Registration No. 33-
_________________________________________________________________
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
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.)
100 First Stamford Place, Stamford, CT 06902
(Address of principal executive offices) (Zip code)
The Pittston Company 1994 Employee Stock Purchase Plan
The Pittston Company Key Employees' Deferred Compensation Program
The Pittston Company 1988 Stock Option Plan
(Full Title of Plans)
___________________
PETER LATERZA
Assistant General Counsel
The Pittston Company
100 First Stamford Place
Stamford, Connecticut 06902
(Name and address of agent for service)
___________________
Telephone number, including area code, of agent for service:
(203)978-5281
___________________
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS AMOUNT OFFERING AGGREGATE AMOUNT OF
OF SECURITIES TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE* PRICE* FEE
___________________ __________ __________ __________ ____________
PITTSTON SERVICES
GROUP COMMON STOCK,
PAR VALUE $1.00
PER SHARE
___________________
1994 Employee Stock
Purchase Plan 750,000 $24.75 $18,562,500 $ 6,404
Key Employees'
Deferred
Compensation
Program 250,000 $24.75 $ 6,187,500 $ 2,135
1988 Stock Option
Plan 1,480,058 $24.75 $36,631,435 $12,638
PITTSTON MINERALS
GROUP COMMON STOCK,
PAR VALUE $1.00
PER SHARE
___________________
1994 Employee Stock
Purchase Plan 250,000 $19.00 $ 4,750,000 $ 1,639
Key Employees'
Deferred
Compensation
Program 100,000 $19.00 $ 1,900,000 $ 656
1988 Stock Option
Plan 224,200 $19.00 $ 4,259,800 $ 1,470
______________________________________________________________________
*Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low
reported sales prices on the New York Stock Exchange on May 6, 1994.
In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, this registration statement also covers an
indeterminable amount of interests to be offered or sold pursuant
to the 1994 Employee Stock Purchase Plan.<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and
Exchange Commission (the "Commission") pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") by The Pittston Company ("Pittston" or the
"Company") are hereby incorporated herein by reference and made a
part hereof:
(i) The Annual Report on Form 10-K for the year ended
December 31, 1993; and
(ii) The current Reports on Form 8-K dated January 14, 1994,
and March 16, 1994.
In addition, any and all documents filed by Pittston
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act after the date hereof, and prior to the filing of a post-
effective amendment to this registration statement which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be part hereof from
the date of filing of such documents.
A description of the securities to be offered is
incorporated by reference herein from Item 1 of Pittston's
registration statement on Form 8-A dated June 16, 1993
(Commission File No. 1-9148).
Also incorporated by reference herein is Pittston's
registration statement on Form S-8, as filed with the Commission
on July 27, 1988 (No. 33-23333), as amended, relating to the 1988
Stock Option Plan.
Item 4. Description of Securities.
The securities to be offered pursuant to this registration
statement have been registered under Section 12 of the Exchange
Act. See Item 3. - Incorporation of Documents by Reference.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Information relating to indemnification of directors and
officers is incorporated by reference herein from Item 20 of
Pittston's Registration Statement on Form S-4
(No. 33-63852).
Item 7. Exemption from Registration Claimed.
As no restricted securities are to be reoffered or resold
pursuant to this registration statement, this item is inappli-
cable.
Item 8. Exhibits.
The exhibits required by Item 601 of Regulation S-K and this
item are included following the Exhibit Index at Page 6 hereof.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this regis-
tration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended
(the "Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually
or in the aggregate, represent a fundamental
change in the information set forth in the regis-
tration statement;
(iii) To include any material information with respect
to the plan of distribution not previously dis-
closed in the registration statement or any
material change to such information in the
registration statement;
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein,
and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such indemnification is against
public policy as expressed in the Securities Act, and is,
therefore, unenforceable. In the event that a claim for indem-
nification 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 Securities Act and will be governed by
the final adjudication of such issue.<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, The Pittston Company 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 under-
signed, thereunto duly authorized, in Stamford, Connecticut, on
this 10th day of May, 1994.
