SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _________ to _________
Commission file number 1-9148
1994 EMPLOYEE STOCK PURCHASE PLAN OF THE PITTSTON COMPANY
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(Full title of the Plan)
THE PITTSTON COMPANY
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(Name of the issuer of securities held pursuant to the Plan)
P.O. BOX 120070,
100 FIRST STAMFORD PLACE,
STAMFORD, CONNECTICUT 06912-0070
(Address of issuer's principal (Zip Code)
executive offices)
<PAGE>
Independent Auditors' Report
----------------------------
The Participants of the 1994 Employee Stock
Purchase Plan of The Pittston Company:
We have audited the accompanying statements of financial condition of the 1994
Employee Stock Purchase Plan of The Pittston Company (the "Plan") as of
December 31, 1995 and 1994, and the related statements of income and changes in
plan equity for the year ended December 31, 1995 and the six month period ended
December 31, 1994. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial condition of the Plan as of December 31,
1995 and 1994, and the income and changes in plan equity for the year ended
December 31, 1995 and the six month period ended December 31, 1994, in
conformity with generally accepted accounting principles.
KPMG Peat Marwick LLP
Stamford, Connecticut
April 1, 1996
<PAGE>
1994 EMPLOYEE STOCK PURCHASE PLAN OF THE PITTSTON COMPANY
STATEMENTS OF FINANCIAL CONDITION
December 31, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
- ----------------------------------------------------------------------------------------------------------------
Pittston Pittston Pittston Pittston
Services Group Minerals Group Services Group Minerals Group
Common Stock Common Stock Total Common Stock Common Stock Total
================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
Assets:
Cash $ 2,561 5,055 7,616 -- -- --
Common stock, at
market value
(Note 2) 1,541,422 418,095 1,959,517 -- -- --
Contributions
receivable from
The Pittston Company 562,472 196,905 759,377 590,032 187,492 777,524
- ----------------------------------------------------------------------------------------------------------------
Total assets $ 2,106,455 620,055 2,726,510 590,032 187,492 777,524
================================================================================================================
Liabilities and Plan Equity:
Payable to plan
participants $ 46,937 11,058 57,995 -- -- --
Plan equity 2,059,518 608,997 2,668,515 590,032 187,492 777,524
- ----------------------------------------------------------------------------------------------------------------
Total liabilities and
Plan equity $ 2,106,455 620,055 2,726,510 590,032 187,492 777,524
================================================================================================================
See accompanying notes to financial statements.
</TABLE>
<PAGE>
1994 EMPLOYEE STOCK PURCHASE PLAN OF THE PITTSTON COMPANY
STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
For the Year Ended December 31, 1995 and
the Six Months Ended December 31, 1994
<TABLE>
<CAPTION>
1995 1994
- --------------------------------------------------------------------------------------------------------------
Pittston Pittston Pittston Pittston
Services Group Minerals Group Services Group Minerals Group
Common Stock Common Stock Total Common Stock Common Stock Total
==============================================================================================================
<S> <C> <C> <C> <C> <C> <C>
Income:
Participants contributions $ 1,154,431 374,180 1,528,611 590,032 187,492 777,524
Dividend income 7,887 14,131 22,018 -- -- --
Unrealized appreciation
(depreciation), net on
common stock (Note 3) 501,254 86,717 587,971 -- -- --
Net realized gain (loss)
on distributions (Note 4) 39,618 (4,641) 34,977 -- -- --
- --------------------------------------------------------------------------------------------------------------
1,703,190 470,387 2,173,577 590,032 187,492 777,524
==============================================================================================================
Withdrawals:
Distribution to Plan
participants, at market
value 233,704 48,882 282,586 -- -- --
- --------------------------------------------------------------------------------------------------------------
233,704 48,882 282,586 -- -- --
==============================================================================================================
Increase in Plan equity 1,469,486 421,505 1,890,991 590,032 187,492 777,524
Plan equity-beginning of
year 590,032 187,492 777,524 -- -- --
- --------------------------------------------------------------------------------------------------------------
Plan equity-end of year $ 2,059,518 608,997 2,668,515 590,032 187,492 777,524
==============================================================================================================
See accompanying notes to financial statements.
</TABLE>
<PAGE>
1994 EMPLOYEE STOCK PURCHASE PLAN OF THE PITTSTON COMPANY
NOTES TO FINANCIAL STATEMENTS
December 31, 1995 and 1994
1. SUMMARY OF PLAN:
The 1994 Employee Stock Purchase Plan of The Pittston Company (the "Plan") is
"an employee stock purchase plan" within the meaning of Section 423 of the
Internal Revenue Code of 1986, as amended (the "Code") covering all eligible
employees of The Pittston Company (the "Company") and its subsidiaries. The
Plan years begin on January 1 and end on December 31. The 1994 Plan year is for
the period beginning July 1, 1994 through December 31, 1994. The Plan provides
that participant contributions shall be used to buy either Pittston Services
Group Common Stock ("Services Stock") or Pittston Minerals Group Common Stock
("Minerals Stock") or both. The purchase price for each share of common stock
to be purchased under the Plan is the lesser of 85% of the Fair Market Value
(as defined) of such share on either (a) the first date of each six-month
period commencing on July 1, 1994, and on each July 1 or January 1 thereafter
(the "Offering Date") or (b) the last day of each six-month period from an
Offering Date. The Fair Market Value with respect to shares of any class of
common stock is generally defined as the average of the high and low quoted
sales price of a share of such stock on the applicable date as reported on the
New York Stock Exchange Composite Transaction Tape.
