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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
THE PITTSTON COMPANY
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(Exact name of registrant as specified in its charter)
Virginia 54-131776
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
100 First Stamford Place, Stamford, CT 06912
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(Address of principal executive offices) (Zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange of which
to be so registered each class is to be registered
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Pittston Brink's Group New York Stock Exchange
Common Stock (when issued and regular way)
$1.00 Par Value
Pittston Burlington Group New York Stock Exchange
Common Stock (when issued and regular way)
$1.00 Par Value
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
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2
Item 1. Description of Registrant's Securities to be
Registered.
For a description of the Pittston Brink's Group Common Stock
and Pittston Burlington Group Common Stock (the "Common
Stock") to be registered hereunder, reference is made to the
information set forth under the heading "The Brink's Stock
Proposal--Description of Brink's Stock, Burlington Stock and
Minerals Stock" on pages 31 through 37 of the Proxy Statement
and Prospectus filed on December 4, 1995, as part of
Registration Statement on Form S-4 (No. 33-63323). A copy of
those pages of the Proxy Statement and Prospectus is attached
hereto as Exhibit 1 and the description of the Common Stock is
hereby incorporated herein and made a part of this
Registration Statement in its entirety.
Item 2. Exhibits.
1. Pages 31-37 of the Proxy Statement and
Prospectus.
2. Forms of Common Stock Certificates relating
to the Common Stock.
3. Articles of Amendment to the Restated
Articles of Incorporation of The Pittston
Company (incorporated by reference to
Annex II of Registration Statement on
Form S-4 (No. 33-63323)).
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3
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
THE PITTSTON COMPANY
(Registrant)
by /s/ Austin F. Reed
_______________________________
Name: Austin F. Reed
Title: Vice President,
General Counsel and
Secretary
Date: December 4, 1995
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4
EXHIBIT INDEX
Exhibit No. Description of Exhibit
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1 Pages 31-37 of the Proxy
Statement and Prospectus.
2 Forms of Common Stock
Certificates relating to
the Common Stock.
3 Articles of Amendment to
the Restated Articles of
Incorporation of The
Pittston Company
(incorporated by reference
to Annex II of
Registration Statement on
Form S-4 (No. 33-63323)).
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DESCRIPTION OF BRINK'S STOCK, BURLINGTON STOCK AND MINERALS STOCK
THE FOLLOWING DESCRIPTIONS ARE QUALIFIED BY REFERENCE TO ANNEX II TO THIS
PROXY STATEMENT, WHICH CONTAINS THE FULL TEXT OF THE ARTICLES OF AMENDMENT TO
THE ARTICLES OF INCORPORATION.
Authorized Capital Stock
The Articles of Incorporation currently provide that the Company is
authorized to issue 122 million shares of capital stock, of which 2 million
shall be shares of preferred stock, and 120 million shall be shares of common
stock, consisting of 100 million shares of Services Stock and 20 million shares
of Minerals Stock. If the Brink's Stock Proposal is adopted, the Articles of
Incorporation will be amended to authorize the issuance of 172 million shares of
capital stock, of which 2 million shall be shares of preferred stock and 170
million shall be shares of different classes of common stock, consisting of 100
million shares of Brink's Stock, 50 million shares of Burlington Stock and 20
million shares of Minerals
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Stock. Authorized but unissued shares of common stock, including Brink's Stock,
Burlington Stock and Minerals Stock, will be available for issuance by the
Company from time to time, as determined by the Board, for any proper corporate
purpose, which could include raising capital, payment of stock dividends,
providing compensation for benefits to employees or acquiring other companies or
businesses. From time to time the Company receives or initiates proposals for
possible acquisitions of businesses or companies on terms which could include
issuance of shares of common or preferred stock of the Company.
The issuance of shares of Brink's Stock, Burlington Stock or Minerals Stock
would not be subject to approval by the shareholders of the Company unless
deemed advisable by the Board or required by applicable law, regulation or stock
exchange voting requirements. As indicated under 'Certain Management Policies',
any net proceeds from the issuance by the Company of additional shares of
Brink's Stock, Burlington Stock or Minerals Stock will be applied to the
respective business activities of Pittston Brink's Group, Pittston Burlington
Group or Pittston Minerals Group, as the case may be, and invested in the
businesses or used to reduce liabilities attributed to the respective Groups.