THE PITTSTON COMPANY
J. C. Farrell
By _____________________________________
(J. C. Farrell, Chairman,
President and Chief Executive Officer)
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by the
following persons in the capacities indicated on this 10th day of
May, 1994.
Signatures Title
R. G. Ackerman* Director
M. J. Anton* Director
J. R. Barker* Director
J. L. Broadhead* Director
W. F. Craig* Director
J. C. Farrell
_____________________________ Director and Chairman of
(J. C. Farrell) the Board, President and
Chief Executive Officer
(principal executive officer)
C. F. Haywood Director
E. G. Jordan* Director
D. L. Marshall* Director and Vice Chairman of
the Board
G. R. Rogliano
____________________________
(G. R. Rogliano) Vice President -
Controllership and Taxes
(principal accounting officer)
R. H. Spilman* Director
R. G. Stone, Jr.* Director
A. H. Zimmerman* Director
J. C. Farrell
By _______________________________________
(J. C. Farrell, Attorney-in-Fact)
The Registrant does not have any designated principal financial
officer.<PAGE>
The Employee Stock Purchase Plan.
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the 1994 Employee Stock
Purchase Plan) have duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in Stamford, Connecticut, on this 10th day of May, 1994.
THE PITTSTON COMPANY 1994 EMPLOYEE
STOCK PURCHASE PLAN
J. C. Farrell
By________________________________
Attorney-in-fact
<PAGE>
EXHIBIT INDEX
Exhibit Description
Number of Exhibit
4.1 Restated Articles of Incorporated by
Incorporation reference to Exhibit 3(a)
to the Company's Current
Report on Form 8-K dated
January 14, 1994.
4.2 Amended and Restated Rights Incorporated by reference to
Agreement dated as of Exhibit 2 to the Registrant's
July 26, 1993, between the Registration Statement on
Registrant and Chemical Form 8-A dated July 22,
Bank, as Rights Agent. 1993 (the "Form 8-A").
4.3 Form of Right Certificate Incorporated by reference to
for Services Rights. Exhibit B-1 to the Form 8-A.
4.4 Form of Right Certificate Incorporated by reference to
for Minerals Rights. Exhibit B-2 to the Form 8-A.
4.5 Resolution adopted by the Administrative
Committee of the Board of Directors of
the Company by written consent dated
May 6, 1994.
5 Opinion of Peter Laterza, Esq.
23.1 Consent of Peter Laterza, Esq.
(included in Exhibit 5)
23.2 Consent of KPMG Peat Marwick
Exhibit 4.5
RESOLVED, that, in the event that, at the request of a
participant (other than a participant whose employment has
terminated for any reason), any shares of Common Stock purchased,
pursuant to Section 7 of Article V of the Plan, are transferred
to and registered in the name of such participant within six
months after the date of purchase of such shares, the certificate
representing such shares shall bear the following legend (to be
completed in each case with the applicable date, which is six
months after the date of purchase):
"RESTRICTED SHARES - The shares
represented by this certificate may
not be conveyed, sold, transferred,
encumbered or otherwise disposed of
until , without the
prior written consent of The Pittston
Company, and any such purported conveyance,
sale, transfer, encumbrance or other
disposition shall be null and void."
Exhibit 5
May 10, 1994
The Pittston Company
100 First Stamford Place
Stamford, CT 06912
Dear Sirs:
In my capacity as Assistant General Counsel
of The Pittston Company (the "Company"), I am familiar
with the 1994 Employee Stock Purchase Plan, the Key
Employees' Deferred Compensation Program and the 1988
Stock Option Plan, as amended and restated (the
"Plans"), and have examined originals or copies of such
documents and corporate records as I have deemed
necessary or advisable for purposes of this opinion.
I have also participated in the preparation
of the Company's Registration Statement on Form S-8
(the "Registration Statement") relating to shares of
Pittston Services Group Common Stock, par value $1.00
per share (the "Services Stock"), and Pittston Minerals
Group Common Stock, par value $1.00 per share
("Minerals Stock").
