of  Minerals Stock
        which has been  used to  establish the  initial liquidation  percentages
        among each class of Common Stock as of the Effective Date.

             'Pittston Brink's Group' shall mean, at any time all the businesses
        in which the Corporation is or has been engaged, directly or indirectly,
        and  all  assets  and liabilities  of  the Corporation,  other  than any
        businesses, assets or liabilities constituting Pittston Burlington Group
        or Pittston Minerals Group.
 
             'Pittston Burlington Group' shall  mean, at any  time, (a) all  the
        businesses in which Burlington Air Express Inc. and its subsidiaries (or
        any  of  their  predecessors)  are or  have  been  engaged,  directly or
        indirectly, (b) all  assets and  liabilities of the  Corporation to  the
        extent  attributed to any of such businesses, whether or not such assets
        or liabilities are or  were assets and  liabilities of such  businesses,
        and  (c)  such  businesses,  assets,  and  liabilities  acquired  by the
        Corporation for Pittston Burlington Group  after the Effective Date  and
        determined  by  the  Board  of  Directors  to  be  included  in Pittston
        Burlington Group.
 
             'Pittston Minerals  Group' shall  mean, at  any time,  (a) all  the
        businesses  in which Pittston Coal Company  and its subsidiaries (or any
        of their predecessors) are or have been engaged, directly or indirectly,
        (b) all the businesses  in which Pittston  Mineral Ventures Company  and
        its  subsidiaries  (or  any  of their  predecessors)  are  or  have been
        engaged, directly or indirectly, (c)  all assets and liabilities of  the
        Corporation  to the extent attributed to any of such businesses, whether
        or not such assets or liabilities are or were assets and liabilities  of
        such  businesses,  and  (d)  such  businesses,  assets,  and liabilities
        acquired by  the  Corporation  for Pittston  Minerals  Group  after  the
        Effective  Date and determined by the  Board of Directors to be included
        in Pittston Minerals Group.
 
             'Total Liquidation Shares' shall  mean, as of  any date, the  total
        number  of  outstanding shares  of Brink's  Stock, Burlington  Stock and
        Minerals Stock on such date, plus the Nominal Shares.
 
          7. Determinations by the Board  of Directors. Any determinations  made
     by the Board of Directors of the Corporation or any committee of the Board,
     a  majority of which are 'disinterested  directors', under any provision in
     this Division  I  of  Article  III  shall  be  final  and  binding  on  all
     shareholders  of the Corporation. For this purpose, any director who is not
     an employee of or a consultant to the Corporation and who is not,  directly
     or indirectly, the beneficial owner of 1% or more of the outstanding shares
     of  Common  Stock shall  be  considered 'disinterested',  even  though such
     director may beneficially own a greater amount of one class of Common Stock
     than of the other class of Common Stock.
 
          (ii) deleting Section 4(b)  of paragraph C of  Division II of  Article
     III in its entirety and substituting in lieu thereof the following:
 
             4. Mandatory Redemption.
 
             (b)  Pittston Minerals Group Special Events. If (i) the Corporation
        or any of its Subsidiaries shall  enter into a transaction or series  of
        transactions resulting in the Disposition of all or substantially all of
        the properties and assets of Pittston Minerals Group under circumstances
        where  the Corporation is not required to exchange outstanding shares of
        Minerals Stock for shares  of Brink's Stock,  Burlington Stock or  other
        common  stock (other  than Minerals Stock)  pursuant to  Section 2(b) of
        Division I of Article III of these Articles of Incorporation or (ii) the
        Corporation shall pay a  dividend on, or the  Corporation or any of  its
        Subsidiaries  shall  consummate a  tender offer  or exchange  offer for,
        Minerals Stock,  and  the  aggregate  amount of  such  dividend  or  the
        consideration  paid in such tender offer  or exchange offer is an amount
        equal to  the fair  market value  of  all or  substantially all  of  the
        properties and assets of Pittston
 
                                      II-8

        Minerals  Group (the events  described in clauses  (b)(i) and (ii) above
        are hereinafter collectively referred to as the 'Pittston Minerals Group
        Special Events'), the Corporation shall redeem shares of this Series, in
        whole, within 60 days following any such Pittston Minerals Group Special
        Event, for cash  in the amount  equal to the  Redemption Price, plus  an
        amount  equal to accrued and unpaid  dividends thereon to the date fixed
        for redemption. The Redemption Date of shares of this Series pursuant to
        this Section 4(b) shall be (A) the consummation date of the  Disposition
        or  the dividend  payment date if  such Pittston  Minerals Group Special
        Event involves a Disposition or the payment of a dividend, respectively,
        or (B) the consummation  date of the tender  offer or exchange offer  if
        such  Pittston Minerals Group  Special Event involves  a tender offer or
        exchange offer, respectively.  Any redemption pursuant  to this  Section
        4(b) shall be conditioned upon the consummation of such Disposition, the
        payment  of such  dividend or the  consummation of such  tender offer or
        exchange offer, as the case may be.
 
             In the event  of a  Disposition by  the Corporation  of any  equity
        interest  in  any  person, entity  or  group in  which  the Corporation,
        directly or indirectly, owned a majority equity interest as of the  date
        of  such Disposition, which person, entity or group owned properties and
        assets of Pittston Minerals Group as of such date (a 'Pittston  Minerals
        Group  Company'), to holders of all outstanding shares of Minerals Stock
        on a pro  rata basis, solely  for the purpose  of determining whether  a
        Disposition  of all or substantially all of the properties and assets of
        Pittston Minerals Group pursuant to clause (b)(i) above has occurred,  a
        Disposition of the properties and assets of such Pittston Minerals Group
        Company  shall  only  be deemed  to  have occurred  if  the Corporation,
        directly or indirectly, owns less than 20% of the entire equity interest
        in such Company immediately after the occurrence of such Disposition.
 
             If the  Corporation exchanges  all outstanding  shares of  Minerals
        Stock  for shares  of Brink's  Stock, Burlington  Stock or  other Common
        Stock (other than Minerals Stock) pursuant to Section 2 of Division I of
        Article III of these Articles  of Incorporation and, subsequent to  such
        exchange, any event substantially similar to any Pittston Minerals Group
        Special Event occurs in respect of Brink's Stock or Burlington Stock, at
        which time there is another class of Common Stock outstanding other than
        Brink's  Stock  or Burlington  Stock, the  Corporation shall  redeem the
        shares of this Series,  in whole, for  cash in the  amount equal to  the
        Redemption  Price, plus an amount equal  to accrued and unpaid dividends
        thereon to  the date  fixed for  redemption. The  Redemption Date  shall
        occur, and the conditions in respect thereof, shall be determined in the
        manner described above with respect to any redemption resulting from any
        substantially similar Pittston Minerals Group Special Event.
 
          (iii)  deleting Section 6(k) of paragraph  C of Division II of Article
     III in its entirety and substituting in lieu thereof the following:
 
             (k) The Corporation shall cause to be filed with the Transfer Agent
        and shall cause to be mailed to the holders of shares of this Series  at
        their  addresses as shown on the stock transfer books of the Corporation
        notice of its intention  (i) to cause  to occur, or  to take any  action
        that  would result in, any Pittston Minerals Group Special Event or (ii)
        to exchange outstanding shares of  Minerals Stock for shares of  Brink's
        Stock,  Burlington Stock or any other Common Stock pursuant to Section 2
        of Division I of Article III  of these Articles of Incorporation  (which
        notice shall include the date on which an exchange of outstanding shares
        of  Minerals Stock for shares of such Common Stock is expected to become
        effective and the date as of which it is expected that holders of record
        of Minerals Stock shall be entitled to exchange their shares of Minerals
        Stock for shares of such Common Stock), not less than (A) 45 days  prior
        to  the date selected by the Board  of Directors for the consummation of
        the Disposition or  the payment  of a  dividend in  connection with  any
        Pittston  Minerals Group  Special Event  involving a  Disposition or the
        payment  of  a  dividend,  respectively,  (B)  30  days  prior  to   the
        consummation  of any tender  offer or exchange  offer in connection with
        any Pittston Minerals Group  Special Event involving  a tender offer  or
        exchange  offer, respectively, or (C) 30 days prior to the exchange date
        for any such exchange. In addition, from and after any such exchange  of
        outstanding  shares  of  Minerals  Stock for  shares  of  Brink's Stock,
        Burlington Stock
 
                                      II-9

        or any  other  Common  Stock,  the Corporation  shall  be  required,  in
        connection  with  the  redemption  requirement  specified  in  the third
        paragraph of Section 4(b), to give a comparable notice of its  intention
        to  take actions with respect to  Brink's Stock, Burlington Stock or any
        other Common Stock substantially similar to any Pittston Minerals  Group
        Special  Event.  In  the  event  of  any  conflict  between  the  notice
        provisions of  this Section  6(k)  and Section  6(j) above,  the  notice
        provisions of this Section 6(k) shall govern.
 
          THIRD:  Upon the  effectiveness of  these Articles  of Amendment, each
     share of Pittston Services  Group Common Stock, par  value $1.00 per  share
     (the   'Services  Stock'),  that   is  issued  and   outstanding  shall  be
     redesignated and reclassified, ipso facto  and without any other action  on
     the part of the respective shareholders thereof, into one share of Pittston
     Brink's Group Common Stock, par value $1.00 per share.
 
          FOURTH:   The   amendments  set   forth   in  paragraph   SECOND  (the
     'Amendments')  were  submitted  to   the  following  shareholders  of   the
     Corporation by the Board of Directors of the Corporation in accordance with
     the   Virginia  Stock  Corporation  Act  and  were  duly  adopted  by  such
     shareholders  at  a  meeting  held  on  January  18,  1996.  The  following
     shareholders were entitled to vote on the Amendments:

             (a)  Holders  of Services  Stock, of  which 41,573,743  shares were
        outstanding on the record  date, each of whom  was entitled to cast  one
        vote for each share of such stock, were entitled to vote separately as a
        group on the Amendments. The number of undisputed votes cast in favor of
        the  Amendments by such shareholders was                , such number of
        votes  being  sufficient  for  approval   of  the  Amendments  by   such
        shareholders;

             (b)  Holders  of  Services  Stock  and  Minerals  Stock,  of  which
        49,979,651 shares were outstanding on the record date, each of whom  was
        entitled to cast one vote for each share of such stock, were entitled to
        vote  as a group on the Amendments.  The number of undisputed votes cast
        in favor of the Amendments by such shareholders was              ,  such
        number  of votes being sufficient for approval of the Amendments by such
        shareholders;

             (c) Holders  of  Minerals Stock,  of  which 8,405,908  shares  were
        outstanding  on the record date,  each of whom was  entitled to cast one
        vote for each share of such stock,  were entitled to vote as a group  on
        the  Amendments. The  number of  undisputed votes  cast in  favor of the
        Amendments by such shareholders was              , such number of  votes
        being  sufficient for approval  of the Amendments  by such shareholders;
        and

             (d) Holders of the  Preferred Stock, of  which 136,280 shares  were
        outstanding  on the record date,  each of whom was  entitled to cast one
        vote for each share of such stock,  were entitled to vote as a group  on
        the  Amendments. The  number of  undisputed votes  cast in  favor of the
        Amendments by such shareholders was              , such number of  votes
        being sufficient for approval of the Amendments by such shareholders.

          FIFTH:  These  Articles  of  Amendments to  the  Restated  Articles of
     Incorporation shall be effective as of the close of business on the date on
     which the State Corporation Commission of Virginia issues a certificate  of
     amendment  relating to these Articles of Amendment to the Restated Articles
     of Incorporation.
 
                                     II-10

     IN WITNESS  WHEREOF, The  Pittston  Company has  caused these  Articles  of
Amendment to be duly executed in its corporate name on this 18th day of January,
1996.
 
                                                  THE PITTSTON COMPANY,
                                          By
                                             ...................................
                                                  NAME: JOSEPH C. FARRELL
                                                TITLE: CHAIRMAN OF THE BOARD
 
                                          Attest:
 
                                           .....................................
                                                   NAME: AUSTIN F. REED
                                                     TITLE: SECRETARY
 
                                     II-11

                                                                     ANNEX III-A
 
     Set forth below is the text of The Pittston Company Non-Employee Directors'
Stock  Option Plan,  as proposed  to be amended  by the  Brink's Stock Proposal.
Material to be added upon shareholder approval of the Brink's Stock Proposal  is
shown in boldface type.
 
                              THE PITTSTON COMPANY
                   NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
 
                                   ARTICLE I
                              PURPOSE OF THE PLAN
 
     The  purpose of this Non-Employee Directors' Stock Plan (this 'Plan') is to
attract and retain  the services  of experienced independent  directors for  The
Pittston  Company (the 'Company')  by encouraging them  to acquire a proprietary
interest in  the Company  in the  form of  shares of  ALL THREE  CLASSES OF  the
Company's Common Stock (the 'Common Stock'), viz., Pittston BRINK'S Group Common
Stock, PITTSTON BURLINGTON GROUP COMMON STOCK and Pittston Minerals Group Common
Stock. Unless otherwise indicated, references in this Plan to Common Stock shall
be  construed to refer  to the class  of Common Stock  covered by the particular
option. The Company intends this Plan to provide those directors with additional
incentive to further the best interests of the Company and its shareholders.
 
                                   ARTICLE II
                           ADMINISTRATION OF THE PLAN
 
     This Plan shall be  administered by the Board  of Directors of the  Company
(the  'Board'). The Board is authorized to interpret this Plan and may from time
to time adopt such rules and regulations for carrying out this Plan as it  deems
best.  All determinations by the  Board pursuant to the  provisions of this Plan
shall be made  in accordance with  and subject to  applicable provisions of  the
Company's  bylaws, and all such determinations and related orders or resolutions
of the  Board  shall  be final,  conclusive  and  binding on  all  persons.  All
authority  of the  Board provided  for in or  pursuant to  this Plan, including,
without limitation, the authority set forth in  Articles III and IX may also  be
exercised  by the Compensation  and Benefits Committee  of the Board  or by such
other committee of the Board as the Board may designate for the purpose.
 
                                  ARTICLE III
                 ELIGIBILITY; NUMBER AND PRICE OF OPTION SHARES
 
     SECTION 1.  Options  shall  be granted  only  to  directors  ('Non-Employee
Directors')   who  are  not  also  employees  of  the  Company  or  any  of  its
Subsidiaries.
 
     SECTION 2. Subject to the provisions of Section 4 of this Article III,  the
maximum number of shares of Common Stock which may be issued pursuant to options
granted  under this  Plan shall  be (a)  in the  case of  Pittston BRINK'S Group
Common Stock, 51,000 shares PLUS  THE NUMBER OF SHARES OF  SUCH STOCK AS MAY  BE
NEEDED TO ADJUST, TO THE EXTENT REQUIRED, OPTIONS OUTSTANDING UNDER THIS PLAN ON
[EFFECTIVE  DATE], (b)  IN THE CASE  OF PITTSTON BURLINGTON  GROUP COMMON STOCK,
25,500 SHARES  PLUS THE  NUMBER OF  SHARES OF  SUCH STOCK  AS MAY  BE NEEDED  TO
ADJUST,  TO  THE  EXTENT  REQUIRED,  OPTIONS  OUTSTANDING  UNDER  THIS  PLAN  ON
[EFFECTIVE DATE], AND (C) in the  case of Pittston Minerals Group Common  Stock,
40,000 shares.
 
     SECTION  3. The purchase price per share  of Common stock under each option
shall be 100% of  the Fair Market Value  of a share of  Common Stock covered  by
such option at the time such option is granted.
 
     SECTION  4. In  the event of  any dividend  payable in any  class of Common
Stock or any split or combination of  any class of Common Stock, (a) the  number
of  shares  of  such  class  which  may  be  issued  under  this  Plan  shall be
proportionately increased or decreased,  as the case may  be, (b) the number  of
shares  of such class (including shares subject to options not then exercisable)
deliverable  pursuant  to  grants  theretofore  made  shall  be  proportionately
increased or decreased, as the case may be, and (c) the aggregate purchase price
of  shares  subject  to  any  such  grant  shall  not  be  changed.  Any  option
 
                                    III-A-1

subsequently granted pursuant to Sections 2 and  3 of Article IV shall be for  a
number of shares reflecting such increase or decrease. In the event of any other
recapitalization,  reorganization,  extraordinary  dividend  or  distribution or
restructuring transaction (including any distribution of shares of stock of  any
Subsidiary  or other property to holders of shares of any class of Common Stock)
affecting any class of Common Stock, the number of shares of such class issuable
pursuant to any option  theretofore granted (whether  or not then  exercisable),
and/or  the  option  price  per  share  of  such  option,  shall  be  subject to
appropriate adjustment; provided, however, that such option shall be subject  to
only  such  adjustment  as  shall be  necessary  to  maintain  the proportionate
interest of the  optionee and  preserve, without  exceeding, the  value of  such
option. In the event of a merger or share exchange in which the Company will not
survive  as an  independent, publicly  owned corporation, or  in the  event of a
consolidation or of a sale of all or substantially all of the Company's  assets,
provision  shall be made for the  protection and continuation of any outstanding
options by the  substitution, on an  equitable basis, of  such shares of  stock,
other  securities, cash,  or any combination  thereof, as  shall be appropriate;
provided, however, that such options shall be subject to only such adjustment as
shall be necessary to  maintain the proportionate interest  of the optionee  and
preserve, without exceeding, the value of such options.
 
                                   ARTICLE IV
                                GRANT OF OPTIONS
 
     SECTION  1. Grants under this Plan shall relate to ALL THREE classes of the
Company's Common Stock. Each option shall constitute a nonqualified stock option
not intended to qualify under Section 422 of the Internal Revenue Code of  1986,
as amended (the 'Code').
 
     SECTION  2. Each  Non-Employee Director  elected as  a member  of the Board
shall automatically  be granted  (a) an  option for  10,000 shares  of  Pittston
BRINK'S  Group  Common  Stock,  (b)  AN  OPTION  FOR  5,000  SHARES  OF PITTSTON
BURLINGTON GROUP COMMON  STOCK AND (C)  an option for  2,000 shares of  Pittston
Minerals  Group Common Stock (or, in case of an adjustment pursuant to Section 4
of Article III, the number  of shares of each  respective class of Common  Stock
determined  as provided in said  Section 4) on the  first business day after the
meeting of shareholders  or of  the Board,  as the case  may be,  at which  such
Director  shall have first  been elected. Each such  option shall be exercisable
immediately as to one-third of the  shares covered thereby, as to an  additional
one-third  on and after the first anniversary of the date of grant and as to the
remaining shares on and after the second anniversary of such date.
 
     SECTION 3. On August 1, 1993, and  on July 1 of each subsequent year,  each
Non-Employee  Director who is a  member of the Board as  of each such date shall
automatically be granted an option to purchase 1,000 shares of Pittston  BRINK'S
Group  Common Stock,  AN OPTION  TO PURCHASE  500 SHARES  OF PITTSTON BURLINGTON
GROUP COMMON STOCK  and an option  to purchase 200  shares of Pittston  Minerals
Group  Common Stock (or, in  the case of an adjustment  pursuant to Section 4 of
Article III,  the number  of shares  of each  respective class  of Common  Stock
determined  as  provided  in said  Section  4).  Each such  option  shall become
exercisable in full six months after the date of grant.
 
     SECTION 4. All instruments evidencing options granted under this Plan shall
be in such form, consistent with this Plan, as the Board shall determine.
 
                                   ARTICLE V
                         NON-TRANSFERABILITY OF OPTIONS
 
     No option granted  under this Plan  shall be transferable  by the  optionee
otherwise  than by will or by the laws of descent and distribution, and any such
option shall  be exercised  during the  lifetime  of the  optionee only  by  the
optionee or the optionee's duly appointed legal representative.
 
                                    III-A-2

                                   ARTICLE VI
                              EXERCISE OF OPTIONS
 
     SECTION 1. Each option granted under this Plan shall terminate on the tenth
anniversary  of the date of grant, unless  sooner terminated as provided in this
Plan. Except in cases provided for in Article VII, each option may be  exercised
only while the optionee is a Non-Employee Director.
 
     SECTION  2.  A person  electing to  exercise an  option shall  give written
notice to the Company  of such election  and of the number  of shares of  Common
Stock  such person has elected  to purchase, and shall  tender the full purchase
price of such  shares, which tender  shall be  made in cash  or cash  equivalent
(which may be such person's personal check) at the time of purchase or in shares
of  THE SAME CLASS  OF Common Stock  already owned by  such person (which shares
shall be valued for such purpose on the basis of their Fair Market Value on  the
date  of exercise),  or in  any combination thereof.  The Company  shall have no
obligation to deliver  shares of Common  Stock pursuant to  the exercise of  any
option,  in whole or in part, until the  Company receives payment in full of the
purchase  price  thereof.  No  optionee  or  legal  representative,  legatee  or
distributee  of such optionee shall be or be deemed to be a holder of any shares
of Common  Stock  subject  to  such  option or  entitled  to  any  rights  as  a
shareholder  of the Company in respect of  any shares of Common Stock covered by
such option until  such shares  have been  paid for in  full and  issued by  the
Company.
 
                                  ARTICLE VII
                             TERMINATION OF OPTIONS
 
     SECTION  1. In the case of a  Non-Employee Director who (i) ceases to serve
as such for any reason other than voluntary resignation or failure to stand  for
reelection  notwithstanding an invitation to continue to serve as a Non-Employee
Director and  (ii)  is  entitled  to  receive a  pension  from  the  Company  in
accordance  with the Company's pension  arrangements for Non-Employee Directors,
all the  Non-Employee Director's  options shall  be terminated  except that  any
option  to the  extent exercisable  at the date  of ceasing  so to  serve may be
exercised within  three years  after  such cessation,  but  not later  than  the
termination date of the option.
 
     SECTION 2. In the case of a Non-Employee Director who dies while serving as
such,  all the Non-Employee  Director's options shall  be terminated except that
any option to the extent exercisable by the Non-Employee Director at the date of
death, together with the unmatured installment,  if any, of the option which  at
such  date is next scheduled to become  exercisable, may be exercised within one
year after such date, but not later than the termination date of the option,  by
the   Non-Employee  Director's  estate  or  by  the  person  designated  in  the
Non-Employee Director's last will and testament.
 
     SECTION 3. In the case of a Non-Employee Director who dies after ceasing to
serve as  such, all  the  Non-Employee Director's  options shall  be  terminated
except that any option to the extent exercisable by the Non-Employee Director at
the  date of ceasing so to serve may be exercised within one year after the date
of death,  but  not later  than  the termination  date  of the  option,  by  the
Non-Employee  Director's estate or by the  person designated in the Non-Employee
Director's last will and testament.
 
     SECTION 4. In the case of a  Non-Employee Director (other than one to  whom
Section 1, 2 or 3 of this Article VII is applicable) who ceases to serve as such
for  any reason,  all the  Non-Employee Director's  options shall  be terminated
except that any option to  the extent exercisable at the  date of ceasing so  to
serve  may be exercised within one year after  such date, but not later than the
termination date of the option.
 
                                  ARTICLE VIII
                            MISCELLANEOUS PROVISIONS
 
     SECTION 1. Each option shall be subject to the requirement that, if at  any
time  the Board shall determine that  the listing, registration or qualification
of the  shares  of Common  Stock  subject to  such  option upon  any  securities
exchange  or under any state  or federal law, or the  consent or approval of any
governmental regulatory body, is necessary or desirable as a condition of, or in
connection with,  the granting  of such  option  or the  issue of  Common  Stock
pursuant thereto, no option may be exercised, in
 
                                    III-A-3

whole  or in part, unless such  listing, registration, qualification, consent or
approval shall  have been  effected or  obtained free  from any  conditions  not
reasonably acceptable to the Board.
 
     SECTION  2.  The Company  may  establish appropriate  procedures  to ensure
payment or withholding of such income or other taxes, if any, as may be provided
by law to be paid or withheld in  connection with the issue of shares of  Common
Stock under this Plan.
 
     SECTION  3. Nothing  in this  Plan shall  be construed  either to  give any
Non-Employee Director any right to be retained in the service of the Company  or
to  limit the power  of the Board to  adopt additional compensation arrangements
(either generally or in specific instances)  for directors of the Company or  to
change such arrangements as in effect at any time.
 
                                   ARTICLE IX
                        PLAN TERMINATION AND AMENDMENTS
 
     SECTION  1. The Board  may terminate this  Plan at any  time, but this Plan
shall in any event terminate on May  11, 1998, and no options may thereafter  be
granted,  unless  the shareholders  shall have  approved its  extension. Options
granted in accordance with this  Plan prior to the  date of its termination  may
extend beyond that date.
 
     SECTION  2. The Board may  from time to time  amend, modify or suspend this
Plan, but  no  such  amendment  or modification  without  the  approval  of  the
shareholders shall
 
          (a)  increase the maximum number (determined as provided in this Plan)
     of shares of any class of Common Stock  which may be issued (i) to any  one
     Non-Employee  Director or (ii)  pursuant to all  options granted under this
     Plan;
 
          (b) permit the grant of any option at a purchase price less than  100%
     of  the Fair Market Value of the Common Stock covered by such option at the
     time such option is granted;
 
          (c) permit the exercise of an  option unless arrangements are made  to
     ensure that the full purchase price of the shares as to which the option is
     exercised is paid at the time of exercise; or
 
          (d) extend beyond May 11, 1998, the period during which options may be
     granted.
 
                                   ARTICLE X
                                  DEFINITIONS
 
     Wherever  used in  this Plan, the  following terms shall  have the meanings
indicated:
 
          Fair Market  Value: With  respect to  shares of  any class  of  Common
     Stock, the average of the high and low quoted sale price of a share of such
     Stock  on the date  in question (or, if  there is no  reported sale on such
     date, on the last  preceding date on which  any reported sale occurred)  on
     the New York Stock Exchange Composite Transactions Tape.
 
          Subsidiary:  Any corporation of which  stock representing at least 50%
     of the  ordinary voting  power is  owned, directly  or indirectly,  by  the
     Company.
 
                                    III-A-4

                                                                     ANNEX III-B
 
     Set forth below is the text of The Pittston Company 1988 Stock Option Plan,
as  proposed to be amended  by The Brink's Stock  Proposal. Material to be added
upon shareholder approval  of the Brink's  Stock Proposal is  shown in  boldface
type:
 
                              THE PITTSTON COMPANY
                             1988 STOCK OPTION PLAN
 
                                   ARTICLE I
                              PURPOSE OF THE PLAN
 
     This  1988 Stock Option Plan (this  'Plan') contains provisions designed to
enable  key  employees  of  The   Pittston  Company  (the  'Company')  and   its
Subsidiaries  to acquire a  proprietary interest in  the Company in  the form of
shares of ANY OF THE classes of  its Common Stock, viz., Pittston BRINK'S  Group
Common Stock, PITTSTON BURLINGTON GROUP COMMON STOCK and Pittston Minerals Group
Common  Stock. The Company intends this  Plan to encourage those individuals who
are expected  to contribute  significantly to  the Company's  success to  accept
employment  or continue in  the employ of  the Company and  its Subsidiaries, to
enhance their incentive  to perform at  the highest level,  and, in general,  to
further the best interests of the Company and its shareholders.
 
                                   ARTICLE II
                           ADMINISTRATION OF THE PLAN
 
     SECTION  1. Subject to  the authority as  described herein of  the Board of
Directors of the  Company (the 'Board'),  this Plan shall  be administered by  a
committee  (the 'Committee') designated by the Board, which shall be composed of
at least three members of the Board,  all of whom are Disinterested Persons  and
satisfy  the requirements for an outside  director pursuant to Section 162(m) of
the Internal Revenue Code of 1986, as amended (the 'Code'), and any  regulations
issued thereunder. Until otherwise determined by the Board, the Compensation and
Benefits  Committee designated  by the Board  shall be the  Committee under this
Plan. The Committee is authorized to interpret  this Plan as it deems best.  All
determinations  by the  Committee shall  be made  by the  affirmative vote  of a
majority of its members, but any determination reduced to writing and signed  by
a  majority of its members shall be fully as effective as if it had been made by
a majority vote at  a meeting duly  called and held.  Subject to any  applicable
provisions  of the Company's bylaws  or of this Plan,  all determinations by the
Committee or by  the Board  pursuant to  the provisions  of this  Plan, and  all
related  orders or resolutions  of the Committee  or the Board,  shall be final,
conclusive  and  binding  on  all   persons,  including  the  Company  and   its
shareholders and those receiving options under this Plan.
 
     SECTION  2. All authority of  the Committee provided for  in or pursuant to
this Plan, including that referred to in Section 1 of this Article II, may  also
be  exercised  by  the Board.  No  action of  the  Board taken  pursuant  to the
provisions of this Plan shall be effective unless at the time both a majority of
the Board and a majority of the directors acting in the matter are Disinterested
Persons. In the event of  any conflict or inconsistency between  determinations,
orders,  resolutions or other  actions of the  Committee and the  Board taken in
connection with this Plan, the actions of the Board shall control.
 
                                  ARTICLE III
                                  ELIGIBILITY
 
     Only persons who are  Employees, including individuals  who have agreed  to
become Employees as provided in Article XII, shall be eligible to receive option
grants  under this Plan. Neither the members  of the Committee nor any member of
the Board who is not an Employee shall be eligible to receive any such grant.
 
                                    III-B-1

                                   ARTICLE IV
                    STOCK SUBJECT TO GRANTS UNDER THIS PLAN
 
     SECTION 1. Grants under  this Plan shall  relate to ANY  OF THE classes  of
Common  Stock ('Common  Stock') of the  Company and may  be made in  the form of
incentive  stock  options  or  nonqualified  stock  options.  Unless   otherwise
indicated,  references in this Plan to Common  Stock shall be construed to refer
to the class of Common Stock covered by the particular option.
 
     SECTION 2. Subject to Section 3 of  this Article IV, the maximum number  of
shares  of Common Stock which may be  issued pursuant to options exercised under
this Plan shall  be (a)  in the  case of  Pittston BRINK'S  Group Common  Stock,
1,007,570  shares plus the  number of shares of  such Stock AS  MAY BE NEEDED TO
ADJUST,  TO  THE  EXTENT  REQUIRED,  options  outstanding  under  this  Plan  on
[EFFECTIVE  DATE], 1996,  (b) IN  THE CASE  OF PITTSTON  BURLINGTON GROUP COMMON
STOCK, 503,785 SHARES PLUS THE NUMBER OF  SHARES OF SUCH STOCK AS MAY BE  NEEDED
TO  ADJUST,  TO THE  EXTENT  REQUIRED, OPTIONS  OUTSTANDING  UNDER THIS  PLAN ON
[EFFECTIVE DATE], 1996, AND  (C) in the case  of Pittston Minerals Group  Common
Stock,  225,000 shares plus the number of shares of such Stock issuable pursuant
to options outstanding under this Plan on May 6, 1994. Such number of shares  of
Common  Stock referred  to in  clause (a), (b)  OR (C)  shall be  reduced by the
aggregate number of  shares of such  Common Stock covered  by options  purchased
pursuant to Section 3 or Section 4 of Article VI. NOTWITHSTANDING THE FOREGOING,
IN  NO EVENT WILL ANY EMPLOYEE BE  GRANTED OPTIONS TO PURCHASE MORE THAN 167,000
SHARES OF  PITTSTON  BRINK'S  GROUP  COMMON STOCK,  83,000  SHARES  OF  PITTSTON
BURLINGTON  GROUP  COMMON STOCK  OR 200,000  SHARES  OF PITTSTON  MINERALS GROUP
COMMON STOCK IN ANY CALENDAR YEAR.
 
     SECTION 3. In  the event of  any dividend  payable in any  class of  Common
Stock  or any split or combination of any  class of Common Stock, (a) the number
of shares  of  such  class  which  may  be  issued  under  this  Plan  shall  be
proportionately  increased or decreased, as  the case may be,  (b) the number of
shares of such class (including shares subject to options not then  exercisable)
deliverable  pursuant  to  grants  theretofore  made  shall  be  proportionately
increased or decreased, as the case may be, and (c) the aggregate purchase price
of shares of such class subject to any  such grant shall not be changed. In  the
event  of any other recapitalization,  reorganization, extraordinary dividend or
distribution or restructuring transaction (including any distribution of  shares
of  stock of any Subsidiary or other property  to holders of shares of any class
of Common Stock) affecting any  class of Common Stock,  the number of shares  of
such  class issuable under this Plan shall  be subject to such adjustment as the
Committee or the Board may  deem appropriate, and the  number of shares of  such
class  issuable pursuant to any option  theretofore granted (whether or not then
exercisable) and/or the option price per share of such option, shall be  subject
to  such adjustment as  the Committee or  the Board may  deem appropriate with a
view toward preserving the  value of such  option. In the event  of a merger  or
share exchange in which the Company will not survive as an independent, publicly
owned  corporation, or in  the event of a  consolidation or of a  sale of all or
substantially all  of the  Company's assets,  provision shall  be made  for  the
protection  and continuation of any outstanding  options by the substitution, on
an equitable basis,  of such  shares of stock,  other securities,  cash, or  any
combination thereof, as shall be appropriate.
 
                                   ARTICLE V
                       PURCHASE PRICE OF OPTIONED SHARES
 
     Unless the Committee shall fix a greater purchase price, the purchase price
per  share of  Common Stock under  any option shall  be 100% of  the Fair Market
Value of a share of Common Stock covered by such option at the time such  option
is granted.
 
                                   ARTICLE VI
                                GRANT OF OPTIONS
 
     SECTION  1. Each option granted under  this Plan shall constitute either an
incentive stock option, intended to qualify under  Section 422 of the Code or  a
nonqualified  stock option, not  intended to qualify under  said Section 422, as
determined in each case by the Committee.
 
                                    III-B-2

     SECTION 2. The Committee shall from time to time determine the Employees to
be granted options, it being understood that options may be granted at different
times to the same Employees. In addition, the Committee shall determine (a)  the
number  and class of shares of Common Stock subject to each option, (b) the time
or times when the options will be granted, (c) the purchase price of the  shares
subject  to each option,  which price shall  be not less  than that specified in
Article V, and (d) the  time or times when each  option may be exercised  within
the  limits  stated in  this Plan,  which  except as  provided in  the following
sentence shall in no event be less than six months after the date of grant.  All
options  granted under this  Plan shall become exercisable  in their entirety at
the time of any Change in Control of the Company.
 
     SECTION 3.  In connection  with  any option  granted  under this  Plan  the
Committee  in  its discretion  may grant  a stock  appreciation right  (a 'Stock
Appreciation Right'), providing that  at the election of  the holder of a  Stock
Appreciation  Right  (which  election  shall,  unless  the  Committee  otherwise
consents, be made only  during an Election Period),  the Company shall  purchase
all  or  any part  of  the related  option  to the  extent  that such  option is
exercisable at the date of such election  for an amount (payable in the form  of
cash,  shares of Common Stock  or any combination thereof,  all as the Committee
shall in its discretion determine) equal to the excess of the Fair Market  Value
of  the  shares  of Common  Stock  covered by  such  option or  part  thereof so
purchased on the date  such election shall  be made over  the purchase price  of
such  shares so covered.  A Stock Appreciation  Right may also  provide that the
Committee or the Board reserves the  right to determine, in its discretion,  the
date  (which shall be subsequent  to six months after the  date of grant of such
option) on which such Right shall first become exercisable in whole or in part.
 
     SECTION 4.  In connection  with  any option  granted  under this  Plan  the
Committee  in  its discretion  may  grant a  limited  right (a  'Limited Right')
providing that the Company  shall, at the  election of the  holder of a  Limited
Right  (which election may be made only during the period beginning on the first
day following the date of expiration of any Offer and ending on the  forty-fifth
day following such date), purchase all or any part of such option, for an amount
(payable  entirely in cash) equal to the excess of the Offer Price of the shares
of Common Stock covered by such purchase on the date such election shall be made
over the purchase price of such  shares so purchased. Notwithstanding any  other
provision  of this Plan, no Limited Right  may be exercised within six months of
the date of its grant.
 
     SECTION 5.  The authority  with respect  to the  grant of  options and  the
determination  of their  provisions contained  in Sections  1 through  4 of this
Article VI may be delegated by the Board to one or more officers of the Company,
on such  conditions  and  limitations  as the  Board  shall  approve;  provided,
however,  that no such authority shall be delegated with respect to the grant of
options to  any officer  or  director of  the Company  or  with respect  to  the
determination of any of the provisions of any of such options.
 
                                  ARTICLE VII
                         NON-TRANSFERABILITY OF OPTIONS
 
     No  option  or  Stock  Appreciation Right  (including  any  Limited Rights)
granted under this Plan shall be transferable by the optionee otherwise than  by
will  or by the laws  of descent and distribution, and  any such option or Stock
Appreciation Right (including any Limited Rights) shall be exercised during  the
lifetime  of the optionee only by the  optionee or the optionee's duly appointed
legal representative.
 
                                  ARTICLE VIII
                              EXERCISE OF OPTIONS
 
     SECTION 1.  Each  incentive stock  option  granted under  this  Plan  shall
terminate  not later than  ten years from  the date of  grant. Each nonqualified
stock option granted under  this Plan shall terminate  not later than ten  years
and two days from the date of grant.
 
     SECTION  2. Except in cases provided for in Article IX, each option granted
under this Plan  may be exercised  only while  the optionee is  an Employee.  An
Employee's  right to exercise any incentive stock option shall be subject to the
provisions of Section  422 of the  Code restricting the  exercisability of  such
option during any calendar year.
 
                                    III-B-3

     SECTION  3.  A person  electing to  exercise an  option shall  give written
notice to the Company of such election and of the number AND CLASS of shares  of
Common  Stock such  person has  elected to purchase,  and shall  tender the full
purchase price  of such  shares, which  tender shall  be made  in cash  or  cash
equivalent  (which may be such person's personal  check) at the time of purchase
or in accordance with  cash payment arrangements acceptable  to the Company  for
payment  prior to  delivery of  such shares or,  if the  Committee so determines
either generally or with respect to a  specified option or group of options,  in
shares  of Common  Stock already  owned by  such person  (which shares  shall be
valued for such purpose on the basis of  their Fair Market Value on the date  of
exercise),  or in any combination thereof.  The Company shall have no obligation
to deliver shares of  Common Stock pursuant  to the exercise  of any option,  in
whole  or in part,  until the Company  receives payment in  full of the purchase
price thereof. No optionee  or legal representative,  legatee or distributee  of
such optionee shall be or be deemed to be a holder of any shares of Common Stock
subject to such option or entitled to any rights as a shareholder of the Company
in  respect of  any shares  of Common  Stock covered  by such  option until such
shares have been paid for in full  and issued by the Company. A person  electing
to  exercise a Stock Appreciation Right  or Limited Right then exercisable shall
give written notice to the  Company of such election and  of the option or  part
thereof which is to be purchased by the Company.
 
                                   ARTICLE IX
                             TERMINATION OF OPTIONS
 
     SECTION  1. If  an optionee shall  cease to  be an Employee  for any reason
other than death or  retirement under the  Company's Pension-Retirement Plan  or
any  other pension  plan sponsored by  the Company  or a Subsidiary,  all of the
optionee's  options  shall   be  terminated  except   that  any  option,   Stock
Appreciation  Right  or Limited  Right  to the  extent  then exercisable  may be
exercised within three months after cessation of employment, but not later  than
the  termination date of the option or in  the case of a Limited Right not later
than the expiration date of such Right.
 
     SECTION 2. If and when an optionee shall cease to be an Employee by  reason
of  the  optionee's  early,  normal  or  late  retirement  under  the  Company's
Pension-Retirement Plan or any  such other pension plan,  all of the  optionee's
options  shall be  terminated except  that (a)  any Stock  Appreciation Right or
Limited Right  to the  extent then  exercisable may  be exercised  within  three
months  after such retirement,  but not later  than the termination  date of the
option or in the case of a Limited  Right not later than the expiration date  of
such  Right, and (b)  any option to  the extent then  exercisable may, unless it
otherwise provides, be exercised within  three years after such retirement,  but
not  later than the termination date of  the option, unless within 45 days after
such retirement the Committee  determines, in its  discretion, that such  option
may  be exercised only within a period  of shorter duration (not less than three
months following notice of such determination  to the optionee) to be  specified
by the Committee.
 
     SECTION  3.  If  an  optionee  shall die  while  an  Employee,  all  of the
optionee's options shall be terminated except that any option (but not any Stock
Appreciation Right  or Limited  Right) to  the extent  then exercisable  by  the
optionee  at the time of death, together with the unmatured installment, if any,
of the option which at that time is next scheduled to become exercisable, may be
exercised within one year after the date  of such death, but not later than  the
termination  date  of the  option, by  the  optionee's estate  or by  the person
designated in the optionee's last will and testament.
 
     SECTION 4. If an optionee shall die after ceasing to be an Employee, all of
the optionee's options shall be terminated  except that any option (but not  any
Stock  Appreciation Right  or Limited  Right) to  the extent  exercisable by the
optionee at the time of death may be exercised within one year after the date of
death, but not later than the termination date of the option, by the  optionee's
estate or by the person designated in the optionee's last will and testament.
 
                                   ARTICLE X
                            MISCELLANEOUS PROVISIONS
 
     SECTION  1.  Each option  grant under  this  Plan shall  be subject  to the
requirement that, if at any time the Committee shall determine that the listing,
registration or qualification  of the  shares of  Common Stock  subject to  such
grant  upon  any securities  exchange  or under  any  state or  federal  law, or
 
                                    III-B-4

the consent or  approval of any  governmental regulatory body,  is necessary  or
desirable  as a condition of, or in connection with, the making of such grant or
the issue of Common Stock pursuant thereto,  then, anything in this Plan to  the
contrary notwithstanding, no option may be exercised in whole or in part, and no
shares  of  Common Stock  shall be  issued,  unless such  listing, registration,
qualification, consent or  approval shall  have been effected  or obtained  free
from any conditions not reasonably acceptable to the Committee.
 
     SECTION  2.  The Company  may  establish appropriate  procedures  to ensure
payment or withholding of such income or  other taxes as may be provided by  law
to  be paid or withheld  in connection with the issue  of shares of Common Stock
under this Plan  or the making  of any payments  pursuant to Section  3 or 4  of
Article VI, and to ensure that the Company receives prompt advice concerning the
occurrence of an Income Recognition Date or any other event which may create, or
affect the timing or amount of, any obligation to pay or withhold any such taxes
or  which may make available to the Company any tax deduction resulting from the
occurrence of such event. Such  procedures may include arrangements for  payment
or  withholding of taxes by retaining  shares of Common Stock otherwise issuable
to the optionee in accordance with the  provisions of this Plan or by  accepting
already  owned shares, and by  applying the Fair Market  Value of such shares to
the withholding taxes payable  or to the  amount of tax  liability in excess  of
withholding taxes which arises from the delivery of such shares.
 
     SECTION  3. Any question as to whether and when there has been a retirement
under the Company's Pension-Retirement Plan or any other pension plan  sponsored
by the Company or a Subsidiary or a cessation of employment for any other reason
shall  be determined  by the  Committee, and  any such  reasonable determination
shall be final.
 
     SECTION 4.  All instruments  evidencing options  granted shall  be in  such
form,  consistent  with this  Plan and  any  applicable determinations  or other
actions of the Committee  and the Board,  as the officers  of the Company  shall
determine.
 
     SECTION  5. The grant of an option to an Employee shall not be construed to
give such Employee any right to be retained in the employ of the Company or  any
of its Subsidiaries.
 
                                   ARTICLE XI
                        PLAN TERMINATION AND AMENDMENTS
 
     SECTION  1. The Board  may terminate this  Plan at any  time, but this Plan
shall in any event terminate on May  11, 1998, and no options may thereafter  be
granted,  unless  the shareholders  shall have  approved its  extension. Options
granted in accordance with this  Plan prior to the  date of its termination  may
extend beyond that date.
 
     SECTION  2. The Board or the Committee  may from time to time amend, modify
or suspend this Plan, but no such amendment or modification without the approval
of the shareholders shall
 
          (a) increase the maximum number (determined as provided in this  Plan)
     of  shares of  any class of  Common Stock  which may be  issued pursuant to
     options granted under this Plan;
 
          (b) permit the grant of any option at a purchase price less than  100%
     of  the Fair Market Value of the Common Stock covered by such option at the
     time such option is granted;
 
          (c) permit the exercise of an  option unless arrangements are made  to
     ensure that the full purchase price of the shares as to which the option is
     exercised is paid prior to delivery of such shares; or
 
          (d)  extend beyond May 11, 1998, the period during which option grants
     may be made.
 
                                  ARTICLE XII
                                  DEFINITIONS
 
     Wherever used in  this Plan, the  following terms shall  have the  meanings
indicated:
 
          Change  in  Control:  A Change  in  Control  shall be  deemed  to have
     occurred if either (a) any person, or  any two or more persons acting as  a
     group, and all affiliates of such person or persons, shall own beneficially
     more than 20% of the total voting power in the election of directors of the
     Company  of all  classes of Common  Stock outstanding  (exclusive of shares
     held by the Company's  Subsidiaries) pursuant to  a tender offer,  exchange
     offer or series of purchases or other acquisitions,
 
                                    III-B-5

     or any combination of those transactions, or (b) there shall be a change in
     the  composition of the Board at any time within two years after any tender
     offer, exchange offer, merger, consolidation,  sale of assets or  contested
     election,  or any combination  of those transactions  (a 'Transaction'), so
     that (i) the persons who were  directors of the Company immediately  before
     the  first such Transaction cease to constitute  a majority of the Board of
     Directors of the corporation  which shall thereafter be  in control of  the
     companies  that  were  parties  to  or  otherwise  involved  in  such first
     Transaction, or  (ii)  the  number  of  persons  who  shall  thereafter  be
     directors  of such corporation shall be fewer than two-thirds of the number
     of directors of the Company immediately prior to such first Transaction.  A
     Change  in Control shall be deemed to take place upon the first to occur of
     the events specified in the foregoing clauses (a) and (b).
 
          Disinterested Persons:  Such  term  shall have  the  meaning  ascribed
     thereto  in Rule 16b-3(c)(2)(I) under the  Securities Exchange Act of 1934,
     AS AMENDED.
 
          Election Period:  The  period  beginning on  the  third  business  day
     following  a  date  on  which  the  Company  releases  for  publication its
     quarterly or annual summary statements of sales and earnings, and ending on
     the twelfth business day following such date.
 
          Employee: Any officer and any  other salaried employee of the  Company
     or  a Subsidiary, including (a) any director who is also an employee of the
     Company or a Subsidiary and (b) an officer or salaried employee on approved
     leave of absence provided such employee's right to continue employment with
     the Company or  a Subsidiary upon  expiration of such  employee's leave  of
     absence  is guaranteed either by statute or by contract with or by a policy
     of the Company or a Subsidiary.  For purposes of eligibility for the  grant
     of  a nonqualified stock option, such term shall include any individual who
     has agreed in writing  to become an officer  or other salaried employee  of
     the  Company or a Subsidiary within 30  days following the date on which an
     option is granted to such individual.
 
          Fair Market  Value: With  respect to  shares of  any class  of  Common
     Stock,  the average of  the high and low  quoted sale prices  of a share of
     such Stock on the  date in question  (or, if there is  no reported sale  on
     such  date, on the last preceding date on which any reported sale occurred)
     on the New York Stock Exchange Composite Transactions Tape.
 
          Income Recognition Date: With respect  to the exercise of any  option,
     the  later of (a)  the date of such  exercise or (b) the  date on which the
     rights of the holder of such option  in the shares of Common Stock  covered
     by  such exercise become transferable and not subject to a substantial risk
     of forfeiture (within  the meaning of  Section 83 of  the Code);  provided,
     however,  that, if such  holder shall make an  election pursuant to Section
     83(b) of the  Code with respect  to such exercise,  the Income  Recognition
     Date with respect thereto shall be the date of such exercise.
 
          Offer:  Any tender  offer, exchange  offer or  series of  purchases or
     other acquisitions, or any combination  of those transactions, as a  result
     of  which any person, or any two or more persons acting as a group, and all
     affiliates of such person or persons, shall own beneficially more than  30%
     of  the total voting power  in the election of  directors of the Company of
     all classes of Common  Stock outstanding (exclusive of  shares held by  the
     Company's Subsidiaries).
 
          Offer  Price: The highest price per share  of Common Stock paid in any
     Offer which is in effect at any  time beginning on the ninetieth day  prior
     to  the  date on  which a  Limited  Right is  exercised. Any  securities or
     property which are  part or  all of the  consideration paid  for shares  of
     Common Stock in the Offer shall be valued in determining the Offer Price at
     the  higher of (a) the  valuation placed on such  securities or property by
     the person  or persons  making such  Offer  or (b)  the valuation  of  such
     securities or property as may be determined by the Committee.
 
          Subsidiary:  Any corporation of which  stock representing at least 50%
     of the  ordinary voting  power is  owned, directly  or indirectly,  by  the
     Company.
 
                                    III-B-6

                                                                        ANNEX IV
 
                             PITTSTON BRINK'S GROUP
 
DESCRIPTION OF BUSINESSES
 
     Pittston  Brink's Group (the  'Brink's Group') consists  of the armored car
business of Brink's, Incorporated and the home security business of Brink's Home
Security ('BHS'),  both  wholly  owned  subsidiaries  of  The  Pittston  Company
('Pittston'  or  the  'Company'). The  information  set  forth herein  is  as of
September 30, 1995 except where an earlier or later date is expressly stated.
 
                                    BRINK'S
 
GENERAL
 
     The major activities of Brink's are contract-carrier armored car, automated
teller machine ('ATM'),  air courier,  coin wrapping, and  currency and  deposit
processing services. Brink's serves customers through 145 branches in the United
States and 39 branches in Canada. Service is also provided through subsidiaries,
affiliates  and associated companies  in 45 countries  outside the United States
and Canada.  These international  operations  contributed approximately  40%  of
Brink's  total  reported 1994  operating profit.  Brink's ownership  interest in
these companies varies from  approximately 5% to 100%;  in some instances  local
laws limit the extent of Brink's interest.
 
     Representative   customers   include   banks,   commercial  establishments,
industrial facilities,  investment banking  and brokerage  firms and  government
agencies.  Brink's provides its individualized services under separate contracts
designed to meet the  distinct transportation and  security requirements of  its
customers.  These contracts are usually for an initial term of one year or less,
but generally continue in effect thereafter until canceled by either party.
 
     Brink's  armored  car  services   include  transportation  of  money   from
industrial   and   commercial   establishments  to   banks   for   deposit,  and
transportation of money,  securities and  other negotiable  items and  valuables
between   commercial  banks,  Federal  Reserve  Banks  and  their  branches  and
correspondents, and brokerage firms. Brink's also transports new currency, coins
and precious metals for the United  States Mint, the Federal Reserve System  and
the  Bank  of  Canada. For  transporting  money  and other  valuables  over long
distances, Brink's offers a combined armored car and air courier service linking
many cities in the United States and abroad. Brink's does not own or operate any
aircraft, but uses regularly scheduled or chartered aircraft in connection  with
its air courier services.
 
     In  addition  to  its armored  car  pickup and  delivery  services, Brink's
provides payroll services, change services, coin wrapping services, currency and
deposit processing services, automated teller  machine services, safes and  safe
control  services, check cashing  and pickup and delivery  of valuable air cargo
shipments. In  certain  geographic  areas, Brink's  transports  canceled  checks
between  banks or  between a  clearing house  and its  member banks.  Brink's is
developing a product called CompuSafeTM designed to streamline the handling  and
management  of cash receipts  for the convenience store  and gas station market.
Pilot tests are under way in several test markets in the United States.
 
     Brink's operates a worldwide specialized diamond and jewelry transportation
business and has offices in the major diamond and jewelry centers of the  world,
including Antwerp, Tel Aviv, Hong Kong, New York, Bombay and Tokyo.
 
     A  wholly  owned  subsidiary,  Brink's  SFB  Solutions,  Inc.,  operates  a
business, acquired in 1992, that develops highly flexible deposit processing and
vault management software systems for the financial service industry and its own
locations. Brink's offers  a total  processing package  and the  ability to  tie
together  a full range of cash  vault, ATM, transportation, storage, processing,
inventory  management  and  reporting   services.  Brink's  believes  that   its
processing  and information capabilities differentiate  its currency and deposit
processing services from its competitors and enable Brink's to take advantage of
the trend  by banks,  retail  business establishments  and others  to  outsource
vaulting and cash room operations.
 
                                      IV-1

     Brink's  activities  outside  of  North America  are  organized  into three
regions: Europe,  Latin  America  and  Asia/Pacific.  In  Europe,  wholly  owned
subsidiaries of Brink's operate in Switzerland and the United Kingdom and in the
diamond  and jewelry business in Belgium,  Italy and the United Kingdom. Brink's
has a 70% interest in a subsidiary in Israel, a 65% general partnership interest
in Brink's-Nedlloyd  VOF  in  the  Netherlands and  a  majority  interest  in  a
subsidiary in Greece. Brink's also has ownership interests ranging from 24.5% to
50%  in affiliates operating in Belgium, France, Germany, Ireland, Italy, Jordan
and Luxembourg. In Latin America, a wholly owned subsidiary operates in  Brazil.
Brink's owns a 60% interest in subsidiaries in Chile and Bolivia, 50.5% interest
in  a subsidiary in Colombia  and a 20% interest  in a Mexican company, Servicio
Pan Americano de  Proteccion, S.A., which  operates one of  the world's  largest
security transportation services, with over 1,700 armored vehicles. Brink's also
has  ownership  interests ranging  from  5% to  49%  in affiliates  operating in
Panama,  Peru  and  Venezuela.  In  the  Asia/Pacific  region,  a  wholly  owned
subsidiary  of Brink's  operates in  Australia, and  majority owned subsidiaries
operate in Hong Kong, Japan and  Singapore. Brink's also has minority  interests
in affiliates in India, Pakistan and Thailand and a 50% ownership interest in an
affiliate in Taiwan.
 
COMPETITION
 
     Brink's is the oldest and largest armored car service company in the United
States  and  most of  the countries  it operates  in. The  foreign subsidiaries,
affiliates and  associates of  Brink's  compete with  numerous armored  car  and
courier  service companies  in many  areas of  operation. In  the United States,
Brink's presently competes  with two companies  which operate numerous  branches
nationally  and with many regional and smaller local companies. Brink's believes
that its  service,  high  quality  insurance  coverage  and  company  reputation
(including  the name 'Brink's') are  important competitive factors. However, the
cost of service is, in many  instances, the controlling factor in obtaining  and
retaining  customers.  While Brink's  cost  structure is  generally competitive,
certain competitors of Brink's have lower  costs primarily as a result of  lower
wage and benefit levels.
 
     See also 'Government Regulation' below.
 
SERVICE MARK, PATENTS AND COPYRIGHTS
 
     Brink's is a registered service mark of Brink's, Incorporated in the United
States  and  in certain  foreign countries.  The  Brink's mark  and name  are of
material significance to Brink's business. Brink's owns patents with respect  to
certain  coin sorting  and counting machines  and armored  truck design. Brink's
holds copyrights on certain software systems developed by Brink's.
 
INSURANCE
 
     Brinks carries  insurance coverage  for  losses. Insurance  policies  cover
liability  for loss of various  types of property entrusted  to Brink's from any
cause except war and nuclear risk.  The various layers of insurance are  covered
by different groups of participating underwriters. Such insurance is obtained by
Brink's  at rates and upon terms  negotiated periodically with the underwriters.
The loss  experience of  Brink's and,  to some  extent, other  armored  carriers
affects  premium  rates  charged  to Brink's.  A  significant  hardening  of the
insurance market  coupled with  industry  loss experience  in recent  years  has
resulted  in  premium  increases.  The  availability  of  quality  and  reliable
insurance coverage is an  important factor in the  ability of Brink's to  obtain
and retain customers. Quality insurance is available to Brink's in major markets
although  the premiums charged  are subject to  fluctuations depending on market
conditions. Less expensive  armored car  and air courier  all-risk insurance  is
available,   but  these   policies  typically   contain  unacceptable  operating
warranties and limited customer protection.
 
GOVERNMENT REGULATION
 
     As an interstate carrier,  Brink's is subject to  regulation in the  United
States by the Interstate Commerce Commission ('ICC'). ICC jurisdiction includes,
among other things, authority over the issuance of operating rights to transport
various commodities. The operations of Brink's are also subject to regulation by
the  United  States  Department  of Transportation  with  respect  to  safety of
operation and
 
                                      IV-2

equipment. Intrastate  and intraprovince  operations in  the United  States  and
Canada  are  subject  to  regulation  by  state  and  by  Canadian  Dominion and
provincial regulatory authorities. Recent  federal legislation may further  ease
entry  requirements for armored  car and other companies  in domestic markets by
essentially limiting ICC and State oversight  to issues of safety and  financial
responsibility.
 
EMPLOYEE RELATIONS
 
     Brink's  has  approximately  8,100 employees  in  North  America (including
approximately 3,200 classified  as part-time employees),  of whom  approximately
60%  are members of armored car crews. Brink's has approximately 6,900 employees
outside North  America. In  the  United States,  two  locations are  covered  by
collective  bargaining agreements. At September 30, 1995, Brink's was a party to
two United States  and thirteen Canadian  collective bargaining agreements  with
various  local unions covering approximately 1,250  employees, most of whom (for
the most part members of unions affiliated with the International Brotherhood of
Teamsters)  are  employees  in  Canada.  Negotiations  are  continuing  for  one
agreement  that expired in 1994. One agreement expired in 1995 and the remainder
will expire thereafter.
 
     Brink's experienced a nine-week  strike in British  Columbia in 1994  which
was settled on favorable terms. Brink's experienced a five day strike in Ontario
in 1995 which was settled on favorable terms. Brink's believes that its employee
relations are generally satisfactory.
 
PROPERTIES
 
     Brink's  owns 24  branch offices  and holds  under lease  an additional 185
branch offices, located in 38 states, the District of Columbia, the Commonwealth
of Puerto  Rico and  nine Canadian  provinces. Such  branches generally  include
office  space and garage  or vehicle terminals,  and serve not  only the city in
which they are located but also nearby cities. Brink's corporate headquarters in
Darien, Connecticut, is held under a lease  expiring in 2000, with an option  to
renew  for  an  additional five-year  period.  The leased  branches  include 100
facilities held under long-term leases, while the remaining 85 branches are held
under short-term leases or month-to-month tenancies.
 
     Brink's owns  or leases,  in the  United States  and Canada,  approximately
1,800  armored  vehicles, 230  panel  trucks and  225  other vehicles  which are
primarily service cars. In addition, approximately 3,100 Brink's-owned safes are
located on customers'  premises. The  armored vehicles  are of  bullet-resistant
construction and are specially designed and equipped to afford security for crew
and  cargo. Brinks subsidiaries and  affiliated and associated companies located
outside the  United  States  and  Canada  operate  approximately  4,300  armored
vehicles.
 
                                      BHS
 
GENERAL
 
     BHS  is engaged  in the  business of  installing, servicing  and monitoring
electronic  security   systems   primarily  in   owner-occupied,   single-family
residences.  At  September 30,  1995, BHS  was monitoring  approximately 361,000
systems, including  59,000 new  subscribers  since December  31, 1994,  and  was
servicing  50  metropolitan areas  in 29  states, the  District of  Columbia and
Canada. Three of these areas were added during 1995.
 
     BHS markets its alarm systems primarily through media advertising,  inbound
telemarketing and a direct sales force. BHS also markets its systems directly to
home builders and has entered into several contracts which extend through 1995.
 
     BHS  employees install  and service  the systems  from local  BHS branches.
Subcontractors are utilized in some service areas. BHS does not manufacture  any
of  the  equipment used  in  its security  systems;  instead, it  purchases such
equipment from a small number of suppliers. Equipment inventories are maintained
at each branch office.
 
     BHS's security  system consists  of  sensors and  other devices  which  are
installed  at  a  customer's  premises.  The  equipment  is  designed  to signal
intrusion, fire and medical alerts. When an alarm is
 
                                      IV-3

triggered, a  signal is  sent  by telephone  line  to BHS's  central  monitoring
station  near  Dallas,  Texas.  The monitoring  station  has  been  designed and
constructed to  meet  the  specifications of  Underwriters'  Laboratories,  Inc.
('UL')  and is UL listed for  residential monitoring. A backup monitoring center
in Arlington,  Texas,  protects against  a  catastrophic event  at  the  primary
monitoring  center. In  the event  of an emergency,  such as  fire, flood, major
interruption in telephone service, or  any other calamity affecting the  primary
facility, monitoring operations can be transferred to the backup facility.
 
     BHS's  alarm service contracts contain  provisions limiting BHS's liability
to its customers. Courts  have, from time to  time, upheld such provisions,  but
there  can be  no assurance that  the limitations contained  in BHS's agreements
will be enforced according to their terms in any or all cases. The nature of the
service provided by  BHS potentially exposes  it to greater  risks of  liability
than  may be borne by other service businesses. However, BHS has not experienced
any major liability losses.  BHS carries insurance  of various types,  including
general liability and errors and omissions insurance, to protect it from product
deficiencies  and negligent  acts of its  employees. Certain  of BHS's insurance
policies and the laws  of some states limit  or prohibit insurance coverage  for
punitive or certain other kinds of damages arising from employees' misconduct.
 
REGULATION
 
     BHS  and  its personnel  are subject  to various  Federal, state  and local
consumer protection, licensing  and other laws  and regulations. BHS's  business
relies  upon the  use of telephone  lines to communicate  signals, and telephone
companies are currently  regulated by  both the Federal  and state  governments.
BHS's wholly owned Canadian subsidiary, Brink's Home Security Canada Limited, is
subject to the laws of Canada, British Columbia and Vancouver. The alarm service
industry  has experienced a high incidence  of false alarms in some communities,
including communities  in  which  BHS  operates.  This  has  caused  some  local
governments  to impose assessments, fines and  penalties on subscribers of alarm
companies (including BHS) based upon the number of false alarms reported.  There
is  a  possibility that  at some  point  some police  departments may  refuse to
respond to  calls from  alarm  companies which  would necessitate  that  private
response  forces be used to respond to alarm signals. Regulation of installation
and monitoring of fire detection devices has also increased in several  markets.
Since  these false alarms are generally  not attributable to equipment failures,
BHS does not anticipate any significant capital expenditures will be required as
a result thereof.
 
COMPETITION
 
     BHS competes in many  of its markets with  numerous small local  companies,
regional companies and several large national firms. BHS believes that it is one
of  the  leading firms  engaged  in the  business  of installing,  servicing and
monitoring electronic security  systems in the  single-family home  marketplace.
BHS  offers a  lower initial  price than many  of its  competitors, although, in
recent years competition has greatly intensified in all of BHS markets.  Several
significant  competitors offer installation prices which  match or are less than
BHS prices; however, many of the small local competitors in BHS markets continue
to charge significantly  more for installation.  The regional  telecommunication
companies  could become significant  competitors in the  home security business,
depending on  regulatory developments  affecting those  companies. BHS  believes
that  the  quality  of its  service  compares  favorably with  that  provided by
competitors and that the Brink's name  and reputation also provide an  important
competitive advantage.
 
EMPLOYEES
 
     BHS  has  approximately  1,550 employees,  none  of  whom is  covered  by a
collective bargaining agreement.  BHS believes that  its employee relations  are
satisfactory.
 
PROPERTIES
 
     BHS  operates from  41 leased offices  and warehouse  facilities across the
United States. All premises  protected by BHS alarm  systems are monitored  from
its  central monitoring station in suburban Dallas  which is held by BHS under a
lease  expiring  in   1996.  The   adjacent  National   Support  Center,   where
administrative,  technical,  and  marketing services  are  performed  to support
branch operations, is also held  under a lease expiring  in 1996. The lease  for
the backup monitoring center in Arlington, Texas,
 
                                      IV-4

expires  in 1998. BHS retains ownership  of nearly all the approximately 361,000
systems  currently  being  monitored.  When  a  current  customer  cancels   the
monitoring  service and does not move, it is BHS's policy to temporarily disable
the system and not incur the cost of retrieving it (at which point any remaining
book value  of  the equipment  is  written off).  Retaining  ownership  prevents
another  alarm company from providing services  using BHS security equipment. On
the other hand, when a current  customer cancels the monitoring service  because
of a move, the retention of ownership of the equipment facilitates the marketing
of the monitoring service to the new homeowner. BHS leases all the vehicles used
for installation and servicing of its security systems.
 
                     THE PITTSTON COMPANY AND SUBSIDIARIES
                      MATTERS RELATED TO FORMER OPERATIONS
 
     In  April 1990, the Company entered  into a settlement agreement to resolve
certain environmental  claims  against  the  Company  arising  from  hydrocarbon
contamination  at a petroleum terminal facility ('Tankport') in Jersey City, New
Jersey, which operations were sold in 1983. Under the settlement agreement,  the
Company  is obligated  to pay for  80% of  the remediation costs.  Based on data
available  to  the  Company  and  its  environmental  consultants,  the  Company
estimates  its portion  of the clean-up  costs, on an  undiscounted basis, using
existing technologies to be between $6.7 million and $14.1 million over a period
of up to five years.  Management is unable to  determine that any amount  within
that range is a better estimate due to a variety of uncertainties, which include
the  extent of  the contamination  at the  site, the  permitted technologies for
remediation  and  the  regulatory  standards  by  which  the  clean-up  will  be
conducted.  The  clean-up  estimates  have been  modified  in  light  of certain
regulatory changes promulgated in December 1994.

     The Company commenced insurance coverage litigation in 1990, in the  United
States  District Court  for the  District of  New Jersey,  seeking a declaratory
judgement that  all amounts  payable by  the Company  pursuant to  the  Tankport
obligation were reimbursable under comprehensive general liability and pollution
liability  policies maintained by the Company. In August 1995 the District Court
ruled on various Motions for Summary Judgement. In its decision, the Court found
favorably for  the Company  on  several matters  relating to  the  comprehensive
general  liability policies but concluded  that the pollution liability policies
did not contain pollution coverage for  the types of claims associated with  the
Tankport  site. Management  and its outside  legal counsel  continue to believe,
however, that  recovery of  a  substantial portion  of  the cleanup  costs  will
ultimately  be probable of realization.  Accordingly, management is revising its
earlier belief that there is no  net liability for the Tankport obligation,  and
it  is the Company's belief that, based  on estimates of potential liability and
probable realization of insurance  recoveries, the Company  would be liable  for
approximately   $1.4  million  based   on  the  Court's   decision  and  related
developments of New Jersey law.

                                      IV-5

- --------------------------------------------------------------------------------
                                                                     ANNEX V
 
                             PITTSTON BRINK'S GROUP
                             Financial Information

                                                                         ANNEX V
 
                             PITTSTON BRINK'S GROUP
                         INDEX TO FINANCIAL INFORMATION
 
     If  the  Brink's  Stock Proposal  is  approved, The  Pittston  Company (the
'Company') will provide to  holders of Pittston  Brink's Common Stock  ('Brink's
Stock')   separate  financial  statements,  financial  review,  descriptions  of
business and  other relevant  information for  the Pittston  Brink's Group  (the
'Brink's  Group').  Notwithstanding the  attribution  of assets  and liabilities
(including contingent  liabilities)  among  the  Pittston  Minerals  Group  (the
'Minerals  Group'), the  Brink's Group  and the  Pittston Burlington  Group (the
'Burlington Group') for the purpose of preparing their respective historical and
future financial  statements, this  attribution and  the change  in the  capital
structure  of the  Company contemplated by  the Brink's Stock  Proposal will not
affect legal title to such assets or responsibility for such liabilities for the
Company or any  of its  subsidiaries. Holders of  Brink's Stock  will be  common
shareholders  of the Company, which  will continue to be  responsible for all of
its liabilities.  Financial  impacts arising  from  one group  that  affect  the
Company's  financial  condition  could  affect  the  results  of  operations and
financial  condition  of  each  of   the  groups.  Accordingly,  the   Company's
consolidated  financial statements must  be read in  connection with the Brink's
Group's financial statements.
 
     Under the  Brink's Stock  Proposal,  dividends to  be  paid to  holders  of
Brink's  Stock will be limited to funds of the Company legally available for the
payment of dividends. Amounts available for dividends may be further limited  by
covenants  in the Company's  public debt indentures  and bank credit agreements.
See the Company's  consolidated financial statements  and related footnotes  set
forth  in  Annex  IX.  Subject  to these  limitations,  the  Company's  Board of
Directors (the 'Board'), although there is  no requirement to do so, intends  to
declare  and pay dividends on the Brink's Stock based primarily on the earnings,
financial condition, cash flow and business requirements of the Brink's Group.
 
     The accounting  policies applicable  to the  preparation of  the  financial
statements  of  the Brink's  Group  may be  modified  or rescinded  at  the sole
discretion of the Board without approval  of shareholders, although there is  no
intention to do so.

                                                                                                             PAGE
                                                                                                             ----

Financial Statements:
     Independent Auditors' Report.........................................................................    V-2
     Balance Sheets.......................................................................................    V-3
     Statements of Operations.............................................................................    V-4
     Statements of Cash Flows.............................................................................    V-5
     Notes to Financial Statements........................................................................    V-6
Management's Discussion and Analysis of Results of Operations and Financial Condition.....................   V-24

                                      V-1

                             PITTSTON BRINK'S GROUP
                          INDEPENDENT AUDITORS' REPORT
 
The Board of Directors and Shareholders
THE PITTSTON COMPANY
 
     We  have audited the accompanying balance  sheets of Pittston Brink's Group
(as described in  Note 1)  as of  December 31, 1994  and 1993,  and the  related
statements  of operations and cash flows for each of the years in the three-year
period  ended   December  31,   1994.  These   financial  statements   are   the
responsibility  of The Pittston  Company's management. Our  responsibility is to
express an opinion on these financial statements based on our audits.
 
