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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S) 240.14a-11(c) or
(S) 240.14a-12
THE PITTSTON COMPANY
.................................................................
(Name of Registrant as Specified In Its Charter)
.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
........................................................
2) Aggregate number of securities to which transaction
applies:
........................................................
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
........................................................
4) Proposed maximum aggregate value of transaction:
........................................................
5) Total fee paid:
........................................................
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<PAGE>
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
1) Amount Previously Paid:
.......................................................
2) Form, Schedule or Registration Statement No.:
.......................................................
3) Filing Party:
.......................................................
4) Date Filed:
.......................................................
<PAGE>
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PRELIMINARY COPY
<TABLE>
<S> <C>
[Logo] The Pittston Company
100 First Stamford Place
P.O. Box 120070
Stamford, CT 06912-0070
JOSEPH C. FARRELL
Chairman and Chief Executive Officer
</TABLE>
March 29, 1996
To Our Shareholders:
You are cordially invited to attend the annual meeting of Pittston's
shareholders to be held at the Company's executive offices, 100 First Stamford
Place, Seventh Floor, Stamford, Connecticut, on Friday, May 3, 1996, at 1:00
p.m.
You will be asked to (i) elect three directors for a term of three years;
(ii) approve independent public accountants for 1996; (iii) approve a proposal
to adopt The Pittston Company Directors' Stock Accumulation Plan; and (iv)
approve a proposal to amend the Restated Articles of Incorporation of the
Company with respect to certain voting requirements for Minerals Stock.
It is important that you vote, and you are urged to complete, sign, date
and return the enclosed proxy in the envelope provided.
Your prompt cooperation will be greatly appreciated.
Sincerely,
J. FARRELL
<PAGE>
<PAGE>
[Logo]
--------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 3, 1996
--------------------
Notice Is Hereby Given that the annual meeting of shareholders of THE
PITTSTON COMPANY will be held on May 3, 1996, at 1:00 p.m., at the Company's
executive offices, 100 First Stamford Place, Seventh Floor, Stamford,
Connecticut, for the following purposes:
1. To elect three directors for a term expiring in 1999.
2. To approve the selection of KPMG Peat Marwick LLP as independent public
accountants to audit the accounts of the Company and its subsidiaries for the
year 1996.
3. To consider and act upon a proposal to approve The Pittston Company
Directors' Stock Accumulation Plan as described in the attached Proxy Statement
and set forth as Exhibit A.
4. To consider and act upon a proposal to approve an amendment of the
Restated Articles of Incorporation of the Company with respect to certain voting
requirements for Minerals Stock as described in the attached Proxy Statement and
set forth as Exhibit B.
5. To transact such other business as may properly come before the meeting
or any adjournment.
The close of business on March 11, 1996, has been fixed as the record date
for determining the shareholders entitled to notice of and to vote at the
meeting.
If you do not expect to attend the annual meeting in person, please
complete, date and sign the enclosed proxy and return it in the enclosed
envelope, which requires no additional postage if mailed in the United States.
Prompt response is helpful and your cooperation will be appreciated.
Austin F. Reed
Secretary
March 29, 1996
Annual Reports to Shareholders, including financial statements, are being
mailed to shareholders, together with these proxy materials, commencing on or
about March 29, 1996.
YOUR VOTE IS IMPORTANT. PLEASE MARK, SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING. A RETURN ENVELOPE IS
ENCLOSED FOR YOUR CONVENIENCE. IF YOU RECEIVE MORE THAN ONE PROXY CARD, PLEASE
BE SURE TO COMPLETE AND RETURN EACH OF THEM.
<PAGE>
<PAGE>
THE PITTSTON COMPANY
PROXY STATEMENT
This statement is furnished in connection with the solicitation by the
Board of Directors of The Pittston Company of proxies from holders of each class
of its Common Stock, Pittston Brink's Group Common Stock ('Brink's Stock'), par
value $1.00 per share, Pittston Burlington Group Common Stock ('Burlington
Stock'), par value $1.00 per share, and Pittston Minerals Group Common Stock
('Minerals Stock'), par value $1.00 per share, and from the beneficial owners of
its Pittston $31.25 Series C Cumulative Convertible Preferred Stock, par value
$10.00 per share ('Preferred Stock'), to be voted at the annual meeting of
shareholders to be held on May 3, 1996, at 1:00 p.m., at the Company's executive
offices, 100 First Stamford Place, Seventh Floor, Stamford, Connecticut (and at
any adjournment thereof) for the purposes set forth in the accompanying notice
of such meeting.
On March 11, 1996, the Company had outstanding shares of Brink's
Stock, shares of Burlington Stock, shares of Minerals Stock,
and shares of Preferred Stock, the holders of each class thereof being
entitled to one vote per share on all matters, with the exceptions that the
holders of Minerals Stock are entitled to 0.626 vote per share and that holders
of Preferred Shares are only entitled to vote on Proposal No. 4. Holders of
Brink's Stock, Burlington Stock and Minerals Stock will vote together as a
single voting group on all matters that the Board of Directors knows will be
presented for consideration at the meeting, with the exception that Proposal No.
4 will also require the separate vote of the holders of Minerals Stock as well
as the separate vote of the holders of the Preferred Stock.
The close of business on March 11, 1996, has been fixed as the record date
for determining the shareholders entitled to notice of and to vote at the
meeting, and only shareholders of record at the close of business on that date
will be entitled to vote at the meeting and any adjournment thereof. This Proxy
Statement and the accompanying form of proxy and Annual Report(s) to
Shareholders are being mailed to shareholders commencing on or about March 29,
1996. The address of the principal executive office of the Company is 100 First
Stamford Place, P. O. Box 120070, Stamford, Connecticut 06912-0070.
The election of directors, the selection of independent public accountants
and the proposals to approve the (i) adoption of The Pittston Company Directors'
Stock Accumulation Plan and (ii) amendment of the Restated Articles of
Incorporation of the Company are the only matters which the Board of Directors
knows will be presented for consideration at the meeting. As to any other
business that may properly come before the meeting, it is intended that proxies
in the enclosed form will be voted in respect thereof in accordance with the
judgement of the person voting the proxies.
The Company's bylaws provide that the chairman of the meeting shall
determine the order of business at the annual meeting and the voting and other
procedures to be observed. The chairman is authorized to declare whether any
business is properly brought before the meeting, and business not properly
brought before the meeting may not be transacted.
The shares represented by proxies solicited by the Board of Directors will
be voted in accordance with the recommendations of the Board of Directors unless
otherwise specified in the proxy, and where the person solicited specifies a
choice with respect to any matter to be acted upon, the shares will be voted in
accordance with the specification so made.
The enclosed proxy is revocable at any time prior to its being voted by
filing an instrument of revocation or a duly executed proxy bearing a later
date. A proxy may also be revoked by attendance at the meeting and voting in
person. Attendance at the meeting will not by itself constitute a revocation.
Votes cast by shareholders will be treated as confidential in accordance
with a policy approved by the Board of Directors. Shareholder votes at the
annual meeting will be tabulated by the Company's transfer agent, Chemical
Mellon Shareholder Services, L.L.C., or any successor thereto.
<PAGE>
<PAGE>
CORPORATE GOVERNANCE
The Board of Directors has the responsibility for establishing broad
corporate policies and for the overall performance of the Company, taking into
consideration the interests of all shareholders regardless of class. Members of
the Board are kept informed of the Company's business by various reports sent to
them regularly, as well as by operating and financial reports made at Board and
Committee meetings by the Chairman and other officers. During 1995 the Board met
seven times.
The Executive Committee of the Board may exercise substantially all the
authority of the Board during the intervals between the meetings of the Board.
The Executive Committee currently consists of Mr. Farrell, as Chairman, and all
other directors, except that a quorum of the Executive Committee consists of one
third of the number of members of the Committee, three of whom must not be
employees of the Company or any of its subsidiaries. The Executive Committee did
not meet during 1995.
The Audit and Ethics Committee recommends to the Board the selection by the
shareholders at their annual meeting of a firm of independent public
accountants. In addition, the Committee confers with the Company's independent
public accountants to review the plan and scope of their proposed audit as well
as their findings and recommendations upon the completion of the audit. The
Committee meets with the independent public accountants and with appropriate
Company financial personnel and internal auditors regarding the Company's
internal controls, practices and procedures. The Committee also oversees the
Company's legal and business ethics compliance programs. The Audit and Ethics
Committee currently consists of Mr. Anton, as Chairman, Dr. Haywood and Mr.
Gross, none of whom is an officer or employee of the Company or any of its
subsidiaries, and met four times during 1995.
The Compensation and Benefits Committee is responsible for establishing and
reviewing policies governing salaries, incentive compensation and the terms and
conditions of employment of senior executives and other key employees of the
Company. In addition, the Committee is responsible for the oversight of the
Company's stock option plans for employees and similar plans which may be
maintained from time to time by the Company and has authority to grant options
under the Company's 1988 Stock Option Plan. The Committee coordinates with the
appropriate financial, legal and administrative personnel of the Company, as
well as outside experts retained in connection with the administration of these
plans. The Compensation and Benefits Committee currently consists of Mr.
Spilman, as Chairman, and Messrs. Ackerman, Anton and Zimmerman, none of whom is
an officer or employee of the Company or any of its subsidiaries, and met four
times during 1995.
The Nominating Committee recommends to the Board nominees for election as
directors and as senior executive officers of the Company. In addition, the
Committee reviews the performance of incumbent directors in determining whether
to recommend them to the Board for renomination. Directors are selected on the
basis of recognized achievements and their ability to bring expertise and
experience to the deliberations of the Board. The Nominating Committee also
administers the Directors' Charitable Award Program. The Nominating Committee
currently consists of Mr. Zimmerman, as Chairman, Messrs. Broadhead and Craig
and Dr. Haywood, none of whom is an officer or employee of the Company or any of
its subsidiaries, and met three times during 1995. For information concerning
procedures to be followed for submitting names of nominees for consideration by
the Nominating Committee, see 'Other Information -- Shareholder Proposals.'
The Finance Committee recommends to the Board dividend and other actions
and policies regarding the financial affairs of the Company, including those
relating to matters that may affect the financial strength of the Company. The
Finance Committee currently consists of Mr. Craig, as Chairman, and Messrs.
Barker, Gross and Spilman, none of whom is an officer or employee of the Company
or any of its subsidiaries, and met four times during 1995.
The Pension Committee is responsible for the oversight of the Company's
Pension-Retirement Plan and Savings-Investment Plan and any similar plans which
may be maintained from time to time by the Company. The Committee also has
general oversight responsibility for pension plans maintained by foreign and
other subsidiaries of the Company. The Committee has authority to adopt
amendments to the Company's Pension-Retirement Plan, Pension Equalization Plan
and Savings-Investment Plan. In carrying out these responsibilities the
Committee coordinates with the appropriate financial, legal and
2
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administrative personnel of the Company, including the Administrative Committee,
as well as outside experts retained in connection with the administration of
those plans. The Pension Committee currently consists of Mr. Broadhead, as
Chairman, and Messrs. Ackerman, Barker and Marshall, none of whom other than Mr.
Marshall is an officer or employee of the Company or any of its subsidiaries.
The Pension Committee met four times during 1995.
During 1995 all incumbent directors attended at least 75% of the total
number of meetings of the Board of Directors and of the committees of the Board
on which they served. Average attendance at those meetings was approximately
94%.
COMPENSATION OF DIRECTORS
Each non-employee director is paid an annual retainer fee of $18,000, an
attendance fee of $1,200 per day for each meeting of the Board and of each
committee of the Board and a fee of $1,200 per day for rendering any special
services to the Company at the request of the Chairman of the Board. A director
may elect to defer receipt of his fees to future years and to receive interest
thereon, compounded quarterly, at the prime commercial lending rate of Morgan
Guaranty Trust Company of New York.
Each non-employee director with at least five years of service receives a
pension, if he retires at or after age 72, does not stand for reelection because
he will attain age 72 during the ensuing term, retires prior to age 72 but after
age 65 for reasons such as health or relocation or retires at any time after a
change in control (as defined). Such a director with five years of service
receives a pension equal to 50% of the annual retainer fee in effect at the time
of his retirement; for each additional year of service a director receives an
additional 10% of such retainer fee until his retirement income equals the
annual retainer fee in effect at the time of his retirement. As described below
under 'Proposal No. 3 -- Approval of The Pittston Company Directors' Stock
Accumulation Plan,' the shareholders are being asked to consider a proposal
whereby, with respect to currently active and future non-employee directors, the
pension plan described above would be eliminated and replaced with such Stock
Accumulation Plan.
Under the Non-Employee Directors' Stock Option Plan, adopted by the
shareholders in 1988 and amended by the shareholders in 1993 and in January
1996, an option grant for 10,000 shares of Brink's Stock, 5,000 shares of
Burlington Stock and 2,000 shares of Minerals Stock, at option prices of 100% of
fair market value on the date of grant is made to each non-employee director
upon his election as a director. Each option is exercisable immediately as to
one third of the shares and as to an additional one third on the first and
second anniversaries of the grant date. Pursuant to the January 1996 amendment,
the Non-Employee Directors' Stock Option Plan provides for automatic annual
grants of options for 1,000 shares of Brink's Stock, 500 shares of Burlington
Stock and 200 shares of Minerals Stock at 100% of fair market value on the date
of grant to each non-employee director on each July 1 so long as the plan
remains in effect; cash retainer fees were reduced in connection with the
approval of the 1993 amendment. Each option granted annually will become
exercisable six months from the date of grant. Each option granted under the
Non-Employee Directors' Stock Option Plan constitutes a nonqualified stock
option under the Internal Revenue Code of 1986, as amended (the 'Code'), and
terminates ten years from the date of grant. The Non-Employee Directors' Stock
Option Plan expires May 11, 1998.
Under the Directors' Charitable Award Program the Company will contribute
$1,100,000 on behalf of each participating director after such director's death.
Of that amount, $100,000 will be donated to one or more tax-exempt organizations
designated by the Company, and $1,000,000 will be donated in accordance with the
director's recommendations to eligible educational institutions and charitable
organizations. Each of the Company's non-employee directors and Mr. Farrell
currently participate in the Directors' Charitable Award Program. The Company is
the owner and beneficiary of life insurance policies insuring the lives of the
participating directors. Premiums paid in 1995 in respect of such policies
totaled an aggregate of approximately $366,769.
Effective June 1, 1995 the Company entered into a new employment agreement
with Mr. Marshall extending through May 1998. Such agreement provides for a
salary of $150,000 for the period beginning June 1, 1995 and ending May 31,
1996, and thereafter a salary of $40,000 per year, and entitles Mr. Marshall to
participate in the Company's management and other employee benefit plans
applicable to
3
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his status, to receive supplemental pension benefits, and, in the event of early
retirement or termination of employment for any other reason, to be deemed
eligible for early retiree medical coverage under the Company's Comprehensive
Medical Expense Benefits Plan.
