SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1996
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from __________ to __________
Commission file number 1-9148
THE PITTSTON COMPANY
(Exact name of registrant as specified in its charter)
Virginia 54-1317776
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
P.O. Box 4229,
1000 Virginia Center Parkway
Richmond, Virginia 23058-4229
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (804) 553-3600
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
- ------------------- ------------------------
Pittston Brink's Group Common Stock, Par Value $1 New York Stock Exchange
Pittston Burlington Group Common Stock, Par Value $1 New York Stock Exchange
Pittston Minerals Group Common Stock, Par Value $1 New York Stock Exchange
4% Subordinated Debentures Due July 1, 1997 New York Stock Exchange
Rights to Purchase Series A Participating
Cumulative Preferred Stock New York Stock Exchange
Rights to Purchase Series B Participating
Cumulative Preferred Stock New York Stock Exchange
Rights to Purchase Series D Participating
Cumulative Preferred Stock New York Stock Exchange
Securities registered pursuant to Section
12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
As of March 3, 1997, there were issued and outstanding 41,203,179 shares
of Pittston Brink's Group common stock, 20,588,700 shares of Pittston Burlington
Group common stock and 8,405,908 shares of Pittston Minerals Group common stock.
The aggregate market value of such stocks held by nonaffiliates, as of that
date, was $982,937,858, $375,102,248 and $114,944,556, respectively.
Documents incorporated by reference: Portions of the Registrant's
definitive Proxy Statement to be filed pursuant to Regulation 14A(Part III).
- --------------------------------------------------------------------------------
Part IV
- --------------------------------------------------------------------------------
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
- --------------------------------------------------------------------------------
(a) 1. All financial statements--see index to financial statements and
schedules.
2. Financial statement schedules--see index to financial statements and
schedules.
3. Exhibits--see exhibit index.
Undertaking
For the purposes of complying with the amendments to the rules governing Form
S-8 (effective July 13, 1990) under the Securities Act of 1933, the undersigned
Registrant hereby undertakes as follows, which undertaking shall be incorporated
by reference into Registrant's Registration Statements on Form S-8 Nos. 2-64258,
33-2039, 33-21393, 33-23333, 33-69040, 33-53565 and 333-02219:
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
The Pittston Company and Subsidiaries
Index to Financial Statements and Schedules
Financial Statements:
THE PITTSTON COMPANY AND SUBSIDIARIES
Statement of Management Responsibility................63
Independent Auditors' Report..........................63
Consolidated Balance Sheets...........................64
Consolidated Statements of Operations.................65
Consolidated Statements of Shareholders' Equity.......66
Consolidated Statements of Cash Flows.................67
Notes to Consolidated Financial Statements............68
PITTSTON BRINK'S GROUP
Statement of Management Responsibility................88
Independent Auditors' Report..........................88
Balance Sheets........................................89
Statements of Operations..............................90
Statements of Cash Flows..............................91
Notes to Financial Statements.........................92
PITTSTON BURLINGTON GROUP
Statement of Management Responsibility...............106
Independent Auditors' Report.........................106
Balance Sheets.......................................107
Statements of Operations.............................108
Statements of Cash Flows.............................109
Notes to Financial Statements........................110
PITTSTON MINERALS GROUP
Statement of Management Responsibility.................125
Independent Auditors' Report...........................125
Balance Sheets.........................................126
Statements of Operations...............................127
Statements of Cash Flows...............................128
Notes to Financial Statements..........................129
Financial Statement Schedules:
Schedules are omitted because they are not material, not applicable or not
required, or the information is included elsewhere in the financial statements.
The Pittston Company and Subsidiaries
Exhibit Index
Each Exhibit listed below that is followed by a reference to a previously filed
document is hereby incorporated by reference to such document.
Exhibit
Number Description
3(i) The Registrant's Restated Articles of Incorporation. Exhibit 3(i) to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30,
1996.
3(ii)The Registrant's Bylaws, as amended. Exhibit 3(ii) to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1995 (the "1995
Form 10-K").
4(a) (i) Amended and Restated Rights Agreement dated as of January 19,
1996, between the Registrant and Chemical Mellon Shareholder Services,
L.L.C., as Rights Agent. Exhibit 2 to the Registrant's Registration
Statement on Form 8-A dated February 26, 1996 (the "Form 8-A").