     We conducted  our audits  in accordance  with generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence  supporting
the  amounts and disclosures in the financial statements. An audit also includes
assessing the  accounting  principles used  and  significant estimates  made  by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
     In our opinion, the financial statements of Pittston Brink's Group  present
fairly,  in all  material respects, the  financial position  of Pittston Brink's
Group as of December 31,  1994 and 1993, and the  results of its operations  and
its cash flows for each of the years in the three-year period ended December 31,
1994, in conformity with generally accepted accounting principles.
 
     As  more fully  discussed in Note  1, the financial  statements of Pittston
Brink's Group  should  be  read  in connection  with  the  audited  consolidated
financial statements of The Pittston Company and subsidiaries.
 
KPMG PEAT MARWICK LLP
Stamford, Connecticut
 
September 29, 1995
 
                                      V-2

                             PITTSTON BRINK'S GROUP
                                 BALANCE SHEETS

                                                                                                 DECEMBER 31
                                                                             SEPTEMBER 30    --------------------
                                                                                 1995          1994        1993
                                                                             ------------    --------    --------
                                                                             (UNAUDITED)
                                                                                    (DOLLARS IN THOUSANDS)
                                                                                                
                                  ASSETS
Current assets:
Cash and cash equivalents.................................................     $ 21,125      $ 20,226    $ 17,016
Short-term investments....................................................        2,468         2,041       1,881
Accounts receivable:
     Trade................................................................      108,529        88,347      75,471
     Other................................................................        7,353         4,561       3,580
                                                                               --------      --------    --------
                                                                                115,882        92,908      79,051
     Less estimated amount uncollectible..................................        3,858         3,379       3,796
                                                                               --------      --------    --------
                                                                                112,024        89,529      75,255
Receivable -- Pittston Minerals Group (Note 2)............................        8,641           705       --
Inventories...............................................................        2,561         1,971       1,442
Prepaid expenses..........................................................       10,299         7,021       6,346
Deferred income taxes (Note 7)............................................       13,769        13,670      11,446
                                                                               --------      --------    --------
Total current assets......................................................      170,887       135,163     113,386
Property, plant and equipment, at cost (Note 4)...........................      410,926       365,041     315,705
     Less accumulated depreciation and amortization.......................      208,327       184,111     158,729
                                                                               --------      --------    --------
                                                                                202,599       180,930     156,976
Intangibles, net of amortization (Notes 5 and 10).........................       29,083        28,106      27,302
Investment in and advances to unconsolidated affiliates...................       30,186        43,171      39,250
Deferred pension assets (Note 12).........................................       34,011        32,495      31,758
Deferred income taxes (Note 7)............................................       --             --            569
Other assets..............................................................        7,507         7,022       8,682
                                                                               --------      --------    --------
            Total assets..................................................     $474,273      $426,887    $377,923
                                                                               --------      --------    --------
                                                                               --------      --------    --------
 
                   LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Short-term borrowings.....................................................     $  6,043      $  4,544    $  5,935
Current maturities of long-term debt (Note 8).............................        3,716         5,256       7,310
Accounts payable..........................................................       32,417        26,554      23,911
Payable -- Pittston Minerals Group (Note 2)...............................       --             --          2,000
Accrued liabilities:
Taxes.....................................................................       13,543        13,007      16,460
Workers' compensation and other claims....................................       15,826        14,939      14,116
Payrolls..................................................................       10,692         9,750       7,298
Deferred monitoring revenues..............................................       11,938        11,750      11,873
Miscellaneous.............................................................       31,102        28,591      20,464
                                                                               --------      --------    --------
                                                                                 83,101        78,037      70,211
                                                                               --------      --------    --------
            Total current liabilities.....................................      125,277       114,391     109,367
Long-term debt, less current maturities (Note 8)..........................        6,588         7,990      12,649
Postretirement benefits other than pensions (Note 12).....................        3,476         3,280       3,229
Workers' compensation and other claims....................................       10,885         9,929       9,043
Deferred income taxes (Note 7)............................................       40,455        40,245      35,771
Payable -- Pittston Minerals Group (Note 2)...............................       13,966        12,750      10,221
Minority interests........................................................       20,532        14,471      13,151
Other liabilities.........................................................        8,193         8,300       9,273
Commitments and contingent liabilities (Notes 8, 11, and 15)
Shareholder's equity (Note 3).............................................      244,901       215,531     175,219
                                                                               --------      --------    --------
            Total liabilities and shareholder's equity....................     $474,273      $426,887    $377,923
                                                                               --------      --------    --------
                                                                               --------      --------    --------

                See accompanying notes to financial statements.
 
                                      V-3

                             PITTSTON BRINK'S GROUP
                            STATEMENTS OF OPERATIONS

                                                         NINE MONTHS ENDED
                                                            SEPTEMBER 30             YEAR ENDED DECEMBER 31
                                                        --------------------    --------------------------------
                                                          1995        1994        1994        1993        1992
                                                        --------    --------    --------    --------    --------
                                                            (UNAUDITED)
                                                                (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Operating revenue....................................   $573,964    $476,441    $656,993    $570,953    $514,823
                                                        --------    --------    --------    --------    --------
Costs and expenses:
     Operating expenses..............................    439,043     361,981     498,185     433,954     397,875
     Selling, general and administrative expenses....     80,456      70,748      97,245      87,247      82,824
     Pension credit (Note 12)........................      --          --          --          --         (3,257)
                                                        --------    --------    --------    --------    --------
          Total costs and expenses...................    519,499     432,729     595,430     521,201     477,442
                                                        --------    --------    --------    --------    --------
Other operating income (Note 13).....................        585       3,957       5,913       6,899       8,403
                                                        --------    --------    --------    --------    --------
Operating profit.....................................     55,050      47,669      67,476      56,651      45,784
Interest income......................................      1,476         905       1,503       1,304       1,490
Interest expense (Note 2)............................     (1,478)     (1,725)     (2,450)     (2,734)     (4,109)
Other income (expense), net..........................     (2,502)     (2,569)     (3,068)     (3,970)     (5,597)
                                                        --------    --------    --------    --------    --------
Income before income taxes...........................     52,546      44,280      63,461      51,251      37,568
Provision for income taxes (Note 7)..................     16,422      15,753      21,972      19,601      13,615
                                                        --------    --------    --------    --------    --------
Net income...........................................   $ 36,124    $ 28,527    $ 41,489    $ 31,650    $ 23,953
                                                        --------    --------    --------    --------    --------
                                                        --------    --------    --------    --------    --------
Proforma Financial Information (unaudited) (Note 1):
Net income per common share..........................   $    .95    $    .76    $   1.10    $    .86    $    .65
                                                        --------    --------    --------    --------    --------
Average common shares outstanding....................     37,914      37,757      37,784      36,907      37,081

                See accompanying notes to financial statements.
 
                                      V-4

                             PITTSTON BRINK'S GROUP
                            STATEMENTS OF CASH FLOWS

                                                                      NINE MONTHS ENDED
                                                                         SEPTEMBER 30             YEAR ENDED DECEMBER 31
                                                                     --------------------    --------------------------------
                                                                       1995        1994        1994        1993        1992
                                                                     --------    --------    --------    --------    --------
                                                                         (UNAUDITED)
                                                                                       (IN THOUSANDS)
                                                                                                      
Cash flows from operating activities:
Net income........................................................   $ 36,124    $ 28,527    $ 41,489    $ 31,650    $ 23,953
Adjustments to reconcile net income to net cash provided by
  operating activities:
     Noncash charges and other write-offs.........................      --          --          --             11       1,260
     Depreciation and amortization................................     32,219      28,023      38,463      34,596      32,845
     Provision (credit) for deferred income taxes.................        146       2,661       4,328      (2,998)     (2,654)
     Provision (credit) for pensions, noncurrent..................       (289)       (110)       (169)       (240)     (5,142)
     Provision for uncollectible accounts receivable..............      1,987         877       1,346       3,403       1,881
     Equity in earnings of unconsolidated affiliates, net of
       dividends received.........................................      1,642          44      (1,144)     (3,596)     (4,989)
     Gain on sale of property, plant and equipment................       (207)        (72)       (186)       (174)       (135)
     Other operating, net.........................................      1,988       1,624       2,380       2,763       3,183
Change in operating assets and liabilities, net of effects of
  acquisitions and dispositions:
     Increase in accounts receivable..............................    (19,308)    (13,322)    (15,620)     (8,275)     (3,009)
     Decrease (increase) in inventories...........................       (578)       (629)       (529)       (190)        790
     Increase in prepaid expenses.................................     (1,777)     (2,403)       (675)       (793)       (544)
     Increase (decrease) in accounts payable and accrued
       liabilities................................................     10,821       8,881      15,645       9,958      14,629
     Decrease (increase) in other assets..........................       (944)       (700)       (982)       (758)       (490)
     Increase (decrease) in workers' compensation and other
       claims, noncurrent.........................................        956         (28)        886         744         (61)
     Increase (decrease) in other liabilities.....................         (7)       (946)       (956)     (1,492)     (1,350)
     Other, net...................................................       (676)     (1,017)       (820)        623         437
                                                                     --------    --------    --------    --------    --------
          Net cash provided by operating activities...............     62,097      51,410      83,456      65,232      60,604
                                                                     --------    --------    --------    --------    --------
Cash flows from investing activities:
Additions to property, plant and equipment........................    (46,835)    (36,473)    (56,443)    (47,668)    (43,606)
Proceeds from disposal of property, plant and equipment...........      2,244         504         515         979       3,039
Acquisitions, net of cash acquired, and related contingency
  payments........................................................       (956)      --          --          --         (1,407)
Other, net........................................................       (235)     (3,872)     (4,884)     (1,454)     (3,027)
                                                                     --------    --------    --------    --------    --------
          Net cash used by investing activities...................    (45,782)    (39,841)    (60,812)    (48,143)    (45,001)
                                                                     --------    --------    --------    --------    --------
Cash flows from financing activities:
Additions to debt.................................................      2,000       2,648       --          4,232       3,356
Reductions of debt................................................     (4,080)     (6,416)    (10,129)    (10,587)     (8,874)
Payments to Minerals Group........................................     (9,936)     (5,566)     (5,705)      --          --
Attributed equity transactions:
     Repurchase of common stock...................................     (2,301)     (2,294)     (4,146)       (616)     (7,274)
     Proceeds from exercise of stock options......................      1,174       3,516       3,730       8,123         821
     Proceeds from sale of stock to Savings Investment Plan.......      --          --          --            147       --
     Proceeds from employee stock purchase plan...................        395       --          --          --          --
     Proceeds from sale of stock to Minerals Group................      --            216         216          86       --
     Dividends paid...............................................     (2,668)     (2,547)     (3,399)     (3,175)     (2,526)
     Cost of Services Stock Proposal..............................      --             (1)         (1)       (782)      --
     Net cash to the Company......................................      --          --          --         (6,041)     (3,845)
                                                                     --------    --------    --------    --------    --------
          Net cash used by financing activities...................    (15,416)    (10,444)    (19,434)     (8,613)    (18,342)
                                                                     --------    --------    --------    --------    --------
Net increase (decrease) in cash and cash equivalents..............        899       1,125       3,210       8,476      (2,739)
Cash and cash equivalents at beginning of period..................     20,226      17,016      17,016       8,540      11,279
                                                                     --------    --------    --------    --------    --------
Cash and cash equivalents at end of period........................   $ 21,125    $ 18,141    $ 20,226    $ 17,016    $  8,540
                                                                     --------    --------    --------    --------    --------
                                                                     --------    --------    --------    --------    --------

                See accompanying notes to financial statements.
 
                                      V-5

                             PITTSTON BRINK'S GROUP
                         NOTES TO FINANCIAL STATEMENTS
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
BASIS OF PRESENTATION
 
     Upon  approval  of  the  Brink's Stock  Proposal  (see  'The  Brink's Stock
Proposal' in the Proxy Statement), the capital structure of The Pittston Company
(the 'Company') will be modified to include an additional class of common stock.
The outstanding  shares  of  Pittston Services  Group  Common  Stock  ('Services
Stock')  will be redesignated as Pittston  Brink's Group Common Stock, par value
$1.00 per share ('Brink's Stock'), and one-half  of one share of a new class  of
common  stock identified  as Pittston Burlington  Group Common  Stock, par value
$1.00 per share, ('Burlington Stock')  will be distributed for each  outstanding
share  of  Services  Stock.  Holders of  Pittston  Minerals  Group  Common Stock
('Minerals Stock')  will  continue to  be  holders  of such  stock,  which  will
continue  to  reflect  the  performance  of  the  Pittston  Minerals  Group (the
'Minerals Group'). Brink's Stock is intended  to reflect the performance of  the
Pittston Brink's Group (the 'Brink's Group') and Burlington Stock is intended to
reflect  the  performance  of  the Pittston  Burlington  Group  (the 'Burlington
Group').
 
     The financial statements of the  Brink's Group include the balance  sheets,
the   results  of  operations  and  cash  flows  of  the  Brink's,  Incorporated
('Brink's') and Brink's Home Security,  Inc. ('BHS') operations of the  Company,
and  a portion  of the  Company's corporate  assets and  liabilities and related
transactions which are not separately  identified with operations of a  specific
segment. The Brink's Group's financial statements are prepared using the amounts
included   in  the   Company's  consolidated   financial  statements.  Corporate
allocations reflected in  these financial statements  are determined based  upon
methods which management believes to be a reasonable and equitable allocation of
such items (see Note 2).
 
     These  financial statements also present the following proforma information
assuming completion of the Brink's Stock Proposal transaction:
 
      For the purpose of computing net income per common share of Brink's Stock,
      the number of shares of  Brink's Stock are assumed to  be the same as  the
      total  number of shares of Services Stock.  Net income per common share is
      computed by dividing net income by  the weighted average number of  common
      shares  outstanding  during the  period. The  potential dilution  from the
      exercise of stock  options is not  material. The shares  of Brink's  Stock
      assumed  to be  held in The  Pittston Company Employee  Benefits Trust are
      evaluated for inclusion in the calculation  of net income per share  under
      the treasury stock method and had no dilutive effect.
 
      All  financial impacts of  purchases and issuances  of Services Stock have
      been attributed  to each  Group  in relation  of their  respective  common
      equity  to the Services Group common  stock. Dividends paid by the Company
      were attributed to the  Brink's and Burlington Groups  in relation to  the
      initial  dividends  to be  paid on  the Brink's  Stock and  the Burlington
      Stock.
 
     If the Brink's  Stock Proposal  is approved,  the Company  will provide  to
holders  of  Brink's  Stock  separate  financial  statements,  financial review,
descriptions of business and other  relevant information for the Brink's  Group.
Notwithstanding  the attribution of assets and liabilities (including contingent
liabilities) among  the Minerals  Group, the  Brink's Group  and the  Burlington
Group  for  the  purpose of  preparing  their respective  historical  and future
financial statements, this attribution and  the change in the capital  structure
of  the Company contemplated by the Brink's Stock Proposal will not affect legal
title to such assets or responsibility  for such liabilities for the Company  or
any of its subsidiaries. Holders of Brink's Stock will be common shareholders of
the  Company, which will continue to be  responsible for all of its liabilities.
Financial impacts arising  from one  group that affect  the Company's  financial
condition could affect the results of operations and financial condition of each
of  the groups. Since financial developments within one group could affect other
groups, all shareholders of the Company could be adversely affected by an  event
directly impacting only one group. Accordingly, the
 
                                      V-6

                             PITTSTON BRINK'S GROUP
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
Company's  consolidated financial statements must be read in connection with the
Brink's Group's financial statements.
 
     Under the  Brink's Stock  Proposal,  dividends to  be  paid to  holders  of
Brink's  Stock will be limited to funds of the Company legally available for the
payment of dividends. Amounts available for dividends may be further limited  by
covenants  in the Company's  public debt indentures  and bank credit agreements.
See the Company's  consolidated financial statements  and related footnotes  set
forth  in  Annex  IX.  Subject  to these  limitations,  the  Company's  Board of
Directors (the 'Board'), although there is  no requirement to do so, intends  to
declare  and pay dividends on the Brink's Stock based primarily on the earnings,
financial condition, cash flow and business requirements of the Brink's Group.
 
     The accounting  policies applicable  to the  preparation of  the  financial
statements  of  the Brink's  Group  may be  modified  or rescinded  at  the sole
discretion of the Board without approval  of shareholders, although there is  no
intention to do so.
 
     The  Brink's  Stock  Proposal will  permit  the  Company, at  any  time, to
exchange each outstanding share of Burlington Stock for shares of Brink's  Stock
(or,  if no  Brink's Stock  is then outstanding,  Minerals Stock)  having a fair
market value equal to 115% of the  fair market value of one share of  Burlington
Stock.  In addition,  upon the  disposition of all  or substantially  all of the
properties and  assets of  the  Burlington Group  to  any person  (with  certain
exceptions),  the Company will be required to exchange each outstanding share of
Burlington Stock for shares of  Brink's Stock (or, if  no Brink's Stock is  then
outstanding,  Minerals Stock) having  a fair market  value equal to  115% of the
fair market value of one share of Burlington Stock.
 
     The Brink's Stock Proposal  will also permit the  Company, at any time,  to
exchange  each outstanding share of Minerals Stock, which was previously subject
to exchange for shares of Services Stock, for shares of Brink's Stock (or, if no
Brink's Stock is then outstanding, Burlington Stock) having a fair market  value
equal  to 115%  of the  fair market  value of  one share  of Minerals  Stock. In
addition, upon the disposition of all or substantially all of the properties and
assets of  the Minerals  Group  to any  person  (with certain  exceptions),  the
Company  will be required  to exchange each outstanding  share of Minerals Stock
for shares  of Brink's  Stock (or,  if  no Brink's  Stock is  then  outstanding,
Burlington  Stock) having a fair  market value equal to  115% of the fair market
value of one share of Minerals Stock.  If any shares of the Company's  Preferred
Stock  are converted after an  exchange of Minerals Stock  for Brink's Stock (or
Burlington Stock), the holder  of such Preferred  Stock would, upon  conversion,
receive  shares of  Brink's Stock  (or Burlington  Stock) in  lieu of  shares of
Minerals Stock otherwise issuable upon such conversion.
 
     Shares of Brink's  Stock are not  subject to either  optional or  mandatory
exchange.  The net proceeds of  any disposition of properties  and assets of the
Brink's Group  will  be attributed  to  the Brink's  Group.  In the  case  of  a
disposition  of all or substantially all the  properties and assets of any other
group, the net proceeds will be attributed to the group the shares of which have
been issued in exchange for shares of the selling group.
 
     The Brink's Stock Proposal provides that  holders of Brink's Stock will  at
all times have one vote per share, and initially holders of Burlington Stock and
Minerals  Stock will have one and 0.626 votes per share, respectively. The votes
of holders of Burlington Stock and Minerals Stock will be subject to  adjustment
on  January 1, 1998, and on each January  1 every two years thereafter in such a
manner that each class' share of the aggregate voting power at such time will be
equal to  that  class' share  of  the  aggregate market  capitalization  of  the
Company's  common stock at such time. Accordingly, on each adjustment date, each
share of Burlington Stock and  Minerals Stock may have  more than, less than  or
continue  to have  the number  of votes  per share  as they  initially will have
following the  consummation  of  the  transaction.  Holders  of  Brink's  Stock,
Burlington  Stock and Minerals Stock will vote together as a single voting group
on all matters  as to which  all common  shareholders are entitled  to vote.  In
addition,  as prescribed by Virginia law,  certain amendments to the Articles of
Incorporation affecting, among
 
                                      V-7

                             PITTSTON BRINK'S GROUP
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
other things, the designation, rights,  preferences or limitations of one  class
of  common  stock, or  certain  mergers or  statutory  share exchanges,  must be
approved by the holders of such class  of common stock, voting as a group,  and,
in  certain circumstances, may  also have to  be approved by  the holders of the
other classes of  common stock,  voting as  separate voting  groups. The  voting
rights of the Preferred Stock are not affected by the Brink's Stock Proposal.

     Under   the  Brink's  Stock  Proposal,  in  the  event  of  a  dissolution,
liquidation or  winding  up  of  the Company,  the  holders  of  Brink's  Stock,
Burlington Stock and Minerals Stock will share on a per share basis an aggregate
amount  equal to 55%, 28% and 17%, respectively, of the funds, if any, remaining
for distribution to the common shareholders. In the case of Minerals Stock, such
percentage has been set, using a nominal  number of shares of Minerals Stock  of
4,202,954  (the 'Nominal Shares')  in excess of  the actual number  of shares of
Minerals Stock outstanding,  to ensure that  the holders of  Minerals Stock  are
entitled  to  the  same  share  of  any  such  funds  immediately  following the
consummation of the transaction  as they were  prior thereto. These  liquidation
percentages  are subject to  adjustment in proportion to  the relative change in
the total  number of  shares of  Brink's Stock,  Burlington Stock  and  Minerals
Stock, as the case may be, then outstanding to the total number of shares of all
other  classes of  common stock  then outstanding (which  total, in  the case of
Minerals Stock, shall include the Nominal Shares).

PRINCIPLES OF COMBINATION
 
     The accompanying financial statements reflect the combined accounts of  the
businesses  comprising the Brink's Group  and their majority-owned subsidiaries.
The Brink's Group interests  in 20% to  50% owned companies  are carried on  the
equity  method.  All  material  intercompany items  and  transactions  have been
eliminated in combination. Certain prior year amounts have been reclassified  to
conform to the current year's financial statement presentation.
 
CASH AND CASH EQUIVALENTS
 
     Cash  and  cash  equivalents  include cash  on  hand,  demand  deposits and
investments with original maturities of three months or less.
 
SHORT-TERM INVESTMENTS
 
     Short-term investments  are those  with original  maturities in  excess  of
three months and are carried at cost which approximates market.
 
INVENTORIES
 
     Inventories are stated at cost (determined under the first-in, first-out or
average cost method) or market, whichever is lower.
 
PROPERTY, PLANT AND EQUIPMENT
 
     Expenditures  for maintenance and  repairs are charged  to expense, and the
costs of  renewals and  betterments are  capitalized. Depreciation  is  provided
principally  on  the  straight-line  method  at  varying  rates  depending  upon
estimated useful lives.
 
     Subscriber installation costs for home security systems provided by BHS are
capitalized and  depreciated over  the  estimated life  of  the assets  and  are
included  in  machinery  and equipment.  The  standard security  system  that is
installed remains the property of  BHS and is capitalized  at the cost to  bring
the  revenue  producing  asset to  its  intended  use. When  an  installation is
identified for disconnection, the remaining  net book value of the  installation
is written-off and charged to depreciation.
 
                                      V-8

                             PITTSTON BRINK'S GROUP
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
INTANGIBLES
 
     The  excess of cost over fair value  of net assets of companies acquired is
amortized on a straight-line basis over the estimated periods benefited.
 
     The Brink's  Group evaluates  the  carrying value  of intangibles  and  the
periods  of amortization to  determine whether events  and circumstances warrant
revised estimates of asset value or useful lives. At each balance sheet date the
Brink's Group assesses the recoverability of the excess of cost over net  assets
acquired  by determining whether the amortization  of the asset balance over its
remaining life can be recovered through projected undiscounted future  operating
cash  flows. Evaluation of  asset value as  well as periods  of amortization are
performed on a  disaggregated basis  at each  of the  Brink's Group's  operating
units.
 
INCOME TAXES
 
     Income  taxes are accounted  for in accordance  with Statement of Financial
Accounting Standards  No. 109,  'Accounting for  Income Taxes',  which  requires
recognition  of deferred tax liabilities and  assets for the expected future tax
consequences of events that  have been included in  the financial statements  or
tax  returns.  Under  this  method,  deferred  tax  liabilities  and  assets are
determined based on the difference between the financial statement and tax bases
of assets and  liabilities using enacted  tax rates  in effect for  the year  in
which the differences are expected to reverse.
 
     See Note 2 for allocation of the Company's U.S. federal income taxes to the
Brink's Group.
 
POSTRETIREMENT BENEFITS OTHER THAN PENSIONS
 
     Postretirement benefits other than pensions are accounted for in accordance
with Statement of Financial Accounting Standards No. 106, 'Employers' Accounting
for  Postretirement Benefits Other  Than Pensions', which  requires employers to
accrue the cost of such retirement  benefits during the employees' service  with
the Company.
 
FOREIGN CURRENCY TRANSLATION
 
     Assets  and  liabilities  of  foreign operations  have  been  translated at
current exchange rates, and related  revenues and expenses have been  translated
at  average rates  of exchange in  effect during the  year. Resulting cumulative
translation adjustments have been included in shareholder's equity.  Translation
adjustments  relating  to  operations  in  countries  with  highly  inflationary
economies are  included in  net income,  along with  all transaction  gains  and
losses for the period.
 
     A  portion  of  the  Brink's  Group's  financial  results  is  derived from
activities in several foreign countries, each  with a local currency other  than
the U.S. dollar. Because the financial results of the Brink's Group are reported
in  U.S. dollars, they are  affected by the changes in  the value of the various
foreign currencies in relation to the U.S. dollar. However, the Brink's  Group's
international activity is not concentrated in any single currency, which reduces
the risks of foreign currency rate fluctuations.
 
REVENUE RECOGNITION
 
     Brink's -- Revenues are recognized when services are performed.
 
     BHS  -- Monitoring revenues are recognized  when earned and amounts paid in
advance are deferred  and recognized  as income over  the applicable  monitoring
period,  which  is  generally  one  year or  less.  Revenues  from  the  sale of
equipment, are recognized, together with  related costs, upon completion of  the
installation.  Connection fee  revenues are recognized  to the  extent of direct
selling costs incurred and expensed. Connection fee revenues in excess of direct
selling costs are  deferred and recognized  as income on  a straight-line  basis
over ten years.
 
                                      V-9

                             PITTSTON BRINK'S GROUP
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
2. RELATED PARTY TRANSACTIONS
 
     The following policies may be modified or rescinded by action of the Board,
or the Board may adopt additional policies, without approval of the shareholders
of  the  Company, although  the Board  has no  present intention  to do  so. The
Company allocated  certain corporate  general and  administrative expenses,  net
interest  expense  and related  assets and  liabilities  in accordance  with the
policies described below. Corporate assets  and liabilities are primarily  cash,
deferred pension assets, income taxes and accrued liabilities.
 
FINANCIAL
 
     As a matter of policy, the Company manages most financial activities of the
Brink's   Group,  Burlington  Group   and  Minerals  Group   on  a  centralized,
consolidated basis. Such financial activities include the investment of  surplus
cash;  the issuance, repayment and repurchase  of short-term and long-term debt;
the issuance and  repurchase of common  stock and the  payment of dividends.  In
preparing these financial statements, transactions primarily related to invested
cash,  short-term and long-term  debt (including convertible  debt), related net
interest and other  financial costs have  been attributed to  the Brink's  Group
based  upon its cash flows for  the periods presented after giving consideration
to the debt and equity structure of  the Company. At December 31, 1994, none  of
the long-term debt of the Company was attributed to the Brink's Group based upon
the  purpose for the  debt in addition  to the cash  requirements of the Brink's
Group. The portion of  the Company's interest expense  allocated to the  Brink's
Group  for 1994 and 1993 was $176, and $143, respectively. There was no interest
expense allocated to  the Brink's Group  in 1992. The  portion of the  Company's
interest  expense  allocated to  the  Brink's Group  for  the nine  months ended
September 30,  1995  and  1994  (unaudited), was  $92  and  $135,  respectively.
Management  believes such method of allocation  to be equitable and a reasonable
estimate of the cost attributable to the Brink's Group.
 
     To the extent borrowings are deemed to occur between the Brink's Group, the
Burlington Group and  the Minerals  Group, intergroup  accounts are  established
bearing  interest at the  rate in effect  from time to  time under the Company's
unsecured credit lines  or, if no  such credit  lines exist, at  the prime  rate
charged  by Chemical Bank from time to  time. At December 31, 1994, the Minerals
Group owed the Brink's  Group $5,705, as the  result of borrowings. At  December
31, 1993, there were no amounts either owed to or receivable from the Burlington
Group  or the  Minerals Group. At  September 30, 1995  (unaudited), the Minerals
Group owed the Brink's Group $15,641 as the result of borrowings.
 
INCOME TAXES
 
     The Brink's Group is included in  the consolidated U.S. federal income  tax
return filed by the Company.
 
     The  Company's  consolidated provision  and actual  cash payments  for U.S.
federal income taxes are allocated  between the Brink's Group, Burlington  Group
and  Minerals Group in  accordance with the Company's  tax allocation policy and
reflected  in  the  financial  statements  for  each  Group.  In  general,   the
consolidated  tax provision  and related tax  payments or  refunds are allocated
among the Groups, for financial  statement purposes, based principally upon  the
financial  income, taxable income, credits and other amounts directly related to
the respective Group. Tax benefits that  cannot be used by the Group  generating
such  attributes, but can be utilized on  a consolidated basis, are allocated to
the Group that generated such benefits and an intergroup account is  established
for  the  benefit of  the  Group generating  the  attributes. As  a  result, the
allocated Group  amounts of  taxes  payable or  refundable are  not  necessarily
comparable  to those that would  have resulted if the  Groups had filed separate
tax returns. At December 31, 1994 and 1993, the Brink's Group owed the  Minerals
Group $17,750 and $12,221, respectively, for such tax benefits, of which $12,750
and  $10,221, respectively, were  not expected to  be paid within  one year from
such dates in accordance with the policy.
 
                                      V-10

                             PITTSTON BRINK'S GROUP
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
SHARED SERVICES
 
     A portion of  the Company's corporate  general and administrative  expenses
and  other shared services  has been allocated  to the Brink's  Group based upon
utilization and  other methods  and  criteria which  management believes  to  be
equitable  and a  reasonable estimate  of the  cost attributable  to the Brink's
Group. These allocations were $4,666, $4,757 and $4,278 in 1994, 1993 and  1992,
respectively.
 
PENSION
 
     The  Brink's  Group's  pension cost  related  to its  participation  in the
Company's noncontributory defined benefit pension plan is actuarially determined
based on its  respective employees and  an allocable share  of the pension  plan
assets  and  calculated in  accordance  with Statement  of  Financial Accounting
Standards No. 87  ('SFAS 87'). Pension  plan assets have  been allocated to  the
Brink's Group based on the percentage of its projected benefit obligation to the
plan's  total projected benefit  obligation. Management believes  such method of
allocation to be equitable and a reasonable estimate of the cost attributable to
the Brink's Group.
 
3. SHAREHOLDER'S EQUITY
 
     The following presents shareholder's equity  of the Brink's Group  assuming
completion of the Brink's Stock Proposal transaction:

                                                                 NINE MONTHS
                                                                    ENDED             YEAR ENDED DECEMBER 31
                                                                 SEPTEMBER 30    --------------------------------
                                                                     1995          1994        1993        1992
                                                                 ------------    --------    --------    --------
                                                                 (UNAUDITED)

Balance at beginning of period................................     $215,531      $175,219    $147,582    $136,562
Net income....................................................       36,124        41,489      31,650      23,953
Foreign currency translation adjustment.......................       (5,257)          (25)     (3,336)       (770)
Attributed equity transactions:
     Stock options exercised..................................        1,114         3,730       8,123         821
     Stock released from employee benefits trust to employee
       benefits plan..........................................        2,341           899         563         286
     Stock sold from employee benefits trust to employee
       benefits plan..........................................       --             --            147       --
     Stock issued to employee benefits plan...................       --             --          --            375
     Stock sold to Minerals Group.............................       --               216          86       --
     Stock repurchases........................................       (2,301)       (4,146)       (616)     (7,274)
     Dividends declared.......................................       (2,651)       (3,404)     (3,175)     (2,526)
     Cost of Services Stock Proposal..........................       --                (1)       (782)      --
     Tax benefit of options exercised.........................       --             1,554       1,018       --
     Net cash to the Company..................................       --             --         (6,041)     (3,845)
                                                                   --------      --------    --------    --------
     Balance at end of period.................................     $244,901      $215,531    $175,219    $147,582
                                                                   --------      --------    --------    --------
                                                                   --------      --------    --------    --------

     Included  in  shareholder's  equity  is  the  cumulative  foreign  currency
translation adjustment of $18,493 at September 30, 1995 (unaudited) and $13,236,
$13,211 and $9,875 at December 31, 1994, 1993 and 1992, respectively.
 
                                      V-11

                             PITTSTON BRINK'S GROUP
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
4. PROPERTY, PLANT AND EQUIPMENT
 
     Property, plant and equipment at cost, consist of the following:

                                                                             DECEMBER 31,
                                                                         --------------------
                                                                           1994        1993
                                                                         --------    --------

Land..................................................................   $  4,162    $  3,618
Buildings.............................................................     27,753      26,241
Machinery and equipment...............................................    333,126     285,846
                                                                         --------    --------
                                                                         $365,041    $315,705
                                                                         --------    --------
                                                                         --------    --------

     The estimated  useful  lives  for  property, plant  and  equipment  are  as
follows:

                                                                                       YEARS
                                                                                      -------

Buildings..........................................................................   3 to 25
Machinery and equipment............................................................   2 to 20

     Depreciation  of property, plant and  equipment aggregated $35,992 in 1994,
$31,973 in 1993 and  $30,157 in 1992.  For the nine  months ended September  30,
1995  and  1994  (unaudited),  depreciation  of  property,  plant  and equipment
aggregated $31,097 and $26,181, respectively.
 
     Changes in  capitalized subscriber  installation  costs for  home  security
systems included in machinery and equipment were as follows:

                                                                  NINE MONTHS
                                                                     ENDED            YEAR ENDED DECEMBER 31
                                                                   SEPTEMBER     --------------------------------
                                                                    30 1995        1994        1993        1992
                                                                  -----------    --------    --------    --------
                                                                  (UNAUDITED)

Capitalized subscriber installation costs -- beginning of
  year.........................................................    $  81,445     $ 65,785    $ 54,668    $ 44,842
Capitalized cost of security system installations..............       29,141       32,309      23,972      20,694
Capitalized cost of security systems acquired..................       --            --          --           (143)
Depreciation, including amounts recognized to fully depreciate
  capitalized costs for installations disconnected during the
  period.......................................................      (15,372)     (16,649)    (12,855)    (10,725)
                                                                   ---------     --------    --------    --------
Capitalized subscriber installation costs -- end of period.....    $  95,214     $ 81,445    $ 65,785    $ 54,668
                                                                   ---------     --------    --------    --------
                                                                   ---------     --------    --------    --------

     New subscribers were 75,200 in 1994, 59,700 in 1993 and 51,300 in 1992. For
the  nine  months ended  September 30,  1995  (unaudited), new  subscribers were
58,900.
 
     As of January 1,  1992, BHS elected to  capitalize categories of costs  not
previously  capitalized for home  security system installations.  This change in
accounting  principle  is  preferable   because  it  more  accurately   reflects
subscriber  installation costs. The additional  costs not previously capitalized
consisted of costs for installation labor and related benefits for  supervisory,
installation  scheduling, equipment testing and  other support personnel (in the
amount of $2,645 in 1994, $2,567 in 1993 and $2,327 in 1992) and costs  incurred
in maintaining facilities and vehicles dedicated to the installation process (in
the  amount of $1,492 in 1994, $1,484 in 1993 and $1,994 in 1992). The effect of
this change in  accounting principle  was to  increase operating  profit of  the
Brink's  Group and the BHS segment in 1994,  1993 and 1992 by $4,137, $4,051 and
$4,321, respectively, and net income of the Brink's Group in 1994, 1993 and 1992
by $2,486, $2,435 and $2,596, respectively, or  by $.07 per share in each  year.
The  effect of  this change  in accounting  principle was  to increase operating
profit of the Brink's  Group and the  BHS segment for the  first nine months  of
1995  and 1994  (unaudited), by $3,204  and $3,114, respectively.  The effect of
this change increased net income per common  share of the Brink's Group for  the
first  nine months  of 1995 and  1994 (unaudited)  by $.05. Prior  to January 1,
1992, the records needed to identify
 
                                      V-12

                             PITTSTON BRINK'S GROUP
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
such costs were not available. Thus,  it was impossible to accurately  calculate
the  effect on  retained earnings  as of January  1, 1992.  However, the Brink's
Group believes  the effect  on retained  earnings  as of  January 1,  1992,  was
immaterial.
 
     Because  capitalized subscriber  installation costs for  prior periods were
not adjusted  for the  change in  accounting principle,  installation costs  for
subscribers  in those years will continue to  be depreciated based on the lesser
amounts capitalized in prior periods. Consequently, depreciation of  capitalized
subscriber  installation costs  in the current  year and  until such capitalized
costs prior to January 1, 1992, are fully depreciated will be less than if  such
prior periods' capitalized costs had been adjusted for the change in accounting.
However,  the Brink's Group believes the effect  on net income in 1994, 1993 and
1992 was immaterial.
 
5. INTANGIBLES
 
     Intangibles consist entirely of the excess  of cost over fair value of  net
assets  of companies acquired and are  net of accumulated amortization of $6,703
at December 31, 1994, and $5,596 at December 31, 1993. The estimated useful life
of intangibles is generally forty years. Amortization of intangibles  aggregated
$882 in 1994, $865 in 1993 and $964 in 1992.
 
6. FINANCIAL INSTRUMENTS
 
     Financial  instruments  which  potentially  subject  the  Brink's  Group to
concentrations of credit risk consist principally of cash and cash  equivalents,
short-term  cash investments and trade receivables. The Brink's Group's cash and
cash  equivalents  and  short-term  investments  are  placed  with  high  credit
qualified financial institutions. Also, by policy, the amount of credit exposure
to  any one financial institution is  limited. Concentration of credit risk with
respect to trade receivables  are limited due to  the large number of  customers
comprising  the Brink's Group's customer base,  and their dispersion across many
geographic areas.
 
     The following details the fair values of financial instruments for which it
is practicable to estimate the value:
 
CASH AND CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS
 
     The carrying amounts approximate fair  value because of the short  maturity
of these instruments.
 
DEBT
 
     The aggregate fair value of the Brink's Group's long-term debt obligations,
which  is based upon quoted  market prices and rates  currently available to the
Brink's Group  for debt  with  similar terms  and maturities,  approximates  the
carrying amount.
 
OFF-BALANCE SHEET INSTRUMENTS
 
     The  Brink's Group  utilizes off-balance  sheet financial  instruments from
time to  time  to  hedge its  foreign  currency  and exposures.  The  risk  that
counterparties  to such  instruments may  be unable  to perform  is minimized by
limiting the counterparties to major  financial institutions. The Brink's  Group
does not expect any losses due to such counterparty default.
 
                                      V-13

                             PITTSTON BRINK'S GROUP
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
7. INCOME TAXES
 
     The provision (credit) for income taxes consists of the following:

                                                                  U.S.
                                                                 FEDERAL    FOREIGN    STATE      TOTAL
                                                                 -------    -------    ------    -------

1994:
     Current..................................................   $12,085    $ 2,873    $2,686    $17,644
     Deferred.................................................     2,188      1,608       532      4,328
                                                                 -------    -------    ------    -------
          Total...............................................   $14,273    $ 4,481    $3,218    $21,972
                                                                 -------    -------    ------    -------
                                                                 -------    -------    ------    -------
1993:
     Current..................................................   $13,118    $ 7,797    $1,684    $22,599
     Deferred.................................................       159     (4,537)    1,380     (2,998)
                                                                 -------    -------    ------    -------
          Total...............................................   $13,277    $ 3,260    $3,064    $19,601
                                                                 -------    -------    ------    -------
                                                                 -------    -------    ------    -------
1992:
     Current..................................................   $12,666    $ 1,534    $2,069    $16,269
     Deferred.................................................    (2,767)       344      (231)    (2,654)
                                                                 -------    -------    ------    -------
          Total...............................................   $ 9,899    $ 1,878    $1,838    $13,615
                                                                 -------    -------    ------    -------
                                                                 -------    -------    ------    -------

     The  significant components of the deferred tax provision (benefit) were as
follows:

                                                                             1994      1993       1992
                                                                            ------    -------    -------

Deferred tax provision (benefit), exclusive of the components listed
  below..................................................................   $2,892    $(5,548)   $(1,818)
Investment tax credit carryforwards......................................     --        --         1,489
Net operating loss carryforwards.........................................      449      1,860     (1,062)
Alternative minimum tax credits..........................................    1,084        648     (1,316)
Change in the valuation allowance for deferred tax assets................      (97)        42         53
                                                                            ------    -------    -------
                                                                            $4,328    $(2,998)   $(2,654)
                                                                            ------    -------    -------
                                                                            ------    -------    -------

     The tax benefit for compensation expense related to the exercise of certain
employee stock options for  tax purposes in excess  of compensation expense  for
financial  reporting purposes  is recognized  as an  adjustment to shareholder's
equity.
 
                                      V-14

                             PITTSTON BRINK'S GROUP
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
     The components of the  net deferred tax liability  as of December 31,  1994
and December 31, 1993 were as follows:

                                                                                      1994       1993
                                                                                     -------    -------

Deferred tax assets:
     Accounts receivable..........................................................   $ 1,310    $ 1,461
     Postretirement benefits other than pensions..................................     1,741      1,753
     Workers' compensation and other claims.......................................     4,974      4,176
     Other liabilities and reserves...............................................    11,355     11,542
     Miscellaneous................................................................       727      1,181
     Net operating loss carryforwards.............................................     2,565      3,014
     Alternative minimum tax credits..............................................     3,741      4,348
     Valuation allowance..........................................................     --           (97)
                                                                                     -------    -------
          Total deferred tax asset................................................    26,413     27,378
                                                                                     -------    -------
Deferred tax liabilities:
     Property, plant and equipment................................................    22,125     19,015
     Pension assets...............................................................    14,724     14,056
     Other assets.................................................................     2,844      2,675
     Investments in foreign affiliates............................................    11,965     13,044
     Miscellaneous................................................................     1,330      2,434
                                                                                     -------    -------
          Total deferred tax liability............................................    52,988     51,224
                                                                                     -------    -------
          Net deferred tax liability..............................................   $26,575    $23,846
                                                                                     -------    -------
                                                                                     -------    -------

     The  recording of deferred federal tax  assets is based upon their expected
utilization in  the Company's  consolidated federal  income tax  return and  the
benefit  that  would  accrue  to  the  Brink's  Group  under  the  Company's tax
allocation policy.
 
     The valuation allowance relates to  deferred tax assets in certain  foreign
and state jurisdictions.
 
     The  following table  accounts for  the difference  between the  actual tax
provision and the amounts obtained by applying the statutory U.S. federal income
tax rate of 35%  in 1994 and 1993  and 34% in 1992  to the income before  income
taxes.

                                                                                       YEAR ENDED DECEMBER 31
                                                                                    -----------------------------
                                                                                     1994       1993       1992
                                                                                    -------    -------    -------

Income before income taxes:
     United States...............................................................   $47,419    $39,187    $31,282
     Foreign.....................................................................    16,042     12,064      6,286
                                                                                    -------    -------    -------
                                                                                    $63,461    $51,251    $37,568
                                                                                    -------    -------    -------
                                                                                    -------    -------    -------
Tax provision computed at statutory rate.........................................   $22,211    $17,938    $12,772
Increases (reductions) in taxes due to:
     State income taxes (net of federal tax benefit).............................     2,092      1,992      1,323
     Difference between total taxes on foreign income and the U.S. federal
       statutory rate............................................................    (3,259)      (633)    (1,231)
     Miscellaneous...............................................................       928        304        751
                                                                                    -------    -------    -------
Actual tax provision.............................................................   $21,972    $19,601    $13,615
                                                                                    -------    -------    -------
                                                                                    -------    -------    -------

     It  is the policy of  the Brink's Group to  accrue deferred income taxes on
temporary differences related  to the financial  statement carrying amounts  and
tax  bases  of  investments in  foreign  subsidiaries and  affiliates  which are
expected to  reverse in  the foreseeable  future. As  of December  31, 1994  and
December  31,  1993,  the  unrecognized  deferred  tax  liability  for temporary
differences of approximately
 
                                      V-15

                             PITTSTON BRINK'S GROUP
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
$36,460  and   $39,417,  respectively,   related  to   investments  in   foreign
subsidiaries  and affiliates  that are essentially  permanent in  nature and not
expected to  reverse in  the foreseeable  future was  approximately $12,761  and
$13,796, respectively.
 
     The  Brink's Group is  included in the  Company's consolidated U.S. federal
income tax return. Such returns have been audited and settled with the  Internal
Revenue Service through the year 1981.
 
     As  of  December 31,  1994,  the Brink's  Group  had $3,741  of alternative
minimum tax credits allocated to it  under the Company's tax allocation  policy.
Such credits are available to offset future U.S. federal income taxes and, under
current tax law, the carryforward period for such credits is unlimited.
 
     The  tax benefits of net operating  loss carryforwards of the Brink's Group
as at December 31,  1994 were $2,565  and related to  various state and  foreign
taxing jurisdictions. The expiration periods primarily range from 5 to 15 years.
 
8. LONG-TERM DEBT
 
     Total long-term debt of the Brink's Group consists of the following:

                                                                                            AS OF
                                                                                         DECEMBER 31
                                                                                      -----------------
                                                                                       1994      1993
                                                                                      ------    -------

Senior obligations:
     U.S. dollar term loan due 1996 to 1997 (6.50% in 1994 and 3.81% in 1993)......   $3,451    $ 5,321
     Dutch guilder term loan due 1995 (6.69% in 1993)..............................     --        1,250
     U.S. dollar term loan due 1996 (4.06% in 1993)................................     --        1,714
     All other.....................................................................    1,882      2,001
                                                                                      ------    -------
                                                                                       5,333     10,286
Obligations under capital leases (average rates 16.80% in 1994 and 6.25% in
  1993)............................................................................    2,657      2,363
                                                                                      ------    -------
          Total long-term debt, less current maturities............................   $7,990    $12,649
                                                                                      ------    -------
                                                                                      ------    -------

     For  the  four  years  through December  31,  1999,  minimum  repayments of
long-term debt outstanding are as follows:

                                                                 
1996.............................................................   $3,499
1997.............................................................    2,750
1998.............................................................      881
1999.............................................................      358

     The Dutch guilder loan  bears interest based on  a Euroguilder rate, or  if
converted  to a  U.S. dollar  loan based  on prime,  Eurodollar or  money market
rates. In January 1992, a portion of the guilder loan was converted into a  U.S.
dollar  term loan.  The U.S. dollar  term loan  due 1996 to  1997 bears interest
based on the Eurodollar rate.
 
     Under the terms of  the loans, Brink's has  agreed to various  restrictions
relating to net worth, disposition of assets and incurrence of additional debt.
 
     In  March 1994, the Company entered into a $350,000 credit agreement with a
syndicate of  banks (the  'New Facility'),  replacing the  Company's  previously
existing  $250,000 of revolving  credit agreements. The  New Facility included a
$100,000 five-year term loan,  which originally matured in  March 1999. The  New
Facility also permitted additional borrowings, repayments and reborrowings of up
to  an aggregate of $250,000 initially until  March 1999. In March 1995, the New
Facility was amended to extend the maturity of the term loan to May 2000 and  to
permit  the additional borrowings,  repayments and reborrowings  until May 2000.
Interest on borrowings under the New Facility is payable
 
                                      V-16

                             PITTSTON BRINK'S GROUP
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
at rates based  on prime,  certificate of  deposit, Eurodollar  or money  market
rates.  At  December  31,  1994,  no  borrowings  under  the  New  Facility were
attributed to the Brink's Group.
 
     Various international  operations maintain  lines of  credit and  overdraft
facilities  aggregating approximately $14,000 with a number of banks on either a
secured or unsecured basis.
 
     Under the terms of some of its debt instruments, the Company has agreed  to
various  restrictions relating  to the payment  of dividends,  the repurchase of
capital stock, the  maintenance of  consolidated net  worth, and  the amount  of
additional  funded debt  which may be  incurred. See  the Company's consolidated
financial statements and related footnotes set forth in Annex IX.
 
     At December  31,  1994,  the Company's  portion  of  outstanding  unsecured
letters  of  credit  allocated  to  the  Brink's  Group  was  $14,918, primarily
supporting the  Brink's Group's  obligations  under its  various  self-insurance
programs.
 
9. STOCK OPTIONS
 
     Upon  approval of the Brink's Stock  Proposal, the Company will convert its
stock options outstanding into options for shares of Brink's Stock or Burlington
Stock, or both, pursuant  to provisions in the  option agreements covering  such
options.  See  the  Company's  consolidated  financial  statements  and  related
footnotes set forth in  Annex IX for information  regarding the Company's  stock
options.
 
10. ACQUISITIONS
 
     During  1992,  the  Brink's  Group acquired  a  business  for  an aggregate
purchase price of  $2,658, including debt  of $1,144. The  fair value of  assets
acquired was $2,690 and liabilities assumed was $32.
 
     The  acquisition was accounted for as a purchase and the purchase price for
the acquisition was essentially equal to the fair value of assets acquired.  The
results  of operations of the acquired company  has been included in the Brink's
Group's results of operations from the date of acquisition.
 
11. LEASES
 
     The Brink's Group's  businesses lease facilities,  vehicles, computers  and
other equipment under long-term operating leases with varying terms, and most of
the  leases contain  renewal and/or purchase  options. As of  December 31, 1994,
aggregate future minimum  lease payments under  noncancellable operating  leases
were as follows:

                                                                            EQUIPMENT
                                                              FACILITIES     & OTHER      TOTAL
                                                              ----------    ---------    -------

1995.......................................................      $10,301      $3,023     $13,324
1996.......................................................        9,202       1,807      11,009
1997.......................................................        7,666         897       8,563
1998.......................................................        6,811         598       7,409
1999.......................................................        5,283         150       5,433
2000.......................................................        4,679          44       4,723
2001.......................................................        4,245           2       4,247
2002.......................................................        3,464           2       3,466
2003.......................................................        3,179           1       3,180
2004.......................................................        3,071           0       3,071
Later years................................................        5,292           0       5,292
                                                                 -------      -------    -------
                                                                 $63,193      $6,524     $69,717
                                                                 -------      -------    -------
                                                                 -------      -------    -------

     Rent  expense amounted to $17,419  in 1994, $14,908 in  1993 and $13,428 in
1992.
 
                                      V-17

                             PITTSTON BRINK'S GROUP
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
     The Brink's Group  incurred capital  lease obligations of  $1,651 in  1994,
$1,059  in 1993 and $1,778 in 1992. As of December 31, 1994, the Brink's Group's
obligations under capital leases were not significant.
 
12. EMPLOYEE BENEFIT PLANS
 
     The Brink's Group's businesses participate in the Company's noncontributory
defined benefit pension plan covering  substantially all nonunion employees  who
meet  certain  minimum  requirements  in addition  to  sponsoring  certain other
defined benefit plans. Benefits  of most of  the plans are  based on salary  and
years of service. The Brink's Group's pension cost relating to its participation
in the Company's defined benefit pension plan is actuarially determined based on
its  respective employees and an allocable share of the pension plan assets. The
Company's policy  is to  fund the  actuarially determined  amounts necessary  to
provide  assets sufficient to meet the benefits  to be paid to plan participants
in accordance with applicable regulations. The net pension expense (credit)  for
1994, 1993 and 1992 for all plans is as follows:

                                                                            YEAR ENDED DECEMBER 31
                                                                       --------------------------------
                                                                         1994        1993        1992
                                                                       --------    --------    --------

Service cost -- benefits earned during year.........................   $  5,551    $  4,558    $  4,428
Interest cost on projected benefit obligation.......................      7,838       7,765       7,128
Return on assets -- actual..........................................     (1,750)    (18,726)    (11,488)
(Loss) return on assets -- deferred.................................    (10,910)      7,011        (696)
Other amortization, net.............................................       (472)       (274)     (4,000)
                                                                       --------    --------    --------
Net pension expense (credit)........................................   $    257    $    334    $ (4,628)
                                                                       --------    --------    --------
                                                                       --------    --------    --------

     The  assumptions used in  determining the net  pension expense (credit) for
the Company's major pension plan were as follows:

                                                                                1994      1993      1992
                                                                                ----      ----      ----

Interest cost on projected benefit obligation................................    7.5%      9.0%      9.0%
Expected long-term rate of return on assets..................................   10.0%     10.0%     10.0%
Rate of increase in compensation levels......................................    4.0%      5.0%      5.0%

     The funded status and prepaid pension expense at December 31, 1994 and 1993
are as follows:

                                                                                     1994        1993
                                                                                   --------    --------
                                                                                         
Actuarial present value of accumulated benefit obligation:
     Vested.....................................................................   $ 78,344    $ 84,190
     Nonvested..................................................................      6,559       5,426
                                                                                   --------    --------
                                                                                     84,903      89,616
Benefits attributable to projected salaries.....................................     14,965      21,192
                                                                                   --------    --------
Projected benefit obligation....................................................     99,868     110,808
Plan assets at fair value.......................................................    132,736     133,813
                                                                                   --------    --------
Excess of plan assets over projected benefit obligation.........................     32,868      23,005
Unamortized initial net asset...................................................     (3,418)     (4,143)
Unrecognized experience loss....................................................        604      10,233
Unrecognized prior service cost.................................................      1,608       1,860
                                                                                   --------    --------
Net pension assets..............................................................     31,662      30,955
Current pension liability.......................................................        833         803
                                                                                   --------    --------
Deferred pension asset per balance sheet........................................   $ 32,495    $ 31,758
                                                                                   --------    --------
                                                                                   --------    --------

     For the valuation of pension obligations and the calculation of the  funded
status,  the discount  rate was  8.75% in  1994 and  7.5% in  1993. The expected
long-term rate of return on assets was  10% in both years. The rate of  increase
in compensation levels used was 4% in 1994 and 1993.
 
                                      V-18

                             PITTSTON BRINK'S GROUP
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
     The unrecognized initial net asset at January 1, 1986 (January 1, 1989, for
certain  foreign  pension plans),  the date  of  adoption of  SFAS 87,  has been
amortized over the estimated remaining average service life of the employees. As
of December 31, 1994, approximately 65%  of plan assets were invested in  equity
securities and 35% in fixed income securities.
 
     The Brink's Group also provides certain postretirement health care and life
insurance  benefits  for eligible  active and  retired  employees in  the United
States and Canada.
 
     For the years 1994, 1993 and  1992, the components of periodic expense  for
these postretirement benefits were as follows:

                                                                              YEAR ENDED DECEMBER 31
                                                                             ------------------------
                                                                             1994      1993      1992
                                                                             ----      ----      ----

Service cost -- benefits earned during year...............................   $ 86      $ 70      $ 67
Interest cost on accumulated postretirement benefit obligation............    232       256       283
                                                                             ----      ----      ----
Total expense.............................................................   $318      $326      $350
                                                                             ----      ----      ----
                                                                             ----      ----      ----

     Interest  costs on  the accumulated postretirement  benefit obligation were
based upon rates of 7.5% in 1994 and 9% in 1993 and 1992.
 
     At December 31, 1994 and 1993,  the actuarial and recorded liabilities  for
these postretirement benefits, none of which have been funded, were as follows:

                                                                                         1994      1993
                                                                                        ------    ------
                                                                                            
Accumulated postretirement benefit obligation:
     Retirees........................................................................   $1,675    $1,558
     Fully eligible active plan participants.........................................      654       833
     Other active plan participants..................................................      766       983
                                                                                        ------    ------
                                                                                         3,095     3,374
Unrecognized experience gain.........................................................      477       153
                                                                                        ------    ------
Liability included on the balance sheet..............................................    3,572     3,527
Less current portion.................................................................      292       298
                                                                                        ------    ------
Noncurrent liability for postretirement health care and life insurance benefits......   $3,280    $3,229
                                                                                        ------    ------
                                                                                        ------    ------

     The  accumulated postretirement benefit obligation was determined using the
unit credit method and  an assumed discount  rate of 8.75% in  1994 and 7.5%  in
1993. The postretirement benefit obligation for U.S. salaried employees does not
provide  for changes in  health care costs since  the employer's contribution to
the plan is a fixed amount. The assumed health care cost trend rate used in 1994
for employees under a foreign plan was 10% grading down to 5% in the year 2001.
 
     A percentage point increase  each year in the  health care cost trend  rate
used would have resulted in a $10 increase in the aggregate service and interest
components  of expense for the year 1994,  and a $66 increase in the accumulated
postretirement benefit obligation at December 31, 1994.
 
     The Brink's  Group also  participates in  the Company's  Savings-Investment
Plan  to assist eligible  employees in providing for  retirement or other future
financial needs. Employee contributions are matched  at rates of 50% to 125%  up
to  5% of compensation  (subject to certain limitations  imposed by the Internal
Revenue  Code  of  1986,  as  amended).  Contribution  expense  under  the  plan
aggregated $2,706 in 1994, $2,153 in 1993 and $2,114 in 1992.
 
     In  May  1994,  the  Company's  shareholders  approved  the  Employee Stock
Purchase Plan effective July 1,  1994. See the Company's consolidated  financial
statements and related footnotes set forth in Annex IX for information regarding
the Company's Employee Stock Purchase Plan.
 
                                      V-19

                             PITTSTON BRINK'S GROUP
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
13. OTHER OPERATING INCOME
 
     Other  operating income includes the Brink's Group's share of net income in
unconsolidated affiliated  companies which  are carried  on the  equity  method.
Amounts presented include the accounts of the following equity affiliates:

                                                                                            OWNERSHIP
                                                                                         AT DECEMBER 31
                                                                                              1994
                                                                                         ---------------

Servicio Pan Americano De Protecion, S.A. (Mexico)....................................         20.0%
Brink's Panama, S.A. .................................................................         49.0%
Brink's De Colombia S.A. .............................................................         46.5%
Brink's S.A. (France).................................................................         38.0%
Brink's Schenker, GmbH (Germany)......................................................         50.0%
Brink's Securmark S.p.A. (Italy)......................................................         24.5%
Security Services (Brink's Jordan), W.L.L. ...........................................         45.0%
Brink's-Allied Limited (Ireland)......................................................         50.0%
Brink's Ayra India Private Limited....................................................         40.0%
Brink's Pakistan (Pvt.) Limited.......................................................         49.0%
Brink's Taiwan Limited................................................................         50.0%
Brink's (Thailand) Ltd. ..............................................................         40.0%

     The  following  table presents  summarized  financial information  of these
companies.

                                                                        1994        1993        1992
                                                                      --------    --------    --------

Revenues...........................................................   $784,699    $688,637    $673,671
Gross profit.......................................................    147,468     140,402     126,831
Net income.........................................................     22,661      24,739      32,284
 
The Company's share of net income..................................   $  6,048    $  6,895    $  8,133
                                                                      --------    --------    --------
                                                                      --------    --------    --------
Current assets.....................................................   $149,367    $171,286
Noncurrent assets..................................................    291,085     225,238
Current liabilities................................................    135,824     149,482
Noncurrent liabilities.............................................    156,375     105,439
Net equity.........................................................   $148,253    $141,603

     Undistributed earnings of such  companies approximated $39,673 at  December
31, 1994.
 
14. SEGMENT INFORMATION
 
     Operating revenues by geographic area are as follows:

                                                                           YEAR ENDED DECEMBER 31
                                                                      --------------------------------
                                                                        1994        1993        1992
                                                                      --------    --------    --------

United States......................................................   $406,828    $356,869    $304,024
Brazil.............................................................     70,492      43,974      35,135
Other foreign......................................................    179,673     170,110     175,664
                                                                      --------    --------    --------
                                                                      $656,993    $570,953    $514,823
                                                                      --------    --------    --------
                                                                      --------    --------    --------

     The  following  is derived  from the  business  segment information  in the
Company's consolidated financial statements as it relates to the Brink's  Group.
See  Note  2, Related  Party Transactions,  for a  description of  the Company's
policy for corporate allocations.
 
                                      V-20

                             PITTSTON BRINK'S GROUP
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
     The Brink's  Group's  portion  of  the Company's  operating  profit  is  as
follows:

                                                                             YEAR ENDED DECEMBER 31
                                                                          -----------------------------
                                                                           1994       1993       1992
                                                                          -------    -------    -------
                                                                                       
United States..........................................................   $51,343    $43,707    $31,348
Brazil.................................................................     3,162      1,413       (327)
Other foreign..........................................................    17,637     16,288     15,784
                                                                          -------    -------    -------
Brink's Group's portion of the Company's segment operating profit......    72,142     61,408     46,805
Allocated general corporate expense....................................    (4,666)    (4,757)    (4,278)
Pension credit.........................................................     --         --         3,257
                                                                          -------    -------    -------
Operating profit.......................................................   $67,476    $56,651    $45,784
                                                                          -------    -------    -------
                                                                          -------    -------    -------

     The  Brink's Group's  portion of  the Company's  assets at  year end  is as
follows:

                                                                             AS OF DECEMBER 31
                                                                      --------------------------------
                                                                        1994        1993        1992
                                                                      --------    --------    --------
                                                                                     
United States......................................................   $203,364    $173,416    $153,376
Brazil.............................................................     25,843      20,780      16,739
Other foreign......................................................    155,981     145,642     142,314
                                                                      --------    --------    --------
Brink's Group's portion of the Company's assets....................    385,188     339,838     312,429
Brink's Group's portion of corporate assets........................     24,503      23,208      23,284
Deferred tax reclass...............................................     17,196      14,877      11,302
                                                                      --------    --------    --------
Total assets.......................................................   $426,887    $377,923    $347,015
                                                                      --------    --------    --------
                                                                      --------    --------    --------

     Industry segment information is as follows:

                                                                           YEAR ENDED DECEMBER 31
                                                                      --------------------------------
                                                                        1994        1993        1992
                                                                      --------    --------    --------
                                                                                     
Revenues:
     Brink's.......................................................   $547,046    $481,904    $444,018
     BHS...........................................................    109,947      89,049      70,805
                                                                      --------    --------    --------
          Total revenues...........................................   $656,993    $570,953    $514,823
                                                                      --------    --------    --------
                                                                      --------    --------    --------
Operating Profit:
     Brink's(a)....................................................   $ 39,710    $ 35,008    $ 30,354
     BHS(b)........................................................     32,432      26,400      16,451
                                                                      --------    --------    --------
Segment operating profit...........................................     72,142      61,408      46,805
Allocated general corporate expense................................     (4,666)     (4,757)     (4,278)
Pension credit.....................................................      --          --          3,257
                                                                      --------    --------    --------
          Total operating profit...................................   $ 67,476    $ 56,651    $ 45,784
                                                                      --------    --------    --------
                                                                      --------    --------    --------

- ------------
 
 (a) Includes equity  in  net income  of  unconsolidated foreign  affiliates  of
     $6,048 in 1994, $6,895 in 1993 and $8,133 in 1992.
 
 (b) As  of January 1, 1992,  BHS elected to capitalize  categories of costs not
     previously capitalized for home  security installations to more  accurately
     reflect  subscriber  installation  costs.  The  effect  of  this  change in
     accounting principle  was  to increase  operating  profit $4,137  in  1994,
     $4,051 in 1993 and $4,321 in 1992 (Note 4).
 
                                      V-21

                             PITTSTON BRINK'S GROUP
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

                                                                           YEAR ENDED DECEMBER 31
                                                                      --------------------------------
                                                                        1994        1993        1992
                                                                      --------    --------    --------

Capital Expenditures:
     Brink's.......................................................   $ 23,963    $ 22,209    $ 22,461
     BHS...........................................................     34,071      26,409      22,855
     Allocated general corporate...................................         60          32          68
                                                                      --------    --------    --------
          Total capital expenditures...............................   $ 58,094    $ 48,650    $ 45,384
                                                                      --------    --------    --------
                                                                      --------    --------    --------
Depreciation and Amortization:
     Brink's.......................................................   $ 20,553    $ 20,150    $ 20,531
     BHS...........................................................     17,817      14,357      12,215
     Allocated general corporate expense...........................         93          89          99
                                                                      --------    --------    --------
          Total depreciation and amortization......................   $ 38,463    $ 34,596    $ 32,845
                                                                      --------    --------    --------
                                                                      --------    --------    --------
Assets at December 31:
     Brink's.......................................................   $297,816    $267,229    $246,648
     BHS...........................................................     87,372      72,609      65,781
                                                                      --------    --------    --------
Identifiable assets................................................    385,188     339,838     312,429
Allocated portion of the Company's corporate assets................     24,503      23,208      23,284
Deferred tax reclass...............................................     17,196      14,877      11,302
                                                                      --------    --------    --------
          Total assets.............................................   $426,887    $377,923    $347,015
                                                                      --------    --------    --------
                                                                      --------    --------    --------

15. CONTINGENT LIABILITIES
 
     Under the Coal Industry Retiree Health Benefit Act of 1992 (the 'Act'), the
Company  and its  majority-owned subsidiaries  at July  20, 1992,  including the
Brink's Group included in these financial statements, are jointly and  severally
liable  with the Burlington Group and the Minerals Group for the costs of health
care coverage provided  for by that  Act. For a  description of the  Act and  an
estimate  of certain of  such costs, see  Note 13 to  the Company's consolidated
financial statements. At this  time, the Company expects  the Minerals Group  to
generate sufficient cash flow to discharge its obligations under the Act.
 
     In  April 1990, the Company entered  into a settlement agreement to resolve
certain environmental  claims  against  the  Company  arising  from  hydrocarbon
contamination  at a petroleum terminal facility ('Tankport') in Jersey City, New
Jersey, which operations were sold in 1983. Under the settlement agreement,  the
Company  is  obligated  to pay  80%  of  the remediation  costs.  Based  on data
available  to  the  Company  and  its  environmental  consultants,  the  Company
estimates  its  portion of  the  cleanup costs  on  an undiscounted  basis using
existing technologies to be between  $6,700 and $14,100 over  a period of up  to
five  years. Management is unable to determine that any amount within that range
is a better estimate due to a variety of uncertainties, which include the extent
of the contamination at the site, the permitted technologies for remediation and
the regulatory standards by which the  clean-up will be conducted. The  clean-up
estimates  have been modified in light of certain regulatory changes promulgated
in December 1994.
 
     The Company commenced insurance coverage litigation in 1990, in the  United
States  District Court  for the  District of  New Jersey,  seeking a declaratory
judgment that  all amounts  payable  by the  Company  pursuant to  the  Tankport
obligation were reimbursable under comprehensive general liability and pollution
liability  policies maintained  by the  Company. Although  the underwriters have
disputed this claim, management and its  legal counsel believe that recovery  is
probable  of realization  in the  full amount of  the claim.  This conclusion is
based upon, among other things, the nature of the pollution policies which  were
broadly  designed to cover  such contingent liabilities,  the favorable state of
the law
 
                                      V-22

                             PITTSTON BRINK'S GROUP
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
in the  State  of  New  Jersey  (whose laws  have  been  found  to  control  the
interpretation of the policies), and numerous other factual considerations which
support  the  Company's  analysis  of  the  insurance  contracts  and  rebut the
underwriters' defenses. Accordingly, there is no net liability in regard to  the
Tankport obligation.
 
16. SUPPLEMENTAL CASH FLOW INFORMATION
 
     For  the years ended  December 31, 1994,  1993 and 1992,  cash payments for
income taxes,  net  of  refunds  received, were  $19,277,  $15,595  and  $8,060,
respectively. For the nine months ended September 30, 1995 and 1994 (unaudited),
cash  payments  for  income taxes,  net  of  refunds received  were  $13,379 and
$14,394, respectively.
 
     For the years  ended December 31,  1994, 1993 and  1992, cash payments  for
interest were $2,502, $2,722 and $4,597, respectively. For the nine months ended
September  30, 1995 and 1994 (unaudited), cash payments for interest were $1,523
and $1,742, respectively.
 
17. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
 
     Tabulated below are certain data for each quarter of 1994 and 1993.

                                                            1ST         2ND         3RD         4TH
                                                          --------    --------    --------    --------

1994 Quarters:
     Operating revenues................................   $149,569    $155,085    $171,787    $180,552
     Gross profit......................................     32,850      38,567      43,043      44,348
     Net income........................................   $  7,172    $  9,779    $ 11,576    $ 12,962
Proforma Financial Information:
     Per Pittston Brink's Group Common Share:
               Net income..............................   $    .19    $    .26    $    .31    $    .34
1993 Quarters:
     Operating revenues................................   $132,872    $139,886    $145,629    $152,566
     Gross profit......................................     30,718      33,402      34,699      38,180
     Net income........................................   $  5,749    $  8,177    $  8,513    $  9,211
Proforma Financial Information:
     Per Pittston Brink's Group Common Share:
               Net income..............................   $    .16    $    .22    $    .23    $    .25

                                      V-23

                             PITTSTON BRINK'S GROUP
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
                     OF OPERATIONS AND FINANCIAL CONDITION
 
     The financial  statements  of  the Pittston  Brink's  Group  (the  'Brink's
Group')  include the  balance sheets,  results of  operations and  cash flows of
Brink's, Incorporated ('Brink's') and Brink's Home Security, Inc. ('BHS'), and a
portion  of  The  Pittston  Company's  (the  'Company')  corporate  assets   and
liabilities  and related transactions  which are not  separately identified with
operations of a specific segment.
 