Based on the foregoing, I am of the opinion
that such shares of Services Stock and Minerals Stock
will, when sold in accordance with the Plans (assuming
that, at the time of such issuance, the Company has a
sufficient number of authorized and unissued shares
available therefor), be legally issued and fully paid
and nonassessable.
I hereby consent to the use of this opinion
in connection with the Registration Statement referred
to above.
Very truly yours,
PETER LATERZA
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our reports dated January 24, 1994,
appearing in the Annual Report on Form 10-K of The Pittston
Company as of December 31, 1993, incorporated by reference in
this Registration Statement on Form S-8.
Our reports refer to a change in the method of accounting for
capitalizing subscriber installation costs in 1992 and changes in
the methods of accounting for postretirement benefits other than
pensions and accounting for income taxes in 1991.
KPMG Peat Marwick
Stamford, Connecticut
May 10, 1994
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the
undersigned does hereby constitute and appoint Joseph C.
Farrell, Austin F. Reed and Peter Laterza, and each of them
(with full power of substitution), his true and lawful
attorney-in-fact and agent to do any and all acts and things
and to execute any and all instruments which, with the
advice of counsel, any of said attorneys and agents may deem
necessary or advisable to enable The Pittston Company, a
Virginia corporation (the "Company"), to comply with the
Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission
in respect thereof, in connection with the registration
under said Acts of shares of Pittston Services Group Common
Stock, par value $1.00 per share, and Pittston Minerals
Group Common Stock, par value $1.00 per share, for issuance
upon the exercise of options granted pursuant to the 1988
Stock Option Plan, upon the purchase of such shares pursuant
to the 1994 Employee Stock Purchase Plan and upon the
distribution of such shares pursuant to the Key Employees'
Deferred Compensation Program, including specifically, but
without limitation thereof, power and authority to sign his
name as officer and/or director of The Pittston Company to a
Registration Statement or Statements on Form S-8 to be filed
with the Securities and Exchange Commission in respect of
said shares, any amendments and any post-effective
amendments thereto, and any instruments or documents filed
as part of or in connection with said Registration Statement
or Statements or amendments; and the undersigned does hereby
ratify and confirm all that said attorneys shall do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand
this 6th day of May , 1994.
ROGER G. ACKERMAN
_________________________________
Roger G. Ackerman<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the
undersigned does hereby constitute and appoint Joseph C.
Farrell, Austin F. Reed and Peter Laterza, and each of them
(with full power of substitution), his true and lawful
attorney-in-fact and agent to do any and all acts and things
and to execute any and all instruments which, with the
advice of counsel, any of said attorneys and agents may deem
necessary or advisable to enable The Pittston Company, a
Virginia corporation (the "Company"), to comply with the
Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission
in respect thereof, in connection with the registration
under said Acts of shares of Pittston Services Group Common
Stock, par value $1.00 per share, and Pittston Minerals
Group Common Stock, par value $1.00 per share, for issuance
upon the exercise of options granted pursuant to the 1988
Stock Option Plan, upon the purchase of such shares pursuant
to the 1994 Employee Stock Purchase Plan and upon the
distribution of such shares pursuant to the Key Employees'
Deferred Compensation Program, including specifically, but
without limitation thereof, power and authority to sign his
name as officer and/or director of The Pittston Company to a
Registration Statement or Statements on Form S-8 to be filed
with the Securities and Exchange Commission in respect of
said shares, any amendments and any post-effective
amendments thereto, and any instruments or documents filed
as part of or in connection with said Registration Statement
or Statements or amendments; and the undersigned does hereby
ratify and confirm all that said attorneys shall do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand
this 5th day of May , 1994.
MARK J. ANTON
_________________________________
Mark J. Anton<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the
undersigned does hereby constitute and appoint Joseph C.