ADDITIONAL INFORMATION
EXECUTIVE COMPENSATION
The following table sets forth information with respect to the compensation
of the Chief Executive Officer and the other four highest paid executive
officers of the Company:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM ALL OTHER
ANNUAL COMPENSATION COMPENSATION COMPENSATION(a)
---------------------- --------------------- ---------------
OPTIONS (NUMBER OF
SHARES)(d)
---------------------
YEAR SALARY(b) BONUS(c) SERVICES MINERALS
---- --------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
J. C. Farrell 1995 $512,500 $525,000 100,000 85,000 $11,388
Chairman, President 1994 463,500 475,000 None None 11,388
and Chief Executive 1993 425,000 425,000 100,000 68,000 13,602
Officer
G. R. Rogliano 1995 180,367 105,000 20,000 12,000 9,456
Vice President -- Controllership 1994 167,767 95,000 None None 9,213
and Taxes 1993 161,166 85,000 36,000 10,000 10,918
F. T. Lennon 1995 176,833 80,000 20,000 12,000 9,381
Vice President -- Human 1994 168,500 80,000 None None 9,186
Resources and Administration 1993 162,000 55,000 32,000 8,000 10,906
J. B. Hartough 1995 174,025 70,000 20,000 12,000 9,331
Vice President -- Corporate 1994 165,242 70,000 None None 9,113
Finance and Treasurer 1993 158,000 55,000 32,000 8,000 9,720
A. F. Reed (e) 1995 161,042 70,000 15,000 12,000 9,281
Vice President, General 1994 -- -- -- -- --
Counsel and Secretary 1993 -- -- -- -- --
</TABLE>
- ------------
(a) The Company made matching contributions under the Savings-Investment Plan in
1995 in the amount of $7,500 for each of the named executive officers. The
Savings-Investment Plan is a compensation reduction plan intended to qualify
under Section 401(k) of the Code. Under the Savings-Investment Plan employee
contributions are matched at rates of 50% to 125% for up to 5% of covered
compensation (subject to limitations imposed by such Code). In 1995 the
Company paid life insurance premiums under the Executive Salary Continuation
Plan in the amount of $3,888 for Mr. Farrell; $1,956 for Mr. Rogliano;
$1,881 for Mr. Lennon; $1,831 for Mr. Hartough; and $1,781 for Mr. Reed. The
Executive Salary Continuation Plan provides a death benefit equal to three
times a covered employee's annual salary payable in ten equal annual
installments to the employee's spouse or other designated beneficiary.
(b) Salaries before compensation reduction payments under the Savings-Investment
Plan and the Deferral of Salary and Supplemental Savings Plan portions of
the Company's Key Employees' Deferred Compensation Program. Under the
Deferral of Salary portion of the Program, participants are permitted to
defer up to 50% of their salary and receive a Company-matching contribution
with respect to 100% of the first 10% of such deferral, both of which
amounts were, as of January 1, 1996, converted under such Program into
Services Stock equivalent units ('Services Units') and Minerals Stock
equivalent units ('Minerals Units') based upon the Program formula. In
addition, on January 1, 1996, the participant's account was credited with
additional Services Units and Minerals Units in respect of cash dividends
paid on the Company's Services Stock and Minerals Stock during 1995 based
upon the Program formula for accrual. The following table sets forth the
amount of 1995 salary deferred under the Program by each of the executive
officers named above and the number of Services Units and Minerals Units
credited to his account (including in respect of cash dividends) as of
January 1, 1996:
<TABLE>
<CAPTION>
1995 SALARY SERVICES MINERALS
DEFERRED UNITS UNITS
----------- -------- --------
<S> <C> <C> <C>
Mr. Farrell $82,788.43 2,793.42 2,445.14
Mr. Rogliano 29,670.21 895.24 622.79
Mr. Lennon 26,692.25 916.90 309.34
Mr. Hartough 23,045.13 769.32 306.83
Mr. Reed 23,843.37 767.13 469.33
</TABLE>
4
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Effective as of January 19, 1996, Services Units credited to a participant's
account under the Program were converted into Brink's Stock equivalent units
('Brink's Units') and Burlington Stock equivalent units ('Burlington Units')
by crediting a participant with one Brink's Unit and one half of a
Burlington Unit for each Services Unit credited to his account immediately
prior to such date.
Under the Program, distributions with respect to the Brink's Units, the
Burlington Units and the Minerals Units are to be made in shares of Brink's
Stock, Burlington Stock and Minerals Stock, respectively, on the basis of
one share for each Unit (with cash paid for fractional Units), but the
aggregate value of the shares so distributed may not be less than the
aggregate amount of the salary deferred pursuant to the Deferral of Salary
portion of the Program and the related dividends in respect of which such
Units were initially credited.
(c) Annual incentive payments under the Key Employees Incentive Plan. Under the
Company's Key Employees' Deferred Compensation Program, participants are
permitted to defer up to 100% of their cash incentive payment for 1995 and
receive a Company-matching contribution with respect to the amount so
deferred but not in excess of 10% of the cash incentive payment, which
amounts were, as of January 1, 1996, converted into Services Units and
Minerals Units in accordance with the Program formula. In addition, dividend
credits of Services Units and Minerals Units were made to the participant's
accounts in respect of cash dividends paid on Services Stock and Minerals
Stock during 1995. The following table sets forth the aggregate amount of
incentive compensation for 1995 deferred under the Program by each of the
executive officers named above and the number of Services Units and Minerals
Units credited to his account (including in respect of cash dividends) as of
January 1, 1996:
<TABLE>
<CAPTION>
COMPENSATION SERVICES MINERALS
DEFERRED UNITS UNITS
------------ -------- --------
<S> <C> <C> <C>
Mr. Farrell $315,000 7,866.62 5,038.46
Mr. Rogliano 94,500 2,378.43 1,469.23
Mr. Lennon 40,000 1,198.72 181.68
Mr. Hartough 42,000 713.43 1,441.02
Mr. Reed 21,000 512.14 364.10
</TABLE>
Effective as of January 19, 1996, Services Units credited to a participant's
account under the Program were converted into Brink's Units and Burlington
Units by crediting a participant with one Brink's Unit and one half of a
Burlington Unit for each Services Unit credited to his account immediately
prior to such date.
Under the Program, distributions with respect to the Brink's Units, the
Burlington Units and the Minerals Units are to be made in shares of Brink's
Stock, Burlington Stock and Minerals Stock, respectively, on the basis of
one share for each Unit (with cash paid for fractional Units), but the
aggregate value of the shares so distributed may not be less than the
aggregate amount of the cash incentive payment deferred and the related
dividends in respect of which such Units were initially credited. Such
distributions will be made upon termination of employment or earlier upon
election made more than one year prior to distribution.
(d) Options granted under the 1988 Stock Option Plan. Services Stock Options
granted to each executive officer prior to approval of the Brink's Stock
Proposal by the shareholders at a Special Meeting on January 18, 1996, were
converted to options for Brink's Stock and Burlington Stock on January 19,
1996, in a manner designed to preserve the economic value inherent in such
options on such date and in accordance with the antidilution provisions of
the Plan.
(e) Mr. Reed was designated an executive officer on March 8, 1996.
5
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STOCK OPTIONS
The following table sets forth information concerning nonqualified stock
options granted under the Company's 1988 Stock Options Plan on July 7, 1995, to
the Chief Executive Officer and the four other officers named in the Summary
Compensation Table. Such options will become exercisable as to the total number
of shares covered by such option on the third anniversary of the date of grant;
have purchase prices per share equal to 100% of the Fair Market Value of the
Services Stock and/or Minerals Stock, as the case may be, on the date of grant,
rounded up to the next higher cent; and expire on July 7, 2001. No Stock
Appreciation Rights were granted in 1995.
OPTION GRANTS IN 1995
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF CLASS
SECURITIES TOTAL OPTIONS
UNDERLYING GRANTED TO GRANT DATE
OPTIONS EMPLOYEES IN EXERCISE PRICE EXPIRATION PRESENT
NAME GRANTED 1995 PER SHARE DATE VALUE*
- -------------------------------------------------- ---------- ---------------- -------------- ---------- ----------
<S> <C> <C> <C> <C> <C>
J. C. Farrell
Services........................................ 100,000 17.6% $24.88 7/7/01 $857,894
Minerals........................................ 85,000 33.4% 10.32 7/7/01 206,622
G. R. Rogliano
Services........................................ 20,000 3.5% 24.88 7/7/01 171,579
Minerals........................................ 12,000 4.7% 10.32 7/7/01 29,170
F. T. Lennon
Services........................................ 20,000 3.5% 24.88 7/7/01 171,579
Minerals........................................ 12,000 4.7% 10.32 7/7/01 29,170
J. B. Hartough
Services........................................ 20,000 3.5% 24.88 7/7/01 171,579
Minerals........................................ 12,000 4.7% 10.32 7/7/01 29,170
A. F. Reed
Services........................................ 15,000 2.6% 24.88 7/7/01 128,684
Minerals........................................ 12,000 4.7% 10.32 7/7/01 29,170
</TABLE>
- ------------
* Based on the Black-Scholes option pricing model and the following assumptions:
(i) projected annual dividend yield of .8% for Services Stock and 6.3% for
Minerals Stock; (ii) expected volatilities of .2703 for Services Stock and
.3834 for Minerals Stock; (iii) a risk-free interest rate of 6.25% for options
expiring 2001; and (iv) all options are exercised on the expiration date. All
values are discounted at a compound annual rate of 3% until vested to reflect
risk of forfeiture. The actual value an executive officer may receive depends
on market prices for Services Stock and Minerals Stock, and there can be no
assurance that the amounts reflected in the Grant Date Present Value column
will actually be realized. No gain to an executive officer is possible without
an appreciation in stock value, which will benefit all shareholders
commensurately.
6
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The following table sets forth information concerning the exercise of options
during 1995 and unexercised options held at the end of such year.
AGGREGATED OPTION EXERCISES IN 1995
AND YEAR-END OPTION VALUES
STOCK OPTIONS
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
SHARES DECEMBER 31, 1995 DECEMBER 31, 1995
ACQUIRED ON VALUE ---------------------------- ----------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
J. C. Farrell
Services..................... -0- $ -- 221,800 150,000 $ 3,274,792 $ 736,999
Minerals..................... -0- -- 68,360 119,000 26,562 302,600
G. R. Rogliano
Services..................... 44,250 562,993 19,250 38,000 81,263 163,400
Minerals..................... -0- -- 5,250 17,000 -0- 42,720
F. T. Lennon
Services..................... 1,500 25,275 54,500 36,000 749,335 159,399
Minerals..................... -0- -- 11,700 16,000 5,578 42,720
J. B. Hartough
Services..................... -0- -- 38,500 36,000 438,275 159,399
Minerals..................... -0- -- 10,500 16,000 1,000 42,720
A. F. Reed
Services..................... -0- -- 4,939 25,000 87,641 140,850
Minerals..................... -0- -- -0- 15,000 -0- 42,720
</TABLE>
PENSION-RETIREMENT PLAN
The Company maintains a noncontributory Pension-Retirement Plan (the
'Pension Plan') covering, generally, full-time employees of the Company and
participating subsidiaries who are not covered by a collective bargaining
agreement. The Pension Plan provides that an eligible employee upon retirement
at age 65 will receive an annual benefit equivalent to 2.1% of average salary
for his or her 36 consecutive months of highest earnings multiplied by the
number of years of service not to exceed 25 years, plus 1% of such average
salary multiplied by the number of years of service in excess of 25 years, less
0.55% of the average Social Security taxable wage base for the relevant period
provided in the Pension Plan multiplied by his or her years of service not to
exceed 35. Salary under the Pension Plan means regular compensation, including
commissions, bonuses, overtime and premium pay but excluding any living or other
expense allowances. An eligible employee who has completed ten years of Vesting
Service may retire at any time after reaching his or her 55th birthday and
become entitled to receive an actuarially reduced pension. Employees may elect
to have their annual pension benefits paid in the form of a straight life
annuity, joint and survivor annuity or period certain annuity. The Pension Plan
also provides certain disability retirement benefits and death benefits. Accrued
Plan benefits are vested upon employees' completion of five years of Vesting
Service. The Code limits the amount of pensions which may be paid under federal
income tax qualified plans. The Company's Board of Directors has adopted a
Pension Equalization Plan under which the Company will make additional payments
so that the total amount received by each person affected by the Code
limitations is the same as would otherwise have been received under the Pension
Plan. The Company has reserved the right to terminate or amend the Pension Plan
or the Pension Equalization Plan at any time.
The table below illustrates the estimated annual benefits payable upon
retirement at age 65 under the Pension and Pension Equalization Plans to
officers and other eligible employees in various classifications as to average
salary and years of service. The table does not reflect reductions on account of
the Social Security taxable wage base referred to above.
7
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PENSION PLAN TABLE
<TABLE>
<CAPTION>
ESTIMATED ANNUAL PENSION
AVERAGE ANNUAL SALARY PAYABLE BASED ON SERVICES OF:
DURING 36 MONTHS ------------------------------------------------------------
OF HIGHEST PAY 10 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS
- --------------------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$ 200,000 $ 42,000 $ 63,000 $ 84,000 $105,000 $115,000
300,000 63,000 94,500 126,000 157,500 172,500
500,000 105,000 157,500 210,000 262,500 287,500
700,000 147,000 220,500 294,000 367,500 402,500
900,000 189,000 283,500 378,000 472,500 517,500
1,000,000 210,000 315,000 420,000 525,000 575,000
</TABLE>
Such amounts are based on the assumption that the employee will be in the
Company's employ until normal retirement date (age 65), that the Pension and
Pension Equalization Plans will continue in effect without change and that
payments will be made on a straight life annuity basis. The Pension and Pension
Equalization Plans give effect to the full amount of earnings shown under the
salary and bonus columns of the Summary Compensation Table. At December 31,
1995, the executive officers named in such Table had been credited under the
Pension Plan with the following years of service: Mr. Farrell, 12 years; Mr.
Rogliano, 12 years; Mr. Lennon, 19 years; Mr. Hartough, 9 years; and Mr. Reed, 9
years. Mr. Farrell is also entitled to certain supplemental pension benefits
under an agreement with him. Such supplemental pension benefits are calculated
on the basis of the Company's Pension Plan but with effect being given to
periods of up to 20 years of certain prior employment and with a reduction in
such benefits to reflect any pension payable under the Company's Plan and under
the plan covering such prior employment. The effect of this agreement is to
increase the years of credited service as of December 31, 1995, for Mr. Farrell
to 28 years of service.
EMPLOYMENT AGREEMENTS
The Company has entered into an employment agreement with Mr. Farrell,
effective May 1, 1996, extending through September 30, 2000. The agreement
provides for a minimum annual salary of $525,000. On March 9, 1995, the
Compensation and Benefits Committee approved an increase, effective April 1,
1995, to Mr. Farrell's annual salary from $475,000 to $525,000. Mr. Farrell's
agreement also provides for a termination payment in the event of termination of
employment for reasons other than Due Cause (as defined in the agreement). Such
termination payment would be a lump sum cash payment equal to the sum of (i) the
annual salary in effect prior to termination, multiplied by a fraction (the
'Remaining Term Multiplier'), the numerator of which is the number of months in
the remaining term of the agreement and the denominator of which is twelve, (ii)
the last annual bonus actually paid, multiplied by the Remaining Term Multiplier
and (iii) a reasonable sum reflecting the economic equivalent of participation
in all applicable employee benefit programs of the Company for the remaining
term of the agreement. The Remaining Term Multiplier may not be less than 1.5.
