Exhibit 99(a)
AMENDMENT NO. 3
TO THE PITTSTON COMPANY
EMPLOYEE BENEFITS TRUST AGREEMENT
AMENDMENT NO. 3, dated as of October 14, 1998, to the TRUST AGREEMENT,
dated December 7, 1992, by and between THE PITTSTON COMPANY, a Virginia
corporation (the "Company"), as amended by Amendment No. 1 thereto, dated as
of July 27, 1993, and Amendment No. 2 thereto, dated as of January 19, 1996
(said Trust Agreement as so amended being hereinafter called the "Trust
Agreement"), and THE CHASE MANHATTAN BANK , as trustee of the Trust created
by said Trust Agreement (the "Trustee").
The Trust Agreement provides for a trust (the "Trust") that was created in
1992 to permit the Company to satisfy its various obligations in respect of,
among other things, certain of its compensation and benefit plans.
Immediately prior to the date of this Amendment No. 3, the Trust held
2,219,905 shares of Pittston Brink's Group Common Stock, par value $1.00 per
share ("Brink's Stock"), 520,143 shares of Pittston Group BAX Common Stock,
par value $1.00 per share ("BAX Stock"), and 85,055 shares of Pittston
Minerals Group Common Stock, par value $1.00 per share ("Minerals Stock").
Pursuant to approval of its Board of Directors on March 13, 1998, the Company
filed with the Virginia State Corporation Commission on March 13, 1998, Articles
of Restatement to the Company's Restated Articles of Incorporation pursuant
to which the name of Pittston Burlington Group Common Stock, par value $1.00
per share, was changed to Pittston BAX Group Common Stock, par value $1.00
per share. The Company has determined that the number of shares of Brink's
Stock, BAX Stock and Minerals Stock, respectively, held by the Trust should be
increased from time to time to replace those shares distributed by the Trust in
accordance with the terms of the Trust Agreement.
The parties hereto desire to amend and supplement the Trust Agreement as
hereinafter provided in order to: (i) give effect to the name change of BAX
Stock and (ii) provide for increases in the number of shares of Brink's Stock,
BAX Stock and Minerals Stock held by the Trust.
NOW THEREFORE, in consideration for the mutual agreements contained herein and
for other good and valuable consideration, the parties hereto agree as follows:
1. Section 2.4 of the Trust Agreement is hereby amended and supplemented to read
as follows:
Section 2.4. "Company Stock" means shares of Brink's Stock, BAX
Stock and/or Minerals Stock, as the case may be, except that, as used in
Section 3.1, such term shall mean Common Stock, par value $1.00 per share, of
the Company outstanding prior to July 27, 1993.
2. Section 2.4.3 of the Trust Agreement is hereby amended as supplemented as
follows:
Section 2.4.3. "BAX Stock" means shares of Pittston BAX Group Common
Stock,
par value $1.00 per share, of the Company.
3. Section 2.7 of the Trust Agreement is hereby amended as supplemented as
follows:
Section 2.7. "Note" means the Promissory Note of the Trust to the
Company dated December 7, 1992, representing indebtedness of the Trust incurred
to purchase Company Stock or any subsequently issued Promissory Note of the
Trust to the Company representing indebtedness of the Trust incurred to
purchase Company Stock.
4. Section 3.1 of the Trust Agreement is hereby amended and supplemented as
follows:
Section 3.1. Delivery of Company Stock. From time to time the
Company may convey to the Trust additional shares of Company Stock, such shares
to be administered and disposed of by the Trustee as provided in Article IV.
The Trustee will deliver to the Company, on behalf of the Trust, one or more
Notes in payment of the aggregate purchase price for the additional shares of
Company Stock conveyed, in a principal amount equal to the sum of the number of
shares of each of Brink's Stock, BAX Stock and Mineral conveyed multiplied by
the last sales price of a share of Brink's Stock, BAX Stock and Minerals
Stock, respectively, as reported on the New York Stock Exchange Composite
Tape on the last business day prior to the date of such conveyance, each Note
to be in substantially the form set forth as Exhibit C annexed hereto.
5. The last sentence of Section 4.4(a) is hereby amended and supplemented to
read as follows:
All actions taken by the Trustee with respect to the Brink's Stock, BAX
Stock and Minerals Stock pursuant to the last preceding sentence shall be
solely in accordance with the certification by the SIP Trustee of directions
received from SIP participants with respect to Brink's Stock, BAX Stock and
Minerals Stock, respectively.
6. The last sentence of Section 4.4(b) is hereby amended and supplemented to
read as follows:
All actions taken by the Trustee with respect to Brink's Stock, BAX Stock
and Minerals Stock pursuant to the last preceding sentence shall be solely in
accordance with the certification by the SIP Trustee of directions received
from the SIP participants with respect to Brink's Stock, BAX Stock and
Minerals Stock, respectively.
7. Except as hereinabove provided, the Trust Agreement shall remain in
full force and effect.
IN WITNESS WHEREOF, the Company and the Trustee have executed this
Amendment as of the date set forth above.
THE PITTSTON COMPANY
By: /s/ James B. Hartough
Name: James B. Hartough
Title: Vice President - Corporate
Finance and Treasurer
CHASE MANHATTAN BANK, TRUSTEE
By: /s/ Barry J. O'Connor
Name: Barry J. O'Connor
Title: Vice President