The maximum number of shares of common stock which may be issued or allocated
pursuant to the Plan is 750,000 shares of Services Stock and 250,000 shares of
Minerals Stock.
Eligibility
- -----------
Generally, any employee of the Company or a designated subsidiary (a
"Subsidiary") (a) whose date of hire was at least six months prior to the
commencement of the six-month period from an Offering Date to and including the
last day of the six-month period (the "Offering Period") and (b) who is
customarily employed for at least 20 hours per week and five months in a
calendar year is eligible to participate in the Plan; provided, however, that
in the case of an employee who is covered by a collective bargaining agreement,
he or she shall not be considered an Eligible Employee unless and until the
labor organization representing such individual has accepted the Plan on behalf
of the employees in the collective bargaining unit. Any such employee shall
continue to be an Eligible Employee during an approved leave of absence
provided such employee's right to continue employment with the Company or a
Subsidiary upon expiration of such employee's leave of absence is guaranteed
either by statute or by contract with or a policy of the Company or a
Subsidiary.
Contributions
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Participants can elect to contribute any whole percentage from 1% up to and
including 10% of their annual base rate of pay, including commissions, but
generally excluding overtime or premium pay. A participant may reduce (but not
increase) the rate of payroll withholding during an Offering Period at any time
prior to the end of such Offering Period for which such reduction is to be
effective. Not more than one reduction may be made in any Offering Period
unless otherwise determined by nondiscriminatory rules. Each participant
designates a percentage in multiples of 10% of the amounts withheld during an
Offering Period that is to be used to purchase Services Stock and/or a
percentage in multiples of 10% of such amounts that is to be used to purchase
Minerals Stock; provided, however, that 100% of the amount withheld is
allocated between the two classes of common stock. In the event a participant
elects to reduce the rate of payroll withholding during an Offering Period,
such reduction shall be applied ratably to the allocation of his or her
withheld amounts between the two classes of common stock. During an Offering
Period, a participant may not change the allocation of his or her withholdings
during such Offering Period although such allocation may be changed for any
subsequent Offering Period. A participant who is subject to Section 16 of the
Securities Exchange Act of 1934 and the rules thereunder who reduces the rate
of payroll withholding during an Offering Period to zero may not resume
participation in the Plan until the first Offering Period commencing after the
expiration of six months from the effective date of such reduction.
No participant shall have a right to purchase shares of any class of common
stock if (a) immediately after electing to purchase such shares, such
participant would own common stock possessing 5% or more of the total combined
voting power or value of all classes of stock of the Company or of any
Subsidiary, or (b) the rights of such participant to purchase common stock
under the Plan would accrue at a rate that exceeds $15,000 of Fair Market Value
of such common stock (determined at the time or times such rights are granted)
for each calendar year for which such rights are outstanding at any time.
Distribution
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A participant may elect to cease active participation in the Plan with respect
to either or both classes of common stock at any time up to the end of an
Offering Period. All payroll deductions credited to such participant's plan
account and allocated to the purchase of the class of common stock with respect
to which the participant is ceasing participation shall be returned to such
participant in cash, without interest, as promptly as practicable. A
participant who elects to cease participation in the Plan may not resume
participation in the Plan until after the expiration of one full Offering
Period (following cessation of participation).
In the event of the termination of a participant's employment for any reason,
including retirement or death, or the failure of a participant to remain
eligible under the terms of the Plan, all full shares of each class of common
stock then held for his or her benefit shall be registered in such individual's
name and an amount equal to the Fair Market Value (on the date of registration
of full shares of common stock in the name of the participant) of any
fractional share then held for the benefit of such participant shall be paid to
such individual, in cash, as soon as administratively practicable, and such
individual shall thereupon cease to own the right to any such fractional share.
Any amounts credited to such individual, prior to the last day of each six-
month Offering Period, shall be refunded, without interest, to such individual
or, in the event of his or her death, to his or her legal representative.
Termination
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The Plan shall terminate on June 30, 1997, unless the shareholders shall
theretofore have approved an extension of such termination date.
The Board of Directors of The Pittston Company may, at any time and from time
to time, amend, modify or terminate the Plan, but no such amendment or
modification without the approval of the shareholders shall: (a) increase the
maximum number (determined as provided in the Plan) of shares of any class of
common stock which may be issued pursuant to the Plan; (b) permit the issuance
of any shares of any class of common stock at a purchase price less than that
provided in the Plan as approved by the shareholders; (c) extend the term of
the Plan; or (d) cause the Plan to fail to meet the requirements of an
"employee stock purchase plan" under the Code.
Basis of Accounting
- -------------------
The accompanying financial statements are prepared on the accrual basis of
accounting.