     Upon approval  of  the  Brink's  Stock Proposal  (see  'The  Brink's  Stock
Proposal' in the Proxy Statement), the capital structure of The Pittston Company
(the 'Company') will be modified to include an additional class of common stock.
The  outstanding  shares  of  Pittston Services  Group  Common  Stock ('Services
Stock') will be redesignated as Pittston  Brink's Group Common Stock, par  value
$1.00  per share ('Brink's Stock')  and one-half of one share  of a new class of
common stock identified  as Pittston  Burlington Group Common  Stock, par  value
$1.00  per share, ('Burlington Stock') will  be distributed for each outstanding
share of  Services  Stock.  Holders  of Pittston  Minerals  Group  Common  Stock
('Minerals  Stock')  will  continue to  be  holders  of such  stock,  which will
continue to  reflect  the  performance  of  the  Pittston  Minerals  Group  (the
'Minerals  Group'). Brink's Stock is intended  to reflect the performance of the
Pittston Brink's Group (the 'Brink's Group') and Burlington Stock is intended to
reflect the  performance  of  the Pittston  Burlington  Group  (the  'Burlington
Group').   This  capital  structure  has   been  reflected  in  these  financial
statements.
 
     The Brink's Group's  financial statements  are prepared  using the  amounts
included   in  the   Company's  consolidated   financial  statements.  Corporate
allocations reflected in  these financial statements  are determined based  upon
methods  which management believes to be  an equitable allocation of such items.
The accounting policies  applicable to  the preparation of  the Brink's  Group's
financial  statements may be modified or rescinded at the sole discretion of the
Company's  Board  of  Directors  (the  'Board')  without  the  approval  of  the
shareholders, although there is no intention to do so.
 
     If  the Brink's  Stock Proposal  is approved,  the Company  will provide to
holders of  Brink's  Stock  separate financial  statements,  financial  reviews,
descriptions of business and other relevant information for the Brink's Group in
addition  to consolidated financial information  of the Company. Notwithstanding
the attribution  of assets  and liabilities  (including contingent  liabilities)
between  the Minerals Group, the Burlington Group  and the Brink's Group for the
purpose of preparing their financial statements, this attribution and the change
in the capital  structure of  the Company  as a result  of the  approval of  the
Brink's  Stock  Proposal,  will  not  result  in  any  transfer  of  assets  and
liabilities of the Company or any of its subsidiaries. Holders of Brink's  Stock
will  be  common  shareholders  of  the  Company,  which  will  continue  to  be
responsible for all its liabilities. Therefore, financial developments affecting
the Minerals Group, the  Burlington Group or the  Brink's Group that affect  the
Company's  financial  condition  could  affect  the  results  of  operations and
financial condition of each of  the Groups. Since financial developments  within
one  group could affect other  groups, all shareholders of  the Company could be
adversely affected by an event  directly impacting only one group.  Accordingly,
the  Company's consolidated financial statements must be read in connection with
the Brink's Group's financial statements.
 
     The following  discussion  is  a  summary of  the  key  factors  management
considers  necessary  in reviewing  the Brink's  Group's results  of operations,
liquidity and capital resources. This  discussion should be read in  conjunction
with the financial statements and related notes of the Company.
 
RESULTS OF OPERATIONS
 
     Net  income for  the Brink's Group  for the  first nine months  of 1995 was
$36.1 million compared  with $28.5  million in the  first nine  months of  1994.
Operating profit totaled $55.1 million in the first nine months of 1995 compared
with  $47.7 million in the  first nine months of  1994. Net income and operating
profit were positively impacted  by improved results from  both the Brink's  and
BHS  businesses. The first nine  months of 1995 was  favorably impacted by lower
nonoperating and net interest expenses compared
 
                                      V-24

with the same period of  the prior year. Revenues for  the first nine months  of
1995 increased $97.5 million or 20% compared with the first nine months of 1994,
of  which  $84.3  million was  from  Brink's  and $13.2  million  was  from BHS.
Operating expenses  and selling,  general and  administrative expenses  for  the
first nine months of 1995 increased $86.7 million or 20% over the same period in
1994, of which $78.5 million was from Brink's and $8.2 million from BHS.
 
     Net  income for the Brink's Group for  1994 was $41.5 million compared with
$31.7 million for  1993. Operating profit  for 1994 was  $67.5 million  compared
with  $56.7  million  in  1993.  Each  of  the  segments  of  the  Brink's Group
contributed to the increase  in operating profit for  the current year  compared
with  the prior  year. Revenues for  1994 increased $86.0  million compared with
1993, of which $65.1 million  was from Brink's and  $20.9 million was from  BHS.
Operating  expenses and  selling, general  and administrative  expenses for 1994
increased $74.2  million, of  which $59.5  million was  from Brink's  and  $14.9
million was from BHS.
 
     In  1993, net  income increased  $7.7 million  to $31.7  million from $24.0
million in 1992. Operating profit for 1993 was $56.7 million compared with $45.8
million in the prior year. Each of the segments in the Brink's Group contributed
to the increase in operating profit for 1993 compared with 1992. Net income  and
operating  profit in 1992 were  positively impacted by a  pension credit of $2.0
million and  $3.3 million,  respectively, relating  to the  amortization of  the
unrecognized  initial net pension asset at the  date of adoption of Statement of
Financial Accounting  Standards No.  87, 'Employers'  Accounting for  Pensions'.
This  credit was recognized over the estimated remaining average service life of
employees since the date of adoption, which expired at the end of 1992. Revenues
for 1993 increased $56.2 million compared with 1992, of which $37.9 million  was
from  Brink's and  $18.3 million was  from BHS. Operating  expenses and selling,
general and administrative expenses for  1993 increased $40.5 million, of  which
$31.7  million was from Brink's,  $8.3 million was from  BHS and $.5 million was
due to an increase in the allocation of corporate expenses.
 
BRINK'S
 
     The following  is a  table of  selected  financial data  for Brink's  on  a
comparative basis:

                                                         NINE MONTHS ENDED
                                                            SEPTEMBER 30            YEARS ENDED DECEMBER 31
                                                        --------------------    --------------------------------
                                                          1995        1994        1994        1993        1992
                                                        --------    --------    --------    --------    --------
                                                                             (IN THOUSANDS)

Revenues.............................................   $480,141    $395,827    $547,046    $481,904    $444,018
Operating expenses...................................    390,328     318,281     438,851     387,751     357,613
Selling, general and administrative..................     60,516      54,022      74,398      66,044      64,454
                                                        --------    --------    --------    --------    --------
Total costs and expenses.............................    450,844     372,303     513,249     453,795     422,067
                                                        --------    --------    --------    --------    --------
Other operating income...............................        585       3,957       5,913       6,899       8,403
                                                        --------    --------    --------    --------    --------
Operating profit.....................................   $ 29,882    $ 27,481    $ 39,710    $ 35,008    $ 30,354
                                                        --------    --------    --------    --------    --------
                                                        --------    --------    --------    --------    --------
Depreciation and amortization........................   $ 16,253    $ 15,206    $ 20,553    $ 20,150    $ 20,531
                                                        --------    --------    --------    --------    --------
                                                        --------    --------    --------    --------    --------
Cash capital expenditures............................   $ 15,710    $ 11,261    $ 22,312    $ 21,150    $ 20,683
                                                        --------    --------    --------    --------    --------
                                                        --------    --------    --------    --------    --------
Revenues:
     North America (United States and Canada)........   $278,084    $247,488    $337,641    $300,728    $271,243
     International subsidiaries......................    202,057     148,339     209,405     181,176     172,775
                                                        --------    --------    --------    --------    --------
Total revenues.......................................   $480,141    $395,827    $547,046    $481,904    $444,018
                                                        --------    --------    --------    --------    --------
                                                        --------    --------    --------    --------    --------
Operating profit:
     North America (United States and Canada)........   $ 20,752    $ 15,603    $ 23,235    $ 20,049    $ 15,800
     International operations........................      9,130      11,878      16,475      14,959      14,554
                                                        --------    --------    --------    --------    --------
Total operating profit...............................   $ 29,882    $ 27,481    $ 39,710    $ 35,008    $ 30,354
                                                        --------    --------    --------    --------    --------
                                                        --------    --------    --------    --------    --------

                                      V-25

     Brink's  operating profit  increased $2.4 million  to $29.9  million in the
first nine months of 1995  from $27.5 million in the  first nine months of  1994
with  an increase in revenues of $84.3  million, partially offset by an increase
in operating expenses and selling, general and administrative expenses  totaling
$78.5 million, and a decrease in other operating income of $3.4 million.
 
     Revenue from North American (United States and Canada) operations increased
12%  to $278.1 million in  the first nine months of  1995 from $247.5 million in
the prior year period. North American operating profit increased $5.2 million to
$20.8 million from $15.6 million. The  increase in operating profit was  largely
attributable  to increases in the armored car  business and, to a lesser extent,
increases  in  the  diamond  and  jewelry  and  coin  and  currency   processing
businesses, partially offset by lower air courier results.
 
     Revenue  from international subsidiaries increased  $53.7 million or 36% to
$202.1 million,  while  operating  profit from  international  subsidiaries  and
minority-owned  affiliates decreased $2.7 million or  23% to $9.1 million in the
first nine months of 1995.  The increase in revenue  is primarily due to  higher
revenues  in  Brazil  as  well  as  the  favorable  impact  of  foreign currency
translation. The  decline  in operating  profit  was primarily  attributable  to
operations  in Mexico.  Brink's share of  its Mexican affiliates'  results was a
$2.2 million loss in the  first nine months of 1995  compared to a $2.5  million
profit  reported in the  same period of  1994, primarily due  to severance costs
related to a downsizing  of the workforce, high  interest rates and the  general
economic  condition in Mexico.  Local management in  Mexico has made substantial
progress  with  a   cost  reduction  program   designed  to  restore   operating
profitability.
 
     Operating profit of Brink's increased $4.7 million to $39.7 million in 1994
from  $35.0 million in 1993. An increase in revenues of $65.1 million was offset
to a large extent  by increases in operating  expenses and selling, general  and
administrative  expenses  of $59.4  million and  a  decrease in  other operating
income of $1.0 million.
 
     The increase in operating profit in 1994 was largely due to North  American
operations.  Revenue from North  American operations increased  $36.9 million or
12% to $337.6  million and  operating profit increased  $3.2 million  or 16%  to
$23.2  million. Air courier, diamond and  jewelry, armored car, automated teller
machine ('ATM') servicing and coin  wrapping operations each contributed to  the
increase  in North American operating profit in 1994, while results for currency
processing operations remained comparable to the prior year.
 
     In 1994, revenue from international subsidiaries increased $28.2 million or
16% to $209.4 million, while operating earnings from international  subsidiaries
and  affiliates increased $1.5 million or 10% to $16.5 million compared to 1993.
The most significant improvements  were recorded by  operations in Brazil  (100%
owned)  and Israel  (70% owned). Improvements  were also recorded  in the United
Kingdom (100%  owned), Colombia  (46%  owned), Hong  Kong  (67% owned)  and  the
Company's international diamond and jewelry operations. Results for Holland (65%
owned),  France (38% owned) and Chile (60%  owned) declined from the prior year.
Brazil's operating  profit for  1994  totaled $3.2  million compared  with  $1.4
million in 1993. Brazil's earnings in 1994 were augmented by the large volume of
one-time  special shipments of the new Brazilian currency and to a lesser extent
from increased volume  due to the  growth of money  in circulation. Results  for
Brazil  in 1994 also included price increases obtained during the year to defray
the substantially higher security costs made necessary by the dramatic  increase
in attacks on the armored car industry in Brazil. Brink's share of the equity in
earnings  from their Mexican affiliate  (20% owned) of $2.8  million in 1994 was
comparable to the 1993 level. These results were impacted by the local  economic
recession,  and costs incurred to streamline the operation, including work force
reductions. Results in Mexico  for 1994 were not  significantly impacted by  the
devaluation of the peso in late December 1994.
 
     In  1993, Brink's operating profit increased  $4.6 million to $35.0 million
from $30.4 million in 1992. Worldwide  operating revenues increased 9% or  $37.9
million to $481.9 million with increased operating expenses and selling, general
and  administrative  expenses of  $31.7  million and  decreased  other operating
income of $1.5 million.
 
     A significant portion of the increase  in revenues and operating profit  in
1993  compared with 1992 was attributable  to North American operations. Revenue
from North American operations increased
 
                                      V-26

$29.5 million  or 11%  to $300.7  million and  operating profit  increased  $4.2
million  or 27% to $20.0 million. Increases in ATM, armored car, air courier and
coin wrapping results were partially offset by a decrease in currency processing
results.
 
     Revenue from international  subsidiaries increased  $8.4 million  or 5%  to
$181.2  million,  while  operating results  for  international  subsidiaries and
affiliates for 1993 remained comparable to 1992 results. Increased earnings from
operations in Brazil were  offset by decreased results  from the U.K.  operation
and  Brink's equity  affiliate in Mexico.  Operations in Brazil  reported a $1.4
million operating profit in 1993 compared  with a $.3 million operating loss  in
1992.  Results  in  the  U.K.  were  affected  by  competitive  price pressures,
recessionary pressures and the cost of a labor settlement. Operations of Brink's
equity affiliate in Mexico were affected by a recessionary economy,  competitive
pressures,  losses from  new business ventures  and severance  costs incurred in
streamlining the work force.
 
BHS
 
     The following  is  a  table  of  selected  financial  data  for  BHS  on  a
comparative basis:

                                                         NINE MONTHS ENDED
                                                            SEPTEMBER 30            YEARS ENDED DECEMBER 31
                                                        --------------------    --------------------------------
                                                          1995        1994        1994        1993        1992
                                                        --------    --------    --------    --------    --------
                                                                         (DOLLARS IN THOUSANDS)

Revenues.............................................   $ 93,823    $ 80,614    $109,947    $ 89,049    $ 70,805
Operating expenses...................................     48,715      43,700      59,334      46,203      40,262
Selling, general and administrative..................     16,406      13,235      18,181      16,446      14,092
                                                        --------    --------    --------    --------    --------
Total costs and expenses.............................     65,121      56,935      77,515      62,649      54,354
                                                        --------    --------    --------    --------    --------
Operating profit.....................................   $ 28,702    $ 23,679    $ 32,432    $ 26,400    $ 16,451
                                                        --------    --------    --------    --------    --------
                                                        --------    --------    --------    --------    --------
Depreciation and amortization........................   $ 15,889    $ 12,747    $ 17,817    $ 14,357    $ 12,248
                                                        --------    --------    --------    --------    --------
                                                        --------    --------    --------    --------    --------
Cash capital expenditures............................   $ 31,023    $ 25,155    $ 34,071    $ 26,409    $ 22,855
                                                        --------    --------    --------    --------    --------
                                                        --------    --------    --------    --------    --------
Annualized service revenues(a).......................   $100,862    $ 82,437    $ 87,167    $ 70,887    $ 56,512
                                                        --------    --------    --------    --------    --------
                                                        --------    --------    --------    --------    --------
Number of subscribers:
     Beginning of period.............................    318,029     259,551     259,551     216,639     180,069
     Installations...................................     58,942      55,864      75,203      59,733      51,309
     Disconnects, net................................    (15,768)    (12,249)    (16,725)    (16,821)    (14,739)
                                                        --------    --------    --------    --------    --------
End of period........................................    361,203     303,166     318,029     259,551     216,639
                                                        --------    --------    --------    --------    --------
                                                        --------    --------    --------    --------    --------

- ------------
 
 (a) Annualized service revenue is 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.
 
                            ------------------------
 
     Revenues for BHS increased $13.2 million to $93.8 million in the first nine
months of 1995 from $80.6 million in the first nine months of 1994. In the first
nine months  of 1995,  operating profit  increased $5  million or  21% to  $28.7
million  from $23.7 million  in the first  nine months of  1994. The increase in
operating  profit  reflected  higher  monitoring  revenues  due  to  an  average
subscriber  base that was approximately 19% higher than the same period in 1994,
slightly offset by higher account servicing and administrative costs.  Operating
profit  as a percentage of revenue increased to 31% for the first nine months of
1995 from 29% in the year earlier period also as a result of the larger  average
subscriber base.
 
     For  the first nine months of 1995,  BHS installed a total of approximately
58,900 new  subscribers.  The  subscriber  base  totaled  approximately  361,200
subscribers  on September 30, 1995,  a 19% increase from  the September 30, 1994
level. As a result, annualized service revenues increased 22% to $100.9  million
as of September 30, 1995.
 
                                      V-27

     Operating  profit of  BHS aggregated  $32.4 million  in 1994  compared with
$26.4 million in 1993 and  $16.5 million in 1992.  The $6.0 million increase  in
operating  profit  in  1994  compared with  1993  reflects  increased monitoring
revenues, partially  offset by  increased  installation expenses  and  increased
overhead  costs. The $9.9 million increase  in operating profit in 1993 compared
with 1992 reflects increased monitoring revenues, partially offset by  increases
in installation expenses and servicing and overhead costs.
 
     The   increased  monitoring  revenue  in  1994   as  in  1993  was  largely
attributable to an  expanding subscriber base.  Although total costs,  including
installation  expenses, increased as a result  of the expanding subscriber base,
such  growth  contributed  to  improved  economies  of  scale  and  other   cost
efficiencies  achieved in servicing BHS's subscribers. At year-end 1994, BHS had
approximately 318,000 subscribers,  47% more than  the year-end 1992  subscriber
base.  New subscribers totaled 75,200  in 1994 and 59,700  in 1993. As a result,
BHS's average  subscriber base  increased by  21% in  1994 and  20% in  1993  as
compared with each prior year.
 
     As  of January 1, 1992,  BHS elected to capitalize  categories of costs not
previously capitalized  for  home  security  installations  to  more  accurately
reflect  subscriber  installation  costs  included  as  capitalized installation
costs, which added $4.1 million  to operating profit in  1994 and 1993 and  $4.3
million  to  operating  profit  in 1992.  The  additional  costs  not previously
capitalized consisted of costs for  installation labor and related benefits  for
supervisory,  installation  scheduling,  equipment  testing  and  other  support
personnel (in the amount of  $2.6 million in 1994 and  1993 and $2.3 million  in
1992) and costs incurred in maintaining facilities and vehicles dedicated to the
installation  process (in the amount  of $1.5 million in  1994 and 1993 and $2.0
million in  1992). The  increase  in the  amount  capitalized, while  adding  to
current  period profitability  comparisons, defers recognition  of expenses over
the estimated  useful  life  of  the  installation.  The  additional  subscriber
installation  costs which are currently capitalized were expensed in prior years
for subscribers  in those  years.  Because capitalized  subscriber  installation
costs  for periods prior to January 1, 1992, were not adjusted for the change in
accounting principle, installation  costs for  subscribers in  those years  will
continue  to be  depreciated based  on the  lesser amounts  capitalized in those
periods. Consequently, depreciation of capitalized subscriber installation costs
in the current year and until such  capitalized costs prior to January 1,  1992,
are fully depreciated will be less than if such prior periods' capitalized costs
had  been adjusted for  the change in accounting.  However, the Company believes
the effect on net  income in 1994,  1993 and in 1992  was immaterial. While  the
amounts of the costs incurred which are capitalized vary based on current market
and   operating  conditions,  the  types  of  such  costs  which  are  currently
capitalized will  not  change. The  change  in  the amount  capitalized  has  no
additional effect on current or future cash flows or liquidity.
 
FOREIGN OPERATIONS
 
     A  portion  of  the  Brink's  Group's  financial  results  is  derived from
activities in several foreign countries, each  with a local currency other  than
the U.S. dollar. Because the financial results of the Brink's Group are reported
in  U.S. dollars, they are  affected by the changes in  the value of the various
foreign  currencies  in  relation  to  the  U.S.  dollar.  The  Brink's  Group's
international  activity is not concentrated in any single currency, which limits
the risks  of  foreign  currency  rate  fluctuation.  In  addition,  these  rate
fluctuations   may  adversely  affect  transactions  which  are  denominated  in
currencies other  than  the functional  currency.  The Brink's  Group  routinely
enters into such transactions in the normal course of its business. Although the
diversity  of  its  foreign operations  limits  the risks  associated  with such
transactions, the Company, on behalf of the Brink's Group, uses foreign currency
forward contracts  to  hedge  the  risk  associated  with  certain  transactions
denominated  in  currencies other  than  the functional  currency.  Realized and
unrealized gains and losses  on these contracts are  deferred and recognized  as
part  of the  specific transaction  hedged. In  addition, cumulative translation
adjustments  relating  to  operations  in  countries  with  highly  inflationary
economies are included in net income, along with all transaction gains or losses
for  the period. A subsidiary  in Brazil operates in  such a highly inflationary
economy.
 
     Additionally, the  Brink's  Group is  subject  to other  risks  customarily
associated   with  doing  business  in  foreign  countries,  including  economic
conditions,   controls    on    repatriation   of    earnings    and    capital,
 
                                      V-28

nationalization,  expropriation and other  forms of restrictive  action by local
governments. The future  effects, if  any, of such  risks on  the Brink's  Group
cannot be predicted.
 
CORPORATE EXPENSES
 
     A  portion of the  Company's corporate general  and administrative expenses
and other shared  services has been  allocated to the  Brink's Group based  upon
utilization  and  other methods  and criteria  which  management believes  to be
equitable and a  reasonable estimate  of the  cost attributable  to the  Brink's
Group.  These allocations were $3.5 million in the first nine months of 1995 and
1994, and $4.7 million, $4.8  million and $4.3 million  in 1994, 1993 and  1992,
respectively.
 
OTHER OPERATING INCOME
 
     Other  operating income decreased $3.4 million  to $.6 million in the first
nine months of 1995 from  $4.0 million in the first  nine months of 1994.  Other
operating  income  decreased $1.0  million  to $5.9  million  in 1994  from $6.9
million in 1993 and decreased  $1.5 million in 1993  from $8.4 million in  1992.
Other  operating  income principally  includes  the equity  earnings  of foreign
affiliates. These  earnings, which  were attributable  to equity  affiliates  of
Brink's,  amounted to $.1 million  and $4.2 million in  the first nine months of
1995 and 1994,  respectively, and $6.0  million, $6.9 million  and $8.1  million
1994, 1993 and 1992, respectively. The decrease in the first nine months of 1995
compared  with the  same period a  year ago  was due in  large part  to the $4.7
million decrease in Brink's share of earnings from its affiliate in Mexico.
 
INTEREST EXPENSE
 
     Interest expense for 1994 decreased $.3  million to $2.4 million from  $2.7
million  and in 1993 interest expense decreased $1.4 million from $4.1 million a
year earlier.
 
OTHER INCOME (EXPENSE), NET
 
     Other net expense improved by $.1 million to a net expense of $2.5  million
in the first nine months of 1995 from a net expense of $2.6 million in the first
nine  months of 1994. In  1994, other net expense decreased  by $.9 million to a
net expense of $3.1 million  in 1994 from $4.0 million  in 1993. In 1993,  other
net  expense improved by $1.6 million from $5.6 million in 1992. Changes for the
comparable periods  were  largely due  to  fluctuations in  foreign  translation
losses.
 
INCOME TAXES
 
     In  1994 the provision for income  taxes approximated the statutory federal
income tax rate of 35%  primarily due to provisions  for state income taxes  and
other  items, offset  by lower taxes  on foreign  income. In 1993  and 1992, the
provision for income taxes exceeded the statutory federal income tax rate of 35%
in 1993 and 34% in 1992 primarily  because of provisions for state income  taxes
and other items.
 
FINANCIAL CONDITION
 
     A  portion  of  the Company's  corporate  assets and  liabilities  has been
attributed to the Brink's  Group based upon utilization  of the shared  services
from which assets and liabilities are generated, which management believes to be
equitable  and a  reasonable estimate  of the  cost attributable  to the Brink's
Group.
 
     Corporate assets  which  were  allocated to  the  Brink's  Group  consisted
primarily  of pension  assets and  deferred income  taxes and  amounted to $41.7
million and $38.1 million at December 31, 1994 and 1993, respectively.
 
                                      V-29

CASH FLOW PROVIDED BY OPERATING ACTIVITIES
 
     Cash provided by operating activities during the first nine months of  1995
totaled  $62.1 million compared with  $51.4 million in the  first nine months of
1994. Increased net  income and noncash  charges were only  partially offset  by
increased requirements for working capital.
 
     Cash  provided  by  operating  activities totaled  $83.5  million  in 1994,
increasing from $65.2 million  in 1993. The net  increase in 1994 compared  with
1993  was largely due to  the increase in net income  for the current year. Cash
generated from operations exceeded cash requirements for investing and financing
activities including $5.7 million loaned to the Minerals Group and, as a result,
cash and cash equivalents increased $3.2 million during 1994 to a year-end total
of $20.2 million.
 
CAPITAL EXPENDITURES
 
     Cash capital expenditures for the first  nine months of 1995 totaled  $46.8
million,  of which $31.0 million was spent by BHS and $15.7 million was spent by
Brink's.  For  the  full  year  1995,  capital  expenditures  are  projected  to
approximate  $70  million. Cash  capital expenditures  totaled $56.4  million in
1994. An additional $16.4  million of expenditures were  made for the year  1994
through  capital and operating  leases. As in  the first nine  months of 1995, a
substantial portion of the  Brink's Group's total  cash capital expenditures  in
1994  was attributable to  BHS customer installations  representing expansion of
the subscriber  base. Of  the total  cash capital  expenditures in  1994,  $34.0
million  or 60%  related to  these costs.  Capital expenditures  made by Brink's
during the first nine months of 1995 as well as for the year 1994 were primarily
for replacement and maintenance of current ongoing business operations.
 
     Cash capital expenditures  for the first  nine months of  1995 and for  the
year  1994  were  funded  by  cash  flow  from  operating  activities,  with any
shortfalls financed through the Company by borrowings under its revolving credit
agreements or short-term borrowing  arrangements, which were thereby  attributed
to the Brink's Group.
 
FINANCING
 
     Gross  capital expenditures in 1995 are currently expected to increase over
1994 levels. The increase is expected to result largely from expenditures at BHS
resulting from continued expansion of the subscriber base. Capital  expenditures
in  1996 are estimated to increase compared  to the 1995 levels to approximately
$90 million. These expenditures will be primarily for BHS customer installations
and, to a  lesser extent, for  maintenance and replacement,  when necessary,  of
current business operations. The Brink's Group intends to fund such expenditures
through  cash flow from operating activities  or through operating leases if the
latter are financially attractive. Any  shortfalls will be financed through  the
Company's  revolving credit  agreements or short-term  borrowing arrangements or
borrowings from the Burlington Group or the Minerals Group.
 
     In March 1994,  the Company entered  into a $350  million credit  agreement
with  a  syndicate  of  banks  (the  'New  Facility'),  replacing  the Company's
previously existing  $250  million  of  revolving  credit  agreements.  The  New
Facility  includes a $100 million term loan,  which matures in May 2000. The New
Facility also permits additional borrowings,  repayments and reborrowings of  up
to an aggregate of $250 million until May 2000. Interest on borrowings under the
New  Facility  is  payable at  rates  based  on prime,  certificate  of deposit,
Eurodollar or money market rates. At  September 30, 1995 and December 31,  1994,
borrowings  of $100 million were outstanding under  the term loan portion of the
New Facility.  Additional  borrowings outstanding  under  the remainder  of  the
facility  totaled  $7.0  million and  $9.4  million  at September  30,  1995 and
December 31,  1994, respectively.  No portion  of the  total amount  outstanding
under  the  New Facility  at  September 30,  1995 or  at  December 31,  1994 was
attributed to the Brink's Group.
 
     Under the terms of some of its debt instruments, the Company has agreed  to
various  restrictions relating  to the payment  of dividends,  the repurchase of
capital stock, the  maintenance of  consolidated net  worth, and  the amount  of
additional  funded debt which may be incurred. Allowable restricted payments for
dividends and stock repurchases aggregated  $225 million at September 30,  1995.
Under  the terms of the New Facility the Company has agreed to maintain at least
$300 million of Consolidated
 
                                      V-30

Net Worth, as defined,  and can incur  additional indebtedness of  approximately
$400 million as of September 30, 1995.
 
DEBT
 
     Total  debt outstanding for the Brink's  Group amounted to $16.3 million at
September 30, 1995 and $17.8 million at year-end 1994. At September 30, 1995 and
December 31, 1994, no portion of such debt was payable to either the  Burlington
Group  or  the  Minerals  Group. During  1994,  cash  generated  from operations
exceeded requirements  for  investing  activities  and as  a  result,  net  debt
repayments totaled $10.1 million.
 
RELATED PARTY TRANSACTIONS
 
     At  September 30,  1995, the  Minerals Group  owed the  Brink's Group $15.6
million, an increase of $9.9 million from the $5.7 million owed at December  31,
1994.
 
     At  September 30,  1995, the  Brink's Group  owed the  Minerals Group $21.0
million for tax benefits, of  which $7.0 million is  expected to be paid  within
one year.
 
CONTINGENT LIABILITIES
 
     Under  the Coal  Industry Retiree Health  Benefit Act of  1992 (the 'Health
Benefit Act'), the Company and its majority-owned subsidiaries at July 20, 1992,
including the Brink's Group are jointly  and severally liable with the  Minerals
Group  and the Burlington Group  for the costs of  health care coverage provided
for by that Act. For a description  of the Health Benefit Act and a  calculation
of  certain of such costs,  see Note 13 to  the Company's consolidated financial
statements. At this  time, the Company  expects the Minerals  Group to  generate
sufficient cash flow to discharge its obligations under the Act.
 
     In  April 1990, the Company entered  into a settlement agreement to resolve
certain environmental  claims  against  the  Company  arising  from  hydrocarbon
contamination  at a petroleum terminal facility ('Tankport') in Jersey City, New
Jersey, which operations were sold in 1983. Under the settlement agreement,  the
Company  is  obligated  to pay  80%  of  the remediation  costs.  Based  on data
available  to  the  Company  and  its  environmental  consultants,  the  Company
estimates  its  portion of  the  cleanup costs  on  an undiscounted  basis using
existing technologies to be between $6.7 million and $14.1 million over a period
of up to five years.  Management is unable to  determine that any amount  within
that range is a better estimate due to a variety of uncertainties, which include
the  extent of  the contamination  at the  site, the  permitted technologies for
remediation and the regulatory standards by which the cleanup will be conducted.
The cleanup estimates have been modified in light of certain regulatory  changes
promulgated in December 1994.

     The  Company commenced insurance coverage litigation in 1990, in the United
States District Court  for the  District of  New Jersey,  seeking a  declaratory
judgment  that  all amounts  payable  by the  Company  pursuant to  the Tankport
obligation were reimbursable under comprehensive general liability and pollution
liability policies maintained by the Company. In August 1995 the District  Court
ruled on various Motions for Summary Judgement. In its decision, the Court found
favorably  for  the Company  on several  matters  relating to  the comprehensive
general liability policies but concluded  that the pollution liability  policies
did  not contain pollution coverage for the  types of claims associated with the
Tankport site. Management  and its  outside legal counsel  continue to  believe,
however,  that  recovery of  a  substantial portion  of  the cleanup  costs will
ultimately be probable of realization.  Accordingly, management is revising  its
earlier  belief that there is no net  liability for the Tankport obligation, and
it is the Company's belief that,  based on estimates of potential liability  and
probable  realization of insurance  recoveries, the Company  would be liable for
approximately  $1.4  million   based  on  the   Court's  decision  and   related
developments of New Jersey law.

                                      V-31

DIVIDENDS
 
     The  Board intends to declare  and pay dividends on  Brink's Stock based on
the earnings, financial condition,  cash flow and  business requirements of  the
Brink's  Group. Since the Company remains subject to Virginia law limitations on
dividends and  to dividend  restrictions  in its  public  debt and  bank  credit
agreements,  losses by the  Minerals Group or the  Burlington Group could affect
the Company's  ability to  pay dividends  in respect  of stock  relating to  the
Brink's Group.
 
     In  January 1994, the Company  issued 161,000 shares or  $80.5 million of a
new series of convertible  preferred stock, which  is convertible into  Minerals
Stock,  to finance a  portion of a  coal acquisition. While  the issuance of the
preferred stock had no effect on the capitalization of the Brink's Group, annual
cumulative dividends  of $31.25  per share  of convertible  preferred stock  are
payable  quarterly, in cash, out  of all funds of  the Company legally available
therefore, when, as and if declared by the Board, which commenced March 1, 1994.
Such stock also bears a liquidation preference of $500 per share plus an  amount
equal to accrued and unpaid dividends thereon.
 
PENDING ACCOUNTING CHANGE
 
     The  Brink's Group is  required to implement a  new accounting standard for
long-lived assets --  Statement of Financial  Accounting Standards ('SFAS')  No.
121  -- in 1996. SFAS No. 121  requires companies to utilize a two-step approach
to determining whether impairment of long-lived assets has occurred and, if  so,
the  amount of  such impairment.  The Brink's Group  has not  yet determined the
effect of adopting SFAS No. 121.
 
                                      V-32

                                                                        ANNEX VI
 
                           PITTSTON BURLINGTON GROUP
 
DESCRIPTION OF BUSINESS
 
     Pittston  Burlington  Group (the  'Burlington Group')  consists of  the air
freight and  logistics  management  services  of  Burlington  Air  Express  Inc.
('Burlington'), a wholly owned subsidiary of The Pittston Company ('Pittston' or
the  'Company'). Activities relating to the air freight and logistics management
services business are carried on by Burlington. The information set forth herein
is as of September 30, 1995 except  where an earlier or later date is  expressly
stated.
 
                                   BURLINGTON
 
GENERAL
 
     Burlington   is  primarily   engaged  in   North  American   overnight  and
international time definite air and  sea transportation, freight forwarding  and
logistics management services and international customs brokerage. In conducting
its  forwarding  business, Burlington  generally  picks up  or  receives freight
shipments from its customers, consolidates the freight of various customers into
shipments for  common  destinations,  arranges for  the  transportation  of  the
consolidated  freight to such destinations (using either commercial carriers or,
in the case of  most of its  domestic and Canadian  shipments, its own  aircraft
fleet  and  hub  sorting facility)  and,  at the  destinations,  distributes the
consolidated shipments  and effects  delivery  to consignees.  In  international
shipments,  Burlington also frequently  acts as customs  broker facilitating the
clearance of goods through customs at international points of entry.  Burlington
provides transportation customers with logistics services and operates warehouse
and distribution facilities in several countries.
 
     Burlington  specializes in highly customized  global freight forwarding and
logistics services. It has concentrated  on providing service to customers  with
significant  logistics needs, such as  manufacturers of computer and electronics
equipment. Burlington  offers its  customers a  variety of  service and  pricing
alternatives  for  their shipments,  such  as overnight  delivery  or second-day
delivery in North America. Worldwide, a variety of ancillary services, such  as,
shipment  tracking, inventory control and  management reports are also provided.
Internationally, Burlington offers  a similar  variety of  services with  ocean,
door-to-door delivery and standard and expedited air freight services.
 
     Burlington  provides air freight service to  all major United States cities
as well  as  most foreign  countries  through its  network  of  company-operated
stations  and agent locations in 117  countries. Burlington markets its services
primarily through  its  direct sales  force  and also  employs  other  marketing
methods, including print media advertising and direct mail campaigns. The pickup
and delivery of freight are accomplished principally by independent contractors.
 
     Burlington's  computer system,  ARGUS+'c', is  a satellite-based, worldwide
communications system which, among  other things, provides continuous  worldwide
tracking  and tracing of  shipments and various  data for management information
reports, enabling customers to improve efficiency and control costs.  Burlington
also  utilizes  an image  processing system  to  centralize airbill  and related
document storage  in  Burlington's  computer  for  automated  retrieval  by  any
Burlington  office.  Burlington  is  in the  process  of  developing  a positive
tracking system that will utilize bar code technology and hand-held scanners.
 
     Burlington's air  freight  business  has  tended to  be  seasonal,  with  a
significantly  higher volume  of shipments  generally experienced  during March,
June and the period August through November than during the other periods of the
year. The  lowest volume  of shipments  has generally  occurred in  January  and
February.
 
                                      VI-1

AIRCRAFT OPERATIONS
 
     Burlington  utilizes  a fleet  of  34 leased  aircraft  providing regularly
scheduled service  throughout  the United  States  and certain  destinations  in
Canada  from its freight sorting hub in Toledo, Ohio. Burlington's fleet is also
used for charters and  to serve other international  markets from time to  time.
The fleet and hub are primarily dedicated to providing reliable next-day service
for domestic and Canadian air cargo customers. At September 30, 1995, Burlington
utilized  15 DC8's (including  ten DC8-71 aircraft) and  two B727's under leases
for terms expiring between  1995 and 1999.  Seventeen additional cargo  aircraft
including two DC8-71 and six B727-200 aircraft were under lease at September 30,
1995,  for terms  of less  than two  years. Based  on the  current state  of the
aircraft leasing market,  Burlington believes that  it should be  able to  renew
these  leases or enter into  new leases on terms  reasonably comparable to those
currently in  effect. Pittston  has  guaranteed Burlington's  obligations  under
certain  of these leases covering six aircraft. The actual operation and routine
maintenance of the aircraft leased by Burlington is contracted out, normally for
two- to three-year terms, to  federally certificated operators which supply  the
pilots and other flight services.
 
     The  nightly  lift  capacity  in  operation  at  September  30,  1995,  was
approximately 2.4 million pounds,  calculated on an  average freight density  of
7.5  pounds per cubic foot. Burlington's  nightly lift capacity varies depending
upon the number  and type  of planes operated  by Burlington  at any  particular
time.  Including trucking capacity available  to Burlington, the aggregate cargo
capacity through the hub  at September 30, 1995,  was approximately 3.3  million
pounds.
 
     Under  its aircraft leases, Burlington is generally responsible for all the
costs  of  operating  and  maintaining  the  aircraft,  including  any   special
maintenance   or  modifications  which  may  be  required  by  Federal  Aviation
Administration ('FAA') regulations or orders. See 'Government Regulation' below.
In 1994, Burlington spent approximately $15 million on routine heavy maintenance
of its aircraft fleet. Burlington has made provision in its financial statements
for the expected costs associated with aircraft operations and maintenance which
it believes to be adequate; however, unanticipated maintenance costs or required
aircraft modifications could adversely affect Burlington's profitability.
 
     The average airframe  age of the  fleet leased by  Burlington under  leases
with  terms longer than two years is  28 years, although factors other than age,
such as cycles (i.e., numbers of  takeoffs and landings) can have a  significant
impact  on an aircraft's serviceability. Generally,  cargo aircraft tend to have
fewer cycles than passenger aircraft  over comparable time periods because  they
have fewer flights per day and longer flight segments.
 
     Fuel  costs  are a  significant  element of  the  total costs  of operating
Burlington's aircraft fleet. For each one  cent per gallon increase or  decrease
in  the price of jet fuel, Burlington's  airline operating costs may increase or
decrease approximately  $60,000 per  month. In  order to  protect against  price
increases  in jet  fuel, from  time to time  Burlington enters  into hedging and
other agreements, including swap contracts and options.
 
     Fuel prices are subject to the world, as well as local, market  conditions.
It is not possible to predict the impact of future conditions on fuel prices and
fuel  availability.  Competition  in the  airfreight  industry is  such  that no
assurance can be given that any future increases in fuel costs (including  taxes
relating thereto) will be recoverable in whole or in part from customers.
 
     Burlington  has  a lease  expiring in  October  2013 with  the Toledo-Lucas
County Port Authority covering  its freight sorting  hub and related  facilities
(the  'Hub') at  Toledo Express  Airport in  Ohio. The  Hub consists  of various
facilities, including a technologically advanced material handling system  which
is capable of sorting approximately one million pounds of freight per hour.
 
CUSTOMERS
 
     Burlington's  domestic  and  foreign customer  base  includes  thousands of
industrial and commercial shippers, both large and small. Burlington's  customer
base includes major companies in the automotive, computer, electronics, fashion,
pharmaceutical  and other industries where rapid delivery of high-value products
is required. In 1994,  Burlington's largest single  customer accounted for  less
than  3% of  its total worldwide  revenues. Burlington does  not have long-term,
noncancellable contracts with any of its customers.
 
                                      VI-2

COMPETITION
 
     The air and sea freight forwarding  and logistics industry has been and  is
expected to remain highly competitive. The principal competitive factors in both
domestic   and  international  markets   are  price,  the   ability  to  provide
consistently fast and reliable delivery of shipments and the ability to  provide
ancillary  services  such as  warehousing,  distribution, shipment  tracking and
sophisticated  information  systems  and  reports.  There  is  aggressive  price
competition in the domestic air freight market, particularly for the business of
high  volume  shippers. Burlington  competes with  other integrated  air freight
companies that  operate  their  own  aircraft,  as  well  as  with  air  freight
forwarders,   express   delivery   services,   passenger   airlines   and  other
transportation companies. Domestically,  Burlington also  competes with  package
delivery   services  provided  by  ground  transportation  companies,  including
trucking firms and surface freight forwarders, which offer specialized overnight
services within limited geographical areas. As a freight forwarder to, from  and
within  international markets, Burlington also competes with government-owned or
subsidized  passenger  airlines  and  ocean  shipping  companies.  In  logistics
services, Burlington competes with many third party logistics providers.
 
GOVERNMENT REGULATION
 
     The  air transportation industry is subject to Federal regulation under the
Federal Aviation Act  of 1958,  as amended, and  pursuant to  that statute,  the
Department  of  Transportation ('DOT')  may  exercise regulatory  authority over
Burlington.  Although  Burlington  itself  is  exempt  from  most  DOT  economic
regulations  because  it  is an  air  freight  forwarder, the  operation  of its
aircraft is subject directly or  indirectly to FAA airworthiness directives  and
other  safety  regulations and  its Toledo,  Ohio,  hub operations  are directly
affected by the FAA.
 
     Federal  statutes  authorize   the  FAA,   with  the   assistance  of   the
Environmental  Protection Agency ('EPA'), to establish aircraft noise standards.
Under the National Emissions Standards Act of 1967, as amended by the Clean  Air
Act  Amendments of  1970, and the  Airport Noise  and Capacity Act  of 1990 (the
'Noise Act'), the administrator  of the EPA is  authorized to issue  regulations
setting  forth standards for aircraft emissions. Although the Federal government
generally regulates aircraft noise, local  airport operators may, under  certain
circumstances,   regulate   airport   operations   based   on   aircraft   noise
considerations. If airport  operators were  to restrict  arrivals or  departures
during  certain nighttime  hours to  reduce or  eliminate air  traffic noise for
surrounding home areas at airports  where Burlington's activities are  centered,
Burlington would be required to serve those airports with Stage III equipment.
 
     The  Noise Act  requires that aircraft  not complying with  Stage III noise
limits be phased out by December  31, 1999. The Secretary of Transportation  may
grant  a waiver if it is in the public  interest and if the carrier has at least
85% of its aircraft in compliance with  Stage III noise levels by July 1,  1999,
and  has a plan  with firm orders to  make all of its  aircraft comply with such
noise levels  not  later  than December  31,  2003.  No waiver  may  permit  the
operation of Stage II aircraft in the United States after December 31, 2003.
 
     The  Noise Act requires  the FAA to promulgate  regulations setting forth a
schedule for the  gradual phase-out of  Stage II aircraft.  The FAA has  adopted
rules  requiring  each 'U.S.  operator' to  reduce  the number  of its  Stage II
aircraft by 25% by the end of 1994, by 50% by the end of 1996, and by 75% by the
end of 1998.
 
     The Noise Act imposes  certain conditions and  limitations on an  airport's
right  to impose  new noise  or access  restrictions on  Stage II  and Stage III
aircraft but  exempts  present  and  certain  proposed  regulations  from  those
requirements.
 
     Twelve  of the  17 aircraft  in Burlington's  fleet held  under longer term
leases  now  comply  with  the  Stage  III  limits.  Through  1999,   Burlington
anticipates either modifying or hush-kitting two DC8-63 aircraft which currently
do  not comply with  Stage III limits,  leasing additional aircraft  that do not
meet Stage III  limits and hush-kitting  such planes as  required, or  acquiring
aircraft  that meet Stage III noise standards. Burlington projects that the cost
of modifying or hush-kitting the  remaining aircraft with remaining lease  terms
of  more than two years in its fleet  would range from $5 million to $10 million
in the aggregate. In the event that additional expenditures would be required or
costs were to be incurred  at a rate faster  than expected, Burlington could  be
adversely affected. Ten of the DC8 cargo aircraft
 
                                      VI-3

leased  by Burlington have been re-engined  with CFM 56-2C1 engines which comply
with Stage III noise standards.
 
     Ground transportation  and logistics  services provided  by Burlington  are
generally   exempt  from  regulation  by  the  Interstate  Commerce  Commission.
Burlington, however, is subject to various other requirements and regulations in
connection with the operation  of its motor  vehicles, including certain  safety
regulations promulgated by DOT and state agencies.
 
INTERNATIONAL OPERATIONS
 
     Burlington's  international operations  accounted for  approximately 53% of
its revenues in 1994. Included in international operations are export  shipments
from the United States.
 
     Burlington  is continuing  to develop import/export  and logistics business
between shippers  and consignees  in  countries other  than the  United  States.
Burlington  currently serves most foreign countries,  117 of which are served by
Burlington's  network  of   company-operated  stations   and  agent   locations.
Burlington  has  agents and  sales representatives  in many  overseas locations,
although  such  agents  and  representatives  are  not  subject  to   long-term,
noncancellable contracts.
 
     A  significant portion  of Burlington's  financial results  is derived from
activities in several foreign countries, each  with a local currency other  than
the  U.S. dollar.  Because the financial  results of Burlington  are reported in
U.S. dollars, they  are affected  by the  changes in  the value  of the  various
foreign  currencies in relation  to the U.S.  dollar. Burlington's international
activity is not concentrated in any  single currency, which limits the risks  of
foreign  rate fluctuation. In  addition, foreign currency  rate fluctuations may
adversely affect transactions which are denominated in currencies other than the
functional currency. Burlington routinely enters  into such transactions in  the
normal  course of its business. Although the diversity of its foreign operations
limits the  risks associated  with such  transactions, Burlington  uses  foreign
exchange   forward  contracts  to   hedge  the  risk   associated  with  certain
transactions denominated in  currencies other than  the functional currency.  In
addition,  Burlington  is  subject  to  the  risks  customarily  attendant  upon
operations owned  by United  States companies  in countries  outside the  United
States,  including  local  economic  conditions,  controls  on  repatriation  of
earnings  and  capital,  nationalization,  expropriation  and  other  forms   of
restrictive  action by  local governments. The  future effects of  such risks on
Burlington cannot be predicted.
 
EMPLOYEE RELATIONS
 
     Burlington  and  its  subsidiaries   have  approximately  6,500   employees
worldwide, of whom about 1,500 are classified as part-time. Approximately 175 of
these  employees (principally customer service, clerical and/or dock workers) in
Burlington's stations  at  John F.  Kennedy  Airport, New  York;  Secaucus,  New
Jersey;  Minneapolis, Minnesota;  and Toronto,  Canada are  represented by labor
unions, which in most cases are affiliated with the International Brotherhood of
Teamsters. The collective bargaining  agreements covering such employees  expire
at  various times in 1995 and 1996. Burlington has not experienced any strike or
work stoppage in 1995 to date and considers its employee relations satisfactory.
 
     Substantially all  of  Burlington's  cartage operations  are  conducted  by
independent  contractors, and the flight crews for its aircraft are employees of
the independent airline companies which operate such aircraft.
 
PROPERTIES
 
     Burlington operates 258 (113 domestic and 145 international) stations  with
Burlington  personnel,  and  has  agency agreements  at  an  additional  230 (57
domestic and  173  international)  stations. These  stations  are  located  near
primary  shipping  areas,  generally at  or  near  airports. Burlington-operated
stations, which generally include office  space and warehousing facilities,  are
located in 47 states and Puerto Rico. Burlington-operated facilities are located
in  26  countries. Most  stations  serve not  only the  city  in which  they are
located, but  also  nearby  cities and  towns.  Nearly  all  Burlington-operated
stations  are held under lease.  The Hub in Toledo, Ohio,  is held under a lease
expiring in 2013, with rights of
 
                                      VI-4

renewal for three five-year periods.  Other facilities, including the  corporate
headquarters in Irvine, California, are held under leases having terms of one to
ten years.
 
     Burlington  owns or  leases, in  the United States  and Canada,  a fleet of
approximately 230 automobiles as well as 166 vans and trucks utilized in station
work  or  for  hauling  freight  between  airport  facilities  and  Burlington's
stations.
 
                     THE PITTSTON COMPANY AND SUBSIDIARIES
                      MATTERS RELATED TO FORMER OPERATIONS
 
     In  April 1990, the Company entered  into a settlement agreement to resolve
certain environmental  claims  against  the  Company  arising  from  hydrocarbon
contamination  at a petroleum terminal facility ('Tankport') in Jersey City, New
Jersey, which operations were sold in  1983. Under the settlement agreement  the
Company  is obligated  to pay for  80% of  the remediation costs.  Based on data
available  to  the  Company  and  its  environmental  consultants,  the  Company
estimates  its portion of  the clean up  costs, on an  undiscounted basis, using
existing technologies to be between $6.7 million and $14.1 million over a period
of up to five years.  Management is unable to  determine that any amount  within
that range is a better estimate due to a variety of uncertainties, which include
the  extent of  the contamination  at the  site, the  permitted technologies for
remediation and  the  regulatory  standards  by  which  the  clean  up  will  be
conducted.  The  clean  up estimates  have  been  modified in  light  of certain
regulatory changes promulgated in December 1994.

     The Company commenced insurance coverage litigation in 1990, in the  United
States  District Court  for the  District of  New Jersey,  seeking a declaratory
judgement that  all amounts  payable by  the Company  pursuant to  the  Tankport
obligation were reimbursable under comprehensive general liability and pollution
liability  policies maintained by the Company. In August 1995 the District Court
ruled on various Motions for Summary Judgement. In its decision, the Court found
favorably for  the Company  on  several matters  relating to  the  comprehensive
general  liability policies but concluded  that the pollution liability policies
did not contain pollution coverage for  the types of claims associated with  the
Tankport  site. Management  and its outside  legal counsel  continue to believe,
however, that  recovery of  a  substantial portion  of  the cleanup  costs  will
ultimately  be probable of realization.  Accordingly, management is revising its
earlier belief that there is no  net liability for the Tankport obligation,  and
it  is the Company's belief that, based  on estimates of potential liability and
probable realization of insurance  recoveries, the Company  would be liable  for
approximately   $1.4  million  based   on  the  Court's   decision  and  related
developments of New Jersey law.

                                      VI-5

- --------------------------------------------------------------------------------
                                                                   ANNEX VII
 
                           PITTSTON BURLINGTON GROUP
                             Financial Information

                                                                       ANNEX VII
 
                           PITTSTON BURLINGTON GROUP
                         INDEX TO FINANCIAL INFORMATION
 
     If  the  Brink's  Stock Proposal  is  approved, The  Pittston  Company (the
'Company')  will  provide  to  holders  of  Pittston  Burlington  Common   Stock
('Burlington   Stock')   separate   financial   statements,   financial  review,
descriptions of  business  and  other  relevant  information  for  the  Pittston
Burlington  Group (the  'Burlington Group'). Notwithstanding  the attribution of
assets and  liabilities (including  contingent liabilities)  among the  Pittston
Minerals  Group (the 'Minerals Group'), the Pittston Brink's Group (the 'Brink's
Group') and the Burlington Group for  the purpose of preparing their  respective
historical  and future financial statements, this  attribution and the change in
the capital structure of the Company contemplated by the Brink's Stock  Proposal
will  not  affect  legal  title  to  such  assets  or  responsibility  for  such
liabilities for the Company  or any of its  subsidiaries. Holders of  Burlington
Stock  will be  common shareholders  of the Company,  which will  continue to be
responsible for all of its liabilities. Financial impacts arising from one group
that affect  the  Company's financial  condition  could affect  the  results  of
operations  and  financial condition  of each  of  the groups.  Accordingly, the
Company's consolidated financial statements must be read in connection with  the
Burlington Group's financial statements.
 
     Under  the  Brink's Stock  Proposal,  dividends to  be  paid to  holders of
Burlington Stock will be limited to  funds of the Company legally available  for
the payment of dividends. Amounts available for dividends may be further limited
by covenants in the Company's public debt indentures and bank credit agreements.
See  the Company's consolidated  financial statements and  related footnotes set
forth in  Annex  IX.  Subject  to these  limitations,  the  Company's  Board  of
Directors  (the 'Board'), although there is no  requirement to do so, intends to
declare and  pay  dividends on  the  Burlington  Stock based  primarily  on  the
earnings,  financial  condition,  cash  flow and  business  requirements  of the
Burlington Group.
 
     The accounting  policies applicable  to the  preparation of  the  financial
statements  of the  Burlington Group  may be modified  or rescinded  at the sole
discretion of the Board without approval  of shareholders, although there is  no
intention to do so.

                                                                                                            PAGE
                                                                                                           ------

Financial Statements:
     Independent Auditors' Report.......................................................................    VII-2
     Balance Sheets.....................................................................................    VII-3
     Statements of Operations...........................................................................    VII-4
     Statements of Cash Flows...........................................................................    VII-5
     Notes to Financial Statements......................................................................    VII-6
     Management's Discussion and Analysis of Results of Operations and Financial Condition..............   VII-23

                                     VII-1

                           PITTSTON BURLINGTON GROUP
                          INDEPENDENT AUDITORS' REPORT
 
The Board of Directors and Shareholders
THE PITTSTON COMPANY
 
     We  have  audited the  accompanying balance  sheets of  Pittston Burlington
Group (as described in Note 1) as of December 31, 1994 and 1993, and the related
statements of operations and cash flows for each of the years in the  three-year
period   ended   December  31,   1994.  These   financial  statements   are  the
responsibility of The  Pittston Company's management.  Our responsibility is  to
express an opinion on these financial statements based on our audits.
 
     We  conducted  our audits  in accordance  with generally  accepted auditing
standards. Those standards require that we plan and perform the audit to  obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also  includes
assessing  the  accounting principles  used  and significant  estimates  made by
management, as well as evaluating the overall financial statement  presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
     In  our  opinion, the  financial  statements of  Pittston  Burlington Group
present fairly, in  all material  respects, the financial  position of  Pittston
Burlington  Group  as of  December 31,  1994 and  1993, and  the results  of its
operations and its cash  flows for each  of the years  in the three-year  period
ended  December  31,  1994,  in conformity  with  generally  accepted accounting
principles.
 
     As more fully  discussed in Note  1, the financial  statements of  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
 
September 29, 1995
 
                                     VII-2

                           PITTSTON BURLINGTON GROUP
                                 BALANCE SHEETS

                                                                                                 DECEMBER 31
                                                                             SEPTEMBER 30    --------------------
                                                                                 1995          1994        1993
                                                                             ------------    --------    --------
                                                                             (UNAUDITED)
                                                                                    (DOLLARS IN THOUSANDS)

                                  ASSETS
Current assets:
Cash and cash equivalents.................................................     $ 17,754      $ 18,384    $ 13,255
Accounts receivable:
     Trade................................................................      220,522       180,024     139,622
     Other................................................................       14,492         8,791       6,637
                                                                               --------      --------    --------
                                                                                235,014       188,815     146,259
     Less estimated amount uncollectible..................................       10,781        10,475       9,949
                                                                               --------      --------    --------
                                                                                224,233       178,340     136,310
Receivable -- Pittston Minerals Group (Note 2)............................       24,719        31,465       --
Inventories...............................................................        1,823         2,035       1,793
Prepaid expenses..........................................................       14,362         9,290      12,912
Deferred income taxes (Note 7)............................................       10,837        11,655      11,473
                                                                               --------      --------    --------
Total current assets......................................................      293,728       251,169     175,743
Property, plant and equipment, at cost (Note 4)...........................      120,725        95,053      79,457
     Less accumulated depreciation and amortization.......................       54,639        50,611      48,357
                                                                               --------      --------    --------
                                                                                 66,086        44,442      31,100
Intangibles, net of amortization (Notes 5 and 10).........................      181,958       180,686     186,332
Deferred pension assets (Note 12).........................................       10,565        10,655      10,667
Deferred income taxes (Note 7)............................................       12,640         9,050       3,488
Other assets..............................................................       17,349        25,514      24,906
                                                                               --------      --------    --------
Total assets..............................................................     $582,326      $521,516    $432,236
                                                                               --------      --------    --------
                                                                               --------      --------    --------
                   LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Short-term borrowings.....................................................     $ 23,612      $  8,779    $  3,611
Current maturities of long-term debt (Note 8).............................        2,057           938         568
Accounts payable..........................................................      160,651       149,290     107,982
Payable -- Pittston Minerals Group (Note 2)...............................       --             --         17,098
Accrued liabilities:
     Taxes................................................................        9,113        10,389       9,875
     Workers' compensation and other claims...............................        3,465         4,185       4,076
     Miscellaneous........................................................       53,909        44,944      29,131
                                                                               --------      --------    --------
                                                                                 66,487        59,518      43,082
                                                                               --------      --------    --------
Total current liabilities.................................................      252,807       218,525     172,341
Long-term debt, less current maturities (Note 8)..........................       50,733        41,906      45,460
Postretirement benefits other than pensions (Note 12).....................        2,622         2,481       1,573
Deferred income taxes (Note 7)............................................        1,642         1,572       1,174
Payable -- Pittston Minerals Group (Note 2)...............................        5,236        10,436       4,488
Other liabilities.........................................................        7,505         5,716       4,050
Commitments and contingent liabilities (Notes 8, 11, and 14)
Shareholder's equity (Note 3).............................................      261,781       240,880     203,150
                                                                               --------      --------    --------
Total liabilities and shareholder's equity................................     $582,326      $521,516    $432,236
                                                                               --------      --------    --------
                                                                               --------      --------    --------

                See accompanying notes to financial statements.
 
                                     VII-3

                           PITTSTON BURLINGTON GROUP
                            STATEMENTS OF OPERATIONS

                                                      NINE MONTHS ENDED
                                                         SEPTEMBER 30               YEAR ENDED DECEMBER 31
                                                    ----------------------    ----------------------------------
                                                       1995         1994         1994         1993        1992
                                                    ----------    --------    ----------    --------    --------
                                                         (UNAUDITED)
                                                              (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Operating revenue................................   $1,031,687    $875,675    $1,215,284    $998,079    $900,347
                                                    ----------    --------    ----------    --------    --------
Costs and expenses:
     Operating expenses..........................      907,696     749,857     1,043,895     865,587     789,354
     Selling, general and administrative
       expenses..................................       89,444      79,437       110,036     102,089     102,091
     Pension credit (Note 12)....................       --           --           --           --           (790)
                                                    ----------    --------    ----------    --------    --------
          Total costs and expenses...............      997,140     829,294     1,153,931     967,676     890,655
                                                    ----------    --------    ----------    --------    --------
Other operating income...........................        1,833       2,157         3,206       2,811       1,938
                                                    ----------    --------    ----------    --------    --------
Operating profit.................................       36,380      48,538        64,559      33,214      11,630
Interest income..................................        3,014       1,125         2,127         901         788
Interest expense (Note 2)........................       (3,461)     (2,938)       (3,847)     (6,103)     (3,479)
Other income (expense), net......................         (862)     (1,535)       (1,629)        (97)       (359)
                                                    ----------    --------    ----------    --------    --------
Income before income taxes.......................       35,071      45,190        61,210      27,915       8,580
Provision for income taxes (Note 7)..............       12,489      16,904        22,854      12,439       5,256
                                                    ----------    --------    ----------    --------    --------
          Net income.............................   $   22,582    $ 28,286    $   38,356    $ 15,476    $  3,324
                                                    ----------    --------    ----------    --------    --------
                                                    ----------    --------    ----------    --------    --------
Proforma Financial Information (unaudited) (Note
  1):
Net income per common share......................   $     1.19    $   1.50    $     2.03    $    .84    $    .18
                                                    ----------    --------    ----------    --------    --------
                                                    ----------    --------    ----------    --------    --------
Average common shares outstanding................       18,957      18,879        18,892      18,454      18,541

                See accompanying notes to financial statements.
 
                                     VII-4

                           PITTSTON BURLINGTON GROUP
                            STATEMENTS OF CASH FLOWS

                                                                        NINE MONTHS ENDED
                                                                           SEPTEMBER 30           YEAR ENDED DECEMBER 31
                                                                       --------------------   ------------------------------
                                                                         1995        1994       1994       1993       1992
                                                                       --------    --------   --------   --------   --------
                                                                           (UNAUDITED)    (IN THOUSANDS)
                                                                                                     
Cash flows from operating activities:
Net income..........................................................   $ 22,582    $ 28,286   $ 38,356   $ 15,476   $  3,324
Adjustments to reconcile net income to net cash provided by
  operating activities:
    Noncash charges and other write-offs............................      --            306        306      --            16
    Depreciation and amortization...................................     14,744      12,830     17,319     15,378     14,484
    Provision for aircraft heavy maintenance........................     19,226      19,585     26,598     20,962     25,819
    Provision (credit) for deferred income taxes....................     (2,767)     (1,747)    (5,256)    (1,337)    (2,198)
    Provision (credit) for pensions, noncurrent.....................        195         152        203        290       (440)
    Provision for uncollectible accounts receivable.................      1,654       2,141      3,054      2,949      2,016
    Equity in earnings of unconsolidated affiliates, net of
      dividends received............................................       (141)        (89)      (118)      (115)     --
    Loss (gain) on sale of property, plant and equipment............        200          20         39       (234)        66
    Other operating, net............................................        514         259        343        278        237
    Change in operating assets and liabilities, net of effects of
      acquisitions and dispositions:
        Increase in accounts receivable.............................    (47,547)    (32,352)   (45,084)    (9,986)   (20,021)
        (Increase) decrease in inventories..........................        212        (231)      (242)      (361)       299
        (Increase) decrease in prepaid expenses.....................     (4,977)         65      1,575     (2,610)       692
        Increase in accounts payable and accrued liabilities........      9,105      45,791     64,615     10,104     13,178
        Decrease (increase) in other assets.........................       (439)         93        272     (4,921)       558
        Increase (decrease) in other liabilities....................      1,581         954      1,000        (75)       202
        Other, net..................................................       (905)        807        860       (515)    (1,544)
                                                                       --------    --------   --------   --------   --------
            Net cash provided by operating activities...............     13,237      76,870    103,840     45,283     36,688
                                                                       --------    --------   --------   --------   --------
Cash flows from investing activities:
Additions to property, plant and equipment..........................    (19,900)    (17,204)   (24,005)   (28,362)    (6,691)
Proceeds from disposal of property, plant and equipment.............        169       1,160      1,467        972        592
Aircraft heavy maintenance expenditures.............................    (11,406)     (9,732)   (15,333)   (19,148)   (17,870)
Acquisitions, net of cash acquired, and related contingency
  payments..........................................................     (1,693)        (63)    (5,938)      (736)      (333)
Other, net..........................................................      2,922       3,017      3,775        (23)       896
                                                                       --------    --------   --------   --------   --------
            Net cash used by investing activities...................    (29,908)    (22,822)   (40,034)   (47,297)   (23,406)
                                                                       --------    --------   --------   --------   --------
Cash flows from financing activities:
Additions to debt...................................................     16,482      30,113     31,790      --        27,560
Reductions of debt..................................................       (558)    (30,339)   (30,482)   (23,894)      (734)
Payments from (to) -- Minerals Group................................      3,746     (36,630)   (55,731)    13,266      --
Attributed equity transactions:
    Repurchase of common stock......................................     (1,134)     (1,130)    (2,042)      (304)    (3,582)
    Proceeds from exercise of stock options.........................        578       1,732      1,837      4,001        405
    Proceeds from employee stock purchase plan......................        195       --         --         --         --
    Proceeds from sale of stock to Savings Investment Plan..........      --          --         --            73      --
    Proceeds from sale of stock to Minerals Group...................      --            106        106         42      --
    Dividends paid..................................................     (3,268)     (3,112)    (4,154)    (3,880)    (3,088)
    Cost of Services Stock Proposal.................................      --             (1)        (1)      (782)     --
            Net cash from (to) the Company..........................      --          --         --         6,937    (35,524)
                                                                       --------    --------   --------   --------   --------
Net cash provided (used) by financing activities....................     16,041     (39,261)   (58,677)    (4,541)   (14,963)
                                                                       --------    --------   --------   --------   --------
Net increase (decrease) in cash and cash equivalents................       (630)     14,787      5,129     (6,555)    (1,681)
Cash and cash equivalents at beginning of period....................     18,384      13,255     13,255     19,810     21,491
                                                                       --------    --------   --------   --------   --------
Cash and cash equivalents at end of period..........................   $ 17,754    $ 28,042   $ 18,384   $ 13,255   $ 19,810
                                                                       --------    --------   --------   --------   --------
                                                                       --------    --------   --------   --------   --------

 
                See accompanying notes to financial statements.
 
                                     VII-5

                           PITTSTON BURLINGTON GROUP
                         NOTES TO FINANCIAL STATEMENTS
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
BASIS OF PRESENTATION
 
     Upon approval  of  the  Brink's  Stock Proposal  (see  'The  Brink's  Stock
Proposal' in the Proxy Statement), the capital structure of The Pittston Company
(the 'Company') will be modified to include an additional class of common stock.
The  outstanding  shares  of  Pittston Services  Group  Common  Stock ('Services
Stock') will be redesignated as Pittston  Brink's Group Common Stock, par  value
$1.00  per share ('Brink's Stock'), and one-half of  one share of a new class of
common stock identified  as Pittston  Burlington Group Common  Stock, par  value
$1.00  per share, ('Burlington Stock') will  be distributed for each outstanding
share of  Services  Stock.  Holders  of Pittston  Minerals  Group  Common  Stock
('Minerals  Stock')  will  continue to  be  holders  of such  stock,  which will
continue to  reflect  the  performance  of  the  Pittston  Minerals  Group  (the
'Minerals  Group'). Brink's Stock is intended  to reflect the performance of the
Pittston Brink's Group (the 'Brink's Group') and Burlington Stock is intended to
reflect the  performance  of  the Pittston  Burlington  Group  (the  'Burlington
Group').
 
     The  financial  statements  of  the Burlington  Group  include  the balance
sheets, the results of operations and  cash flows of the Burlington Air  Express
Inc.  ('Burlington') operations of  the Company, and a  portion of the Company's
corporate  assets  and  liabilities  and  related  transactions  which  are  not
separately  identified  with operations  of a  specific segment.  The Burlington
Group's financial  statements are  prepared using  the amounts  included in  the
Company's  consolidated financial statements. Corporate allocations reflected in
these financial statements  are determined based  upon methods which  management
believes to be a reasonable and equitable allocation of such items (see Note 2).
 
     These  financial statements also present the following proforma information
assuming completion of the Brink's Stock Proposal transaction:
 
      For the purpose  of computing net  income per common  share of  Burlington
      Stock, the number of shares of Burlington Stock are assumed to be one-half
      of  the total number  of shares of  Services Stock. Net  income per common
      share is computed by dividing net income by the weighted average number of
      common shares outstanding during the  period. The potential dilution  from
      the exercise of stock options is not material. The potential dilution from
      the assumed conversion of the 9.20% convertible subordinated debentures in
      1993  and 1992  was not  included since  its effect  was antidilutive. The
      shares of Burlington  Stock assumed  to be  held in  The Pittston  Company
      Employee  Benefits Trust are evaluated for inclusion in the calculation of
      net income per share under the  treasury stock method and had no  dilutive
      effect.
 
      All  financial impacts of  purchases and issuances  of Services Stock have
      been attributed  to each  Group  in relation  of their  respective  common
      equity  to the Services Group common  stock. Dividends paid by the Company
      were attributed to the  Brink's and Burlington Groups  in relation to  the
      initial  dividends  to be  paid on  the Brink's  Stock and  the Burlington
      Stock.
 
     If the Brink's  Stock Proposal  is approved,  the Company  will provide  to
holders  of Burlington  Stock separate  financial statements,  financial review,
descriptions of  business  and other  relevant  information for  the  Burlington
Group.  Notwithstanding  the attribution  of  assets and  liabilities (including
contingent liabilities)  among the  Minerals Group,  the Brink's  Group and  the
Burlington  Group for the  purpose of preparing  their respective historical and
future financial  statements, this  attribution and  the change  in the  capital
structure  of the  Company contemplated by  the Brink's Stock  Proposal will not
affect legal title to such assets or responsibility for such liabilities for the
Company or any of its subsidiaries.  Holders of Burlington Stock will be  common
shareholders  of the Company, which  will continue to be  responsible for all of
its liabilities.  Financial  impacts arising  from  one group  that  affect  the
Company's  financial  condition  could  affect  the  results  of  operations and
financial condition of each of  the groups. Since financial developments  within
one  group could affect other  groups, all shareholders of  the Company could be
adversely affected by an event  directly impacting only one group.  Accordingly,
the
 
                                     VII-6

                           PITTSTON BURLINGTON GROUP
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
Company's  consolidated financial statements must be read in connection with the
Burlington Group's financial statements.
 
     Under the  Brink's Stock  Proposal,  dividends to  be  paid to  holders  of
Burlington  Stock will be limited to funds  of the Company legally available for
the payment of dividends. Amounts available for dividends may be further limited
by covenants in the Company's public debt indentures and bank credit agreements.
See the Company's  consolidated financial statements  and related footnotes  set
forth  in  Annex  IX.  Subject  to these  limitations,  the  Company's  Board of
Directors (the 'Board'), although there is  no requirement to do so, intends  to
declare  and  pay  dividends on  the  Burlington  Stock based  primarily  on the
earnings, financial  condition,  cash  flow and  business  requirements  of  the
Burlington Group.
 