Structure of Groups
The structure of Pittston Burlington Group was determined functionally, the
underlying concept being the aggregation of all the Company's global freight
transportation and logistics management services businesses. Thus, investors
with a positive view of these businesses will be able to target their
investments more precisely than is the case under the Company's present
structure. The structure of Pittston Brink's Group is designed to encompass the
Company's security services and home security businesses. The structure of
Pittston Minerals Group continues to aggregate the Company's coal and mineral
related business currently operated by Pittston Coal Company and Pittston
Mineral Ventures Company. Allocation of assets and liabilities to Pittston
Burlington Group and Pittston Brink's Group was in most instances based on the
association of those assets and liabilities with the underlying businesses of
the respective Groups. See Annexes IV and VI for a description of the businesses
of each of Pittston Brink's Group and Pittston Burlington Group.
Dividends
Dividends on Brink's Stock and Burlington Stock will be subject to the same
limitations as dividends on the existing Services Stock, which are limited to
legally available funds (as prescribed by Virginia law) and subject to the prior
payment of dividends on outstanding shares of preferred stock, if any, including
the Preferred Stock. Such dividends are also restricted by covenants in the
Company's public debt indenture and bank credit agreements, the most restrictive
of which would have allowed, as of September 30, 1995, dividends of up to $225
million to have been paid on all classes of the Company's capital stock. The
dividend policies and limitations applicable to Minerals Stock will not be
altered by the Brink's Stock Proposal.
With regard to dividend limitations imposed by Virginia law on Pittston,
the Board may base a determination that a proposed dividend distribution is from
funds legally available therefor under Virginia law either on financial
statements prepared on the basis of accounting practices and principles that are
reasonable in the circumstances or on a fair valuation of the Company's total
net assets or other methods that are reasonable in the circumstances.
The Board, subject to the limitations on dividends with respect to each of
Brink's Stock, Burlington Stock and Minerals Stock set forth above, may, in its
sole discretion, declare and pay dividends exclusively on Brink's Stock,
exclusively on Burlington Stock or exclusively on Minerals Stock, or on such
classes in equal or unequal amounts, notwithstanding the respective amounts of
funds available for dividends on each class, the respective voting and
liquidation rights of each class, the amount of prior dividends declared on each
class or any other factor. See 'Dividend Policy'.
Exchange
The Brink's Stock Proposal will permit the exchange of outstanding shares
of Burlington Stock or Minerals Stock, as the case may be, for shares of Brink's
Stock upon the terms described below. The
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ability to effect such exchanges provides the Company with flexibility to alter
its capital structure if warranted by future facts and circumstances.
Accordingly, if deemed desirable at a future date by the Board, the Company
could retire all the outstanding shares of Burlington Stock or Minerals Stock
through such an exchange, thus resulting in the Company having only one or two,
as the case may be, classes of common stock outstanding instead of three such
classes. The Company cannot predict the effect on the respective market prices
for Brink's Stock, Burlington Stock and Minerals Stock of its ability to effect
the exchanges described below. For information concerning the effect of any such
exchange of outstanding Minerals Stock for Brink's Stock upon the conversion
rights of the Preferred Stock, see 'The Brink's Stock Proposal -- Effects on
Preferred Stock'.
Brink's Stock. Shares of Brink's Stock are not subject to either optional
or mandatory exchange by the Board.
Burlington Stock. The Board may, at any time and in its sole discretion,
declare that each outstanding share of Burlington Stock shall be exchanged for
fully paid and non-assessable shares of Brink's Stock (or, if there are no
shares of Brink's Stock outstanding, shares of Minerals Stock) having a Fair
Market Value equal to 115% of the Fair Market Value of one share of Burlington
Stock, as of the date of the first public announcement by the Company of such
exchange. Such an exchange could be effected at any time, including immediately
prior to a disposition of all or substantially all of the properties and assets
of Pittston Burlington Group which would otherwise give rise to a mandatory
exchange of such shares immediately following such disposition as required by
the Articles of Amendment (which is discussed below). Any optional exchange at
the 15% premium would dilute the interests of the holders of Brink's Stock and
would preclude holders of Burlington Stock from retaining investment in a
security separately reflecting the Company's global freight transportation and
logistics management services businesses. Since the authority of the Board to
require an exchange is discretionary, it could be exercised at a time when such
exchange might be disadvantageous to the holders of either Brink's Stock or
Burlington Stock; however, the Board must act in accordance with its fiduciary
duties.