The employment agreement also entitles Mr. Farrell to participate in the
Company's management and other employee benefit plans, to receive supplemental
pension and disability benefits and, in the event of termination of employment
for disability or early retirement after April 30, 1996, to be deemed eligible
for early retiree medical coverage under the Company's Comprehensive Medical
Expense Benefits Plan regardless of age and years of service.
CHANGE IN CONTROL ARRANGEMENTS
In 1984 the Board approved the original employment agreement described
above with Mr. Farrell, as an inducement for him to accept employment with the
Company. At the same time the Board approved a supplemental employment agreement
with him, providing for continuation of employment after a 'change in control'
(as defined) of the Company, but not beyond age 65, at an annual salary equal to
his annual salary in effect on the date of the commencement of his employment in
1984 plus his first annual discretionary bonus, the aggregate of the two being
annually indexed from such commencement date, in the case of salary, and from
the date of payment, in the case of the bonus, by the following formula: the
higher of (i) 10% or (ii) 80% of the percentage change in the Consumer Price
Index. Under the supplemental employment agreement Mr. Farrell is entitled to
continue to
8
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<PAGE>
participate in all management and employee benefit plans, to accrue pension
benefits and, in the event of termination of employment, to receive a cash
payment equivalent to the value of all unexercised stock options (whether or not
then exercisable). Mr. Farrell has agreed to remain in the Company's employ
during the term of his supplemental agreement. In case of termination of
employment, Mr. Farrell is under no duty to mitigate damages, and remuneration
received from other sources cannot be offset against the Company's obligations
under the supplemental employment agreement.
The Company has entered into change in control employment agreements with
Messrs. Hartough, Lennon, Reed and Rogliano. In these agreements Messrs.
Hartough, Lennon, Reed and Rogliano agree to remain in the employ of the Company
for a specified term after a 'change in control' (as defined). In the agreements
initial aggregate cash compensation is determined on the basis of salary and
bonus levels paid when the agreement takes effect. In general, the Company may
terminate the employee's employment for 'cause,' and, in the case of the
agreements with Messrs. Lennon, Reed and Rogliano, the employee may terminate
his employment for 'good reason,' which includes an overall reduction in
authority or responsibility or a requirement to change base location. In case of
termination for 'good reason,' the employee is, in substance, entitled to
receive an amount equal to his compensation for the remaining term of his
agreement or, in certain cases, a discounted lump-sum payment.
In case a 'change in control' should occur, for example on July 1, 1996,
the terms of the change in control employment agreements would be as follows:
Mr. Farrell, 51 months; and Messrs. Hartough, Lennon, Reed and Rogliano, 36
months.
Not later than 90 days following a change in control, the Company is
obligated to contribute an amount in cash to a trust established between the
Company and The Chase Manhattan Bank (National Association). Such amount must be
sufficient to provide the benefits to which (a) participants under the Pension
Equalization Plan and the Retirement Plan for Non-Employee Directors (the
'Plans') and (b) employees covered under certain employment contracts, including
Mr. Farrell, are entitled pursuant to the terms of the Plans and employment
contracts as in effect on the date of the change in control. The assets of the
trust will be subject to the claims of the Company's general creditors in the
event of the Company's insolvency.
COMPLIANCE WITH SECTION 16(a)
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and any persons who own more than 10% of a
registered class of the Company's equity securities, to file with the Securities
and Exchange Commission and the New York Stock Exchange reports of ownership and
changes in ownership of Common Stock and other equity securities of the Company.
Officers, directors and greater than 10% shareholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file. Based solely on a review of the copies of such reports furnished to the
Company or written representations that no other reports were required, the
Company believes that, during 1995, all filing requirements applicable to its
officers, directors and greater than 10% beneficial owners were complied with.
REPORT OF COMPENSATION AND BENEFITS COMMITTEE
The Compensation and Benefits Committee of the Board of Directors (the
'Compensation Committee') is responsible for establishing and reviewing policies
governing salaries, incentive compensation, and the terms and conditions of
employment of executive officers of the Company. The policies of the
Compensation Committee applicable to the compensation of executive officers are
described below.
The Compensation Committee has established an overall compensation program
to attract, retain and motivate executive officers and to enhance their
incentive to perform at the highest level and contribute significantly to the
Company's success. Recognizing the desirability of tying the compensation of
executive officers to performance and of aligning their interests closely to the
long-term interests of the Company and its shareholders, the Compensation
Committee has determined that a significant part of the compensation of
executive officers should be paid in the form of annual incentive payments under
the Key Employees Incentive Plan and stock option grants.
9
<PAGE>
<PAGE>
The Compensation Committee has from time to time engaged a recognized
consultant in the executive compensation field to review and confirm the
appropriateness of the Company's salary, annual bonus and long-term incentive
programs for executive officers. Cash compensation is paid to executive officers
in the form of salaries generally targeted at or near the 50th percentile, and
annual incentive payments under the Key Employees Incentive Plan. In
collaboration with that consultant, the Compensation Committee has developed a
policy to make available to executive officers annual incentive payments based
on individual and Company performance which, when coupled with salary, provides
executive officers the opportunity to earn annual cash compensation above the
50th percentile for comparable positions in companies of similar size across all
industries from whom the Company seeks to attract executive officers.
The Compensation Committee periodically reviews the salaries of executive
officers in light of competitive standards and the Compensation Committee's
evaluation of their individual performance and makes such adjustments as are
appropriate. Each year the Compensation Committee prescribes target cash
incentive awards for executive officers under the Key Employees Incentive Plan.
Such target incentives are indicative of the incentive payment that an executive
officer might expect to receive for such year based upon a strong performance by
the individual executive officer in achieving established individual objectives,
by his operating or staff unit, and the overall performance of the Company or
relevant operating group. For purposes of calculating actual awards under such
guidelines, individual performance is given a weight factor of 50%, and unit and
the Company or relevant operating group performance are each given weight
factors of 25%.
Under the policy and administrative guidelines adopted by the Compensation
Committee for 1995, the Chief Executive Officer of the Company (the 'CEO') had a
target cash incentive award of 50% of salary based on full performance by the
Company and by him individually. Based on such guidelines, the CEO's actual
award could have ranged from 0 to 100% of salary, depending on his performance
rating and that of the Company as determined by the Compensation Committee and
approved by the Board. The Committee recommended and the Board approved an
annual incentive payment of $525,000 or 100% of salary for the CEO for 1995
after considering the following quantitative and qualitative measures of the
Company's performance in 1995: (i) estimated actual earnings and cash flow on a
consolidated basis; (ii) estimated actual operating earnings and cash flow of
each reportable business segment; (iii) the employee safety performance of each
segment; (iv) the achievement of record earnings for each of Brink's Home
Security, Inc. and Brink's, Incorporated; (v) the achievement of record revenues
for each of Brink's, Incorporated, Brink's Home Security, Inc. and Burlington
Air Express Inc.; and (vi) the ratings provided for each business unit. In
evaluating the performance of each business segment and the Company as a whole,
the Committee took into account as additional factors and criteria: pricing and
market conditions affecting each business segment; the effect of the world
economy on such businesses; comparative performance of the Company's
competitors; productivity and cost containment measures successfully carried
out; progress of management development and employee relations efforts; and the
quality of strategic planning and communications with external constituencies.
The Committee's evaluation of the CEO's performance was based not only on
the measures of the Company's performance and the other factors and criteria
described above but also on the Committee's good faith business judgement of the
CEO's performance as it related to results in 1995 and the long-term positioning
of the Company. The Compensation Committee did not attach specific weights to
the foregoing factors, but in general the Committee attached more significance
to earnings results than the other factors.
In 1995 the Compensation Committee made stock option grants totaling
175,000 shares of Services Stock and 133,000 shares of Minerals Stock to the
executive officers of the Company. The Committee's intent in making these grants
was to raise the level of executive stock ownership and to further align the
interests of management and shareholders. Because the 1995 stock options were
granted with exercise prices equal to 100% of market value on the date of grant,
executive officers will benefit from such stock option grants only to the extent
the Company's stock price appreciates above the exercise price at the time such
options become exercisable. In addition, since such options generally 'vest'
only after a period of three years from the date of grant, they enhance the
ability of the Company to retain
10
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<PAGE>
executive officers while encouraging such officers to take a longer term view in
their decisions impacting the Company. Stock options, therefore, tie the
compensation of executive officers directly to the long-term performance of the
Company.
The Compensation Committee believes that reasonable post-takeover
employment arrangements are often an essential aspect of the terms of employment
of executive officers. The Committee also recognizes the importance to the
Company of retaining its executive officers during and after the disruption
typically provoked by a takeover offer (whether or not ultimately successful).
The Company is party to a 'change in control' employment agreement with each of
its executive officers, and the Compensation Committee is firmly of the view
that the Company and its shareholders have benefitted from the relatively modest
protection which such agreements afford to its executive officers. The Company
also has entered into a renewal of an employment agreement with Mr. Farrell. The
Compensation Committee believes that these employment agreements provide
reasonable compensation arrangements and give the Company a high degree of
management stability during a period of economic change.
The Omnibus Budget Reconciliation Act of 1993 contained a new Internal
Revenue Code Section 162(m)(1) which disallows a tax deduction for any publicly
held corporation for remuneration exceeding $1 million in any taxable year for
chief executive officers and certain other executive officers, except for
remuneration paid under qualifying 'performance based' plans. In 1995 the
Company's shareholders approved amendments to the 1988 Stock Option Plan which
qualify the grant of options under such Plan under Section 162(m). The Committee
will continue to evaluate the impact of the Section 162(m)(1) limitations on an
ongoing basis in light of final regulations and future events with an objective
of achieving deductibility to the extent appropriate.
Robert H. Spilman, Chairman
Roger G. Ackerman
Mark J. Anton
Adam H. Zimmerman
11
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PERFORMANCE GRAPHS
The following graphs show a five-year comparison of cumulative total
returns for each class of the Company's Common Stock outstanding since January
1, 1990, through December 31, 1995, the S&P 500 Index, the S&P Transportation
Index, an index of peer services companies (the 'Services Index') selected by
the Company, an index of peer minerals companies (the 'Minerals Index') selected
by the Company, and a composite index of peer companies (the 'Composite Peer
Group Index') selected by the Company.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN AMONG
THE PITTSTON COMPANY, THE S&P 500 INDEX
AND THE COMPOSITE PEER GROUP INDEX(1)
(FISCAL YEAR ENDING DECEMBER 31)
[INSERT PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
1990 1991 1992 7/6/93 12/31/93 1994 1995
<S> <C> <C> <C> <C> <C> <C> <C>
The Pittston Company 100 89 80 99 186 173 190
S&P 500 Index 100 131 141 144 154 157 215
Composite Peer Index 100 130 149 135 180 160 190
</TABLE>
- ---------------
(1) On July 26, 1993, the Company's shareholders approved the Services Stock
Proposal under which the Company reclassified its former single class of
common stock by redesignating it as Pittston Services Group Common Stock and
distributing a second class of common stock designated as Pittston Minerals
Group Common Stock on the basis of one fifth of one share of such Stock for
each share of the Company's former common stock held by shareholders of
record on July 26, 1993. For the line designated as 'The Pittston Company'
the graph depicts the cumulative return on $100 invested in the Company's
former single class of common stock from January 1, 1990, through July 5,
1993 (the last trading day prior to the commencement of trading in the
Services Stock and the Minerals Stock). Since July 6, 1993 (the date of
commencement of trading in the Services Stock and the Minerals Stock) the
graph depicts the cumulative return on a capitalization-weighted combination
of Services Stock and Minerals Stock. For the S&P 500 Index and the
Composite Peer Group Index, cumulative returns are measured on an annual
basis for the period from January 1, 1990 through July 5, 1993 and then from
July 6, 1993 through December 31, 1995, with the value of each index set to
$100 on January 1, 1990. Total return assumes reinvestment of dividends. The
returns of the component companies included in the Composite Peer Group
Index are weighted according to such company's market capitalization at the
beginning of each period. Companies in the Composite Peer Group Index are as
follows: Addington Resources, Inc.; Air Express International Corporation;
Consolidated Freightways, Inc.; Expeditors International Inc.; Federal
Express Corporation; Harper Group Inc.; MAPCO; Wackenhut Corporation (Class
A); and Westmoreland Coal Company.
12
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<PAGE>
COMPARISON OF CUMULATIVE TOTAL RETURN AMONG MINERALS GROUP COMMON STOCK,
SERVICES GROUP COMMON STOCK, THE S&P 500 INDEX, THE S&P TRANSPORTATION INDEX,
THE MINERALS PEER INDEX AND THE SERVICES PEER INDEX(2)
(FROM JULY 6, 1993 THROUGH DECEMBER 31, 1995)
[INSERT PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
7/6/93 12/31/93 1994 1995
<S> <C> <C> <C> <C>
Pittston Minerals 100 190 210 120
Pittston Services 100 187 169 204
S&P 500 Index 100 107 108 149
S&P Transportation Index 100 116 97 117
Minerals Peer Index 100 113 94 98
Services Peer Index 100 131 123 154
</TABLE>
- ---------------
(2) The graph depicts the cumulative return from July 6, 1993, the date of
commencement of trading in the Services Stock and the Minerals Stock,
through December 31, 1995, on $100 invested on that date in either Services
Stock, Minerals Stock, the Services Index, the Minerals Index, S&P 500 Index
or the S&P Transportation Index. Total return assumes reinvestment of
dividends.. The Services Index consists of a market capitalization-weighted
combination of the common stocks of Air Express International Corporation;
Consolidated Freightways, Inc.; Expeditors International Inc.; Federal
Express Corporation; Harper Group Inc; Wackenhut Corporation (Class A); ADT
Limited; and Borg Warner, Inc. The Minerals Index consists of a market
capitalization-weighted combination of the common stocks of Addington
Resources, Inc.; MAPCO; Ashland Coal Company; and Westmoreland Coal Company.
On January 18, 1996, the Company's shareholders approved the Brink's Stock
Proposal under which the Company reclassified its Services Stock by
redesignating it as Pittston Brink's Group Common Stock and distributed another
class of Common Stock designated as Pittston Burlington Group Common Stock on
the basis of one half of one share of such Stock for each share of the Company's
former Services Stock held by shareholders of record on January 19, 1996.
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PROPOSALS OF THE BOARD
The following proposals are expected to be presented to the meeting. With
respect to Proposals Nos. 1-3, all shares of Brink's Stock, Burlington Stock and
Minerals Stock will vote together as a single voting group. Each share will have
one vote except that each share of Minerals Stock will have 0.626 vote per
share.
PROPOSAL NO. 1 -- ELECTION OF DIRECTORS: in order to be elected, nominees
for director must receive a plurality of the votes cast by those present in
person or represented by proxy at the meeting and entitled to vote thereon.