     The  accounting  policies applicable  to the  preparation of  the financial
statements of the  Burlington Group  may be modified  or rescinded  at the  sole
discretion  of the Board without approval  of shareholders, although there is no
intention to do so.
 
     The Brink's  Stock  Proposal will  permit  the  Company, at  any  time,  to
exchange  each outstanding share of Burlington Stock for shares of Brink's Stock
(or, if no  Brink's Stock  is then outstanding,  Minerals Stock)  having a  fair
market  value equal to 115% of the fair  market value of one share of Burlington
Stock. In addition,  upon the  disposition of all  or substantially  all of  the
properties  and  assets of  the  Burlington Group  to  any person  (with certain
exceptions), the Company will be required to exchange each outstanding share  of
Burlington  Stock for shares of  Brink's Stock (or, if  no Brink's Stock is then
outstanding, Minerals Stock)  having a fair  market value equal  to 115% of  the
fair market value of one share of Burlington Stock.
 
     The  Brink's Stock Proposal will  also permit the Company,  at any time, to
exchange each outstanding share of Minerals Stock, which was previously  subject
to exchange for shares of Services Stock, for shares of Brink's Stock (or, if no
Brink's  Stock is then outstanding, Burlington Stock) having a fair market value
equal to  115% of  the fair  market value  of one  share of  Minerals Stock.  In
addition, upon the disposition of all or substantially all of the properties and
assets  of  the Minerals  Group  to any  person  (with certain  exceptions), the
Company will be required  to exchange each outstanding  share of Minerals  Stock
for  shares  of Brink's  Stock (or,  if  no Brink's  Stock is  then outstanding,
Burlington Stock) having a fair  market value equal to  115% of the fair  market
value  of one share of Minerals Stock.  If any shares of the Company's Preferred
Stock are converted after  an exchange of Minerals  Stock for Brink's Stock  (or
Burlington  Stock), the holder  of such Preferred  Stock would, upon conversion,
receive shares  of Brink's  Stock (or  Burlington Stock)  in lieu  of shares  of
Minerals Stock otherwise issuable upon such conversion.
 
     Shares  of Brink's  Stock are not  subject to either  optional or mandatory
exchange. The net proceeds  of any disposition of  properties and assets of  the
Brink's  Group  will  be attributed  to  the Brink's  Group.  In the  case  of a
disposition of all or substantially all  the properties and assets of any  other
group, the net proceeds will be attributed to the group the shares of which have
been issued in exchange for shares of the selling group.
 
     The  Brink's Stock Proposal provides that  holders of Brink's Stock will at
all times have one vote per share, and initially holders of Burlington Stock and
Minerals Stock will have one and 0.626 votes per share, respectively. The  votes
of  holders of Burlington Stock and Minerals Stock will be subject to adjustment
on January 1, 1998, and on each January  1 every two years thereafter in such  a
manner so that each class' share of the aggregate voting power at such time will
be  equal to  that class'  share of the  aggregate market  capitalization of the
Company's common stock at such time. Accordingly, on each adjustment date,  each
share  of Burlington Stock and  Minerals Stock may have  more than, less than or
continue to have  the number  of votes  per share  as they  initially will  have
following  the  consummation  of  the  transaction.  Holders  of  Brink's Stock,
Burlington Stock and Minerals Stock will vote together as a single voting  group
on  all matters  as to which  all common  shareholders are entitled  to vote. In
addition,
 
                                     VII-7

                           PITTSTON BURLINGTON GROUP
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
as  prescribed  by  Virginia  law,   certain  amendments  to  the  Articles   of
Incorporation   affecting,   among  other   things,  the   designation,  rights,
preferences or limitations of one class  of common stock, or certain mergers  or
statutory  share exchanges,  must be  approved by the  holders of  such class of
common stock, voting as a group, and, in certain circumstances, may also have to
be approved by  the holders  of the  other classes  of common  stock, voting  as
separate  voting  groups.  The voting  rights  of  the Preferred  Stock  are not
affected by the Brink's Stock Proposal.

     Under  the  Brink's  Stock  Proposal,  in  the  event  of  a   dissolution,
liquidation  or  winding  up  of  the Company,  the  holders  of  Brink's Stock,
Burlington Stock and Minerals Stock will share on a per share basis an aggregate
amount equal to 55%, 28% and 17%, respectively, of the funds, if any,  remaining
for distribution to the common shareholders. In the case of Minerals Stock, such
percentage  has been set, using a nominal  number of shares of Minerals Stock of
4,202,954 (the 'Nominal  Shares') in excess  of the actual  number of shares  of
Minerals  Stock outstanding,  to ensure that  the holders of  Minerals Stock are
entitled to  the  same  share  of  any  such  funds  immediately  following  the
consummation  of the transactions as they  were prior thereto. These liquidation
percentages are subject to  adjustment in proportion to  the relative change  in
the  total  number of  shares of  Brink's Stock,  Burlington Stock  and Minerals
Stock, as the case may be, then outstanding to the total number of shares of all
other classes of  common stock  then outstanding (which  total, in  the case  of
Minerals Stock, shall include the Nominal Shares).

PRINCIPLES OF COMBINATION
 
     The  accompanying financial statements reflect the combined accounts of the
businesses  comprising   the   Burlington   Group   and   their   majority-owned
subsidiaries.  The Burlington Group interests in  20% to 50% owned companies are
carried on the equity method.  All material intercompany items and  transactions
have  been  eliminated  in combination.  Certain  prior year  amounts  have been
reclassified to conform to the current year's financial statement presentation.
 
CASH AND CASH EQUIVALENTS
 
     Cash and  cash  equivalents  include  cash on  hand,  demand  deposits  and
investments with original maturities of three months or less.
 
INVENTORIES
 
     Inventories are stated at cost (determined under the first-in, first-out or
average cost method) or market, whichever is lower.
 
PROPERTY, PLANT AND EQUIPMENT
 
     Expenditures  for maintenance and  repairs are charged  to expense, and the
costs of  renewals and  betterments are  capitalized. Depreciation  is  provided
principally  on  the  straight-line  method  at  varying  rates  depending  upon
estimated useful lives.
 
INTANGIBLES
 
     The excess of cost over fair value  of net assets of companies acquired  is
amortized on a straight-line basis over the estimated periods benefited.
 
     The  Burlington Group evaluates  the carrying value  of intangibles and the
periods of amortization  to determine whether  events and circumstances  warrant
revised estimates of asset value or useful lives. At each balance sheet date the
Burlington  Group assesses  the recoverability  of the  excess of  cost over net
assets acquired by  determining whether  the amortization of  the asset  balance
over  its remaining life can be  recovered through projected undiscounted future
operating  cash  flows.  Evaluation  of  asset  value  as  well  as  periods  of
amortization  are performed on  a disaggregated basis at  each of the Burlington
Group's operating units.
 
                                     VII-8

                           PITTSTON BURLINGTON GROUP
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
INCOME TAXES
 
     Income taxes are accounted  for in accordance  with Statement of  Financial
Accounting  Standards  No. 109,  'Accounting for  Income Taxes',  which requires
recognition of deferred tax liabilities and  assets for the expected future  tax
consequences  of events that  have been included in  the financial statements or
tax returns.  Under  this  method,  deferred  tax  liabilities  and  assets  are
determined based on the difference between the financial statement and tax bases
of  assets and  liabilities using enacted  tax rates  in effect for  the year in
which the differences are expected to reverse. See Note 2 for allocation of  the
Company's U.S. federal income taxes to the Burlington Group.
 
POSTRETIREMENT BENEFITS OTHER THAN PENSIONS
 
     Postretirement benefits other than pensions are accounted for in accordance
with Statement of Financial Accounting Standards No. 106, 'Employers' Accounting
for  Postretirement Benefits Other  Than Pensions', which  requires employers to
accrue the cost of such retirement  benefits during the employees' service  with
the Company.
 
FOREIGN CURRENCY TRANSLATION
 
     Assets  and  liabilities  of  foreign operations  have  been  translated at
current exchange rates, and related  revenues and expenses have been  translated
at  average rates  of exchange in  effect during the  year. Resulting cumulative
translation adjustments have been included in shareholder's equity.  Translation
adjustments  relating  to  operations  in  countries  with  highly  inflationary
economies are  included in  net income,  along with  all transaction  gains  and
losses for the period.
 
     A  portion  of the  Burlington Group's  financial  results is  derived from
activities in several foreign countries, each  with a local currency other  than
the  U.S.  dollar. Because  the financial  results of  the Burlington  Group are
reported in U.S. dollars, they are affected  by the changes in the value of  the
various  foreign  currencies  in  relation  to  the  U.S.  dollar.  However, the
Burlington Group's  international activity  is not  concentrated in  any  single
currency, which reduces the risks of foreign currency rate fluctuations.
 
FINANCIAL INSTRUMENTS
 
     The  Burlington Group uses foreign currency forward contracts to hedge risk
of changes  in  foreign  currency rates  associated  with  certain  transactions
denominated  in various currencies. Realized and  unrealized gains and losses on
these contracts, designated and effective as hedges, are deferred and recognized
as part of the specific transaction hedged.
 
     The Burlington Group also utilizes financial instruments to protect against
price increases in jet fuel as well as interest rate changes on certain variable
rate  lease  obligations.  Gains  and  losses  on  such  financial  instruments,
designated  and  effective as  hedges, are  recognized as  part of  the specific
transaction hedged.
 
REVENUE RECOGNITION
 
     Revenues related to transportation  services are recognized, together  with
related  transportation  costs, on  the  date shipments  physically  depart from
facilities en route  to destination  locations. Quarterly  and annual  financial
statements resulting from existing recognition policies do not materially differ
from  the  allocation of  revenue between  reporting  periods based  on relative
transit times in each reporting period with expenses recognized as incurred.
 
2. RELATED PARTY TRANSACTIONS
 
     The following policies may be modified or rescinded by action of the Board,
or the Board may adopt additional policies, without approval of the shareholders
of the Company, although the Board has
 
                                     VII-9

                           PITTSTON BURLINGTON GROUP
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
no present intention to do so.  The Company allocated certain corporate  general
and  administrative  expenses,  net  interest  expense  and  related  assets and
liabilities in accordance  with the policies  described below. Corporate  assets
and  liabilities are primarily  cash, deferred pension  assets, income taxes and
accrued liabilities.
 
FINANCIAL
 
     As a matter of policy, the Company manages most financial activities of the
Burlington  Group,  Brink's   Group  and  Minerals   Group  on  a   centralized,
consolidated  basis. Such financial activities include the investment of surplus
cash; the issuance, repayment and  repurchase of short-term and long-term  debt;
the  issuance and repurchase  of common stock  and the payment  of dividends. In
preparing these financial statements, transactions primarily related to invested
cash, short-term and  long-term debt (including  convertible debt), related  net
interest  and other financial costs have been attributed to the Burlington Group
based upon its cash flows for  the periods presented after giving  consideration
to  the debt  and equity  structure of  the Company.  At December  31, 1994, the
Company attributed long-term debt to the Burlington Group based upon the purpose
for the debt in addition to the  cash requirements of the Burlington Group.  See
Note  8 for details and amounts of  long-term debt. The portion of the Company's
interest expense allocated to the Burlington  Group for 1994, 1993 and 1992  was
$2,629,  $5,063 and $3,003, respectively. The  portion of the Company's interest
expense allocated to the  Burlington Group for the  nine months ended  September
30,  1995 and 1994 (unaudited), was  $1,752 and $1,986, respectively. Management
believes such method of allocation to be equitable and a reasonable estimate  of
the cost attributable to the Burlington Group.
 
     To  the extent borrowings are deemed to occur between the Burlington Group,
the Brink's Group and  the Minerals Group,  intergroup accounts are  established
bearing  interest at the  rate in effect  from time to  time under the Company's
unsecured credit lines  or, if no  such credit  lines exist, at  the prime  rate
charged  by Chemical Bank from time to  time. At December 31, 1994, the Minerals
Group owed the Burlington Group $42,465 and at December 31, 1993, the Burlington
Group owed the Minerals Group $13,266, as the result of borrowings. At September
30, 1995 (unaudited), the Minerals Group  owed the Burlington Group $38,719,  as
the result of borrowings.
 
INCOME TAXES
 
     The  Burlington Group is  included in the  consolidated U.S. federal income
tax return filed by the Company.
 
     The Company's  consolidated provision  and actual  cash payments  for  U.S.
federal  income taxes are allocated between  the Burlington Group, Brink's Group
and Minerals Group in  accordance with the Company's  tax allocation policy  and
reflected   in  the  financial  statements  for  each  Group.  In  general,  the
consolidated tax provision  and related  tax payments or  refunds are  allocated
among  the Groups, for financial statement  purposes, based principally upon the
financial income, taxable income, credits and other amounts directly related  to
the  respective Group. Tax benefits that cannot  be used by the Group generating
such attributes, but can be utilized  on a consolidated basis, are allocated  to
the  Group that generated such benefits and an intergroup account is established
for the  benefit  of the  Group  generating the  attributes.  As a  result,  the
allocated  Group  amounts of  taxes payable  or  refundable are  not necessarily
comparable to those that  would have resulted if  the Groups had filed  separate
tax  returns.  At December  31, 1994  and  1993, the  Burlington Group  owed the
Minerals Group $21,436 and $8,320, respectively, for such tax benefits, of which
$10,436 and $4,488, respectively, were not  expected to be paid within one  year
from such dates in accordance with the policy.
 
SHARED SERVICES
 
     A  portion of the  Company's corporate general  and administrative expenses
and other shared services has been allocated to the Burlington Group based  upon
utilization and other methods and
 
                                     VII-10

                           PITTSTON BURLINGTON GROUP
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
criteria  which management believes to be equitable and a reasonable estimate of
the cost attributable to  the Burlington Group.  These allocations were  $4,665,
$4,757 and $4,278 in 1994, 1993 and 1992, respectively.
 
PENSION
 
     The  Burlington Group's  pension cost related  to its  participation in the
Company's noncontributory defined benefit pension plan is actuarially determined
based on its  respective employees and  an allocable share  of the pension  plan
assets  and  calculated in  accordance  with Statement  of  Financial Accounting
Standards No. 87  ('SFAS 87'). Pension  plan assets have  been allocated to  the
Burlington  Group based on the percentage of its projected benefit obligation to
the plan's total projected benefit  obligation. Management believes such  method
of allocation to be equitable and a reasonable estimate of the cost attributable
to the Burlington Group.
 
3. SHAREHOLDER'S EQUITY
 
     The  following  presents  shareholder's  equity  of  the  Burlington  Group
assuming completion of the Brink's Stock Proposal transaction:

                                                 NINE MONTHS ENDED         YEAR ENDED DECEMBER 31
                                                   SEPTEMBER 30       --------------------------------
                                                       1995             1994        1993        1992
                                                 -----------------    --------    --------    --------
                                                    (UNAUDITED)

Balance at beginning of period................        $240,880        $203,150    $181,576    $223,251
Net income....................................          22,582          38,356      15,476       3,324
Foreign currency translation adjustment.......             992           2,418        (768)     (3,535)
Attributed equity transactions:
     Stock options exercised..................             548           1,837       4,001         405
     Stock released from employee benefits
       trust to employee benefits plan........           1,153             443         278         141
     Stock sold from employee benefits trust
       to employee benefits plan..............        --                 --             73       --
     Stock issued to employee benefits plan...        --                 --          --            184
     Stock sold to Minerals Group.............        --                   107          42       --
     Stock repurchases........................          (1,134)         (2,042)       (304)     (3,582)
     Dividends declared.......................          (3,240)         (4,161)     (3,880)     (3,088)
     Cost of Services Stock Proposal..........        --                    (1)       (782)      --
     Tax benefit of options exercised.........        --                   765         501       --
     Conversion of debt.......................        --                     8       --          --
     Net cash (to) from the Company...........        --                 --          6,937     (35,524)
                                                      --------        --------    --------    --------
Balance at end of period......................        $261,781        $240,880    $203,150    $181,576
                                                      --------        --------    --------    --------
                                                      --------        --------    --------    --------

     Included  in  shareholder's  equity  is  the  cumulative  foreign  currency
translation  adjustment of  $674 at September  30, 1995  (unaudited) and $1,666,
$4,084 and $3,316 at December 31, 1993 and 1992, respectively.
 
                                     VII-11

                           PITTSTON BURLINGTON GROUP
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
4. PROPERTY, PLANT AND EQUIPMENT
 
     Property, plant and equipment at cost, consist of the following:

                                                                  DECEMBER 31,
                                                              --------------------
                                                               1994         1993
                                                              -------      -------

Land.......................................................   $   197      $   180
Buildings..................................................     9,147        4,073
Machinery and equipment....................................    85,709       75,204
                                                              -------      -------
                                                              $95,053      $79,457
                                                              -------      -------
                                                              -------      -------

     The estimated  useful  lives  for  property, plant  and  equipment  are  as
follows:

                                                                             YEARS
                                                                            -------

Buildings................................................................   5 to 20
Machinery and equipment..................................................   3 to 10

     Depreciation  of property, plant and  equipment aggregated $10,797 in 1994,
$8,735 in 1993 and $7,866 in 1992. For the nine months ended September 30,  1995
and  1994 (unaudited), depreciation of  property, plant and equipment aggregated
$9,822 and $7,895, respectively.
 
5. INTANGIBLES
 
     Intangibles consist entirely of the excess  of cost over fair value of  net
assets  of companies acquired and are net of accumulated amortization of $66,140
at December 31,  1994, and $59,978  at December 31,  1993. The estimated  useful
life  of  intangibles  is  generally forty  years.  Amortization  of intangibles
aggregated $6,162 in 1994, $6,218 in 1993 and $6,177 in 1992.
 
6. FINANCIAL INSTRUMENTS
 
     Financial instruments  which potentially  subject the  Burlington Group  to
concentrations  of credit risk consist principally of cash and cash equivalents,
and trade  receivables. The  Burlington Group's  cash and  cash equivalents  are
placed  with high credit qualified financial  institutions. Also, by policy, the
amount  of  credit  exposure  to  any  one  financial  institution  is  limited.
Concentration  of credit risk with respect  to trade receivables are limited due
to the  large number  of customers  comprising the  Burlington Group's  customer
base,  and  their dispersion  across  many different  industries  and geographic
areas.
 
     The following details the fair values of financial instruments for which it
is practicable to estimate the value:
 
CASH AND CASH EQUIVALENTS
 
     The carrying amounts approximate fair  value because of the short  maturity
of these instruments.
 
DEBT
 
     The   aggregate  fair  value  of  the  Burlington  Group's  long-term  debt
obligations, which  is  based upon  quoted  market prices  and  rates  currently
available  to the Burlington  Group for debt with  similar terms and maturities,
approximates the carrying amount.
 
OFF-BALANCE SHEET INSTRUMENTS
 
     The  Burlington  Group   utilizes  various   off-balance  sheet   financial
instruments,  as discussed below, to hedge its foreign currency and other market
exposures. The risk  that counterparties to  such instruments may  be unable  to
perform   is  minimized  by  limiting  the  counterparties  to  major  financial
institutions. The  Burlington Group  does  not expect  any  losses due  to  such
counterparty default.
 
                                     VII-12

                           PITTSTON BURLINGTON GROUP
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
     Foreign  currency  forward contracts  --  The Company  enters  into foreign
currency forward contracts with a duration of  30 to 60 days as a hedge  against
accounts  payable  denominated in  various  currencies. These  contracts  do not
subject the Company  to risk due  to exchange rate  movements because gains  and
losses  on these contracts offset losses and gains on the payables being hedged.
At December  31, 1994,  the total  contract value  of foreign  currency  forward
contracts outstanding was $7,390. As of such date, the fair value of the foreign
currency forward contracts was not significant.
 
     Fuel contracts -- The Burlington Group has hedged a portion of its jet fuel
requirements  through a swap contract. At  December 31, 1994, the notional value
of the jet fuel swap, aggregating 12.5 million gallons, through March 31,  1995,
was  $6,488. In addition, the Company  has entered into several commodity option
transactions that are intended to  protect against significant increases in  jet
fuel  prices. These transactions, aggregate 23.3 million gallons with a notional
value of $15,840 and are applicable throughout 1995 in amounts ranging from  3.5
million  gallons per month in  the first quarter of  1995 to 2.1 million gallons
per month in the  fourth quarter of  1995. The Company has  also entered into  a
collar transaction applicable to 7.2 million gallons that provides a minimum and
maximum  per gallon  price. This transaction  is settled monthly  based upon the
average of the high and low prices during each period.
 
     The fair value  of these  fuel hedge  transactions may  fluctuate over  the
course  of the contract period  due to changes in the  supply and demand for oil
and refined products. Thus, the economic  gain or loss, if any, upon  settlement
of  the contracts may differ from the fair  value of the contracts at an interim
date. At  December  31,  1994,  the  fair  value  of  these  contracts  was  not
significant.
 
     Interest  rate  contracts --  In connection  with  the aircraft  leasing by
Burlington in 1993, the Company entered into interest rate cap agreements. These
agreements have a notional amount of $60,000 and cap the Company's interest rate
on certain aircraft leases at 8.5% through April 1, 1996. At December 31,  1994,
the fair value of these contracts was not significant.
 
7. INCOME TAXES
 
     The provision (credit) for income taxes consists of the following:

                                                        U.S.
                                                       FEDERAL    FOREIGN    STATE      TOTAL
                                                       -------    -------    ------    -------

1994:
     Current........................................   $22,077     $3,033    $3,000    $28,110
     Deferred.......................................    (4,472)        80      (864)    (5,256)
                                                       -------     ------    ------    -------
          Total.....................................   $17,605     $3,113    $2,136    $22,854
                                                       -------     ------    ------    -------
                                                       -------     ------    ------    -------
1993:
     Current........................................   $10,806     $1,870    $1,100    $13,776
     Deferred.......................................      (520)      (302)     (515)    (1,337)
                                                       -------     ------    ------    -------
          Total.....................................   $10,286     $1,568    $  585    $12,439
                                                       -------     ------    ------    -------
                                                       -------     ------    ------    -------
1992:
     Current........................................   $ 5,437     $1,091    $  926    $ 7,454
     Deferred.......................................    (1,984)       239      (453)    (2,198)
                                                       -------     ------    ------    -------
          Total.....................................   $ 3,453     $1,330    $  473    $ 5,256
                                                       -------     ------    ------    -------
                                                       -------     ------    ------    -------

                                     VII-13

                           PITTSTON BURLINGTON GROUP
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
     The significant components of the deferred tax benefit were as follows:

                                                                  1994       1993       1992
                                                                 -------    -------    -------

Deferred tax benefit, exclusive of the components listed
  below.......................................................   $(6,028)   $(2,118)   $(2,220)
Investment tax credit carryforwards...........................     --         --         1,490
Net operating loss carryforwards..............................      (247)       205       (368)
Alternative minimum tax credits...............................     1,084        647     (1,316)
Change in the valuation allowance for deferred tax assets.....       (65)       (71)       216
                                                                 -------    -------    -------
                                                                 $(5,256)   $(1,337)   $(2,198)
                                                                 -------    -------    -------
                                                                 -------    -------    -------

     The tax benefit for compensation expense related to the exercise of certain
employee  stock options for  tax purposes in excess  of compensation expense for
financial reporting purposes  is recognized  as an  adjustment to  shareholder's
equity.
 
     The  components of the net  deferred tax asset as  of December 31, 1994 and
December 31, 1993 were as follows:

                                                                            1994       1993
                                                                           -------    -------

Deferred tax assets:
     Accounts receivable................................................   $ 3,368    $ 3,358
     Postretirement benefits other than pensions........................       985        828
     Workers' compensation and other claims.............................     1,819      1,691
     Other liabilities and reserves.....................................    11,194      6,735
     Miscellaneous......................................................       612        398
     Net operating loss carryforwards...................................     3,850      3,603
     Alternative minimum tax credits....................................     3,741      4,347
     Valuation allowance................................................       (78)      (143)
                                                                           -------    -------
          Total deferred tax asset......................................   $25,491    $20,817
                                                                           -------    -------
                                                                           -------    -------
Deferred tax liabilities:
     Property, plant and equipment......................................   $   725    $  (389)
     Pension assets.....................................................     1,608      1,872
     Other assets.......................................................       383      2,280
     Investments in foreign affiliates..................................     --         --
     Miscellaneous......................................................     3,642      3,267
                                                                           -------    -------
          Total deferred tax liability..................................     6,358      7,030
                                                                           -------    -------
          Net deferred tax asset........................................   $19,133    $13,787
                                                                           -------    -------
                                                                           -------    -------

     The recording of deferred federal tax  assets is based upon their  expected
utilization  in the  Company's consolidated  federal income  tax return  and the
benefit that  would accrue  to  the Burlington  Group  under the  Company's  tax
allocation policy.
 
     The  valuation allowance relates to deferred  tax assets in certain foreign
and state jurisdictions.
 
                                     VII-14

                           PITTSTON BURLINGTON GROUP
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
     The following  table accounts  for the  difference between  the actual  tax
provision and the amounts obtained by applying the statutory U.S. federal income
tax  rate of 35% in  1994 and 1993 and  34% in 1992 to  the income before income
taxes.

                                                                   YEAR ENDED DECEMBER 31
                                                                -----------------------------
                                                                 1994       1993       1992
                                                                -------    -------    -------

Income before income taxes:
     United States...........................................   $35,464    $11,633    $(6,869)
     Foreign.................................................    25,746     16,282     15,449
                                                                -------    -------    -------
                                                                $61,210    $27,915    $ 8,580
                                                                -------    -------    -------
                                                                -------    -------    -------
 
Tax provision computed at statutory rate.....................   $21,424    $ 9,770    $ 2,918
Increases (reductions) in taxes due to:
     State income taxes (net of federal tax benefit).........     1,388        380        202
     Goodwill amortization...................................     1,891      2,065      2,007
     Difference between total taxes on foreign income and the
       U.S. federal statutory rate...........................    (2,790)       107        735
     Miscellaneous...........................................       941        117       (606)
                                                                -------    -------    -------
Actual tax provision.........................................   $22,854    $12,439    $ 5,256
                                                                -------    -------    -------
                                                                -------    -------    -------

     It is the policy of the Burlington Group to accrue deferred income taxes on
temporary differences related  to the financial  statement carrying amounts  and
tax  bases  of  investments in  foreign  subsidiaries and  affiliates  which are
expected to  reverse in  the foreseeable  future. As  of December  31, 1994  and
December  31,  1993,  the  unrecognized  deferred  tax  liability  for temporary
differences of  approximately  $20,237  and  $4,223,  respectively,  related  to
investments   in  foreign  subsidiaries  and  affiliates  that  are  essentially
permanent in nature and  not expected to reverse  in the foreseeable future  was
approximately $7,083 and $1,478, respectively.
 
     The Burlington Group is included in the Company's consolidated U.S. federal
income  tax return. Such returns have been audited and settled with the Internal
Revenue Services through the year 1981.
 
     As of December  31, 1994, the  Burlington Group had  $3,741 of  alternative
minimum  tax credits allocated to it  under the Company's tax allocation policy.
Such credits are available to offset future U.S. federal income taxes and, under
current tax law, the carryforward period for such credits is unlimited.
 
     The tax  benefits of  net operating  loss carryforwards  of the  Burlington
Group  as at  December 31,  1994 were  $3,850 and  related to  various state and
foreign taxing jurisdictions. The expiration  periods primarily range from 5  to
15 years.
 
                                     VII-15

                           PITTSTON BURLINGTON GROUP
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
8. LONG-TERM DEBT
 
     A  portion of the outstanding debt under the Company's credit agreement and
the Company's subordinated  obligations have been  attributed to the  Burlington
Group. Total long-term debt of the Burlington Group consists of the following:

                                                                           AS OF DECEMBER 31
                                                                           ------------------
                                                                            1994       1993
                                                                           -------    -------

Senior obligations:
     Canadian dollar term loan due 1999 (6.19% in 1994).................   $ 2,852    $ --
     All other..........................................................       353        349
                                                                           -------    -------
                                                                             3,205        349
Obligations under capital leases (average rates 12.04% in 1994 and
  14.35% in 1993).......................................................       619        552
                                                                           -------    -------
                                                                             3,824        901
                                                                           -------    -------
Attributed portion of the Company's debt:
     U.S. dollar term loan due 1999 (year-end rate 6.48% in 1994).......    23,434      --
     Revolving credit note (year-end rate 3.53% in 1993)................     --         2,100
     4% subordinated debentures due 1997................................    14,648     14,648
     9.20% convertible subordinated debentures due 2004.................     --        27,811
                                                                           -------    -------
                                                                            38,082     44,559
                                                                           -------    -------
          Total long-term debt, less current maturities.................   $41,906    $45,460
                                                                           -------    -------
                                                                           -------    -------

     For  the  four  years  through December  31,  1999,  minimum  repayments of
long-term debt outstanding are as follows:

                                                               
1996...........................................................   $   690
1997...........................................................    14,865
1998...........................................................        15
1999...........................................................    26,300

     The Canadian dollar term loan to a wholly owned indirect subsidiary of  the
Burlington  Group, bears interest based on Canadian prime or Bankers' Acceptance
rates, or if  converted to a  U.S. dollar  loan based on  Eurodollar or  Federal
Funds  rates. The Canadian dollar term loan  is guaranteed by the Company. Under
the terms of the loan, Burlington has agreed to various restrictions relating to
net worth, disposition of assets and incurrence of additional debt.
 
     In March 1994, the Company entered into a $350,000 credit agreement with  a
syndicate  of  banks (the  'New Facility'),  replacing the  Company's previously
existing $250,000 of revolving  credit agreements. The  New Facility included  a
$100,000  five-year  term  loan, which  originally  matured in  March  1999. The
Burlington Group has been attributed $23,434 of the $100,000 term loan. The  New
Facility also permitted additional borrowings, repayments and reborrowings of up
to  an aggregate of $250,000 initially until  March 1999. In March 1995, the New
Facility was amended to extend the maturity of the term loan to May 2000 and  to
permit  the additional borrowings,  repayments and reborrowings  until May 2000.
Interest on  borrowings under  the New  Facility is  payable at  rates based  on
prime, certificate of deposit, Eurodollar or money market rates.
 
     The 4% subordinated debentures due July 1, 1997, are exchangeable for cash,
at  the rate of $157.80  per $1,000 debenture. The  debentures are redeemable at
the Company's option, in  whole or in  part, at any time  prior to maturity,  at
redemption prices equal to 100% of principal amount.
 
                                     VII-16

                           PITTSTON BURLINGTON GROUP
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
     On  April  15,  1994, the  Company  redeemed  all of  the  9.2% convertible
subordinated debentures due July 1, 2004, at a premium of $767. The premium  has
been included in the Statement of Operations in 'Other income (expense), net'.
 
     Various  international operations  maintain lines  of credit  and overdraft
facilities aggregating approximately $61,000 with a number of banks on either  a
secured or unsecured basis.
 
     Under  the terms of some of its debt instruments, the Company has agreed to
various restrictions relating  to the  payment of dividends,  the repurchase  of
capital  stock, the  maintenance of  consolidated net  worth, and  the amount of
additional funded debt  which may  be incurred. See  the Company's  consolidated
financial statements and related footnotes set forth in Annex IX.
 
     At  December  31,  1994,  the Company's  portion  of  outstanding unsecured
letters of  credit allocated  to  the Burlington  Group was  $27,300,  primarily
supporting  the  Burlington Group's  obligations under  aircraft leases  and its
various self-insurance programs.
 
9. STOCK OPTIONS
 
     Upon approval of the Brink's Stock  Proposal, the Company will convert  its
stock options outstanding into options for shares of Brink's Stock or Burlington
Stock,  or both, pursuant  to provisions in the  option agreements covering such
options.  See  the  Company's  consolidated  financial  statements  and  related
footnotes  set forth in  Annex IX for information  regarding the Company's stock
options.
 
10. ACQUISITIONS
 
     During 1994, the  Burlington Group  acquired several  small businesses  and
made  a contingent payment related to an acquisition made in a prior year. Total
consideration paid was $5,938.
 
     During 1993, the Burlington  Group acquired one small  business and made  a
contingency  payment related to an acquisition  consummated in a prior year. The
total consideration paid was $736.
 
     During 1992, cash payments of $226  were made for contingency payments  for
acquisitions made in prior years.
 
     The  acquisition  in 1993  has been  accounted  for as  a purchase  and the
purchase price for the  acquisition was essentially equal  to the fair value  of
assets  acquired. The  results of  operations of  the acquired  company has been
included in the  Burlington Group's  results of  operations from  their date  of
acquisition.
 
11. LEASES
 
     The  Burlington Group leases aircraft,  facilities, vehicles, computers and
other equipment under long-term operating leases with varying terms, and most of
the leases contain renewal and/or purchase
 
                                     VII-17

                           PITTSTON BURLINGTON GROUP
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
options. As of December 31, 1994, aggregate future minimum lease payments  under
noncancellable operating leases were as follows:

                                                                        EQUIPMENT
                                            AIRCRAFT     FACILITIES      & OTHER       TOTAL
                                            --------     ----------     ---------     --------

1995.....................................   $ 30,237      $  20,664      $ 3,792      $ 54,693
1996.....................................     22,641         15,348        2,745        40,734
1997.....................................     20,983         13,276        1,785        36,044
1998.....................................      4,815         11,025        1,282        17,122
1999.....................................      --             8,832        1,071         9,903
2000.....................................      --             7,607          897         8,504
2001.....................................      --             5,606          617         6,223
2002.....................................      --             5,051          417         5,468
2003.....................................      --             4,588          417         5,005
2004.....................................      --             4,283          417         4,700
Later Years..............................      --            52,925        3,716        56,641
                                            --------     ----------     ---------     --------
                                            $ 78,676      $ 149,205      $17,156      $245,037
                                            --------     ----------     ---------     --------
                                            --------     ----------     ---------     --------

     These  amounts are net of  aggregate future minimum noncancellable sublease
rentals of $6,000.
 
     Rent expense amounted to  $57,412 in 1994, $51,677  in 1993 and $45,467  in
1992 and is net of sublease rentals of $695, $781 and $1,403, respectively.
 
     Burlington  entered  into two  transactions  covering various  leases which
provided for the replacement of eight  B707 aircraft with seven DC8-71  aircraft
and  completed  an evaluation  of other  fleet  related costs.  One transaction,
representing four  aircraft, was  reflected in  the 1993  financial  statements,
while  the other transaction, covering three aircraft, was reflected in the 1992
financial statements.  The net  effect  of these  transactions  did not  have  a
material impact on operating profit for either year.
 
     The  Burlington Group incurred  capital lease obligations  of $755 in 1994,
$542 in 1993 and $538 in 1992.  As of December 31, 1994, the Burlington  Group's
obligations under capital leases were not significant.
 
12. EMPLOYEE BENEFIT PLANS
 
     The   Burlington   Group's   businesses   participate   in   the  Company's
noncontributory defined benefit pension plan covering substantially all nonunion
employees who  meet  certain  minimum requirements  in  addition  to  sponsoring
certain  other defined benefit plans. Benefits of most of the plans are based on
salary and years of service. The Burlington Group's pension cost relating to its
participation in  the  Company's defined  benefit  pension plan  is  actuarially
determined  based  on its  respective employees  and an  allocable share  of the
pension plan assets. The Company's policy is to fund the actuarially  determined
amounts  necessary to provide assets sufficient to  meet the benefits to be paid
to plan
 
                                     VII-18

                           PITTSTON BURLINGTON GROUP
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
participants in accordance with applicable regulations. The net pension  expense
for 1994, 1993 and 1992 for all plans is as follows:

                                                                    YEAR ENDED DECEMBER 31
                                                                 -----------------------------
                                                                  1994       1993       1992
                                                                 -------    -------    -------

Service cost -- benefits earned during year...................   $ 3,009    $ 2,350    $ 2,229
Interest cost on projected benefit obligation.................     2,919      2,460      2,217
Loss (return) on assets -- actual.............................       662     (7,016)    (4,551)
(Loss) return on assets -- deferred...........................    (5,713)     2,915        798
Other amortization, net.......................................      (357)      (255)      (586)
                                                                 -------    -------    -------
          Net pension expense.................................   $   520    $   454    $   107
                                                                 -------    -------    -------
                                                                 -------    -------    -------

     The  assumptions  used  in  determining the  net  pension  expense  for the
Company's major pension plan were as follows:

                                                                      1994      1993      1992
                                                                      ----      ----      ----

Interest cost on projected benefit obligation....................      7.5%      9.0%      9.0%
Expected long-term rate of return on assets......................     10.0%     10.0%     10.0%
Rate of increase in compensation levels..........................      4.0%      5.0%      5.0%

     The funded status and prepaid pension expense at December 31, 1994 and 1993
are as follows:

                                                                            1994       1993
                                                                           -------    -------

Actuarial present value of accumulated benefit obligation:
     Vested.............................................................   $25,929    $28,052
     Nonvested..........................................................     2,081      2,177
                                                                           -------    -------
                                                                            28,010     30,229
Benefits attributable to projected salaries.............................     7,313      8,415
                                                                           -------    -------
Projected benefit obligation............................................    35,323     38,644
Plan assets at fair value...............................................    49,390     51,359
                                                                           -------    -------
Excess of plan assets over projected benefit obligation.................    14,067     12,715
Unamortized initial net asset...........................................    (1,082)    (1,364)
Unrecognized experience gain............................................    (2,873)      (979)
Unrecognized prior service cost.........................................        84         35
                                                                           -------    -------
Net pension assets......................................................    10,196     10,407
Current pension liability...............................................       459        260
                                                                           -------    -------
Deferred pension asset per balance sheet................................   $10,655    $10,667
                                                                           -------    -------
                                                                           -------    -------

     For the valuation of pension obligations and the calculation of the  funded
status,  the discount  rate was  8.75% in  1994 and  7.5% in  1993. The expected
long-term rate of return on assets was  10% in both years. The rate of  increase
in compensation levels used was 4% in 1994 and 1993.
 
     The unrecognized initial net asset at January 1, 1986 (January 1, 1989, for
certain  foreign  pension plans),  the date  of  adoption of  SFAS 87,  has been
amortized over the estimated remaining average service life of the employees. As
of December 31, 1994, approximately 77%  of plan assets were invested in  equity
securities and 23% in fixed income securities.
 
     The  Burlington Group also provides  certain postretirement health care and
life insurance benefits for eligible active and retired employees in the  United
States and Canada.
 
                                     VII-19

                           PITTSTON BURLINGTON GROUP
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
     For  the years 1994, 1993 and 1992,  the components of periodic expense for
these postretirement benefits were as follows:

                                                                      YEAR ENDED DECEMBER 31
                                                                     ------------------------
                                                                     1994      1993      1992
                                                                     ----      ----      ----

Service cost -- benefits earned during year.......................   $219      $112      $ 96
Interest cost on accumulated postretirement benefit obligation....    247       160       134
                                                                     ----      ----      ----
          Total expense...........................................   $466      $272      $230
                                                                     ----      ----      ----
                                                                     ----      ----      ----

     Interest costs on  the accumulated postretirement  benefit obligation  were
based upon rates of 7.5% in 1994 and 9% in 1993 and 1992.
 
     At  December 31, 1994 and 1993,  the actuarial and recorded liabilities for
these postretirement benefits, none of which have been funded, were as follows:

                                                                               1994      1993
                                                                              ------    ------

Accumulated postretirement benefit obligation:
     Retirees..............................................................   $  589    $  535
     Fully eligible active plan participants...............................      379       306
     Other active plan participants........................................    1,349     1,432
                                                                              ------    ------
                                                                               2,317     2,273
Unrecognized experience gain (loss)........................................      214      (171)
                                                                              ------    ------
Liability included on the balance sheet....................................    2,531     2,102
Less current portion.......................................................       50       529
                                                                              ------    ------
Noncurrent liability for postretirement health care and life insurance
  benefits.................................................................   $2,481    $1,573
                                                                              ------    ------
                                                                              ------    ------

     The accumulated postretirement benefit obligation was determined using  the
unit  credit method and  an assumed discount rate  of 8.75% in  1994 and 7.5% in
1993. The postretirement benefit obligation for U.S. salaried employees does not
provide for changes in  health care costs since  the employer's contribution  to
the plan is a fixed amount.
 
     A  percentage point increase each  year in the health  care cost trend rate
used would  not have  resulted in  any  increase in  the aggregate  service  and
interest  components of  expense for  the year 1994  or in  the accumulated post
retirement benefit obligation at December 31, 1994.
 
     The Burlington Group also participates in the Company's  Savings-Investment
Plan  to assist eligible  employees in providing for  retirement or other future
financial needs. Employee contributions are matched  at rates of 50% to 125%  up
to  5% of compensation  (subject to certain limitations  imposed by the Internal
Revenue  Code  of  1986,  as  amended).  Contribution  expense  under  the  plan
aggregated $1,656 in 1994, $1,207 in 1993 and $1,218 in 1992.
 
     In  May  1994,  the  Company's  shareholders  approved  the  Employee Stock
Purchase Plan effective July 1,  1994. See the Company's consolidated  financial
statements and related footnotes set forth in Annex IX for information regarding
the Company's Employee Stock Purchase Plan.
 
     The  Burlington Group  sponsors several other  defined contribution benefit
plans based on hours worked or other measurable factors. Contributions under all
of these plans aggregated $556 in 1994, $443 in 1993 and $498 in 1992.
 
                                     VII-20

                           PITTSTON BURLINGTON GROUP
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
13. SEGMENT INFORMATION
 
     Operating revenues by geographic area are as follows:

                                                                YEAR ENDED DECEMBER 31
                                                          ----------------------------------
                                                             1994         1993        1992
                                                          ----------    --------    --------

United States..........................................   $  565,813    $459,431    $421,365
International operations...............................      649,471     538,648     478,982
                                                          ----------    --------    --------
                                                          $1,215,284    $998,079    $900,347
                                                          ----------    --------    --------
                                                          ----------    --------    --------

     The following  is derived  from  the business  segment information  in  the
Company's  consolidated  financial statements  as it  relates to  the Burlington
Group. See  Note  2,  Related  Party Transactions,  for  a  description  of  the
Company's policy for corporate allocations.
 
     The  Burlington Group's  portion of  the Company's  operating profit  is as
follows:

                                                                   YEAR ENDED DECEMBER 31
                                                                -----------------------------
                                                                 1994       1993       1992
                                                                -------    -------    -------

United States................................................   $45,732    $19,290    $ 1,835
International operations.....................................    23,492     18,681     13,283
                                                                -------    -------    -------
Burlington Group's portion of the Company's segment operating
  profit.....................................................    69,224     37,971     15,118
Corporate expenses allocated to the Burlington Group.........    (4,665)    (4,757)    (4,278)
Pension credit...............................................     --         --           790
                                                                -------    -------    -------
Operating profit.............................................   $64,559    $33,214    $11,630
                                                                -------    -------    -------
                                                                -------    -------    -------

     The Burlington Group's portion  of the Company's assets  at year end is  as
follows:

                                                                   AS OF DECEMBER 31
                                                            --------------------------------
                                                              1994        1993        1992
                                                            --------    --------    --------

United States............................................   $284,294    $268,705    $252,648
International operations.................................    188,146     149,989     153,811
                                                            --------    --------    --------
Burlington Group's portion of the Company's assets.......    472,440     418,694     406,459
Burlington Group's portion of corporate assets...........     49,076      13,542      17,564
                                                            --------    --------    --------
          Total assets...................................   $521,516    $432,236    $424,023
                                                            --------    --------    --------
                                                            --------    --------    --------

14. CONTINGENT LIABILITIES
 
     Under the Coal Industry Retiree Health Benefit Act of 1992 (the 'Act'), the
Company  and its  majority-owned subsidiaries  at July  20, 1992,  including the
Burlington Group  included  in  these  financial  statements,  are  jointly  and
severally  liable with the Brink's Group and the Minerals Group for the costs of
health care coverage provided for by that Act. For a description of the Act  and
an  estimate of certain of such costs, see Note 13 to the Company's consolidated
financial statements. At this  time, the Company expects  the Minerals Group  to
generate sufficient cash flow to discharge its obligations under the Act.
 
     In  April 1990, the Company entered  into a settlement agreement to resolve
certain environmental  claims  against  the  Company  arising  from  hydrocarbon
contamination  at a petroleum terminal facility ('Tankport') in Jersey City, New
Jersey, which operations were sold in 1983. Under the settlement agreement,  the
Company  is  obligated  to pay  80%  of  the remediation  costs.  Based  on data
available  to  the  Company  and  its  environmental  consultants,  the  Company
estimates its portion of the cleanup costs
 
                                     VII-21

                           PITTSTON BURLINGTON GROUP
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
on  an undiscounted basis  using existing technologies to  be between $6,700 and
$14,100 over a period  of up to  five years. Management  is unable to  determine
that  any amount  within that  range is a  better estimate  due to  a variety of
uncertainties, which include the  extent of the contamination  at the site,  the
permitted technologies for remediation and the regulatory standards by which the
clean-up  will be conducted. The clean-up  estimates have been modified in light
of certain regulatory changes promulgated in December 1994.
 
     The Company commenced insurance coverage litigation in 1990, in the  United
States  District Court  for the  District of  New Jersey,  seeking a declaratory
judgment that  all amounts  payable  by the  Company  pursuant to  the  Tankport
obligation were reimbursable under comprehensive general liability and pollution
liability  policies maintained  by the  Company. Although  the underwriters have
disputed this claim, management and its  legal counsel believe that recovery  is
probable  of realization  in the  full amount of  the claim.  This conclusion is
based upon, among other things, the nature of the pollution policies which  were
broadly  designed to cover  such contingent liabilities,  the favorable state of
the law in the State  of New Jersey (whose laws  have been found to control  the
interpretation of the policies), and numerous other factual considerations which
support  the  Company's  analysis  of  the  insurance  contracts  and  rebut the
underwriters' defenses. Accordingly, there is no net liability in regard to  the
Tankport obligation.
 
15. SUPPLEMENTAL CASH FLOW INFORMATION
 
     For  the years ended  December 31, 1994,  1993 and 1992,  cash payments for
income taxes,  net  of  refunds  received, were  $16,980,  $12,181  and  $5,031,
respectively. For the nine months ended September 30, 1995 and 1994 (unaudited),
cash  payments  for  income taxes,  net  of  refunds received  were  $20,821 and
$12,923, respectively.
 
     For the years  ended December 31,  1994, 1993 and  1992, cash payments  for
interest were $4,926, $5,359 and $4,319, respectively. For the nine months ended
September  30, 1995 and 1994 (unaudited), cash payments for interest were $3,312
and $4,226, respectively.
 
16. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
 
     Tabulated below are certain data for each quarter of 1994 and 1993.

                                                                      1ST         2ND         3RD         4TH
                                                                    --------    --------    --------    --------
                                                                                            
1994 Quarters:
     Operating revenues..........................................   $261,484    $302,266    $311,925    $339,609
     Gross profit................................................     31,959      48,849      45,010      45,571
     Net income..................................................   $  3,339    $ 11,509    $ 13,438    $ 10,070
Proforma Financial Information:
     Per Pittston Burlington Group Common Share:
          Net income.............................................   $    .18    $    .61    $    .71    $    .53
1993 Quarters:
     Operating revenues..........................................   $230,885    $240,316    $254,769    $272,109
     Gross profit................................................     23,602      31,341      38,161      39,388
     Net income (loss)...........................................   $   (335)   $  2,793    $  6,800    $  6,218
Proforma Financial Information:
     Per Pittston Burlington Group Common Share:
          Net income (loss)......................................   $   (.02)   $    .15    $    .37    $    .33

                                     VII-22

                           PITTSTON BURLINGTON GROUP
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
 
     The  financial statements of the Pittston Burlington Group (the 'Burlington
Group') include the  balance sheets,  results of  operations and  cash flows  of
Burlington  Air  Express  Inc.  ('Burlington') and  a  portion  of  The Pittston
Company's  (the  'Company')  corporate   assets  and  liabilities  and   related
transactions  which are not separately identified  with operations of a specific
segment.
 
     Upon approval  of  the  Brink's  Stock Proposal  (see  'The  Brink's  Stock
Proposal'  in the Proxy Statement), the capital structure of the Company will be
modified to include an additional class of common stock. The outstanding  shares
of  Pittston Services Group Common Stock ('Services Stock') will be redesignated
as Pittston Brink's  Group Common  Stock, par  value $1.00  per share  ('Brink's
Stock')  and one-half of one share of a  new class of common stock identified as
Pittston Burlington Group Common Stock, par value $1.00 per share,  ('Burlington
Stock')  will  be  distributed for  each  outstanding share  of  Services Stock.
Holders of Pittston Minerals Group Common Stock ('Minerals Stock') will continue
to be holders of such stock, which  will continue to reflect the performance  of
the Pittston Minerals Group (the 'Minerals Group'). Brink's Stock is intended to
reflect  the performance of the Pittston Brink's Group (the 'Brink's Group') and
Burlington Stock is intended to reflect the performance of the Burlington Group.
This capital structure has been reflected in these financial statements.
 
     The Burlington Group's financial statements are prepared using the  amounts
included   in  the   Company's  consolidated   financial  statements.  Corporate
allocations reflected in  these financial statements  are determined based  upon
methods  which management believes to be  an equitable allocation of such items.
The accounting policies applicable to the preparation of the Burlington  Group's
financial  statements may be modified or rescinded at the sole discretion of the
Company's  Board  of  Directors  (the  'Board')  without  the  approval  of  the
shareholders, although there is no intention to do so.
 
     If  the Brink's  Stock Proposal  is approved,  the Company  will provide to
holders of Burlington  Stock separate financial  statements, financial  reviews,
descriptions of business and other relevant information for the Burlington Group
in   addition   to   consolidated   financial   information   of   the  Company.
Notwithstanding the attribution of assets and liabilities (including  contingent
liabilities)  between the Minerals  Group, the Brink's  Group and the Burlington
Group for the purpose of preparing their financial statements, this  attribution
and  the change  in the  capital structure  of the  Company as  a result  of the
approval of the Brink's Stock Proposal will not result in any transfer of assets
and liabilities of the Company or any of its subsidiaries. Holders of Burlington
Stock will be  common shareholders  of the Company,  which will  continue to  be
responsible for all its liabilities. Therefore, financial developments affecting
the  Minerals Group, the Brink's  Group or the Burlington  Group that affect the
Company's financial  condition  could  affect  the  results  of  operations  and
financial  condition of each of the  Groups. Since financial developments within
one group could affect  other groups, all shareholders  of the Company could  be
adversely  affected by an event directly  impacting only one group. Accordingly,
the Company's consolidated financial statements must be read in connection  with
the Burlington Group's financial statements.
 
     The  following  discussion  is  a summary  of  the  key  factors management
considers necessary in reviewing the  Burlington Group's results of  operations,
liquidity  and capital resources. This discussion  should be read in conjunction
with the financial statements and related notes of the Company.
 
RESULTS OF OPERATIONS
 
     Net income for the Burlington Group for  the first nine months of 1995  was
$22.6  million compared  with $28.3  million in the  first nine  months of 1994.
Operating profit totaled $36.4 million in the first nine months of 1995 compared
with $48.5 million in the  first nine months of  1994. Net income and  operating
profits  in  the  first nine  months  of  1994 benefited  from  unusually strong
operating profits due to substantial  additional volumes of freight directed  to
Burlington  during a nationwide  trucking strike in the  second quarter of 1994,
which added  an estimated  $8 million  to  operating profit  and $5  million  to
 
                                     VII-23

net income for the first nine months of 1994. Revenues for the first nine months
of  1995 increased $156.0 million  or 18% compared with  the same period of last
year. Operating expenses  and selling, general  and administrative expenses  for
the  first nine  months of 1995  increased $167.8  million or 20%  over the same
period last year.
 
     Net income for  the Burlington Group  for 1994 was  $38.4 million  compared
with  $15.5  million  for 1993.  Operating  profit  for 1994  was  $64.6 million
compared with $33.2 million in 1993. Revenues for 1994 increased $217.2  million
compared  with 1993. Operating expenses  and selling, general and administrative
expenses for  1994 increased  $186.3 million,  which  is net  of a  $.1  million
decrease in the allocation of corporate expenses.
 
     In  1993, net  income increased  $12.2 million  to $15.5  million from $3.3
million in 1992. Operating profit for 1993 was $33.2 million compared with $11.6
million in  the  prior  year. Net  income  and  operating profit  in  1992  were
positively  impacted  by  a  pension  credit of  $.5  million  and  $.8 million,
respectively, relating  to  the amortization  of  the unrecognized  initial  net
pension  asset  at the  date of  adoption of  Statement of  Financial Accounting
Standards  No.  87,  'Employers'  Accounting  for  Pensions'.  This  credit  was
recognized  over the estimated remaining average service life of employees since
the date  of adoption,  which expired  at the  end of  1992. Revenues  for  1993
increased  $97.7  million compared  with 1992.  Operating expenses  and selling,
general and administrative expenses for 1993 increased $76.2 million.
 
                                     VII-24

BURLINGTON OPERATIONS
 
     The following is  a table of  selected financial data  for Burlington on  a
comparative basis:

                                            NINE MONTHS ENDED
                                               SEPTEMBER 30                   YEARS ENDED DECEMBER 31
                                         ------------------------      --------------------------------------
                                            1995           1994           1994           1993          1992
                                         ----------      --------      ----------      --------      --------
                                             (DOLLARS IN THOUSANDS -- EXCEPT PER POUND/SHIPMENT AMOUNTS)

Revenues:
  Airfreight
     Domestic U.S...................     $  392,017      $417,753      $  565,440      $460,061      $418,372
     International..................        484,853       365,746         518,652       440,239       395,800
                                         ----------      --------      ----------      --------      --------
          Total airfreight..........        876,870       783,499       1,084,092       900,300       814,172
Other...............................        154,817        92,176         131,192        97,779        86,175
                                         ----------      --------      ----------      --------      --------
          Total revenues............      1,031,687       875,675       1,215,284       998,079       900,347
Operating expenses..................        907,696       749,857       1,043,895       865,587       789,354
Selling, general and
  administrative....................         85,911        75,947         105,371        97,332        97,813
                                         ----------      --------      ----------      --------      --------
          Total costs and
            expenses................        993,607       825,804       1,149,266       962,919       887,167
                                         ----------      --------      ----------      --------      --------
Other operating income..............          1,833         2,157           3,206         2,811         1,938
                                         ----------      --------      ----------      --------      --------
Operating profit:
     Domestic U.S...................         20,261        34,141          45,732        19,290         1,835
     International..................         19,652        17,887          23,492        18,681        13,283
                                         ----------      --------      ----------      --------      --------
Operating profit....................     $   39,913      $ 52,028      $   69,224      $ 37,971      $ 15,118
                                         ----------      --------      ----------      --------      --------
                                         ----------      --------      ----------      --------      --------
Depreciation and amortization.......     $   14,659      $ 12,747      $   17,209      $ 15,250      $ 14,379
                                         ----------      --------      ----------      --------      --------
                                         ----------      --------      ----------      --------      --------
Cash capital expenditures...........     $   19,799      $ 17,147      $   23,946      $ 28,253      $  6,623
                                         ----------      --------      ----------      --------      --------
                                         ----------      --------      ----------      --------      --------
Airfreight shipment growth
  rate(a)...........................           9.4%          7.8%            7.6%          4.3%         11.4%
Airfreight weight growth rate(a):
     Domestic U.S...................          (4.2%)        20.9%           19.3%         12.5%          6.3%
     International..................          27.3%         25.5%           25.3%         15.8%         43.8%
     Worldwide......................          10.0%         23.0%           22.1%         14.3%         20.7%
     Worldwide airfreight weight
       (millions of pounds).........          997.8         907.0         1,248.5       1,020.4         893.0
                                         ----------      --------      ----------      --------      --------
Worldwide airfreight shipments......          3,929         3,590           4,805         4,530         4,342
                                         ----------      --------      ----------      --------      --------
Worldwide average airfreight:
     Yield (revenue per pound)......     $    0.879      $  0.864      $    0.868      $  0.882      $  0.912
     Revenue per shipment...........     $      223      $    218      $      226      $    199      $    188
     Weight per shipment (pounds)...            254           253             260           225           206
                                         ----------      --------      ----------      --------      --------
                                         ----------      --------      ----------      --------      --------

- ------------
 
 (a) Compared to the same period in the prior year.
 
                            ------------------------
     Operating  profit in the first nine months of 1995 for Burlington was $39.9
million, a  $12.1  million decrease  from  the $52.0  million  operating  profit
reported  in  the  first  nine  months of  1994.  Burlington's  results  in 1994
benefited from  significant  additional domestic  freight  as a  result  of  the
nationwide  trucking  strike,  which  added  an  estimated  $8  million  to 1994
operating profit. Worldwide revenues rose 18% to over $1 billion in the  current
year  period from  $875.7 million  in the  first nine  months of  1994. The $156
million increase in revenues resulted largely  from a 10% increase in  worldwide
airfreight
 
                                     VII-25

pounds  shipped, increased  other revenue,  including import  services and ocean
freight, and  to  a  lesser  extent  a  slight  increase  in  worldwide  average
airfreight yields (revenues per pound).
 
     Domestic  airfreight  revenues decreased  by 6%  or  $25.7 million  to $392
million in the first nine  months of 1995 compared to  the first nine months  of
1994.  Domestic operating profit for the first nine months of 1995 totaled $20.3
million compared to  $34.1 million in  the prior year  period. The decreases  in
revenues  and operating  profit were  due largely to  a 4%  decrease in domestic
airfreight weight and  a slight  decrease in  domestic yields.  The decrease  in
volume was due primarily to the impact of the U.S. trucking strike in the second
quarter  of  1994, which  added  substantial additional  volume  in 1994  and an
estimated $8 million to operating profit in the first nine months of 1994.
 
     International airfreight  revenues  of $484.9  million  in the  first  nine
months  of  1995 were  $119.2  million or  33%  higher than  the  $365.7 million
reported in the prior  year period. Operating profit  increased $1.8 million  to
$19.7  million in the first nine months of 1995 compared to $17.9 million in the
first nine months of 1994. The  increases in revenues and operating profit  were
primarily due to a 27% increase in international airfreight weight shipped and a
modest  increase  in  average yields  compared  to  the prior  year  period. The
increase in volume is largely attributed to improved economic conditions in  the
international  markets and expansion of  company-owned operations. Revenues from
other international activity and ocean freight increased 67% or $61.4 million to
$153.6 million,  due to  an  increase in  international  shipment volume  and  a
continued expansion of ocean freight services.
 
     Operating  profit of Burlington increased $31.2 million to $69.2 million in
1994 from $38.0 million in 1993. Worldwide revenues rose 22% to $1.2 billion  in
1994  from $998.1  million in  the prior  year. The  $217.2 million  increase in
revenues  resulted  principally  from  higher   volume  in  both  domestic   and
international markets.
 
     In  1994, increased revenues  from higher volumes  were partially offset by
lower average yields. Total airfreight weight shipped worldwide increased 22% to
1,248.5 million  pounds in  1994 from  1,020.4 million  pounds a  year  earlier.
Worldwide  average airfreight yield  decreased less than  2% or $.01  to $.87 in
1994 compared with a year earlier. Total operating expenses and selling, general
and administrative  expenses  increased  in  1994  compared  with  1993  largely
resulting from the increased volume of business.
 
     Domestic  U.S. operating  profit of $45.7  million for  1994 benefited from
volume increases compared to the prior year, a significant portion of which  was
from  increased shipping levels.  Such increases were aided  by a strong economy
and limited lift capacity available to forwarders. Higher volume, in part,  also
reflected  the impact  of the  24 day  Teamsters strike  in 1994.  Domestic U.S.
operating profit also benefited from growth in the market for heavy  airfreight,
increased  market share,  a shift  in mix  toward Burlington's  premium next-day
service, and, on  a per pound  basis, lower private  fleet, common carriage  and
cartage  costs.  Increased  capacity as  a  result  of the  fourth  quarter 1993
expansion of Burlington's airfreight  hub in Toledo, Ohio,  as well as the  1994
fleet  expansion  assisted  in  increasing  efficiency  and  provided additional
capacity in existing and new next morning markets. Gains from increased business
volume including  a  19% increase  in  domestic airfreight  weight  shipped  and
efficiencies  were partially offset by decreased average yields in 1994. Average
yields continue to reflect a highly competitive pricing environment.
 
     International operating results of $23.5 million in 1994 increased from the
1993 level.  These operations  benefited from  a 25%  increase in  international
airfreight  weight shipped, partially  offset by lower  yields, additional costs
incurred in connection  with offering  complete global  logistics services,  and
startup  costs  incurred in  providing services  in additional  foreign markets.
Although export  volumes increased  during 1994,  pricing for  U.S. exports  was
adversely impacted by competitive pricing.
 
     Operating  profit of Burlington increased $22.9 million to $38.0 million in
1993 from $15.1 million in 1992.  Worldwide revenues increased $97.8 million  or
11%  to $998.1  million in  1993 from  $900.3 million  in 1992.  The increase in
revenues primarily  reflects volume  increases only  partially offset  by  lower
average yields. Total airfreight weight shipped worldwide for 1993 increased 14%
to  1,020.4 million pounds from 893.0  million pounds in 1992. Worldwide average
airfreight yield decreased 3% or  $.03 to $.88 in  1993 compared to 1992.  Total
operating expenses increased, while selling, general and administrative expenses
decreased  in  1993  compared with  the  prior year.  Higher  operating expenses
resulting from the increased volume of business in 1993 were, however, favorably
impacted by increased
 
                                     VII-26

efficiency in private fleet operations achieved  as a result of a fleet  upgrade
to  DC8-71 aircraft replacing B707  aircraft, accomplished by lease transactions
at year-end 1992 and in early  1993. During the 1993 fourth quarter,  Burlington
also  completed a  30% expansion  of its  airfreight hub  in Toledo,  Ohio. This
expansion assisted  in increasing  efficiency, including  higher average  weight
shipped per container. Selling, general and administrative expenses in 1992 were
adversely  affected by charges for costs related to organizational downsizing in
both domestic and foreign operations.
 
     Domestic U.S. operating profit of $19.3 million in 1993 increased  compared
with  1992 largely  due to increased  volume and lower  transportation costs per
pound, partially  offset  by  decreased average  yields.  While  average  yields
decreased  in 1993  compared with 1992  reflecting a  highly competitive pricing
environment, market improvement was evident during  the last quarter of 1993  as
load factors increased.
 
     International operating results of $18.7 million in 1993 increased compared
with  results  in  1992.  These  operations benefited  from  a  16%  increase in
international weight shipped, however, such gains were partially offset by lower
yields.
 
FOREIGN OPERATIONS
 
     A portion  of the  Burlington  Group's financial  results is  derived  from
activities  in several foreign countries, each  with a local currency other than
the U.S.  dollar. Because  the financial  results of  the Burlington  Group  are
reported  in U.S. dollars, they are affected by  the changes in the value of the
various foreign  currencies  in relation  to  the U.S.  dollar.  The  Burlington
Group's international activity is not concentrated in any single currency, which
limits  the risks of foreign currency  rate fluctuation. In addition, these rate
fluctuations  may  adversely  affect  transactions  which  are  denominated   in
currencies  other than the  functional currency. The  Burlington Group routinely
enters into such transactions in the normal course of its business. Although the
diversity of  its  foreign operations  limits  the risks  associated  with  such
transactions,  the  Company, on  behalf of  the  Burlington Group,  uses foreign
currency  forward  contracts   to  hedge  the   risk  associated  with   certain
transactions  denominated  in  currencies other  than  the  functional currency.
Realized and unrealized  gains and losses  on these contracts  are deferred  and
recognized  as part of the specific  transaction hedged. In addition, cumulative
translation  adjustments  relating  to  operations  in  countries  with   highly
inflationary  economies are included  in net income,  along with all transaction
gains or losses for the period.
 
     Additionally, the Burlington  Group is subject  to other risks  customarily
associated   with  doing  business  in  foreign  countries,  including  economic
conditions, controls on repatriation  of earnings and capital,  nationalization,
expropriation  and other forms  of restrictive action  by local governments. The
future effects,  if  any,  of such  risks  on  the Burlington  Group  cannot  be
predicted.
 
CORPORATE EXPENSES
 
     A  portion of the  Company's corporate general  and administrative expenses
and other shared services has been allocated to the Burlington Group based  upon
utilization  and  other methods  and criteria  which  management believes  to be
equitable and a reasonable estimate of  the cost attributable to the  Burlington
Group.  These allocations were $3.5 million in the first nine months of 1995 and
1994 and $4.7 million,  $4.8 million and  $4.3 million in  1994, 1993 and  1992,
respectively.
 
OTHER OPERATING INCOME
 
     Other  operating income decreased $.4 million  to $1.8 million in the first
nine months of 1995 from  $2.2 million in the first  nine months of 1994.  Other
operating income increased $.4 million to $3.2 million in 1994 from $2.8 million
in  1993 and  increased $.9  million in  1993 from  $1.9 million  in 1992. Other
operating income  principally includes  foreign exchange  translation gains  and
losses,  and the changes for  the comparable periods are  due to fluctuations in
such gains and losses.
 
                                     VII-27

INTEREST INCOME
 
     Interest income increased $1.9  million to $3.0 million  in the first  nine
months  of 1995 from $1.1 million in the first nine months of 1994. The increase
is primarily attributed  to $1.9  million of additional  interest income  earned
from amounts owed by the Minerals Group in the first nine months of 1995.
 
INTEREST EXPENSE
 
     Interest  expense for 1994 decreased $2.3 million to $3.8 million from $6.1
million and in 1993 interest expense increased $2.6 million from $3.5 million  a
year  earlier. The  decrease in  1994 compared  with 1993  was primarily  due to
significantly lower average  borrowings, a  portion of which  resulted from  the
redemption  in  April  1994  of  the  Company's  9.2%  Convertible  Subordinated
Debentures.
 
OTHER INCOME (EXPENSE), NET
 
     Other net expense improved by $.6 million  to a net expense of $.9  million
in the first nine months of 1995 from a net expense of $1.5 million in the first
nine  months of 1994. In 1994, other net  expense increased by $1.5 million to a
net expense of $1.6 million in 1994 from $.1 million in 1993. In 1993 other  net
expense  improved by $.3 million from $.4  million in 1992. In first nine months
of 1994, $1.2 million of expenses was recognized on the Company's redemption  of
its  9.2%  Convertible  Subordinated  Debentures,  which  was  allocated  to the
Burlington Group. Other changes  for the comparable periods  are largely due  to
fluctuations in foreign translation losses.
 
INCOME TAXES
 
     In  1994  the provision  for income  taxes  exceeded the  statutory federal
income tax rate of 35%  primarily due to provisions  for state income taxes  and
goodwill  amortization, partially  offset by lower  taxes on  foreign income. In
1993 and 1992,  the provision for  income taxes exceeded  the statutory  federal
income  tax rate of 35% in 1993 and  34% in 1992 primarily because of provisions
for state income taxes and goodwill amortization.
 
FINANCIAL CONDITION
 
     A portion  of  the Company's  corporate  assets and  liabilities  has  been
attributed to the Burlington Group based upon utilization of the shared services
from which assets and liabilities are generated, which management believes to be
equitable  and a reasonable estimate of  the cost attributable to the Burlington
Group.
 
     Corporate assets which  were allocated  to the  Burlington Group  consisted
primarily  of pension  assets and  deferred income  taxes and  amounted to $49.1
million and $13.5 million at December 31, 1994 and 1993, respectively.
 
CASH FLOW PROVIDED BY OPERATING ACTIVITIES
 
     In the first  nine months  of 1995  operating activities  provided cash  of
$13.2  million, while operating activities provided cash of $76.9 million in the
first nine months  of 1994.  The decrease occurred  principally as  a result  of
additional  investment  in  working  capital  at  Burlington.  Such requirements
primarily reflected initial working capital  needs of recently acquired  foreign
subsidiaries,  a  relatively  larger  seasonal  volume  increase  and  increased
international revenues, which tend to have longer payment terms.
 
     Cash provided  by  operating activities  totaled  $103.8 million  in  1994,
increasing  from $45.3 million in  1993. The net increase  in 1994 compared with
1993 was due to the increase in net income in 1994 and a significant increase in
net cash  provided by  operating  assets and  liabilities. Cash  generated  from
operations  exceeded cash  requirements for  investing and  financing activities
including $55.7 million loaned to the Minerals Group and, as a result, cash  and
cash equivalents increased $5.1 million during 1994 to a year-end total of $18.4
million.
 
                                     VII-28

CAPITAL EXPENDITURES
 
     Cash  capital expenditures for the first  nine months of 1995 totaled $19.9
million.  For  the  full  year  1995,  capital  expenditures  are  projected  to
approximate  $40  million. Cash  capital expenditures  totaled $24.0  million in
1994. An additional  $1.0 million of  expenditures were made  for the year  1994
through capital and operating leases. A portion of the capital expenditures made
during  the  first nine  months  of 1995  included  expenditures to  support new
airfreight stations  and  implementation  of new  information  systems.  Capital
expenditures  were primarily for replacement  and maintenance of current ongoing
business operations.
 
     Cash capital expenditures during the first  nine months of 1995 and  during
the  year 1994  were funded  by cash  flow from  operating activities,  with any
shortfalls financed through the Company by borrowings under its revolving credit
agree ments or short-term borrowing arrangements, which were thereby  attributed
to the Burlington Group.
 