In addition, upon the sale, offer, assignment or other disposition (whether
by merger, consolidation, sale or contribution of assets or stock or otherwise
(a 'Disposition') in one transaction or a series of related transactions by the
Company of all or substantially all of the properties and assets of Pittston
Burlington Group (other than in connection with the Disposition by the Company
of all of its properties and assets in one transaction) to any person, entity or
group (other than (a) holders of all outstanding shares of Burlington Stock on a
pro rata basis or (b) a person, entity or group in which the Company, directly
or indirectly, owns a majority equity interest), the Company is required,
effective on or prior to the first Business Day following the 60th day following
the consummation of such Disposition, to exchange each outstanding share of
Burlington Stock for fully paid and nonassessable shares of Brink's Stock (or,
if there are no shares of Brink's Stock outstanding, shares of Minerals Stock)
having a Fair Market Value equal to 115% of the Fair Market Value of one share
of Burlington Stock, as of the date of the first public announcement by the
Company of such Disposition.
Minerals Stock. The Board may, at any time and in its sole discretion,
declare that each outstanding share of Minerals Stock shall be exchanged for
fully paid and non-assessable shares of Brink's Stock (or, if there are no
shares of Brink's Stock outstanding, shares of Burlington Stock) having a Fair
Market Value equal to 115% of the Fair Market Value of one share of Minerals
Stock, as of the date of the first public announcement by the Company of such
exchange. Such an exchange could be effected at any time, including immediately
prior to a disposition of all or substantially all of the properties and assets
of Pittston Minerals Group which would otherwise give rise to a mandatory
exchange of such shares immediately following such disposition as required by
the Articles of Amendment (which is discussed below). Any optional exchange at
the 15% premium would dilute the interests of the holders of Brink's Stock and
would preclude holders of Minerals Stock from retaining investment in a security
separately reflecting the Company's natural resources businesses. Since the
authority of the Board to require an exchange is discretionary, it could be
exercised at a time when such exchange might be disadvantageous to the holders
of either Brink's Stock or Minerals Stock; however, the Board must act in
accordance with its fiduciary duties.
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In addition, upon a Disposition in one transaction or a series of related
transactions by the Company of all or substantially all of the properties and
assets of Pittston Minerals Group (other than in connection with the Disposition
by the Company of all of its properties and assets in one transaction) to any
person, entity or group (other than (a) holders of all outstanding shares of
Minerals Stock on a pro rata basis or (b) a person, entity or group in which the
Company, directly or indirectly, owns a majority equity interest), the Company
is required, effective on or prior to the first Business Day following the 60th
day following the consummation of such Disposition, to exchange each outstanding
share of Minerals Stock for fully paid and nonassessable shares of Brink's Stock
(or, if there are no shares of Brink's Stock outstanding, shares of Burlington
Stock) having a Fair Market Value equal to 115% of the Fair Market Value of one
share of Minerals Stock, as of the date of the first public announcement by the
Company of such Disposition.
Under Section 13.1-724 of the Virginia Stock Corporation Act, approval of
the holders of Minerals Stock, of Burlington Stock or Brink's Stock, as the case
may be, for the sale of all or substantially all of the properties and assets
attributable to Pittston Minerals Group, Pittston Burlington Group or Pittston
Brink's Group, as the case may be, would not be required. That Section would
require approval of the holders of Minerals Stock, Burlington Stock and Brink's
Stock voting as a single voting group only if all or substantially all of the
Company's properties and assets were to be sold.
Since it is the intention of the Company to manage the businesses of each
Group for the benefit of the holders of the class of stock relating to that
Group, asset acquisitions and dispositions will be directly attributed to the
appropriate Group and their effect reflected in such Group's financial
statements. Subject to the right of management to establish indebtedness between
the respective Groups in appropriate circumstances, the net proceeds of asset
dispositions will be attributed to the relevant Group.