(ii) Form of Right Certificate for Brink's Rights. Exhibit B-1 to Exhibit 2
to the Form 8-A.
(iii)Form of Right Certificate for Minerals Rights. Exhibit B-2 to Exhibit
2 to the Form 8-A.
(iv) Form of Right Certificate for Burlington Rights. Exhibit B-3 to
Exhibit 2 to the Form 8-A.
Instruments defining the rights of holders of long-term debt of the
Registrant and its consolidated subsidiaries have been omitted because
the amount of debt under any such instrument does not exceed 10% of
the total assets of the Registrant and its consolidated subsidiaries.
The Registrant agrees to furnish a copy of any such instrument to the
Commission upon request.
10(a)*The Registrant's 1979 Stock Option Plan, as amended. Exhibit 10(a) to the
Registrant's Annual Report on Form 10-K for the year ended December 31,
1992 (the "1992 Form 10-K").
10(b)* The Registrant's 1985 Stock Option Plan, as amended. Exhibit 10(b) to the
1992 Form 10-K.
10(c)* The Registrant's Key Employees Incentive Plan, as amended. Exhibit 10(c)
to the Registrant's Annual Report on Form 10-K for the year ended December
31, 1991 (the "1991 Form 10-K").
10(d)* The Company's Key Employees' Deferred Compensation Program as amended.
Exhibit 10(d) to the 1995 Form 10-K.
10(e)* (i)The Registrant's Pension Equalization Plan, as amended. Exhibit 10(a)
to the Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1994 (the "Third Quarter 1994 Form 10-Q").
(ii) Trust Agreement under the Pension Equalization Plan, Retirement Plan
for Non-Employee Directors and Certain Contractual Arrangements of The
Pittston Company made as of September 16, 1994, by and between the
Registrant and Chase Manhattan Bank (National Association), as
Trustee. Exhibit 10(i) to the Third Quarter 1994 Form 10-Q.
(iii)Form of letter agreement dated as of September 16, 1994, between the
Registrant and one of its officers. Exhibit 10(e) to the Third Quarter
1994 Form 10-Q.
(iv) Form of letter agreement dated as of September 16, 1994, between the
Registrant and Participants pursuant to the Pension Equalization Plan.
Exhibit 10(f) to the Third Quarter 1994 Form 10-Q.
10(f)* The Registrant's Executive Salary Continuation Plan. Exhibit 10(e) to the
1991 Form 10-K.
10(g)* The Registrant's Non-Employee Directors' Stock Option Plan. Annex III-A
to Registration Statement No. 33-63323 on Form S-4 dated December 4, 1995
(the "S-4").
10(h)* The Registrant's 1988 Stock Option Plan, as amended. Annex III-B to the
S-4.
10(i)*(i) Employment Agreement dated as of May 1, 1993, between the Registrant
and J. C. Farrell. Exhibit 10 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1993.
(ii) Amendment No. 1 to Employment Agreement dated as of May 1, 1993,
between the Registrant and J. C. Farrell. Exhibit 10(h) to the 1993
Form 10-K.
(iii)Form of Amendment No. 2 dated as of September 16, 1994, to Employment
Agreement dated as of May 1, 1993, as amended by Amendment No. 1
thereto dated March 18, 1994, between the Registrant and Joseph C.
Farrell. Exhibit 10(b) to the Third Quarter 1994 Form 10-Q.
(iv) Amendment No. 3 to Employment Agreement dated as of May 1, 1996,
between the Registrant and J. C. Farrell. Exhibit 10(i)(iv) to the
1995 Form 10-K.
10(j)*(i) Employment Agreement dated as of June 1, 1994, between the Registrant
and D. L. Marshall. Exhibit 10 to the Second Quarter 1994 Form 10-Q.
(ii) Form of Letter Agreement dated as of September 16, 1994, amending
Employment Agreement dated as of June 1, 1994, between the Registrant
and D. L. Marshall. Exhibit 10(c) to the Third Quarter 1994 Form 10-Q.