FINANCING
 
     Gross  capital expenditures in 1995 are currently expected to increase over
1994 levels.  The  increase is  expected  to result  largely  from  expenditures
supporting  new  airfreight  stations  and  implementation  of  new  information
systems. Capital expenditures in 1996 are estimated to approximate $40  million.
These  expenditures  will be  primarily  for maintenance  and  replacement, when
necessary, of current  business operations, including  information systems.  The
Burlington  Group  intends  to fund  such  expenditures through  cash  flow from
operating activities or through operating  leases if the latter are  financially
attractive.  Any  shortfalls will  be financed  through the  Company's revolving
credit agreements or  short-term borrowing arrangements  or borrowings from  the
Brink's Group or the Minerals Group.
 
     In  March 1994,  the Company entered  into a $350  million credit agreement
with a  syndicate  of  banks  (the  'New  Facility'),  replacing  the  Company's
previously  existing  $250  million  of  revolving  credit  agreements.  The New
Facility includes a $100 million term loan,  which matures in May 2000. The  New
Facility  also permits additional borrowings,  repayments and reborrowings of up
to an aggregate of $250 million until May 2000. Interest on borrowings under the
New Facility  is  payable at  rates  based  on prime,  certificate  of  deposit,
Eurodollar  or money market rates. At September  30, 1995 and December 31, 1994,
borrowings of $100 million were outstanding  under the term loan portion of  the
New  Facility. Additional borrowings under the remainder of the facility totaled
$7.0 million  and $9.4  million at  September 30,  1995 and  December 31,  1994,
respectively.  Of  the  total  amount  outstanding  under  the  New  Facility at
September 30, 1995 and  December 31, 1994, $23.4  million was attributed to  the
Burlington Group.
 
     Under  the terms of some of its debt instruments, the Company has agreed to
various restrictions relating  to the  payment of dividends,  the repurchase  of
capital  stock, the  maintenance of  consolidated net  worth, and  the amount of
additional funded debt which may be incurred. Allowable restricted payments  for
dividends  and stock repurchases aggregated $225  million at September 30, 1995.
Under the terms of the New Facility the Company has agreed to maintain at  least
$300  million of  Consolidated Net Worth,  as defined, and  can incur additional
indebtedness of approximately $400 million as of September 30, 1995.
 
DEBT
 
     Total debt outstanding for the  Burlington Group amounted to $76.4  million
at  September 30, 1995 and $51.6 million at year-end 1994. At September 30, 1995
and December 31, 1994, no portion of such debt was payable to either the Brink's
Group or the Minerals Group. During the first nine months of 1995 cash  required
for operating activities and investing activities was less than amounts received
from  the  Minerals Group,  and as  a  result, net  cash required  from external
borrowings totaled $15.9  million. During 1994,  cash generated from  operations
was  less  than  cash  requirements for  investing  activities  and  funding the
Minerals Group, and  as a  result, net  cash required  from external  borrowings
totaled $1.3 million.
 
                                     VII-29

RELATED PARTY TRANSACTIONS
 
     At  September 30, 1995, the Minerals  Group owed the Burlington Group $38.7
million, a $3.8  million decrease from  the $42.5 million  owed at December  31,
1994.
 
     At  September 30, 1995, the Burlington  Group owed the Minerals Group $19.2
million for tax benefits, of which $14.0  million is expected to be paid  within
one year.
 
OFF-BALANCE SHEET INSTRUMENTS
 
     The   Burlington  Group   utilizes  various   off-balance  sheet  financial
instruments, as discussed below, to hedge its foreign currency and other  market
exposures.  The risk  that counterparties to  such instruments may  be unable to
perform  is  minimized  by  limiting  the  counterparties  to  major   financial
institutions.  The  Burlington Group  does  not expect  any  losses due  to such
counterparty default.
 
     Foreign currency  forward  contracts --  The  Company enters  into  foreign
currency  forward contracts with a duration of 30  to 60 days as a hedge against
accounts payable  denominated  in various  currencies.  These contracts  do  not
subject  the Company to  risk due to  exchange rate movements  because gains and
losses on these contracts offset losses and gains on the payables being  hedged.
At  December  31, 1994,  the total  contract value  of foreign  currency forward
contracts outstanding was $7.4 million. As of  such date, the fair value of  the
foreign currency forward contracts was not significant.
 
     Fuel  contracts -- The Services Group has  hedged a portion of its jet fuel
requirements through a swap contract. At  December 31, 1994, the notional  value
of  the jet fuel swap, aggregating 12.5 million gallons, through March 31, 1995,
was $6.5 million. In  addition, the Company has  entered into several  commodity
option  transactions that are intended  to protect against significant increases
in jet fuel prices.  These transactions, aggregate 23.3  million gallons with  a
notional  value of $15.8  million and are applicable  throughout 1995 in amounts
ranging from 3.5 million gallons per month  in the first quarter of 1995 to  2.1
million  gallons per month in  the fourth quarter of  1995. The Company has also
entered into  a  collar  transaction  applicable to  7.2  million  gallons  that
provides  a minimum  and maximum per  gallon price. This  transaction is settled
monthly based upon the average of the high and low prices during each period.
 
     The fair value  of these  fuel hedge  transactions may  fluctuate over  the
course  of the contract period  due to changes in the  supply and demand for oil
and refined products. Thus, the economic  gain or loss, if any, upon  settlement
of  the contracts may differ from the fair  value of the contracts at an interim
date. At  December  31,  1994,  the  fair  value  of  these  contracts  was  not
significant.
 
     Interest  rate  contracts --  In connection  with  the aircraft  leasing by
Burlington in 1993, the Company entered into interest rate cap agreements. These
agreements have a notional amount of $60 million and cap the Company's  interest
rate  on certain aircraft leases at 8.5%  through April 1, 1996. At December 31,
1994, the fair value of these contracts was not significant.
 
CONTINGENT LIABILITIES
 
     Under the Coal  Industry Retiree Health  Benefit Act of  1992 (the  'Health
Benefit Act'), the Company and its majority-owned subsidiaries at July 20, 1992,
including  the  Burlington  Group  are jointly  and  severally  liable  with the
Minerals Group  and the  Brink's Group  for the  costs of  health care  coverage
provided  for by  that Act. For  a description of  the Health Benefit  Act and a
calculation of certain of such costs, see Note 13 to the Company's  consolidated
financial  statements. At this  time, the Company expects  the Minerals Group to
generate sufficient cash flow to discharge its obligations under the Act.
 
     In April 1990, the Company entered  into a settlement agreement to  resolve
certain  environmental  claims  against  the  Company  arising  from hydrocarbon
contamination at a petroleum terminal facility ('Tankport') in Jersey City,  New
Jersey,  which operations were sold in 1983. Under the settlement agreement, the
Company is  obligated  to  pay 80%  of  the  remediation costs.  Based  on  data
available  to  the  Company  and  its  environmental  consultants,  the  Company
estimates its  portion of  the  cleanup costs  on  an undiscounted  basis  using
existing technologies to be between $6.7 million and $14.1 million over a period
of  up to five years.  Management is unable to  determine that any amount within
that range is a
 
                                     VII-30

better estimate due to a variety  of uncertainties, which include the extent  of
the  contamination at the  site, the permitted  technologies for remediation and
the regulatory standards  by which the  cleanup will be  conducted. The  cleanup
estimates  have been modified in light of certain regulatory changes promulgated
in December 1994.

     The Company commenced insurance coverage litigation in 1990, in the  United
States  District Court  for the  District of  New Jersey,  seeking a declaratory
judgment that  all amounts  payable  by the  Company  pursuant to  the  Tankport
obligation were reimbursable under comprehensive general liability and pollution
liability  policies maintained by the Company. In August 1995 the District Court
ruled on various Motions for Summary Judgement. In its decision, the Court found
favorably for  the Company  on  several matters  relating to  the  comprehensive
general  liability policies but concluded  that the pollution liability policies
did not contain pollution coverage for  the types of claims associated with  the
Tankport  site. Management  and its outside  legal counsel  continue to believe,
however, that  recovery of  a  substantial portion  of  the cleanup  costs  will
ultimately  be probable of realization.  Accordingly, management is revising its
earlier belief that there is no  net liability for the Tankport obligation,  and
it  is the Company's belief that, based  on estimates of potential liability and
probable realization of insurance  recoveries, the Company  would be liable  for
approximately   $1.4  million  based   on  the  Court's   decision  and  related
developments of New Jersey law.

DIVIDENDS
 
     The Board intends to declare and pay dividends on Burlington Stock based on
the earnings, financial condition,  cash flow and  business requirements of  the
Burlington  Group. Since the Company remains subject to Virginia law limitations
on dividends and  to dividend restrictions  in its public  debt and bank  credit
agreements,  losses by the Minerals Group or  the Brink's Group could affect the
Company's ability  to  pay  dividends  in  respect  of  stock  relating  to  the
Burlington Group.
 
     In  January 1994, the Company  issued 161,000 shares or  $80.5 million of a
new series of convertible  preferred stock, which  is convertible into  Minerals
Stock,  to finance a  portion of a  coal acquisition. While  the issuance of the
preferred stock had  no effect on  the capitalization of  the Burlington  Group,
annual  cumulative dividends of $31.25 per  share of convertible preferred stock
are payable  quarterly,  in  cash, out  of  all  funds of  the  Company  legally
available  therefore, when,  as and  if declared  by the  Board, which commenced
March 1, 1994. Such stock also bears a liquidation preference of $500 per  share
plus an amount equal to accrued and unpaid dividends thereon.
 
PENDING ACCOUNTING CHANGE
 
     The Burlington Group is required to implement a new accounting standard for
long-lived  assets -- Statement  of Financial Accounting  Standards ('SFAS') No.
121 -- in 1996. SFAS No. 121  requires companies to utilize a two-step  approach
to  determining whether impairment of long-lived assets has occurred and, if so,
the amount of such impairment. The  Burlington Group has not yet determined  the
effect of adopting SFAS No. 121.
 
                                     VII-31

                                                                      ANNEX VIII
 
                              THE PITTSTON COMPANY
 
DESCRIPTION OF BUSINESSES
 
     As  used herein, the  'Company' includes The  Pittston Company ('Pittston')
and its direct and indirect subsidiaries,  except as otherwise indicated by  the
context.  The Company's reportable industry segments for 1994 are Burlington Air
Express, Brink's, BHS, Coal and Mineral  Ventures. See Note 16 to the  Company's
Consolidated  Financial Statements set forth in Annex IX hereto. The information
set forth with  respect to 'Business'  and 'Properties' is  as of September  30,
1995  except where an earlier or later  date is expressly stated. Nothing herein
should be considered as implying that such information is correct as of any date
other than September 30, 1995, except as so stated or indicated by the context.
 
     Activities relating to the Burlington segment are carried on by  Burlington
Air  Express Inc.  and its  subsidiaries and  certain affiliates  and associated
companies in foreign countries (together, 'Burlington'). Activities relating  to
the  Brink's  segment  (which  includes armored  car,  air  courier  and related
services) are  carried on  by  Brink's, Incorporated  and its  subsidiaries  and
certain  affiliates  and associated  companies  in foreign  countries (together,
'Brink's'). Activities relating  to the BHS  segment are carried  on by  Brink's
Home Security, Inc. ('BHS'). Activities relating to the Coal segment are carried
on  by certain subsidiaries (together, 'Coal operations') of the Company engaged
in the mining,  preparation and marketing  of bituminous coal,  the purchase  of
coal  for resale and  the sale and  leasing of coal  lands to others. Activities
relating to Mineral Ventures are carried on by Pittston Mineral Ventures Company
and its subsidiaries.
 
     The Company has a total of approximately 25,350 employees.
 
                            PITTSTON SERVICES GROUP
 
     Pittston Services Group (the 'Services Group') consists of the air  freight
and  logistics management  services of Burlington,  the armored  car business of
Brink's and the home security business of BHS.
 
                                   BURLINGTON
 
GENERAL
 
     Burlington  is   primarily  engaged   in  North   American  overnight   and
international  time definite air and  sea transportation, freight forwarding and
logistics management services and international customs brokerage. In conducting
its forwarding  business,  Burlington generally  picks  up or  receives  freight
shipments from its customers, consolidates the freight of various customers into
shipments  for  common  destinations,  arranges for  the  transportation  of the
consolidated freight to such destinations (using either commercial carriers  or,
in  the case of  most of its  domestic and Canadian  shipments, its own aircraft
fleet and  hub  sorting facility)  and,  at the  destinations,  distributes  the
consolidated  shipments  and effects  delivery  to consignees.  In international
shipments, Burlington also  frequently acts as  customs broker facilitating  the
clearance  of goods through customs at international points of entry. Burlington
provides transportation customers with logistics services and operates warehouse
and distribution facilities in several countries.
 
     Burlington specializes in highly  customized global freight forwarding  and
logistics  services. It has concentrated on  providing service to customers with
significant logistics needs, such as  manufacturers of computer and  electronics
equipment.  Burlington offers  its customers  a variety  of service  and pricing
alternatives for  their  shipments, such  as  overnight delivery  or  second-day
delivery  in North America. Worldwide, a  variety of ancillary services, such as
shipment tracking, inventory control and  management reports are also  provided.
Internationally,  Burlington offers  a similar  variety of  services with ocean,
door-to-door delivery and standard and expedited air freight services.
 
     Burlington provides air freight service  to all major United States  cities
as  well  as  most foreign  countries  through its  network  of company-operated
stations and agent locations in 117 countries.
 
                                     VIII-1

Burlington markets its  services primarily  through its direct  sales force  and
also  employs  other marketing  methods, including  print media  advertising and
direct mail  campaigns. The  pickup  and delivery  of freight  are  accomplished
principally by independent contractors.
 
     Burlington's  computer system,  ARGUS+'c', is  a satellite-based, worldwide
communications system which, among  other things, provides continuous  worldwide
tracking  and tracing of  shipments and various  data for management information
reports, enabling customers to improve efficiency and control costs.  Burlington
also  utilizes  an image  processing system  to  centralize airbill  and related
document storage  in  Burlington's  computer  for  automated  retrieval  by  any
Burlington  office.  Burlington  is  in the  process  of  developing  a positive
tracking system that will utilize bar code technology and hand-held scanners.
 
     Burlington's air  freight  business  has  tended to  be  seasonal,  with  a
significantly  higher volume  of shipments  generally experienced  during March,
June and the period August through November than during the other periods of the
year. The  lowest volume  of shipments  has generally  occurred in  January  and
February.
 
AIRCRAFT OPERATIONS
 
     Burlington  utilizes  a fleet  of  34 leased  aircraft  providing regularly
scheduled service  throughout  the United  States  and certain  destinations  in
Canada  from its freight sorting hub in Toledo, Ohio. Burlington's fleet is also
used for charters and  to serve other international  markets from time to  time.
The fleet and hub are primarily dedicated to providing reliable next-day service
for domestic and Canadian air cargo customers. At September 30, 1995, Burlington
utilized  15 DC8's (including  ten DC8-71 aircraft) and  two B727's under leases
for terms expiring between  1995 and 1999.  Seventeen additional cargo  aircraft
including two DC8-71 and six B727-200 aircraft were under lease at September 30,
1995,  for terms  of less  than two  years. Based  on the  current state  of the
aircraft leasing market,  Burlington believes that  it should be  able to  renew
these  leases or enter into  new leases on terms  reasonably comparable to those
currently in  effect. Pittston  has  guaranteed Burlington's  obligations  under
certain  of these leases covering six aircraft. The actual operation and routine
maintenance of the aircraft leased by Burlington is contracted out, normally for
two- to three-year terms, to  federally certificated operators which supply  the
pilots and other flight services.
 
     The  nightly  lift  capacity  in  operation  at  September  30,  1995,  was
approximately 2.4 million pounds,  calculated on an  average freight density  of
7.5  pounds per cubic foot. Burlington's  nightly lift capacity varies depending
upon the number  and type  of planes operated  by Burlington  at any  particular
time.  Including trucking capacity available  to Burlington, the aggregate cargo
capacity through the hub  at September 30, 1995,  was approximately 3.3  million
pounds.
 
     Under  its aircraft leases, Burlington is generally responsible for all the
costs  of  operating  and  maintaining  the  aircraft,  including  any   special
maintenance   or  modifications  which  may  be  required  by  Federal  Aviation
Administration ('FAA') regulations or orders. See 'Government Regulation' below.
In 1994, Burlington spent approximately $15 million on routine heavy maintenance
of its aircraft fleet. Burlington has made provision in its financial statements
for the expected costs associated with aircraft operations and maintenance which
it believes to be adequate; however, unanticipated maintenance costs or required
aircraft modifications could adversely affect Burlington's profitability.
 
     The average airframe  age of the  fleet leased by  Burlington under  leases
with  terms longer than two years is  28 years, although factors other than age,
such as cycles (i.e., numbers of  takeoffs and landings) can have a  significant
impact  on an aircraft's serviceability. Generally,  cargo aircraft tend to have
fewer cycles than passenger aircraft  over comparable time periods because  they
have fewer flights per day and longer flight segments.
 
     Fuel  costs  are a  significant  element of  the  total costs  of operating
Burlington's aircraft fleet. For each one  cent per gallon increase or  decrease
in  the price of jet fuel, Burlington's  airline operating costs may increase or
decrease approximately  $60,000 per  month. In  order to  protect against  price
increases  in jet  fuel, from  time to time  Burlington enters  into hedging and
other agreements, including swap contracts and options.
 
                                     VIII-2

     Fuel prices are subject to the world, as well as local, market  conditions.
It is not possible to predict the impact of future conditions on fuel prices and
fuel  availability.  Competition  in the  airfreight  industry is  such  that no
assurance can be given that any future increases in fuel costs (including  taxes
relating thereto) will be recoverable in whole or in part from customers.
 
     Burlington  has  a lease  expiring in  October  2013 with  the Toledo-Lucas
County Port Authority covering  its freight sorting  hub and related  facilities
(the  'Hub') at  Toledo Express  Airport in  Ohio. The  Hub consists  of various
facilities, including a technologically advanced material handling system  which
is capable of sorting approximately one million pounds of freight per hour.
 
CUSTOMERS
 
     Burlington's  domestic  and  foreign customer  base  includes  thousands of
industrial and commercial shippers, both large and small. Burlington's  customer
base includes major companies in the automotive, computer, electronics, fashion,
pharmaceutical  and other industries where rapid delivery of high-value products
is required. In 1994,  Burlington's largest single  customer accounted for  less
than  3% of  its total worldwide  revenues. Burlington does  not have long-term,
noncancellable contracts with any of its customers.
 
COMPETITION
 
     The air and sea freight forwarding  and logistics industry has been and  is
expected to remain highly competitive. The principal competitive factors in both
domestic   and  international  markets   are  price,  the   ability  to  provide
consistently fast and reliable delivery of shipments and the ability to  provide
ancillary  services  such as  warehousing,  distribution, shipment  tracking and
sophisticated  information  systems  and  reports.  There  is  aggressive  price
competition in the domestic air freight market, particularly for the business of
high  volume  shippers. Burlington  competes with  other integrated  air freight
companies that  operate  their  own  aircraft,  as  well  as  with  air  freight
forwarders,   express   delivery   services,   passenger   airlines   and  other
transportation companies. Domestically,  Burlington also  competes with  package
delivery   services  provided  by  ground  transportation  companies,  including
trucking firms and surface freight forwarders, which offer specialized overnight
services within limited geographical areas. As a freight forwarder to, from  and
within  international markets, Burlington also competes with government-owned or
subsidized  passenger  airlines  and  ocean  shipping  companies.  In  logistics
services, Burlington competes with many third party logistics providers.
 
GOVERNMENT REGULATION
 
     The  air transportation industry is subject to Federal regulation under the
Federal Aviation Act  of 1958,  as amended, and  pursuant to  that statute,  the
Department  of  Transportation ('DOT')  may  exercise regulatory  authority over
Burlington.  Although  Burlington  itself  is  exempt  from  most  DOT  economic
regulations  because  it  is an  air  freight  forwarder, the  operation  of its
aircraft is subject directly or  indirectly to FAA airworthiness directives  and
other  safety  regulations and  its Toledo,  Ohio,  hub operations  are directly
affected by the FAA.
 
     Federal  statutes  authorize   the  FAA,   with  the   assistance  of   the
Environmental  Protection Agency ('EPA'), to establish aircraft noise standards.
Under the National Emissions Standards Act of 1967, as amended by the Clean  Air
Act  Amendments of  1970, and the  Airport Noise  and Capacity Act  of 1990 (the
'Noise Act'), the administrator  of the EPA is  authorized to issue  regulations
setting  forth standards for aircraft emissions. Although the Federal government
generally regulates aircraft noise, local  airport operators may, under  certain
circumstances,   regulate   airport   operations   based   on   aircraft   noise
considerations. If airport  operators were  to restrict  arrivals or  departures
during  certain nighttime  hours to  reduce or  eliminate air  traffic noise for
surrounding home areas at airports  where Burlington's activities are  centered,
Burlington would be required to serve those airports with Stage III equipment.
 
     The  Noise Act  requires that aircraft  not complying with  Stage III noise
limits be phased out by December  31, 1999. The Secretary of Transportation  may
grant  a waiver if it is in the public  interest and if the carrier has at least
85% of its aircraft in compliance with  Stage III noise levels by July 1,  1999,
and  has a plan with firm orders for making all of its aircraft comply with such
noise levels not later than
 
                                     VIII-3

December 31, 2003. No waiver  may permit the operation  of Stage II aircraft  in
the United States after December 31, 2003.
 
     The  Noise Act requires  the FAA to promulgate  regulations setting forth a
schedule for the  gradual phase-out of  Stage II aircraft.  The FAA has  adopted
rules  requiring  each 'U.S.  operator' to  reduce  the number  of its  Stage II
aircraft by 25% by the end of 1994, by 50% by the end of 1996, and by 75% by the
end of 1998.
 
     The Noise Act imposes  certain conditions and  limitations on an  airport's
right  to impose  new noise  or access  restrictions on  Stage II  and Stage III
aircraft but  exempts  present  and  certain  proposed  regulations  from  those
requirements.
 
     Twelve  of the  17 aircraft  in Burlington's  fleet held  under longer term
leases  now  comply  with  the  Stage  III  limits.  Through  1999,   Burlington
anticipates either modifying or hush-kitting two DC8-63 aircraft which currently
do  not comply with  Stage III limits,  leasing additional aircraft  that do not
meet Stage III  limits and hush-kitting  such planes as  required, or  acquiring
aircraft  that meet Stage III noise standards. Burlington projects that the cost
of modifying or hush-kitting the  remaining aircraft with remaining lease  terms
of  more than two years in its fleet  would range from $5 million to $10 million
in the aggregate. In the event that additional expenditures would be required or
costs were to be incurred  at a rate faster  than expected, Burlington could  be
adversely affected. Ten of the DC8 cargo aircraft leased by Burlington have been
re-engined with CFM 56-2C1 engines which comply with Stage III noise standards.
 
     Ground  transportation and  logistics services  provided by  Burlington are
generally  exempt  from  regulation  by  the  Interstate  Commerce   Commission.
Burlington, however, is subject to various other requirements and regulations in
connection  with the operation  of its motor  vehicles, including certain safety
regulations promulgated by DOT and state agencies.
 
INTERNATIONAL OPERATIONS
 
     Burlington's international operations  accounted for  approximately 53%  of
its  revenues in 1994. Included in international operations are export shipments
from the United States.
 
     Burlington is continuing  to develop import/export  and logistics  business
between  shippers  and consignees  in countries  other  than the  United States.
Burlington currently serves most foreign countries,  117 of which are served  by
Burlington's   network  of   company-operated  stations   and  agent  locations.
Burlington has  agents and  sales representatives  in many  overseas  locations,
although   such  agents  and  representatives  are  not  subject  to  long-term,
noncancellable contracts.
 
     A significant portion  of Burlington's  financial results  is derived  from
activities  in several foreign countries, each  with a local currency other than
the U.S. dollar.  Because the financial  results of Burlington  are reported  in
U.S.  dollars, they  are affected  by the  changes in  the value  of the various
foreign currencies in  relation to the  U.S. dollar. Burlington's  international
activity  is not concentrated in any single  currency, which limits the risks of
foreign rate fluctuation.  In addition, foreign  currency rate fluctuations  may
adversely affect transactions which are denominated in currencies other than the
functional  currency. Burlington routinely enters  into such transactions in the
normal course of its business. Although the diversity of its foreign  operations
limits  the  risks associated  with such  transactions, Burlington  uses foreign
exchange  forward  contracts   to  hedge  the   risk  associated  with   certain
transactions  denominated in currencies  other than the  functional currency. In
addition,  Burlington  is  subject  to  the  risks  customarily  attendant  upon
operations  owned by  United States  companies in  countries outside  the United
States,  including  local  economic  conditions,  controls  on  repatriation  of
earnings   and  capital,  nationalization,  expropriation  and  other  forms  of
restrictive action by  local governments. The  future effects of  such risks  on
Burlington cannot be predicted.
 
EMPLOYEE RELATIONS
 
     Burlington   and  its  subsidiaries   have  approximately  6,500  employees
worldwide, of whom about 1,500 are classified as part-time. Approximately 175 of
these employees (principally customer service, clerical and/or dock workers)  in
Burlington's   stations  at  John  F.   Kennedy  Airport,  New  York;  Secaucus,
 
                                     VIII-4

New Jersey; Minneapolis, Minnesota; and Toronto, Canada are represented by labor
unions, which in most cases are affiliated with the International Brotherhood of
Teamsters. The collective bargaining  agreements covering such employees  expire
at  various times in 1995 and 1996. Burlington has not experienced any strike or
work stoppage to date in 1995 and considers its employee relations satisfactory.
 
     Substantially all  of  Burlington's  cartage operations  are  conducted  by
independent  contractors, and the flight crews for its aircraft are employees of
the independent airline companies which operate such aircraft.
 
PROPERTIES
 
     Burlington operates 258 (113 domestic and 145 international) stations  with
Burlington  personnel,  and  has  agency agreements  at  an  additional  230 (57
domestic and  173  international)  stations. These  stations  are  located  near
primary  shipping  areas,  generally at  or  near  airports. Burlington-operated
stations, which generally include office  space and warehousing facilities,  are
located in 47 states and Puerto Rico. Burlington-operated facilities are located
in  26  countries. Most  stations  serve not  only the  city  in which  they are
located, but  also  nearby  cities and  towns.  Nearly  all  Burlington-operated
stations  are held under lease.  The Hub in Toledo, Ohio,  is held under a lease
expiring in 2013,  with rights  of renewal  for three  five-year periods.  Other
facilities, including the corporate headquarters in Irvine, California, are held
under leases having terms of one to ten years.
 
     Burlington  owns or  leases, in  the United States  and Canada,  a fleet of
approximately 230 automobiles as well as 166 vans and trucks utilized in station
work  or  for  hauling  freight  between  airport  facilities  and  Burlington's
stations.
 
                                    BRINK'S
 
GENERAL
 
     The major activities of Brink's are contract-carrier armored car, automated
teller  machine ('ATM'),  air courier, coin  wrapping, and  currency and deposit
processing services. Brink's serves customers through 145 branches in the United
States and 39 branches in Canada. Service is also provided through subsidiaries,
affiliates and associated companies  in 45 countries  outside the United  States
and  Canada.  These international  operations  contributed approximately  40% of
Brink's total  reported 1994  operating profit.  Brink's ownership  interest  in
these  companies varies from  approximately 5% to 100%;  in some instances local
laws limit the extent of Brink's interest.
 
     Representative  customers   include   banks,   commercial   establishments,
industrial  facilities, investment  banking and  brokerage firms  and government
agencies. Brink's provides its individualized services under separate  contracts
designed  to meet the  distinct transportation and  security requirements of its
customers. These contracts are usually for an initial term of one year or  less,
but generally continue in effect thereafter until canceled by either party.
 
     Brink's   armored  car  services  include   transportation  of  money  from
industrial  and   commercial   establishments   to  banks   for   deposit,   and
transportation  of money,  securities and  other negotiable  items and valuables
between  commercial  banks,  Federal  Reserve  Banks  and  their  branches   and
correspondents, and brokerage firms. Brink's also transports new currency, coins
and  precious metals for the United States  Mint, the Federal Reserve System and
the Bank  of  Canada. For  transporting  money  and other  valuables  over  long
distances, Brink's offers a combined armored car and air courier service linking
many cities in the United States and abroad. Brink's does not own or operate any
aircraft,  but uses regularly scheduled or chartered aircraft in connection with
its air courier services.
 
     In addition  to  its armored  car  pickup and  delivery  services,  Brink's
provides payroll services, change services, coin wrapping services, currency and
deposit  processing services, automated teller  machine services, safes and safe
control services, check cashing  and pickup and delivery  of valuable air  cargo
shipments.  In  certain  geographic  areas  Brink's  transports  canceled checks
between banks  or between  a clearing  house and  its member  banks. Brink's  is
developing a product called CompuSafe'tm'
 
                                     VIII-5

designed  to streamline  the handling  and management  of cash  receipts for the
convenience store and gas station market.  Pilot tests are under way in  several
test markets in the United States.
 
     Brink's operates a worldwide specialized diamond and jewelry transportation
business  and has offices in the major diamond and jewelry centers of the world,
including Antwerp, Tel Aviv, Hong Kong, New York, Bombay and Tokyo.
 
     A  wholly  owned  subsidiary,  Brink's  SFB  Solutions,  Inc.,  operates  a
business, acquired in 1992, that develops highly flexible deposit processing and
vault management software systems for the financial service industry and its own
locations.  Brink's offers  a total  processing package  and the  ability to tie
together a full range of  cash vault, ATM, transportation, storage,  processing,
inventory   management  and  reporting  services.   Brink's  believes  that  its
processing and information capabilities  differentiate its currency and  deposit
processing services from its competitors and enable Brink's to take advantage of
the  trend  by banks,  retail business  establishments  and others  to outsource
vaulting and cash room operations.
 
     Brink's activities  outside  of  North America  are  organized  into  three
regions:  Europe,  Latin  America  and  Asia/Pacific.  In  Europe  wholly  owned
subsidiaries of Brink's operate in Switzerland and the United Kingdom and in the
diamond and jewelry business in Belgium,  Italy and the United Kingdom.  Brink's
has a 70% interest in a subsidiary in Israel, a 65% general partnership interest
in  Brink's-Nedlloyd  VOF  in  the  Netherlands and  a  majority  interest  in a
subsidiary in Greece. Brink's also has ownership interests ranging from 24.5% to
50% in affiliates operating in Belgium, France, Germany, Ireland, Italy,  Jordan
and  Luxembourg. In Latin America a  wholly owned subsidiary operates in Brazil.
Brink's owns a 60% interest in subsidiaries in Chile and Bolivia, 50.5% interest
in a subsidiary in Columbia  and a 20% interest  in a Mexican company,  Servicio
Pan  Americano de  Proteccion, S.A., which  operates one of  the world's largest
security transportation services with over 1,700 armored vehicles. Brink's  also
has  ownership  interests ranging  from  5% to  49%  in affiliates  operating in
Panama, Peru and Venezuela. In the Asia/Pacific region a wholly owned subsidiary
of Brink's operates  in Australia,  and majority owned  subsidiaries operate  in
Hong  Kong,  Japan  and  Singapore.  Brink's  also  has  minority  interests  in
affiliates in India, Pakistan  and Thailand and a  50% ownership interest in  an
affiliate in Taiwan.
 
COMPETITION
 
     Brink's is the oldest and largest armored car service company in the United
States  and  most of  the countries  it operates  in. The  foreign subsidiaries,
affiliates and  associates of  Brink's  compete with  numerous armored  car  and
courier  service companies  in many  areas of  operation. In  the United States,
Brink's presently competes  with two companies  which operate numerous  branches
nationally  and with many regional and smaller local companies. Brink's believes
that its  service,  high  quality  insurance  coverage  and  company  reputation
(including  the name 'Brink's') are  important competitive factors. However, the
cost of service  is in many  instances the controlling  factor in obtaining  and
retaining  customers.  While Brink's  cost  structure is  generally competitive,
certain competitors of Brink's have lower  costs primarily as a result of  lower
wage and benefit levels.
 
     See also 'Government Regulation' below.
 
SERVICE MARK, PATENTS AND COPYRIGHTS
 
     Brink's is a registered service mark of Brink's, Incorporated in the United
States  and  in certain  foreign countries.  The  Brink's mark  and name  are of
material significance to Brink's business. Brink's owns patents with respect  to
certain  coin sorting  and counting machines  and armored  truck design. Brink's
holds copyrights on certain software systems developed by Brink's.
 
INSURANCE
 
     Brink's carries  insurance coverage  for losses.  Insurance policies  cover
liability  for loss of various  types of property entrusted  to Brink's from any
cause except war and nuclear risk.  The various layers of insurance are  covered
by different groups of participating underwriters. Such insurance is obtained by
 
                                     VIII-6

Brink's  at rates and upon terms  negotiated periodically with the underwriters.
The loss  experience of  Brink's and,  to some  extent, other  armored  carriers
affects  premium  rates  charged  to Brink's.  A  significant  hardening  of the
insurance market  coupled with  industry  loss experience  in recent  years  has
resulted  in  premium  increases.  The  availability  of  quality  and  reliable
insurance coverage is an  important factor in the  ability of Brink's to  obtain
and retain customers. Quality insurance is available to Brink's in major markets
although  the premiums charged  are subject to  fluctuations depending on market
conditions. Less expensive  armored car  and air courier  all-risk insurance  is
available,   but  these   policies  typically   contain  unacceptable  operating
warranties and limited customer protection.
 
GOVERNMENT REGULATION
 
     As an interstate carrier,  Brink's is subject to  regulation in the  United
States by the Interstate Commerce Commission ('ICC'). ICC jurisdiction includes,
among other things, authority over the issuance of operating rights to transport
various commodities. The operations of Brink's are also subject to regulation by
the  United  States  Department  of Transportation  with  respect  to  safety of
operation and equipment. Intrastate and  intraprovince operations in the  United
States  and Canada are subject  to regulation by state  and by Canadian Dominion
and provincial regulatory  authorities. Recent federal  legislation may  further
ease  entry requirements for armored car and other companies in domestic markets
by essentially  limiting  ICC  and  State oversight  to  issues  of  safety  and
financial responsibility.
 
EMPLOYEE RELATIONS
 
     Brink's  has  approximately  8,100 employees  in  North  America (including
approximately 3,000 classified  as part-time employees),  of whom  approximately
60%  are members of armored car crews. Brink's has approximately 6,900 employees
outside North  America. In  the  United States,  two  locations are  covered  by
collective  bargaining agreements. At September 30, 1995, Brink's was a party to
two United States  and thirteen Canadian  collective bargaining agreements  with
various  local unions covering approximately 1,250  employees, most of whom (for
the most part members of unions affiliated with the International Brotherhood of
Teamsters)  are  employees  in  Canada.  Negotiations  are  continuing  for  one
agreement  that expired in 1994. One agreement expired in 1995 and the remainder
will expire thereafter.
 
     Brink's experienced a nine-week  strike in British  Columbia in 1994  which
was settled on favorable terms. Brink's experienced a five day strike in Ontario
in 1995 which was settled on favorable terms. Brink's believes that its employee
relations are generally satisfactory.
 
PROPERTIES
 
     Brink's  owns 24  branch offices  and holds  under lease  an additional 185
branch offices, located in 38 states, the District of Columbia, the Commonwealth
of Puerto  Rico and  nine Canadian  provinces. Such  branches generally  include
office  space and garage  or vehicle terminals,  and serve not  only the city in
which they are located but also nearby cities. Brink's corporate headquarters in
Darien, Connecticut, is held under a lease  expiring in 2000, with an option  to
renew  for  an  additional five-year  period.  The leased  branches  include 100
facilities held under long-term leases, while the remaining 85 branches are held
under short-term leases or month-to-month tenancies.
 
     Brink's owns  or leases,  in the  United States  and Canada,  approximately
1,800  armored  vehicles, 230  panel  trucks and  225  other vehicles  which are
primarily service cars. In addition, approximately 3,100 Brink's-owned safes are
located on customers'  premises. The  armored vehicles  are of  bullet-resistant
construction and are specially designed and equipped to afford security for crew
and  cargo. Brink's subsidiaries and affiliated and associated companies located
outside the  United  States  and  Canada  operate  approximately  4,300  armored
vehicles.
 
                                     VIII-7

                                      BHS
 
GENERAL
 
     BHS  is engaged  in the  business of  installing, servicing  and monitoring
electronic  security   systems   primarily  in   owner-occupied,   single-family
residences.  At  September 30,  1995, BHS  was monitoring  approximately 361,000
systems, including approximately 59,000 new subscribers since December 31, 1994,
and was servicing 50 metropolitan areas  in 29 states, the District of  Columbia
and Canada. Three of these areas were added during 1995.
 
     BHS  markets its alarm systems primarily through media advertising, inbound
telemarketing and a direct sales force. BHS also markets its systems directly to
home builders and has entered into several contracts which extend through 1995.
 
     BHS employees  install and  service the  systems from  local BHS  branches.
Subcontractors  are utilized in some service areas. BHS does not manufacture any
of the  equipment used  in  its security  systems;  instead, it  purchases  such
equipment from a small number of suppliers. Equipment inventories are maintained
at each branch office.
 
     BHS's  security  system consists  of sensors  and  other devices  which are
installed at  a  customer's  premises.  The  equipment  is  designed  to  signal
intrusion, fire and medical alerts. When an alarm is triggered, a signal is sent
by  telephone line to  BHS's central monitoring station  near Dallas, Texas. The
monitoring station has been designed and constructed to meet the  specifications
of  Underwriters' Laboratories,  Inc. ('UL')  and is  UL listed  for residential
monitoring. A backup monitoring center  in Arlington, Texas, protects against  a
catastrophic  event  at  the  primary  monitoring center.  In  the  event  of an
emergency, such as fire, flood, major interruption in telephone service, or  any
other  calamity  affecting the  primary facility,  monitoring operations  can be
transferred to the backup facility.
 
     BHS's alarm service contracts  contain provisions limiting BHS's  liability
to  its customers. Courts have,  from time to time,  upheld such provisions, but
there can be  no assurance that  the limitations contained  in BHS's  agreements
will be enforced according to their terms in any or all cases. The nature of the
service  provided by  BHS potentially exposes  it to greater  risks of liability
than may be borne by other service businesses. However, BHS has not  experienced
any  major liability losses.  BHS carries insurance  of various types, including
general liability and errors and omissions insurance, to protect it from product
deficiencies and negligent  acts of  its employees. Certain  of BHS's  insurance
policies  and the laws of  some states limit or  prohibit insurance coverage for
punitive or certain other kinds of damages arising from employees' misconduct.
 
REGULATION
 
     BHS and  its personnel  are subject  to various  Federal, state  and  local
consumer  protection, licensing and  other laws and  regulations. BHS's business
relies upon the  use of telephone  lines to communicate  signals, and  telephone
companies  are currently  regulated by both  the Federal  and state governments.
BHS's wholly owned Canadian subsidiary, Brink's Home Security Canada Limited, is
subject to the laws of Canada, British Columbia and Vancouver. The alarm service
industry has experienced a high incidence  of false alarms in some  communities,
including  communities  in  which  BHS  operates.  This  has  caused  some local
governments to impose assessments, fines  and penalties on subscribers of  alarm
companies  (including BHS) based upon the number of false alarms reported. There
is a  possibility that  at some  point  some police  departments may  refuse  to
respond  to  calls from  alarm companies  which  would necessitate  that private
response forces be used to respond to alarm signals. Regulation of  installation
and  monitoring of fire detection devices has also increased in several markets.
Since these false alarms are  generally not attributable to equipment  failures,
BHS does not anticipate any significant capital expenditures will be required as
a result thereof.
 
COMPETITION
 
     BHS  competes in many  of its markets with  numerous small local companies,
regional companies and several large national firms. BHS believes that it is one
of the leading firms engaged in the business
 
                                     VIII-8

of installing,  servicing  and monitoring  electronic  security systems  in  the
single-family  home marketplace. BHS  offers a lower initial  price than many of
its competitors, although, in recent  years competition has greatly  intensified
in all of BHS markets. Several significant competitors offer installation prices
which  match  or are  less than  BHS prices;  however, many  of the  small local
competitors  in  BHS   markets  continue  to   charge  significantly  more   for
installation.  The regional telecommunication companies could become significant
competitors in the home security business, depending on regulatory  developments
affecting those companies. BHS believes that the quality of its service compares
favorably  with  that provided  by  competitors and  that  the Brink's  name and
reputation also provide an important competitive advantage.
 
EMPLOYEES
 
     BHS has  approximately  1,550 employees,  none  of  whom is  covered  by  a
collective  bargaining agreement. BHS  believes that its  employee relations are
satisfactory.
 
PROPERTIES
 
     BHS operates from  41 leased  offices and warehouse  facilities across  the
United  States. All premises  protected by BHS alarm  systems are monitored from
its central monitoring station in suburban Dallas  which is held by BHS under  a
lease   expiring  in   1996.  The   adjacent  National   Support  Center,  where
administrative, technical,  and  marketing  services are  performed  to  support
branch  operations, is also held  under a lease expiring  in 1996. The lease for
the backup monitoring center in Arlington,  Texas, expires in 1998. BHS  retains
ownership  of  nearly  all  the approximately  361,000  systems  currently being
monitored. When a current customer cancels  the monitoring service and does  not
move,  it is BHS's  policy to temporarily  disable the system  and not incur the
cost of retrieving it (at which point any remaining book value of the  equipment
is  written  off).  Retaining  ownership  prevents  another  alarm  company from
providing services  using BHS  security equipment.  On the  other hand,  when  a
current customer cancels the monitoring service because of a move, the retention
of  ownership  of  the equipment  facilitates  the marketing  of  the monitoring
service to the new homeowner. BHS leases all the vehicles used for  installation
and servicing of its security systems.
 
                            PITTSTON MINERALS GROUP
 
     Pittston  Minerals Group (the 'Minerals Group') is primarily engaged in the
mining, preparation and marketing of coal,  the purchase of coal for resale  and
the  sale or leasing  of coal lands  to others through  its Coal operations. The
Minerals Group also  explores for and  acquires mineral assets  other than  coal
through  its Pittston Mineral Ventures  Company ('Mineral Ventures') operations,
although revenues  from such  activities  currently represent  less than  2%  of
Minerals Group revenues.
 
                                COAL OPERATIONS
 
GENERAL
 
     Coal  operations  produces  coal  from  approximately  23  company-operated
surface and deep mines located in Virginia, West Virginia, eastern Kentucky  and
Ohio  for consumption in the steam and metallurgical markets. Steam coal is sold
primarily to utilities and  industrial customers located  in the eastern  United
States. Metallurgical coal is sold to steel and coke producers primarily located
in Japan, Korea, the United States, Europe, the Mediterranean basin and Brazil.
 
     Coal operations' strategy is to develop its business as a low-cost producer
of  steam coal and to  maintain its presence in  the metallurgical coal markets.
Coal operations  has substantial  reserves  of low  sulphur  coal which  can  be
produced  primarily from surface mines. Steam coal is sold primarily to domestic
utility  customers  through  long-term  contracts  which  have  the  effect   of
moderating  the impact of  short-term market conditions. Most  of the steam coal
consumed in  the United  States  is used  to  generate electricity.  Coal  fuels
approximately  500  of the  nation's 3,000  electric  power plants,  with larger
facilities consuming more than 10,000 tons of coal daily. In 1993 coal accounted
for approximately 56%
 
                                     VIII-9

of the electricity generated by  the electric utility industry having  increased
from  approximately 54%  in 1983.  Given the  absence of  any new  nuclear power
plants under construction  and the impact  of certain environmental  legislation
mandating lower sulphur emissions by power plants, Coal operations believes that
its  production of  low sulphur  steam coals  should be  well matched  to market
dynamics. In addition, reduction in  governmental subsidies for coal  production
in  Europe may provide  opportunities for Coal operations  to utilize its export
infrastructure to penetrate this market as well. This year, Coal operations will
make its first export steam shipments into Europe since the early 1980's.
 
     By contrast,  the market  for  metallurgical coal,  for  most of  the  past
fifteen  years,  has  been  characterized  by  weak  demand  from  primary steel
producers and intense competition from foreign coal producers, especially  those
in  Australia and  Canada who  had benefited over  this period  from a declining
currency  value  versus  the  U.S.  dollar,  since  coal  sales  contracts   are
denominated  in U.S. dollars.  Metallurgical coal sales  contracts typically are
subject to annual price  renegotiation, which increases  the exposure to  market
forces.  Nonetheless, it appears  that beginning in late  1994 reductions in the
supply of  metallurgical coal  and improved  operating rates  for primary  steel
producers  in Japan and  Europe have improved  the current supply-demand balance
for metallurgical  coal, and  have  created some  current shortages  of  certain
high-quality  mid-volatile metallurgical coals. Coal  operations achieved a more
than $4 per ton increase on pricing with its principal metallurgical export coal
customers for the contract year beginning  April 1, 1995. These price  increases
have  the effect of realigning pricing to  levels in effect prior to last year's
unusually large  decline. Coal  operations, given  its significant  reserves  of
metallurgical  coal,  long term  customer  relations and  export infrastructure,
expects to maintain its presence in the metallurgical coal business.
 
     Since 1986, Coal operations has pursued its strategy through a  combination
of:  (i) selected acquisitions of steam coal assets and related sales contracts;
(ii) development of lower-cost surface mines; and (iii) divestiture and closures
of uneconomical coal mining operations. For example, since 1993, Coal operations
has opened  three  large  surface  mines  in  the  vicinity  of  its  Rum  Creek
preparation  and loading complex in West Virginia and has upgraded that facility
to load  10,000 ton  unit-trains in  four  hours. The  three mines  and  loading
facility  have  the  capability of  producing,  blending and  loading  over five
million tons of steam coal annually. In March of 1992, Coal operations  acquired
from  Addington  Resources, Inc.('Addington')  for  $42.7 million  in  cash, two
long-term contracts  to  supply steam  coal  to a  utility  as well  as  certain
highwall  mining  systems. Subsequently,  in  January of  1994,  Coal operations
acquired substantially  all of  the remaining  coal mining  operations and  coal
sales  contracts of  Addington, which generated  8.2 million tons  of annual low
sulphur steam coal  production in 1994  and 4.9 million  tons through the  first
nine  months of 1995. In addition,  the acquisition provides additional reserves
of surface mineable  low sulphur  coal. The  sales contracts  acquired, some  of
which  continue in  excess of  five years,  provide a  broader base  of domestic
utility customers.
 
     In 1992, Coal operations sold Sewell Coal Company, which had conducted deep
mine metallurgical coal  operations, and  sold certain other  coal reserves  and
coal  lands; in February 1993 Coal operations  sold a coal preparation plant and
related interests in land, equipment and facilities in Stone, Kentucky, as  well
as  certain  coal lands  and mining  rights for  $24 million  in cash  and other
property. In early 1995, Coal operations closed its McClure River longwall  mine
and  preparation facility which  had produced metallurgical  coal for the export
market. The significant investment required to  maintain this mine could not  be
justified  given the uncertain nature of the metallurgical coal market. In March
1995, Coal operations sold to Zither Mining certain Upper Freeport and  Redstone
coal  reserves  for  $4.8  million in  cash  and  a note.  Also,  in  June 1995,
substantially all of  the Kentland-Elkhorn Coal  Corporation coal reserves  were
surrendered  back to the lessor, Kentucky Berwind, in return for $5.4 million in
cash and  a note.  In August  1995, the  original four  highwall mining  systems
acquired in March 1992 were sold.
 
     As a result of such strategic activities, Coal operations' steam coal sales
as a percentage of total coal sales have risen from approximately 35% in 1985 to
65%  for  the period  ending  September 30,  1995.  Coal operations'  total coal
production from surface  mines as a  percentage of Coal  operations' total  coal
production  has grown from approximately  2% in 1985 to  69% as of September 30,
1995.
 
                                    VIII-10

PRODUCTION
 
     The following table indicates the approximate tonnage of coal purchased and
produced by the Coal operations in the first nine months of 1995, and the  years
ended December 31, 1994, 1993 and 1992:

                                              NINE MONTHS ENDED      YEAR ENDED DECEMBER 31
                                                SEPTEMBER 30       --------------------------
                                                    1995            1994      1993      1992
                                              -----------------    ------    ------    ------
                                                              (IN THOUSANDS)

Produced:
     Deep..................................          3,025          4,857     7,061     8,642
     Surface...............................         10,272         15,107     7,492     5,804
     Contract..............................          1,500          2,364     2,521     2,792
                                                   -------         ------    ------    ------
                                                    14,797         22,328    17,074    17,238
Purchased..................................          4,791          5,826     4,533     3,607
                                                   -------         ------    ------    ------
          Total............................         19,588         28,154    21,607    20,845
                                                   -------         ------    ------    ------
                                                   -------         ------    ------    ------

     Of  the coal production  through September 30,  1995, approximately 35% was
produced for sale as metallurgical coal and  65% was produced for sale as  steam
coal.
 
     In  April 1993,  Coal operations  commenced production  at its  $15 million
Tower Mountain  surface mine  in  Logan County,  West Virginia,  employing  many
former  underground miners  who were  retrained to  operate large  scale surface
equipment. Operating under a mining plan known as mountaintop removal, the Tower
Mountain mine utilizes 150 ton trucks to remove rock and overburden and  uncover
coal  at a low cost. In the nine months ended September 30, 1995, this operation
produced 1.6 million tons of coal.
 
     Building on the success of Tower  Mountain, Coal operations in 1994  opened
two  additional surface mines, Boardtree and  Bandmill, in the same general area
of West Virginia,  also employing retrained  underground miners. Taken  together
these  three mines, when  in full production,  have the ability  to produce over
five million tons  annually of low  sulphur steam coal.  The coal produced  from
these  mines will be shipped from the  Rum Creek loading facility which is being
upgraded at the  cost of $6.8  million to load  10,000 ton unit  trains in  four
hours,  thereby reducing the delivered cost to the customer. In 1995 due to weak
market conditions, production from Bandmill Mine was reduced.
 
     In connection  with the  1994  acquisition of  substantially all  the  coal
mining  operations  and  coal  sales  contracts  of  Addington,  Coal operations
acquired surface  and  deep mines,  river  docks, preparation  plants  and  rail
loading  facilities. As part of the  acquisition, Coal operations entered into a
coal purchase agreement  for approximately  4.9 million  tons over  a four  year
period  and Coal operations also purchased  four highwall mining systems from an
affiliate of Addington, bringing to eight the total number of such systems owned
by Coal operations. These systems, which follow contour surface mining,  achieve
productivity  levels which  can exceed  conventional surface  mining methods. In
August 1995, the original  four highwall mining systems  acquired in March  1992
were  sold, reducing the number of units  owned by Coal Operations. During 1994,
productivity and  costs  of  the  four operating  surface  mines  acquired  from
Addington  did  not meet  expectations  and adverse  geological  conditions were
encountered at one  of the  mines. In  July 1995,  one of  these operations  was
temporarily idled.
 
     In  June  1994, Coal  operations prematurely  terminated operations  at its
Heartland surface mine  in Lincoln County,  West Virginia, due  to rising  costs
caused by adverse geological conditions that could not be overcome.
 
     Productivity   continues  to  benefit   from  the  operating  flexibilities
contained in the labor agreements with  the United Mine Workers of America  (the
'UMWA').  Since  the  signing  of  the  1990  Agreement,  no  significant  labor
disruptions have occurred. On June  21, 1994, a successor collective  bargaining
agreement  between Coal operations' union companies and the UMWA was ratified by
such companies' union employees, replacing  the principal labor agreement  which
expired on June 30, 1994.
 
                                    VIII-11

SALES
 
     The  following table indicates the approximate tonnage of coal sold by Coal
operations in  the nine  months ended  September 30,  1995, and  the year  ended
December  31, 1994, 1993  and 1992 in  the domestic (North  American) and export
markets and by categories of customers:

                                              NINE MONTHS ENDED      YEAR ENDED DECEMBER 31
                                                SEPTEMBER 30       --------------------------
                                                    1995            1994      1993      1992
                                              -----------------    ------    ------    ------
                                                  (IN THOUSANDS, EXCEPT PER TON AMOUNTS)

Domestic:
     Steel and coke producers..............            565            769     1,854     1,931
     Utility, industrial and other.........         12,424         18,198    10,277     8,432
                                                   -------         ------    ------    ------
                                                    12,989         18,967    12,131    10,363
Export:
     Utility, industrial and other.........             47
     Steel and coke producers..............          6,016          9,115     9,821    10,367
                                                   -------         ------    ------    ------
          Total sold.......................         19,052         28,082    21,952    20,730
                                                   -------         ------    ------    ------
Average selling price per ton..............        $ 28.51         $27.70    $29.67    $30.96
                                                   -------         ------    ------    ------
                                                   -------         ------    ------    ------

     For the  nine  months  ended  September  30,  1995,  Coal  operations  sold
approximately  19.1 million  tons of coal,  of which  approximately 13.4 million
tons were sold under contracts having a  term of more than one year  ('long-term
contract').  In 1994,  Coal operations sold  approximately 28.1  million tons of
coal, of which approximately 18.8 million tons were sold under contracts  having
a  term of more than one year. At September 30, 1995, approximately 85.1 million
tons were committed for sale under long-term contracts expiring at various times
through July 2007. Contracts  relating to the greater  part of this tonnage  are
subject  to periodic price renegotiation, which can result in termination by the
purchaser or the seller prior to contract expiration in case the parties  should
fail to agree upon price.
 
     For  the nine  months ended  September 30,  1995, the  ten largest domestic
customers purchased 9.2 million tons of coal (48% of total coal sales and 71% of
domestic coal sales, by tonnage). The three largest domestic customers purchased
5.2 million tons of coal  for the nine months ended  September 30, 1995 (27%  of
total  coal sales  and 40%  of domestic  coal sales,  by tonnage).  For the nine
months ended September 30, 1995,  American Electric Power Company purchased  3.2
million tons of coal, accounting for 17% of total coal sales and 25% of domestic
coal  sales, by tonnage.  In 1994, the ten  largest domestic customers purchased
13.0 million tons  of coal (46%  of total coal  sales and 69%  of domestic  coal
sales,  by tonnage). The three largest  domestic customers purchased 7.0 million
tons of coal in 1994 (25% of total coal sales and 37% of domestic coal sales, by
tonnage). In 1994, American Electric Power Company purchased 3.6 million tons of
coal, accounting for 13% of total coal sales and 19% of domestic coal sales,  by
tonnage.
 
     Of  the 6.1  million tons of  coal sold in  the export market  for the nine
months ended September  30, 1995, the  ten largest customers  accounted for  3.8
million  tons (20% of total coal sales and 63% of export coal sales, by tonnage)
and the three  largest customers purchased  1.8 million tons  (9% of total  coal
sales and 30% of export coal sales, by tonnage). Of the 9.1 million tons of coal
sold  in the export market in 1994,  the ten largest customers accounted for 5.3
million tons (19% of total coal sales and 59% of export coal sales, by  tonnage)
and  the three largest  customers purchased 2.5  million tons (9%  of total coal
sales and 27%  of export coal  sales, by  tonnage). Export coal  sales are  made
principally  under annual contracts  or long-term contracts  that are subject to
annual price renegotiation. Under these export contracts, the price for coal  is
expressed and paid in United States dollars.
 
     Virtually  all  coal  sales  in the  domestic  utility  market  pursuant to
long-term contracts are  subject to periodic  price adjustment on  the basis  of
provisions  which permit  an increase or  decrease periodically in  the price of
coal sold thereunder to reflect increases and decreases in certain price indices
and, in certain cases, such  items as changes in  taxes other than income  taxes
and,  when the  coal is sold  other than FOB  the mine, changes  in railroad and
barge freight rates. The provisions, however, are not
 
                                    VIII-12

identical in all of such contracts, and  the selling price of the coal does  not
necessarily  reflect every  change in  production cost  incurred by  the seller.
These contracts are also generally subject to periodic price renegotiation.
 
     Contracts for the  sale of metallurgical  coal in the  domestic and  export
markets  are  generally  subject  to price  renegotiation  on  an  annual basis.
Approximately 2.2 million tons, or 36%, of Coal operations' export coal sales of
metallurgical coal in the nine months ended September 30, 1995 were made to  Far
East  customers  under  similar  long-term contracts  which  continue  in effect
through various dates,  the latest  of which  is March  31, 1996,  in each  case
subject  to annual negotiation  of price and other  terms. Negotiations with Far
East customers were concluded in March 1995 and substantial price increases over
fiscal 1994 were secured. Coal operations' steam coal business for 1995 has been
impacted by  the very  mild winter  which severely  depressed the  U.S.  utility
business  causing  decreased  prices and  demand.  Due to  this  softening, Coal
operations has idled  or cut back  certain operations because  of lack of  sales
opportunities in spot markets.
 
COMPETITION
 
     The  bituminous  coal  industry  is  highly  competitive.  Coal  operations
competes with  many  other large  coal  producers  and with  hundreds  of  small
producers in the United States and abroad.
 
     In  the export  market many  foreign competitors,  particularly Australian,
South African  and Canadian  coal producers,  benefit from  certain  competitive
advantages  existing  in  the countries  in  which  they operate,  such  as less
difficult mining conditions, less severe  government regulation and lower  labor
and  health benefit costs, as well as currencies which had generally depreciated
against the United States dollar, although the Australian dollar strengthened in
1994. While the metallurgical coal produced  by Coal operations is generally  of
higher quality, and is often used by foreign steel producers to blend with coals
from  other sources to improve the quality  of coke and coke oven efficiency, in
recent years steel producers have developed facilities and techniques which,  to
some  extent, enable  them to accept  lower quality metallurgical  coal in their
coke ovens.  Moreover,  new  technologies for  steel  production  which  utilize
pulverized  coal injection, direct  reduction iron and  the electric arc furnace
may reduce the demand  for metallurgical coal of  all types. U.S.  metallurgical
coal  has  been disadvantaged  in  1995 due  to  significant increases  in ocean
freight costs which  impact U.S. coals  more severely due  to the distance  from
East coast ports to the Far East.
 
     Coal  operations competes domestically on the  basis of the high quality of
its coal, which is not only valuable in the making of steel but, because of  low
sulphur  and high  heat content,  is also  an attractive  source of  fuel to the
electric utility and other coal burning industries.
 
     Other factors which affect competition include the price, availability  and
public  acceptance of  alternative energy  sources (in  particular, oil, natural
gas, hydroelectric power and  nuclear power), as well  as the impact of  federal
energy  policies. Coal operations is not able  to predict the effect, if any, on
its business  (especially  with  respect  to sales  to  domestic  utilities)  of
particular  price levels for such alternative energy sources, especially oil and
natural gas. However, any sustained and marked decline in such prices could have
a material adverse effect on such business.
 
ENVIRONMENTAL MATTERS
 
     The Surface Mining Control and Reclamation Act of 1977 and the  regulations
promulgated  thereunder  ('SMCRA')  by  the  Federal  Office  of  Surface Mining
Reclamation and Enforcement  ('OSM'), and  the enforcement thereof  by the  U.S.
Department  of the Interior, establish mining  and reclamation standards for all
aspects of surface mining  as well as  many aspects of  deep mining. SMCRA  also
imposes  a tax of $0.35 on each ton  of surface-mined coal and $0.15 on each ton
of deep-mined coal. OSM and its state counterparts monitor compliance with SMCRA
and its regulations  by the  routine issuance  of 'notices  of violation'  which
direct  the mine operator to correct the cited conditions within a stated period
of time.  Coal operations'  policy is  to correct  the conditions  that are  the
subject  of these notices  or to contest  those believed to  be without merit in
appropriate proceedings.
 
     Coal operations  is involved  in previously  reported litigation  with  OSM
involving  the agency's attempt to hold  Coal operations liable for the unabated
violations, civil penalties, and AML fees of
 
                                    VIII-13

other companies ('contractors') that  have contracted in the  past to mine  Coal
operations'   coal.  In  so  doing,  the  agencies  are  retroactively  applying
'ownership  or  control'  regulations  first   promulgated  in  1988,  to   past
transactions and ended relationships. The regulations are designed to 'block' or
deny mining permits to any company that is 'linked' by 'ownership or control' to
another  company that has outstanding violations, penalties or fees. The company
that is so linked cannot obtain new permits until the outstanding liabilities of
the violator are satisfied.
 
     In 1991,  Coal  operations filed  an  action  in the  Western  District  of
Virginia  against the Secretary of Interior  and the Commonwealth of Virginia to
enjoin the  agencies  from  blocking  Coal  operations'  permits  without  first
providing  due process.  The district  court in  Virginia ruled  that the United
States Constitution requires the government  to give Coal operations notice  and
an  opportunity to contest  the charges before blocking  permits or taking other
action to hold  Coal operations  liable for the  alleged contractor  violations.
However, the court later ruled against Coal operations on a jurisdictional issue
and  dismissed the case, holding that the  case was a challenge to the ownership
and control regulations  themselves which  had to be  filed in  the District  of
Columbia.
 
     Coal  operations appealed the district  court's decision on jurisdiction to
the Fourth Circuit  Court of  Appeals. At the  request of  Coal operations,  the
district  court left  its injunction  in force during  the appeal  to the Fourth
Circuit, and the Fourth Circuit denied  the government's motion to dissolve  the
injunction  pending appeal. Following  briefing and oral  argument in October of
1992, the Fourth  Circuit stayed  its ultimate decision  in the  case pending  a
final  disposition in a District of Columbia  case in which industry groups have
challenged the validity of  the ownership or control  rules. In August 1995  the
District  Court in the  District of Columbia  upheld the facial  validity of the
rules.
 
     In October 1995 the Fourth Circuit  Court of Appeals affirmed the  district
court's  dismissal of the Virginia case.  In response, Coal operations has asked
the Court for a rehearing. In the  event the Court declines to rehear the  case,
Coal  operations has  requested that  the Court  leave the  injunction in effect
pending review  in the  Supreme Court  or pending  transfer to  the District  of
Columbia where jurisdiction is said to exist.
 
     Coal  operations has agreed to a  settlement of contractor liabilities with
the Commonwealth of Virginia,  where almost all of  the contractors in  question
operated.  In  this settlement,  which will  be effective  upon approval  by the
Governor  of  Virginia,   Coal  operations   agreed  to   reimburse  the   state
approximately  $.2 million in  reclamation costs and  to complete reclamation at
several contractor sites.  Under the  agreement, Pittston will  have no  further
liability  to the  Commonwealth for  these contractors.  Coal operations expects
that this agreement will be approved by the Governor before the end of the year.
 
     Coal operations is also in the process of completing a settlement with OSM,
which retains oversight authority in  Virginia and other coal-producing  states.
This comprehensive agreement, which has been under discussion for several years,
would  require Coal operations to  pay approximately $.4 million  in AML fees to
OSM and obligate Coal operations  to complete reclamation at various  contractor
sites.  Coal operations is hopeful that a definitive agreement can be reached by
the end of  1995. Until a  final settlement is  concluded, Coal operations  will
continue its legal efforts to avoid a permit block.
 
     Coal operations is subject to various federal environmental laws, including
the  Clean Water Act, the Clean Air Act and the Safe Drinking Water Act, as well
as state laws of  similar scope in Virginia,  West Virginia, Kentucky and  Ohio.
These  laws require approval of many aspects of coal mining operations, and both
federal and state inspectors  regularly visit Coal  operations' mines and  other
facilities to assure compliance.
 
     While  it is  not possible  to quantify  the costs  of compliance  with all
applicable federal and  state laws, those  costs have been  and are expected  to
continue  to  be significant.  In  that connection,  it  is estimated  that Coal
operations will make capital  expenditures for environmental control  facilities
in  the amount of approximately  $1.7 million in 1995  and $1.7 million in 1996.
Compliance with these laws has substantially increased the cost of coal  mining,
but  is, in  general, a  cost common  to all  domestic coal  producers. Pittston
believes that  the competitive  position of  Coal operations  has not  been  and
should
 
                                    VIII-14

not  be adversely  affected except  in the  export market  where Coal operations
competes with various foreign producers subject to less stringent  environmental
regulation.
 
     Federal,  state and local authorities  strictly monitor the sulphur dioxide
and particulate emissions from electric power plants served by Coal  operations.
In  1990, Congress enacted  the Clean Air  Act Amendments of  1990, which, among
other things, permit utilities to use low sulphur coals in lieu of  constructing
expensive  sulphur  dioxide removal  systems.  Pittston believes  that  such Act
should have  a  favorable  impact  on  the  marketability  of  Coal  operations'
extensive  reserves of  low sulphur coals.  However, Pittston  cannot predict at
this time the timing or extent of such favorable impact.
 
MINE HEALTH AND SAFETY LAWS
 
     The coal operating companies included within Coal operations are  generally
liable  under federal  laws requiring  payment of  benefits to  coal miners with
pneumoconiosis ('black lung'). The Black Lung  Benefits Revenue Act of 1977  and
the  Black Lung Benefits Reform Act of 1977  (the '1977 Act'), as amended by the
Black Lung  Benefits  and Revenue  Amendments  Act  of 1981  (the  '1981  Act'),
expanded the benefits for black lung disease and levied a tax on coal production
of  $1.10 per ton for deep-mined coal  and $0.55 per ton for surface-mined coal,
but not to exceed 4.4%  of the sales price. In  addition, the 1981 Act  provides
that  certain claims  for which coal  operators had  previously been responsible
will be obligations of the government trust funded by the tax. The 1981 Act also
tightens standards  set  by  the  1977  Act  for  establishing  and  maintaining
eligibility  for benefits. The Revenue Act of 1987 extended the termination date
of the tax from January 1, 1996 to the earlier of January 1, 2014 or the date on
which the government trust becomes solvent. Pittston cannot predict whether  any
future legislation effecting changes in the tax will be enacted.
 
     Stringent  safety  and  health  standards  have  been  imposed  by  federal
legislation since 1969  when the  Federal Coal Mine  Health and  Safety Act  was
adopted,  which resulted in increased  operating costs and reduced productivity.
The Federal  Mine Safety  and  Health Act  of  1977 significantly  expanded  the
enforcement of health and safety standards.
 
     Compliance with health and safety laws is, in general, a cost common to all
domestic coal producers. Pittston believes that the competitive position of Coal
operations  has not  been and  should not  be adversely  affected except  in the
export market  where Coal  operations competes  with various  foreign  producers
subject to less stringent health and safety regulations.
 
LABOR AGREEMENTS; EMPLOYEE RELATIONS
 
     In  January  1990, after  a 46-week  strike,  various coal  subsidiaries of
Pittston (collectively, the 'Coal Subsidiaries') entered into the 1990 Agreement
with the UMWA. The 1990 Agreement provided for increases in wages and  benefits,
expanded job security for the Coal Subsidiaries' employees, new health care cost
containment  measures  and operational  flexibility  for the  Coal Subsidiaries,
including the right to operate 24 hours  per day, seven days per week. The  1990
Agreement expired on June 30, 1994.
 
     On  June 21, 1994, a successor  collective bargaining agreement between the
Coal Subsidiaries' union companies and the UMWA was ratified by such  companies'
union  employees, replacing the 1990 Agreement. The new agreement will remain in
effect until December 31,  1998. This agreement  continues the basic  principles
and  provisions established in the  1990 Agreement with respect  to the areas of
job security, work rules and scheduling.  The new agreement provides for,  among
other  things, wage  increases of $.40  per hour on  December 15 of  each of the
years 1994  to  1997  and  includes improvements  in  certain  employee  benefit
programs.
 
     In  January  1993,  the  Coal Subsidiaries  entered  into  a  Memorandum of
Understanding  which  modified  the  1990  Agreement  to  cover  the  terms  and
conditions  of employment at  Coal operations' Tower  Mountain and other surface
mines located  in  Logan and  Boone  Counties, West  Virginia.  Such  Memorandum
expires on January 31, 1997.
 
     At  September 30,  1995, approximately 740  of the 2,225  employees of Coal
operations were members of the UMWA. The remainder of such employees are  either
supervisory personnel or
 
                                    VIII-15

unrepresented  hourly employees.  Since the  signing of  the 1990  Agreement, no
significant labor disruptions have occurred. Pittston believes that its employee
relations are satisfactory.
 
HEALTH BENEFIT ACT
 
     In October 1992, the Coal Industry Retiree Health Benefit Act of 1992  (the
'Health  Benefit Act') was enacted as part of the Energy Policy Act of 1992. The
Health Benefit  Act established  rules for  the payment  of future  health  care
benefits  for thousands of retired union mine workers and their dependents. Part
of the burden  for these payments  was shifted  by the Health  Benefit Act  from
certain  coal  producers,  which  had  a  contractual  obligation  to  fund such
payments, to  producers  such  as  Pittston  which  have  collective  bargaining
agreements with the UMWA that do not require such payments and to numerous other
companies  which are  no longer  in the  coal business.  The Health  Benefit Act
established a trust fund to  which 'signatory operators' and 'related  persons,'
including  Pittston  and certain  of  its coal  subsidiaries  (collectively, the
'Pittston Companies'),  are  obligated  to  pay  annual  premiums  for  assigned
beneficiaries,  together with  a pro  rata share  for certain  beneficiaries who
never worked for  such employers,  including, in Pittston's  case, the  Pittston
Companies  ('unassigned beneficiaries'), in amounts  determined by the Secretary
of Health and Human Services on the  basis set forth in the Health Benefit  Act.
In October 1993 the Pittston Companies received notices from the Social Security
Administration (the 'SSA') with regard to their assigned beneficiaries for which
they  are responsible  under the  Health Benefit Act.  For 1993  and 1994, these
amounts  were  approximately  $9.1  million  and  $11.0  million,  respectively.
Pittston  believes that the annual cash funding under the Health Benefit Act for
the Pittston Companies' assigned beneficiaries will  continue in the $10 to  $11
million range for the next eight years and should begin to decline thereafter as
the number of such assigned beneficiaries decreases.
 
