Registration No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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The Pittston Company
(Exact name of registrant as specified in its charter)
VIRGINIA Issuer: 54-1317776
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1000 Virginia Center Parkway
P.O. Box 4229
Glen Allen, Virginia 23058-4229
(Address of principal executive offices)
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Key Employees' Deferred Compensation Program
of The Pittston Company
and
1994 Employee Stock Purchase Plan
of The Pittston Company
(Full Title of the Plans)
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AUSTIN F. REED
Vice President, General Counsel and Secretary
The Pittston Company
1000 Virginia Center Parkway
P.O. Box 4229
Glen Allen, Virginia 23058-4229
(804) 553-3600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With a copy to:
Allen C. Goolsby, Esquire
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219
(804) 788-8200
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of securities Amount to be maximum maximum Amount of
to be registered registered offering price aggregate registration
per share offering price fee
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The Pittston Company
Key Employees'
Deferred
Compensation Program
Pittston Brink's
Group 100,000 shares $28.688* $2,868,800* $797.53*
Common Stock, par
value $1.00 per
share (including
associated Rights)
Pittston BAX Group 200,000 shares $10.875* $2,175,000* $604.65*
Common Stock, par
value $1.00 per
share (including
associated Rights)
Pittston Minerals
Group 250,000 shares $1.50* $375,000* $104.25*
Common Stock, par
value $1.00 per
share (including
associated Rights)
The Pittston Company
1994 Employee Stock
Purchase Program
Pittston Minerals
Group 400,000 shares $1.50* $600,000* $166.80*
Common Stock, par
value $1.00 per
share (including
associated Rights)
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(*) Calculated pursuant to Rule 457(c) of the Securities Act of 1933, as
amended (the "Securities Act") based on the average of the high and low
prices of the New York Stock Exchange on May 13, 1999.
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In addition, pursuant to Rule 416(c) under the Securities Act, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee stock purchase program described
herein.
THE PITTSTON COMPANY
This Registration Statement is filed pursuant to General Instruction E of
Form S-8 for the purpose of registering (i) 100,000 additional shares of
Pittston Brink's Group Common Stock, par value $1.00 per share, including
associated rights (the "Brink's Stock"), 200,000 additional shares of Pittston
BAX Group Common Stock, par value $1.00 per share, including associated rights
(the "BAX Stock"), and 250,000 additional shares of Pittston Minerals Group
Common Stock, par value $1.00 per share, including associated rights (the
"Minerals Stock"), issuable pursuant to the Key Employees' Deferred Compensation
Program of The Pittston Company(the "Deferred Compensation Program") and (ii)
400,000 additional shares of Minerals Stock issuable pursuant to the 1994
Employee Stock Purchase Plan of The Pittston Company (the "1994 Stock Purchase
Plan"). The Pittston Company (the "Company") initially registered the issuance
of (i) 250,000 shares of Pittston Services Group Common Stock ("Services
Stock"), and 100,000 shares of Minerals Stock in connection with the Deferred
Compensation Program and (ii) 750,000 shares of Services Stock and 250,000
shares of Minerals Stock in connection with the 1994 Stock Purchase Plan on its
Registration Statement on Form S-8 (Registration No. 33-53565) as filed with the
Securities and Exchange Commission (the "Commission") on May 10, 1994.
Subsequently, the Company amended its Restated Articles of Incorporation to
redesignate Services Stock as Brink's Stock and to authorize the creation of
Pittston Burlington Group Stock ("Burlington Stock"). The Company distributed
one-half of one share of Burlington Stock for each outstanding share of Services
Stock (which Services Stock was redesignated as Brink's Stock). The Company
filed Post-Effective Amendment No. 1 to Form S-8 (Registration No. 33-53565) to
reflect the reclassification of Services Stock as Brink's Stock and to register
shares of Burlington Stock. Effective May 4, 1998, the designation Pittston
Burlington Group Common Stock and Pittston Burlington Group were changed to
Pittston BAX Group Common Stock and Pittston BAX Group, respectively. The
contents of Registration Statement No. 33-53565 and of Post-Effective Amendment
No. 1 thereto are incorporated by reference herein.