(iii)Form of Letter Agreement dated as of June 1, 1995, replacing all prior
Employment Agreements and amendments or modifications thereto, between
the Registrant and D. L. Marshall (the "Marshall Employment
Agreement"). Exhibit 10 to the Registrant's quarterly report on Form
10-Q for the Quarter ended June 30, 1995.
(iv) Letter Agreement dated as of April 1, 1996, amending the Marshall
Employment Agreement. Exhibit 10(j)(iv) to the 1995 Form 10-K.
(v) Form of Letter Agreement dated as of June 1, 1997, replacing all prior
Employment Agreements and amendments or modifications thereto, between
the Registrant and D.L. Marshall. Exhibit 10(j)(v) to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1996, filed
on March 27, 1997 (the "1996 Form 10-K").
10(k)* The Company's 1994 Employee Stock Purchase Plan. Exhibit 10.7 to the
First Quarter 1994 Form 10-Q.
10(l)*(i) Form of change in control employment agreement between the Registrant
and Mr. Farrell. Exhibit 10(j) to the 1987 Form 10-K.
(ii) Form of change in control employment agreement between the Registrant
and one of its officers. Exhibit 10(l)(ii) to the 1989 Form 10-K.
(iii)Form of change in control employment agreement between the Registrant
(or a subsidiary) and six of the Registrant's officers. Exhibit
10(l)(iii) to the 1989 Form 10-K.
(iv) Form of letter agreement dated as of July 8, 1993, amending change in
control employment agreements between the Registrant and five of the
Registrant's officers. Exhibit 10 (k) (iv) to the 1993 Form 10-K.
(v) Form of letter agreement dated as of March 8, 1996, amending change in
control employment agreement between the Registrant and one of the
Registrant's officers. Exhibit 10(l)(v) to the 1995 Form 10-K.
10(m)* Form of Indemnification Agreement entered into by the Registrant with its
directors and officers. Exhibit 10(l) to the 1991 Form 10-K.
10(n)*(i) Registrant's Retirement Plan for Non-Employee Directors, as amended.
Exhibit 10(g) to the Third Quarter 1994 Form 10-Q.
(ii) Form of letter agreement dated as of September 16, 1994, between the
Registrant and its Non-Employee Directors pursuant to Retirement Plan
for Non-Employee Directors. Exhibit 10(h) to the Third Quarter 1994
Form 10-Q.
10(o)* Registrant's Directors' Stock Accumulation Plan. Exhibit A to the
Registrant's Proxy Statement filed March 29, 1996.
10(p)* Registrant's Amended and Restated Plan for Deferral of Directors' Fees.
Exhibit 10(o) to the 1989 Form 10-K.
10(q)(i) Participation Agreement (the "Participation Agreement") dated as of
December 19, 1985, among Burlington Air Express Inc. (formerly,
Burlington Northern Air Freight Inc. and Burlington Air Express USA
Inc.) ("Burlington"), the loan participants named therein (the "Loan
Participants"), Manufacturers Hanover Leasing Corporation, as Owner
Participant (the "Owner Participant"), The Connecticut National Bank,
as Indenture Trustee (the "Indenture Trustee") and Meridian Trust
Company, as Owner Trustee (the "Owner Trustee"). Exhibit 10(p)(i) to
the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1988 (the "1988 Form 10-K").
(ii) Trust Agreement (the "Trust Agreement") dated as of December 19, 1985,
between the Owner Participant and the Owner Trustee. Exhibit 10(p)(ii)
to the 1988 Form 10-K.
(iii)Trust Indenture and Mortgage (the "Trust Indenture and Mortgage")
dated December 19, 1985, between the Owner Trustee, as Mortgagor, and
the Indenture Trustee, as Mortgagee (the "Mortgagee"). Exhibit
10(p)(iii) to the 1988 Form 10-K.
(iv) Lease Agreement (the "Lease Agreement") dated as of December 19, 1985,
between the Owner Trustee, as Lessor, and Burlington, as Lessee.
Exhibit 10(p)(iv) to the 1988 Form 10-K.
(v) Tax Indemnity Agreement (the "Tax Indemnity Agreement") dated as of
December 19, 1985, between the Owner Participant and Burlington,
including Amendment No. 1 dated March 10, 1986. Exhibit 10(p)(v) to
the 1988 Form 10-K.
