Registration No. 333-
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
THE PITTSTON COMPANY
(Exact name of registrant as specified in its charter)
------------------
Virginia 100 First Stamford Place 54-1317776
(State or other Stamford, Connecticut 06912 (I.R.S. Employer
jurisdiction of (Address of registrant's Identification No.)
incorporation or principal executive offices)
organization) __________________
The Savings-Investment Plan of
The Pittston Company and
Its Subsidiaries
(Full title of the plan)
------------------
Peter Laterza, Esq.
Assistant General Counsel
100 First Stamford Place
Stamford, Connecticut 06912
(Name and address of agent for
service)
(203) 978-5200
(Telephone number, including
area
code, of agent for service)
------------------
Copy to:
David G. Ormsby, Esq.
Cravath, Swaine & Moore
Worldwide Plaza, 825 Eighth
Avenue
New York, New York 10019
(212) 474-1000
----------------
CALCULATION OF REGISTRATION FEE
=============================================================================
Proposed
Title of each Proposed maximum
class of Amount to maximum aggregate Amount of
securities to be offering price offering registration
be registered registered per share (1) price (1) fee
- --------------- ---------- -------------- ----------- ------------
Pittston Brink's
Group Common
Stock, par
value $1.00 per 60,000
share Shares $26.1250 $1,567,500.00 $540.52
Pittston Burlington
Group Common
Stock, par value 80,000
$1.00 per share Shares $18.8750 $1,510,000.00 $520.69
<PAGE>
Pittston Minerals
Group Common
Stock, par
value $1.00 per 100,000
share Shares $15.4375 $1,543,750.00 $532.33
=============================================================================
(1) Estimated solely for the purposes of computing the
registration fee pursuant to Rule 457(h) under the Securities Act
of 1933 on the basis of the average of the highest and lowest
reported sales prices reported on the New York Stock Exchange
Composite Tape on March 27, 1996.
---------------------------
In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate amount
of interests to be offered or sold pursuant to the employee benefit
plan described herein.
=============================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
by The Pittston Company (the "Company") are hereby incorporated herein
by reference and made a part hereof:
(a) the Company's Annual Report on Form 10-K for the year ended
December 31, 1995; and
(b) the description of the securities offered hereby from Item 1
of the Company's Registration Statement on Form 8-A dated December 4,
1995 (Commission File No. 1-9148).
In addition, any and all documents filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date hereof, and prior to the filing of a post-effective amendment to
this registration statement which indicates that all securities
offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference
herein and to be part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent
that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.
Item 4. Description of Securities.
The securities to be offered pursuant to this registration
statement have been registered under Section 12 of the Exchange Act.
See Item 3. - Incorporation of Documents by Reference.
<PAGE>
Item 5. Interests of Named Experts and Counsel.
The validity of the securities offered hereby has been passed
upon by Peter Laterza, who is Assistant General Counsel of the
Company.
Item 6. Indemnification of Directors and Officers.
Information relating to indemnification of directors and officers
is incorporated by reference herein from Item 20 of the Company's
Registration Statement on Form S-4 (No. 33-63323).
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
4.1 Restated Articles of
Incorporation
4.2 Amended and Restated
Rights Agreement dated
as of January 19, 1996,
between the Registrant
and Chemical Mellon
Shareholder Services,
L.L.C., as Rights
Agent.
4.3 Form of Right
Certificate for Brink's
Rights.
4.4 Form of Right
Certificate for
Burlington Rights
4.5 Form of Right
Certificate for
Minerals Rights.
5.1 Opinion of Peter
Laterza, Esq.
<PAGE>
23.1 Consent of Peter
Laterza, Esq. (included
in Exhibit 5)
23.2 Consent of KPMG Peat
Marwick LLP
24.1 Powers of Attorney
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, as amended (the
"Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being
<PAGE>
registered which remain unsold at the termination
of the offering.
The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
The undersigned registrant hereby undertakes that it will submit
or has submitted the Savings-Investment Plan of The Pittston Company
and Its Subsidiaries (the "Plan") and any amendment thereto to the
Internal Revenue Service (the "IRS") in a timely manner and will make
all changes required by the IRS in order to qualify the Plan.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed
in the Securities Act, and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities
Act, The Pittston Company certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8
and has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Stamford, State of Connecticut, on this 29th day of March, 1996.
THE PITTSTON COMPANY
By /s/ Austin F. Reed
---------------------------------
Name: Austin F. Reed
Title: Vice President,
General Counsel and Secretary
Pursuant to the requirements of the Securities Act, this
registration statement has been signed below by the following persons
in the capacities indicated on this 29th day of March, 1996.