'Fair Market Value' of shares of any class of common stock on any date
means the average of the daily closing prices thereof for the 10 consecutive
Business Days commencing on the 30th Business Day prior to the date in question
(e.g., the date of the first public announcement by the Company of certain
action or a January 1 of any year in which a voting adjustment will occur). The
closing price for each Business Day shall be (i) if such shares are listed or
admitted to trading on a national securities exchange, the closing price on the
Composite Tape (or any successor composite tape reporting transactions on
national securities exchanges) or, if such Composite Tape shall not be in use or
shall not report transactions in such shares, the last reported sales price
regular way on the principal national securities exchange on which such shares
are listed or admitted to trading (which shall be the national securities
exchange on which the greatest number of shares of stock has been traded during
such 10 consecutive Business Days), or, if there is no transaction on any such
Business Day in any such situation, the mean of the bid and asked prices on such
Business Day, or (ii) if such shares are not listed or admitted to trading on
any such exchange, the closing price, if reported, or, if the closing price is
not reported, the average of the closing bid and asked prices as reported by the
National Association of Securities Dealers Automated Quotations System or a
similar source selected from time to time by the Company for this purpose. In
the event such closing prices are unavailable, the Fair Market Value of such
shares shall be determined by the Board.
'Substantially all of the properties and assets' of Pittston Burlington
Group or Pittston Minerals Group, as the case may be, as of any date, shall mean
a portion of such properties and assets that represents at least 80% of either
of the then-current market value, as determined by the Board based on opinions,
appraisals or such other evidence as the Board shall consider relevant, of, or
the aggregate reported net sales for the immediately preceding twelve fiscal
quarterly periods of the Company derived from, the properties and assets of
Pittston Burlington Group or Pittston Minerals Group, as the case may be, as of
such date (excluding the properties and assets of any person, entity or group in
which the Company, directly or indirectly, owns less than a majority equity
interest).
'Business Day' means each weekday other than any day on which Brink's
Stock, Burlington Stock or Minerals Stock is not traded on any national
securities exchange or the National Association of Securities Dealers Automated
Quotations System or in the over-the-counter market.
General Exchange Provisions. In the event of any exchange described above,
the Company shall cause to be given to each holder of Burlington Stock or
Minerals Stock, as the case may be, a notice
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stating (A) that shares of Burlington Stock or Minerals Stock, as the case may
be, shall be exchanged, (B) the date of the exchange, (C) the kind and amount of
shares of capital stock to be received by such holder with respect to each share
of Burlington Stock or Minerals Stock, as the case may be, held by such holder,
including details as to the calculation thereof, (D) the place or places where
certificates for shares of Burlington Stock or Minerals Stock, as the case may
be, properly endorsed or assigned for transfer (unless the Company waives such
requirement), are to be surrendered for delivery of certificates of shares of
such capital stock and (E) that, except as provided in the following paragraph,
dividends on Burlington Stock or Minerals Stock, as the case may be, will cease
to be paid as of such exchange date. Such notice shall be sent by first-class
mail, postage prepaid, not less than 30 nor more than 60 days prior to the
exchange date and in any case to each holder of Burlington Stock or Minerals
Stock, as the case may be, at such holder's address as the same appears on the
stock transfer books of the Company. Neither the failure to mail such notice to
any particular holder of Burlington Stock or Minerals Stock, as the case may be,
nor any defect therein shall affect the sufficiency thereof with respect to any
other holder of Burlington Stock or Minerals Stock, as the case may be. Under
the terms of the Preferred Stock, the Company is also required to give 30 days'
prior notice to holders of Preferred Stock of its intention to take any action
that would result in an exchange of outstanding shares of Minerals Stock for
shares of Brink's Stock (or Burlington Stock).
The Company expects to set a record date in advance of any exchange of
shares of Burlington Stock or Minerals Stock, as the case may be, in order to
facilitate orderly trading in such shares in the event of any such exchange. No
adjustments in respect of dividends shall be made upon the exchange of any
shares of Burlington Stock or Minerals Stock, as the case may be; provided,
however, that, if such shares are exchanged by the Company after the record date
for determining holders of Burlington Stock or Minerals Stock, as the case may
be, entitled to any dividend or distribution thereon, such dividend or
distribution shall be payable to the holders of such shares at the close of
business on such record date notwithstanding such exchange.