     Based on the number of beneficiaries actually assigned by the SSA, Pittston
estimates  the aggregate  pretax liability  relating to  the Pittston Companies'
assigned beneficiaries at December 31, 1994 at approximately $250 million, which
when discounted at 8.75% provides a present value estimate of approximately $100
million.
 
     The ultimate  obligation  that  will  be  incurred  by  Pittston  could  be
significantly   affected  by,  among  other  things,  increased  medical  costs,
decreased number of beneficiaries,  governmental funding arrangements, and  such
federal  health benefit legislation of general application as may be enacted. In
addition, the Health Benefit  Act requires the Pittston  Companies to fund,  pro
rata  according to the total number of  assigned beneficiaries, a portion of the
health benefits for unassigned beneficiaries. At this time, the funding for such
health benefits is  being provided from  another source and  for this and  other
reasons   the  Pittston  Companies'  ultimate   obligation  for  the  unassigned
beneficiaries cannot be determined. Pittston  accounts for the obligation  under
the  Health Benefit Act as a participant in a multi-employer plan and recognizes
the annual cost on a pay-as-you-go basis.
 
EVERGREEN CASE
 
     In 1988,  the trustees  of certain  pension and  benefit trust  funds  (the
'Funds')  established  under  collective  bargaining  agreements  with  the UMWA
brought an action (the  'Evergreen Case') against Pittston  and a number of  its
coal  subsidiaries  in the  United  States District  Court  for the  District of
Columbia, claiming that the defendants are obligated to contribute to the  Funds
in accordance with the provisions of the 1988 and subsequent National Bituminous
Coal  Wage  Agreements ('NBCWAs'),  to  which neither  Pittston  nor any  of its
subsidiaries is a signatory. The NBCWAs are negotiated between the UMWA and  the
Bituminous  Coal Operators Association (the 'BCOA'). During the relevant period,
the Pittston Companies were members  of the BCOA. The plaintiff-trustees'  claim
was  based on the theory  that a provision contained  in related trust documents
that were incorporated  by reference into  the NBCWAs imposed  an obligation  on
signatory  employers, including certain of the Pittston Companies, to contribute
to the  Funds  pursuant  to  the  terms  of  future  NBCWAs.  According  to  the
plaintiff-trustees'  theory,  that  obligation  existed  whether  or  not  those
employers were signatories to the subsequent agreements.
 
                                    VIII-16

     In January  1992,  the District  Court  issued an  order  granting  summary
judgment on the issue of liability which was thereafter affirmed by the Court of
Appeals.  In June 1993, the United States  Supreme Court denied a petition for a
writ of certiorari. The case has been remanded to the District Court, and damage
and other issues remain to  be decided. In September  1993, the Company filed  a
motion  seeking relief  from the District  Court's grant of  summary judgment to
plaintiffs  based  on,  among  other  things,  the  Company's  allegation   that
plaintiffs  improperly  withheld  evidence  that  directly  refutes  plaintiffs'
representations to the District Court and the Court of Appeals in this case.  In
December  1993, that motion  was denied. On  May 23, 1994,  the trustees filed a
Motion for  Entry  of Final  Judgment  seeking approximately  $71.1  million  in
delinquent  contributions, interest and liquidated damages through May 31, 1994,
plus approximately $17.4 thousand additional interest and liquidated damages for
each day between  May 31,  1994 and  the date  final judgment  is entered,  plus
ongoing  contributions to  the 1974 Pension  Plan. The Company  has opposed this
motion. There has been no decision on  this motion or final judgment entered  to
date.
 
     The Pittston Companies continue to challenge the plaintiff-trustees' theory
on a number of grounds, including the fact that: (1) the parties to the relevant
NBCWAs  did not intend to create such  a continuing obligation; (2) the Pittston
Companies were not aware and did not intend that by entering into an NBCWA  they
were agreeing to undertake such a continuing obligation to the Funds; (3) if the
Pittston  Companies'  representatives in  the BCOA  actually  agreed to  such an
obligation, they did so without informing the Pittston Companies; and (4) if the
BCOA actually  agreed  to  such  a continuing  obligation,  it  did  so  without
obtaining authority from the Pittston Companies. In that connection, the Company
has  filed  suit against  the BCOA  and others  (the 'BCOA  Case') to  hold them
responsible for  any  damages  sustained by  the  Company  as a  result  of  the
Evergreen  Case. Although  the Company is  continuing that  effort, the Company,
following the District Court's ruling in December 1993, recognized the potential
liability that may result from an adverse judgment in the Evergreen Case. In any
event, any final judgment in the Evergreen Case will be subject to appeal.
 
     In December 1994, the  District Court ordered that  the Evergreen Case,  as
well  as related cases filed against other  coal companies, and the BCOA Case be
submitted to  mediation  before  a  Federal  judge in  an  effort  to  obtain  a
settlement. The mediation process is ongoing.
 
     As  a  result  of the  Health  Benefit  Act described  above,  there  is no
continuing liability in  this case in  respect of health  benefit funding  after
February 1, 1993.
 
PROPERTIES
 
     The  principal properties of Coal operations are coal reserves, coal mines,
coal preparation plants and  oil and gas  reserves all of  which are located  in
Virginia,  West Virginia,  eastern Kentucky and  Ohio. Such  reserves are either
owned or leased. Leases of land or coal mining rights generally are either for a
long-term period or until exhaustion of the reserves, and require the payment of
a royalty based generally on the sales price and/or tonnage of coal mined from a
particular property.  Many  leases or  rights  provide for  payment  of  minimum
royalties.
 
     Pittston  estimates  that  Coal  operations'  proved  and  probable surface
mining, deep mining and total  coal reserves as of  September 30, 1995 were  148
million,  223  million  and  371  million  tons,  respectively.  Such  estimates
represent economically recoverable  and minable tonnage  and include  allowances
for extraction and processing.
 
     Of  the  371  million tons  of  proved  and probable  coal  reserves  as of
September 30, 1995,  approximately 75%  has a sulphur  content of  less than  1%
(which  is  generally  regarded  in  the  industry  as  low  sulphur  coal)  and
approximately 25% has a  sulphur content greater than  1%. Approximately 24%  of
such reserves consists of primarily metallurgical grade coal.
 
     As  of  September 30,  1995, Coal  operations controlled  approximately 925
million tons of  additional coal deposits  in the eastern  United States,  which
cannot  be  expected to  be  economically recovered  without  market improvement
and/or  the  application  of  new   technologies.  Coal  operations  also   owns
substantial quantities of low sulphur coal deposits in Sheridan County, Wyoming.
 
     Most  of the oil and gas rights associated with Coal operations' properties
are managed  by  an indirect  wholly  owned  subsidiary of  Pittston  which,  in
general, receives royalty and other income from
 
                                    VIII-17

oil  and gas  development and operation  by third parties.  Coal operations also
receives incidental income  from the sale  of timber cutting  rights on  certain
properties.
 
     Coal  operations  owns a  32.5%  interest in  Dominion  Terminal Associates
('DTA'), which leases and operates a ground storage-to-vessel coal  transloading
facility  in  Newport News,  Virginia.  DTA has  a  throughput capacity  of 22.0
million tons of coal per year and ground storage capacity of 2.0 million tons. A
portion of Coal operations' share of the throughput and ground storage  capacity
of  the DTA facility is  subject to user rights of  third parties which pay Coal
operations a fee. The DTA facility serves export customers, as well as  domestic
coal users located on the eastern seaboard of the United States. For information
relating  to the financing arrangements  for DTA, see Note  12 to Minerals Group
Financial Statements included in Part II hereof.
 
                                MINERAL VENTURES
 
     Mineral Ventures' business  is directed at  locating and acquiring  mineral
assets,  advanced  stage  projects  and  operating  mines.  Mineral  Ventures is
currently evaluating  gold  projects in  the  United States  and  Australia.  An
exploration  office  has  been opened  in  Reno, Nevada,  to  coordinate Mineral
Ventures' expanded exploration  program in  the Western United  States. In  1994
Mineral Ventures expended approximately $2.8 million on all of such programs.
 
     The  Stawell gold  mine, located  in the  Australian state  of Victoria, in
which Mineral Ventures has a net equity interest of 67%, produced 77,966  ounces
of  gold in 1994. Mineral Ventures estimates  that on June 30, 1995, the Stawell
gold mine  had approximately  461,800 ounces  of proven  and probable  gold  ore
reserves. In-mine exploration at Stawell continues to generate positive results.
 
                     MATTERS RELATING TO FORMER OPERATIONS
 
     In  April 1990, the Company entered  into a settlement agreement to resolve
certain environmental  claims  against  the  Company  arising  from  hydrocarbon
contamination  at a petroleum terminal facility ('Tankport') in Jersey City, New
Jersey, which operations were sold in  1983. Under the settlement agreement  the
Company  is obligated  to pay for  80% of  the remediation costs.  Based on data
available  to  the  Company  and  its  environmental  consultants,  the  Company
estimates  its portion  of the clean-up  costs, on an  undiscounted basis, using
existing technologies to be between $6.7 million and $14.1 million over a period
of up to five years.  Management is unable to  determine that any amount  within
that range is a better estimate due to a variety of uncertainties, which include
the  extent of  the contamination  at the  site, the  permitted technologies for
remediation  and  the  regulatory  standards  by  which  the  clean-up  will  be
conducted.  The  clean-up  estimates  have been  modified  in  light  of certain
regulatory changes promulgated in December 1994.

     The Company commenced insurance coverage litigation in 1990, in the  United
States  District Court  for the  District of  New Jersey,  seeking a declaratory
judgement that  all amounts  payable by  the Company  pursuant to  the  Tankport
obligation were reimbursable under comprehensive general liability and pollution
liability  policies maintained by the Company. In August 1995 the District Court
ruled on various Motions for Summary Judgement. In its decision, the Court found
favorably for  the Company  on  several matters  relating to  the  comprehensive
general  liability policies but concluded  that the pollution liability policies
did not contain pollution coverage for  the types of claims associated with  the
Tankport  site. Management  and its outside  legal counsel  continue to believe,
however, that  recovery of  a  substantial portion  of  the cleanup  costs  will
ultimately  be probable of realization.  Accordingly, management is revising its
earlier belief that there is no  net liability for the Tankport obligation,  and
it  is the Company's belief that, based  on estimates of potential liability and
probable realization of insurance  recoveries, the Company  would be liable  for
approximately   $1.4  million  based   on  the  Court's   decision  and  related
developments of New Jersey law.

                                    VIII-18

- --------------------------------------------------------------------------------
                                                                    ANNEX IX
 
                              THE PITTSTON COMPANY
                                AND SUBSIDIARIES
                             Financial Information

                                                                        ANNEX IX
 
                     THE PITTSTON COMPANY AND SUBSIDIARIES
                  INDEX TO CONSOLIDATED FINANCIAL INFORMATION

                                                                                                            PAGE
                                                                                                            -----

Statement of Management Responsibility...................................................................    IX-2
Audited Consolidated Financial Statements as of December 31, 1994 and 1993, and for each of the years in
  the three-year period ended December 31, 1994 and unaudited Consolidated Financial Statements as of
  September 30, 1995 and for the nine months ended September 30, 1995 and 1994:
Independent Auditors' Report.............................................................................    IX-3
Consolidated Balance Sheets..............................................................................    IX-4
Consolidated Statements of Operations....................................................................    IX-5
Consolidated Statements of Shareholders' Equity..........................................................    IX-6
Consolidated Statements of Cash Flows....................................................................    IX-7
Notes to Consolidated Financial Statements...............................................................    IX-8
Industry Segment Information.............................................................................   IX-30
Management's Discussion and Analysis of Results of Operations and Financial Condition....................   IX-35

                                      IX-1

                     THE PITTSTON COMPANY AND SUBSIDIARIES
                     STATEMENT OF MANAGEMENT RESPONSIBILITY
 
     The  management of The Pittston Company  (the 'Company') is responsible for
preparing the  accompanying  consolidated  financial statements  and  for  their
integrity  and  objectivity. The  statements  were prepared  in  accordance with
generally accepted accounting principles. Management has also prepared the other
information in the annual report and is responsible for its accuracy.
 
     In meeting  our  responsibility  for  the  integrity  of  the  consolidated
financial  statements, we  maintain a  system of  internal controls  designed to
provide reasonable assurance that assets are safeguarded, that transactions  are
executed  in accordance with management's  authorization and that the accounting
records  provide  a  reliable  basis  for  the  preparation  of  the   financial
statements. Qualified personnel throughout the organization maintain and monitor
these  internal controls on an ongoing basis. In addition, the Company maintains
an internal  audit department  that systematically  reviews and  reports on  the
adequacy  and  effectiveness  of  the  controls,  with  management  follow-up as
appropriate.
 
     Management has also established a formal  Business Code of Ethics which  is
distributed  throughout  the  Company.  We  acknowledge  our  responsibility  to
establish and preserve an environment in which all employees properly understand
the fundamental  importance of  high ethical  standards in  the conduct  of  our
business.
 
     The  Company's consolidated financial statements  have been audited by KPMG
Peat Marwick LLP, independent  auditors. During the audit  they review and  make
appropriate tests of accounting records and internal controls to the extent they
consider necessary to express an opinion on the Company's consolidated financial
statements.
 
     The Company's Board of Directors pursues its oversight role with respect to
the  Company's consolidated  financial statements  through the  Audit and Ethics
Committee, which is composed  solely of outside  directors. The Committee  meets
periodically  with the independent auditors, internal auditors and management to
review the Company's  control system  and to ensure  compliance with  applicable
laws and the Company's Business Code of Ethics.
 
     We believe that the policies and procedures described above are appropriate
and  effective and do enable us to  meet our responsibility for the integrity of
the Company's consolidated financial statements.
 
                                      IX-2

                     THE PITTSTON COMPANY AND SUBSIDIARIES
                          INDEPENDENT AUDITORS' REPORT
 
The Board of Directors and Shareholders
THE PITTSTON COMPANY
 
     We have  audited  the  accompanying  consolidated  balance  sheets  of  The
Pittston  Company and  subsidiaries as  of December 31,  1994 and  1993, and the
related consolidated  statements of  operations, shareholders'  equity and  cash
flows  for each of the  years in the three-year  period ended December 31, 1994.
These consolidated financial statements are the responsibility of the  Company's
management.  Our responsibility is  to express an  opinion on these consolidated
financial statements based on our audits.
 
     We conducted  our audits  in accordance  with generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance  about whether  the consolidated  financial statements  are
free  of material  misstatement. An audit  includes examining, on  a test basis,
evidence supporting the  amounts and disclosures  in the consolidated  financial
statements.  An audit also includes assessing the accounting principles used and
significant estimates  made by  management, as  well as  evaluating the  overall
financial   statement  presentation.  We  believe  that  our  audits  provide  a
reasonable basis for our opinion.
 
     In our opinion,  the consolidated  financial statements  referred to  above
present fairly, in all material respects, the financial position of The Pittston
Company  and subsidiaries as of  December 31, 1994 and  1993, and the results of
their operations and their cash  flows for each of  the years in the  three-year
period ended December 31, 1994, in conformity with generally accepted accounting
principles.
 
KPMG PEAT MARWICK LLP
 
Stamford, Connecticut
January 25, 1995
 
                                      IX-3

                     THE PITTSTON COMPANY AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS

                                                                                                    DECEMBER 31
                                                                             SEPTEMBER 30     ------------------------
                                                                                 1995            1994          1993
                                                                             -------------    ----------    ----------
                                                                              (UNAUDITED)
                                                                                      (DOLLARS IN THOUSANDS,
                                                                                     EXCEPT PER SHARE AMOUNTS)
                                                                                                   
                                  ASSETS
Current assets:
Cash and cash equivalents.................................................    $    41,168     $   42,318    $   32,412
Short-term investments....................................................         27,804         25,162        22,946
Accounts receivable:
    Trade (Note 3)........................................................        400,648        361,361       283,942
    Other.................................................................         44,056         31,165        28,641
                                                                              -----------     ----------    ----------
                                                                                  444,704        392,526       312,583
    Less estimated amount uncollectible...................................         16,533         15,734        16,040
                                                                              -----------     ----------    ----------
                                                                                  428,171        376,792       296,543
Coal inventory............................................................         38,065         25,518        18,649
Other inventory...........................................................          8,909          8,635         5,506
                                                                              -----------     ----------    ----------
                                                                                   46,974         34,153        24,155
Prepaid expenses..........................................................         34,444         27,700        27,493
Deferred income taxes (Note 6)............................................         53,262         55,850        53,642
                                                                              -----------     ----------    ----------
         Total current assets.............................................        631,823        561,975       457,191
Property, plant and equipment, at cost (Note 4)...........................        897,125        840,494       782,354
    Less accumulated depreciation, depletion and amortization.............        428,165        394,660       412,533
                                                                              -----------     ----------    ----------
                                                                                  468,960        445,834       369,821
Intangibles, net of amortization (Notes 5 and 10).........................        329,366        329,441       215,042
Deferred pension assets (Note 13).........................................        123,075        118,953       117,066
Deferred income taxes (Note 6)............................................         80,289         84,214        59,846
Other assets..............................................................        164,235        197,361       142,535
                                                                              -----------     ----------    ----------
         Total assets.....................................................    $ 1,797,748     $1,737,778    $1,361,501
                                                                              -----------     ----------    ----------
                                                                              -----------     ----------    ----------
                   LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term borrowings.....................................................    $    29,679     $   13,323    $    9,546
Current maturities of long-term debt (Note 7).............................          7,921         13,748         7,908
Accounts payable..........................................................        260,266        252,615       182,276
Accrued liabilities:
    Taxes.................................................................         43,181         44,654        43,769
    Workers' compensation and other claims................................         41,938         41,771        42,397
    Miscellaneous.........................................................        219,410        208,359       151,548
                                                                              -----------     ----------    ----------
                                                                                  304,529        294,784       237,714
                                                                              -----------     ----------    ----------
         Total current liabilities........................................        602,395        574,470       437,444
Long-term debt, less current maturities (Note 7)..........................        141,804        138,071        58,388
Postretirement benefits other than pensions (Note 13).....................        220,511        218,738       212,218
Workers' compensation and other claims....................................        125,293        138,793       127,545
Deferred income taxes (Note 6)............................................         21,321         19,036        15,847
Other liabilities.........................................................        191,040        200,855       156,547
Commitments and contingent liabilities (Notes 7, 11, 12, 13, 17 and 18)
Shareholders' equity (Notes 1, 7, 8 and 9):
Preferred stock, par value $10 per share, Authorized: 2,000,000 shares
  $31.25 Series C Cumulative Preferred Stock, Issued: 1995 -- 136,280
  shares; 1994 -- 152,650 shares..........................................          1,362          1,526        --
Pittston Services Group common stock, par value $1 per share: Authorized:
  100,000,000 shares, Issued: 1995 -- 41,573,706 shares;
  1994 -- 41,594,845 shares; 1993 -- 41,429,455 shares....................         41,573         41,595        41,429
Pittston Minerals Group common stock, par value $1 per share: Authorized:
  20,000,000 shares, Issued: 1995 -- 8,405,908 shares; 1994 -- 8,389,622
  shares; 1993 -- 8,280,619 shares........................................          8,406          8,390         8,281
Capital in excess of par value............................................        405,360        420,470       354,911
Retained earnings.........................................................        162,978        107,739        98,290
Equity adjustment from foreign currency translation.......................        (18,990)       (14,276)      (18,381)
Employee benefits trust, at market value (Note 9).........................       (105,305)      (117,629)     (131,018)
                                                                              -----------     ----------    ----------
         Total shareholders' equity.......................................        495,384        447,815       353,512
                                                                              -----------     ----------    ----------
         Total liabilities and shareholders' equity.......................    $ 1,797,748     $1,737,778    $1,361,501
                                                                              -----------     ----------    ----------
                                                                              -----------     ----------    ----------

          See accompanying notes to consolidated financial statements.
 
                                      IX-4

                     THE PITTSTON COMPANY AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS

                                                     NINE MONTHS ENDED
                                                       SEPTEMBER 30                YEAR ENDED DECEMBER 31
                                                  -----------------------   ------------------------------------
                                                     1995         1994         1994         1993         1992
                                                  ----------   ----------   ----------   ----------   ----------
                                                        (UNAUDITED)
                                                                                       
                                                             (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
Net sales.......................................  $  557,653   $  589,033   $  794,998   $  687,089   $  657,871
Operating revenues..............................   1,605,651    1,352,116    1,872,277    1,569,032    1,415,170
                                                  ----------   ----------   ----------   ----------   ----------
Net sales and operating revenues................   2,163,304    1,941,149    2,667,275    2,256,121    2,073,041
                                                  ----------   ----------   ----------   ----------   ----------
Costs and expenses:
     Cost of sales..............................     542,061      578,197      771,586      645,679      604,319
     Operating expenses.........................   1,346,739    1,111,838    1,542,080    1,299,541    1,187,229
     Selling, general and administrative
       expenses.................................     195,002      177,729      244,330      226,125      222,234
     Restructuring and other charges, including
       litigation accrual (Note 14).............      --           90,806       90,806       78,633       --
     Pension credit (Note 13)...................      --           --           --           --          (11,130)
                                                  ----------   ----------   ----------   ----------   ----------
          Total costs and expenses..............   2,083,802    1,958,570    2,648,802    2,249,978    2,002,652
                                                  ----------   ----------   ----------   ----------   ----------
Other operating income (Note 15)................      22,417       18,465       24,400       19,956       19,103
                                                  ----------   ----------   ----------   ----------   ----------
Operating profit (loss).........................     101,919        1,044       42,873       26,099       89,492
Interest income.................................       2,554        1,638        2,513        2,839        3,235
Interest expense................................     (10,409)      (7,954)     (11,489)     (10,173)     (11,087)
Other income (expense), net (Note 15)...........      (4,013)      (4,761)      (5,572)      (4,611)      (4,034)
                                                  ----------   ----------   ----------   ----------   ----------
Income (loss) before income taxes...............      90,051      (10,033)      28,325       14,154       77,606
Provision (credit) for income taxes (Note 6)....      21,779       (5,713)       1,428            8       28,519
                                                  ----------   ----------   ----------   ----------   ----------
Net income (loss)...............................      68,272       (4,320)      26,897       14,146       49,087
Preferred stock dividends.......................      (1,697)      (2,804)      (3,998)      --           --
                                                  ----------   ----------   ----------   ----------   ----------
Net income (loss) attributed to common shares...  $   66,575   $   (7,124)  $   22,899   $   14,146   $   49,087
                                                  ----------   ----------   ----------   ----------   ----------
                                                  ----------   ----------   ----------   ----------   ----------
Pittston Services Group (Note 1):
Net income attributed to common shares..........  $   58,706   $   56,813   $   79,845   $   47,126   $   27,277
                                                  ----------   ----------   ----------   ----------   ----------
                                                  ----------   ----------   ----------   ----------   ----------
Net income per common share.....................  $     1.55   $     1.50   $     2.11   $     1.28   $      .74
                                                  ----------   ----------   ----------   ----------   ----------
                                                  ----------   ----------   ----------   ----------   ----------
Average common shares outstanding...............      37,914       37,757       37,784       36,907       37,081
 
Pittston Minerals Group (Note 1):
Net income (loss) attributed to common shares...  $    7,869   $  (63,937)  $  (56,946)  $  (32,980)  $   21,810
                                                  ----------   ----------   ----------   ----------   ----------
                                                  ----------   ----------   ----------   ----------   ----------
Net income (loss) per common share:
     Primary....................................  $     1.01   $    (8.44)  $    (7.50)  $    (4.47)  $     2.94
     Fully diluted..............................  $      .96   $    (8.44)  $    (7.50)  $    (4.47)  $     2.93
Average common shares outstanding:
     Primary....................................       7,781        7,578        7,594        7,381        7,416
     Fully diluted..............................      10,013        9,965       10,000        7,620        7,442

          See accompanying notes to consolidated financial statements.
 
                                      IX-5

                     THE PITTSTON COMPANY AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                  YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

                                                       PITTSTON   PITTSTON
                                            $31.25     SERVICES   MINERALS                              EQUITY
                                           SERIES C     GROUP      GROUP     CAPITAL IN               ADJUSTMENT
                                          CUMULATIVE    COMMON     COMMON    EXCESS OF               FROM FOREIGN   EMPLOYEE
                                          PREFERRED     STOCK      STOCK     PAR VALUE    RETAINED     CURRENCY     BENEFITS
                                            STOCK      (NOTE 1)   (NOTE 1)    (NOTE 1)    EARNINGS   TRANSLATION      TRUST
                                          ----------   --------   --------   ----------   --------   ------------   ---------
                                                               (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Balance at December 31, 1991............    $--        $37,317     $7,463     $221,369    $ 59,523     $ (9,157)    $  --
Net income..............................     --          --         --          --          49,087       --            --
Stock options exercised (Note 8)........     --            113         23        1,336       --          --            --
Employee benefit plan (Note 13).........     --             71         14          817       --          --            --
Employee benefits trust (Note 9)........     --          4,000        800       49,700       --          --           (54,500)
Foreign currency translation
  adjustment............................     --          --         --          --           --          (4,905)       --
Remeasurement of employee benefits
  trust.................................     --          --         --           4,963       --          --            (4,963)
Shares released from employee benefits
  trust to employee benefit plan (Note
  9)....................................     --          --         --              (7)      --          --               691
Retirement of stock under share
  repurchase programs (Note 9)..........     --           (968)      (193)      (8,764)     (3,108)      --            --
Cash dividends declared -- Pittston
  Services Group $.1515 per share and
  Pittston Minerals Group $.4924 per
  share (Note 1)........................     --          --         --          --          (9,262)      --            --
                                            ------     -------     ------     --------    --------     --------     ---------
Balance at December 31, 1992............     --         40,533      8,107      269,414      96,240      (14,062)      (58,772)
Net income..............................     --          --         --          --          14,146       --            --
Stock options exercised (Note 8)........     --            971        208       13,578       --          --            --
Tax benefit of stock options exercised
  (Note 6)..............................     --          --         --           2,121       --          --            --
Foreign currency translation
  adjustment............................     --          --         --          --           --          (4,319)       --
Remeasurement of employee benefits
  trust.................................     --          --         --          73,907       --          --           (73,907)
Shares released from employee benefits
  trust to employee benefit plan (Note
  9)....................................     --          --         --              (2)      --          --             1,661
Retirement of stock under share
  repurchase programs (Note 9)..........     --            (75)       (34)        (944)       (458)      --            --
Costs of Services Stock Proposal (Note
  9)....................................     --          --         --          (3,163)      --          --            --
Cash dividends declared -- Pittston
  Services Group $.1909 per share and
  Pittston Minerals Group $.6204 per
  share (Note 1)........................     --          --         --          --         (11,638)      --            --
                                            ------     -------     ------     --------    --------     --------     ---------
Balance at December 31, 1993............     --         41,429      8,281      354,911      98,290      (18,381)     (131,018)
Net income..............................     --          --         --          --          26,897       --            --
Issuance of $31.25 Series C Cumulative
  Preferred Stock, net of cash expenses
  (Note 9)..............................     1,610       --         --          75,472       --          --            --
Stock options exercised (Note 8)........     --            422        129        6,781       --          --            --
Tax benefit of stock options exercised
  (Note 6)..............................     --          --         --           2,936       --          --            --
Foreign currency translation
  adjustment............................     --          --         --          --           --           4,105        --
Remeasurement of employee benefits
  trust.................................     --          --         --         (10,449)      --          --            10,449
Shares released from employee benefits
  trust to employee benefit plan (Note
  9)....................................     --          --         --            (309)      --          --             2,940
Retirement of stock under share
  repurchase programs (Note 9)..........       (84)       (256)       (20)      (8,877)       (718)      --            --
Costs of Services Stock Proposal (Note
  9)....................................     --          --         --              (4)      --          --            --
Conversion of 9.2% debentures...........     --          --         --               9       --          --            --
Cash dividends declared -- Pittston
  Services Group $.20 per share,
  Pittston Minerals Group $.65 per share
  and Series C Preferred Stock $27.09
  per share.............................     --          --         --          --         (16,730)      --            --
                                            ------     -------     ------     --------    --------     --------     ---------
Balance at December 31, 1994............    $1,526     $41,595     $8,390     $420,470    $107,739     $(14,276)    $(117,629)
                                            ------     -------     ------     --------    --------     --------     ---------
                                            ------     -------     ------     --------    --------     --------     ---------

          See accompanying notes to consolidated financial statements.
 
                                      IX-6

                     THE PITTSTON COMPANY AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                 NINE MONTHS ENDED
                                                                   SEPTEMBER 30               YEAR ENDED DECEMBER 31
                                                               ---------------------    ----------------------------------
                                                                 1995        1994         1994         1993        1992
                                                               --------    ---------    ---------    --------    ---------
                                                                    (UNAUDITED)
                                                                                                  
                                                                                     (IN THOUSANDS)
 
Cash flows from operating activities:
Net income (loss)...........................................   $ 68,272    $  (4,320)   $  26,897    $ 14,146    $  49,087
Adjustments to reconcile net income (loss) to net cash
  provided by operating activities:
  Noncash charges and other write-offs......................      --          46,793       46,793      10,857        3,147
  Depreciation, depletion and amortization..................     78,710       71,988      101,856      77,565       70,424
  Provision for aircraft heavy maintenance..................     19,226       19,585       26,598      20,962       25,819
  Provision (credit) for deferred income taxes..............      8,564      (18,581)     (17,777)    (29,435)       9,063
  Credit for pensions, noncurrent...........................     (2,729)        (829)      (1,128)     (2,596)     (15,161)
  Provision for uncollectible accounts receivable...........      3,741        3,150        4,532       6,880        4,058
  Equity in earnings of unconsolidated affiliates, net of
    dividends received......................................      1,516         (175)      (1,432)     (4,205)      (4,989)
  Gain on sale of leveraged leases..........................      --          --           --           --          (2,341)
  Gain on sale of property, plant and equipment.............     (3,739)      (3,494)      (3,569)     (5,472)        (915)
  Other operating, net......................................      3,180        2,521        3,491       3,904        3,485
  Change in operating assets and liabilities, net of effects
    of acquisitions and dispositions:
    Increase in accounts receivable.........................    (49,547)     (60,543)     (85,734)    (20,715)     (20,139)
    Decrease (increase) in inventories......................    (12,601)      (4,961)      (4,184)      6,507        4,034
    Decrease (increase) in prepaid expenses.................     (5,136)      (3,797)      (2,849)     (2,795)         443
    Increase (decrease) in accounts payable and accrued
      liabilities...........................................     12,113       53,429       69,033      20,458       40,446
    Decrease (increase) in other assets.....................         43          720          991      (5,783)        (202)
    Increase (decrease) in workers' compensation and other
      claims, noncurrent....................................    (13,500)       7,227        6,605     (17,213)     (16,705)
    Increase (decrease) in other liabilities................    (17,335)         453      (15,283)     66,339       (6,593)
    Other, net..............................................     (1,464)        (413)        (178)       (342)        (275)
                                                               --------    ---------    ---------    --------    ---------
    Net cash provided by operating activities...............     89,314      108,753      154,662     139,062      142,686
                                                               --------    ---------    ---------    --------    ---------
Cash flows from investing activities:
Additions to property, plant and equipment..................    (81,325)     (71,291)    (106,312)    (97,779)    (100,575)
Proceeds from disposal of property, plant and equipment.....     18,525        5,849        7,622       4,620        5,848
Aircraft heavy maintenance expenditures.....................    (11,406)      (9,732)     (15,333)    (19,148)     (17,870)
Acquisitions, net of cash acquired, and related contingency
  payments..................................................     (3,727)    (157,294)    (163,262)     (1,435)     (52,560)
Proceeds from leveraged leases..............................      --          --           --           --          13,707
Other, net..................................................      2,908        7,126        5,431       8,569       (2,435)
                                                               --------    ---------    ---------    --------    ---------
    Net cash used by investing activities...................    (75,025)    (225,342)    (271,854)   (105,173)    (153,885)
                                                               --------    ---------    ---------    --------    ---------
Cash flows from financing activities:
Additions to debt...........................................     18,482      109,327      117,332       4,136       30,916
Reductions of debt..........................................    (13,752)     (37,137)     (48,257)    (34,385)      (9,608)
Repurchase of stock of the Company..........................    (10,606)      (7,191)      (9,955)     (1,511)     (13,033)
Proceeds from employee stock purchase plan..................        767       --           --           --          --
Proceeds from exercise of stock options.....................      2,954        6,459        7,332      14,757        1,472
Dividends paid..............................................    (13,284)     (12,381)     (16,709)    (11,638)      (9,262)
Proceeds from sale of stock to SIP..........................      --          --           --             264       --
Costs of Services Stock Proposal............................      --              (4)          (4)     (3,163)      --
Preferred stock issuance, net of cash expenses..............      --          77,359       77,359        (277)      --
                                                               --------    ---------    ---------    --------    ---------
    Net cash provided (used) by financing activities........    (15,439)     136,432      127,098     (31,817)         485
                                                               --------    ---------    ---------    --------    ---------
Net increase (decrease) in cash and cash equivalents........     (1,150)      19,843        9,906       2,072      (10,714)
Cash and cash equivalents at beginning of year..............     42,318       32,412       32,412      30,340       41,054
                                                               --------    ---------    ---------    --------    ---------
Cash and cash equivalents at end of period..................   $ 41,168    $  52,255    $  42,318    $ 32,412    $  30,340
                                                               --------    ---------    ---------    --------    ---------
                                                               --------    ---------    ---------    --------    ---------

          See accompanying notes to consolidated financial statements.
 
                                      IX-7

                     THE PITTSTON COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
BASIS OF PRESENTATION
 
     On  July 26, 1993, the shareholders of The Pittston Company (the 'Company')
approved the Services Stock Proposal, as  described in Note 9, resulting in  the
reclassification  of the Company's common stock into shares of Pittston Services
Group Common Stock ('Services Stock') on a share-for-share basis. In addition, a
second class of common stock, designated as Pittston Minerals Group Common Stock
('Minerals Stock')  was distributed  on a  basis of  one-fifth of  one share  of
Minerals  Stock  for each  share  of the  Company's  previous common  stock. The
Pittston Services Group (the  'Services Group') consists  of the Burlington  Air
Express  Inc. ('Burlington'), Brink's, Incorporated ('Brink's') and Brink's Home
Security, Inc. ('BHS') operations  of the Company.  The Pittston Minerals  Group
(the  'Minerals Group') consists of the  Coal and Mineral Ventures operations of
the Company. The approval of the Services  Stock Proposal did not result in  any
transfer  of assets and liabilities  of the Company or  any of its subsidiaries.
The Company prepares separate financial statements for the Minerals and Services
Groups in addition to consolidated financial information of the Company.
 
     Due to the reclassification  of the Company's common  stock, all stock  and
per share data in the accompanying financial statements for the periods prior to
the  reclassification have  been restated  to reflect  the reclassification. The
primary impacts of this restatement are as follows:
 
           Net income per  common share  has been restated  in the  Consolidated
           Statements  of  Operations  to  reflect  the  two  classes  of stock,
           Services Stock and Minerals  Stock, as if  they were outstanding  for
           all  periods presented. For the purposes  of computing net income per
           common share  of Services  Stock and  Minerals Stock,  the number  of
           shares  of Services  Stock are  assumed to be  the same  as the total
           corresponding number of  shares of  the Company's  common stock.  The
           number of shares of Minerals Stock are assumed to be one-fifth of the
           shares of the Company's common stock.
 
           All  financial impacts  of purchases  and issuances  of the Company's
           common stock  prior  to the  effective  date of  the  Services  Stock
           Proposal  have been  attributed to  each Group  in relation  of their
           respective common  equity to  the Company's  common stock.  Dividends
           paid  by the  Company were  attributed to  the Services  and Minerals
           Groups in  relation to  the initial  dividends paid  on the  Services
           Stock   and  the   Minerals  Stock.   Accordingly,  the  Consolidated
           Statements of  Shareholders' Equity  have  been restated  to  reflect
           these changes.
 
PRINCIPLES OF CONSOLIDATION
 
     The  accompanying consolidated financial statements reflect the accounts of
the Company and its majority-owned subsidiaries. The Company's interests in  20%
to  50%  owned  companies  are  carried  on  the  equity  method.  All  material
intercompany items  and  transactions  have been  eliminated  in  consolidation.
Certain  prior year  amounts have  been reclassified  to conform  to the current
year's financial statement presentation.
 
CASH AND CASH EQUIVALENTS
 
     Cash and  cash  equivalents  include  cash on  hand,  demand  deposits  and
investments with original maturities of three months or less.
 
SHORT-TERM INVESTMENTS
 
     Short-term  investments primarily include funds set aside by management for
certain obligations and are carried at cost which approximates market.
 
                                      IX-8

                     THE PITTSTON COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
INVENTORIES
 
     Inventories are stated at cost (determined under the first-in, first-out or
average cost method) or market, whichever is lower.
 
PROPERTY, PLANT AND EQUIPMENT
 
     Expenditures for maintenance  and repairs  are charged to  expense and  the
costs  of  renewals and  betterments are  capitalized. Depreciation  is provided
principally  on  the  straight-line  method  at  varying  rates  depending  upon
estimated  useful lives. Depletion  of bituminous coal lands  is provided on the
basis of tonnage mined in relation to the estimated total of recoverable tonnage
in the ground.
 
     Mine development costs,  primarily included in  bituminous coal lands,  are
capitalized  and amortized  over the  estimated useful  life of  the mine. These
costs include expenses incurred for site preparation and development as well  as
operating deficits incurred at the mines during the development stage. A mine is
considered under development until all planned production units have been placed
in operation.
 
     Subscriber installation costs for home security systems provided by BHS are
capitalized  and  depreciated over  the  estimated life  of  the assets  and are
included in  machinery  and equipment.  The  standard security  system  that  is
installed,  remains the property of BHS and  is capitalized at the cost to bring
the revenue  producing  asset to  its  intended  use. When  an  installation  is
identified  for disconnect, the remaining net  book value of the installation is
fully written-off and charged to depreciation expense.
 
INTANGIBLES
 
     The excess of cost over fair value  of net assets of companies acquired  is
amortized on a straight-line basis over the estimated periods benefited.
 
     The  Company evaluates the carrying value of intangibles and the periods of
amortization to  determine  whether  events and  circumstances  warrant  revised
estimates of asset value or useful lives. At each balance sheet date the Company
assesses  the recoverability of the  excess of cost over  net assets acquired by
determining whether the  amortization of  the asset balance  over its  remaining
life  can  be recovered  through  projected undiscounted  future  operating cash
flows. Evaluation  of  asset  value  as well  as  periods  of  amortization  are
performed on a disaggregated basis at each of the Company's operating units.
 
COAL SUPPLY CONTRACTS
 
     Coal  supply contracts consist of contracts  to supply coal to customers at
certain negotiated prices over a period  of time, which have been acquired  from
other  coal companies, and are stated at  cost at the time of acquisition, which
approximates fair  market  value. The  capitalized  cost of  such  contracts  is
amortized  over the term of the contract on the basis of tons of coal sold under
the contract.
 
INCOME TAXES
 
     Income taxes are accounted  for in accordance  with Statement of  Financial
Accounting  Standards  No. 109,  'Accounting for  Income Taxes',  which requires
recognition of deferred tax liabilities and  assets for the expected future  tax
consequences  of events that  have been included in  the financial statements or
tax returns.  Under  this  method,  deferred  tax  liabilities  and  assets  are
determined based on the difference between the financial statement and tax bases
of  assets and  liabilities using enacted  tax rates  in effect for  the year in
which the differences are expected to reverse.
 
                                      IX-9

                     THE PITTSTON COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
PNEUMOCONIOSIS (BLACK LUNG) EXPENSE
 
     The Company acts  as self-insurer  with respect  to almost  all black  lung
benefits.  Provision is  made for estimated  benefits in  accordance with annual
actuarial reports prepared by outside actuaries. The excess of the present value
of expected future  benefits over  the accumulated book  reserves is  recognized
over  the  amortization  period as  a  level percentage  of  payroll. Cumulative
actuarial gains  or  losses  are  calculated periodically  and  amortized  on  a
straight-line  basis.  Assumptions  used  in the  calculation  of  the actuarial
present value of black lung benefits  are based on actual retirement  experience
of  the Company's coal employees, black lung claims incidence for active miners,
actual dependent information, industry turnover rates, actual medical and  legal
cost experience and projected inflation rates. As of December 31, 1994 and 1993,
the  accrued value of estimated future black  lung benefits discounted at 6% was
approximately $62,824 and  $61,067, respectively, and  are included in  workers'
compensation  and other  claims. The December  31, 1994  balance included $4,643
related to  the  purchase of  Addington  Resources,  Inc. (Note  10).  Based  on
actuarial data, the Company charged to operations $201 in 1994, $438 in 1993 and
$1,029  in 1992. In addition, the  Company accrued additional expenses for black
lung benefits related to federal and state assessments, legal and administration
expenses and  other self  insurance costs.  These amounted  to $2,472  in  1994,
$2,887 in 1993 and $2,073 in 1992.
 
POSTRETIREMENT BENEFITS OTHER THAN PENSIONS
 
     Postretirement benefits other than pensions are accounted for in accordance
with Statement of Financial Accounting Standards No. 106, 'Employers' Accounting
for  Postretirement Benefits Other  Than Pensions', which  requires employers to
accrue the cost of such retirement  benefits during the employees' service  with
the Company.
 
FOREIGN CURRENCY TRANSLATION
 
     Assets  and  liabilities of  foreign subsidiaries  have been  translated at
current exchange rates, and related  revenues and expenses have been  translated
at  average rates  of exchange in  effect during the  year. Resulting cumulative
translation  adjustments  have  been  recorded   as  a  separate  component   of
shareholders'  equity.  Translation  adjustments  relating  to  subsidiaries  in
countries with highly inflationary economies  are included in net income,  along
with all transaction gains and losses for the period.
 
     A  portion of the Company's financial results is derived from activities in
several foreign  countries, each  with  a local  currency  other than  the  U.S.
dollar.  Because  the financial  results  of the  Company  are reported  in U.S.
dollars, they are affected by  the changes in the  value of the various  foreign
currencies  in relation to the U.S. dollar. However, the Company's international
activity is not concentrated in any single currency, which reduces the risks  of
foreign currency rate fluctuations.
 
FINANCIAL INSTRUMENTS
 
     The  Company  uses  foreign currency  forward  contracts to  hedge  risk of
changes  in  foreign  currency   rates  associated  with  certain   transactions
denominated  in various currencies. Realized and  unrealized gains and losses on
these contracts, designated and effective as hedges, are deferred and recognized
as part of the specific transaction hedged.
 
     The Company also  utilizes other financial  instruments to protect  against
adverse  price  movements in  gold,  which the  Company  produces, and  jet fuel
products, which the Company consumes as well as interest rate changes on certain
variable rate obligations. Gains and  losses on these contracts, designated  and
effective  as hedges,  are deferred  and recognized  as part  of the transaction
hedged.
 
                                     IX-10

                     THE PITTSTON COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
REVENUE RECOGNITION
 
     Coal --  Coal sales  are  generally recognized  when  coal is  loaded  onto
transportation  vehicles  for shipment  to customers.  For domestic  sales, this
generally occurs when coal is loaded onto railcars at mine locations. For export
sales, this generally occurs when coal is loaded onto marine vessels at terminal
facilities.
 
     Mineral Ventures -- Gold sales are recognized when products are shipped  to
a  refinery. Settlement adjustments arising  from final determination of weights
and assays are reflected in sales when received.
 
     Burlington -- Revenues related  to transportation services are  recognized,
together  with related  transportation costs,  on the  date shipments physically
depart from facilities en route  to destination locations. Quarterly and  annual
financial  statements  resulting  from  existing  recognition  policies  do  not
materially differ from the allocation of revenue between reporting periods based
on relative transit times in each  reporting period with expenses recognized  as
incurred.
 
     Brink's -- Revenues are recognized when services are performed.
 
     BHS  -- Monitoring revenues are recognized  when earned and amounts paid in
advance are deferred  and recognized  as income over  the applicable  monitoring
period, which is generally one year or less. Revenues from the sale of equipment
are   recognized,  together   with  related   costs,  upon   completion  of  the
installation. Connection fee  revenues are  recognized to the  extent of  direct
selling costs incurred and expensed. Connection fee revenues in excess of direct
selling  costs are  deferred and recognized  as income on  a straight-line basis
over ten years.
 
NET INCOME PER COMMON SHARE
 
     Net income per common share for Services Stock is computed by dividing  the
net  income for  the Services  Group by  the weighted  average number  of shares
outstanding during the period. The potential dilution from the exercise of stock
options is  not  material.  The  assumed  conversion  of  the  9.2%  convertible
subordinated  debentures in 1993 and 1992 was  not included since its effect was
antidilutive.
 
     The computation of primary earnings per  share for Minerals Stock is  based
on  the weighted  average number of  outstanding common shares  divided into net
income for the Minerals Group less preferred stock dividends. The computation of
fully  diluted  earnings  per  common  share  for  Minerals  Stock  assumes  the
conversion  of the $31.25  Series C Cumulative Preferred  Stock (issued in 1994)
and additional shares assuming  the exercise of  stock options (antidilutive  in
the  primary calculation)  divided into net  income for the  Minerals Group. For
1994 and 1993, the loss per share,  assuming full dilution, is considered to  be
the  same  as primary  since  the effect  of  common stock  equivalents  and the
preferred stock conversion would be antidilutive.
 
     The shares  of Services  Stock  and Minerals  Stock  held in  The  Pittston
Company  Employee Benefits  Trust (Note  9) are  evaluated for  inclusion in the
calculations of net income per common share under the treasury stock method  and
had no dilutive effect.
 
2. FINANCIAL INSTRUMENTS
 
     Financial   instruments   which   potentially   subject   the   Company  to
concentrations of credit risk consist principally of cash and cash  equivalents,
short-term  investments and trade  receivables. The Company  places its cash and
cash equivalents and short-term investments with high credit qualified financial
institutions and, by  policy, limits the  amount of credit  exposure to any  one
financial  institution.  Concentrations of  credit  risk with  respect  to trade
receivables are limited  due to  the large  number of  customers comprising  the
Company's  customer base, and their  dispersion across many different industries
and geographic areas.
 
                                     IX-11

                     THE PITTSTON COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
     The following details the fair values of financial instruments for which it
is practicable to estimate the value:
 
CASH AND CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS
 
     The carrying amounts approximate fair  value because of the short  maturity
of these instruments.
 
DEBT
 
     The aggregate fair value of the Company's long-term debt obligations, which
is  based upon quoted market prices and rates currently available to the Company
for debt with similar terms and maturities, approximates the carrying amount.
 
OFF-BALANCE SHEET INSTRUMENTS
 
     The Company enters into various off-balance sheet financial instruments, as
discussed below, to hedge its foreign  currency and other market exposures.  The
risk  that  counterparties  to such  instruments  may  be unable  to  perform is
minimized by limiting  the counterparties to  major financial institutions.  The
Company does not expect any losses due to such counterparty default.
 
     Foreign  currency  forward contracts  --  The Company  enters  into foreign
currency forward contracts with a duration of  30 to 60 days as a hedge  against
liabilities  denominated in various  currencies. These contracts  do not subject
the Company to risk due to exchange  rate movements because gains and losses  on
these  contracts offset  losses and  gains on  the liabilities  being hedged. At
December 31,  1994,  the  total  notional  value  of  foreign  currency  forward
contracts  outstanding was $7,390.  As of such  date, the fair  value of foreign
currency forward contracts was not significant.
 
     Gold contracts -- In order to protect itself against downward movements  in
gold prices, the Company hedges a portion of its recoverable proved and probable
reserves primarily through forward sales contracts. At December 31, 1994, 60,056
ounces  of  gold, representing  approximately 30%  of the  Company's recoverable
proved and probable reserves,  were sold forward  under forward sales  contracts
with a total notional value of $24,679. These contracts extend through September
1996 and generally mature on a quarterly basis, ratably over the period. Because
only  a portion of its future production  is currently sold forward, the Company
can take advantage of increases, if any, in the spot price of gold. At  December
31,  1994,  the fair  value of  the  Company's forward  sales contracts  was not
significant.
 
     Fuel contracts  --  The  Company has  hedged  a  portion of  its  jet  fuel
requirements  through a swap contract. At  December 31, 1994, the notional value
of the jet fuel swap, aggregating  12.5 million gallons, through March 31,  1995
was  $6,488. In addition, the Company has entered into several commodity options
transactions that are intended to  protect against significant increases in  jet
fuel  prices. These transactions, aggregate 23.3 million gallons with a notional
value of $15,840 and are applicable throughout 1995 in amounts ranging from  3.5
million  gallons per month in  the first quarter of  1995 to 2.1 million gallons
per month in the  fourth quarter of  1995. The Company has  also entered into  a
collar  transaction,  applicable  to 7.2  million  gallons that  provides  for a
minimum and maximum per gallon price. This transaction is settled monthly  based
upon the average of the high and low prices during each period.
 
     The  fair value  of these  fuel hedge  transactions may  fluctuate over the
course of the contract period  due to changes in the  supply and demand for  oil
and  refined products. Thus, the economic gain  or loss, if any, upon settlement
of the contracts may differ from the  fair value of the contracts at an  interim
date.  At  December  31,  1994,  the  fair  value  of  these  contracts  was not
significant.
 
     Interest rate  contracts --  In  connection with  the aircraft  leasing  by
Burlington in 1993, the Company entered into interest rate cap agreements. These
agreements have a notional amount of $60,000 and cap
 
                                     IX-12

                     THE PITTSTON COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
the  Company's interest rate on certain aircraft leases at 8.5% through April 1,
1996. As  discussed further  in Note  7, in  1994, the  Company entered  into  a
variable  to  fixed  interest  rate  swap agreement.  The  fair  value  of these
contracts was $1,759 at December 31, 1994.
 
3. ACCOUNTS RECEIVABLE -- TRADE
 
     For each of the years in the three-year period ended December 31, 1994, the
Company maintained agreements  with financial  institutions whereby  it had  the
right to sell certain coal receivables to those institutions. Certain agreements
contained  provisions for sales  with recourse and  other agreements had limited
recourse. All agreements have since expired.  No receivables were sold in  1994.
In  1993 and 1992  total coal receivables of  approximately $16,143 and $65,231,
respectively, were sold under such agreements. As of December 31, 1994 and 1993,
there were no receivables sold which remained to be collected.
 
4. PROPERTY, PLANT AND EQUIPMENT
 
     Property, plant and equipment, at cost consists of the following:

                                                                             DECEMBER 31
                                                                         --------------------
                                                                           1994        1993
                                                                         --------    --------

Bituminous coal lands.................................................   $102,392    $118,944
Land -- other than coal lands.........................................     29,914      11,212
Buildings.............................................................     45,344      40,838
Machinery and equipment...............................................    662,844     611,360
                                                                         --------    --------
                                                                         $840,494    $782,354
                                                                         --------    --------
                                                                         --------    --------

     The estimated  useful  lives  for  property, plant  and  equipment  are  as
follows:

                                                                             YEARS
                                                                            -------

Buildings................................................................   3 to 25
Machinery and equipment..................................................   2 to 20

     Depreciation  and  depletion of  property,  plant and  equipment aggregated
$74,270 in 1994, $63,953 in 1993 and $57,291 in 1992. For the nine months  ended
September  30, 1995  and 1994 (unaudited),  depreciation of  property, plant and
equipment aggregated $59,777 and $52,278, respectively.
 
     Capitalized mine development costs totaled $11,908 in 1994, $2,181 in  1993
and $18,487 in 1992.
 
     Changes  in  capitalized subscriber  installation  costs for  home security
systems were as follows:

                                                        NINE MONTHS
                                                           ENDED             YEAR ENDED DECEMBER 31
                                                       SEPTEMBER 30     --------------------------------
                                                           1995           1994        1993        1992
                                                       -------------    --------    --------    --------
                                                        (UNAUDITED)

Capitalized subscriber installation costs --
  beginning of year.................................      $81,445       $ 65,785    $ 54,668    $ 44,842
Capitalized cost of security system installations...       29,141         32,309      23,972      20,694
Capitalized cost of security systems acquired.......       --              --          --           (143)
Depreciation, including amounts recognized to fully
  depreciate capitalized costs for installations
  disconnected during the period....................      (15,372)       (16,649)    (12,855)    (10,725)
                                                          -------       --------    --------    --------
Capitalized subscriber installation costs -- end of
  period............................................      $95,214       $ 81,445    $ 65,785    $ 54,668
                                                          -------       --------    --------    --------
                                                          -------       --------    --------    --------

                                     IX-13

                     THE PITTSTON COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
     New subscribers were 75,200 in 1994, 59,700 in 1993 and 51,300 in 1992. For
the nine  months ended  September  30, 1995  (unaudited), new  subscribers  were
58,900.
 
     As  of January 1, 1992,  BHS elected to capitalize  categories of costs not
previously capitalized for  home security system  installations. This change  in
accounting   principle  is  preferable  because   it  more  accurately  reflects
subscriber installation costs. The  additional costs not previously  capitalized
consisted  of costs for installation labor and related benefits for supervisory,
installation scheduling, equipment testing and  other support personnel (in  the
amount  of $2,645 in 1994, $2,567 in 1993 and $2,327 in 1992) and costs incurred
in maintaining facilities and vehicles dedicated to the installation process (in
the amount of $1,492 in 1994, $1,484 in 1993 and $1,994 in 1992). The effect  of
this  change in  accounting principle  was to  increase operating  profit of the
consolidated group and the BHS segment in 1994, 1993 and 1992 by $4,137,  $4,051
and  $4,321, respectively, and net income of  the Company and the Services Group
in 1994, 1993 and 1992  by $2,486, $2,435 and  $2,596, respectively, or by  $.07
per share in each year. The effect of this change in accounting principle was to
increase  operating profit of the consolidated group and the BHS segment for the
first  nine  months  of  1995  and  1994  (unaudited)  by  $3,204  and   $3,114,
respectively. The effect of this change increased net income per common share of
the  Services Group for  the first nine  months of 1995  and 1994 (unaudited) by
$.05. Prior to January 1, 1992, the  records needed to identify such costs  were
not  available. Thus,  it was impossible  to accurately calculate  the effect on
retained earnings  as of  January 1,  1992. However,  the Company  believes  the
effect on retained earnings as of January 1, 1992, was immaterial.
 
     Because  capitalized subscriber  installation costs for  prior periods were
not adjusted  for the  change in  accounting principle,  installation costs  for
subscribers  in those years will continue to  be depreciated based on the lesser
amounts capitalized in prior periods. Consequently, depreciation of  capitalized
subscriber  installation costs  in the current  year and  until such capitalized
costs prior to January 1, 1992, are fully depreciated will be less than if  such
prior periods' capitalized costs had been adjusted for the change in accounting.
However,  the Company believes the  effect on net income  in 1994, 1993 and 1992
was immaterial.
 
5. INTANGIBLES
 
     Intangibles consist entirely of the excess  of cost over fair value of  net
assets  of companies acquired and are net of accumulated amortization of $75,649
at December 31,  1994, and $65,738  at December 31,  1993. The estimated  useful
life  of  intangibles  is  generally forty  years.  Amortization  of intangibles
aggregated $9,686 in 1994, $7,126 in 1993 and $7,184 in 1992.
 
                                     IX-14

                     THE PITTSTON COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
6. INCOME TAXES
 
     The provision (credit) for income taxes consists of the following:

                                                                 U.S.
                                                               FEDERAL     FOREIGN    STATE      TOTAL
                                                               --------    -------    ------    --------

1994:
     Current................................................   $  7,563    $ 5,956    $5,686    $ 19,205
     Deferred...............................................    (20,238)     2,696      (235)    (17,777)
                                                               --------    -------    ------    --------
     Total..................................................   $(12,675)   $ 8,652    $5,451    $  1,428
                                                               --------    -------    ------    --------
                                                               --------    -------    ------    --------
1993:
     Current................................................   $ 16,385    $ 9,705    $3,353    $ 29,443
     Deferred...............................................    (20,719)    (7,939)     (777)    (29,435)
                                                               --------    -------    ------    --------
     Total..................................................   $ (4,334)   $ 1,766    $2,576    $      8
                                                               --------    -------    ------    --------
                                                               --------    -------    ------    --------
1992:
     Current................................................   $ 12,643    $ 2,640    $4,173    $ 19,456
     Deferred...............................................      8,675        583      (195)      9,063
                                                               --------    -------    ------    --------
     Total..................................................   $ 21,318    $ 3,223    $3,978    $ 28,519
                                                               --------    -------    ------    --------
                                                               --------    -------    ------    --------

     The significant components of  the deferred tax  expense (benefit) were  as
follows:

                                                                          1994        1993       1992
                                                                        --------    --------    -------

Deferred tax expense (benefit), exclusive of the components listed
  below..............................................................   $(16,869)   $(33,157)   $ 8,209
Investment tax credit carryforwards..................................      --          --         8,978
Net operating loss carryforwards.....................................       (393)      1,793       (654)
Alternative minimum tax credits......................................      1,147       4,826     (9,814)
Change in the valuation allowance for deferred tax assets............     (1,662)     (1,397)     2,344
Adjustment to deferred tax assets and liabilities for the change in
  the U.S. Federal tax rate..........................................      --         (1,500)     --
                                                                        --------    --------    -------
                                                                        $(17,777)   $(29,435)   $ 9,063
                                                                        --------    --------    -------
                                                                        --------    --------    -------

     The tax benefit for compensation expense related to the exercise of certain
employee  stock options for  tax purposes in excess  of compensation expense for
financial reporting purposes  is recognized  as an  adjustment to  shareholders'
equity.
 
                                     IX-15

                     THE PITTSTON COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
     The  components of the net  deferred tax asset as  of December 31, 1994 and
December 31, 1993 were as follows:

                                                                                     1994        1993
                                                                                   --------    --------

Deferred tax assets:
     Accounts receivable........................................................   $  5,522    $  5,630
     Postretirement benefits other than pensions................................     94,430      93,341
     Workers' compensation and other claims.....................................     58,285      60,007
     Other liabilities and reserves.............................................    104,382      85,002
     Miscellaneous..............................................................      9,975      10,595
     Net operating loss carryforwards...........................................      8,692       8,299
     Alternative minimum tax credits............................................     30,884      30,774
     Valuation allowance........................................................     (8,193)     (9,855)
                                                                                   --------    --------
          Total deferred tax asset..............................................    303,977     283,793
                                                                                   --------    --------
Deferred tax liabilities:
     Property, plant and equipment..............................................     55,095      62,391
     Pension assets.............................................................     47,159      45,566
     Other assets...............................................................      4,217       4,955
     Investments in foreign affiliates..........................................     11,965      13,044
     Miscellaneous..............................................................     64,513      60,286
                                                                                   --------    --------
          Total deferred tax liability..........................................    182,949     186,242
                                                                                   --------    --------
          Net deferred tax asset................................................   $121,028    $ 97,551
                                                                                   --------    --------
                                                                                   --------    --------

     The valuation allowance relates to  deferred tax assets in certain  foreign
and state jurisdictions.
 
     Based on the Company's historical and expected taxable earnings, management
believes it is more likely than not that the Company will realize the benefit of
the existing deferred tax asset at December 31, 1994.
 
     The  following table  accounts for  the difference  between the  actual tax
provision and the amounts obtained by applying the statutory U.S. federal income
tax rate of 35%  in 1994 and 1993  and 34% in 1992  to the income (loss)  before
income taxes.

                                                                                       YEAR ENDED DECEMBER 31
                                                                                   ------------------------------
                                                                                     1994       1993       1992
                                                                                   --------    -------    -------
                                                                                                 
Income (loss) before income taxes:
     United States..............................................................   $(16,517)   $(7,329)   $58,053
     Foreign....................................................................     44,842     21,483     19,553
                                                                                   --------    -------    -------
                                                                                   $ 28,325    $14,154    $77,606
                                                                                   --------    -------    -------
                                                                                   --------    -------    -------
Tax provision computed at statutory rate........................................   $  9,914    $ 4,954    $26,386
Increases (reductions) in taxes due to:
     Percentage depletion.......................................................     (9,313)    (7,598)    (5,033)
     State income taxes (net of federal tax benefit)............................      5,043      1,924      2,064
     Goodwill amortization......................................................      2,437      3,055      2,229
     Difference between total taxes on foreign income and the U.S. federal
       statutory rate...........................................................     (6,111)      (118)    (1,254)
     Change in the valuation allowance for deferred tax assets..................     (1,662)    (1,397)     2,344
     Adjustment to deferred tax assets and liabilities for the change in the
       U.S. Federal tax rate....................................................      --        (1,500)     --
     Miscellaneous..............................................................      1,120        688      1,783
                                                                                   --------    -------    -------
Actual tax provision............................................................   $  1,428    $     8    $28,519
                                                                                   --------    -------    -------
                                                                                   --------    -------    -------

     It  is  the  policy of  the  Company  to accrue  deferred  income  taxes on
temporary differences related  to the financial  statement carrying amounts  and
tax  bases  of  investments in  foreign  subsidiaries and  affiliates  which are
expected to  reverse in  the foreseeable  future. As  of December  31, 1994  and
December  31,  1993  the  unrecognized  deferred  tax  liability  for  temporary
differences of approximately
 
                                     IX-16

                     THE PITTSTON COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
$56,697  and   $43,640,  respectively,   related  to   investments  in   foreign
subsidiaries  and affiliates  that are essentially  permanent in  nature and not
expected to  reverse in  the foreseeable  future was  approximately $19,844  and
$15,274, respectively.
 
     The  Company and its domestic subsidiaries file a consolidated U.S. federal
income tax return. Such returns have been audited and settled with the  Internal
Revenue Service through the year 1981.
 
     As of December 31, 1994, the Company had $30,884 of alternative minimum tax
credits  available to offset future U.S. federal income taxes and, under current
tax law, the carryforward period for such credits is unlimited.
 
     The tax benefit of net operating loss carryforwards as at December 31, 1994
was $8,692 and related  to various state and  foreign taxing jurisdictions.  The
expiration periods primarily range from 5 to 15 years.
 
7. LONG-TERM DEBT
 
     Consists of the following:

                                                                                     AS OF DECEMBER 31
                                                                                    -------------------
                                                                                      1994       1993
                                                                                    --------    -------

Senior obligations:
     U.S. dollar term loan due 1999 (year-end rate 6.48% in 1994)................   $100,000    $ --
     Revolving credit notes due 1999 (5.75% in 1994).............................      9,400      --
     U.S. dollar term loan due 1996 to 1997 (6.50% in 1994 and 3.81% in 1993)....      3,451      5,321
     Canadian dollar term loan due 1999 (6.19% in 1994)..........................      2,852      --
     Dutch guilder term loan due 1995 (6.69% in 1993)............................      --         1,250
     U.S. dollar term loan due 1995 (4.06% in 1993)..............................      --         1,714
     Revolving credit notes (year-end rate 3.53% in 1993)........................      --         2,100
     All other...................................................................      2,562      2,629
                                                                                    --------    -------
                                                                                     118,265     13,014
                                                                                    --------    -------
Subordinated obligations:
     4% subordinated debentures due 1997.........................................     14,648     14,648
     9.20% convertible subordinated debentures due 2004..........................      --        27,811
                                                                                    --------    -------
                                                                                      14,648     42,459
                                                                                    --------    -------
Obligations under capital leases (average rates 9.08% in 1994 and 9.62% in
  1993)..........................................................................      5,158      2,915
                                                                                    --------    -------
          Total long-term debt, less current maturities..........................   $138,071    $58,388
                                                                                    --------    -------
                                                                                    --------    -------

     For  the  four  years  through December  31,  1999,  minimum  repayments of
long-term debt outstanding are as follows:

                                                                        
1996....................................................................   $  5,769
1997....................................................................     17,744
1998....................................................................      1,175
1999....................................................................    112,641

     In 1994, the Company entered into  a standard three year variable to  fixed
interest  rate swap agreement. This agreement  fixed the Company's interest rate
at 5% on  current borrowings of  $40,000 in principal.  The principal amount  to
which  the 5% interest rate applies declines periodically throughout the term of
the agreement.
 
                                     IX-17

                     THE PITTSTON COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
     In March 1994, the Company entered into a $350,000 credit agreement with  a
syndicate  of  banks (the  'New Facility'),  replacing the  Company's previously
existing $250,000 of revolving  credit agreements. The  New Facility included  a
$100,000  five-year term loan,  which originally matured in  March 1999. The New
Facility also permitted additional borrowings, repayments and reborrowings of up
to an aggregate of $250,000 initially until  March 1999. In March 1995, the  New
Facility  was amended to extend the maturity of the term loan to May 2000 and to
permit the additional  borrowings, repayments and  reborrowings until May  2000.
Interest  on borrowings  under the  New Facility  is payable  at rates  based on
prime, certificate of deposit, Eurodollar or money market rates.
 
     The Dutch guilder  loan to Brink's  bears interest based  on a  Euroguilder
rate,  or if converted to a U.S. dollar loan based on prime, Eurodollar or money
market rates. In January 1992, a portion of the guilder loan was converted  into
a  U.S. dollar loan. The U.S. dollar term loan due 1996 to 1997 to Brink's bears
interest based on the Eurodollar rate.
 
     The Canadian dollar  term loan  to a  wholly owned  indirect subsidiary  of
Burlington  bears interest based on Canadian prime or Bankers' Acceptance rates,
or if converted  to a  U.S. dollar  loan based  on Eurodollar  or Federal  Funds
rates. The loan is guaranteed by the Company.
 
     Under the terms of the loans, Brink's and Burlington have agreed to various
restrictions  relating to  net worth,  disposition of  assets and  incurrence of
additional debt.
 
     The 4% subordinated debentures due July 1, 1997, are exchangeable only  for
cash, at the rate of $157.80 per $1,000 debenture. The debentures are redeemable
at  the Company's option, in whole or in part, at any time prior to maturity, at
redemption prices equal to 100% of principal amount.
 
     On April  15,  1994, the  Company  redeemed  all of  the  9.2%  convertible
subordinated  debentures due July 1, 2004, at a premium of $767. The premium has
been included  in the  Consolidated  Statement of  Operations in  'Other  income
(expense), net'.
 
     Various  international subsidiaries maintain lines  of credit and overdraft
facilities aggregating approximately $75,000 with a number of banks on either  a
secured or unsecured basis.
 
     Under  the terms of some of its debt instruments, the Company has agreed to
various restrictions relating  to the  payment of dividends,  the repurchase  of
capital  stock, the  maintenance of  consolidated net  worth, and  the amount of
additional funded debt which may be incurred. Allowable restricted payments  for
dividends and stock repurchases aggregated $175,486 at December 31, 1994.
 
     At  December 31,  1994, the  Company had  outstanding unsecured  letters of
credit totaling $81,450 primarily supporting the Company's obligations under its
various self-insurance programs.
 
8. STOCK OPTIONS
 
     The Company grants  options under  its 1988  Stock Option  Plan (the  '1988
Plan')  to executives  and key employees  and under  its Non-Employee Directors'
Stock Option Plan  (the 'Non-Employee  Plan') to outside  directors to  purchase
common  stock at a  price not less than  100% of quoted market  value at date of
grant.  As  part  of  the  Services  Stock  Proposal  (Note  9),  the  1988  and
Non-Employee  Plans were amended to permit option grants to be made to optionees
with respect to either Services Stock or Minerals Stock, or both.
 
     The Company's  1979 Stock  Option Plan  (the '1979  Plan') and  1985  Stock
Option  Plan (the '1985 Plan') terminated in 1985 and 1988, respectively, except
as to options still outstanding.
 
     At the Effective Date of the  Services Stock Proposal a total of  2,228,225
shares  of common stock were subject to options outstanding under the 1988 Plan,
the Non-Employee Plan, the 1979 Plan and the 1985 Plan. Pursuant to antidilution
provisions in the option agreements covering such options, the Company converted
these options into options  for shares of Services  Stock or Minerals Stock,  or
both,  depending primarily on the employment  status and responsibilities of the
particular optionee. In the
 
                                     IX-18

                     THE PITTSTON COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
case of optionees having Company-wide responsibilities, each outstanding  option
was  converted into  an option  for Services  Stock and  an option  for Minerals
Stock, in the same ratio as the  distribution on the Effective Date of  Minerals
Stock  to shareholders of the Company, viz.,  one share to one-fifth of a share,
with any resultant fractional  share of Minerals Stock  rounded downward to  the
nearest whole number of shares. In the case of other optionees, each outstanding
option  was converted  into a  new option  for only  Services Stock  or Minerals
Stock, as the case may be, following the Effective Date. As a result,  2,167,247
shares  of Services Stock and  507,698 shares of Minerals  Stock were subject to
options outstanding as of the Effective Date.
 
     The table below summarizes the activity in all plans.