Farrell, Austin F. Reed and Peter Laterza, and each of them
(with full power of substitution), his true and lawful
attorney-in-fact and agent to do any and all acts and things
and to execute any and all instruments which, with the
advice of counsel, any of said attorneys and agents may deem
necessary or advisable to enable The Pittston Company, a
Virginia corporation (the "Company"), to comply with the
Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission
in respect thereof, in connection with the registration
under said Acts of shares of Pittston Services Group Common
Stock, par value $1.00 per share, and Pittston Minerals
Group Common Stock, par value $1.00 per share, for issuance
upon the exercise of options granted pursuant to the 1988
Stock Option Plan, upon the purchase of such shares pursuant
to the 1994 Employee Stock Purchase Plan and upon the
distribution of such shares pursuant to the Key Employees'
Deferred Compensation Program, including specifically, but
without limitation thereof, power and authority to sign his
name as officer and/or director of The Pittston Company to a
Registration Statement or Statements on Form S-8 to be filed
with the Securities and Exchange Commission in respect of
said shares, any amendments and any post-effective
amendments thereto, and any instruments or documents filed
as part of or in connection with said Registration Statement
or Statements or amendments; and the undersigned does hereby
ratify and confirm all that said attorneys shall do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand
this 5 day of May , 1994.
JAMES R. BARKER
_________________________________
James R. Barker<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the
undersigned does hereby constitute and appoint Joseph C.
Farrell, Austin F. Reed and Peter Laterza, and each of them
(with full power of substitution), his true and lawful
attorney-in-fact and agent to do any and all acts and things
and to execute any and all instruments which, with the
advice of counsel, any of said attorneys and agents may deem
necessary or advisable to enable The Pittston Company, a
Virginia corporation (the "Company"), to comply with the
Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission
in respect thereof, in connection with the registration
under said Acts of shares of Pittston Services Group Common
Stock, par value $1.00 per share, and Pittston Minerals
Group Common Stock, par value $1.00 per share, for issuance
upon the exercise of options granted pursuant to the 1988
Stock Option Plan, upon the purchase of such shares pursuant
to the 1994 Employee Stock Purchase Plan and upon the
distribution of such shares pursuant to the Key Employees'
Deferred Compensation Program, including specifically, but
without limitation thereof, power and authority to sign his
name as officer and/or director of The Pittston Company to a
Registration Statement or Statements on Form S-8 to be filed
with the Securities and Exchange Commission in respect of
said shares, any amendments and any post-effective
amendments thereto, and any instruments or documents filed
as part of or in connection with said Registration Statement
or Statements or amendments; and the undersigned does hereby
ratify and confirm all that said attorneys shall do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand
this 4th day of May , 1994.
JAMES L. BROADHEAD
_________________________________
James L. Broadhead<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the
undersigned does hereby constitute and appoint Joseph C.
Farrell, Austin F. Reed and Peter Laterza, and each of them
(with full power of substitution), his true and lawful
attorney-in-fact and agent to do any and all acts and things
and to execute any and all instruments which, with the
advice of counsel, any of said attorneys and agents may deem
necessary or advisable to enable The Pittston Company, a
Virginia corporation (the "Company"), to comply with the
Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission
in respect thereof, in connection with the registration
under said Acts of shares of Pittston Services Group Common
Stock, par value $1.00 per share, and Pittston Minerals
Group Common Stock, par value $1.00 per share, for issuance
upon the exercise of options granted pursuant to the 1988
Stock Option Plan, upon the purchase of such shares pursuant
to the 1994 Employee Stock Purchase Plan and upon the
distribution of such shares pursuant to the Key Employees'
Deferred Compensation Program, including specifically, but
without limitation thereof, power and authority to sign his
name as officer and/or director of The Pittston Company to a
Registration Statement or Statements on Form S-8 to be filed
with the Securities and Exchange Commission in respect of
said shares, any amendments and any post-effective
amendments thereto, and any instruments or documents filed
as part of or in connection with said Registration Statement
or Statements or amendments; and the undersigned does hereby
ratify and confirm all that said attorneys shall do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand
this 5th day of May , 1994.
WILLIAM F. CRAIG
_________________________________
William F. Craig<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the
undersigned does hereby constitute and appoint Joseph C.