Income Taxes
- ------------
The Plan and the rights of participants to make purchases thereunder, is
intended to qualify as an "employee stock purchase plan" under Section 423 of
the Code. The Plan is not qualified under Section 401(a) of the Code. Pursuant
to Section 423 of the Code, no income (other than dividends) will be taxable to
a participant until disposition of the shares purchased under the Plan. Upon
the disposition of the shares, the participant will generally be subject to tax
and the amount and character of the tax will depend upon the holding period.
Dividends received on shares held by the Plan on behalf of a participant are
taxable to the participant as ordinary income. Therefore, the Plan does not
provide for income taxes.
2. INVESTMENTS:
At December 31, 1995, investments in the Plan consisted of 49,129 shares of
Services Stock with a total cost of $1,040,168 and 30,133 shares of Minerals
Stock with a total cost of $331,378.
At December 31, 1995, the Plan had a total of 1,147 participants.
3. UNREALIZED APPRECIATION (DEPRECIATION), NET:
Changes in unrealized appreciation (depreciation), net in common stocks of the
Plan are as follows:
<TABLE>
<CAPTION>
1995
- -------------------------------------------------------------------------------
Pittston Services Pittston Minerals
Group Common Group Common
Stock Stock Total
===============================================================================
<S> <C> <C> <C>
Unrealized appreciation
(depreciation), net:
Beginning of year $ -- -- --
End of year 501,254 86,717 587,971
- -------------------------------------------------------------------------------
Change in unrealized appreciation
(depreciation), net $ 501,254 86,717 587,971
===============================================================================
</TABLE>
4. NET REALIZED GAIN (LOSS) ON DISTRIBUTIONS:
The net gain (loss) on distribution of common stock as a result of participant
withdrawals is as follows:
<TABLE>
<CAPTION>
1995
- ------------------------------------------------------------------------------
Pittston Services Pittston Minerals
Group Common Group Common
Stock Stock Total
==============================================================================
<S> <C> <C> <C>
Value of shares distributed:
Market value $ 186,767 37,824 224,591
Cost basis 147,149 42,465 189,614
- ------------------------------------------------------------------------------
Net gain (loss) on distribution
of shares to participants $ 39,618 (4,641) 34,977
==============================================================================
</TABLE>
Participant withdrawals for the year ended December 31, 1995 consisted of
6,840 shares of Services Stock and 3,401 shares of Minerals Stock.
5. SUBSEQUENT EVENT:
On January 18, 1996, the shareholders of the Company approved the Brink's
Stock Proposal, as described in the Company's proxy statement dated December
15, 1995, resulting in the modification, effective as of January 19, 1996, of
the capital structure of the Company to include an additional class of common
stock. The outstanding shares of Services Stock were redesignated as Brink's
Stock on a share-for-share basis, and a new class of common stock, designated
as Burlington Stock, was distributed on the basis of one-half share of
Burlington Stock for each share of Services Stock previously held by
shareholders of record on January 19, 1996.
Upon approval of the Brink's Stock Proposal, the Plan was amended so as to
permit eligible employees to purchase Brink's Stock, Burlington Stock,
Minerals Stock, or a combination, as they elect. As amended upon approval of
the Brink's Stock Proposal, for the offering period ending on June 30, 1996,
the purchase price per share for each of Brink's Stock and Burlington Stock
will be 85% of the fair market value of each such stock on June 30, 1996, or,
if less, each such amount times a fraction, the numerator of which is 85% of
the fair market value of Services Stock on January 1, 1996, and the
denominator of which is the sum of 85% of the fair market value of Brink's
Stock on June 30, 1996 and 42.5% of the fair market value of Burlington Stock
on such date. Amounts in a participant's account designated to be used to
purchase Minerals Stock was unaffected by the Brink's Stock Proposal.
In March 1996, the Plan purchased from The Pittston Company Employee Benefits
Trust, 27,789 shares of Brink's Stock at $14.46 per share, 13,895 shares of
Burlington Stock at $11.56 per share and 23,019 shares of Minerals Stock at
$8.55 per share for a total purchase price of $759,377 to satisfy
contributions made for the last six months of the plan year ended December 31,
1995.
<PAGE>
Signature
-----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustee (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
1994 Employee Stock Purchase Plan
of The Pittston Company
----------------------------------
(Name of Plan)
Frank T. Lennon
----------------------------------
(Frank T. Lennon
Vice President - Human Resources
and Administration)
Date: April 1, 1996
------------------
<PAGE>
Consent of Independent Auditors
--------------------------------
We consent to incorporation by reference in the registration statement (No.
33-53565) on Form S-8 of The Pittston Company of our report dated April 1,
1996, relating to the statements of financial condition of the 1994 Employee
Stock Purchase Plan of The Pittston Company as of December 31, 1995 and 1994,
and the related statements of income and changes in plan equity for the year
ended December 31, 1995 and the six month period ended December 31, 1994,
which report appears in the 1995 Annual Report on Form 11-K of the 1994
Employee Stock Purchase Plan of The Pittston Company.
KPMG Peat Marwick LLP
Stamford, Connecticut
April 1, 1996