Abstentions and shares held by a broker in 'street name' ('Broker Shares') that
are not voted in the election of directors will not be included in determining
the number of votes cast.
PROPOSAL NO. 2 -- APPROVAL OF THE SELECTION OF INDEPENDENT PUBLIC
ACCOUNTANTS: must receive more votes cast in favor of such proposal by holders
of the shares present in person or represented by proxy at the meeting and
entitled to vote thereon than votes cast in opposition to such proposal by such
holders. Abstentions and Brokers Shares that are not voted on Proposal No. 2
will not be counted in determining the number of votes cast.
PROPOSAL NO. 3 -- APPROVAL OF THE PITTSTON COMPANY DIRECTORS' STOCK
ACCUMULATION PLAN: must receive the affirmative vote of the holders of a
majority of shares present in person or represented by proxy at the meeting and
entitled to vote thereon. Abstentions and Broker Shares that are voted as to any
matter presented at the meeting, but not voted on Proposal No. 3, will be
counted as present but not voted and will have the same effect as votes cast in
opposition to such Proposal.
PROPOSAL NO. 4 -- APPROVAL OF AN AMENDMENT TO THE COMPANY'S RESTATED
ARTICLES OF INCORPORATION OF THE COMPANY: must receive the affirmative vote of
(1) holders of a majority of the outstanding shares of Brink's Stock, Burlington
Stock and Minerals Stock voting together as a single class; (2) holders of two
thirds of the outstanding shares of Minerals Stock voting as a single class; and
(3) beneficial owners of a majority of the outstanding shares of Preferred Stock
voting as a single class. Abstentions and Brokers Shares voted as to any matter
presented at the Meeting will be included in determining the number of votes
present or represented at the meeting. Broker Shares that are not voted on any
matter presented at the Meeting will not be included in determining the number
of shares present or represented at the Meeting and, together with abstentions,
will have the effect of a negative vote as to such matter.
14
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PROPOSAL NO. 1 -- ELECTION OF DIRECTORS
In accordance with the Company's charter and bylaws, the Board of Directors
is divided into three classes, with the term of office of one of the three
classes of directors expiring each year and with each class being elected for a
three-year term. Under the bylaws the number of directors that constitute the
entire Board is currently eleven.
The nominees for election as directors for three-year terms expiring in
1999 are: Mr. William F. Craig, Dr. Charles F. Haywood and Mr. Adam H.
Zimmerman.
The Board of Directors has no reason to believe that any of the nominees
are not available or will not serve if elected. If any of them should become
unavailable to serve as a director, full discretion is reserved to the persons
named as proxies to vote for such other persons as may be properly nominated.
Set forth below is information concerning the age, principal occupation and
employment during the past five years, other directorships and positions with
the Company of each nominee and director, and the year in which he first became
a director of the Company.
<TABLE>
<S> <C>
NOMINEES FOR ELECTION AS DIRECTORS FOR
A THREE-YEAR TERM EXPIRING IN 1999
[Photo] WILLIAM F. CRAIG, 64, is a private investor. He served as
Chairman of New Dartmouth Bank from 1991 to 1994 and served
as Chief Executive Officer of New Dartmouth Bank from 1991 to
1992. From 1976 until his retirement in 1989, he served
Shawmut Bank, N.A., and its parent, Shawmut Corporation, a
bank holding company, in various executive capacities, in-
cluding Vice Chairman. Mr. Craig has been a director of the
Company since 1974 and is Chairman of the Finance Committee
and a member of the Executive Committee and the Nominating
Committee.
[Photo] CHARLES F. HAYWOOD, 68, is National City Bank Professor of
Finance at the University of Kentucky. From 1990 to 1994 Dr.
Haywood was Director and Chief Economist, Center for Business
and Economic Research, and from 1989 to 1994 he was First
Kentucky National Professor of Finance, College of Business
and Economics, University of Kentucky. Dr. Haywood is also a
consultant in the fields of economics and financial analysis
for financial, nonfinancial and government organizations. Dr.
Haywood has been a director of the Company since 1980 and is
a member of the Executive Committee, the Audit and Ethics
Committee and the Nominating Committee.
</TABLE>
15
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<TABLE>
<S> <C>
[Photo] ADAM H. ZIMMERMAN, 69, retired as Chairman of the Board of
Noranda Forest Inc. in 1993 and as Vice Chairman of its
parent, Noranda Inc., a natural resource company, in 1992.
From 1958 until retirement, Mr. Zimmerman served Noranda Inc.
in various executive capacities, including President and
Chief Operating Officer from 1982 to 1987. From 1993 to 1994
Mr. Zimmerman was Chairman of the Board and a director of
Confederation Life Insurance Company. He is a director of
Battery Technologies Inc., Economic Investment Trust Limited,
MacMillan Bloedel Limited, Normerica Building Systems Inc.,
The Toronto-Dominion Bank and Southam Inc. Mr. Zimmerman has
been a director of the Company since 1987 and is Chairman of
the Nominating Committee and a member of the Executive
Committee and the Compensation and Benefits Committee.
CONTINUING DIRECTORS
[Photo] ROGER G. ACKERMAN, 57, is President and Chief Operating Officer
of Corning Incorporated, a company engaged in specialty
glass, ceramics, communications and consumer products
manufacturing and in laboratory services. He has served
Corning Incorporated in various engineering, sales and
management capacities since 1962, including Group President,
Specialty Materials Group from 1985 to 1990. He is a director
of Corning Incorporated, Corning International Corporation,
Dow Corning Corporation and Massachusetts Mutual Life
Insurance Company. Mr. Ackerman has been a director of the
Company since 1991 and is a member of the Executive
Committee, the Compensation and Benefits Committee and the
Pension Committee. His current term as a director of the
Company expires in 1997.
[Photo] MARK J. ANTON, 70, is a private investor. From 1983 until his
retirement in 1989 he served Quantum Chemical Corporation in
various executive capacities, including Executive Vice
President of Quantum Chemical Corporation and President of
its Suburban Propane Division. Mr. Anton has been a director
of the Company since 1977 and is Chairman of the Audit and
Ethics Committee and a member of the Executive Committee and
the Compensation and Benefits Committee. His current term as
a director of the Company expires in 1997.
</TABLE>
16
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<PAGE>
<TABLE>
<S> <C>
[Photo] JAMES R. BARKER, 60, is Chairman of The Interlake Steamship Co.
and Global Self Unloaders Inc. He is also Vice Chairman of
Mormac Marine Group, Inc. and Moran Towing Corp. Mr. Barker
was formerly Chairman of the Board of Moore McCormack Re-
sources, Inc., and Chairman of that company's operating
subsidiaries since April 1979. He was also Chief Executive
Officer of Moore McCormack Resources, Inc., from 1971 to
January 1987. In 1969 Mr. Barker co-founded a management
consulting firm, Temple, Barker & Sloane, Inc., and served in
the capacity of Executive Vice President. Mr. Barker is a
director of Eastern Enterprises and GTE Corporation. He is a
member of the Board of Trustees of Stamford Hospital and a
member of the Business Advisory Committee of the
Transportation Center at Northwestern University and the
Board of Visitors of Columbia University. Mr. Barker has been
a director of the Company since July 1993 and is a member of
the Executive Committee, the Finance Committee and the
Pension Committee. His current term as a director of the
Company expires in 1998.
[Photo] JAMES L. BROADHEAD, 60, is Chairman and Chief Executive Officer
of FPL Group, Inc., a public utility holding company. From
1989 to 1990 he served as President and Chief Executive
Officer of FPL Group, Inc., and from 1984 to 1988 he served
GTE Corporation, a telecommunications company, in various
executive capacities, including President of GTE's Telephone
Operating Group. He is a director of FPL Group, Inc. and its
subsidiary Florida Power & Light Company, Barnett Banks, Inc.
and Delta Air Lines, Inc. Mr. Broadhead has been a director
of the Company since 1983 and is a member of the Executive
Committee, the Nominating Committee and the Pension
Committee. His current term as a director of the Company
expires in 1998.
</TABLE>
17
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<PAGE>
<TABLE>
<S> <C>
[Photo] JOSEPH C. FARRELL, 60, is Chairman, President and Chief
Executive Officer of the Company and has served in that
capacity since October 1991. From July 1990 through September
1991, he served as President and Chief Operating Officer of
the Company, and from 1984 to 1990 he served as Executive
Vice President of the Company. Mr. Farrell also serves as
Chairman of the Board of Brink's, Incorporated, Brink's Home
Security, Inc. and, since February 1994, Burlington Air
Express Inc., all wholly owned subsidiaries of the Company.
He is also a director of TRINOVA Corporation. Mr. Farrell has
been a director of the Company since 1986 and is Chairman of
the Executive Committee. His current term as a director of
the Company expires in 1997.
[Photo] RONALD M. GROSS, 62, is Chairman, President and Chief Executive
Officer of Rayonier Inc., a global supplier of specialty
pulps, timber and wood products. Mr. Gross joined Rayonier in
1978 as President and Chief Operating Officer and became
Chief Executive Officer in 1981 and Chairman in 1984. He is a
director of Rayonier Inc. and Lukens Inc. Mr. Gross is on the
Executive Board of the Center for International Trade in
Forest Products at the University of Washington and is a
former member of the Investment Policy Advisory Committee of
the United States Trade Representative. Mr. Gross has been a
director of the Company since 1995 and is a member of the
Audit and Ethics Committee and the Finance Committee. His
current term as a director of the Company expires in 1998.
[Photo] DAVID L. MARSHALL, 57, is Vice Chairman of the Board of the
Company and has served in that capacity since July 1990. Mr.
Marshall served from 1984 to February 1994 as Chief Financial
Officer of the Company and from 1984 to 1990 as Executive
Vice President. From 1986 to February 1994 he served as
Chairman of the Board of Burlington Air Express Inc., and
from 1985 to July 1993 he served as Chairman of the Board of
Brink's, Incorporated, both wholly owned subsidiaries of the
Company. Mr. Marshall has been a director of the Company
since 1986 and is a member of the Executive Committee. His
current term as a director of the Company expires in 1998.
[Photo] ROBERT H. SPILMAN, 68, is Chairman and Chief Executive Officer
of Bassett Furniture Industries, Inc. He is Chairman of the
Board and a director of Jefferson-Pilot Corporation and its
subsidiary, Jefferson-Pilot Life Insurance Company, and is a
director of Dominion Resources, Inc., NationsBank
Corporation, TRINOVA Corporation and Virginia Electric &
Power Co. Mr. Spilman has been a director of the Company
since 1987 and is Chairman of the Compensation and Benefits
Committee and a member of the Executive Committee and the
Finance Committee. His current term as a director of the
Company expires in 1997.
</TABLE>
18
<PAGE>
<PAGE>
STOCK OWNERSHIP
Based in part on information furnished by each nominee, director and
executive officer named in the Summary Compensation Table, the number of shares
of each of the three classes of the Company's Common Stock beneficially owned by
them at January 31, 1996, was as follows:
<TABLE>
<CAPTION>
NAME OF INDIVIDUAL NUMBER OF SHARES
OR IDENTITY OF GROUP BENEFICIALLY OWNED (a) (b)
- -------------------- -----------------------------
<S> <C> <C>
R. G. Ackerman....................................... Brink's Stock 10,109
Burlington Stock 11,891
Minerals Stock 2,800
M. J. Anton.......................................... Brink's Stock 9,908
Burlington Stock 11,793
Minerals Stock 2,760
J. R. Barker......................................... Brink's Stock 10,110
Burlington Stock 11,887
Minerals Stock 2,800
J. L. Broadhead...................................... Brink's Stock 10,108
Burlington Stock 11,893
Minerals Stock 2,800
W. F. Craig.......................................... Brink's Stock 10,159
Burlington Stock 11,918
Minerals Stock 2,810
J. C. Farrell........................................ Brink's Stock 278,704 (c)(e)
Burlington Stock 255,960 (c)(e)
Minerals Stock 107,381 (c)(e)
R. M. Gross.......................................... Brink's Stock 3,036
Burlington Stock 3,797
Minerals Stock 866
J. B. Hartough....................................... Brink's Stock 35,594 (c)(d)(e)
Burlington Stock 38,036 (c)(d)(e)
Minerals Stock 16,404 (c)(d)(e)(f)
C. F. Haywood........................................ Brink's Stock 8,006
Burlington Stock 9,264
Minerals Stock 2,200
F. T. Lennon......................................... Brink's Stock 49,073 (c)(d)(e)
Burlington Stock 53,187 (c)(d)(e)
Minerals Stock 14,976 (c)(d)(e)
D. L. Marshall....................................... Brink's Stock 37,428 (c)(e)
Burlington Stock 41,093 (c)(e)
Minerals Stock 8,648 (c)(e)
A. F. Reed........................................... Brink's Stock 7,553 (c)(d)(e)(g)
Burlington Stock 6,362 (c)(d)(e)(g)
Minerals Stock 3,953 (c)(d)(e)(g)
G. R. Rogliano....................................... Brink's Stock 28,697 (c)(e)(h)
Burlington Stock 26,567 (c)(e)(h)
Minerals Stock 13,248 (c)(e)(h)
R. H. Spilman........................................ Brink's Stock 10,108
Burlington Stock 11,893
Minerals Stock 2,800
A. H. Zimmerman...................................... Brink's Stock 12,108
Burlington Stock 12,893
Minerals Stock 3,200
</TABLE>
(table continued on next page)
19
<PAGE>
<PAGE>
(table continued from previous page)
<TABLE>
<CAPTION>
NAME OF INDIVIDUAL NUMBER OF SHARES
OR IDENTITY OF GROUP BENEFICIALLY OWNED (a) (b)
- -------------------- -----------------------------
<S> <C> <C>
15 nominees, directors and executive officers as a
group.............................................. Brink's Stock 520,701(i)
Burlington Stock 518,434(i)
Minerals Stock 187,646(i)
</TABLE>
(a) Except as otherwise noted, the named individuals have sole voting and
investment power with respect to such shares. None of such individuals
beneficially owns more than approximately .94% of any class of the
Company's outstanding Common Stock. None of such individuals owns any of
the Company's $31.25 Series C Cumulative Convertible Preferred Stock or the
depositary shares relating thereto.