                                                                                                         AGGREGATE
                                                                                             NO. OF       OPTION
                                                                                             SHARES        PRICE
                                                                                            ---------    ---------

The Pittston Company Common Stock Options:
     Granted:
          1993...........................................................................      17,500     $   294
          1992...........................................................................     758,300      11,706
     Became exercisable:
          1993...........................................................................     468,250       7,749
          1992...........................................................................     320,009       5,367
     Exercised:
          1993...........................................................................     377,191       5,379
          1992...........................................................................     113,347       1,472
Pittston Services Group Common Stock Options:
     Outstanding:
          12/31/94.......................................................................   1,990,197      38,401
          12/31/93.......................................................................   2,378,804      42,680
     Granted:
          1994...........................................................................      73,000       2,018
          1993...........................................................................     829,000      22,080
     Became exercisable:
          1994...........................................................................     421,030       7,593
          1993...........................................................................      21,008         273
     Exercised:
          1994...........................................................................     421,302       5,567
          1993...........................................................................     594,129       7,638
Pittston Minerals Group Common Stock Options:
     Outstanding:
          12/31/94.......................................................................     507,323       9,571
          12/31/93.......................................................................     623,498      11,023
     Granted:
          1994...........................................................................      23,000         431
          1993...........................................................................     252,000       6,094
     Became exercisable:
          1994...........................................................................     108,259       1,978
          1993...........................................................................       3,575          50
     Exercised:
          1994...........................................................................     128,667       1,765
          1993...........................................................................     134,528       1,738

                                     IX-19

                     THE PITTSTON COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
     At December 31,  1994, a total  of 1,121,047 shares  of Services Stock  and
271,815  shares  of Minerals  Stock were  exercisable.  In addition,  there were
3,634,470 shares of Services Stock and 725,323 shares of Minerals Stock reserved
for issuance under the plans, including  1,644,273 shares of Services Stock  and
218,000 shares of Minerals Stock reserved for future grant.
 
9. CAPITAL STOCK
 
     On  July 26, 1993  (the 'Effective Date'), the  shareholders of the Company
approved the  Services  Stock Proposal,  as  described in  the  Company's  proxy
statement  dated  June  24,  1993,  resulting  in  the  reclassification  of the
Company's common  stock. The  outstanding shares  of Company  common stock  were
redesignated  as Services Stock on a share-for-share basis and a second class of
common stock, designated  as Minerals  Stock, was  distributed on  the basis  of
one-fifth  of  one share  of  Minerals Stock  for  each share  of  the Company's
previous common stock held by shareholders of record on July 26, 1993.  Minerals
Stock  and Services  Stock are  designed to  provide shareholders  with separate
securities reflecting the  performance of  the Minerals Group  and the  Services
Group,  respectively,  without diminishing  the benefits  of remaining  a single
corporation or precluding future transactions affecting either Group.
 
     The Company, at any time, has the right to exchange each outstanding  share
of  Minerals Stock for shares of Services Stock having a fair market value equal
to 115% of the fair  market value of one share  of Minerals Stock. In  addition,
upon  the sale,  transfer, assignment or  other disposition,  whether by merger,
consolidation, sale or contribution  of assets or stock  or otherwise of all  or
substantially  all of  the properties  and assets of  the Minerals  Group to any
person, entity or group  (with certain exceptions), the  Company is required  to
exchange  each outstanding share of Minerals  Stock for shares of Services Stock
having a fair market value equal to 115%  of the fair market value of one  share
of  Minerals Stock. Shares of Services Stock  are not subject to either optional
or mandatory exchange.
 
     Holders of Services  Stock have  one vote  per share.  Holders of  Minerals
Stock  have one vote per share, subject to adjustment on January 1, 1996, and on
each January 1 every  two years thereafter based  upon the relative fair  market
value  of one share  of Minerals Stock and  one share of  Services Stock on each
such date. Accordingly,  beginning on January  1, 1996, each  share of  Minerals
Stock  may  have more  than, less  than or  continue to  have exactly  one vote.
Holders of Services Stock  and Minerals Stock vote  together as a single  voting
group  on all matters as to which  all common shareholders are entitled to vote.
In addition, as prescribed by Virginia law, certain amendments to the  Company's
Restated   Articles  of   Incorporation  affecting,  among   other  things,  the
designation, rights, preferences or limitations of one class of common stock, or
any merger or statutory share exchange, must be approved by the holders of  such
class  of  common stock,  voting as  a  separate voting  group, and,  in certain
circumstances, may also have to be approved by the holders of the other class of
common stock, voting as a separate voting group.
 
     In the event of  a dissolution, liquidation or  winding up of the  Company,
the  holders  of  Services  Stock  and Minerals  Stock  will  receive  the funds
remaining for distribution, if  any, to the common  shareholders on a per  share
basis in proportion to the total number of shares of Services Stock and Minerals
Stock,  respectively, then  outstanding to  the total  number of  shares of both
classes of common stock then outstanding.
 
     In July 1993,  the Board  of Directors  authorized a  new share  repurchase
program  under which up to 1,250,000 shares of Services Stock and 250,000 shares
of Minerals Stock may be repurchased from time to time in the open market or  in
private transactions, as conditions warrant, not to exceed an aggregate purchase
price  of  $43,000. Through  December 31,  1994,  a total  of 256,100  shares of
Services Stock were repurchased  at a total  cost of $6,188,  all of which  were
repurchased  in 1994.  Through December  31, 1994, a  total of  38,500 shares of
Minerals Stock were repurchased at a total cost of $808, of which 19,700  shares
were  acquired in 1994 at a total cost of $401. The program to acquire shares in
the open market
 
                                     IX-20

                     THE PITTSTON COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
remains in  effect in  1995. During  the nine  months ended  September 30,  1995
(unaudited),  145,800 shares of Services Stock  were repurchased at a total cost
of $3,435 and 78,800 shares of Minerals  Stock were repurchased at a total  cost
of  $912. In November 1995, the Board increased the remaining purchase authority
for Minerals Stock to 1,000,000 shares, not to exceed $45 million for all common
shares of the Company.
 
     The Company has  authority to  issue up  to 2,000,000  shares of  preferred
stock,  par value  $10 per  share. In January  1994, the  Company issued 161,000
shares of its $31.25 Series C Cumulative Convertible Preferred Stock, par  value
$10  per share  (the 'Convertible  Preferred Stock').  The Convertible Preferred
Stock pays an annual cumulative dividend of $31.25 per share payable  quarterly,
in  cash,  in  arrears,  out  of all  funds  of  the  Company  legally available
therefore, when, as and if  declared by the Board  of Directors of the  Company,
and  bears a liquidation preference  of $500 per share,  plus an amount equal to
accrued and unpaid dividends  thereon. Each share  of the Convertible  Preferred
Stock  is convertible at the option of the holder at any time, unless previously
redeemed or, under certain circumstances, called for redemption, into shares  of
Minerals  Stock at a  conversion price of  $32.175 per share  of Minerals Stock,
subject  to   adjustment  in   certain  circumstances.   Except  under   certain
circumstances,  the  Convertible  Preferred  Stock is  not  redeemable  prior to
February 1, 1997. On and after such date, the Company may at its option,  redeem
the  Convertible Preferred Stock, in  whole or in part,  for cash initially at a
price of $521.875 per share, and thereafter at prices declining ratably annually
on each February 1 to an amount equal to $500.00 per share on and after February
1, 2004, plus in each  case an amount equal to  accrued and unpaid dividends  on
the  date of redemption. Except under  certain circumstances or as prescribed by
Virginia law, shares  of the  Convertible Preferred Stock  are nonvoting.  Other
than  the Convertible Preferred Stock no shares of preferred stock are presently
issued or outstanding.
 
     In July  1994,  the  Board  of Directors  of  the  Company  authorized  the
repurchase from time to time of up to $15,000 of Convertible Preferred Stock. As
of  December  31,  1994,  8,350 shares  at  a  total cost  of  $3,366  have been
repurchased. The program  to acquire  shares remains in  effect in  1995. As  of
September  30, 1995 (unaudited), 24,720  shares at a total  cost of $9.6 million
were repurchased,  of  which  16,370 shares  at  a  cost of  $6.3  million  were
repurchased  in  the first  nine months  of  1995. In  November 1995,  the Board
authorized an increase in the remaining authority to $15 million.
 
     Under a Shareholder Rights Plan adopted by the Company's Board of Directors
in 1987  and  amended in  December  1988, rights  to  purchase a  new  Series  A
Participating Cumulative Preferred Stock (the 'Series A Preferred Stock') of the
Company  were distributed as a dividend at the  rate of one right for each share
of the Company's  common stock.  Pursuant to  the Services  Stock Proposal,  the
Shareholders  Rights Plan was amended and restated  to reflect the change in the
capital structure of the  Company. Each existing right  was amended to become  a
Pittston  Services Group right  (a 'Services Right').  Holders of Minerals Stock
received one  Pittston  Minerals  Group  right (a  'Minerals  Right')  for  each
outstanding share of Minerals Stock. Each Services Right, if and when it becomes
exercisable,  will entitle the  holder to purchase one-thousandth  of a share of
Series A Preferred Stock at a purchase price of $40, subject to adjustment. Each
Minerals Right, if and when it  becomes exercisable, will entitle the holder  to
purchase  one-thousandth  of  a  share  of  Series  B  Participating  Cumulative
Preferred Stock (the  'Series B Preferred  Stock') at a  purchase price of  $40,
subject  to adjustment.  Each fractional share  of Series A  Preferred Stock and
Series B Preferred  Stock will be  entitled to participate  in dividends and  to
vote  on an equivalent basis with one whole share of Services Stock and Minerals
Stock, respectively. Each right will not  be exercisable until ten days after  a
third  party acquires 20% or more of  the total voting rights of all outstanding
Services Stock and  Minerals Stock or  ten days after  commencement of a  tender
offer  or exchange offer  by a third party  for 30% or more  of the total voting
rights of all outstanding Services Stock and Minerals Stock. If after the rights
become exercisable,  the Company  is  acquired in  a  merger or  other  business
combination,  each right will  entitle the holder to  purchase, for the purchase
price, common stock of the surviving or acquiring company having a market  value
of twice
 
                                     IX-21

                     THE PITTSTON COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
the  purchase price.  In the  event a third  party acquires  30% or  more of all
outstanding Services Stock and  Minerals Stock or engages  in one or more  'self
dealing'  transactions with the Company, the  rights will entitle each holder to
purchase, at the purchase  price, that number of  fractional shares of Series  A
Preferred  Stock and Series B Preferred Stock equivalent to the number of shares
of common stock which at  the time of the triggering  event would have a  market
value  of twice the purchase price. The rights may be redeemed by the Company at
a price of $.01 per right and expire on September 25, 1997.
 
     The Company's Articles of Incorporation limits dividends on Minerals  Stock
to  the lesser of (i)  all funds of the  Company legally available therefore (as
prescribed by Virginia law) and (ii) the Available Minerals Dividend Amount  (as
defined  in the Articles of Incorporation).  At December 31, 1994, the Available
Minerals Dividend Amount was at least  $24,788. Dividends on Minerals Stock  are
also  restricted by covenants in the Company's public indentures and bank credit
agreements (Note 7).
 
     In December 1992, the Company formed The Pittston Company Employee Benefits
Trust (the 'Trust') to hold shares of its common stock to fund obligations under
certain employee benefit programs. Upon formation of the Trust, the Company sold
for a promissory note of the Trust, 4,000,000 new shares of its common stock  to
the  Trust at a price equal to the fair  value of the stock on the date of sale.
Upon approval of the Services Stock Proposal, 3,871,826 shares in the Trust were
redesignated as  Services  Stock  and  774,365 shares  of  Minerals  Stock  were
distributed  to the  Trust. At December  31, 1994, 3,778,565  shares of Services
Stock (3,853,778 in 1993) and 723,218 (770,301 in 1993) shares of Minerals Stock
remained in the  Trust, valued  at market.  These shares  will be  voted by  the
trustee  in  the  same proportion  as  those  voted by  the  Company's employees
participating in the Company's Savings Investment Plan. The fair market value of
the shares is included in  each issue of common stock  and capital in excess  of
par  and,  in  total, as  a  reduction  to common  shareholders'  equity  in the
Company's consolidated balance sheet.
 
10. ACQUISITIONS
 
     On January 14,  1994, a  wholly owned  indirect subsidiary  of the  Company
completed the acquisition of substantially all of the coal mining operations and
coal  sales contracts of Addington Resources, Inc. for $157,324. The acquisition
has been accounted for as a  purchase; accordingly, the purchase price has  been
allocated  to the  underlying assets and  liabilities based  on their respective
estimated fair  value at  the date  of  acquisition. The  fair value  of  assets
acquired  was $173,959 and  liabilities assumed was $138,518.  The excess of the
purchase price over the  fair value of assets  acquired and liabilities  assumed
was  $121,883 and is being amortized over a period of forty years. The financial
statements include the results of operations since the date of acquisition.
 
     The acquisition  was financed  by the  issuance of  $80,500 of  Convertible
Preferred  Stock  (Note  9)  and  additional  borrowing  under  existing  credit
facilities. In March 1994, the additional debt incurred for this acquisition was
refinanced with a portion of the proceeds from the five-year term loan (Note 7).
 
     The following pro forma results,  however, assume that the acquisition  and
related financing had occurred at the beginning of 1993. The unaudited pro forma
data  below  are  not necessarily  indicative  of  the results  that  would have
occurred if the transaction was in effect for the year ended December 31,  1993,
nor are they indicative of the future results of operations of the Company.

                                                                                                       PRO FORMA
                                                                                                      (UNAUDITED)
                                                                                                       YEAR ENDED
                                                                                                      DECEMBER 31
                                                                                                          1993
                                                                                                      ------------
                                                                                                   
Net sales and operating revenues...................................................................    $2,527,720
                                                                                                      ------------
                                                                                                      ------------
Net income.........................................................................................    $   29,769
                                                                                                      ------------
                                                                                                      ------------

                                                  (table continued on next page)
 
                                     IX-22

                     THE PITTSTON COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
(table continued from previous page)

                                                                                                       PRO FORMA
                                                                                                      (UNAUDITED)
                                                                                                       YEAR ENDED
                                                                                                      DECEMBER 31
                                                                                                          1993
                                                                                                      ------------
                                                                                                   
Pittston Services Group:
     Net income attributed to common shares........................................................    $   47,126
                                                                                                      ------------
                                                                                                      ------------
     Net income per common share...................................................................    $     1.28
                                                                                                      ------------
                                                                                                      ------------
     Average common shares outstanding.............................................................        36,907
                                                                                                      ------------
                                                                                                      ------------
Pittston Minerals Group:
     Net loss attributed to common shares..........................................................    $  (22,388)
                                                                                                      ------------
                                                                                                      ------------
     Net loss per common share.....................................................................    $    (3.03)
                                                                                                      ------------
                                                                                                      ------------
     Average common shares outstanding.............................................................         7,381
                                                                                                      ------------
                                                                                                      ------------

     In addition, during 1994, the Company acquired several small businesses and
made  a contingent payment related to an acquisition made in a prior year. Total
consideration paid was $5,938.
 
     During 1993, the Company acquired  one small business and made  installment
and  contingency payments related to other acquisitions made in prior years. The
total consideration paid was $1,435.
 
     During 1992,  the  Company acquired  several  businesses for  an  aggregate
purchase  price of $47,800 including debt and installment payments to be made of
$2,864. The fair value  of assets acquired was  $50,858 and liabilities  assumed
was  $3,058.  In addition,  the  Company made  cash  payments of  $7,624  in the
aggregate for an  equity investment  and contingency  payments for  acquisitions
made in prior years.
 
     The  acquisitions in 1993 and 1992 have been accounted for as purchases and
the purchase price for each acquisition was essentially equal to the fair  value
of assets acquired.
 
     In  1994, 1993 and 1992 the results of operations of the acquired companies
have been included  in the Company's  results of operations  from their date  of
acquisition.
 
11. COAL JOINT VENTURE
 
     The  Company, through  a wholly owned  indirect subsidiary,  entered into a
partnership agreement in 1982  with four other coal  companies to construct  and
operate  coal port facilities in Newport News,  Virginia, in the Port of Hampton
Roads (the 'Facilities'). The Facilities  commenced operations in 1984, and  now
have  an annual throughput  capacity of 22  million tons, with  a ground storage
capacity of approximately 2 million tons. The Company initially had an  indirect
25%  interest in the  partnership, DTA. Initial financing  of the Facilities was
accomplished through the issuance of $135,000 principal amount of revenue  bonds
by  the  Peninsula Ports  Authority of  Virginia (the  'Authority'), which  is a
political subdivision of  the Commonwealth  of Virginia. In  1987, the  original
revenue  bonds  were refinanced  by the  issuance of  $132,800 of  coal terminal
revenue refunding bonds  of which  two series of  these bonds  in the  aggregate
principal  amount  of $33,200  were attributable  to the  Company. In  1990, the
Company acquired an additional indirect 7 1/2% interest in the DTA  partnership,
increasing  its ownership to 32 1/2%. With  the increase in ownership, $9,960 of
the remaining four additional series of  the revenue refunding bonds of  $99,600
became  attributable to the Company. In November 1992, all bonds attributable to
the Company were refinanced with the issuance  of a new series of coal  terminal
revenue  refunding bonds in  the aggregate principal amount  of $43,160. The new
series of bonds bear  a fixed interest  rate of 7 3/8%.  The Authority owns  the
Facilities  and leases them  to DTA for the  life of the  bonds, which mature on
June 1, 2020. DTA  may purchase the Facilities  for $1 at the  end of the  lease
term. The obligations of the partners are several, and not joint.
 
                                     IX-23

                     THE PITTSTON COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
     Under loan agreements with the Authority, DTA is obligated to make payments
sufficient to provide for the timely payment of the principal of and interest on
the  bonds of  the new  series. Under a  throughput and  handling agreement, the
Company has agreed to make  payments to DTA that  in the aggregate will  provide
DTA with sufficient funds to make the payments due under the loan agreements and
to pay the Company's share of the operating costs of the Facilities. The Company
has also unconditionally guaranteed the payment of the principal of and premium,
if  any, and  the interest on  the new  series of bonds.  Payments for operating
costs aggregated $7,173 in 1994, $7,949 in 1993 and $6,819 in 1992. The  Company
has  the right  to use  32 1/2% of  the throughput  and storage  capacity of the
Facilities subject to user rights of third parties which pay the Company a  fee.
The Company pays throughput and storage charges based on actual usage at per ton
rates determined by DTA.
 
12. LEASES
 
     The  Company  and its  subsidiaries  lease aircraft,  facilities, vehicles,
computers and coal mining and  other equipment under long-term operating  leases
with  varying  terms, and  most of  the leases  contain renewal  and/or purchase
options. As of December 31, 1994, aggregate future minimum lease payments  under
noncancellable operating leases were as follows:

                                                                                     EQUIPMENT
                                                           AIRCRAFT    FACILITIES     & OTHER      TOTAL
                                                           --------    ----------    ---------    --------

1995....................................................   $ 30,237     $  31,652    $ 35,977     $ 97,866
1996....................................................     22,641        25,286      24,962       72,889
1997....................................................     20,983        21,727      17,678       60,388
1998....................................................      4,815        18,619      11,164       34,598
1999....................................................      --           14,886       4,420       19,306
2000....................................................      --           13,052       1,657       14,709
2001....................................................      --           10,334         694       11,028
2002....................................................      --            8,545         419        8,964
2003....................................................      --            7,797         418        8,215
2004....................................................      --            7,384         417        7,801
Later Years.............................................      --           58,987       3,716       62,703
                                                           --------    ----------    ---------    --------
                                                           $ 78,676     $ 218,269    $101,522     $398,467
                                                           --------    ----------    ---------    --------
                                                           --------    ----------    ---------    --------

     These  amounts are net of  aggregate future minimum noncancellable sublease
rentals of $6,161.
 
     A wholly-owned  subsidiary of  the Company  entered into  two  transactions
covering  various  leases  which  provided for  the  replacement  of  eight B707
aircraft with seven DC8-71 aircraft and  completed an evaluation of other  fleet
related costs. One transaction, representing four aircraft, was reflected in the
1993  financial statements, while the  other transaction, covering the remaining
three aircraft, was reflected in the  1992 financial statements. The net  effect
of  these transactions did  not have a  material impact on  operating profit for
either year.
 
     Rent expense amounted to $110,414 in  1994, $91,439 in 1993 and $84,365  in
1992 and is net of sublease rentals of $800, $862 and $1,488, respectively.
 
     The Company incurred capital lease obligations of $3,152 in 1994, $1,601 in
1993  and $2,316 in 1992. In addition, in 1994 the Company assumed capital lease
obligations of  $16,210 as  part of  the Addington  Resources, Inc.  acquisition
(Note  10). As  of December  31, 1994,  the Company's  obligations under capital
leases were not significant.
 
                                     IX-24

                     THE PITTSTON COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
13. EMPLOYEE BENEFIT PLANS
 
     The Company and its  subsidiaries maintain several noncontributory  defined
benefit  pension plans  covering substantially  all nonunion  employees who meet
certain minimum requirements. Benefits of most of the plans are based on  salary
and years of service. The Company's policy is to fund the actuarially determined
amounts  necessary to provide assets sufficient to  meet the benefits to be paid
to plan participants in accordance with applicable regulations. The net  pension
expense (credit) for 1994, 1993 and 1992 for all plans is as follows:

                                                                            YEAR ENDED DECEMBER 31
                                                                       --------------------------------
                                                                         1994        1993        1992
                                                                       --------    --------    --------

Service cost -- benefits earned during year.........................   $ 12,169    $  9,680    $  9,185
Interest cost on projected benefit obligation.......................     19,781      19,098      17,593
Loss (return) on assets -- actual...................................        576     (46,089)    (31,144)
(Loss) return on assets -- deferred.................................    (33,601)     16,154       1,935
Other amortization, net.............................................      1,441        (440)    (11,669)
                                                                       --------    --------    --------
Net pension expense (credit)........................................   $    366    $ (1,597)   $(14,100)
                                                                       --------    --------    --------
                                                                       --------    --------    --------

     The  assumptions used in  determining the net  pension expense (credit) for
the Company's major pension plan were as follows:

                                                                               1994      1993      1992
                                                                               ----      ----      ----

Interest cost on projected benefit obligation...............................    7.5%      9.0%      9.0%
Expected long-term rate of return on assets.................................   10.0%     10.0%     10.0%
Rate of increase in compensation levels.....................................    4.0%      5.0%      5.0%

     The funded status and prepaid pension expense at December 31, 1994 and 1993
for all plans are as follows:

                                                                                     1994        1993
                                                                                   --------    --------
                                                                                         
Actuarial present value of accumulated benefit obligation:
     Vested.....................................................................   $198,510    $214,017
     Nonvested..................................................................     12,652      11,867
                                                                                   --------    --------
                                                                                    211,162     225,884
Benefits attributable to projected salaries.....................................     33,777      46,979
                                                                                   --------    --------
Projected benefit obligation....................................................    244,939     272,863
Plan assets at fair value.......................................................    339,973     351,021
                                                                                   --------    --------
Excess of plan assets over projected benefit obligation.........................     95,034      78,158
Unamortized initial net asset...................................................     (4,499)     (5,505)
Unrecognized experience loss....................................................     24,247      40,715
Unrecognized prior service cost.................................................      1,963       2,149
                                                                                   --------    --------
Net pension assets..............................................................    116,745     115,517
Current pension liability.......................................................      2,208       1,549
                                                                                   --------    --------
Deferred pension asset per balance sheet........................................   $118,953    $117,066
                                                                                   --------    --------
                                                                                   --------    --------

     For the valuation of pension obligations and the calculation of the  funded
status,  the discount  rate was  8.75% in  1994 and  7.5% in  1993. The expected
long-term rate of return on assets was  10% in both years. The rate of  increase
in compensation levels used was 4% in 1994 and 1993.
 
     The  unrecognized initial net asset at January 1, 1986 (January 1, 1989 for
certain foreign pension plans), the date  of adoption of Statement of  Financial
Accounting Standards No. 87, has been amortized
 
                                     IX-25

                     THE PITTSTON COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
over  the  estimated remaining  average  service life  of  the employees.  As of
December 31, 1994,  approximately 70%  of plan  assets were  invested in  equity
securities and 30% in fixed income securities.
 
     Under the 1990 collective bargaining agreement with the United Mine Workers
of  America ('UMWA'), the Company has made payments, based on hours worked, into
an escrow account established for the benefit of union employees (Note 17).  The
total  amount accrued and  escrowed by the Company's  coal operations under this
agreement  as  at  December  31,  1994  and  1993,  was  $23,120  and   $21,064,
respectively.  The  amount  escrowed  and  accrued  is  included  in 'Short-term
investments' and 'Miscellaneous accrued liabilities'.
 
     The Company and its subsidiaries also provide certain postretirement health
care and life insurance  benefits for eligible active  and retired employees  in
the United States and Canada.
 
     For  the years 1994, 1993 and 1992,  the components of periodic expense for
these postretirement benefits were as follows:

                                                                             YEAR ENDED DECEMBER 31
                                                                          -----------------------------
                                                                           1994       1993       1992
                                                                          -------    -------    -------

Service cost -- benefits earned during year............................   $ 2,446    $ 2,695    $ 2,379
Interest cost on accumulated postretirement benefit obligation.........    21,429     21,485     19,576
Amortization of (gains) losses.........................................     2,804        393         (6)
                                                                          -------    -------    -------
     Total expense.....................................................   $26,679    $24,573    $21,949
                                                                          -------    -------    -------
                                                                          -------    -------    -------

     Interest costs on  the accumulated postretirement  benefit obligation  were
based upon rates of 7.5% in 1994 and 9% in 1993 and 1992.
 
     At  December 31, 1994 and 1993,  the actuarial and recorded liabilities for
these postretirement benefits, none of which have been funded, were as follows:

                                                                                     1994        1993
                                                                                   --------    --------

Accumulated postretirement benefit obligation:
     Retirees...................................................................   $217,307    $202,473
     Fully eligible active plan participants....................................     22,203      45,913
     Other active plan participants.............................................     19,449      42,957
                                                                                   --------    --------
                                                                                    258,959     291,343
Unrecognized experience loss....................................................    (22,928)    (63,495)
                                                                                   --------    --------
Liability included on the balance sheet.........................................    236,031     227,848
Less current portion............................................................     17,293      15,630
                                                                                   --------    --------
Noncurrent liability for postretirement health care and life insurance
  benefits......................................................................   $218,738    $212,218
                                                                                   --------    --------
                                                                                   --------    --------

     The accumulated postretirement benefit obligation was determined using  the
unit  credit method and  an assumed discount rate  of 8.75% in  1994 and 7.5% in
1993. The assumed health care  cost trend rate used in  1994 was 10% for  pre-65
retirees, grading down to 5% in the year 2001. For post-65 retirees, the assumed
trend  rate in 1994  was 8%, grading  down to 5%  in the year  2001. The assumed
Medicare cost trend rate  used in 1994 was  7%, grading down to  5% in the  year
2001.
 
     A  percentage point increase each  year in the health  care cost trend rate
used would  have resulted  in a  $2,820 increase  in the  aggregate service  and
interest  components of expense for the year 1994, and a $40,986 increase in the
accumulated postretirement benefit obligation at December 31, 1994.
 
     The Company  also sponsors  a Savings-Investment  Plan to  assist  eligible
employees  in providing for retirement or other future financial needs. Employee
contributions are matched  at rates  of 50%  to 125%  up to  5% of  compensation
(subject   to  certain  limitations   imposed  by  the   Internal  Revenue  Code
 
                                     IX-26

                     THE PITTSTON COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
of 1986, as amended). Contribution expense  under the plan aggregated $5,848  in
1994, $5,381 in 1993 and $5,391 in 1992.
 
     In  May  1994,  the  Company's  shareholders  approved  the  Employee Stock
Purchase Plan effective July 1, 1994.  Eligible employees may elect to  purchase
shares  of Minerals  Stock and Services  Stock at the  lower of 85%  of the fair
market value as of specified dates.  Under this plan employees purchased  11,843
shares of Minerals Stock for $187 and 26,444 shares of Services Stock for $590.
 
     The Company sponsors several other defined contribution benefit plans based
on  hours worked, tons produced or other measurable factors. Contributions under
all of these plans aggregated $1,026 in 1994 and $918 in 1993 and 1992.
 
     In October 1992, the Coal Industry Retiree Health Benefit Act of 1992  (the
'Health  Benefit Act') was enacted as part of the Energy Policy Act of 1992. The
Health Benefit  Act established  rules for  the payment  of future  health  care
benefits  for thousands of retired union mine workers and their dependents. Part
of the burden  for these payments  was shifted  by the Health  Benefit Act  from
certain  coal  producers,  which  had  a  contractual  obligation  to  fund such
payments, to  producers such  as the  Company which  have collective  bargaining
agreements with the UMWA that do not require such payments and to numerous other
companies  which are  no longer  in the  coal business.  The Health  Benefit Act
established a trust fund to  which 'signatory operators' and 'related  persons,'
including  the  Company  and certain  of  its coal  subsidiaries  (the 'Pittston
Companies') are obligated  to pay  annual premiums  for assigned  beneficiaries,
together  with a pro rata  share for certain beneficiaries  who never worked for
such employers  ('unassigned  beneficiaries'),  in  amounts  determined  by  the
Secretary  of Health  and Human Services  on the  basis set forth  in the Health
Benefit Act.  For  1993  and 1994,  this  liability  (on a  pre-tax  basis)  was
approximately  $9,100 and $11,000,  respectively. The Company  believes that the
annual liability  under  the Health  Benefit  Act for  the  Pittston  Companies'
assigned  beneficiaries will  continue in the  $10,000 to $11,000  range for the
next eight years and should  begin to decline thereafter  as the number of  such
assigned beneficiaries decreases.
 
     Based  on  the  number of  beneficiaries  actually assigned  by  the Social
Security Administration, the Company  estimates the aggregate pre-tax  liability
relating  to  the Pittston  Companies'  assigned beneficiaries  at approximately
$250,000, which when discounted  at 8.75% provides a  present value estimate  of
approximately $100,000.
 
     The  ultimate  obligation that  will be  incurred by  the Company  could be
significantly  affected  by,  among  other  things,  increased  medical   costs,
decreased  number of  beneficiaries, governmental funding  arrangements and such
federal health benefit legislation of general application as may be enacted.  In
addition,  the Health Benefit  Act requires the Pittston  Companies to fund, pro
rata according to the total number  of assigned beneficiaries, a portion of  the
health benefits for unassigned beneficiaries. At this time, the funding for such
health  benefits is being  provided from another  source and for  this and other
reasons  the  Pittston  Companies'   ultimate  obligation  for  the   unassigned
beneficiaries  cannot be  determined. The  Company accounts  for its obligations
under the  Health Benefit  Act as  a participant  in a  multi-employer plan  and
recognizes the annual cost on a pay-as-you-go basis.
 
14. RESTRUCTURING AND OTHER CHARGES, INCLUDING LITIGATION ACCRUAL
 
     The  market for metallurgical coal, for most of the past fifteen years, has
been characterized  by weak  demand  from primary  steel producers  and  intense
competition  from  foreign coal  producers,  especially those  in  Australia and
Canada. Metallurgical coal sales contracts typically are subject to annual price
negotiations, which  increase the  risk of  market forces.  As a  result of  the
continuing  long-term  decline  in  the metallurgical  coal  markets,  which was
further evidenced  by  significant price  reductions  in early  1994,  the  Coal
operations accelerated its strategy of decreasing its exposure to these markets.
After  a review  of the economic  viability of the  remaining metallurgical coal
assets in early 1994, management determined that four underground mines were  no
longer economically viable and
 
                                     IX-27

                     THE PITTSTON COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
should  be closed resulting in significant  economic impairment to three related
preparation plants. In addition, it was  determined that one surface steam  coal
mine,  the Heartland mine, which provided coal  to Alabama Power Company under a
long-term sales  agreement,  would be  closed  due  to rising  costs  caused  by
unfavorable geological conditions.
 
     As  a result of these  decisions, the Company incurred  a pre-tax charge of
$90,806 in 1994 ($58,116 after tax)  which included a reduction in the  carrying
value of these assets and related accruals for mine closure costs. These charges
included  asset write-downs of $46,487 which  reduced the book carrying value of
such assets to what management believes  to be their net realizable value  based
on  either  estimated  sales or  leasing  of  such property  to  unrelated third
parties. In addition, the  charges included $3,836  for required lease  payments
owed  to lessors for machinery and equipment that  would be idled as a result of
the mine and facility closures. The  charges also included $19,290 for mine  and
plant  closure  costs  which  represented estimates  for  reclamation  and other
environmental costs to be  incurred to bring the  properties in compliance  with
federal  and state mining and environmental  laws. This accrual was required due
to the premature  closing of  the mines. The  accrual also  included $21,193  in
contractually or statutorily required employee severance and other benefit costs
associated   with  termination  of  employees  at  these  facilities  and  costs
associated with inactive employees at  these facilities. Such employee  benefits
included  severance payments, medical insurance, workers' compensation and other
benefits and have been calculated  in accordance with contractually  (collective
bargaining  agreements  signed  by  certain coal  subsidiaries  included  in the
Company) and legally required employee severance and other benefits.
 
     Of the four  underground mines,  two have  ceased coal  production (one  in
1995),  while the remaining two  mines are expected to  cease coal production in
1995. In  1994 the  Company  reached agreement  with  Alabama Power  Company  to
transfer  the  coal sales  contract serviced  by the  Heartland mine  to another
location in West Virginia. The Heartland mine ceased coal production during 1994
and final reclamation and environmental work is in process. At the beginning  of
1994,  there were  approximately 750 employees  involved in  operations at these
facilities and other administrative support. Employment at these facilities  was
reduced by 52% to approximately 360 employees at December 31, 1994 and by 76% to
approximately 180 employees at September 30, 1995.
 
     Although coal production has or will cease at the mines contemplated in the
accrual,  the Company will incur reclamation and environmental costs for several
years  to  bring  these  properties  into  compliance  with  federal  and  state
environmental  laws. In  addition, employee  termination and  medical costs will
continue to be incurred for several years after the facilities have been closed.
The significant  portion  of  these  employee  liabilities  is  for  statutorily
provided  workers'  compensation  costs for  inactive  employees.  Such benefits
include  indemnity  and  medical  payments  as  required  under  state  workers'
compensation  laws. The long payment periods are based on continued, and in some
cases, lifetime indemnity and medical  payments to injured former employees  and
their  surviving spouses. Management believes that  the charges incurred in 1994
should be sufficient to provide for  these future costs and does not  anticipate
material  additional future charges to  operating earnings for these facilities,
although continual cash funding will be required over the next several years.
 
     In 1993 the  Company incurred a  pre-tax charge of  $78,633 ($48,897  after
tax) relating to mine closing costs including employee benefit costs and certain
other  noncash  charges,  together  with  previously  reported  litigation  (the
'Evergreen Case')  brought  against  the  Company  and  a  number  of  its  coal
subsidiaries  by  the  trustees  of  certain  pension  and  benefit  trust funds
established under  collective bargaining  agreements with  the UMWA  (Note  17).
These  charges impacted Coal and Mineral Ventures operating profit in the amount
of $70,713 and $7,920, respectively.
 
     The charge  in  the  Mineral  Ventures segment  in  1993,  related  to  the
write-down  of the Company's investment in  the Uley graphite mine in Australia.
Although reserve drilling  of the Uley  property indicates substantial  graphite
deposits,  processing  difficulties,  depressed graphite  prices  which remained
 
                                     IX-28

                     THE PITTSTON COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
significantly below the  level prevailing  at the start  of the  project and  an
analysis  of various  technical and  marketing conditions  affecting the project
resulted in the determination  that the assets had  been impaired and that  loss
recognition  was appropriate. The  charge included asset  write-downs of $7,496,
which reduced the carrying value of such assets to zero.
 
     The following table  analyzes the  changes in liabilities  during the  last
three  years  for facility  closure costs  recorded  as restructuring  and other
charges:

                                                                                       EMPLOYEE
                                                                             MINE     TERMINATION,
                                                                 LEASED       AND       MEDICAL
                                                                MACHINERY    PLANT        AND
                                                                   AND      CLOSURE    SEVERANCE
                                                                EQUIPMENT    COSTS       COSTS       TOTAL
                                                                ---------   -------   -----------   -------

Balance as of January 1, 1993(a)..............................   $ 1,146    $35,499     $35,413     $72,058
     Additions................................................     2,782      1,598       6,267      10,647
     Payments(b)..............................................       836      8,663       7,463      16,962
                                                                 -------    -------     -------     -------
Balance as of December 31, 1993...............................     3,092     28,434      34,217      65,743
     Additions................................................     3,836     19,290      21,193      44,319
     Payments(c)..............................................     3,141      9,468      12,038      24,647
                                                                 -------    -------     -------     -------
Balance as of December 31, 1994...............................     3,787     38,256      43,372      85,415
     Payments (unaudited)(d)..................................     1,474      7,501       6,096      15,071
                                                                 -------    -------     -------     -------
Balance as of September 30, 1995 (unaudited)..................   $ 2,313    $30,755     $37,276     $70,344
                                                                 -------    -------     -------     -------
                                                                 -------    -------     -------     -------

- ------------
 
 (a) These amounts  represent the  remaining  liabilities for  facility  closure
     costs  recorded  as restructuring  and other  charges  in prior  years. The
     original charges  included  $2,312  for  leased  machinery  and  equipment,
     $50,645  principally  for  incremental  facility  closing  costs, including
     reclamation and  $47,841 for  employee  benefit costs,  primarily  workers'
     compensation, which will continue to be paid for several years.
 
 (b) These  amounts  represent  total cash  payments  made during  the  year for
     liabilities recorded in prior years.
 
 (c) These amounts represent total cash payments made during the year for  these
     charges. Of the total payments made, $8,672 was for liabilities recorded in
     years  prior  to 1993,  $5,822  was for  liabilities  recorded in  1993 and
     $10,153 was for liabilities recorded in 1994.
 
 (d) Payments made in the first nine months of 1995 (unaudited), included $8,642
     related to pre-1994 liabilities and $6,429 for liabilities recorded in  the
     first quarter of 1994.
 
                            ------------------------
 
     During  the next twelve  months, expected cash funding  of these charges is
approximately $15,000  to  $20,000.  Management  estimates  that  the  remaining
liability  for leased machinery and  equipment will be fully  paid over the next
two years. The  liability for mine  and plant  closure costs is  expected to  be
satisfied over the next seven years of which approximately 70% is expected to be
paid  over the next three years. The liability for employee related costs, which
is primarily workers' compensation, is estimated to be 75% settled over the four
years with the balance paid during the following five to ten years.
 
15. OTHER INCOME AND EXPENSE
 
     Other operating  income  includes the  Company's  share of  net  income  of
unconsolidated  affiliated  companies which  are carried  on the  equity method,
royalty income and gains on sales of assets.
 
                                     IX-29

                     THE PITTSTON COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
     Amounts presented include the accounts of the following equity affiliates:

                                                                                         OWNERSHIP AT
                                                                                          DECEMBER 31
                                                                                             1994
                                                                                       -----------------

Servicio Pan Americano De Protecion, S.A. (Mexico)...................................         20.0%
Brink's Panama, S.A..................................................................         49.0%
Brink's De Colombia S.A..............................................................         46.5%
Brink's S.A. (France)................................................................         38.0%
Brink's Schenker, GmbH (Germany).....................................................         50.0%
Brink's Securmark S.p.A. (Italy).....................................................         24.5%
Security Services (Brink's Jordan), W.L.L............................................         45.0%
Brink's-Allied Limited (Ireland).....................................................         50.0%
Brink's Ayra India Private Limited...................................................         40.0%
Brink's Pakistan (Pvt.) Limited......................................................         49.0%
Brink's (Thailand) Ltd...............................................................         40.0%
Brink's Taiwan Limited...............................................................         50.0%
Burlington International Forwarding Ltd. (Taiwan)....................................         33.3%
Mining Project Investors Limited (Australia).........................................         34.2%
MPI Gold (USA).......................................................................         34.2%

     The following  table presents  summarized  financial information  of  these
companies.

                                                                                  1994        1993        1992
                                                                                --------    --------    --------

Revenues.....................................................................   $833,056    $727,697    $696,840
Gross profit.................................................................    154,608     147,778     127,987
Net income...................................................................     23,503      26,530      31,396
The Company's share of net income............................................   $  6,336    $  7,503    $  7,996
                                                                                --------    --------    --------
                                                                                --------    --------    --------
Current assets...............................................................   $180,868    $196,480
Noncurrent assets............................................................    299,338     230,939
Current liabilities..........................................................    145,549     155,572
Noncurrent liabilities.......................................................    160,876     108,286
Net equity...................................................................   $173,781    $163,561

     Undistributed  earnings of such companies included in consolidated retained
earnings approximated $40,536 at December 31, 1994.
 
     Other income (expense), net included a gain aggregating $2,341 in 1992 from
the sale  of  investments in  leveraged  leases, which  increased  the  Minerals
Group's net income by $.37 per share in 1992.
 
16. SEGMENT INFORMATION
 
     Net sales and operating revenues by geographic area are as follows:

                                                                         YEAR ENDED DECEMBER 31
                                                                 --------------------------------------
                                                                    1994          1993          1992
                                                                 ----------    ----------    ----------

United States:
     Domestic customers.......................................   $1,477,450    $1,172,880    $1,035,646
     Export customers.........................................      274,695       315,664       347,614
                                                                 ----------    ----------    ----------
                                                                  1,752,145     1,488,544     1,383,260
International operations......................................      915,130       767,577       689,781
                                                                 ----------    ----------    ----------
                                                                 $2,667,275    $2,256,121    $2,073,041
                                                                 ----------    ----------    ----------
                                                                 ----------    ----------    ----------

                                     IX-30

                     THE PITTSTON COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
     Segment operating profit by geographic area is as follows:

                                                                             YEAR ENDED DECEMBER 31
                                                                          -----------------------------
                                                                           1994       1993       1992
                                                                          -------    -------    -------

United States..........................................................   $11,770    $ 5,139    $68,896
International operations...............................................    47,279     37,692     26,576
                                                                          -------    -------    -------
                                                                          $59,049    $42,831    $95,472
                                                                          -------    -------    -------
                                                                          -------    -------    -------

     Identifiable assets by geographic area are as follows:

                                                                           AS OF DECEMBER 31
                                                                 --------------------------------------
                                                                    1994          1993          1992
                                                                 ----------    ----------    ----------
                                                                                    
United States.................................................   $1,252,057    $  945,122    $  919,845
International operations......................................      389,074       329,574       331,970
                                                                 ----------    ----------    ----------
                                                                 $1,641,131    $1,274,696    $1,251,815
                                                                 ----------    ----------    ----------
                                                                 ----------    ----------    ----------

     Segment   operating  profit  includes   restructuring  and  other  charges,
including litigation  accrual  aggregating $90,806  in  1994, all  of  which  is
included  in the United States and $78,633 in 1993, of which $70,713 is included
in United States and $7,920 is included in other foreign (Note 14).
 
     Industry segment information is as follows:

                                                                         YEAR ENDED DECEMBER 31
                                                                 --------------------------------------
                                                                    1994          1993          1992
                                                                 ----------    ----------    ----------

Revenues:
     Burlington...............................................   $1,215,284    $  998,079    $  900,347
     Brink's..................................................      547,046       481,904       444,018
     BHS......................................................      109,947        89,049        70,805
     Coal.....................................................      779,504       672,244       657,871
     Mineral Ventures.........................................       15,494        14,845        --
                                                                 ----------    ----------    ----------
          Consolidated revenues...............................   $2,667,275    $2,256,121    $2,073,041
                                                                 ----------    ----------    ----------
                                                                 ----------    ----------    ----------
Operating Profit (Loss):
     Burlington...............................................   $   69,224    $   37,971    $   15,118
     Brink's(a)...............................................       39,710        35,008        30,354
     BHS(b)...................................................       32,432        26,400        16,451
     Coal(c)..................................................      (83,451)      (48,246)       36,905
     Mineral Ventures(c)......................................        1,134        (8,302)       (3,356)
                                                                 ----------    ----------    ----------
Segment operating profit (loss)...............................       59,049        42,831        95,472
General Corporate expense.....................................      (16,176)      (16,732)      (17,110)
Pension credit................................................       --            --            11,130
                                                                 ----------    ----------    ----------
          Consolidated operating profit (loss)................   $   42,873    $   26,099    $   89,492
                                                                 ----------    ----------    ----------
                                                                 ----------    ----------    ----------

- ------------
 
 (a) Includes equity  in  net income  of  unconsolidated foreign  affiliates  of
     $6,048 in 1994, $6,895 in 1993 and $8,133 in 1992 (Note 15).
 
 (b) As  of January 1, 1992,  BHS elected to capitalize  categories of costs not
     previously capitalized for home  security installations to more  accurately
     reflect  subscriber  installation  costs.  The  effect  of  this  change in
     accounting principle was to  increase operating profit  by $4,137 in  1994,
     $4,051 in 1993 and $4,321 in 1992 (Note 4).
 
 (c) Operating  profit  (loss) of  the Coal  segment includes  restructuring and
     other charges, including litigation accrual of $90,806 in 1994 and  $70,713
     in  1993 (Note 14). Operating loss of the Mineral Ventures segment includes
     restructuring and other charges of $7,920 in 1993 (Note 14).
 
                                     IX-31

                     THE PITTSTON COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

                                                                         YEAR ENDED DECEMBER 31
                                                                 --------------------------------------
                                                                    1994          1993          1992
                                                                 ----------    ----------    ----------
                                                                                    
Capital Expenditures:
     Burlington...............................................   $   24,701    $   21,544    $   14,412
     Brink's..................................................       23,963        22,209        22,461
     BHS......................................................       34,071        26,409        22,855
     Coal.....................................................       25,016        15,499        48,945
     Mineral Ventures.........................................        2,514         2,690         6,526
     General Corporate........................................          209           110           206
                                                                 ----------    ----------    ----------
          Consolidated capital expenditures...................   $  110,474    $   88,461    $  115,405
                                                                 ----------    ----------    ----------
                                                                 ----------    ----------    ----------
Depreciation, Depletion and Amortization:
     Burlington...............................................   $   17,209    $   15,250    $   14,379
     Brink's..................................................       20,553        20,150        20,531
     BHS......................................................       17,817        14,357        12,215
     Coal.....................................................       44,731        25,679        22,961
     Mineral Ventures.........................................        1,202         1,779             3
     General Corporate........................................          344           350           335
                                                                 ----------    ----------    ----------
          Consolidated depreciation, depletion and
            amortization......................................   $  101,856    $   77,565    $   70,424
                                                                 ----------    ----------    ----------
                                                                 ----------    ----------    ----------
Assets:
     Burlington...............................................   $  472,440    $  418,694    $  406,459
     Brink's..................................................      297,816       267,229       246,648
     BHS......................................................       87,372        72,609        65,781
     Coal.....................................................      761,827       499,494       513,340
     Mineral Ventures.........................................       21,676        16,670        19,587
                                                                 ----------    ----------    ----------
Identifiable assets...........................................    1,641,131     1,274,696     1,251,815
General Corporate (primarily cash, investments, advances and
  deferred pension assets)....................................       96,647        86,805        70,473
                                                                 ----------    ----------    ----------
          Consolidated assets.................................   $1,737,778    $1,361,501    $1,322,288
                                                                 ----------    ----------    ----------
                                                                 ----------    ----------    ----------

17. LITIGATION
 
     In  1988,  the  trustees  of  certain  pension  and  benefit  trust   funds
established  under  collective bargaining  agreements with  the UMWA  brought an
action (the  'Evergreen Case')  against the  Company and  a number  of its  coal
subsidiaries  in the United States District  Court for the District of Columbia,
claiming that the defendants are obligated to contribute to such trust funds  in
accordance  with the provisions  of the 1988  and subsequent National Bituminous
Coal Wage Agreements, to which neither  the Company nor any of its  subsidiaries
is  a signatory.  In January  1992, the Court  issued an  order granting summary
judgment in  favor  of  the  trustees  on the  issue  of  liability,  which  was
thereafter  affirmed by  the Court  of Appeals. In  June 1993  the United States
Supreme Court denied  a petition for  a writ  of certiorari. The  case has  been
remanded to District Court, and damage and other issues remain to be decided. In
September  1993, the  Company filed  a motion  seeking relief  from the District
Court's grant of summary  judgment based on, among  other things, the  Company's
allegation  that plaintiffs  improperly withheld evidence  that directly refutes
plaintiffs' representations to the  District Court and the  Court of Appeals  in
this  case.  In December  1993, that  motion was  denied. On  May 23,  1994, the
trustees filed  a  Motion for  Entry  of Final  Judgment  seeking  approximately
$71,100 in delinquent contributions, interest and liquidated damages through May
31,  1994, plus approximately $17 additional interest and liquidated damages for
each  day   between   May   31,   1994  and   the   date   final   judgment   is
 
                                     IX-32

                     THE PITTSTON COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
entered,  plus on-going contributions to the  1974 Pension Plan. The Company has
opposed this motion. There has been no decision on this motion or final judgment
entered to date.
 
     In furtherance  of its  ongoing effort  to identify  other available  legal
options  for seeking relief from what it  believes to be an erroneous finding of
liability in  the  Evergreen  Case,  the Company  has  filed  suit  against  the
Bituminous   Coal  Operators  Association  ('BCOA')  and  others  to  hold  them
responsible for  any  damages  sustained by  the  Company  as a  result  of  the
Evergreen  Case. Although  the Company is  continuing that  effort, the Company,
following the District Court's ruling in December 1993, recognized the potential
liability that may result from an adverse judgment in the Evergreen Case  (Notes
13  and 14).  In any  event, any final  judgment in  the Evergreen  Case will be
subject to  appeal.  In December  1994,  the  District Court  ordered  that  the
Evergreen Case, as well as related cases filed against other coal companies, and
the  BCOA case, be submitted to mediation before a federal judge in an effort to
obtain a settlement. The mediation process is on-going.
 
     As a result of  the Health Benefit  Act (Note 13),  there is no  continuing
liability  in this case in  respect of health benefit  funding after February 1,
1993.
 
     In April 1990, the Company entered  into a settlement agreement to  resolve
certain  environmental  claims  against  the  Company  arising  from hydrocarbon
contamination at a petroleum terminal facility ('Tankport') in Jersey City,  New
Jersey,  which operations were sold in 1983. Under the settlement agreement, the
Company is  obligated  to  pay 80%  of  the  remediation costs.  Based  on  data
available  to  the  Company  and  its  environmental  consultants,  the  Company
estimates its  portion of  the  cleanup costs  on  an undiscounted  basis  using
existing technologies to be between $6,700 and $14,100 over a period of three to
five  years. Management is unable to determine that any amount within that range
is a better estimate due to a variety of uncertainties, which include the extent
of the contamination at the site, the permitted technologies for remediation and
the regulatory standards by which the  clean-up will be conducted. The  clean-up
estimates  have been modified in light of certain regulatory changes promulgated
in December 1994.
 
     The Company commenced insurance coverage litigation in 1990, in the  United
States  District Court  for the  District of  New Jersey,  seeking a declaratory
judgment that  all amounts  payable  by the  Company  pursuant to  the  Tankport
obligation were reimbursable under comprehensive general liability and pollution
liability  policies maintained  by the  Company. Although  the underwriters have
disputed this claim, management and its  legal counsel believe that recovery  is
probable  of realization  in the  full amount of  the claim.  This conclusion is
based upon, among other things, the nature of the pollution policies which  were
broadly  designed to cover  such contingent liabilities,  the favorable state of
the law in the State  of New Jersey (whose laws  have been found to control  the
interpretation of the policies), and numerous other factual considerations which
support  the  Company's  analysis  of  the  insurance  contracts  and  rebut the
underwriters' defenses. Accordingly, there is no net liability in regard to  the
Tankport obligation.
 
18. COMMITMENTS
 
     At  December 31, 1994, the Company  had contractual commitments to purchase
coal which is  primarily used to  blend with  Company mined coal.  Based on  the
contract  provisions  these  commitments are  currently  estimated  to aggregate
approximately $276,111 and expire from 1995 through 1998 as follows:

                                                                        
1995....................................................................   $105,112
1996....................................................................     89,219
1997....................................................................     56,970
1998....................................................................     24,810
                                                                           --------
                                                                           $276,111
                                                                           --------
                                                                           --------

                                     IX-33

                     THE PITTSTON COMPANY AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
     Purchases under the  contracts were $53,097  in 1994, $81,069  in 1993  and
$74,331 in 1992.
 
19. SUPPLEMENTAL CASH FLOW INFORMATION
 
     For  the years ended  December 31, 1994,  1993 and 1992,  cash payments for
income taxes,  net  of  refunds  received, were  $23,406,  $30,237  and  $6,129,
respectively. For the nine months ended September 30, 1995 and 1994 (unaudited),
cash  payments  for  income taxes,  net  of  refunds received  were  $17,667 and
$14,447, respectively.
 
     For the years  ended December 31,  1994, 1993 and  1992, cash payments  for
interest  were $12,104, $10,207  and $11,553, respectively.  For the nine months
ended September 30, 1995 and 1994  (unaudited), cash payments for interest  were
$10,185 and $8,782, respectively.
 
     In  December  1993, the  Company sold  the  majority of  the assets  of its
captive mine supply company. Cash proceeds of $8,400 from the sale were received
on January  2,  1994,  and have  been  included  in 'Cash  flow  from  investing
activities: Other, net' in 1994.
 
     During 1993, the Company sold a coal preparation plant and related interest
in  land, equipment and facilities for mineral reserves with a fair market value
of $13,300 and  cash of $10,700.  The cash  proceeds of $10,700  less $1,001  in
expenses  related to the transaction were  included in 'Cash flow from investing
activities: Other, net'.
 
20. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
 
     Tabulated below are certain data for each quarter of 1994 and 1993.

                                                                      1ST         2ND         3RD         4TH
                                                                    --------    --------    --------    --------

1994 Quarters:
     Net sales and operating revenues............................   $587,795    $659,500    $693,854    $726,126
     Gross profit................................................     51,770     100,521      98,823     102,495
     Net income (loss)...........................................   $(63,568)   $ 28,038    $ 31,210    $ 31,217
Per Pittston Services Group Common Share:
     Net income..................................................   $    .28    $    .56    $    .66    $    .61
Per Pittston Minerals Group Common Share:
     Net income (loss)
          Primary................................................   $  (9.96)   $    .72    $    .74    $    .91
          Fully diluted..........................................   $  (9.96)   $    .67    $    .61    $    .81
1993 Quarters:
     Net sales and operating revenues............................   $531,748    $554,659    $569,438    $600,276
     Gross profit................................................     64,476      74,537      82,925      88,963
     Net income (loss)...........................................   $  8,156    $ 14,140    $ 21,245    $(29,395)
Per Pittston Services Group Common Share:
     Net income..................................................   $    .15    $    .30    $    .41    $    .41
Per Pittston Minerals Group Common Share:
     Net income (loss)...........................................
          Primary................................................   $    .38    $    .43    $    .80    $  (5.98)
          Fully diluted..........................................   $    .37    $    .43    $    .79    $  (5.98)

     Net loss in  the first  quarter of  1994 included  restructuring and  other
charges of $58,116 (Note 14).
 
     Net  loss in  the fourth quarter  of 1993 included  restructuring and other
charges, including litigation accrual of $48,897 (Note 14).
 
                                     IX-34

                     THE PITTSTON COMPANY AND SUBSIDIARIES
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
 
RESULTS OF OPERATIONS
 
     In  the first  nine months  of 1995,  The Pittston  Company (the 'Company')
reported a net income of $68.3 million compared with a net loss of $4.3  million
in the first nine months of 1994. Operating profit totaled $101.9 million in the
first nine months of 1995 compared to an operating profit of $1.0 million in the
prior year period. The net loss and operating profit in the first nine months of
1994  included charges totaling  $58.1 million and  $90.8 million, respectively,
attributable to the Company's Coal operations for asset writedowns and  accruals
for  costs related to facility shutdowns. Net income in the first nine months of
1995 was  positively impacted  by improved  results from  Brink's,  Incorporated
('Brink's'),  Brink's  Home  Security,  Inc.  ('BHS')  and  the  Company's  Coal
operations, partially offset  by lower  results at Burlington  Air Express  Inc.
('Burlington')  and Pittston Mineral Ventures ('Mineral Ventures'). Burlington's
1994 operating profits benefited from substantial additional volumes of  freight
directed to Burlington during a nationwide trucking strike in the second quarter
of  1994, which added an estimated $8 million to operating profit and $5 million
to net income. The  first nine months  of 1995 was also  impacted by higher  net
interest expense compared with the same period last year.
 
     Net  income for the Company for 1994  was $26.9 million compared with $14.1
million for 1993. Operating profit totaled $42.9 million for 1994 compared  with
$26.1  million  for 1993.  Net  income and  operating  profit for  1994 included
charges totaling $58.1 million and $90.8 million, respectively, attributable  to
the  Company's  Coal  operations for  asset  writedowns and  accruals  for costs
related to  facility  shutdowns.  Net  income  and  operating  profit  for  1993
reflected  similar charges, in addition to  a litigation accrual, totaling $48.9
million and  $78.6 million,  respectively.  Such charges  in 1993  impacted  the
Company's  Coal and Mineral Ventures operations. Net income and operating profit
for 1994 compared with  1993 were positively impacted  by improved results  from
each  of  the Company's  services businesses,  which  include the  operations of
Burlington, Brink's and BHS, and  from the Company's Mineral Ventures  business.
In  addition to the  impact of asset writedowns  and other restructuring charges
year to year, operating results for  Coal operations declined for 1994  compared
with 1993.
 
     Net  income  and operating  profit  for 1992  was  $49.1 million  and $89.5
million, respectively. The  comparison of  net income and  operating profit  for
1993  is  also affected  by charges  incurred beginning  in 1993  for legislated
health care benefits  for retired union  mine workers and  their dependents.  In
1993, the Company recognized a pre-tax charge of $10 million ($6.5 million after
tax)  for  these  benefits.  Net  income  and  operating  profit  for  1992 were
positively impacted  by a  pension credit  of $7.0  million and  $11.1  million,
respectively,  relating to  the final year  of amortization  of the unrecognized
initial net pension  asset at  the date of  adoption of  Statement of  Financial
Accounting Standards ('SFAS') No. 87, 'Employers' Accounting for Pensions'. This
credit  was recognized over the estimated  remaining average service life of the
Company's employees at the date of adoption.
 
                                     IX-35

BURLINGTON OPERATIONS
 
     The following is  a table of  selected financial data  for Burlington on  a
comparative basis:

                                                 NINE MONTHS ENDED
                                                   SEPTEMBER 30            YEARS ENDED DECEMBER 31
                                               ---------------------   --------------------------------
                                                  1995        1994        1994        1993       1992
                                               ----------   --------   ----------   --------   --------
                                                               (DOLLARS IN THOUSANDS --
                                                          EXCEPT PER POUND/SHIPMENT AMOUNTS)
                                                                                
Revenues:
Airfreight
     Domestic U.S............................  $  392,017   $417,753   $  565,440   $460,061   $418,372
     International...........................     484,853    365,746      518,652    440,239    395,800
                                               ----------   --------   ----------   --------   --------
          Total airfreight...................     876,870    783,499    1,084,092    900,300    814,172
     Other...................................     154,817     92,176      131,192     97,779     86,175
                                               ----------   --------   ----------   --------   --------
          Total revenues.....................   1,031,687    875,675    1,215,284    998,079    900,347
Operating expenses...........................     907,696    749,857    1,043,895    865,587    789,354
Selling, general and administrative..........      85,911     75,947      105,371     97,332     97,813
                                               ----------   --------   ----------   --------   --------
          Total costs and expenses...........     993,607    825,804    1,149,266    962,919    887,167
                                               ----------   --------   ----------   --------   --------
Other operating income.......................       1,833      2,157        3,206      2,811      1,938
                                               ----------   --------   ----------   --------   --------
Operating profit:
     Domestic U.S............................      20,261     34,141       45,732     19,290      1,835
     International...........................      19,652     17,887       23,492     18,681     13,283
                                               ----------   --------   ----------   --------   --------
     Operating profit........................  $   39,913   $ 52,028   $   69,224   $ 37,971   $ 15,118
                                               ----------   --------   ----------   --------   --------
                                               ----------   --------   ----------   --------   --------
Depreciation and amortization................  $   14,659   $ 12,747   $   17,209   $ 15,250   $ 14,379
                                               ----------   --------   ----------   --------   --------
                                               ----------   --------   ----------   --------   --------
Cash capital expenditures....................  $   19,799   $ 17,147   $   23,946   $ 28,253   $  6,623
                                               ----------   --------   ----------   --------   --------
                                               ----------   --------   ----------   --------   --------
Airfreight shipment growth rate(a)...........        9.4%       7.8%         7.6%       4.3%      11.4%
Airfreight weight growth rate(a):
     Domestic U.S............................       (4.2%)     20.9%        19.3%      12.5%       6.3%
     International...........................       27.3%      25.5%        25.3%      15.8%      43.8%
     Worldwide...............................       10.0%      23.0%        22.1%      14.3%      20.7%
Worldwide airfreight weight (millions of
  pounds)....................................       997.8      907.0      1,248.5    1,020.4      893.0
                                               ----------   --------   ----------   --------   --------
Worldwide airfreight shipments...............       3,929      3,590        4,805      4,530      4,342
                                               ----------   --------   ----------   --------   --------
Worldwide average airfreight:
     Yield (revenue per pound)...............  $    0.879   $  0.864   $    0.868   $  0.882   $  0.912
     Revenue per shipment....................  $      223   $    218   $      226   $    199   $    188
     Weight per shipment (pounds)............         254        253          260        225        206
                                               ----------   --------   ----------   --------   --------
                                               ----------   --------   ----------   --------   --------

- ------------
 
 (a) Compared to the same period in the prior year.
 
                            ------------------------
     Operating  profit in the first nine months of 1995 for Burlington was $39.9
million, a  $12.1  million decrease  from  the $52.0  million  operating  profit
reported  in  the  first  nine  months of  1994.  Burlington's  results  in 1994
benefited from  significant  additional domestic  freight  as a  result  of  the
nationwide  trucking  strike,  which  added  an  estimated  $8  million  to 1994
operating profit. Worldwide revenues rose 18% to over $1 billion in the  current
year  period from  $875.7 million  in the  first nine  months of  1994. The $156
million increase in revenues resulted largely  from a 10% increase in  worldwide
airfreight  pounds shipped,  increased other revenue,  including import services
and ocean freight, and to a lesser extent a slight increase in worldwide average
airfreight yields (revenues per pound).
 
     Domestic airfreight  revenues decreased  by  6% or  $25.7 million  to  $392
million  in the first nine  months of 1995 compared to  the first nine months of
1994. Domestic operating profit for the first nine months of 1995 totaled  $20.3
million  compared  to $34.1  million  in the  prior  year period.  The decreases
 
                                     IX-36

in revenues and operating profit were due  largely to a 4% decrease in  domestic
airfreight  weight and  a slight  decrease in  domestic yields.  The decrease in
volume was due primarily to the impact of the U.S. trucking strike in the second
quarter of  1994, which  added  substantial additional  volume  in 1994  and  an
estimated $8 million to operating profit in the first nine months of 1994.
 
     International  airfreight  revenues of  $484.9  million in  the  first nine
months of  1995  were $119.2  million  or 33%  higher  than the  $365.7  million
reported  in the prior  year period. Operating profit  increased $1.8 million to
$19.7 million in the first nine months of 1995 compared to $17.9 million in  the
first  nine months of 1994. The increases  in revenues and operating profit were
primarily due to a 27% increase in international airfreight weight shipped and a
modest increase  in  average yields  compared  to  the prior  year  period.  The
increase  in volume is largely attributed to improved economic conditions in the
international markets and expansion  of company-owned operations. Revenues  from
other international activity and ocean freight increased 67% or $61.4 million to
$153.6  million,  due to  an  increase in  international  shipment volume  and a
continued expansion of ocean freight services.
 
     Operating profit of Burlington increased $31.2 million to $69.2 million  in
1994  from $38.0 million in 1993. Worldwide revenues rose 22% to $1.2 billion in
1994 from  $998.1 million  in the  prior year.  The $217.2  million increase  in
revenues   resulted  principally  from  higher   volume  in  both  domestic  and
international markets.
 
     In 1994, increased revenues  from higher volumes  were partially offset  by
lower average yields. Total airfreight weight shipped worldwide increased 22% to
1,248.5  million  pounds in  1994 from  1,020.4 million  pounds a  year earlier.
Worldwide average airfreight  yield decreased less  than 2% or  $.01 to $.87  in
1994 compared with a year earlier. Total operating expenses and selling, general
and  administrative  expenses  increased  in  1994  compared  with  1993 largely
resulting from the increased volume of business.
 
     Domestic U.S. operating  profit of  $45.7 million for  1994 benefited  from
volume  increases compared to the prior year, a significant portion of which was
from increased shipping levels.  Such increases were aided  by a strong  economy
and  limited lift capacity available to forwarders. Higher volume, in part, also
reflected the  impact of  the 24  day Teamsters  strike in  1994. Domestic  U.S.
operating  profit also benefited from growth in the market for heavy airfreight,
increased market  share, a  shift in  mix toward  Burlington's premium  next-day
service,  and, on a  per pound basis,  lower private fleet,  common carriage and
cartage costs.  Increased  capacity as  a  result  of the  fourth  quarter  1993
expansion  of Burlington's airfreight hub  in Toledo, Ohio, as  well as the 1994
fleet expansion  assisted  in  increasing  efficiency  and  provided  additional
capacity in existing and new next morning markets. Gains from increased business
volume  including  a  19% increase  in  domestic airfreight  weight  shipped and
efficiencies were partially offset by decreased average yields in 1994.  Average
yields continue to reflect a highly competitive pricing environment.
 
     International operating results of $23.5 million in 1994 increased from the
1993  level. These  operations benefited  from a  25% increase  in international
airfreight weight shipped,  partially offset by  lower yields, additional  costs
incurred  in connection  with offering  complete global  logistics services, and
startup costs  incurred in  providing services  in additional  foreign  markets.
Although  export volumes  increased during  1994, pricing  for U.S.  exports was
adversely impacted by competitive pricing.
 
     Operating profit of Burlington increased $22.9 million to $38.0 million  in
1993  from $15.1 million in 1992.  Worldwide revenues increased $97.8 million or
11% to $998.1  million in  1993 from  $900.3 million  in 1992.  The increase  in
revenues  primarily  reflects volume  increases only  partially offset  by lower
average yields. Total airfreight weight shipped worldwide for 1993 increased 14%
to 1,020.4 million pounds from 893.0  million pounds in 1992. Worldwide  average
airfreight  yield decreased 3% or  $.03 to $.88 in  1993 compared to 1992. Total
operating expenses increased, while selling, general and administrative expenses
decreased in  1993  compared with  the  prior year.  Higher  operating  expenses
resulting from the increased volume of business in 1993 were, however, favorably
impacted  by  increased efficiency  in private  fleet  operations achieved  as a
result  of  a  fleet  upgrade  to  DC8-71  aircraft  replacing  B707   aircraft,
accomplished  by lease transactions  at year-end 1992 and  in early 1993. During
the 1993  fourth quarter,  Burlington  also completed  a  30% expansion  of  its
airfreight   hub  in  Toledo,  Ohio.   This  expansion  assisted  in  increasing
efficiency, including  higher average  weight  shipped per  container.  Selling,
general  and administrative expenses in 1992  were adversely affected by charges
for costs  related to  organizational downsizing  in both  domestic and  foreign
operations.
 
                                     IX-37

     Domestic  U.S. operating profit of $19.3 million in 1993 increased compared
with 1992 largely  due to increased  volume and lower  transportation costs  per
pound,  partially  offset  by  decreased average  yields.  While  average yields
decreased in 1993  compared with  1992 reflecting a  highly competitive  pricing
environment,  market improvement was evident during  the last quarter of 1993 as
load factors increased.
 
     International operating results of $18.7 million in 1993 increased compared
with results  in  1992.  These  operations benefited  from  a  16%  increase  in
international weight shipped, however, such gains were partially offset by lower
yields.
 
BRINK'S
 
     The  following  is a  table of  selected  financial data  for Brink's  on a
comparative basis:

                                                         NINE MONTHS ENDED
                                                            SEPTEMBER 30            YEARS ENDED DECEMBER 31
                                                        --------------------    --------------------------------
                                                          1995        1994        1994        1993        1992
                                                        --------    --------    --------    --------    --------
                                                                             (IN THOUSANDS)

Revenues.............................................   $480,141    $395,827    $547,046    $481,904    $444,018
Operating expenses...................................    390,328     318,281     438,851     387,751     357,613
Selling, general and administrative..................     60,516      54,022      74,398      66,044      64,454
                                                        --------    --------    --------    --------    --------
     Total costs and expenses........................    450,844     372,303     513,249     453,795     422,067
                                                        --------    --------    --------    --------    --------
Other operating income...............................        585       3,957       5,913       6,899       8,403
                                                        --------    --------    --------    --------    --------
Operating profit.....................................   $ 29,882    $ 27,481    $ 39,710    $ 35,008    $ 30,354
                                                        --------    --------    --------    --------    --------
                                                        --------    --------    --------    --------    --------
Depreciation and amortization........................   $ 16,253    $ 15,206    $ 20,553    $ 20,150    $ 20,531
                                                        --------    --------    --------    --------    --------
                                                        --------    --------    --------    --------    --------
Cash capital expenditures............................   $ 15,710    $ 11,261    $ 22,312    $ 21,150    $ 20,683
                                                        --------    --------    --------    --------    --------
                                                        --------    --------    --------    --------    --------
Revenues:
     North America (United States and Canada)........   $278,084    $247,488    $337,641    $300,728    $271,243
     International subsidiaries......................    202,057     148,339     209,405     181,176     172,775
                                                        --------    --------    --------    --------    --------
          Total revenues.............................   $480,141    $395,827    $547,046    $481,904    $444,018
                                                        --------    --------    --------    --------    --------
                                                        --------    --------    --------    --------    --------
Operating profit:
     North America (United States and Canada)........   $ 20,752    $ 15,603    $ 23,235    $ 20,049    $ 15,800
     International operations........................      9,130      11,878      16,475      14,959      14,554
                                                        --------    --------    --------    --------    --------
          Total operating profit.....................   $ 29,882    $ 27,481    $ 39,710    $ 35,008    $ 30,354
                                                        --------    --------    --------    --------    --------
                                                        --------    --------    --------    --------    --------

     Brink's operating profit  increased $2.4  million to $29.9  million in  the
first  nine months of 1995  from $27.5 million in the  first nine months of 1994
with an increase in revenues of  $84.3 million, partially offset by an  increase
in  operating expenses and selling, general and administrative expenses totaling
$78.5 million, and a decrease in other operating income of $3.4 million.
 