Before any holder of shares of Burlington Stock or Minerals Stock, as the
case may be, shall be entitled to receive certificates representing shares of
any kind of capital stock to be received by such holder with respect to any
exchange of such shares of Burlington Stock or Minerals Stock, such holder shall
surrender at such office as the Company shall specify certificates for such
shares of Burlington Stock or Minerals Stock, properly endorsed or assigned for
transfer (unless the Company shall waive such requirement). As soon as
practicable after surrender of certificates for such shares of Burlington Stock
or Minerals Stock, the Company will deliver to the holder of such shares so
surrendered the certificates representing the number of whole shares of the kind
of capital stock to which such holder is entitled, together with any fractional
payment referred to below.
The Company shall not be required to issue or deliver fractional shares of
any class of capital stock to any holder of Burlington Stock or Minerals Stock,
as the case may be, upon any exchange described above. If the number of shares
of any class of capital stock remaining to be issued or delivered to any holder
of Burlington Stock or Minerals Stock, is a fraction, the Company shall pay a
cash adjustment in respect of such fraction in an amount equal to the fair
market value of such fraction on the date such payment is to be made.
Shareholders who own their stock beneficially through brokers or other
nominees listed as holders of record will have their fractional shares handled
according to the practices of such broker or nominee which may result in such
shareholders receiving a price which is higher or lower than the price paid by
the Company to holders of record.
Voting
Effective on January 1, 1996, the voting rights of holders of Minerals
Stock will be approximately 7.8% of the aggregate voting power of all
outstanding common stock. Pursuant to the Brink's Stock Proposal, holders of
Minerals Stock initially will have 0.626 votes per share (which will result in
the aggregate voting rights of holders of Minerals Stock being initially
unchanged as a result of the implementation of the Transaction from that which
will exist immediately prior thereto). The Brink's Stock Proposal further
provides that holders of Brink's Stock at all times will have one vote per
share, and holders of Burlington Stock initially will have one vote per share.
The votes of holders of
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Burlington Stock and Minerals Stock will be subject to adjustment on January 1,
1998, and on January 1 every two years thereafter in such a manner so that each
class' share of the aggregate voting power at such time will be equal to that
class' share of the aggregate market capitalization of the Company's common
stock at such time. Accordingly, beginning on January 1, 1998, each share of
Burlington Stock and Minerals Stock may have more than, less than or continue to
have the number of votes per share as they initially will following the
consummation of the Transaction. The periodic adjustments in the number of votes
to which holders of Burlington Stock and Minerals Stock will be entitled will
limit the ability of investors in one class to acquire for the same
consideration relatively greater or lesser voting power per share than investors
in the other classes. Because the adjustment of voting powers will occur only
biennially, substantial disparity in the voting power purchasable for a
specified amount may exist among the three Groups' shares from time to time.
Holders of Brink's Stock, Burlington Stock and Minerals Stock will vote
together as a single voting group on all matters as to which all common
shareholders are entitled to vote. In addition, as prescribed by Virginia law,
certain amendments to the Articles of Incorporation affecting, among other
things, the designation, rights, preferences or limitations of one class of
common stock, or certain mergers or statutory share exchanges, must be approved
by the holders of such class of common stock, voting as a separate voting group,
and, in certain circumstances, may also have to be approved by the holders of
each of the other classes of common stock, voting as separate voting groups.
Amendments to the Articles of Incorporation that would affect or would otherwise
adjust the voting rights of the holders of Minerals Stock are required to be
approved by the holders of two-thirds of the outstanding shares of Minerals
Stock, voting separately as a separate voting group. Because most matters
brought to a shareholder vote will only require the approval of a majority of
all the Company's outstanding common stock entitled to vote on such matters
(including Brink's Stock, Burlington Stock and Minerals Stock) voting together
as a single voting group, if holders of Brink's Stock, Burlington Stock or
Minerals Stock would have more than the number of votes required to approve any
such matter, those holders would be in a position to control the outcome of the
vote on such matter. See 'Risk Factors -- Voting Power; Effects on Holders of
Brink's Stock, Burlington Stock and Minerals Stock'.