(b) Includes shares which could be acquired within 60 days after January 31,
1996, upon the exercise of options granted pursuant to the Company's stock
option plans, as follows:
<TABLE>
<S> <C> <C>
Mr. Ackerman......................................... Brink's Shares 9,109
Burlington Shares 11,391
Minerals Shares 2,600
Mr. Barker........................................... Brink's Shares 9,110
Burlington Shares 11,387
Minerals Shares 2,600
Mr. Farrell.......................................... Brink's Shares 155,389
Burlington Shares 194,355
Minerals Shares 68,360
Mr. Gross............................................ Brink's Shares 3,036
Burlington Shares 3,797
Minerals Shares 866
Mr. Hartough......................................... Brink's Shares 26,971
Burlington Shares 33,742
Minerals Shares 10,500
Dr. Haywood.......................................... Brink's Shares 7,006
Burlington Shares 8,764
Minerals Shares 2,000
Mr. Lennon........................................... Brink's Shares 38,181
Burlington Shares 47,759
Minerals Shares 11,700
Mr. Marshall......................................... Brink's Shares 29,765
Burlington Shares 37,263
Minerals Shares 8,000
Mr. Reed............................................. Brink's Shares 3,460
Burlington Shares 4,328
Minerals Shares -0-
Mr. Rogliano......................................... Brink's Shares 13,482
Burlington Shares 16,877
Minerals Shares 5,250
Each of Messrs. Anton, Broadhead, Craig, Spilman and
Zimmerman.......................................... Brink's Shares 9,108
Burlington Shares 11,393
Minerals Shares 2,600
All nominees, directors and executive officers as a
group (15 persons)................................. Brink's Shares 341,049
Burlington Shares 426,628
Minerals Shares 124,876
</TABLE>
(c) Includes units representing shares, rounded to the nearest whole unit,
credited to respective accounts under the Company's Key Employees' Deferred
Compensation Program with respect to all fiscal years ended on or prior to
January 31, 1996, as follows:
<TABLE>
<S> <C> <C>
Mr. Farrell.......................................... Brink's Units 29,661
Burlington Units 14,830
Minerals Units 21,538
Mr. Hartough......................................... Brink's Units 4,177
Burlington Units 2,089
Minerals Units 4,873
Mr. Lennon........................................... Brink's Units 4,650
Burlington Units 2,325
Minerals Units 1,385
Mr. Marshall......................................... Brink's Units 5,276
Burlington Units 2,638
Minerals Units 577
</TABLE>
(table continued on next page)
20
<PAGE>
<PAGE>
(table continued from previous page)
<TABLE>
<CAPTION>
NAME OF INDIVIDUAL NUMBER OF SHARES
OR IDENTITY OF GROUP BENEFICIALLY OWNED (a) (b)
- -------------------- -----------------------------
<S> <C> <C>
Mr. Reed............................................. Brink's Units 1,851
Burlington Units 925
Minerals Units 1,118
Mr. Rogliano......................................... Brink's Units 5,658
Burlington Units 2,829
Minerals Units 2,467
</TABLE>
Non-employee directors do not participate in the Company's Key Employees'
Deferred Compensation Program.
(d) Includes shares, rounded to the nearest whole share, held in nominee name
under the Company's 1994 Employee Stock Purchase Plan at January 31, 1996,
as follows:
<TABLE>
<S> <C> <C>
Mr. Hartough......................................... Brink's Shares 857
Burlington Shares 428
Minerals Shares 19
Mr. Lennon........................................... Brink's Shares 653
Burlington Shares 326
Minerals Shares 679
Mr. Reed............................................. Brink's Shares 506
Burlington Shares 253
Minerals Shares 431
</TABLE>
Non-employee directors do not participate in the Company's 1994 Employee
Stock Purchase Plan.
(e) Includes shares, rounded to the nearest whole share, held by the trustee
under the Company's Savings-Investment Plan at January 31, 1996, as
follows:
<TABLE>
<S> <C> <C>
Mr. Farrell.......................................... Brink's Shares 7,654
Burlington Shares 3,775
Minerals Shares 1,683
Mr. Hartough......................................... Brink's Shares 2,589
Burlington Shares 1,277
Minerals Shares 612
Mr. Lennon........................................... Brink's Shares 2,589
Burlington Shares 1,277
Minerals Shares 612
Mr. Marshall......................................... Brink's Shares 245
Burlington Shares 121
Minerals Shares 71
Mr. Reed............................................. Brink's Shares 1,736
Burlington Shares 856
Minerals Shares 404
Mr. Rogliano......................................... Brink's Shares 557
Burlington Shares 2,361
Minerals Shares 1,531
</TABLE>
Non-employee directors do not participate in the Company's
Savings-Investment Plan.
(f) Includes 400 Minerals Shares held by Mr. Hartough's daughters, for which he
is custodian.
(g) Mr. Reed shares voting power with his spouse with respect to 1,000 Brink's
Shares, 500 Burlington Shares and 400 Minerals shares.
(h) Mr. Rogliano shares voting power with his spouse with respect to 4,000
Brink's Shares, 2,000 Burlington Shares and 9,000 Minerals shares.
(i) See notes (a) through (h) above. The total number represents approximately
1% of the Company's outstanding Brink's Stock, 2% of the Company's
outstanding Burlington Stock and 2% of the Company's outstanding Minerals
Stock at January 31, 1996.
21
<PAGE>
<PAGE>
The following table sets forth the only persons known to the Company to be
deemed a beneficial owner of more than five percent of any class of the
Company's outstanding Common Stock at December 31, 1995:
<TABLE>
<CAPTION>
SHARES
NAME AND ADDRESS OF BENEFICIALLY PERCENT
BENEFICIAL OWNER OWNED OF CLASS
------------------- ------------------------------- --------
<S> <C> <C> <C>
American Express Company
American Express Tower
World Financial Center
New York, NY 10285
American Express Financial Corporation
IDS Tower 10
Minneapolis, MN 55440................................ Minerals Stock 495,263(a) 5.84%
Boston Partners Asset Management, L.P.
Boston Partners, Inc.
One Financial Center
Boston, MA 02111..................................... Services Stock 2,701,592(b) 6.5%
The Chase Manhattan Bank (National
Association), as Trustee under
The Pittston Company Employee
Benefits Trust Agreement
Chase Metrotech Center Services Stock 3,610,610(c) 8.7%
Brooklyn, NY 11245................................... Minerals Stock 623,703(c) 7.4%
Mellon Bank Corporation
Boston Safe Deposit and Trust Company
Mellon Bank, N.A.
Franklin Portfolio Associates Trust
Mellon Capital Management Corporation
Mellon Equity Associates
The Boston Company Advisors, Inc.
The Boston Company Asset Management, Inc.
One Mellon Bank Center
Pittsburgh, PA 15258................................. Services Stock 2,114,000(d) 5.06%
Mercury Asset Management plc
Mercury Fund Managers Limited
33 King William Street
London, EC4R 9AS, England............................ Minerals Stock 532,300(e) 6.33%
Norwest Corporation
Norwest Center
Sixth and Marquette
Minneapolis, MN 55479-1026
Norwest Colorado, Inc.
Norwest Bank Building
1740 Broadway
Denver, CO 80274-8620
Norwest Bank Colorado,
National Association
1740 Broadway
Denver, CO 80274-8677................................ Minerals Stock 1,125,652(f) 13.40%
T. Rowe Price Associates, Inc.
T. Rowe Price New Era Fund, Inc.
100 E. Pratt Street
Baltimore, MD 21202.................................. Minerals Stock 486,300(g) 5.70%
</TABLE>
- ------------
(a) According to a report on Schedule 13G dated December 31, 1995, filed with
the Securities and Exchange Commission by American Express Financial
Corporation (an investment adviser registered under the Investment Advisers
Act of 1940) on behalf of itself and its parent holding company, American
Express Company, such entities had sole voting power over no shares of
Minerals Stock, shared voting power over 495,263 shares of Minerals Stock,
sole dispositive power over no shares of Minerals Stock and shared
dispositive power over 495,263 shares of Minerals Stock.
(b) According to a report on Schedule 13G dated February 12, 1996, filed with
the Securities and Exchange Commission by Boston Partners Asset Management,
L.P. ('BPAM') on behalf of itself; its sole general partner, Boston
Partners, Inc.; and the principal stockholder of Boston Partners, Inc., Mr.
Desmond John Heathwood, BPAM had through such entities sole voting
22
<PAGE>
<PAGE>
power over no shares of Services Stock, shared voting power over 2,701,592
shares of Services Stock, sole dispositive power over no shares of Services
Stock and shared dispositive power over 2,701,592 shares of Services Stock.
In the report BPAM, Boston Partners and Mr. Heathwood expressly disclaimed
membership in a 'group' as defined in Rule 13d-1(b)(ii)(H). In the report
Boston Partners Inc. and Mr. Heathwood disclaimed beneficial ownership.
(c) According to a report on Schedule 13D, dated December 7, 1992, filed with
the Securities and Exchange Commission, The Chase Manhattan Bank (National
Association), as Trustee (the 'Trustee') under The Pittston Company
Employee Benefits Trust Agreement, as amended (the 'Trust Agreement'), has
shared voting power and shared dispositive power over the shares. The
Company and the Trustee entered into the Trust Agreement and created The
Pittston Company Employee Benefits Trust in December 1992 to provide for
the satisfaction of certain obligations of the Company and its affiliates
under various employee benefit plans of the Company, particularly those
providing for the acquisition by employees of shares of Common Stock. The
Trust Agreement provides that shares held by the Trustee shall be voted in
the same proportion and manner as shares of Common Stock held in accounts
of participants in the Company's Savings-Investment Plan (the 'SIP') and
also provides for a similar procedure in the case of a tender or exchange
offer for shares of Common Stock. Such participants direct the voting or
tender of shares held in their SIP accounts. In the report the Trustee
disclaimed beneficial ownership.
(d) According to a report on Schedule 13D dated February 2, 1995, filed with
the Securities and Exchange Commission by Mellon Bank Corporation and its
subsidiaries, Boston Safe Deposit and Trust Company, Mellon Bank, N.A.,
Franklin Portfolio Associates Trust, Mellon Capital Management Corporation,
Mellon Equity Associates, The Boston Company Advisors, Inc. and The Boston
Company Asset Management, Inc., such entities had sole voting power over
1,450,000 shares of Services Stock, shared voting power over no shares of
Services Stock, sole dispositive power over 1,831,000 shares of Services
Stock and shared dispositive power over 283,000 shares of Services Stock.
In the report, Mellon Bank disclaimed beneficial ownership.
(e) According to a report on Schedule 13D-1 dated February 1, 1996, filed with
the Securities and Exchange Commission by Mercury Asset Management plc, a
wholly owned subsidiary of Mercury Asset Management Group plc, such
corporations had sole voting power over no shares of Minerals Stock, shared
voting power over no shares of Minerals Stock, sole dispositive power over
532,300 shares of Minerals Stock and shared dispositive power over no
shares of Minerals Stock. In the report Mercury Asset Management plc
disclaimed beneficial ownership.
(f) According to a report on Schedule 13G dated January 25, 1996, filed with
the Securities and Exchange Commission by Norwest Corporation on behalf of
itself; its direct subsidiary, Norwest Colorado, Inc.; and its indirect
subsidiary, Norwest Bank Colorado, National Association, Norwest
Corporation had through such subsidiaries sole voting power over 947,612
shares of Minerals Stock, shared voting power over 60 shares of Minerals
Stock, sole dispositive power over 1,125,452 shares of Minerals Stock and
shared dispositive power over 40 shares of Minerals Stock. In the report
Norwest Corporation and its subsidiaries disclaimed beneficial ownership.
(g) According to a report on Schedule 13G dated February 14, 1996 filed with
the Securities and Exchange Commission by T. Rowe Price Associates, Inc.
(an investment adviser registered under the Investment Advisers Act of
1940), T. Rowe Price Associates, Inc. had sole voting power over 65,000
shares of Minerals Stock, shared voting power over no shares of Minerals
Stock, sole dispositive power over 486,300 shares of Minerals Stock and
shared dispositive power over no shares of Minerals Stock T. Rowe Price
Associates, Inc. disclaimed beneficial ownership.
PROPOSAL NO. 2 -- APPROVAL OF THE SELECTION OF
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of the Company has, subject to shareholder approval,
selected KPMG Peat Marwick LLP as the Company's independent public accountants
for the year 1996 and recommends approval of such selection by the shareholders.
KPMG Peat Marwick LLP served in this capacity for the year 1995. One or more
representatives of KPMG Peat Marwick LLP are expected to attend the annual
meeting and will have the opportunity to make a statement if they desire to do
so and will be available to respond to appropriate questions.
RECOMMENDATION OF THE BOARD
THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE
FOR THE APPROVAL OF THE AUDITORS.
--------------------
PROPOSAL NO. 3 -- APPROVAL OF THE PITTSTON COMPANY
DIRECTORS' STOCK ACCUMULATION PLAN
On February 2, 1996, the Board adopted The Pittston Company Directors'
Stock Accumulation Plan (the 'Plan') subject to the approval of the shareholders
of the Company. The Plan is designed to promote the interests of the Company and
its shareholders by linking the personal interests of non-employee directors to
those of the Company's shareholders. The Plan, if approved by the shareholders,
will replace the Pittston Retirement Plan for Non-Employee Directors
('Retirement Plan') which will be terminated with respect to active non-employee
directors as of May 31, 1996.
The following summary of the Plan is qualified in its entirety by reference
to the text of the Plan which is attached to this proxy as Exhibit A.
23
<PAGE>
<PAGE>
Eligibility. The Plan will cover all non-employee directors of the Company
as of June 1, 1996 (its effective date). There will be nine non-employee
directors participating in the Plan on such date. Thereafter, a newly elected
non-employee director will be eligible to participate as of the date on which he
or she becomes a director.
Allocations. As of June 1, 1996, each participant will have an initial
allocation allocated to his or her account equal to the present value of each
participant's accrued benefit under the Retirement Plan determined as of May 31,
1996, by the actuary for the Retirement Plan. As of June 3, 1996, such amount
will be converted into Brink's units ('Brink's Units'), Burlington units
('Burlington Units') and Minerals Units ('Mineral Units') (collectively,
'Units') in the proportions of 50%, 30% and 20%, respectively. The number of
Units shall be determined by dividing the portion of the initial allocation to
be allocated to each class of Units by the average of the high and low per share
market price of the relevant class of stock as reported on the New York Stock
Exchange Composite Transaction Tape for such date. Each Unit will be the
equivalent of one share of Brink's Stock, Burlington Stock or Minerals Stock
(collectively 'Common Stock').
As of June 1, 1997, and as of each subsequent June 1, each participant
shall be entitled to an additional number of units allocated to his or her
account equal in amount to (a) 50% of the annual retainer in effect on such June
1 if he or she has accrued less than eight years of service ('Years of Service')
as of such date or (b) 25% of such annual retainer if he or she has accrued
eight or more Years of Service, divided by the applicable stock prices for such
date. A Year of Service is defined as each consecutive 12-month period of
service as a non-employee director including periods prior to June 1, 1996. Such
amount shall be converted into Units as of such June 1, in the proportions and
in the manner described in the preceding paragraph.
In the event of an increase in a participant's annual retainer, the number
of Units in each participant's account shall be multiplied by the ratio of the
amount of the annual retainer after the increase to the amount of such retainer
immediately prior to the increase. Currently, the annual retainer for a
non-employee director is $18,000.
Dividends or Distributions on Allocated Units. Whenever the Company pays a
dividend in cash or property, each participant's account will be credited with
additional Units (of the class giving rise to the dividend or other distribution
represented by the Units in the account) equal to the number that could be
purchased with such dividend or other distribution based on the average of the
high and low per share market price of the relevant class of Common Stock on the
New York Stock Exchange Composite Transaction Tape on the payment date of the
dividend or other distribution.
