SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1994
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[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
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Commission file number 1-9148
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1994 EMPLOYEE STOCK PURCHASE PLAN OF THE PITTSTON COMPANY
(Full title of the Plan)
THE PITTSTON COMPANY
(Name of the issuer of securities held pursuant to the Plan)
P.O. BOX 120070, 06912-0070
100 FIRST STAMFORD PLACE, (Zip Code)
STAMFORD, CONNECTICUT
(Address of issuer's principal
executive offices)
Independent Auditors' Report
The Participants of the 1994 Employee Stock
Purchase Plan of The Pittston Company;
We have audited the accompanying statement of financial condition
of the 1994 Employee Stock Purchase Plan of The Pittston Company
(the "Plan") as of December 31, 1994, and the related statement
of income and changes in plan equity for the six month period
ended December 31, 1994. These financial statements are the
responsibility of the Plan's management. Our responsibility is
to express an opinion on these financial statements based on our
audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial condition
of the Plan as of December 31, 1994, and the results of
operations and changes in plan equity for the six month period
ended December 31, 1994, in conformity with generally accepted
accounting principles.
KPMG Peat Marwick LLP
Stamford, Connecticut
March 28, 1995
<PAGE>
1994 EMPLOYEE STOCK PURCHASE PLAN OF THE PITTSTON COMPANY
STATEMENT OF FINANCIAL CONDITION
DECEMBER 31, 1994
ASSETS:
Contribution receivable from
The Pittston Company $777,524
LIABILITIES AND PLAN EQUITY:
Plan Equity $777,524
See accompanying notes to financial statements.
<PAGE>
1994 EMPLOYEE STOCK PURCHASE PLAN OF THE PITTSTON COMPANY
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
FOR THE SIX MONTHS ENDED DECEMBER 31, 1994
INCOME:
Participant contributions $777,524
PLAN EQUITY,
beginning of year -
PLAN EQUITY,
end of year $777,524
See accompanying notes to financial statements.
<PAGE>
1994 EMPLOYEE STOCK PURCHASE PLAN OF THE PITTSTON COMPANY
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994
1. SUMMARY OF PLAN:
The 1994 Employee Stock Purchase Plan of The Pittston Company
(the "Plan") is "an employee stock purchase plan" within the
meaning of Section 423 of the Internal Revenue Code of 1986, as
amended (the "Code") covering all eligible employees of The
Pittston Company and its subsidiaries (the "Company"). The 1994
Plan year is for the period beginning July 1, 1994 through
December 31, 1994. The Plan years thereafter will begin on
January 1 and end on December 31. The Plan provides that
participant contributions shall be used to buy either Pittston
Services Group Common Stock ("Services Stock") or Pittston
Minerals Group Common Stock ("Minerals Stock") or both. The
purchase price for each share of common stock to be purchased
under the Plan is the lesser of 85% of the Fair Market Value (as
defined) of such share on either (a) the first date of each six-
month period commencing on July 1, 1994, and on each July 1 or
January 1 thereafter (the "Offering Date") or (b) the last day of
each six-month period from an Offering Date. The Fair Market
Value with respect to shares of any class of common stock is
generally defined as the average of the high and low quoted sales
price of a share of such stock on the applicable date as reported
on the New York Stock Exchange Composite Transaction Tape.
The maximum number of shares of common stock which may be issued
or allocated pursuant to the Plan is 750,000 shares of Services
Stock and 250,000 shares of Minerals Stock.
Eligibility
Generally, any employee of the Company or a designated subsidiary
(a "Subsidiary") (a) whose date of hire was at least six months
prior to the commencement of the six-month period from an
Offering Date to and including the last day of the six-month
period (the "Offering Period") and (b) who is customarily
employed for at least 20 hours per week and five months in a
calendar year is eligible to participate in the Plan; provided,
however, that in the case of an employee who is covered by a
collective bargaining agreement, he or she shall not be
considered an Eligible Employee unless and until the labor
organization representing such individual has accepted the Plan
on behalf of the employees in the collective bargaining unit.
Any such employee shall continue to be an Eligible Employee
during an approved leave of absence provided such employee's
right to continue employment with the Company or a Subsidiary
upon expiration of such employee's leave of absence is guaranteed
either by statute or by contract with or a policy of the Company
or a Subsidiary.
Contributions
Participants can elect to contribute any whole percentage from 1%
up to and including 10% of their annual base rate of pay,
including commissions, but generally excluding overtime or
premium pay. A participant may reduce (but not increase) the
rate of payroll withholding during an Offering Period at any time
prior to the end of such Offering Period for which such reduction
is to be effective. Not more than one reduction may be made in
any Offering Period unless otherwise determined by
nondiscriminatory rules. Each participant designates a
percentage in multiples of 10% of the amounts withheld during an
Offering Period that is to be used to purchase Services Stock
and/or a percentage in multiples of 10% of such amounts that is
to be used to purchase Minerals Stock; provided, however, that
100% of the amount withheld is allocated between the two classes
of common stock. In the event a participant elects to reduce the
rate of payroll withholding during an Offering Period, such
reduction shall be applied ratably to the allocation of his or
her withheld amounts between the two classes of common stock.