Signatures Title
---------- ------
* Director and Chairman of the
------------------ Board, President and Chief
J. C. Farrell Executive Officer (principal
executive officer)
* Senior Vice President
------------------ (principal accounting
G. R. Rogliano officer)
*
------------------ Director
R. G. Ackerman
*
------------------ Director
M. J. Anton
*
------------------ Director
J. R. Barker
*
------------------ Director
J. L. Broadhead
*
------------------ Director
W. F. Craig
*
------------------ Director
R. M. Gross
<PAGE>
Signatures Title
---------- ------
*
------------------ Director
C. F. Haywood
* Director and Vice Chairman
------------------ of the Board
D. L. Marshall
*
------------------ Director
R. H. Spilman
*
------------------ Director
A. H. Zimmerman
*By /s/ Austin F. Reed
---------------------
Austin F. Reed
Attorney-in-fact pursuant to
a power of attorney filed
herewith as part of this
registration statement
The Registrant does not have a designated principal financial officer.
The Plan. Pursuant to the requirements of the Securities
Act, the trustees (or other persons who administer the employee
benefit plan) have duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Stamford, State of Connecticut, on this 29th day of March,
1996.
THE SAVINGS-INVESTMENT PLAN OF
THE PITTSTON COMPANY AND ITS
SUBSIDIARIES
By /s/ James B. Hartough
----------------------------
Name: James B. Hartough
Title: Member of
Administrative
Committee
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
4.1 Restated Articles of Incorporated by reference to
Incorporation Exhibit 3(a) to the Company's
Current Report on Form 8-K
dated January 28, 1994; Annex
II of Amendment No. 2 to the
Company's Registration
Statement No. 33-63323 on Form
S-4 dated December 4, 1995;
and Exhibit 3 to the Company's
Registration Statement on Form
8-A dated February 26, 1996
(the "Form 8-A").
4.2 Amended and Restated Incorporated by
Rights Agreement dated reference to Exhibit 2
as of January 19, 1996, to the Form 8-A.
between the Registrant
and Chemical Mellon
Shareholder Services,
L.L.C., as Rights
Agent.
4.3 Form of Right Incorporated by
Certificate for Brink's reference to
Rights. Exhibit B-1 to
Exhibit 2 to the
Form 8-A.
4.4 Form of Right Incorporated by
Certificate for reference to
Burlington Rights Exhibit B-3 to
Exhibit 2 to the
Form 8-A.
4.5 Form of Right Incorporated by
Certificate for reference to
Minerals Rights. Exhibit B-2 to
Exhibit 2 to the
Form 8-A.
<PAGE>
5.1 Opinion of Peter
Laterza, Esq.
23.1 Consent of Peter
Laterza, Esq. (included
in Exhibit 5)
23.2 Consent of KPMG Peat
Marwick LLP
24.1 Powers of Attorney
<PAGE>
EXHIBIT 5.1
March 29, 1996
The Pittston Company
100 First Stamford Place
Stamford, CT 06912
Dear Sirs:
In my capacity as Assistant General Counsel of The Pittston
Company (the "Company"), I am familiar with The Savings-Investment
Plan of The Pittston Company and Its Subsidiaries (the "Plan"), and
have examined originals or copies of such documents and corporate
records as I have deemed necessary or advisable for purposes of this
opinion.
I have also participated in the preparation of the Company's
Registration Statement on Form S-8 (the "Registration Statement")
relating to shares of Pittston Brink's Group Common Stock, par value
$1.00 per share ("Brink's Stock"), Pittston Burlington Group Common
Stock, par value $1.00 per share ("Burlington Stock"), and Pittston
Minerals Group Common Stock, par value $1.00 per share ("Minerals
Stock").
Based on the foregoing, I am of the opinion that such shares
of Brink's Stock, Burlington Stock and Minerals Stock will, when sold
in accordance with the Plan (assuming that, at the time of such
issuance, the Company has a sufficient number of authorized and
unissued shares available therefor), be legally issued and fully paid
and nonassessable.
I hereby consent to the use of this opinion in connection
with the Registration Statement referred to above.
Very truly yours,
/s/ PETER LATERZA
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors and Shareholders
The Pittston Company:
We consent to the use of our reports dated January 25, 1996 on the
consolidated financial statements and schedules for The Pittston
Company and subsidiaries, Pittston Brink's Group and Pittston
Burlington Group and on the financial statements for Pittston Minerals
Group incorporated herein by reference.
Our reports dated January 25, 1996 for Pittston Minerals Group,
Pittston Brink's Group and Pittston Burlington Group contain an
explanatory paragraph that states that the financial statements of
Pittston Minerals Group, Pittston Brink's Group and Pittston
Burlington Group should be read in connection with the audited
consolidated financial statements of The Pittston Company and
subsidiaries.