Distribution of Shares. Upon a participant's termination of service after
at least five Years of Service as a non-employee director as a result of (i)
death, (ii) retirement after age 70, (iii) retirement prior to age 72 at the end
of a full term of office in anticipation of attaining such age during what would
otherwise be his or her next full term of office, (iv) retirement after age 65
as a result of ill health, relocation, or entering into any governmental,
diplomatic or other employment if, in the opinion of outside legal counsel, his
or her continued service as a non-employee director might create a conflict of
interest or (v) retirement following a Change in Control (as defined), the
participant shall be entitled to receive a distribution of Brink's Stock,
Burlington Stock and Minerals Stock in respect of the Units in his account.
Fractional Units shall be converted into cash. In the event a participant
terminates service for any other reason or prior to completing five Years of
Service, all Units will be forfeited and the participant's right to the related
shares will terminate.
The distribution of shares will be made in a single lump-sum distribution
as soon as practicable following his or her termination of service under one of
the circumstances described above unless the participant elects at least 12
months before his or her termination to receive equal annual installments (not
more than 10) commencing on the first day of the month next following his
termination of service.
Administration. The Plan will be administered by the Administrative
Committee ('Committee') of the Company, all of whose members are full-time
employees of the Company. However, since the Plan is intended to comply with the
'formula award' exception for grants, as set forth in the rules promulgated
under the Securities Exchange Act of 1934, as amended, the Committee will have
no power to determine the eligibility for, timing of or amount of any allocation
under the Plan.
24
<PAGE>
<PAGE>
Reservation of Shares. The maximum number of shares that may be issued
under the Plan is 50,000 shares of Brink's Stock, 40,000 shares of Burlington
Stock and 35,000 of Minerals Stock. The maximum number of shares will be
adjusted as determined by the Committee for any stock split, stock dividend,
recapitalization, merger, consolidation, reorganization, combination, or
exchange of shares, split-up, split-off, spin-off, liquidation or other similar
change in capitalization, or any distribution (other than cash dividends) to
shareholders.
Amendment and Termination. The Plan may be terminated or amended by the
Nominating Committee of the Board of Directors of the Company. However, in no
event may the allocation formula be amended more frequently than once in any
six-month period.
Reservation of Rights. Nothing in the Plan gives any non-employee director
any right to be retained in the Company's service as a director or limits the
Board's power to adopt additional compensation arrangements for Company
directors or to change arrangements in effect at any time.
FEDERAL INCOME TAX CONSEQUENCES
Any amounts allocated under the Plan will not be taxable to the
non-employee director until he or she receives the related shares of Common
Stock. At that time, the fair market value of the shares of Brink's Stock,
Burlington Stock and Minerals Stock plus any cash received will be taxed as
ordinary income to the recipient and the Company will be entitled to a
corresponding deduction.
BENEFITS UNDER THE NON-EMPLOYEE DIRECTORS' ACCUMULATION PLAN
<TABLE>
<CAPTION>
DOLLAR VALUE
------------
<S> <C>
Roger G. Ackerman.............................................................. $ 51,233
Mark J. Anton.................................................................. 118,733
James R. Barker................................................................ 55,733
James L. Broadhead............................................................. 73,733
William F. Craig............................................................... 91,733
Ronald M. Gross................................................................ 55,733
Charles F. Haywood............................................................. 114,233
Robert H. Spilman.............................................................. 109,733
Adam H. Zimmerman.............................................................. 114,233
All Non-Employee Directors as a Group (nine persons)...........................
785,097
</TABLE>
Because the allocation of the dollar values set forth above among the
classes of the Common Stock will not occur until June 1, 1996, it is not
possible to state at this time the number of Units that will be initially
credited to each of the non-employee directors listed above or to such directors
as a group.
25
<PAGE>
<PAGE>
RECOMMENDATION OF THE BOARD
THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE
FOR THE APPROVAL OF THE DIRECTORS' STOCK ACCUMULATION PLAN.
------------------------
PROPOSAL NO. 4 -- PROPOSAL TO APPROVE THE AMENDMENT OF THE RESTATED
ARTICLES OF INCORPORATION OF THE COMPANY WITH RESPECT TO
CERTAIN VOTING REQUIREMENTS FOR MINERALS STOCK
GENERAL
On February 2, 1996, the Company's Board of Directors unanimously declared
advisable and recommended to the Company's shareholders the adoption of an
amendment (the 'Amendment') to the Company's Restated Articles of Incorporation,
as amended (the 'Restated Articles'), that would reduce the vote required of
holders of Minerals Stock for adoption of certain subsequent amendments to the
Restated Articles relating to the voting rights of the Minerals Stock. Article
I, Section 3(a) of the Restated Articles currently provides that the affirmative
vote of two thirds of the outstanding shares of Minerals Stock, voting as a
separate voting group, is necessary for the adoption of any amendment to the
Restated Articles that 'would affect or otherwise adjust the voting rights of
the holders of the Minerals Stock.' The Amendment would preserve unchanged the
separate vote by holders of Minerals Stock on amendments affecting their voting
rights but would reduce that vote to the affirmative vote of the holders of the
greater of:
(i) the affirmative vote of two thirds of all votes cast on the
amendment by the holders of Minerals Stock entitled to vote on such
amendment and present or represented at a meeting at which a quorum of
Minerals Stock exists; or
(ii) the affirmative vote of a majority of the then outstanding votes
of Minerals Stock.
The complete text of the Amendment is contained in Exhibit B of this Proxy
Statement and is incorporated herein by reference. Shareholders are urged to
read the text of the Amendment in its entirety.
REASONS FOR THE AMENDMENT
The Amendment is intended to preserve the present balance among the voting
rights of the various classes of the Company's Common Stock, while removing an
unnecessarily high barrier to the Company's obtaining approval of amendments to
the Restated Articles that would benefit all shareholders of the Company. Under
the Restated Articles, holders of Brink's Stock, Burlington Stock and Minerals
Stock 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 Restated Articles 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, also may have to be approved by the holders of each of
the other classes of common stock, voting as separate voting groups. If such a
separate vote is required of holders of Brink's Stock or Burlington Stock, the
Restated Articles provide that the proposed amendment (or transaction) shall be
approved by the affirmative vote of the holders of a majority of the outstanding
shares of Brink's Stock or Burlington Stock, as the case may be. The same
simple-majority requirement applies to a separate vote of the holders of
Minerals Stock with one exception: amendments to the Restated Articles that
'would affect or otherwise adjust the voting rights' of the Minerals Stock
require the approval of two thirds of the outstanding shares of Minerals Stock.
The special voting requirement for Minerals Stock was intended to provide
holders of Minerals Stock with the assurance that their voting rights would not
be impaired without the affirmative vote of a higher-than-standard majority of
the shares of Minerals Stock. This assurance was determined to be appropriate
because of the periodic voting rights adjustment to which Minerals Stock is
subject. The votes of holders of Minerals Stock are subject to adjustment on
January 1, 1998, and on January 1 every two years thereafter in such a manner
that the Minerals Stock's share of the aggregate voting power at
26
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<PAGE>
such time will be equal to its share of the aggregate market capitalization of
the Company's Common Stock at such time. The special voting rights of Minerals
Stock, however, make it impossible to amend the voting rights of Minerals Stock
and, therefore, potentially place the Minerals Stock at a disadvantage in
relation to the other classes of the Company's Common Stock, without approval of
a higher-than-standard majority of the holders of the Minerals Stock.
The Board of Directors has concluded that the special voting rights of
Minerals Stock as currently in effect create an unnecessarily great burden for
the holders of Minerals Stock and the other classes of the Company's Common
Stock. Obtaining the affirmative vote of two thirds of the outstanding shares of
the Minerals Stock is particularly difficult because a vote that is not cast has
the same effect as a negative vote. Even an amendment that enjoys the
overwhelming support of the holders of Minerals Stock who actually vote on the
amendment and that of the holders of the other classes of the Company's Common
Stock may fail because an insufficient number of holders of Minerals Stock
respond to the proxy solicitation and cast their votes. In an effort to obtain
the required vote of the Minerals Stock, the Company may incur significant
additional proxy solicitation costs and still have no assurance of success. The
Amendment would ease this burden by reducing the vote required of holders of
Minerals Stock to approve an amendment that affects the voting rights of Mineral
Stock, while preserving the protections inherent in the special voting rights of
the Minerals Stock. The affirmative vote required by the Amendment for approval
of such an amendment would be the greater of: (i) two thirds of the shares of
Minerals Stock actually voting at a meeting at which a quorum exists (rather
than two thirds of the outstanding shares); or (ii) a majority of the
outstanding shares of Minerals Stock (the vote otherwise currently required by
the Restated Articles).
RECOMMENDATION OF THE BOARD
THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE
FOR THE APPROVAL OF THE AMENDMENT.
------------------------
27
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OTHER INFORMATION
SHAREHOLDER PROPOSALS
To nominate a director at the annual meeting, a shareholder must satisfy
conditions specified in the Company's bylaws. A shareholder who wishes to
suggest potential nominees to the Board of Directors for consideration should
write to the Secretary of the Company, stating in detail the qualifications of
such nominees for consideration by the Nominating Committee of the Board. The
Company's bylaws also prescribe the procedures a shareholder must follow to
bring other business before annual meetings. For a shareholder to nominate a
director or directors at the 1997 annual meeting or bring other business
(including any proposal intended for inclusion in the Company's proxy materials)
before the 1997 annual meeting, notice must be given to the Secretary of the
Company between October 2, 1996, and December 1, 1996. The notice must include a
description of the proposed business, the reason for it, the complete text of
any resolution and other specified matters.
Any shareholder desiring a copy of the Company's bylaws will be furnished
one without charge upon written request to the Secretary.
OTHER MATTERS
The cost of this solicitation of proxies will be borne by the Company. In
addition to soliciting proxies by mail, directors, officers and employees of the
Company, without receiving additional compensation therefor, may solicit proxies
by telephone, telegram, in person or by other means. Arrangements also will be
made with brokerage firms and other custodians, nominees and fiduciaries to
forward proxy solicitation material to the beneficial owners of Brink's Stock,
Burlington Stock, Minerals Stock and the Preferred Stock held of record by such
persons and the Company will reimburse such brokerage firms, custodians,
nominees and fiduciaries for reasonable out-of-pocket expenses incurred by them
in connection therewith. The Company has retained Kissel-Blake Inc. to perform
various proxy advisory and solicitation services. The fee of Kissel-Blake Inc.
in connection with the 1996 annual meeting is currently estimated to be
approximately $14,000, plus reimbursement of out-of-pocket expenses.
AUSTIN F. REED
Secretary
March 29, 1996
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EXHIBIT A
________________________________________________________________________________
THE PITTSTON COMPANY DIRECTORS' STOCK
ACCUMULATION PLAN
--------------------
EFFECTIVE
AS OF JUNE 1, 1996
--------------------
________________________________________________________________________________
<PAGE>
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
PREAMBLE............................................................................................... A-1
ARTICLE I DEFINITIONS............................................................................. A-1
ARTICLE II ADMINISTRATION.......................................................................... A-1
SECTION 1 Authorized Shares...................................................................... A-2
SECTION 2 Administration......................................................................... A-2
ARTICLE III PARTICIPATION........................................................................... A-2
ARTICLE IV ALLOCATIONS............................................................................. A-2
SECTION 1 Initial Allocation..................................................................... A-2
SECTION 2 Additional Allocations................................................................. A-3
SECTION 3 Supplemental Allocations............................................................... A-3
SECTION 4 Adjustments............................................................................ A-3
SECTION 5 Dividends and Distributions............................................................ A-3
ARTICLE V DISTRIBUTIONS........................................................................... A-3
SECTION 1 Entitlement to Benefits................................................................ A-3
SECTION 2 Distribution of Shares................................................................. A-4
ARTICLE VI DESIGNATION OF BENEFICIARY.............................................................. A-4
ARTICLE VII MISCELLANEOUS........................................................................... A-5
SECTION 1 Nontransferability of Benefits......................................................... A-5
SECTION 2 Limitation of Rights of Non-Employee Director.......................................... A-5
SECTION 3 Amendment and Termination.............................................................. A-5
SECTION 4 Funding................................................................................ A-5
SECTION 5 Governing Law.......................................................................... A-5
SCHEDULE A............................................................................................. A-6
</TABLE>
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<PAGE>
THE PITTSTON COMPANY DIRECTORS' STOCK ACCUMULATION PLAN
EFFECTIVE AS OF JUNE 1, 1996
PREAMBLE
The Pittston Company Directors' Stock Accumulation Plan, as effective June
1, 1996, is designed to more closely align the interests of non-employee
directors to the long-term interests of The Pittston Company and its
shareholders. A portion of the overall compensation package of participating
directors will be provided in the form of deferred stock equivalent units which
will be distributed in the form of Pittston Brink's Group Common Stock, Pittston
Burlington Group Common Stock and Pittston Minerals Group Common Stock upon the
occurrence of certain events. The Plan is intended to replace the Pittston
Retirement Plan for Non-Employee Directors which will be terminated as of May
31, 1996, with the consent of the participants therein, and the benefits accrued
thereunder as of May 31, 1996, will be transferred to the Plan.
ARTICLE I
DEFINITIONS
Wherever used in the Plan, the following terms shall have the meanings
indicated:
Account: The account maintained by the Company for a Non-Employee
Director to document the amounts credited under the Plan and the Units into
which such amounts shall be converted.
Board of Directors: The board of directors of the Company.
Brink's Stock: Pittston Brink's Group Common Stock, par value $1.00
per share.
Brink's Unit: The equivalent of one share of Brink's Stock credited to
a Non-Employee Director's Account.
Burlington Stock: Pittston Burlington Group Common Stock, par value
$1.00 per share.
Burlington Unit: The equivalent of one share of Burlington Stock
credited to a Non-Employee Director's Account.
Change in Control: A Change in Control shall be deemed to have
occurred if either (a) any person, or any two or more persons acting as a
group, and all affiliates of such person or persons, shall own beneficially
more than 20% of the total voting power in the election of directors of the
Company of all classes of Shares outstanding (exclusive of shares held by
the Company's Subsidiaries) pursuant to a tender offer, exchange offer or
series of purchases or other acquisitions, or any combination of those
transactions, or (b) there shall be a change in the composition of the
Board of Directors at any time within two years after any tender offer,
exchange offer, merger, consolidation, sale of assets or contested
election, or any combination of those transactions (a 'Transaction'), so
that (i) the persons who were directors of the Company immediately before
the first such Transaction cease to constitute a majority of the board of
directors of the corporation which shall thereafter be in control of the
companies that were parties to or otherwise involved in such first
Transaction, or (ii) the number of persons who shall thereafter be
directors of such corporation shall be fewer than two thirds of the number
of directors of the Company immediately prior to such first Transaction. A
Change in Control shall be deemed to take place upon the first to occur of
the events specified in the foregoing clauses (a) and (b).
Committee: The Administrative Committee of the Company.
Company: The Pittston Company.
Effective Date: June 1, 1996.
Initial Allocation: The amount set forth in Schedule A.