Farrell, Austin F. Reed and Peter Laterza, and each of them
(with full power of substitution), his true and lawful
attorney-in-fact and agent to do any and all acts and things
and to execute any and all instruments which, with the
advice of counsel, any of said attorneys and agents may deem
necessary or advisable to enable The Pittston Company, a
Virginia corporation (the "Company"), to comply with the
Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission
in respect thereof, in connection with the registration
under said Acts of shares of Pittston Services Group Common
Stock, par value $1.00 per share, and Pittston Minerals
Group Common Stock, par value $1.00 per share, for issuance
upon the exercise of options granted pursuant to the 1988
Stock Option Plan, upon the purchase of such shares pursuant
to the 1994 Employee Stock Purchase Plan and upon the
distribution of such shares pursuant to the Key Employees'
Deferred Compensation Program, including specifically, but
without limitation thereof, power and authority to sign his
name as officer and/or director of The Pittston Company to a
Registration Statement or Statements on Form S-8 to be filed
with the Securities and Exchange Commission in respect of
said shares, any amendments and any post-effective
amendments thereto, and any instruments or documents filed
as part of or in connection with said Registration Statement
or Statements or amendments; and the undersigned does hereby
ratify and confirm all that said attorneys shall do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand
this 6th day of May , 1994.
EDWARD G. JORDAN
_________________________________
Edward G. Jordan<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the
undersigned does hereby constitute and appoint Joseph C.
Farrell, Austin F. Reed and Peter Laterza, and each of them
(with full power of substitution), his true and lawful
attorney-in-fact and agent to do any and all acts and things
and to execute any and all instruments which, with the
advice of counsel, any of said attorneys and agents may deem
necessary or advisable to enable The Pittston Company, a
Virginia corporation (the "Company"), to comply with the
Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission
in respect thereof, in connection with the registration
under said Acts of shares of Pittston Services Group Common
Stock, par value $1.00 per share, and Pittston Minerals
Group Common Stock, par value $1.00 per share, for issuance
upon the exercise of options granted pursuant to the 1988
Stock Option Plan, upon the purchase of such shares pursuant
to the 1994 Employee Stock Purchase Plan and upon the
distribution of such shares pursuant to the Key Employees'
Deferred Compensation Program, including specifically, but
without limitation thereof, power and authority to sign his
name as officer and/or director of The Pittston Company to a
Registration Statement or Statements on Form S-8 to be filed
with the Securities and Exchange Commission in respect of
said shares, any amendments and any post-effective
amendments thereto, and any instruments or documents filed
as part of or in connection with said Registration Statement
or Statements or amendments; and the undersigned does hereby
ratify and confirm all that said attorneys shall do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand
this 3rd day of May , 1994.
DAVID L. MARSHALL
_________________________________
David L. Marshall
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the
undersigned does hereby constitute and appoint Joseph C.
Farrell, Austin F. Reed and Peter Laterza, and each of them
(with full power of substitution), his true and lawful
attorney-in-fact and agent to do any and all acts and things
and to execute any and all instruments which, with the
advice of counsel, any of said attorneys and agents may deem
necessary or advisable to enable The Pittston Company, a
Virginia corporation (the "Company"), to comply with the
Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission
in respect thereof, in connection with the registration
under said Acts of shares of Pittston Services Group Common
Stock, par value $1.00 per share, and Pittston Minerals
Group Common Stock, par value $1.00 per share, for issuance
upon the exercise of options granted pursuant to the 1988
Stock Option Plan, upon the purchase of such shares pursuant
to the 1994 Employee Stock Purchase Plan and upon the
distribution of such shares pursuant to the Key Employees'
Deferred Compensation Program, including specifically, but
without limitation thereof, power and authority to sign his
name as officer and/or director of The Pittston Company to a
Registration Statement or Statements on Form S-8 to be filed
with the Securities and Exchange Commission in respect of
said shares, any amendments and any post-effective
amendments thereto, and any instruments or documents filed
as part of or in connection with said Registration Statement
or Statements or amendments; and the undersigned does hereby
ratify and confirm all that said attorneys shall do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand
this 5th day of May , 1994.