(vi) Guaranty (the "Guaranty") dated as of December 19, 1985, by the
Registrant. Exhibit 10(p)(vi) to the 1988 Form 10-K.
(vii)Trust Agreement and Mortgage Supplement Nos. 1 through 4, dated
December 23 and 30, 1985 and March 10 and May 8, 1986, between the
Owner Trustee, as Mortgagor, and the Indenture Trustee, as Mortgagee,
including Amendment No. 1 dated as of October 1, 1986 to Trust
Agreement and Mortgage Supplement Nos. 3 and 4. Exhibit 10(p)(vii) to
the 1988 Form 10-K.
(viii)Lease Supplements Nos. 1 through 4 dated December 23 and 30, 1985 and
March 10 and May 8, 1986, between the Owner Trustee, as Lessor, and
Burlington, as Lessee, including Amendment No. 1 dated as of October
1, 1986 to Lease Supplements Nos. 3 and 4. Exhibit 10(p)(viii) to the
1988 Form 10-K.
(ix) Letter agreement dated March 10, 1986, among the Owner Participant,
the Mortgagee, the Owner Trustee, the Loan Participants, Burlington
and the Registrant, amending the Lease Agreement, the Trust Indenture
and Mortgage and the Participation Agreement. Exhibit 10(p)(ix) to the
1988 Form 10-K.
(x) Letter agreement dated as of May 8, 1986, among the Owner Participant,
the Mortgagee, the Owner Trustee, the Loan Participants, Burlington
and the Registrant, amending the Participation Agreement. Exhibit
10(p)(x) to the 1988 Form 10-K.
(xi) Letter agreement dated as of May 25, 1988, between the Owner Trustee,
as Lessor, and Burlington, as Lessee, amending the Lease Agreement.
Exhibit 10(p)(xi) to the 1988 Form 10-K.
(xii)Partial Termination of Lease, dated September 18, 1992, between the
Owner Trustee, as Lessor, and Burlington, as Lessee, amending the
Lease Agreement. Exhibit 10(o)(xii) to the 1992 Form 10-K.
(xiii)Partial Termination of Trust Indenture and Mortgage, dated September
18, 1992, between the Indenture Trustee, as Mortgagee, and the Owner
Trustee, as Mortgagor, amending the Trust Indenture and Mortgage.
Exhibit 10(o)(xiii) to the 1992 Form 10-K.
(xiv)Trust Agreement and Mortgage Supplement No. 5, dated September 18,
1992, between the Owner Trustee, as Mortgagor, and the Indenture
Trustee, as Mortgagee. Exhibit 10(o)(xiv) to the 1992 Form 10-K.
(xv) Lease Supplement No. 5, dated September 18, 1992, between the Owner
Trustee, as Lessor, and Burlington, as Lessee. Exhibit 10(o)(xv) to
the 1992 Form 10-K.
(xvi)Lease Supplement No. 6, dated January 20, 1993, between the Owner
Trustee, as Lessor, and Burlington, as Lessor, amending the Lease
Agreement. Exhibit 10(o)(xvi) to the 1992 Form 10-K.
10(r)(i) Lease dated as of April 1, 1989 between Toledo-Lucas County Port
Authority (the "Authority"), as Lessor, and Burlington, as Lessee.
Exhibit 10(i) to the Registrant's quarterly report on Form 10-Q for
the quarter ended June 30, 1989 (the "Second Quarter 1989 Form 10-Q").
(ii) Lease Guaranty Agreement dated as of April 1, 1989 between Burlington
(formerly, Burlington Air Express Management Inc.), as Guarantor, and
the Authority. Exhibit 10(ii) to the Second Quarter 1989 Form 10-Q.
(iii)Trust Indenture dated as of April 1, 1989 between the Authority and
Society Bank & Trust (formerly, Trustcorp Bank, Ohio) (the "Trustee"),
as Trustee. Exhibit 10(iii) to the Second Quarter 1989 Form 10-Q.
(iv) Assignment of Basic Rent and Rights Under a Lease and Lease Guaranty
dated as of April 1, 1989 from the Authority to the Trustee. Exhibit
10(iv) to the Second Quarter 1989 Form 10-Q.