Minerals Stock: Pittston Minerals Group Common Stock, par value $1.00
per share.
Minerals Unit: The equivalent of one share of Minerals Stock credited
to a Non-Employee Director's Account.
A-1
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Non-Employee Director: Any member of the Board of Directors who is not
an employee of the Company or a Subsidiary.
Plan: The Pittston Company Directors' Stock Accumulation Plan as set
forth herein and as amended from time to time.
Shares: Brink's Stock, Burlington Stock or Minerals Stock as the case
may be.
Subsidiary: Any corporation, whether or not incorporated in the United
States of America, more than 80% of the outstanding voting stock of which
is owned by the Company, by the Company and one or more subsidiaries or by
one or more subsidiaries.
Unit: A Brink's Unit, Burlington Unit or Minerals Unit, as the case
may be.
Year of Service: Each consecutive 12-month period of service as a
Non-Employee Director, commencing on the date that a Non-Employee Director
commences service on the Board of Directors, including periods prior to the
Effective Date. Years of Service prior to the Effective Date shall be
rounded to the nearest year.
ARTICLE II
ADMINISTRATION
SECTION 1. Authorized Shares. The maximum number of Units that may be
credited hereunder is 50,000 Brink's Units, 40,000 Burlington Units and 35,000
Minerals Units. The number of Shares of each class that may be issued or
otherwise distributed hereunder will be equal to the number of Units (of each
class) that may be credited hereunder.
In the event of any change in the number of shares of Brink's Stock,
Burlington Stock or Minerals Stock outstanding by reason of any stock split,
stock dividend, recapitalization, merger, consolidation, reorganization,
combination, or exchange of shares, split-up, split-off, spin-off, liquidation
or other similar change in capitalization, any distribution to common
shareholders other than cash dividends, or any exchange of Minerals Stock for
Brink's Stock (or if no Brink's Stock is then outstanding, Burlington Stock), or
any exchange of Burlington Stock for Brink's Stock (or if no Brink's Stock is
then outstanding, Minerals Stock), a corresponding adjustment shall be made to
the number or kind of shares that may be deemed issued under the Plan by the
Committee. Such adjustment shall be conclusive and binding for all purposes of
the Plan.
SECTION 2. Administration. The Committee is authorized to construe the
provisions of the Plan and to make all determinations in connection with the
administration of the Plan. All such determinations made by the Committee shall
be final, conclusive and binding on all parties, including Non-Employee
Directors participating in the Plan.
ARTICLE III
PARTICIPATION
Each Non-Employee Director on the Effective Date shall be eligible to
participate in the Plan on such date. Thereafter, each Non-Employee Director
shall be eligible to participate as of the date on which he or she becomes
a Non-Employee Director.
ARTICLE IV
ALLOCATIONS
SECTION 1. Initial Allocation. As of the Effective Date, an amount equal to
the Initial Allocation shall be credited to his or her Account. The amount of
each Non-Employee Director's Initial Allocation shall be converted into Units in
the following proportions: 50% shall be converted into Brink's Units, 30% shall
be converted into Burlington Units and 20% shall be converted into Minerals
Units. The Units shall be credited to each Non-Employee Director's Account as of
June 3, 1996. The number (computed to the second decimal place) of Units so
credited shall be determined by dividing the portion of the Initial Allocation
for each Non-Employee Director to be allocated to each class of Units by the
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average of the high and low per share quoted sale prices of Brink's Stock,
Burlington Stock or Minerals Stock, as the case may be, as reported on the New
York Stock Exchange Composite Transaction Tape on June 3, 1996.
SECTION 2. Additional Allocations. As of June 1, 1997, and as of each
subsequent June 1, each Non-Employee Director (including Non-Employee Directors
elected to the Board of Directors after the Effective Date) shall be entitled to
an additional allocation to his or her Account (which allocation shall be in
addition to any retainer fees paid in cash) equal to (a) for each Non-Employee
Director who, as of such June 1 has accrued less than eight Years of Service,
50% of the annual retainer in effect for such Non-Employee Director on such June
1 and (b) for each Non-Employee Director who, as of such June 1, has accrued
eight or more Years of Service, 25% of the annual retainer in effect for such
Non-Employee Director on such June 1. Such additional allocations shall be
converted on the first trading day in June into Minerals Units, Brink's Units
and Burlington Units in the proportions described in Section 1 of this Article
IV as of such June 1. The number (computed to the second decimal place) of Units
so credited shall be determined by dividing the amount of the additional
allocation for each Non-Employee Director for the year to be allocated to each
class of Units by the average of the high and low per share quoted sale prices
of Brink's Stock, Burlington Stock or Minerals Stock, as the case may be, as
reported on the New York Stock Exchange Composite Transaction Tape on the first
trading date in June.
SECTION 3. Supplemental Allocations. As of the effective date of any
increase in a Non-Employee Director's annual retainer after the Effective Date,
the number of Units of each class in each Non-Employee Director's Account shall
be multiplied by a fraction, the numerator of which is the amount of the annual
retainer after the increase and the denominator of which is the amount of such
retainer immediately prior to such increase.
SECTION 4. Adjustments. The Committee shall determine such equitable
adjustments in the Units credited to each Account as may be appropriate to
reflect any stock split, stock dividend, recapitalization, merger,
consolidation, reorganization, combination, or exchange of shares, split-up,
split-off, spin-off, liquidation or other similar change in capitalization,
or any distribution to common shareholders other than cash dividends.
SECTION 5. Dividends and Distributions. Whenever a cash dividend or any
other distribution is paid with respect to shares of Brink's Stock, Burlington
Stock or Minerals Stock, the Account of each Non-Employee Director will be
credited with an additional number of Brink's Units, Burlington Units or
Minerals Units equal to the number of shares of Brink's Stock, Burlington Stock
or Minerals Stock, including fractional shares (computed to the second decimal
place), that could have been purchased had such dividend or other distribution
been paid to the Account on the payment date for such dividend or distribution
based on the number of shares of the class giving rise to the dividend or
distribution represented by Units in such Account as of such date and assuming
the amount of such dividend or value of such distribution had been used to
acquire additional Units of the class giving rise to the dividend or other
distribution. Such additional Units shall be deemed to be purchased at the
average of the high and low per share quoted sale prices of Brink's Stock,
Burlington Stock or Minerals Stock, as the case may be, as reported on the New
York Stock Exchange Composite Transaction Tape on the payment date for the
dividend or other distribution. The value of any distribution will be determined
by the Committee.
ARTICLE V
DISTRIBUTIONS
SECTION 1. Entitlement to Benefits. Each Non-Employee Director who
completes at least five Years of Service as a Non-Employee Director shall be
entitled to receive a distribution in Brink's Stock, Burlington Stock or
Minerals Stock in respect of all Units in his or her Account if, after
completion of such five Years of Service, he or she:
(a) retires from the Board of Directors on or after attaining age 70;
A-3
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<PAGE>
(b) retires from the Board of Directors prior to age 72 at the end of
a full term of office in anticipation of attaining such age during what
would otherwise be such individual's next full term of office as a
director;
(c) retires from the Board of Directors prior to age 70 but after
attaining age 65, as a result of ill health, relocation (residence or
principal place of business) or entering into any governmental, diplomatic
or other service or employment if, in the opinion of outside legal counsel,
his or her continued service on the Board of Directors might create a
conflict of interest;
(d) retires from the Board of Directors at any time following a Change
in Control; or
(e) dies while serving as a Non-Employee Director.
In the event a Non-Employee Director terminates service on the Board of
Directors for any reason not described above, all Units shall be forfeited and
all rights of the Non-Employee Director to the related Shares shall terminate
without further obligation on the part of the Company.
SECTION 2. Distribution of Shares. Each Non-Employee Director who is
entitled to a distribution of Shares pursuant to Section 1 of this Article V
shall receive a distribution in Brink's Stock, Burlington Stock or Minerals
Stock, in respect of all Units standing to the credit of such Non-Employee
Director's Account, in a single lump-sum distribution as soon as practicable
following his or her termination of service as a Non-Employee Director;
provided, however, that a Non-Employee Director may elect, at least 12 months
prior to his or her termination of service, to receive distribution of the
Shares represented by the Units credited to his or her Account in substantially
equal annual installments (not more than 10) commencing on the first day of the
month next following the date of his or her termination of service (whether by
death, disability, retirement or otherwise) or as promptly as practicable
thereafter. Such Non-Employee Director may at any time elect to change the
manner of such payment, provided that any such election is made at least 12
months in advance of his or her termination of service as a Non-Employee
Director.
The number of shares of Brink's Stock, Burlington Stock or Minerals Stock
to be included in each installment payment shall be determined by multiplying
the number of Brink's Units, Burlington Units or Minerals Units, respectively,
in the Non-Employee Director's Account (including any dividends or distributions
credited to such Account pursuant to Section 5 of Article IV whether before or
after the initial installment payment date) as of the lst day of the month
preceding the initial installment payment and as of each succeeding anniversary
of such date by a fraction, the numerator of which is one and the denominator of
which is the number of remaining installments (including the current
installment). Any fractional Units shall be converted to cash based on the
average of the high and low per share quoted sale prices of the Brink's Stock,
Burlington Stock or Minerals Stock, as the case may be, as reported on the New
York Stock Exchange Composite Transaction Tape, on the last trading day of the
month preceding the month of distribution and shall be paid in cash.
ARTICLE VI
DESIGNATION OF BENEFICIARY
A Non-Employee Director may designate in a written election filed with the
Committee a beneficiary or beneficiaries (which may be an entity other than a
natural person) to receive all distributions and payments under the Plan after
the Non-Employee Director's death. Any such designation may be revoked, and a
new election may be made, at any time and from time to time, by the Non-Employee
Director without the consent of any beneficiary. If the Non-Employee Director
designates more than one beneficiary, any distributions and payments to such
beneficiaries shall be made in equal percentages unless the Non-Employee
Director has designated otherwise, in which case the distributions and payments
shall be made in the percentages designated by the Non-Employee Director. If no
beneficiary has been named by the Non-Employee Director or no beneficiary
survives the Non-Employee Director, the remaining Shares (including fractional
Shares) in the Non-Employee Director's Account shall be distributed or paid in a
single sum to the Non-Employee Director's estate. In the event of a
beneficiary's death, the remaining installments will be paid to a contingent
beneficiary, if any, designated by the Non-Employee Director or, in the absence
of a surviving contingent beneficiary, the remaining Shares (including
fractional Shares) shall be distributed or paid to the
A-4
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<PAGE>
primary beneficiary's estate in a single distribution. All distributions shall
be made in Shares except that fractional shares shall be paid in cash.
ARTICLE VII
MISCELLANEOUS
SECTION 1. Nontransferability of Benefits. Except as provided in Article
VI, Units credited to an Account shall not be transferable by a Non-Employee
Director or former Non-Employee Director (or his or her beneficiaries) other
than by will or the laws of descent and distribution or pursuant to a domestic
relations order. No Non-Employee Director, no person claiming through a
Non-Employee Director, nor any other person shall have any right or interest
under the Plan, or in its continuance, in the payment of any amount or
distribution of any Shares under the Plan, unless and until all the provisions
of the Plan, any determination made by the Committee thereunder, and any
restrictions and limitations on the payment itself have been fully complied
with. Except as provided in this Section 1, no rights under the Plan, contingent
or otherwise, shall be transferable, assignable or subject to any pledge or
encumbrance of any nature, nor shall the Company or any of its Subsidiaries be
obligated, except as otherwise required by law, to recognize or give effect to
any such transfer, assignment, pledge or encumbrance.
SECTION 2. Limitation on Rights of Non-Employee Director. Nothing in this
Plan shall confer upon any Non-Employee Director the right to be nominated for
reelection to the Board of Directors. The right of a Non-Employee Director to
receive any Shares shall be no greater than the right of any unsecured general
creditor of the Company.
SECTION 3. Amendment and Termination. The Nominating Committee of the Board
of Directors may from time to time amend any of the provisions of the Plan, or
may at any time terminate the Plan; provided, however, that the allocation
formulas included in Article IV may not be amended more than once in any
six-month period. No amendment or termination shall adversely affect any Units
(or distributions in respect thereof) which shall theretofore have been credited
to any Non-Employee Director's Account without the prior written consent of the
Non-Employee Director.
SECTION 4. Funding. The Plan shall be unfunded. Shares shall be acquired
(a) from the trustee under the Employee Benefits Trust Agreement made December
7, 1992, as amended from time to time, (b) by purchases on the New York Stock
Exchange or (c) in such other manner, including acquisition of Brink's Stock,
Burlington Stock or Minerals Stock otherwise than on said Exchange, at such
prices, in such amounts and at such times as the Company in its sole discretion
may determine.
SECTION 5. GOVERNING LAW. THE PLAN AND ALL PROVISIONS THEREOF SHALL BE
CONSTRUED AND ADMINISTERED ACCORDING TO THE LAWS OF THE COMMONWEALTH OF
VIRGINIA.
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SCHEDULE A
The Initial Allocation for each Non-Employee Director shall be the amount
set forth in a report prepared by Foster Higgins dated February 7, 1996.
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EXHIBIT B
ARTICLES OF AMENDMENT
TO THE
RESTATED ARTICLES OF INCORPORATION
OF
THE PITTSTON COMPANY
Pursuant to Section 13.1-710 of the Virginia Stock Corporation Act, The
Pittston Company, a corporation organized and existing under the laws of
Virginia, in accordance with Section 13.1-604 of the Virginia Stock Corporation
Act, DOES HEREBY CERTIFY as follows:
FIRST: The name of the Corporation is The Pittston Company (the
'Corporation').
SECOND: Resolutions were duly adopted by the directors setting forth a
proposed amendment (the 'Amendment') to the Restated Articles of Incorporation,
as amended, of the Corporation, declaring said amendment to be advisable,
directing that said amendment be considered at the next annual meeting of the
shareholders of the Corporation. The resolution setting forth the proposed
amendment is as follows:
The penultimate sentence of Subsection (a) of Section 3 of Division
I of Article III of the Restated Articles of Incorporation of The
Pittston Company is deleted and the following is substituted in lieu
thereof:
Any proposed amendment to these Restated Articles of
Incorporation that would affect or otherwise adjust the voting
rights of the holders of Minerals Stock shall be approved in a
vote of holders of Minerals Stock, voting as a separate voting
group, by the greater of:
(i) the affirmative vote of two thirds of all votes cast on
the amendment by the holders of Minerals Stock entitled to vote
on such amendment and present or represented at a meeting at
which a quorum of Minerals Stock exists; or
(ii) the affirmative vote of a majority of the then
outstanding votes of Minerals Stock.