The Articles of Amendment reserve to the Board the right to condition the
submission of a particular matter on receipt of a separate vote of the holders
of outstanding shares of Brink's Stock, Burlington Stock or Minerals Stock. The
Board has no present intention of imposing such a separate vote requirement on
any matter which it can now foresee. However, should the Board, in the exercise
of its fiduciary duties and its good faith judgment of the best interests of the
Company, conclude that such a separate vote is necessary or desirable, it has
reserved the right to so require.
Only one annual meeting of shareholders will be held in 1996 and subsequent
years. Holders of Brink's Stock, Burlington Stock and Minerals Stock will
receive a notice of each annual meeting and will be entitled to vote at such
meeting. Any such holder may also submit a shareholder proposal for inclusion in
the Company's annual proxy statement to the extent such holder meets certain
eligibility requirements specified under the Federal securities law. Such law
currently provides that, among other things, at the time such holder submits
such a proposal, such holder shall be a record or beneficial owner of at least
one percent or $1,000 in market value of securities entitled to be voted on the
proposal at the meeting of shareholders and have held such securities for at
least one year, and such holder must also continue to own such securities
through the date on which such meeting is held. The Company intends to apply
this requirement at the Company level so that a holder of shares of Brink's
Stock, Burlington Stock or Minerals Stock, or any combination of the three,
aggregating at least one percent or $1,000 in market value of all classes
combined will have the right to submit such a proposal.
Liquidation
Under the Brink's Stock Proposal, in the event of a dissolution,
liquidation or winding up of the Company the holders of outstanding Brink's
Stock, the holders of outstanding Burlington Stock and the holders of
outstanding Minerals Stock will initially share on a per share basis an
aggregate amount equal to approximately 55%, 28% and 17%, respectively, of the
funds, if any, remaining for distribution to common shareholders. In the case of
Minerals Stock, such percentage has been set to ensure that the holders of
Minerals Stock are entitled to the same share of any such funds immediately
following
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implementation of the Proposal as they were prior thereto, notwithstanding the
fact that immediately following implementation of the Proposal the actual
proportion of the number of shares of Minerals Stock to the total number of
shares of common stock will equal approximately 12%. Maintaining the 17%
Minerals Stock liquidation percentage has been accomplished by providing in the
Articles of Amendment that in any determination of the amounts available in
liquidation for holders of Minerals Stock the number of Minerals Stock shall be
deemed to include an additional shares (the 'Nominal Shares'). Following
implementation of the Proposal, each class' share of such funds shall be subject
to adjustment in the future based upon the total number of shares of Brink's
Stock, Burlington Stock or Minerals Stock, as the case may be, then outstanding
as compared to the total number of shares of all classes of common stock then
outstanding (which totals, in the case of Minerals Stock, shall include the
Nominal Shares). Thus, the liquidation rights of the holders of the respective
classes may not bear any relation to the relative market values or the relative
voting rights of the three classes. The Company considers that its complete
liquidation is a remote contingency, and its financial advisor believes that, in
general, these liquidation provisions are immaterial to trading in Brink's
Stock, Burlington Stock and Minerals Stock. Further, tax counsel has advised the
Company that this liquidation provision is preferable from a tax point of view.
Subdivision or Combination
If the Company subdivides (by stock split, stock dividend or otherwise) or
combines (by reverse stock split or otherwise) the outstanding shares of Brink's
Stock, Burlington Stock or Minerals Stock, the voting and liquidation rights of
shares of Minerals Stock and Burlington Stock relative to Brink's Stock will be
appropriately adjusted. For example, in case the Company were to effect a
two-for-one split of Brink's Stock, the per share voting rights of Burlington
Stock and Minerals Stock would be multiplied by two in order to avoid dilution
in the aggregate voting rights of the holders of each such class. Similarly, the
per share liquidation rights of Burlington Stock and Minerals Stock would be
multiplied by two in order to avoid dilution in the aggregate liquidation rights
of holders of Burlington Stock and Minerals Stock.
Determinations by the Board
Any determinations made by the Board or any committee of the Board, a
majority of whose members are 'disinterested' directors, under any of the
provisions described above under 'Description of Brink's Stock, Burlington Stock
and Minerals Stock' will be final and binding on all shareholders of the
Company. For this purpose, any director who is not an employee of, or a
consultant to, the Company and who is not, directly or indirectly, the
beneficial owner of 1% or more of the outstanding shares of all common stock of
the Company shall be considered 'disinterested', even though such director may
beneficially own a greater amount of one class of common stock than of the other
classes of common stock.