(v) Open-End First Leasehold Mortgage and Security Agreement dated as of
April 1, 1989 from the Authority to the Trustee. Exhibit 10(v) to the
Second Quarter 1989 Form 10-Q.
(vi) First Supplement to Lease dated as of January 1, 1990, between the
Authority and Burlington, as Lessee. Exhibit 10 to the Registrant's
quarterly report on Form 10-Q for the quarter ended March 31, 1990.
(vii)Revised and Amended Second Supplement to Lease dated as of September
1, 1990, between the Authority and Burlington. Exhibit 10(i) to the
Registrant's quarterly report on Form 10-Q for the quarter ended
September 30, 1990 (the "Third Quarter 1990 Form 10- Q").
(viii)Amendment Agreement dated as of September 1, 1990, among City of
Toledo, Ohio, the Authority, Burlington and the Trustee. Exhibit
10(ii) to the Third Quarter 1990 Form 10-Q.
(ix) Assumption and Non-Merger Agreement dated as of September 1, 1990,
among Burlington, the Authority and the Trustee. Exhibit 10(iii) to
the Third Quarter 1990 Form 10-Q.
(x) First Supplemental Indenture between Toledo-Lucas County Port
Authority, and Society National Bank, as Trustee, dated as of March 1,
1994. Exhibit 10.1 to the First Quarter 1994 Form 10-Q.
(xi) Third Supplement to Lease between Toledo-Lucas County Port Authority,
as Lessor, and Burlington Air Express Inc., as Lessee, dated as of
March 1, 1994. Exhibit 10.2 to the First Quarter 1994 Form 10-Q.
(xii)Fourth Supplement to Lease between Toledo-Lucas County Port Authority,
as Lessor, and Burlington Air Express Inc., as Lessee, dated as of
June 1, 1991. Exhibit 10.3 to the First Quarter 1994 Form 10-Q.
(xiii)Fifth Supplement to Lease between Toledo-Lucas County Port Authority,
as Lessor, and Burlington Air Express Inc., as Lessee, dated as of
December 1, 1996. Exhibit 10(r)(xiii) to the 1996 Form 10-K.
10(s)Stock Purchase Agreement dated as of September 24, 1993, between the
Pittston Acquisition Company and Addington Holding Company, Inc. Exhibit 10
to the Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1993.
10(t)(i) Credit Agreement dated as of March 4, 1994, among The Pittston
Company, as Borrower, Lenders Parties Thereto, Chemical Bank, Credit
Suisse and Morgan Guaranty Trust Company of New York, as Co-agents,
and Credit Suisse, as Administrative Agent (the "Credit Agreement").
Exhibit 10.4 to the First Quarter 1994 Form 10-Q.
(ii) Amendment to the Credit Agreement dated as of May 1, 1995. Exhibit
10(s)(ii) to the 1995 Form 10-K.
(iii)Amendment to Credit Agreement dated as of May 15, 1996. Exhibit
10(t)(iii) to the 1996 Form 10-K.
11 Computation of Earnings Per Common Share. Exhibit 11 to the 1996 Form 10-K.
21 Subsidiaries of the Registrant. Exhibit 21 to the 1996 Form 10-K.
23 Consent of independent auditors. Exhibit 23 to the 1996 Form 10-K.
24 Powers of attorney. Exhibit 24 to the 1996 Form 10-K.
27 Financial Data Schedule. Exhibit 27 to the 1996 Form 10-K.
99(a)* Amendment to the Registrant's Pension-Retirement Plan relating to
preservation of assets of the Pension-Retirement Plan upon a change in
control. Exhibit 99 to the 1992 Form 10-K.
99(b)* 1994 Employee Stock Purchase Plan of the Pittston Company's Annual Report
on Form 11-K for the year ended December 31, 1996.
- -------------------------------
*Management contract or compensatory plan or arrangement.
Signature
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this 10-K/A to be signed on its
behalf by the undersigned, thereunto duly authorized, on April 25, 1997.
The Pittston Company
(Registrant)
--------------------------------------------
G.R. Rogliano
--------------------------------------------
(G. R. Rogliano, Senior
Vice President)
Date April 25, 1997