Pursuant to Rule 429, (i) the Prospectus related to shares of Brink's
Stock, BAX Stock and Minerals Stock registered pursuant to this Registration
Statement for the Deferred Compensation Program also relates to shares of
Services Stock (which Services Stock was reclassified as Brink's Stock) and
Minerals Stock registered pursuant to Registration Statement No. 33-53565 and to
shares of Burlington Stock (now BAX Stock) registered pursuant to Post-Effective
Amendment No. 1 to Registration Statement No. 33-53565, and (ii) the Prospectus
related to shares of Minerals Stock registered pursuant to this Registration
Statement for the 1994 Stock Purchase Plan also relates to shares of Services
Stock (which Services Stock was reclassified as Brink's Stock) and Minerals
Stock registered pursuant to Registration Statement No. 33-53565 and to shares
of Burlington Stock (now BAX Stock) registered pursuant to Post-Effective
Amendment No. 1 to Registration Statement No. 33-53565
II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with the Commission pursuant
to the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), are
hereby incorporated by reference into this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1998;
(b) The 1994 Stock Purchase Plan's Annual Report on Form 11-K for the year
ended December 31, 1998;
(c) The Company's Current Report on Form 8-K dated January 4, 1999;
(d) The Company's Current Report on Form 8-K dated March 16, 1999; and
(e) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1999.
Additionally incorporated by reference into this Registration Statement is
the Description of Brink's Stock, Burlington Stock (now BAX Stock) and Minerals
Stock attached as Exhibit 1 to the Company's Registration Statement on Form 8-A
filed with the Commission as of December 4, 1995 (Commission File No. 1-9148).
In addition to the foregoing, all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities registered hereunder have been issued or which deregisters all
securities offered then remaining unsold, shall be deemed incorporated by
reference in this Registration Statement and to be a part hereof from the date
of the filing of such documents. Any statement, including financial statements,
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters regarding shares of common stock will be passed upon
for the Company by Austin F. Reed, Vice President, General Counsel and Secretary
of the Company. Mr. Reed beneficially owns 31,560 shares Brink's Stock, 48,027
shares of BAX Stock and 25,184 shares of Minerals Stock.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration Statement:
Exhibit No.
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4.1 Restated Articles of Incorporation of the Company dated as of
March 18, 1998 (incorporated by reference to Exhibit 3(i) to the
Company's Current Report on Form 8-K dated March 19, 1998
(Commission File No. 1-9148)).
4.2 Bylaws of the Company, as amended through January 1, 1999
(incorporated by reference to Exhibit 3(ii) of the Company's
Annual Report on Form 10-K, filed on March 23, 1999 (Commission
File No. 1-9148)).
4.3 Amendment dated as of July 1, 1997 to the Rights Agreement between
the Company and BankBoston, N.A., as successor Rights Agent
(incorporated by reference to Exhibit 4 to the Company's Quarterly
Report on Form 10-Q, for the quarter ended June 30, 1997
(Commission File No. 1-9148)).
4.4 Amended and Restated Rights Agreement dated as of January 19, 1996
between the Company and Chemical Mellon Shareholder Services,
L.L.C., as Rights Agent (incorporated by reference to Exhibit 2 to
the Company's Registration Statement on Form 8-A, dated February
26, 1996 (Commission File No. 1-9148)).
4.5 Form of Right Certificate for the Brink's Rights (incorporated by
reference to Exhibit B-1 of Exhibit 2 to the Company's
Registration Statement on Form 8-A, dated February 26, 1996
(Commission File No. 1-9148)).
4.6 Form of Right Certificate for the Mineral Rights (incorporated by
reference to Exhibit B-2 of Exhibit 2 to the Company's
Registration Statement on Form 8-A, dated February 26, 1996
(Commission File No. 1-9148)).