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TEMPORARY CERTIFICATE--EXCHANGEABLE FOR DEFINITIVE ENGRAVED CERTIFICATE
WHEN READY FOR DELIVERY
PITTSTON
TPX COMMON STOCK
Pittston Burlington Group
THIS CERTIFICATE IS TRANSFERABLE SEE REVERSE FOR
IN NEW YORK, NEW YORK. CERTAIN DEFINITIONS
THE PITTSTON COMPANY
INCORPORATED UNDER THE LAWS
OF THE COMMONWEALTH OF VIRGINIA CUSIP 725701
THIS IS TO CERTIFY THAT
IS THE OWNER OF
FULLY PAID AND NONASSESSABLE SHARES OF PITTSTON BURLINGTON GROUP COMMON STOCK,
$1.00 PAR VALUE, OF
The Pittston Company (hereinafter called the "Corporation"), transferable on the
books of the Corporation in person or by duly authorized attorney upon surrender
of this Certificate properly endorsed. This Certificate and the shares
represented hereby are issued and shall be held subject to all of the provisions
of the Restated Articles of Incorporation of the Corporation, as amended (copies
of which are on file with the Transfer Agent), to all of which the holder of
this Certificate by the acceptance hereof expressly assents.
This Certificate is not valid unless countersigned by the Transfer Agent
and registered by the Registrar.
Witness the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
Dated The Pittston Company
BY BY
A. F. REED J. C. FARRELL
SECRETARY CHAIRMAN AND CHIEF EXECUTIVE OFFICER
[SEAL OF THE PITTSTON COMPANY]
COUNTERSIGNED AND REGISTERED:
CHEMICAL MELLON SHAREHOLDER SERVICES, L.L.C.
(NEW YORK, N.Y.) TRANSFER AGENT
AND REGISTRAR
BY
AUTHORIZED OFFICER
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The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C> <C>
TEN COM -- as tenants in common UNIF GIFT MIN ACT-- Custodian
--------- ----------
(Cust) (Minor)
TEN ENT -- as tenants by the entireties under Uniform Gifts to Minors
JT TEN -- as joint tenants with right of Act
survivorship and not as tenants -------------------------
in common (State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
THE PITTSTON COMPANY
THE CORPORATION WILL FURNISH TO ANY SHAREHOLDER ON REQUEST IN WRITING AND
WITHOUT CHARGE A SUMMARY OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND
LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AUTHORIZED TO BE ISSUED AND THE
VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES
WITHIN ANY SUCH CLASS (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE
VARIATIONS FOR FUTURE SERIES). SUCH REQUEST MAY BE MADE TO THE SECRETARY OF THE
CORPORATION OR THE TRANSFER AGENT.
For value received, hereby sell, assign and transfer unto
------------
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
_________________________________________________________________________ shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
_______________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated
-------------------------------------
--------------------------------------------------------
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH
THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN
EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR
ANY CHANGE WHATEVER.
Signature(s) Guaranteed:
------------------------------------------------------------------
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.
This Certificate also evidences and entitles the holder hereof to certain
Rights as set forth in an Amended and Restated Rights Agreement dated as of
(the "Rights Agreement"), between The Pittston Company and
Chemical Bank, as Rights Agent, the terms of which are hereby incorporated
herein by reference and a copy of which is on file at the principal executive
offices of The Pittston Company. The term "Rights Agreement" as used herein
includes each amendment thereto or supplement thereof made from time to time,
the terms of each of which are incorporated herein by reference and a copy
of each of which is on file as hereinabove stated. Under certain
circumstances, as set forth in the Rights Agreement, such Rights will be
evidenced by separate certificates and will no longer be evidenced by this
Certificate. The Pittston Company will mail to the holder of this Certificate a
copy of the Rights Agreement without charge after receipt of a written request
therefor. Under no circumstances shall Rights evidenced by this Certificate
be transferred to any person who is or becomes an Acquiring Person or an
Affiliate or Associate thereof (as such terms are defined in the Rights
Agreement) and any such purported transfer shall be, and shall render such
Rights, null and void.
