SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
AMENDMENT NO. 1
(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, 1993
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 120070, 100 First Stamford, Place, Stamford, Connecticut 06912-0070
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 978-5200
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Pittston Services 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
9.20% Convertible Subordinated
Debentures Due July 1, 2004 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
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. [ ]
As of March 1, 1994, there were issued and outstanding 41,576,551 shares
of Pittston Services Group common stock and 8,333,569 shares of Pittston
Minerals Group common stock. The aggregate market value of such stocks held
by nonaffiliates, as of that date, was $1,143,355,153 and $196,880,568,
respectively.
Documents incorporated by reference: Portions of the Registrant's
definitive Proxy Statement to be filed pursuant to Regulation 14A (Part III).
<PAGE>
EXPLANATORY NOTE
This Amendment to the Annual Report on Form 10-K for the
fiscal year ended December 31, 1993 (the "Form 10-K") of The
Pittston Company ("Pittston" or the "Company") is being filed by
Pittston in order to amend the Exhibit Index in the Form 10-K to
correct the listing of exhibits relating to the Registrant's Rights
to Purchase Series A and Series B Participating Cumulative
Preferred Stock listed herein as Exhibits 4(a)(i), (ii) and (iii).
A copy of the amended Exhibit Index in complete form is filed
herewith.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, on April 8, 1994.
The Pittston Company
(Registrant)
By A. F. Reed
(A. F. Reed, Vice
President, General
Counsel and Secretary)
<PAGE>
Exhibit Index
Exhibit
Number Description
Each Exhibit listed below that is followed by a reference
to a previously filed document is hereby incorporated by
reference to such document.
3(a) The Registrant's Restated Articles of
Incorporation. Exhibit 3(a) to the
Registrant's report on Form 8-K dated
January 14, 1994.
3(b) The Registrant's Bylaws, as amended. Exhibit
3(b) to the Registrant's report on Form 8-K
dated December 3, 1993.
4(a) (i) Amended and Restated Rights Agreement
dated as of July 26, 1993, between the
Registrant and Chemical Bank, as Rights
Agent. Exhibit 2 to the Registrant's
Registration Statement on Form 8-A dated
July 22, 1993 (the "Form 8-A").
(ii) Form of Right Certificate for Services
Rights. Exhibit B-1 to the Form 8-A.
(ii) Form of Right Certificate for Minerals
Rights. Exhibit B-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 Registrant's Pension Equalization Plan,
as amended. Exhibit 10(d) to the
Registrant's Annual Report on Form 10-K for
the year ended December 31, 1990 (the "1990
Form 10-K").
10(e)* The Registrant's Executive Salary
Continuation Plan. Exhibit 10(e) to the
1991 Form 10-K.
10(f)* The Registrant's 1988 Stock Option Plan,
as amended.
10(g)* The Registrant's Non-Employee Directors'
Stock Option Plan.
10(h)* (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.
10(i)* (i) Employment agreement dated September 1,
1992, between the Registrant and D. L.
Marshall. Exhibit 10(h) to the Registrant's
Quarterly Report on Form 10-Q for the quarter
ended September 30, 1992.
(ii) Supplemental retirement benefit
agreement dated July 12, 1991 between
the Registrant and D. L. Marshall.
Exhibit 10(i)(iii) to the 1991 Form 10-K.
10(j)* Supplemental retirement benefit agreement
dated as of October 1, 1989, between the
Registrant and R. D. Duke. Exhibit 10(b)
to the Second Quarter 1990 Form 10-Q.
10(k)* (i) Form of change in control employment
agreement between the Registrant and Messrs.
Farrell and Marshall. Exhibit 10(j) to the
1987 Form 10-K.
(ii) Form of change in control employment
agreement between the Registrant and two
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 seven of the Registrant's
officers. Exhibit 10(l)(iii) to the 1989
Form 10-K.
(iv) Form of letter agreement amending change
in control employment agreements between the
Registrant (or a subsidiary) and seven of the
Registrant's officers.
10(l)* Form of Indemnification Agreement entered
into by the Registrant with its directors
and officers. Exhibit 10(l) to the 1991
Form 10-K.
10(m)* Registrant's Retirement Plan for
Non-Employee Directors. Exhibit 10(n)
to the 1989 Form 10-K.
10(n)* Registrant's Amended and Restated Plan for
Deferral of Directors' Fees. Exhibit 10(o)
to the 1989 Form 10-K.
10(o) (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, amend-
ing the Lease Agreement. Exhibit 10(o)(xvi)
to the 1992 Form 10-K.
10(p) (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-K.
(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.
10(q) 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.
11 Computation of Earnings Per Common
Share.
21 Subsidiaries of the Registrant.
23 Consent of independent auditors.
24 Powers of attorney.
99* 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.
____________________
*Management contract or compensatory plan or arrangement.