THIRD: The Amendment was submitted to the following shareholders of the
Corporation by the Board of Directors of the Corporation in accordance with the
Virginia Stock Corporation Act and were duly adopted by such shareholders at a
meeting held on May 3, 1996. The following shareholders were entitled to vote on
the Amendment:
(a) Holders of Pittston's Brink's Group Common Stock, par value $1.00
per share, Pittston Burlington Group Common Stock, par value $1.00 per
share, and Pittston Minerals Group Common Stock, par value $1.00 per share
('Minerals Stock'), of which shares were outstanding on the
record date, each of whom was entitled to cast one vote, one vote and 0.626
vote, respectively, for each share of such stock, were entitled to vote as
a group on the Amendment;
(b) The number of undisputed votes cast in favor of the Amendment by
such shareholders was ; such number of votes being sufficient for
approval of the Amendment by such shareholders;
(c) Holders of Minerals Stock, of which shares were
outstanding on the record date, each of whom was entitled to cast 0.62
votes for each share of such stock, were entitled to vote as a group on the
Amendment. The number of undisputed votes cast in favor of the Amendment by
such shareholders was , such number of votes being sufficient for
approval of the Amendment by such shareholders; and
(d) Holders of the Preferred Stock, of which shares were
outstanding on the record date, each of whom was entitled to cast one vote
for each share of such stock, were entitled to vote as a group on the
Amendment. The number of undisputed votes cast in favor of the Amendment by
such shareholders was , such number of votes being sufficient for
approval of the Amendment by such shareholders.
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<PAGE>
FOURTH: These Articles of Amendment to the Restated Articles of
Incorporation shall be effective as of the close of business on the date on
which the State Corporation Commission of Virginia issues a certificate of
amendment relating to these Articles of Amendment to the Restated Articles of
Incorporation.
IN WITNESS WHEREOF, The Pittston Company has caused these Articles of
Amendment to be duly executed in its corporate name on this day of
, 1996.
THE PITTSTON COMPANY
By: .................................
Name: Joseph C. Farrell
Title: Chairman of the Board
Attest:
.................................
Name: Austin F. Reed
Title: Secretary
B-2
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APPENDIX 1
PROXY CARD
[Logo]
<TABLE>
<S> <C>
P PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR ANNUAL
R MEETING OF SHAREHOLDERS, MAY 3, 1996
O
X The undersigned hereby appoints J. C. Farrell, J. B. Hartough and A. F. Reed and each of them as proxies, with
Y full power of substitution, to vote all shares of the undersigned in The Pittston Company at the Annual Meeting of
Shareholders to be held on Friday, May 3, 1996, at 1:00 p.m., Eastern Daylight Time, and at any adjournment
thereof, on all matters coming before the meeting. The proxies will vote: (1) as you specify on the back of this
card; (2) as the Board of Directors recommends where you do not specify your vote on a matter listed on the back
of this card; and (3) as the proxies decide on any other matter.
</TABLE>
<TABLE>
<S> <C>
Election of the following three nominees as directors for terms expiring in 1999:
William F. Craig, Charles F. Haywood and Adam H. Zimmerman.
</TABLE>
<TABLE>
<S> <C>
IF YOU WISH TO VOTE ON ALL MATTERS AS THE BOARD OF DIRECTORS RECOMMENDS, PLEASE SIGN, DATE AND RETURN THIS CARD.
IF YOU WISH TO VOTE ON ITEMS INDIVIDUALLY, PLEASE ALSO MARK THE APPROPRIATE BOXES ON THE BACK OF THIS CARD.
</TABLE>
OVER
<PAGE>
<PAGE>
<TABLE>
<S> <C> <C>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE 'FOR ALL NOMINEES' IN ITEM 1 AND 'FOR' ITEMS 2 THROUGH 4 Please mark
your votes as [X]
indicated in
this example
</TABLE>
<TABLE>
<S> <C> <C>
FOR all WITHHELD for all
Nominees Nominees
ITEM 1--Election of the nominees for directors. [ ] [ ]
(see reverse)
Withhold for the following only. (Write the name of
the nominee(s) in the space below)
- ---------------------------------------
</TABLE>
<TABLE>
<S> <C> <C> <C>
FOR AGAINST ABSTAIN
ITEM 2--Approval of KPMG Peat Marwick LLP [ ] [ ] [ ]
as independent public accountants
ITEM 3--Approval of The Pittston Company [ ] [ ] [ ]
Directors' Stock Accumulation Plan.
ITEM 4--Approval of amendment of the [ ] [ ] [ ]
Restated Articles of Incorporation of the
Company.
</TABLE>
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING.
<TABLE>
<S> <C> <C>
SIGNATURE(S) ___________________________________ ___________________________________ DATE ___________
</TABLE>
NOTE: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such.
<PAGE>
<PAGE>
APPENDIX 2
SAVINGS-INVESTMENT PLAN PROXY CARD
[Logo]
<TABLE>
<S> <C>
P SAVINGS-INVESTMENT PLAN VOTING INSTRUCTIONS
R TO: AMERICAN EXPRESS TRUST
O
X I hereby instruct American Express Trust to vote (or cause to be voted) all shares of Common Stock of The Pittston
Y Company credited to my account under the Plan at the Annual Meeting of Shareholders to be held on May 3, 1996 (and
at any adjournment thereof) for the purposes set forth in the accompanying notice of such meeting.
Please date, sign exactly as your name appears below, and return this card in the enclosed envelope. Your shares
will not be voted by the Trustee in accordance with your instructions unless you sign and return this card so that
it will reach the Trustee not later than April 30, 1996. These instructions are irrevocable.
</TABLE>
<TABLE>
<S> <C>
Election of the following three nominees as directors for terms expiring in 1999:
William F. Craig, Charles F. Haywood and Adam H. Zimmerman.
</TABLE>
<TABLE>
<S> <C>
IF YOU WISH TO VOTE ON ALL MATTERS AS THE BOARD OF DIRECTORS RECOMMENDS, PLEASE SIGN, DATE AND RETURN THIS CARD.
IF YOU WISH TO VOTE ON ITEMS INDIVIDUALLY, PLEASE ALSO MARK THE APPROPRIATE BOXES ON THE BACK OF THIS CARD.
</TABLE>
OVER
<PAGE>
<PAGE>
<TABLE>
<S> <C> <C>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE 'FOR ALL NOMINEES' IN ITEM 1 AND 'FOR' ITEMS 2 THROUGH 4 Please mark
your votes as [X]
indicated in
this example
</TABLE>
<TABLE>
<S> <C> <C>
FOR all WITHHELD for all
Nominees Nominees
ITEM 1--Election of the nominees for directors. [ ] [ ]
(see reverse)
Withhold for the following only. (Write the name of
the nominee(s) in the space below)
- ---------------------------------------
</TABLE>
<TABLE>
<S> <C> <C> <C>
FOR AGAINST ABSTAIN
ITEM 2--Approval of KPMG Peat Marwick LLP [ ] [ ] [ ]
as independent public accountants
ITEM 3--Approval of The Pittston Company [ ] [ ] [ ]
Directors' Stock Accumulation Plan.
ITEM 4--Approval of amendment of the [ ] [ ] [ ]
Restated Articles of Incorporation of the
Company.
</TABLE>
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING.
<TABLE>
<S> <C> <C>
SIGNATURE(S) ___________________________________ ___________________________________ DATE ___________
</TABLE>
NOTE: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such.
<PAGE>
<PAGE>
APPENDIX 3
1994 EMPLOYEE STOCK PURCHASE PLAN PROXY CARD
[Logo]
<TABLE>
<S> <C>
P 1994 EMPLOYEE STOCK PURCHASE PLAN VOTING INSTRUCTIONS
R TO: CHEMICAL BANK, NOMINEE
O I hereby instruct the Chemical Bank to vote (or cause to be voted) all shares of Common Stock of The Pittston
X Company credited to my account under the Plan at the Annual Meeting of Shareholders to be held on May 3, 1996 (and
Y at any adjournment thereof) for the purposes set forth in the accompanying notice of such meeting.
Please date, sign exactly as your name appears below, and return this card in the enclosed envelope. Your shares
will not be voted by Chemical Bank in accordance with your instructions unless you sign and return this card so
that it will reach Chemical Bank not later than April 30, 1996. These instructions are irrevocable.
</TABLE>
<TABLE>
<S> <C>
Election of the following three nominees as directors for terms expiring in 1999:
William F. Craig, Charles F. Haywood and Adam H. Zimmerman.
</TABLE>
<TABLE>
<S> <C>
IF YOU WISH TO VOTE ON ALL MATTERS AS THE BOARD OF DIRECTORS RECOMMENDS, PLEASE SIGN, DATE AND RETURN THIS CARD.
IF YOU WISH TO VOTE ON ITEMS INDIVIDUALLY, PLEASE ALSO MARK THE APPROPRIATE BOXES ON THE BACK OF THIS CARD.
</TABLE>
OVER
<PAGE>
<PAGE>
<TABLE>
<S> <C> <C>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE 'FOR ALL NOMINEES' IN ITEM 1 AND 'FOR' ITEMS 2 THROUGH 4 Please mark
your votes as [X]
indicated in
this example
</TABLE>
<TABLE>
<S> <C> <C>
FOR all WITHHELD for all
Nominees Nominees
ITEM 1--Election of the nominees for directors. [ ] [ ]
(see reverse)
Withhold for the following only. (Write the name of
the nominee(s) in the space below)
- ---------------------------------------
</TABLE>
<TABLE>
<S> <C> <C> <C>
FOR AGAINST ABSTAIN
ITEM 2--Approval of KPMG Peat Marwick LLP [ ] [ ] [ ]
as independent public accountants
ITEM 3--Approval of The Pittston Company [ ] [ ] [ ]
Directors' Stock Accumulation Plan.
ITEM 4--Approval of amendment of the [ ] [ ] [ ]
Restated Articles of Incorporation of the
Company.
</TABLE>
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING.
<TABLE>
<S> <C> <C>
SIGNATURE(S) ___________________________________ ___________________________________ DATE ___________
</TABLE>
NOTE: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such.
<PAGE>
<PAGE>
APPENDIX 4
PROXY CARD
[Logo]
<TABLE>
<S> <C>
P PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR ANNUAL
R MEETING OF SHAREHOLDERS, MAY 3, 1996
O
X The undersigned hereby appoints J. C. Farrell, J. B. Hartough and A. F. Reed and each of them as proxies, with
Y full power of substitution, to vote all preferred shares of the undersigned in The Pittston Company at the Annual
Meeting of Shareholders to be held on Friday, May 3, 1996, at 1:00 p.m., Eastern Daylight Time, and at any
adjournment thereof, on all matters coming before the meeting. The proxies will vote: (1) as you specify on the
back of this card; (2) as the Board of Directors recommends where you do not specify your vote on a matter
listed on the back of this card; and (3) as the proxies decide on any other matter.
</TABLE>
<TABLE>
<S> <C>
IF YOU WISH TO VOTE ON ALL MATTERS AS THE BOARD OF DIRECTORS RECOMMENDS, PLEASE SIGN, DATE AND RETURN THIS CARD.
IF YOU WISH TO VOTE ON ITEMS INDIVIDUALLY, PLEASE ALSO MARK THE APPROPRIATE BOXES ON THE BACK OF THIS CARD.
</TABLE>
OVER
<PAGE>
<PAGE>
<TABLE>
<S> <C> <C>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE 'FOR' ITEM 4 Please mark
your votes as [X]
indicated in
this example
</TABLE>
<TABLE>
<S> <C> <C> <C>
FOR AGAINST ABSTAIN
ITEM 4--Approval of amendment of the [ ] [ ] [ ]
Restated Articles of Incorporation of the
Company.
</TABLE>
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING.
<TABLE>
<S> <C> <C>
SIGNATURE(S) ___________________________________ ___________________________________ DATE ___________
</TABLE>
NOTE: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such.
<PAGE>
<PAGE>
APPENDIX 5
SERIES C CONVERTIBLE PREFERRED STOCK PROXY CARD
[Logo]
<TABLE>
<S> <C>
P PITTSTON $31.25 SERIES C CUMULATIVE CONVERTIBLE PREFERRED STOCK (DEPOSITARY SHARES) VOTING INSTRUCTIONS
R TO: CHEMICAL BANK, DEPOSITARY
O I hereby instruct the Chemical Bank to vote (or cause to be voted) all shares of Series C Convertible Preferred
X Stock of The Pittston Company represented by all Depositary Shares of the undersigned at the Annual Meeting of
Y Shareholders to be held on May 3, 1996 (and at any adjournment thereof) for the purposes set forth in
the accompanying notice of such meeting.
Please date, sign exactly as your name appears below, and return this card in the enclosed envelope. Your shares
will not be voted by Chemical Bank in accordance with your instructions unless you sign and return this card so
that it will reach Chemical Bank not later than April 30, 1996. These instructions are irrevocable.
</TABLE>
<TABLE>
<S> <C>
IF YOU WISH TO VOTE ON ALL MATTERS AS THE BOARD OF DIRECTORS RECOMMENDS, PLEASE SIGN, DATE AND RETURN THIS CARD.
IF YOU WISH TO VOTE ON ITEMS INDIVIDUALLY, PLEASE ALSO MARK THE APPROPRIATE BOXES ON THE BACK OF THIS CARD.
</TABLE>
OVER
<PAGE>
<PAGE>
<TABLE>
<S> <C> <C>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE 'FOR' ITEM 4 Please mark
your votes as [X]
indicated in
this example
</TABLE>
<TABLE>
<S> <C> <C> <C>
FOR AGAINST ABSTAIN
ITEM 4--Approval of amendment of the [ ] [ ] [ ]
Restated Articles of Incorporation of the
Company.
</TABLE>
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING.
<TABLE>
<S> <C> <C>
SIGNATURE(S) ___________________________________ ___________________________________ DATE ___________
</TABLE>
NOTE: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such.
<PAGE>
<PAGE>
APPENDIX 6
SAVINGS PLAN LETTER
March 29, 1996
To Participants in the Savings-
Investment Plan of The Pittston
Company and Its Subsidiaries:
We enclose a Notice of Annual Meeting and Proxy Statement for the Annual
Meeting of Shareholders to be held on May 3, 1996, together with a voting
instruction card and a business reply envelope.
As a participant in the Savings-Investment Plan, you are entitled to direct
the Plan Trustee as to the manner in which any shares allocated to your Plan
account are to be voted. The Board urges you to read the Proxy Statement
carefully.
It is important that you vote, and you are urged to complete, sign, date
and mail (in the return envelope provided) the enclosed voting instruction card.
Your prompt cooperation will be greatly appreciated.
Sincerely,
/s/ J.C. Farrell
Enclosures
<PAGE>
<PAGE>
APPENDIX 7
EMPLOYEE STOCK PLAN LETTER
March 29, 1996
To Participants in the 1994
Employee Stock Purchase Plan:
We enclose a Notice of Annual Meeting and Proxy Statement for the Annual
Meeting of Shareholders to be held on May 3, 1996, together with a voting
instruction card and a business reply envelope.
As a participant in the Employee Stock Purchase Plan, you are entitled to
direct your nominee, Chemical Bank, as to the manner in which any shares
allocated to your Plan account are to be voted. The Board urges you to read the
Proxy Statement carefully.
It is important that you vote, and you are urged to complete, sign, date
and mail (in the return envelope provided) the enclosed voting instruction card.
Your prompt cooperation will be greatly appreciated.
Sincerely,
/s/ J.C. Farrell
Enclosures
<PAGE>