<PAGE>
<PAGE>
TEMPORARY CERTIFICATE--EXCHANGEABLE FOR DEFINITIVE ENGRAVED CERTIFICATE
WHEN READY FOR DELIVERY
PITTSTON
TPB COMMON STOCK
Pittston Brink's Group
THIS CERTIFICATE IS TRANSFERABLE SEE REVERSE FOR
IN NEW YORK, NEW YORK. CERTAIN DEFINITIONS
THE PITTSTON COMPANY
INCORPORATED UNDER THE LAWS
OF THE COMMONWEALTH OF VIRGINIA CUSIP 725701
THIS IS TO CERTIFY THAT
IS THE OWNER OF
FULLY PAID AND NONASSESSABLE SHARES OF PITTSTON BRINK'S GROUP COMMON STOCK,
$1.00 PAR VALUE, OF
The Pittston Company (hereinafter called the "Corporation"), transferable on the
books of the Corporation in person or by duly authorized attorney upon surrender
of this Certificate properly endorsed. This Certificate and the shares
represented hereby are issued and shall be held subject to all of the provisions
of the Restated Articles of Incorporation of the Corporation, as amended (copies
of which are on file with the Transfer Agent), to all of which the holder of
this Certificate by the acceptance hereof expressly assents.
This Certificate is not valid unless countersigned by the Transfer Agent
and registered by the Registrar.
Witness the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
Dated The Pittston Company
BY BY
A. F. REED J. C. FARRELL
SECRETARY CHAIRMAN AND CHIEF EXECUTIVE OFFICER
[SEAL OF THE PITTSTON COMPANY]
COUNTERSIGNED AND REGISTERED:
CHEMICAL MELLON SHAREHOLDER SERVICES, L.L.C.
TRANSFER AGENT
AND REGISTRAR
BY
AUTHORIZED SIGNATURE
<PAGE>
<PAGE>
The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C> <C>
TEN COM -- as tenants in common UNIF GIFT MIN ACT-- Custodian
--------- ----------
(Cust) (Minor)
TEN ENT -- as tenants by the entireties under Uniform Gifts to Minors
JT TEN -- as joint tenants with right of Act
survivorship and not as tenants -------------------------
in common (State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
THE PITTSTON COMPANY
THE CORPORATION WILL FURNISH TO ANY SHAREHOLDER ON REQUEST IN WRITING AND
WITHOUT CHARGE A SUMMARY OF THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND
LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AUTHORIZED TO BE ISSUED AND THE
VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES
WITHIN ANY SUCH CLASS (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE
VARIATIONS FOR FUTURE SERIES). SUCH REQUEST MAY BE MADE TO THE SECRETARY OF THE
CORPORATION OR THE TRANSFER AGENT.
For value received, hereby sell, assign and transfer unto
------------
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
_________________________________________________________________________ shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
_______________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated
-------------------------------------
--------------------------------------------------------
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH
THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN
EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR
ANY CHANGE WHATEVER.
Signature(s) Guaranteed:
------------------------------------------------------------------
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.
This Certificate also evidences and entitles the holder hereof to certain
Rights as set forth in an Amended and Restated Rights Agreement dated as of
(the "Rights Agreement"), between The Pittston Company
and Chemical Bank, as Rights Agent, the terms of which are hereby incorporated
herein by reference and a copy of which is on file at the principal executive
offices of The Pittston Company. The term "Rights Agreement" as used herein
includes each amendment thereto or supplement thereof made from time to time,
the terms of each of which are incorporated herein by reference and a copy
of each of which is on file as hereinabove stated. Under certain circumstances,
as set forth in the Rights Agreement, such Rights will be evidenced by separate
certificates and will no longer be evidenced by this Certificate. The Pittston
Company will mail to the holder of this Certificate a copy of the Rights
Agreement without charge after receipt of a written request therefor. Under no
circumstances shall Rights evidenced by this Certificate be transferred to any
person who is or becomes an Acquiring Person or an Affiliate or Associate
thereof (as such terms are defined in the Rights Agreement) and any such
purported transfer shall be, and shall render such Rights, null and void.
<PAGE>