4.7 Form of Right Certificate for the Burlington Rights (now BAX
Rights) (incorporated by reference to Exhibit B-3 of Exhibit 2 to
the Company's Registration Statement on Form 8-A, dated February
26, 1996 (Commission File No. 1-9148)).
5 Opinion of Austin F. Reed, Esq., regarding Brink's Stock, BAX
Stock and Minerals Stock.
23 Consent of Independent Auditors.
24 Powers of Attorney (included on Signature Page).
SIGNATURES
The Registrant
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Henrico, Commonwealth of Virginia, on the 14th day
of May, 1999.
THE PITTSTON COMPANY
By: /s/ Austin F. Reed
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Austin F. Reed
Vice President, General Counsel and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
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/s/ Michael T. Dan Chairman of the May 14, 1999
- ---------------------------- Board, President,
Michael T. Dan Chief Executive
Officer and Director
* Vice President and May 14, 1999
- ---------------------------- Chief Financial
Robert T. Ritter Officer
* Director May 14, 1999
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Roger G. Ackerman
* Director May 14, 1999
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James R. Barker
Director
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Marc C. Breslawsky
* Director May 14, 1999
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James L. Broadhead
* Director May 14, 1999
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William F. Craig
* Director May 14, 1999
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Gerald Grinstein
* Director May 14, 1999
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Ronald M. Gross
* Director May 14, 1999
- ----------------------------
Carl S. Sloane
Director
- ----------------------------
Robert H. Spilman
*By: /s/ Michael T. Dan
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Name: Michael T. Dan, Attorney-in-Fact
SIGNATURES
The Plan
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plan) appointed under the
1994 Stock Purchase Plan have duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
County of Henrico, Commonwealth of Virginia on the 14th day of May, 1999.
THE PITTSTON COMPANY 1994 EMPLOYEE STOCK
PURCHASE PLAN
By: /s/ James B. Hartough
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James B. Hartough
Member of Administrative Committee
EXHIBIT INDEX
Exhibit No.
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4.1 Restated Articles of Incorporation of the Company dated as of
March 18, 1998 (incorporated by reference to Exhibit 3(i) to the
Company's Current Report on Form 8-K dated March 19, 1998
(Commission File No. 1-9148)).
4.2 Bylaws of the Company, as amended through January 1, 1999
(incorporated by reference to Exhibit 3(ii) of the Company's
Annual Report on Form 10-K, filed on March 23, 1999 (Commission
File No. 1-9148)).
4.3 Amendment dated as of July 1, 1997 to the Rights Agreement between
the Company and BankBoston, N.A., as successor Rights Agent
(incorporated by reference to Exhibit 4 to the Company's Quarterly
Report on Form 10-Q, for the quarter ended June 30, 1997
(Commission File No. 1-9148)).
4.4 Amended and Restated Rights Agreement dated as of January 19, 1996
between the Company and Chemical Mellon Shareholder Services,
L.L.C., as Rights Agent (incorporated by reference to Exhibit 2 to
the Company's Registration Statement on Form 8-A, dated February
26, 1996 (Commission File No. 1-9148)).
4.5 Form of Right Certificate for the Brink's Rights (incorporated by
reference to Exhibit B-1 of Exhibit 2 to the Company's
Registration Statement on Form 8-A, dated February 26, 1996
(Commission File No. 1-9148)).
4.6 Form of Right Certificate for the Mineral Rights (incorporated by
reference to Exhibit B-2 of Exhibit 2 to the Company's
Registration Statement on Form 8-A, dated February 26, 1996
(Commission File No. 1-9148)).
4.7 Form of Right Certificate for the Burlington Rights (now BAX
Rights) (incorporated by reference to Exhibit B-3 of Exhibit 2 to
the Company's Registration Statement on Form 8-A, dated February
26, 1996 (Commission File No. 1-9148)).
5 Opinion of Austin F. Reed, Esq., regarding Brink's Stock, BAX
Stock and Minerals Stock.
23 Consent of Independent Auditors.
24 Powers of Attorney.