ROBERT H. SPILMAN
_________________________________
Robert H. Spilman<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the
undersigned does hereby constitute and appoint Joseph C.
Farrell, Austin F. Reed and Peter Laterza, and each of them
(with full power of substitution), his true and lawful
attorney-in-fact and agent to do any and all acts and things
and to execute any and all instruments which, with the
advice of counsel, any of said attorneys and agents may deem
necessary or advisable to enable The Pittston Company, a
Virginia corporation (the "Company"), to comply with the
Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission
in respect thereof, in connection with the registration
under said Acts of shares of Pittston Services Group Common
Stock, par value $1.00 per share, and Pittston Minerals
Group Common Stock, par value $1.00 per share, for issuance
upon the exercise of options granted pursuant to the 1988
Stock Option Plan, upon the purchase of such shares pursuant
to the 1994 Employee Stock Purchase Plan and upon the
distribution of such shares pursuant to the Key Employees'
Deferred Compensation Program, including specifically, but
without limitation thereof, power and authority to sign his
name as officer and/or director of The Pittston Company to a
Registration Statement or Statements on Form S-8 to be filed
with the Securities and Exchange Commission in respect of
said shares, any amendments and any post-effective
amendments thereto, and any instruments or documents filed
as part of or in connection with said Registration Statement
or Statements or amendments; and the undersigned does hereby
ratify and confirm all that said attorneys shall do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand
this 3rd day of May , 1994.
ROBERT G. STONE, JR.
_________________________________
Robert G. Stone, Jr.<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the
undersigned does hereby constitute and appoint Joseph C.
Farrell, Austin F. Reed and Peter Laterza, and each of them
(with full power of substitution), his true and lawful
attorney-in-fact and agent to do any and all acts and things
and to execute any and all instruments which, with the
advice of counsel, any of said attorneys and agents may deem
necessary or advisable to enable The Pittston Company, a
Virginia corporation (the "Company"), to comply with the
Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission
in respect thereof, in connection with the registration
under said Acts of shares of Pittston Services Group Common
Stock, par value $1.00 per share, and Pittston Minerals
Group Common Stock, par value $1.00 per share, for issuance
upon the exercise of options granted pursuant to the 1988
Stock Option Plan, upon the purchase of such shares pursuant
to the 1994 Employee Stock Purchase Plan and upon the
distribution of such shares pursuant to the Key Employees'
Deferred Compensation Program, including specifically, but
without limitation thereof, power and authority to sign his
name as officer and/or director of The Pittston Company to a
Registration Statement or Statements on Form S-8 to be filed
with the Securities and Exchange Commission in respect of
said shares, any amendments and any post-effective
amendments thereto, and any instruments or documents filed
as part of or in connection with said Registration Statement
or Statements or amendments; and the undersigned does hereby
ratify and confirm all that said attorneys shall do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand
this 4th day of May , 1994.
ADAM H. ZIMMERMAN
_________________________________
Adam H. Zimmerman<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the
undersigned does hereby constitute and appoint Joseph C.
Farrell, Austin F. Reed and Peter Laterza, and each of them
(with full power of substitution), his true and lawful
attorney-in-fact and agent to do any and all acts and things
and to execute any and all instruments which, with the
advice of counsel, any of said attorneys and agents may deem
necessary or advisable to enable The Pittston Company, a
Virginia corporation (the "Company"), to comply with the
Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission
in respect thereof, in connection with the registration
under said Acts of shares of Pittston Services Group Common
Stock, par value $1.00 per share, and Pittston Minerals
Group Common Stock, par value $1.00 per share, for issuance
upon the purchase of such shares pursuant to the 1994
Employee Stock Purchase Plan (the "Plan") and of interests
in the Plan, including specifically, but without limitation
thereof, power and authority to sign his name as officer
and/or director of The Pittston Company to a Registration
Statement or Statements on Form S-8 to be filed with the
Securities and Exchange Commission in respect of said
shares, any amendments and any post-effective amendments
thereto, and any instruments or documents filed as part of
or in connection with said Registration Statement or
Statements or amendments; and the undersigned does hereby
ratify and confirm all that said attorneys shall do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand
this 5th day of May, 1994.