     Revenue from North American (United States and Canada) operations increased
12% to $278.1 million in  the first nine months of  1995 from $247.5 million  in
the prior year period. North American operating profit increased $5.2 million to
$20.8  million from $15.6 million. The  increase in operating profit was largely
attributable to increases in the armored  car business and, to a lesser  extent,
increases   in  the  diamond  and  jewelry  and  coin  and  currency  processing
businesses, partially offset by lower air courier results.
 
     Revenue from international subsidiaries increased  $53.7 million or 36%  to
$202.1  million,  while  operating profit  from  international  subsidiaries and
minority-owned affiliates decreased $2.7 million or  23% to $9.1 million in  the
first  nine months of 1995.  The increase in revenue  is primarily due to higher
revenues in  Brazil  as  well  as  the  favorable  impact  of  foreign  currency
translation.  The  decline in  operating  profit was  primarily  attributable to
operations in Mexico.  Brink's share of  its Mexican affiliates'  results was  a
$2.2  million loss in the  first nine months of 1995  compared to a $2.5 million
profit reported in  the same period  of 1994, primarily  due to severance  costs
related to a downsizing of the
 
                                     IX-38

workforce,  high interest  rates and the  general economic  condition in Mexico.
Local management in Mexico has made  substantial progress with a cost  reduction
program designed to restore operating profitability.
 
     Operating profit of Brink's increased $4.7 million to $39.7 million in 1994
from  $35.0 million in 1993. An increase in revenues of $65.1 million was offset
to a large extent  by increases in operating  expenses and selling, general  and
administrative  expenses  of $59.4  million and  a  decrease in  other operating
income of $1.0 million.
 
     The increase in operating profit in 1994 was largely due to North  American
operations.  Revenue from North  American operations increased  $36.9 million or
12% to $337.6  million and  operating profit increased  $3.2 million  or 16%  to
$23.2  million. Air courier, diamond and  jewelry, armored car, automated teller
machine ('ATM') servicing and coin  wrapping operations each contributed to  the
increase  in North American operating profit in 1994, while results for currency
processing operations remained comparable to the prior year.
 
     In 1994, revenue from international subsidiaries increased $28.2 million or
16% to $209.4 million, while operating earnings from international  subsidiaries
and  affiliates increased $1.5 million or 10% to $16.5 million compared to 1993.
The most significant improvements  were recorded by  operations in Brazil  (100%
owned)  and Israel  (70% owned). Improvements  were also recorded  in the United
Kingdom (100%  owned), Colombia  (46%  owned), Hong  Kong  (67% owned)  and  the
Company's international diamond and jewelry operations. Results for Holland (65%
owned),  France (38% owned) and Chile (60%  owned) declined from the prior year.
Brazil's operating  profit for  1994  totaled $3.2  million compared  with  $1.4
million in 1993. Brazil's earnings in 1994 were augmented by the large volume of
one-time  special shipments of the new Brazilian currency and to a lesser extent
from increased volume  due to the  growth of money  in circulation. Results  for
Brazil  in 1994 also included price increases obtained during the year to defray
the substantially higher security costs made necessary by the dramatic  increase
in attacks on the armored car industry in Brazil. Brink's share of the equity in
earnings  from their Mexican affiliate  (20% owned) of $2.8  million in 1994 was
comparable to the 1993 level. These results were impacted by the local  economic
recession,  and costs incurred to streamline the operation, including work force
reductions. Results in Mexico  for 1994 were not  significantly impacted by  the
devaluation of the peso in late December 1994.
 
     In  1993, Brink's operating profit increased  $4.6 million to $35.0 million
from $30.4 million in 1992. Worldwide  operating revenues increased 9% or  $37.9
million to $481.9 million with increased operating expenses and selling, general
and  administrative  expenses of  $31.7  million and  decreased  other operating
income of $1.5 million.  A significant portion of  the increase in revenues  and
operating  profit in 1993 compared with  1992 was attributable to North American
operations. Revenue from  North American operations  increased $29.5 million  or
11%  to $300.7  million and  operating profit increased  $4.2 million  or 27% to
$20.0 million. Increases  in ATM,  armored car,  air courier  and coin  wrapping
results were partially offset by a decrease in currency processing results.
 
     Revenue  from international  subsidiaries increased  $8.4 million  or 5% to
$181.2 million,  while  operating  results for  international  subsidiaries  and
affiliates for 1993 remained comparable to 1992 results. Increased earnings from
operations  in Brazil were  offset by decreased results  from the U.K. operation
and Brink's equity  affiliate in Mexico.  Operations in Brazil  reported a  $1.4
million  operating profit in 1993 compared with  a $.3 million operating loss in
1992. Results  in  the  U.K.  were  affected  by  competitive  price  pressures,
recessionary pressures and the cost of a labor settlement. Operations of Brink's
equity  affiliate in Mexico were affected by a recessionary economy, competitive
pressures, losses from  new business  ventures and severance  costs incurred  in
streamlining the work force.
 
                                     IX-39

BHS
 
     The  following  is  a  table  of  selected  financial  data  for  BHS  on a
comparative basis:

                                                            NINE MONTHS ENDED
                                                              SEPTEMBER 30           YEARS ENDED DECEMBER 31
                                                           -------------------    ------------------------------
                                                             1995       1994        1994       1993       1992
                                                           --------    -------    --------    -------    -------
                                                                          (DOLLARS IN THOUSANDS)

Revenues................................................   $ 93,823    $80,614    $109,947    $89,049    $70,805
Operating expenses......................................     48,715     43,700      59,334     46,203     40,262
Selling, general and administrative.....................     16,406     13,235      18,181     16,446     14,092
                                                           --------    -------    --------    -------    -------
Total costs and expenses................................     65,121     56,935      77,515     62,649     54,354
                                                           --------    -------    --------    -------    -------
Operating profit........................................   $ 28,702    $23,679    $ 32,432    $26,400    $16,451
                                                           --------    -------    --------    -------    -------
                                                           --------    -------    --------    -------    -------
Depreciation and amortization...........................   $ 15,889    $12,747    $ 17,817    $14,357    $12,248
                                                           --------    -------    --------    -------    -------
                                                           --------    -------    --------    -------    -------
Cash capital expenditures...............................   $ 31,023    $25,155    $ 34,071    $26,409    $22,855
                                                           --------    -------    --------    -------    -------
                                                           --------    -------    --------    -------    -------
Annualized service revenues(a)..........................   $100,862    $82,437    $ 87,164    $70,887    $56,512
                                                           --------    -------    --------    -------    -------
                                                           --------    -------    --------    -------    -------
Number of subscribers:
     Beginning of period................................    318,029    259,551     259,551    216,639    180,069
     Installations......................................     58,942     55,864      75,203     59,733     51,309
     Disconnects, net...................................    (15,768)   (12,249)    (16,725)   (16,821)   (14,739)
                                                           --------    -------    --------    -------    -------
End of period...........................................    361,203    303,166     318,029    259,551    216,639
                                                           --------    -------    --------    -------    -------
                                                           --------    -------    --------    -------    -------

- ------------
 
 (a) Annualized service revenue is 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.
 
                            ------------------------
 
     Revenues for BHS increased $13.2 million to $93.8 million in the first nine
months of 1995 from $80.6 million in the first nine months of 1994. In the first
nine  months of  1995, operating  profit increased  $5 million  or 21%  to $28.7
million from $23.7 million  in the first  nine months of  1994. The increase  in
operating  profit  reflected  higher  monitoring  revenues  due  to  an  average
subscriber base that was approximately 19% higher than the same period in  1994,
slightly  offset by higher account servicing and administrative costs. Operating
profit as a percentage of revenue increased to 31% for the first nine months  of
1995  from 29% in the year earlier period also as a result of the larger average
subscriber base.
 
     For the first nine months of  1995, BHS installed a total of  approximately
58,900  new  subscribers.  The  subscriber  base  totaled  approximately 361,200
subscribers on September 30,  1995, a 19% increase  from the September 30,  1994
level.  As a result, annualized service revenues increased 22% to $100.9 million
as of September 30, 1995.
 
     Operating profit  of BHS  aggregated $32.4  million in  1994 compared  with
$26.4  million in 1993 and  $16.5 million in 1992.  The $6.0 million increase in
operating profit  in  1994  compared with  1993  reflects  increased  monitoring
revenues,  partially  offset by  increased  installation expenses  and increased
overhead costs. The $9.9 million increase  in operating profit in 1993  compared
with  1992 reflects increased monitoring revenues, partially offset by increases
in installation expenses and servicing and overhead costs.
 
     The  increased  monitoring  revenue  in   1994  as  in  1993  was   largely
attributable  to an expanding  subscriber base. Although  total costs, including
installation expenses, increased as a  result of the expanding subscriber  base,
such   growth  contributed  to  improved  economies  of  scale  and  other  cost
efficiencies achieved in servicing BHS's subscribers. At year-end 1994, BHS  had
approximately  318,000 subscribers, 47%  more than the  year-end 1992 subscriber
base. New subscribers totaled 75,200  in 1994 and 59,700  in 1993. As a  result,
BHS's  average  subscriber base  increased by  21% in  1994 and  20% in  1993 as
compared with each prior year.
 
                                     IX-40

     As of January 1,  1992, BHS elected to  capitalize categories of costs  not
previously  capitalized  for  home  security  installations  to  more accurately
reflect subscriber  installation  costs  included  as  capitalized  installation
costs,  which added $4.1 million  to operating profit in  1994 and 1993 and $4.3
million to  operating  profit  in  1992. The  additional  costs  not  previously
capitalized  consisted of costs for installation  labor and related benefits for
supervisory,  installation  scheduling,  equipment  testing  and  other  support
personnel  (in the amount of  $2.6 million in 1994 and  1993 and $2.3 million in
1992) and costs incurred in maintaining facilities and vehicles dedicated to the
installation process (in the amount  of $1.5 million in  1994 and 1993 and  $2.0
million  in  1992). The  increase  in the  amount  capitalized, while  adding to
current period profitability  comparisons, defers recognition  of expenses  over
the  estimated  useful  life  of  the  installation.  The  additional subscriber
installation costs which are currently capitalized were expensed in prior  years
for  subscribers  in those  years.  Because capitalized  subscriber installation
costs for periods prior to January 1, 1992, were not adjusted for the change  in
accounting  principle, installation  costs for  subscribers in  those years will
continue to be  depreciated based  on the  lesser amounts  capitalized in  those
periods. Consequently, depreciation of capitalized subscriber installation costs
in  the current year and until such  capitalized costs prior to January 1, 1992,
are fully depreciated will be less than if such prior periods' capitalized costs
had been adjusted for  the change in accounting.  However, the Company  believes
the  effect on net  income in 1994, 1993  and in 1992  was immaterial. While the
amounts of the costs incurred which are capitalized vary based on current market
and  operating  conditions,  the  types  of  such  costs  which  are   currently
capitalized  will  not  change. The  change  in  the amount  capitalized  has no
additional effect on current or future cash flows or liquidity.
 
COAL
 
     The following is a table of selected financial data for the Coal operations
on a comparative basis:

                                                         NINE MONTHS ENDED
                                                            SEPTEMBER 30            YEARS ENDED DECEMBER 31
                                                        --------------------    --------------------------------
                                                          1995        1994        1994        1993        1992
                                                        --------    --------    --------    --------    --------
                                                                             (IN THOUSANDS)

Net sales............................................   $545,255    $577,627    $779,504    $672,244    $657,871
Cost of sales........................................    532,977     570,412     760,966     632,777     604,319
Selling, general and administrative expenses.........     17,096      19,586      26,294      26,752      25,656
Restructuring and other charges, including litigation
  accrual............................................      --         90,806      90,806      70,713       --
                                                        --------    --------    --------    --------    --------
Total costs and expenses.............................    550,073     680,804     878,066     730,242     629,975
                                                        --------    --------    --------    --------    --------
Other operating income...............................     20,014      12,221      15,111       9,752       9,009
                                                        --------    --------    --------    --------    --------
          Operating profit (loss)....................   $ 15,196    $(90,956)   $(83,451)   $(48,246)   $ 36,905
                                                        --------    --------    --------    --------    --------
                                                        --------    --------    --------    --------    --------
Coal sales (tons):
     Metallurgical...................................      6,583       7,466       9,884      11,675      12,298
     Utility and industrial..........................     12,471      13,249      18,198      10,277       8,432
                                                        --------    --------    --------    --------    --------
          Total coal sales...........................     19,054      20,715      28,082      21,952      20,730
                                                        --------    --------    --------    --------    --------
Production/purchased (tons)
     Deep............................................      3,025       3,746       4,857       7,061       8,642
     Surface.........................................     10,272      11,049      15,107       7,492       5,804
     Contract........................................      1,500       1,731       2,364       2,521       2,792
                                                        --------    --------    --------    --------    --------
                                                          14,797      16,526      22,328      17,074      17,238
Purchased............................................      4,791       4,313       5,826       4,533       3,607
                                                        --------    --------    --------    --------    --------
          Total......................................     19,588      20,839      28,154      21,607      20,845
                                                        --------    --------    --------    --------    --------
                                                        --------    --------    --------    --------    --------

     Coal operations had an operating profit of $15.2 million in the first  nine
months  of 1995 compared to an operating loss of $91.0 million in the prior year
period. The  operating loss  in the  first nine  months of  1994 included  $90.8
million  of  charges for  asset  writedowns and  accruals  for costs  related to
facility shutdowns  (discussed  further below)  and  $7.7 million  of  operating
losses incurred during the first nine months related to closed facilities.
 
                                     IX-41

     Sales  volume of 19.1 million tons in the first nine months of 1995 was 1.6
million tons less than the 20.7 million  tons sold in the prior year period,  as
marginal  mines serving  the weak  spot steam coal  markets were  idled and some
foreign  metallurgical  coal  customers  delayed  shipments.  Steam  coal  sales
decreased  by .8 million tons to 12.5  million tons and metallurgical coal sales
declined by .9  million tons to  6.6 million  tons compared to  the prior  year.
Steam  coal sales represented  65% of total  volume in the  first nine months of
1995.
 
     As of September 30, 1995, metallurgical coal customers have taken shipments
representing approximately 78% of the proportionate annualized contract  tonnage
for  the contract year that began on  April 1, 1995. Coal operations expect that
this shortfall, which represents approximately .6 million tons, will be made  up
by  these  customers  during  the  remainder of  the  contract  year  or shortly
thereafter. The  impact of  the delayed  shipments has  increased inventory  and
deferred recognition of expected gross margins.
 
     Production  in the first nine  months of 1995 totaled  14.8 million tons, a
10% decrease compared to the first  nine months of 1994, principally  reflecting
the  scheduled reduction  in underground mine  production during  1994 and early
1995 and the idling  of surface steam coal  mines. Surface production  accounted
for  71% and 68% of total production in  the first nine months of 1995 and 1994,
respectively. Productivity of 37 tons per man day represented a 7% increase over
the comparable period in 1994.
 
     Coal  operations  reached  contract   agreements  with  its   metallurgical
customers for the coal year that began April 1, 1995 with most calling for price
increases  of approximately $4.00  to $5.50 per metric  ton, depending upon coal
quality.  These  price  increases,  which  represent  an  average  increase   of
approximately  9% over the prior  contract year, were in  effect during the 1995
third quarter and had the effect of realigning pricing to levels in effect prior
to last year's  unusually large  decline. Sales  volume is  expected to  decline
modestly from the level in the prior contract year.
 
     Coal  operations' efforts to lower costs have improved margins and enhanced
the ability to respond to improvement in pricing for its low sulphur steam coal.
Some modest improvement in spot steam coal pricing from historically low  levels
occurred  during the third quarter due to  the hot summer and increased European
demand for steam  coal. Coal  operations are  prepared to  resume production  at
certain  idled facilities should  pricing improve further.  The majority of Coal
operations' steam coal sales continue to be sold under long-term contracts.
 
     Coal operations had an $83.4 million  operating loss in 1994 compared  with
an  operating  loss of  $48.2 million  in  1993. Results  for 1994  included the
operating results from  substantially all  the coal mining  operations and  coal
sales  contracts of Addington Resources, Inc. ('Addington'), which were acquired
by the Coal  operations on January  14, 1994.  The Coal operating  loss in  1994
included  $90.8 million of  charges for asset writedowns  and accruals for costs
related to  facilities which  are  being closed  (further discussed  below).  In
addition,  operating results for 1994 reflected the adverse impact of the severe
winter weather in early 1994 which particularly hampered surface mine production
and river  transportation. Operating  profit in  1994 included  other  operating
income  primarily  from  third  party  royalties  and  sales  of  properties and
equipment of $15.1  million compared with  $9.8 million in  1993. The  operating
loss  in 1993 included a $70.7 million charge related to mines which were closed
at the end of 1993 or early  1994, including employee benefit costs and  certain
other  noncash charges, together with the estimated liability in connection with
previously reported litigation (the 'Evergreen Case'), discussed later,  brought
against  the Company and  a number of  its coal subsidiaries  by the trustees of
certain pension and benefit trust funds established under collective  bargaining
agreements with the United Mine Workers of America ('UMWA'). Operating profit in
1993  was also negatively impacted by a $1.8 million charge to settle litigation
related to the moisture content of  tonnage used to compute royalty payments  to
the UMWA pension and benefit funds during the period ending February 1, 1988.
 
     Sales  volume of  28.1 million tons  for 1994  was 28% or  6.1 million tons
higher than sales volume in 1993. The increased sales were attributable to steam
coal with sales of 18.2 million tons (65% of total sales), up from 10.3  million
tons  (47% of total sales) in 1993, while metallurgical coal sales decreased 15%
from 11.7 million tons  to 9.9 million tons.  Coal produced (22.3 million  tons)
and  purchased (5.8 million tons)  totaled 28.2 million tons  for 1994, a 30% or
6.5 million  ton  increase  over 1993.  The  increase  in coal  sales  and  coal
produced/purchased in 1994 as compared with 1993 was largely attributable to the
addition of the Addington operations.
 
                                     IX-42

     In  1994, 31% of total  production was derived from  deep mines and 69% was
derived from surface mines compared  with 54% and 46%  of deep and surface  mine
production, respectively, in 1993.
 
     Average  coal  margin (realization  less  current production  cost  of coal
sold), which was  $1.72 per ton  in 1994 decreased  $1.03 or 38%  from the  1993
level with a 7% or $1.91 per ton decrease in average realization, only partially
offset  by a 3% or  $.88 per ton decrease in  average current production cost of
coal sold. The  higher percentage  of steam coal  sales and  declines in  export
metallurgical coal prices contributed to the decline in average realization. The
decrease  in average  cost is  largely due  to the  shift to  lower cost surface
production. However,  margins  were  negatively  impacted  by  costs  that  have
continued  at  higher  than  expected  levels,  particularly  at  the  Addington
operations. In addition, adverse geological conditions were also encountered  at
one of the mines acquired from Addington. Management is reviewing its options of
sources  used to  fulfill its coal  sales agreements  and to reduce  costs in an
effort to improve margins.
 
     Production and related costs in early  1994 were adversely impacted by  the
extreme  cold weather and  above-normal precipitation which  resulted in a large
number  of  lost  production  days   and  interruptions  which  limited   output
efficiencies  during  periods of  performance. Sales  also suffered  during this
period  due  to  lost  loading  days   and  were  impeded  by  restricted   road
accessibility.  Sales were further impacted by the lack of rail car availability
and the disruption of river barge service initially due to frozen waterways  and
subsequently  due to the heavy snow melt and rain, which raised the rivers above
operational levels. The  severe weather early  in the year  also reduced  output
from  purchased  coal suppliers,  which hindered  the  ability to  meet customer
shipments during  the  period.  In addition  to  weather  related  difficulties,
operations  in  early 1994  were  affected by  lost  business due  to  a utility
customer's plant  closure and  production shortfalls  due to  the withdrawal  of
contract producers from the market.
 
     Early  in  1994 the  metallurgical coal  markets continued  their long-term
decline with  significant  price  reductions  negotiated  between  Canadian  and
Australian  producers and Japanese  steel mills. During  the 1994 second quarter
Coal operations reached agreement  with its major  Japanese steel customers  for
new   three-year  agreements  (subject  to   annual  price  renegotiations)  for
metallurgical coal  shipments. Such  agreements replaced  sales contracts  which
expired  on March 31, 1994.  Pricing under the new  agreements for the coal year
beginning April  1, 1994,  was  impacted by  the  price reductions  accepted  by
foreign  producers,  but was  largely offset  by  modifications in  coal quality
specifications which  allows  the Coal  operation  flexibility in  sourcing  and
blending of coals. Although Coal operations has not yet reached price agreements
with  its significant metallurgical export coal  customers for the contract year
beginning April  1, 1995,  certain European  metallurgical coal  customers  have
agreed to price increases.
 
     The  market for metallurgical coal, for most of the past fifteen years, has
been characterized  by weak  demand  from primary  steel producers  and  intense
competition  from  foreign coal  producers,  especially those  in  Australia and
Canada. Metallurgical coal sales contracts typically are subject to annual price
negotiations, which  increase the  risk of  market forces.  As a  result of  the
continuing  long-term  decline  in  the metallurgical  coal  markets,  which was
further evidenced by  the previously discussed  significant price reductions  in
early  1994,  the Coal  operations accelerated  its  strategy of  decreasing its
exposure to  these markets.  After a  review of  the economic  viability of  the
remaining  metallurgical coal assets  in early 1994,  management determined that
four underground mines were no longer  economically viable and should be  closed
resulting  in  significant  economic  impairment  to  three  related preparation
plants. In addition,  it was determined  that one surface  steam coal mine,  the
Heartland  mine, which  provided coal to  Alabama Power under  a long-term sales
agreement, would be closed due to rising costs caused by unfavorable  geological
conditions.
 
     As  a  result  of these  decisions,  the Coal  operations  incurred pre-tax
charges of $90.8 million ($58.1 million after tax) in the first quarter of  1994
which  included a reduction  in the carrying  value of these  assets and related
accruals for  mine closure  costs. These  charges included  asset writedowns  of
$46.5  million which  reduced the  book carrying  value of  such assets  to what
management believes to be their net  realizable value based on either  estimated
sales  or leasing of such property to  unrelated third parties. In addition, the
charges included $3.8 million  for required lease payments  owed to lessors  for
machinery and equipment that would be idled as a result of the mine and facility
closures.  The charges  also included $19.3  million for mine  and plant closure
costs which represented estimates of reclamation
 
                                     IX-43

and other  environmental  costs  to  be incurred  to  bring  the  properties  in
compliance  with federal and  state mining and  environmental laws. This accrual
was required  due  to the  premature  closing of  the  mines. The  accrual  also
included  $21.2  million  in  contractually  or  statutorily  required  employee
severance and other benefit  costs associated with  termination of employees  at
these   facilities  and  costs  associated  with  inactive  employees  at  these
facilities.  Such  employee   benefits  include   severance  payments,   medical
insurance,  workers' compensation and other benefits and have been calculated in
accordance  with  contractually  (collective  bargaining  agreements  signed  by
certain  coal subsidiaries included in the Coal operations) and legally required
employee severance and other benefits. During the remainder of 1994, the Company
paid $10.2 million  of these liabilities,  of which $1.5  million was for  idled
leased  equipment; $5.3 million was for  facility closure costs and $3.4 million
was for employee-related costs.
 
     Of the four  underground mines,  two have  ceased coal  production (one  in
1995),  while the remaining two  mines are expected to  cease coal production in
1995. In 1994 Coal  operations reached agreement with  Alabama Power Company  to
transfer  the coal sales contract which had  been serviced by the Heartland mine
to another location in West Virginia. The Heartland mine ceased coal  production
during  1994 and final reclamation and environmental  work is in process. At the
beginning of 1994 there were approximately 750 employees involved in  operations
at  these  facilities  and  other administrative  support.  Employment  at these
facilities was reduced  by 52% to  approximately 360 employees  at December  31,
1994 and by 76% to approximately 180 employees at September 30, 1995.
 
     As discussed previously, the effects of this strategy have been to decrease
Coal  operations' exposure to the metallurgical coal markets and to increase its
production and sales  of lower cost  surface minable steam  coal. As  previously
mentioned,  for 1994, steam coal  sales rose to approximately  65% of total coal
sales up from  less than 50%  in the  prior year. In  addition, production  from
surface mines has increased to 69% for 1994 as compared to 45% for last year. In
addition,  metallurgical coal produced/ purchased  decreased to 9.9 million tons
versus 11.7 million tons when comparing 1994 to 1993.
 
     Although coal production has or will cease at the mines contemplated in the
accrual, the Coal operations will incur reclamation and environmental costs  for
several  years to bring these properties  into compliance with federal and state
environmental laws. In  addition, employee  termination and  medical costs  will
continue to be incurred for several years after the facilities have been closed.
The  significant  portion  of  these  employee  liabilities  is  for statutorily
provided workers'  compensation  costs  for inactive  employees.  Such  benefits
include   indemnity  and  medical   costs  as  required   under  state  workers'
compensation laws. The long payment periods are based on continued, and in  some
cases  lifetime, indemnity and medical payments  to injured former employees and
their surviving spouses. Management  believes that the  charges incurred in  the
first quarter of 1994 should be sufficient to provide for these future costs and
does not anticipate material additional future charges to operating earnings for
these facilities, although continual cash funding will be required over the next
several years.
 
     The  following table  analyzes the changes  in liabilities  during the last
three years  for facility  closure  costs recorded  as restructuring  and  other
charges:

                                                                                   MINE        EMPLOYEE
                                                                      LEASED        AND      TERMINATION,
                                                                     MACHINERY     PLANT     MEDICAL AND
                                                                        AND       CLOSURE     SEVERANCE
                                                                     EQUIPMENT     COSTS        COSTS         TOTAL
                                                                     ---------    -------    ------------    -------

Balance as of January 1, 1993(a)..................................    $ 1,146     $35,499      $ 35,413      $72,058
     Additions....................................................      2,782       1,598         6,267       10,647
     Payments(b)..................................................        836       8,663         7,463       16,962
                                                                     ---------    -------    ------------    -------
Balance as of December 31, 1993...................................      3,092      28,434        34,217       65,743
     Additions....................................................      3,836      19,290        21,193       44,319
     Payments(c)..................................................      3,141       9,468        12,038       24,647
                                                                     ---------    -------    ------------    -------
Balance as of December 31, 1994...................................      3,787      38,256        43,372       85,415
     Payments(d)..................................................      1,474       7,501         6,096       15,071
                                                                     ---------    -------    ------------    -------
Balance as of September 30, 1995..................................    $ 2,313     $30,755      $ 37,276      $70,344
                                                                     ---------    -------    ------------    -------
                                                                     ---------    -------    ------------    -------

                                     IX-44

 (a) These  amounts  represent the  remaining  liabilities for  facility closure
     costs recorded  as restructuring  and  other charges  in prior  years.  The
     original  charges  included  $2,312  for  leased  machinery  and equipment,
     $50,645 principally  for  incremental  facility  closing  costs,  including
     reclamation  and  $47,841 for  employee  benefit costs,  primarily workers'
     compensation, which will continue to be paid for several years.
 
 (b) These amounts  represent  total cash  payments  made during  the  year  for
     liabilities recorded in prior years.
 
 (c) These  amounts represent total cash payments made during the year for these
     charges. Of the total payments made, $8,672 was for liabilities recorded in
     years prior  to 1993,  $5,822  was for  liabilities  recorded in  1993  and
     $10,153 was for liabilities recorded in 1994.
 
 (d) Payments  made in the first nine months  of 1995 included $8,642 related to
     pre-1994 liabilities  and  $6,429 for  liabilities  recorded in  the  first
     quarter of 1994.
 
                            ------------------------
 
     During  the next twelve  months, expected cash funding  of these charges is
approximately $15  to  $20  million. Management  estimates  that  the  remaining
liability  for leased machinery and  equipment will be fully  paid over the next
two years. The  liability for mine  and plant  closure costs is  expected to  be
satisfied over the next seven years of which approximately 70% is expected to be
paid  over the next three years. The liability for employee related costs, which
is primarily workers' compensation, is estimated to be 75% settled over the next
four years with the balance paid during the following five to ten years.
 
     For 1994, Coal  operations' closed facilities  (including those  facilities
for  which the  decision to  close was  made in  early 1994)  incurred operating
losses of $4.4 million.
 
     On June 21, 1994, a  successor collective bargaining agreement between  the
Coal  operations' union companies  and the UMWA was  ratified by such companies'
union employees, replacing the principal  labor agreement which expired on  June
30, 1994. The successor agreement will remain in effect until December 31, 1998.
This  agreement continues the basic principles and provisions established in the
predecessor 1990 Agreement with respect to areas of job security, work rules and
scheduling. The new agreement provides  for, among other things, wage  increases
of  $.40 per hour on December 15 of each  of the years 1994 to 1997 and includes
improvements in certain employee benefit programs.
 
     Operating profit for Coal operations totaled $36.9 million in 1992 compared
to an operating loss of  $48.2 million in 1993.  Operating results in 1993  were
negatively impacted by the $70.7 million in charges, as discussed earlier, $10.0
million  in expenses  relating to  retiree health  benefits required  by federal
legislation enacted  in October  1992  (discussed later)  and the  $1.8  million
charge  to settle litigation related to the  moisture content of tonnage used to
compute royalty payments to  the UMWA pension and  benefit funds for the  period
ended  February  1, 1988.  Coal  operating profit  in  1993 also  included other
operating income of $9.8 million compared with $9.0 million in the  year-earlier
period  primarily  for  third  party  royalties  and  sales  of  properties  and
equipment.
 
     Sales volume of 22.0 million tons in 1993 was 6% or 1.2 million tons higher
than sales volume in the year earlier. The increased sales were attributable  to
steam  coal sales of 10.3 million tons (47% of total sales), up from 8.4 million
tons (41% of total sales), while metallurgical coal sales decreased 5% from 12.3
million tons  to  11.7 million  tons.  Coal  produced (17.1  million  tons)  and
purchased  (4.5  million tons)  totaled  21.6 million  tons  in 1993,  which was
slightly lower than  production in 1992.  In 1993, 54%  of total production  was
derived from deep mines and 46% was derived from surface mines compared with 65%
and 35% of deep and surface mine production, respectively, in 1992.
 
     Average  margin in  1993 of  $2.75 per  ton decreased  12% or  $.37 per ton
compared to 1992, as a 4% or  $1.30 per ton decrease in average realization  was
only  partially  offset by  a 4%  or $.93  per ton  decrease in  average current
production costs  of coal  sold. The  decrease in  average realization  in  1993
reflected  lower  export pricing  and a  downward price  revision on  a domestic
utility contract. The decrease in average current production costs of coal  sold
in 1993 was mainly due to a higher proportion of production sourced from company
surface mine operations.
 
                                     IX-45

     The strike by the UMWA against certain coal producers in the eastern United
States,  which lasted throughout  a significant portion of  1993, was settled in
late 1993.  None of  the  operations of  the  Company's coal  subsidiaries  were
involved   in  the  strike.  Although  the  supply  of  metallurgical  coal  was
appreciably reduced as a  result of the  strike, Australian producers  increased
production  to  absorb  the shortfall.  The  strike  had little  impact  on Coal
operating profits during 1993 since a  large proportion of production was  under
contract. Coal operations benefited from improved spot prices for domestic steam
coal  on  relatively small  amounts of  uncommitted  tonnage available  for this
market.
 
     In October 1992, the Coal Industry Retiree Health Benefit Act of 1992  (the
'Health  Benefit Act') was enacted as part of the Energy Policy Act of 1992. The
Health Benefit  Act established  rules for  the payment  of future  health  care
benefits  for thousands of retired union mine workers and their dependents. Part
of the burden  for these payments  was shifted  by the Health  Benefit Act  from
certain  coal  producers,  which  had  a  contractual  obligation  to  fund such
payments, to  producers such  as the  Company which  have collective  bargaining
agreements with the UMWA that do not require such payments and to numerous other
companies  which are  no longer  in the  coal business.  The Health  Benefit Act
established a trust fund to  which 'signatory operators' and 'related  persons',
including  the  Company  and certain  of  its coal  subsidiaries  (the 'Pittston
Companies') are obligated  to pay  annual premiums  for assigned  beneficiaries,
together  with a pro rata  share for certain beneficiaries  who never worked for
such employers  ('unassigned  beneficiaries'),  in  amounts  determined  by  the
Secretary  of Health  and Human Services  on the  basis set forth  in the Health
Benefit Act. For 1993  and 1994, these amounts  were approximately $9.1  million
and  $11.0 million,  respectively. In  addition, in  1993, the  Company incurred
costs of  $.9 million  to review  the accuracy  of beneficiaries  assigned.  The
Company  believes that the annual cash funding  under the Health Benefit Act for
the Pittston Companies' assigned beneficiaries will  continue in the $10 to  $11
million range for the next eight years and should begin to decline thereafter as
the number of such assigned beneficiaries decreases.
 
     Based  on  the  number of  beneficiaries  actually assigned  by  the Social
Security Administration, the Company  estimates the aggregate pre-tax  liability
relating to the Pittston Companies' assigned beneficiaries remaining at December
31,  1994 at approximately $250 million, which when discounted at 8.75% provides
a present value estimate of approximately $100 million.
 
     The ultimate  obligation that  will be  incurred by  the Company  could  be
significantly   affected  by,  among  other  things,  increased  medical  costs,
decreased number of  beneficiaries, governmental funding  arrangements and  such
federal  health benefit legislation of general application as may be enacted. In
addition, the Health Benefit  Act requires the Pittston  Companies to fund,  pro
rata  according to the total number of  assigned beneficiaries, a portion of the
health benefits for unassigned beneficiaries. At this time, the funding for such
health benefits is  being provided from  another source and  for this and  other
reasons   the  Pittston  Companies'  ultimate   obligation  for  the  unassigned
beneficiaries cannot be  determined. The  Company accounts  for its  obligations
under  the Health  Benefit Act  as a  participant in  a multi-employer  plan and
recognizes the annual cost on a pay-as-you-go basis.
 
     In February 1990, the  Pittston Coal Group companies  and the UMWA  entered
into a collective bargaining agreement that resolved a labor dispute and related
strike  of  Pittston Coal  Group operations  by UMWA-represented  employees that
began on  April 5,  1989. As  part of  the agreement,  the Pittston  Coal  Group
companies  agreed to  make a $10  million lump  sum payment to  the 1950 Benefit
Trust Fund and  to renew  participation in the  1974 Pension  and Benefit  Trust
Funds  at  specified contribution  rates. These  aspects  of the  agreement were
subject to formal approval by  the trustees of the  funds. The trustees did  not
accept  the terms of the agreement and,  therefore, payments were made to escrow
accounts for the benefit of union  employees. Under the new 1994 Agreement,  the
Pittston  Coal  Group companies  agreed to  continue  participation in  the 1974
Pension Plan at specified contribution rates, again subject to trustee approval.
At this  time, payments  continue to  be made  to the  escrow accounts  for  the
benefit of union employees. The escrow accounts balances as of December 31, 1994
totaled $23.1 million.
 
     In   1988,  the  trustees  of  certain  pension  and  benefit  trust  funds
established under  collective bargaining  agreements with  the UMWA  brought  an
action  (the 'Evergreen  Case') against  the Company  and a  number of  its coal
subsidiaries in the United States District  Court for the District of  Columbia,
claiming  that the defendants are obligated to contribute to such trust funds in
accordance
 
                                     IX-46

with the provisions  of the 1988  and subsequent National  Bituminous Coal  Wage
Agreements  ('NBCWAs'), to which neither the Company nor any of its subsidiaries
is a signatory. The  NBCWAs are negotiated between  the UMWA and the  Bituminous
Coal  Operators  Association  (the  'BCOA').  During  the  relevant  period, the
Pittston Companies were members of  the BCOA. The plaintiff-trustees' claim  was
based  on the theory that a provision  contained in related trust documents that
were incorporated  by  reference  into  the  NBCWAs  imposed  an  obligation  on
signatory  employers, including certain of the Pittston Companies, to contribute
to the  Funds  pursuant  to  the  terms  of  future  NBCWAs.  According  to  the
plaintiff-trustees'  theory,  that  obligation  existed  whether  or  not  those
employers were signatories to the subsequent agreements.
 
     In January 1992,  the Court issued  an order granting  summary judgment  in
favor  of the trustees on the issue  of liability, which was thereafter affirmed
by the Court of Appeals. In June  1993 the United States Supreme Court denied  a
petition for a writ of certiorari. The case has been remanded to District Court,
and damage and other issues remain to be decided. In September 1993, the Company
filed  a  motion  seeking relief  from  the  District Court's  grant  of summary
judgment based on, among other things, the Company's allegation that  plaintiffs
improperly  withheld evidence that  directly refutes plaintiffs' representations
to the District Court and the Court  of Appeals in this case. In December  1993,
that  motion was denied. On May 23, 1994,  the trustees filed a Motion for Entry
of  Final   Judgment  seeking   approximately   $71.1  million   in   delinquent
contributions,  interest  and  liquidated  damages through  May  31,  1994, plus
approximately $17 thousand additional interest  and liquidated damages for  each
day  between May 31, 1994 and the  date final judgment is entered, plus on-going
contributions to the  1974 Pension Plan.  The Company has  opposed this  motion.
There has been no decision on this motion or final judgment entered to date.
 
     The Pittston Companies continue to challenge the plaintiff-trustees' theory
on a number of grounds, including the fact that: (1) the parties to the relevant
NBCWAs  did not intend to create such  a continuing obligation; (2) the Pittston
Companies were not aware and did not intend that by entering into an NBCWA  they
were agreeing to undertake such a continuing obligation to the Funds; (3) if the
Pittston  Companies'  representatives in  the BCOA  actually  agreed to  such an
obligation, they did so without informing the Pittston Companies; and (4) if the
BCOA actually  agreed  to  such  a continuing  obligation,  it  did  so  without
obtaining authority from the Pittston Companies. In that connection, the Company
has  filed  suit against  the BCOA  and others  (the 'BCOA  case') to  hold them
responsible for  any  damages  sustained by  the  Company  as a  result  of  the
Evergreen  Case. Although  the Company is  continuing that  effort, the Company,
following the District Court's ruling in December 1993, recognized the potential
liability that may result from an adverse judgment in the Evergreen Case. In any
event, any final judgment in  the Evergreen Case will  be subject to appeal.  In
December  1994, the District Court  ordered that the Evergreen  Case, as well as
related cases  filed  against  other  coal companies,  and  the  BCOA  case,  be
submitted  to  mediation  before  a  federal judge  in  an  effort  to  obtain a
settlement. The mediation process is on-going.
 
     As a result of the Health Benefit Act, there is no continuing liability  in
this case in respect of health benefit funding after February 1, 1993.
 
                                     IX-47

MINERAL VENTURES
 
     The  following  is  a table  of  selected  financial data  for  the Mineral
Ventures on a comparative basis:

                                                             NINE MONTHS ENDED
                                                               SEPTEMBER 30           YEARS ENDED DECEMBER 31
                                                            -------------------    -----------------------------
                                                             1995        1994       1994       1993       1992
                                                            -------     -------    -------    -------    -------
                                                               (DOLLARS IN THOUSANDS, EXCEPT PER OUNCE DATA)

Net sales...............................................    $12,398     $11,406    $15,494    $14,845      --
Cost of sales...........................................      9,084       7,785     10,620     12,902      --
Selling, general and administrative costs...............      2,624       2,897      3,910      2,819    $ 3,109
Restructuring and other charges.........................      --          --         --         7,920      --
                                                            -------     -------    -------    -------    -------
          Total costs and expenses......................     11,708      10,682     14,530     23,641      3,109
Other operating income (expense)........................        (15)        130        170        494       (247)
                                                            -------     -------    -------    -------    -------
          Operating profit (loss).......................    $   675     $   854    $ 1,134    $(8,302)   $(3,356)
                                                            -------     -------    -------    -------    -------
                                                            -------     -------    -------    -------    -------
Stawell Gold Mine:
     PMV's 50% direct share ounces sold.................     30,229      28,600     38,600     36,200      --
     Average realized gold price per ounce (US$)........    $   398     $   397    $   399    $   364      --
     Average cost per ounce (US$).......................    $   326     $   297    $   301    $   303      --

     In the first  nine months  of 1995,  operating profit  of Mineral  Ventures
decreased  $.2 million to $.7 million from  $.9 million in the first nine months
of 1994. The decrease in operating profit was primarily the result of  increased
production  costs at  the Stawell gold  mine. Operating  profits were negatively
impacted by an adverse geological condition at the Stawell gold mine,  resulting
in  temporarily lower produced ore grades and higher production costs during the
1995 third quarter. The  Stawell mine is expected  to achieve normal  production
during  the fourth quarter. The Stawell gold  mine produced 60,412 ounces in the
first nine months of 1995 compared  with 57,468 ounces in the comparable  period
of  1994.  Mineral Ventures  is continuing  exploration  projects in  Nevada and
Australia with its joint venture partner.
 
     A reserve  study  at  the Stawell  mine  conducted  as of  June  30,  1995,
indicated  proven and probable  recoverable gold reserves  of 461,800 ounces, an
increase of 132,800  ounces over the  prior year level  after the production  of
84,800 ounces during the intervening period.
 
     Mineral  Ventures  reported  operating  income  of  $1.1  million  for 1994
compared with an operating loss of  $8.3 million for 1993. Operating results  in
1993  included a $7.9 million charge related  to the write-down of the company's
investment in the Uley graphite mine in Australia. Although reserve drilling  of
the Uley property indicated substantial graphite deposits, graphite prices which
remained  significantly below the level prevailing  at the start of the project,
processing difficulties  and  an analysis  of  various technical  and  marketing
conditions  affecting the project resulted in  the determination that the assets
had been impaired and that loss recognition was appropriate. Excluding the  $7.9
million  charge, Mineral  Ventures operations  incurred a  $.4 million operating
loss in 1993. Operating results for 1994 and 1993 also reflected production from
the Stawell gold mine.  Mineral Ventures has  a 67% net  equity interest in  the
Stawell  mine and  its adjacent exploration  acreage. In  December 1992, Mineral
Ventures acquired its 50% direct ownership  in the Stawell property through  its
participation  in a  joint venture with  Mining Project Investors  Pty Ltd., (in
which Mineral Ventures holds a 34% interest). At December 31, 1994, the  Stawell
gold  mine, which  is in western  Victoria, Australia, had  remaining proven and
probable gold reserves estimated at 444,000  ounces. The joint venture also  has
exploration  rights in the highly prospective  district around the mine. In 1994
and 1993, the  Stawell mine produced  77,966 ounces and  73,765 ounces of  gold,
respectively,  with Mineral Ventures' share of the operating profit amounting to
$5.0 million and $4.9 million, in 1994 and 1993, respectively. The  contribution
to  operating profit from the  Stawell mine in both 1994  and 1993 was offset by
exploration expenditures related chiefly to other potential gold mining projects
in addition to  administrative overhead.  Operating results for  1994 were  also
impacted  by higher operating costs incurred as a result of an operator accident
at Stawell which occurred early in the year.
 
                                     IX-48

     In 1992,  Mineral Ventures  operations reported  operating losses  of  $3.4
million, which primarily related to expenses for project review and exploration.
 
FOREIGN OPERATIONS
 
     A  portion of the Company's financial results is derived from activities in
several foreign  countries, each  with  a local  currency  other than  the  U.S.
dollar.  Because  the financial  results  of the  Company  are reported  in U.S.
dollars, they are affected by  the changes in the  value of the various  foreign
currencies  in relation to the U.S. dollar. The Company's international activity
is not concentrated in  any single currency, which  limits the risks of  foreign
currency  rate fluctuations. In addition,  these rate fluctuations may adversely
affect  transactions  which  are  denominated  in  currencies  other  than   the
functional  currency. The Company routinely enters into such transactions in the
normal course of its business. Although the diversity of its foreign  operations
limits  the risks  associated with such  transactions, the  Company uses foreign
exchange  forward  contracts  to  hedge   the  risks  associated  with   certain
transactions  denominated  in  currencies other  than  the  functional currency.
Realized and unrealized  gains and losses  on these contracts  are deferred  and
recognized  as part of the specific  transaction hedged. In addition, cumulative
translation  adjustments  relating  to  operations  in  countries  with   highly
inflationary  economies are included  in net income,  along with all transaction
gains or losses for  the period. Subsidiaries in  Brazil operate in such  highly
inflationary economies.
 
     Additionally,  the Company is subject to other risks customarily associated
with  doing  business  in  foreign  countries,  including  economic  conditions,
controls on repatriation of earnings and capital, nationalization, expropriation
and  other forms of restrictive action by local governments. The future effects,
if any, of such risks on the Company cannot be predicted.
 
OTHER OPERATING INCOME
 
     Other operating income  for the first  nine months of  1995 increased  $3.9
million  to $22.4 million from $18.5 million  in the prior year. Other operating
income increased $4.4 million to $24.4 million in 1994 and increased $.9 million
to $20.0 million  in 1993  from $19.1 million  in 1992.  Other operating  income
principally includes the Company's share of net income of unconsolidated foreign
affiliates,  which  are  substantially  attributable  to  equity  affiliates  of
Brink's, royalty income and gains and losses  from sales of coal assets. A  $4.2
million  decrease in equity in earnings  of unconsolidated subsidiaries was more
than offset by gains  of $6.8 million on  the sale of coal  assets in the  first
nine months of 1995 compared with the first nine months of 1994. The increase in
1994  compared to  1993 was largely  due to  increased sales of  coal assets and
royalty income  from  coal  and  natural gas  properties,  partially  offset  by
decreased  earnings of equity affiliates.  Equity earnings of foreign affiliates
totaled $.2 million and $4.4 million in the first nine months of 1995 and  1994,
respectively,  and $6.3 million, $7.5 million and $8.0 million in 1994, 1993 and
1992, respectively.
 
CORPORATE AND OTHER EXPENSES
 
     In the first  nine months of  1995, general corporate  expenses were  $12.4
million  compared with $12.0 million in the prior year period. General corporate
expenses aggregated $16.2  million, $16.7  million and $17.1  million for  1994,
1993 and 1992, respectively.
 
     Other  net expense for the first nine  months of 1995 decreased $.8 million
to a net expense of $4.0 million from a net expense of $4.8 million in the prior
year period. Other net expense was  $5.6 million, $4.6 million and $4.0  million
in  1994, 1993 and  1992, respectively. In  the first nine  months of 1994, $1.2
million of expenses  were recognized  on the  Company's redemption  of its  9.2%
Convertible  Subordinated Debentures. Other net expense  in 1992 included a gain
of $2.3 million from the sale of investments in leveraged leases.
 
INTEREST EXPENSE
 
     Interest expense totaled  $10.4 million in  the first nine  months of  1995
compared  with $8.0 million in  the first nine months  of 1994. Interest expense
totaled   $11.5    million,    $10.2    million    and    $11.1    million    in
 
                                     IX-49

1994, 1993 and 1992, respectively. The increase in the first nine months of 1995
compared  with the prior year  period is due to  higher interest rates on higher
average debt balances. Interest expense in 1994 increased due to higher  average
borrowings  under revolving credit  and term loan  facilities resulting from the
Addington acquisition and higher average  interest rates, partially offset by  a
decrease  resulting  from  the  Company's  redemption  of  its  9.2% Convertible
Subordinated Debentures in April  1994. Interest expense  in 1993 also  included
interest  assessed  on settlement  of coal  litigation  related to  the moisture
content of tonnage used to compute royalty payments to UMWA pension and  benefit
funds.  The $1.1  million decrease  for 1993  compared with  1992 was  largely a
result of lower interest rates worldwide.
 
INCOME TAXES
 
     In 1994, the provision for income taxes was less than the statutory federal
income tax rate of 35%  due to the tax  benefits of percentage depletion,  lower
taxes  on foreign income and a reduction in the valuation allowance for deferred
tax assets  primarily  in state  jurisdictions.  These benefits  were  partially
offset  by state income taxes and  goodwill amortization. In 1993, the provision
for income taxes was less than the statutory federal income tax rate of 35%  due
to  the  tax  benefits of  percentage  depletion, favorable  adjustments  to the
Company's deferred tax assets as a result of the increase in the statutory  U.S.
federal  income tax rate and a reduction in the valuation allowance for deferred
tax assets primarily  in foreign  jurisdictions. These  benefits were  partially
offset  by state income taxes and  goodwill amortization. In 1992, the provision
for income taxes exceeded the statutory federal income tax rate of 34% primarily
due to provisions for state income taxes, goodwill amortization and the increase
in the valuation allowance for deferred tax assets.
 
     Based on the Company's historical and expected taxable earnings, management
believes it is more likely than not that the Company will realize the benefit of
the existing deferred tax asset at December 31, 1994.
 
FINANCIAL CONDITION
 
CASH PROVIDED BY OPERATING ACTIVITIES
 
     Cash provided by operating activities during the first nine months of  1995
totaled  $89.3 million compared with $108.8 million  in the first nine months of
1994. The  decrease  in  cash  provided occurred,  despite  higher  net  income,
partially as a result of additional investment in working capital at Burlington.
Such  requirements primarily reflected initial working capital needs of recently
acquired foreign subsidiaries, a relatively larger seasonal volume increase  and
increased  international revenues, which tend to have longer payment terms. Cash
provided by operating activities in the first nine months of 1994 was negatively
impacted by the integration of operating activities of Addington which  required
cash  to finance  working capital.  Net income,  noncash charges  and changes in
operating assets  and  liabilities  in  the  first  nine  months  of  1994  were
significantly  affected by  after-tax restructuring  and other  charges of $58.1
million which  had minimal  effect in  the first  nine months  of 1995  on  cash
generated by operations.
 
     Cash  provided  by operating  activities  for 1994  totaled  $139.3 million
compared with $119.9 million in 1993.  Cash flow from operations was  negatively
impacted  by the integration of the operations of Addington, which required cash
to finance  initial  working capital  needs.  Net income,  noncash  charges  and
changes  in operating assets and liabilities in 1994 were significantly affected
by after-tax restructuring and other charges of $58.1 million which used cash of
approximately $10.2 million in 1994. Of the total $90.8 million of 1994  pre-tax
charges,  $46.5 million was for noncash write  downs of assets and the remainder
represents liabilities  which are  expected to  be paid  over the  next  several
years.  In addition,  during 1994,  $14.5 million  was paid  for similar charges
reported  in  prior  periods.  As  discussed  under  Coal  operations,   funding
requirements  for  these charges  are expected  to be  approximately $15  to $20
million during the  next twelve  months. The Company  intends to  fund any  cash
requirements  during  1995  with  anticipated cash  flows  from  operations, and
shortfalls,  if  any,  financed   through  borrowings  under  revolving   credit
agreements or short-term borrowing arrangements.
 
                                     IX-50

CAPITAL EXPENDITURES
 
     Cash  capital expenditures for the first  nine months of 1995 totaled $81.3
million. Of that amount,  $19.8 million was spent  by Burlington, $15.7  million
was spent by Brink's, $31.0 million was spent by BHS, $12.8 million was spent by
Coal  and $1.6 million  was spent by Mineral  Ventures. Expenditures incurred by
BHS in the first nine months of 1995 were primarily for customer  installations,
representing  the  expansion in  the subscriber  base. For  the full  year 1995,
capital expenditures are  estimated to approximate  $130 million. The  foregoing
amounts  exclude equipment  expenditures that  have been  or are  expected to be
financed through capital and operating leases, and any acquisition expenditures.
Increased expenditures in 1995 are largely attributable to Burlington to support
new airfreight stations and implementation of new information systems and to BHS
resulting from continued expansion of the subscriber base.
 
     Cash capital expenditures  totaled $106.3  million in  1994. An  additional
$41.2  million of expenditures  were made through  capital and operating leases.
Approximately 32% of the  1994 gross capital expenditures  were incurred in  the
Coal  segment. Of  that amount,  approximately 75%  of the  expenditures was for
business expansion, and  the remainder  was for replacement  and maintenance  of
ongoing  business operations. Expenditures made by Mineral Ventures approximated
2% of the Company's total capital expenditures and were primarily costs incurred
for project  development.  Capital  expenditures made  by  both  Burlington  and
Brink's  during 1994 were  primarily for replacement  and maintenance of current
ongoing  business   operations  and   comprised  approximately   17%  and   24%,
respectively,  of the Company's total. Expenditures  incurred by BHS during 1994
were 25% of total  expenditures and were  primarily for customer  installations,
resulting from expansion of the subscriber base.
 
OTHER INVESTING ACTIVITIES
 
     All  other investing activities  in the first nine  months of 1995 provided
net cash of  $6.3 million, primarily  from the disposal  of property, plant  and
equipment  net  of  expenditures  for  aircraft  heavy  maintenance.  All  other
investing activities in 1994 used net  cash of $165.5 million. In January  1994,
the  Company  paid approximately  $157 million  in cash  for the  acquisition of
substantially all  the  coal  mining  operations and  coal  sales  contracts  of
Addington.  The  purchase  price of  the  acquisition was  financed  through the
issuance of $80.5 million of a new series of convertible preferred stock,  which
is  convertible into Pittston  Minerals Group Common  Stock, and additional debt
under credit agreements. Other investing  activities also included $8.4  million
of  cash received  in 1994 from  the December 1993  sale of the  majority of the
assets of  a  captive mine  supply  company.  Disposal of  property,  plant  and
equipment  provided  $7.6 million  in cash  in 1994  and expenditures  for heavy
aircraft maintenance used cash of $15.3 million in 1994.
 
FINANCING
 
     Gross capital expenditures in 1995 are currently expected to increase  over
1994  levels. The  increase is expected  to result largely  from expenditures at
Burlington,  supporting  new  airfreight  stations  and  implementation  of  new
information  systems, and expenditures at BHS resulting from continued expansion
of the subscriber base. Capital expenditures  in 1996 are estimated to  increase
over  the 1995 levels to $160 million.  These expenditures will be primarily for
business expansion and, to  a lesser extent,  maintenance and replacement,  when
necessary,  of current  business operations, including  information systems. The
Company intends  to fund  such  expenditures through  cash flow  from  operating
activities or through operating leases if the latter are financially attractive.
Any   shortfalls  will  be  financed  through  the  Company's  revolving  credit
agreements or short-term borrowing arrangements.
 
     In March 1994,  the Company entered  into a $350  million credit  agreement
with  a  syndicate  of  banks  (the  'New  Facility'),  replacing  the Company's
previously existing  $250  million  of  revolving  credit  agreements.  The  New
Facility  includes a $100 million term loan,  which matures in May 2000. The New
Facility also permits additional borrowings,  repayments and reborrowings of  up
to an aggregate of $250 million until May 2000. Interest on borrowings under the
New  Facility  is  payable at  rates  based  on prime,  certificate  of deposit,
Eurodollar  or  money  market  rates.  At  December  31,  1994,  borrowings   of
 
                                     IX-51

$100  million were outstanding under  the term loan portion  of the New Facility
and borrowings  of $9.4  million were  outstanding under  the remainder  of  the
facility.
 
     Under  the terms of some of its debt instruments, the Company has agreed to
various restrictions relating  to the  payment of dividends,  the repurchase  of
capital  stock, the  maintenance of  consolidated net  worth, and  the amount of
additional funded debt which may be incurred. Allowable restricted payments  for
dividends  and stock repurchases aggregated $225  million at September 30, 1995.
Under the terms of the New Facility the Company has agreed to maintain at  least
$300  million of  Consolidated Net Worth,  as defined, and  can incur additional
indebtedness of approximately $400 million as of September 30, 1995.
 
DEBT
 
     Outstanding debt, including borrowings  under revolving credit  agreements,
aggregated  $179.4  million at  September 30,  1995, up  from $165.1  million at
year-end  1994.  Cash  proceeds  from  operating  activities,  other   investing
activities  and  the  proceeds  from  the exercise  of  stock  options  were not
sufficient to fund capital expenditures,  the repurchase of stock and  dividends
payments,  resulting  in  additional borrowings  under  the  Company's revolving
credit agreements.
 
     Outstanding debt, including borrowings  under revolving credit  agreements,
aggregated  $165.1 million  at December 31,  1994, compared to  $75.8 million at
year-end 1993. Cash generated  from operating activities  and proceeds from  the
issuance of preferred stock were not sufficient to fund capital expenditures and
the   Addington  acquisition,  resulting  in  additional  borrowings  under  the
Company's credit agreements.
 
     On April 15, 1994,  the Company redeemed  all outstanding 9.2%  Convertible
Subordinated  Debentures due July 1, 2004.  The principal amount outstanding was
$27.8 million and the  premium paid to  call the debt  totaled $.8 million.  The
Company  used cash provided under its  revolving credit agreements to redeem the
debentures. The  premium  paid in  addition  to  other charges  related  to  the
redemption  are  included  in  the  Company's  1994  Consolidated  Statements of
Operations for the nine months ended September  30, 1994 and for the year  ended
December 31, 1994.
 
OFF-BALANCE SHEET INSTRUMENTS
 
     The Company enters into various off-balance sheet financial instruments, as
discussed  below, to hedge its foreign  currency and other market exposures. The
risk that  counterparties  to such  instruments  may  be unable  to  perform  is
minimized  by limiting the  counterparties to major  financial institutions. The
Company does not expect any losses due to such counterparty default.
 
     Foreign currency  forward  contracts --  The  Company enters  into  foreign
currency  forward contracts with a duration of 30  to 60 days as a hedge against
liabilities denominated in  various currencies. These  contracts do not  subject
the  Company to risk due to exchange  rate movements because gains and losses on
these contracts offset  losses and  gains on  the liabilities  being hedged.  At
December  31,  1994,  the  total  notional  value  of  foreign  currency forward
contracts outstanding  was $7.4  million. As  of such  date, the  fair value  of
foreign currency forward contracts was not significant.
 
     Gold  contracts -- In order to protect itself against downward movements in
gold prices, the Company hedges a portion of its recoverable proved and probable
reserves primarily through forward sales contracts. At December 31, 1994, 60,056
ounces of  gold, representing  approximately 30%  of the  Company's  recoverable
proved  and probable reserves,  were sold forward  under forward sales contracts
with a total  notional value of  $24.7 million. These  contracts extend  through
September  1996  and generally  mature on  a quarterly  basis, ratably  over the
period. Because  only a  portion  of its  future  production is  currently  sold
forward,  the Company can take advantage of increases, if any, in the spot price
of gold. At December  31, 1994, the  fair value of  the Company's forward  sales
contracts was not significant.
 
     Fuel  contracts  --  The Company  has  hedged  a portion  of  its  jet fuel
requirements through a swap contract. At  December 31, 1994, the notional  value
of  the jet fuel swap, aggregating 12.5  million gallons, through March 31, 1995
was $6.5 million. In  addition, the Company has  entered into several  commodity
 
                                     IX-52

options  transactions that are intended to protect against significant increases
in jet fuel prices.  These transactions, aggregate 23.3  million gallons with  a
notional  value of $15.8  million and are applicable  throughout 1995 in amounts
ranging from 3.5 million gallons per month  in the first quarter of 1995 to  2.1
million  gallons per month in  the fourth quarter of  1995. The Company has also
entered into  a  collar transaction,  applicable  to 7.2  million  gallons  that
provides for a minimum and maximum per gallon price. This transaction is settled
monthly based upon the average of the high and low prices during each period.
 
     The  fair value  of these  fuel hedge  transactions may  fluctuate over the
course of the contract period  due to changes in the  supply and demand for  oil
and  refined products. Thus, the economic gain  or loss, if any, upon settlement
of the contracts may differ from the  fair value of the contracts at an  interim
date.  At  December  31,  1994,  the  fair  value  of  these  contracts  was not
significant.
 
     Interest rate  contracts --  In  connection with  the aircraft  leasing  by
Burlington in 1993, the Company entered into interest rate cap agreements. These
agreements  have a notional amount of $60 million and cap the Company's interest
rate on certain aircraft leases at 8.5%  through April 1, 1996. In addition,  in
1994,  the Company entered into a standard three year variable to fixed interest
rate swap agreement. This agreement fixed  the Company's interest rate at 5%  on
current  borrowings of $40.0  million in principal.  The amount to  which the 5%
interest  rate  applies  declines  periodically  throughout  the  term  of   the
agreement.  The fair value of  these contracts was $1.8  million at December 31,
1994.
 
CONTINGENT LIABILITIES
 
     In April 1990, the Company entered  into a settlement agreement to  resolve
certain  environmental  claims  against  the  Company  arising  from hydrocarbon
contamination at a petroleum terminal facility ('Tankport') in Jersey City,  New
Jersey,  which operations were sold in 1983. Under the settlement agreement, the
Company is  obligated  to  pay 80%  of  the  remediation costs.  Based  on  data
available  to  the  Company  and  its  environmental  consultants,  the  Company
estimates its  portion of  the  cleanup costs  on  an undiscounted  basis  using
existing technologies to be between $6.7 million and $14.1 million over a period
of  up to five years.  Management is unable to  determine that any amount within
that range is a better estimate due to a variety of uncertainties, which include
the extent of  the contamination  at the  site, the  permitted technologies  for
remediation and the regulatory standards by which cleanup will be conducted. The
cleanup  estimates have  been modified  in light  of certain  regulatory changes
promulgated in December 1994.

     The Company commenced insurance coverage litigation in 1990, in the  United
States  District Court  for the  District of  New Jersey,  seeking a declaratory
judgment that  all amounts  payable  by the  Company  pursuant to  the  Tankport
obligation were reimbursable under comprehensive general liability and pollution
liability  policies maintained by the Company. In August 1995 the District Court
ruled on various Motions for Summary Judgement. In its decision, the Court found
favorably for  the Company  on  several matters  relating to  the  comprehensive
general  liability policies but concluded  that the pollution liability policies
did not contain pollution coverage for  the types of claims associated with  the
Tankport  site. Management  and its outside  legal counsel  continue to believe,
however, that  recovery of  a  substantial portion  of  the cleanup  costs  will
ultimately  be probable of realization.  Accordingly, management is revising its
earlier belief that there is no  net liability for the Tankport obligation,  and
it  is the Company's belief that, based  on estimates of potential liability and
probable realization of insurance  recoveries, the Company  would be liable  for
approximately   $1.4  million  based   on  the  Court's   decision  and  related
developments of New Jersey law.

CAPITALIZATION
 
     On July 26, 1993,  the Company's shareholders  approved the Services  Stock
Proposal,  as described  in the Company's  proxy statement dated  June 24, 1993,
which resulted  in  the reclassification  of  the Company's  common  stock.  The
outstanding  shares of common stock of the Company were redesignated as Pittston
Services Group Common Stock ('Services Stock') on a share-for-share basis and  a
second class of common stock, designated as Pittston Minerals Group Common Stock
('Minerals Stock'), was
 
                                     IX-53

distributed  on the basis of one- fifth of  one share of Minerals Stock for each
share of the Company's previous common  stock held by shareholders of record  on
July  26,  1993.  Minerals Stock  and  Services  Stock are  designed  to provide
shareholders with separate securities reflecting the performance of the Pittston
Minerals Group  (the 'Minerals  Group')  and the  Pittston Services  Group  (the
'Services Group'), respectively, without diminishing the benefits of remaining a
single corporation or precluding future transactions affecting either Group.
 
     The  redesignation of the Company's common  stock as Services Stock and the
distribution of Minerals Stock as a result of the approval of the Services Stock
Proposal did not result in any transfer of assets and liabilities of the Company
or any of  its subsidiaries. Holders  of Services Stock  and Minerals Stock  are
shareholders  of  the Company,  which continues  to be  responsible for  all its
liabilities. Therefore, financial developments  affecting the Minerals Group  or
the  Services Group that  affect the Company's  financial condition could affect
the results of operations and financial condition of both Groups. The change  in
the  capital  structure of  the Company  had  no effect  on the  Company's total
capital, except as to expenses incurred  in the execution of the Services  Stock
Proposal.  Since the approval of the  Services Stock Proposal, capitalization of
the Company has  been affected  by the  share activity  related to  each of  the
classes of common stock.
 
     In 1993, the Board of Directors of the Company (the 'Board') authorized the
repurchase  of up to  1,250,000 shares of  Services Stock and  250,000 shares of
Minerals Stock, not to exceed an aggregate purchase price of $43 million. As  of
September  30, 1995, a total of 401,900  shares ($9.6 million) of Services Stock
and 117,300 shares ($1.7 million) of  Minerals Stock had been acquired  pursuant
to  the authorization. Of those amounts,  during the nine months ended September
30, 1995, 145,800 shares of Services Stock  were repurchased at a total cost  of
$3.4  million and 78,800  shares of Minerals  Stock were repurchased  at a total
cost of $.9 million.  During 1994, 256,100 shares  of Services Stock and  19,700
shares  of Minerals Stock were repurchased at an aggregate cost of $6.6 million.
In November  1995, the  Board  increased the  remaining purchase  authority  for
Minerals  Stock to 1,000,000  shares, not to  exceed $45 million  for all common
shares of the Company.
 
     In January 1994, the Company issued $80.5 million (161,000 shares) of a new
series of  cumulative  preferred stock,  convertible  into Minerals  Stock.  The
cumulative  convertible preferred stock,  which is attributable  to the Minerals
Group, pays an annual cumulative dividend of $31.25 per share payable quarterly,
in cash,  in  arrears,  out  of  all funds  of  the  Company  legally  available
therefore, when, as and if declared by the Board, which commenced March 1, 1994,
and  bears a liquidation preference  of $500 per share,  plus an amount equal to
accrued and unpaid dividends thereon.
 
     In July 1994, the Board authorized the  repurchase from time to time of  up
to  $15 million of the new series  of cumulative convertible preferred stock. As
of September  30, 1995,  24,720 shares  at a  total cost  of $9.6  million  were
repurchased,  of which 16,370 shares at a  cost of $6.3 million were repurchased
in the first  nine months of  1995. In  November 1995, the  Board authorized  an
increase in the remaining authority to $15 million.
 
     As  of December 31, 1994,  debt as a percent  of capitalization (total debt
and shareholders' equity) was 27%, compared  with 18% at December 31, 1993.  The
increase  since December  1993 is  largely due  to the  additional debt incurred
under the New Facility to finance the Addington acquisition.
 
DIVIDENDS
 
     The Board  intends to  declare  and pay  dividends  on Services  Stock  and
Minerals  Stock  based  on  the earnings,  financial  condition,  cash  flow and
business  requirements  of   the  Services   Group  and   the  Minerals   Group,
respectively.  Since the Company remains subject  to Virginia law limitations on
dividends and  to dividend  restrictions  in its  public  debt and  bank  credit
agreements,  losses  by one  Group  could affect  the  Company's ability  to pay
dividends in respect of stock relating to the other Group. Dividends on Minerals
Stock are also limited by the  Available Minerals Dividend Amount as defined  in
the  Company's Articles of  Incorporation. At September  30, 1995, the Available
Minerals Dividend Amount was at least $22.3 million.
 
     During the first nine months of 1995  and 1994, the Board declared and  the
Company  paid dividends of 15 cents per  share of Services Stock and 48.75 cents
per share of Minerals Stock. In 1994,
 
                                     IX-54

the Board declared and the Company paid cash dividends of 20 cents per share  of
Services Stock and 65 cents per share of Minerals Stock. On an equivalent basis,
in  1993 the Company paid  dividends of 19.09 cents  per share of Services Stock
and 62.04 cents per share of Minerals Stock.
 
     Dividends paid on the cumulative  convertible preferred stock in the  first
nine  months  of 1995  were $3.3  million. Preferred  dividends included  on the
Company's Statement of Operations for the nine months ended September 30,  1995,
are  net of  $1.6 million  which was the  excess of  the carrying  amount of the
preferred stock  over  the cash  paid  to holders  of  the preferred  stock  for
preferred  stock repurchased during the period. Dividends paid on the cumulative
convertible preferred stock, which commenced March 1, 1994, totaled $4.2 million
for the year 1994.
 
PENDING ACCOUNTING CHANGE
 
     The Company  is  required  to  implement  a  new  accounting  standard  for
long-lived  assets -- Statement  of Financial Accounting  Standards ('SFAS') No.
121 -- in 1996. SFAS No. 121  requires companies to utilize a two-step  approach
to  determining whether impairment of long-lived assets has occurred and, if so,
the amount of such impairment. The Company has not yet determined the effect  of
adopting SFAS No. 121.
 
                                     IX-55

                           STATEMENT OF DIFFERENCES

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