During an Offering Period, a participant may not change the
allocation of his or her withholdings during such Offering Period
although such allocation may be changed for any subsequent
Offering Period. A participant who is subject to Section 16 of
the Securities Exchange Act of 1934 and the rules thereunder who
reduces the rate of payroll withholding during an Offering Period
to zero may not resume participation in the Plan until the first
Offering Period commencing after the expiration of six months
from the effective date of such reduction.
No participant shall have a right to purchase shares of any class
of common stock if (a) immediately after electing to purchase
such shares, such participant would own common stock possessing
5% or more of the total combined voting power or value of all
classes of stock of the Company or of any Subsidiary, or (b) the
rights of such participant to purchase common stock under the
Plan would accrue at a rate that exceeds $15,000 of Fair Market
Value of such common stock (determined at the time or times such
rights are granted) for each calendar year for which such rights
are outstanding at any time.
Distribution
A participant may elect to cease active participation in the Plan
with respect to either or both classes of common stock at any
time up to the end of an Offering Period. All payroll deductions
credited to such participant's plan account and allocated to the
purchase of the class of common stock with respect to which the
participant is ceasing participation shall be returned to such
participant in cash, without interest, as promptly as
practicable. A participant who elects to cease participation in
the Plan may not resume participation in the Plan until after the
expiration of one full Offering Period (following cessation of
participation).
In the event of the termination of a participant's employment for
any reason, including retirement or death, or the failure of a
participant to remain eligible under the terms of the Plan, all
full shares of each class of common stock then held for his or
her benefit shall be registered in such individual's name and an
amount equal to the Fair Market Value (on the date of
registration of full shares of common stock in the name of the
participant) of any fractional share then held for the benefit of
such participant shall be paid to such individual, in cash, as
soon as administratively practicable, and such individual shall
thereupon cease to own the right to any such fractional share.
Any amounts credited to such individual, prior to the last day of
each six-month Offering Period, shall be refunded, without
interest, to such individual or, in the event of his or her
death, to his or her legal representative.
Termination
The Plan shall terminate on June 30, 1997, unless the share-
holders shall theretofore have approved an extension of such
termination date.
The Board of Directors of The Pittston Company may, at any time
and from time to time, amend, modify or terminate the Plan, but
no such amendment or modification without the approval of the
shareholders shall: (a) increase the maximum number (determined
as provided in the Plan) of shares of any class of common stock
which may be issued pursuant to the Plan; (b) permit the issuance
of any shares of any class of common stock at a purchase price
less than that provided in the Plan as approved by the
shareholders; (c) extend the term of the Plan; or (d) cause the
Plan to fail to meet the requirements of an "employee stock
purchase plan" under the Code.
Basis of Accounting
The accompanying financial statements are prepared on the accrual
basis of accounting.
Income Taxes
The Plan and the rights of participants to make purchases
thereunder, is intended to qualify as an "employee stock purchase
plan" under Section 423 of the Code. The Plan is not qualified
under Section 401(a) of the Code. Pursuant to Section 423 of the
Code, no income (other than dividends) will be taxable to a
participant until disposition of the shares purchased under the
Plan. Upon the disposition of the shares, the participant will
generally be subject to tax and the amount and character of the
tax will depend upon the holding period. Dividends received on
shares held by the Plan on behalf of a participant are taxable to
the participant as ordinary income. Therefore, the Plan does not
provide for income taxes.
2. SUBSEQUENT EVENT:
In March 1995, the Plan purchased from The Pittston Company
Employee Benefits Trust, 26,444 shares of Services Stock at
$22.31 per share and 11,844 shares of Minerals Stock at $15.83
per share for a total purchase price of $777,524 to satisfy
contributions made for the plan year ended December 31, 1994.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the trustee (or other persons who administer the employee
benefit plan) have duly caused this annual report to be signed on
its behalf by the undersigned hereunto duly authorized.
1994 Employee Stock Purchase Plan
of The Pittston Company
(Name of Plan)
R. D. Duke
(R. D. Duke)
Date March 31, 1995
<PAGE>
Consent of Independent Auditors
We consent to incorporation by reference in the registration
statement (No. 33-53565) on Form S-8 of The Pittston Company of
our report dated March 28, 1995, relating to the statement of
financial condition of the 1994 Employee Stock Purchase Plan of
The Pittston Company as of December 31, 1994, and the related
statement of income and changes in plan equity for the six month
period ended December 31, 1994, which report appears in the 1994
Annual Report on Form 11-K of the 1994 Employee Stock Purchase
Plan of The Pittston Company.
KPMG Peat Marwick LLP
Stamford, Connecticut
March 29, 1995