EDWARD P. COX
_____________________________
Edward P. Cox<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the
undersigned does hereby constitute and appoint Joseph C.
Farrell, Austin F. Reed and Peter Laterza, and each of them
(with full power of substitution), his true and lawful
attorney-in-fact and agent to do any and all acts and things
and to execute any and all instruments which, with the
advice of counsel, any of said attorneys and agents may deem
necessary or advisable to enable The Pittston Company, a
Virginia corporation (the "Company"), to comply with the
Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission
in respect thereof, in connection with the registration
under said Acts of shares of Pittston Services Group Common
Stock, par value $1.00 per share, and Pittston Minerals
Group Common Stock, par value $1.00 per share, for issuance
upon the purchase of such shares pursuant to the 1994
Employee Stock Purchase Plan (the "Plan") and of interests
in the Plan, including specifically, but without limitation
thereof, power and authority to sign his name as officer
and/or director of The Pittston Company to a Registration
Statement or Statements on Form S-8 to be filed with the
Securities and Exchange Commission in respect of said
shares, any amendments and any post-effective amendments
thereto, and any instruments or documents filed as part of
or in connection with said Registration Statement or
Statements or amendments; and the undersigned does hereby
ratify and confirm all that said attorneys shall do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand
this 3rd day of May, 1994.
ROBERT D. DUKE
____________________________
Robert D. Duke<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the
undersigned does hereby constitute and appoint Joseph C.
Farrell, Austin F. Reed and Peter Laterza, and each of them
(with full power of substitution), his true and lawful
attorney-in-fact and agent to do any and all acts and things
and to execute any and all instruments which, with the
advice of counsel, any of said attorneys and agents may deem
necessary or advisable to enable The Pittston Company, a
Virginia corporation (the "Company"), to comply with the
Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission
in respect thereof, in connection with the registration
under said Acts of shares of Pittston Services Group Common
Stock, par value $1.00 per share, and Pittston Minerals
Group Common Stock, par value $1.00 per share, for issuance
upon the purchase of such shares pursuant to the 1994
Employee Stock Purchase Plan (the "Plan") and of interests
in the Plan, including specifically, but without limitation
thereof, power and authority to sign his name as officer
and/or director of The Pittston Company to a Registration
Statement or Statements on Form S-8 to be filed with the
Securities and Exchange Commission in respect of said
shares, any amendments and any post-effective amendments
thereto, and any instruments or documents filed as part of
or in connection with said Registration Statement or
Statements or amendments; and the undersigned does hereby
ratify and confirm all that said attorneys shall do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand
this 3rd day of May, 1994.
JAMES B. HARTOUGH
____________________________
James B. Hartough<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the
undersigned does hereby constitute and appoint Joseph C.
Farrell, Austin F. Reed and Peter Laterza, and each of them
(with full power of substitution), his true and lawful
attorney-in-fact and agent to do any and all acts and things
and to execute any and all instruments which, with the
advice of counsel, any of said attorneys and agents may deem
necessary or advisable to enable The Pittston Company, a
Virginia corporation (the "Company"), to comply with the
Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission
in respect thereof, in connection with the registration
under said Acts of shares of Pittston Services Group Common
Stock, par value $1.00 per share, and Pittston Minerals
Group Common Stock, par value $1.00 per share, for issuance
upon the purchase of such shares pursuant to the 1994
Employee Stock Purchase Plan (the "Plan") and of interests
in the Plan, including specifically, but without limitation
thereof, power and authority to sign his name as officer
and/or director of The Pittston Company to a Registration
Statement or Statements on Form S-8 to be filed with the
Securities and Exchange Commission in respect of said
shares, any amendments and any post-effective amendments
thereto, and any instruments or documents filed as part of
or in connection with said Registration Statement or
Statements or amendments; and the undersigned does hereby
ratify and confirm all that said attorneys shall do or cause
to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand
this 3rd day of May, 1994.
FRANK T. LENNON
____________________________
Frank T. Lennon