KPMG Peat Marwick LLP
Stamford, Connecticut
March 29, 1996
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does
hereby constitute and appoint James B. Hartough, Austin F. Reed and
Gary R. Rogliano, and each of them (with full power of substitution),
his true and lawful attorney-in-fact and agent to do any and all acts
and things and to execute any and all instruments which, with the
advice of counsel, any of said attorneys and agents may deem necessary
or advisable to enable The Pittston Company, a Virginia corporation
(the "Company"), to comply with the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended, and any
rules, regulations and requirements of the Securities and Exchange
Commission (the "Commission") in respect thereof, in connection with
the registration under said Acts of shares of Pittston 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, for issuance upon the
exercise of options granted pursuant to the 1988 Stock Option Plan,
upon the purchase of such shares pursuant to the 1994 Employee Stock
Purchase Plan or The Savings-Investment Plan of The Pittston Company
and its Subsidiaries and upon the distribution of such shares pursuant
to the Key Employees' Deferred Compensation Program, including
specifically, but without limitation thereof, power and authority to
sign his name as officer and/or director of the Company to a
Registration Statement or Statements on Form S-8 to be filed with the
Commission in respect of said shares, any amendments and any
post-effective amendments thereto or to any previously filed
Registration Statement on Form S-8, and any instruments or documents
filed as part of or in connection with said Registration Statement or
<PAGE>
Statements or amendments; and the undersigned does hereby ratify and
confirm all that said attorneys shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 1st day
of March, 1996.
/s/ JOSEPH C. FARRELL
----------------------
Joseph C. Farrell
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does
hereby constitute and appoint Joseph C. Farrell, Austin F. Reed and
James B. Hartough, and each of them (with full power of substitution),
his true and lawful attorney-in-fact and agent to do any and all acts
and things and to execute any and all instruments which, with the
advice of counsel, any of said attorneys and agents may deem necessary
or advisable to enable The Pittston Company, a Virginia corporation
(the "Company"), to comply with the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended, and any
rules, regulations and requirements of the Securities and Exchange
Commission (the "Commission") in respect thereof, in connection with
the registration under said Acts of shares of Pittston 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, for issuance upon the
exercise of options granted pursuant to the 1988 Stock Option Plan,
upon the purchase of such shares pursuant to the 1994 Employee Stock
Purchase Plan or The Savings-Investment Plan of The Pittston Company
and its Subsidiaries and upon the distribution of such shares pursuant
to the Key Employees' Deferred Compensation Program, including
specifically, but without limitation thereof, power and authority to
sign his name as officer and/or director of the Company to a
Registration Statement or Statements on Form S-8 to be filed with the
Commission in respect of said shares, any amendments and any
post-effective amendments thereto or to any previously filed
Registration Statement on Form S-8, and any instruments or documents
filed as part of or in connection with said Registration Statement or
Statements or amendments; and the undersigned does hereby ratify and
confirm all that said attorneys shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 29th
day of March, 1996.
/s/ GARY R. ROGLIANO
---------------------
Gary R. Rogliano
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does
hereby constitute and appoint Joseph C. Farrell, Austin F. Reed and
Gary R. Rogliano, and each of them (with full power of substitution),
his true and lawful attorney-in-fact and agent to do any and all acts
and things and to execute any and all instruments which, with the
advice of counsel, any of said attorneys and agents may deem necessary
or advisable to enable The Pittston Company, a Virginia corporation
(the "Company"), to comply with the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended, and any
rules, regulations and requirements of the Securities and Exchange
Commission (the "Commission") in respect thereof, in connection with
the registration under said Acts of shares of Pittston 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, for issuance upon the
exercise of options granted pursuant to the 1988 Stock Option Plan,
upon the purchase of such shares pursuant to the 1994 Employee Stock
Purchase Plan or The Savings-Investment Plan of The Pittston Company
and its Subsidiaries and upon the distribution of such shares pursuant
to the Key Employees' Deferred Compensation Program, including
specifically, but without limitation thereof, power and authority to
sign his name as officer and/or director of the Company to a
Registration Statement or Statements on Form S-8 to be filed with the
Commission in respect of said shares, any amendments and any
post-effective amendments thereto or to any previously filed
Registration Statement on Form S-8, and any instruments or documents
filed as part of or in connection with said Registration Statement or
Statements or amendments; and the undersigned does hereby ratify and
confirm all that said attorneys shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 7th day
of March, 1996.
/s/ ROGER G. ACKERMAN
----------------------
Roger G. Ackerman
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does
hereby constitute and appoint Joseph C. Farrell, Austin F. Reed and
Gary R. Rogliano, and each of them (with full power of substitution),
his true and lawful attorney-in-fact and agent to do any and all acts
and things and to execute any and all instruments which, with the
advice of counsel, any of said attorneys and agents may deem necessary
or advisable to enable The Pittston Company, a Virginia corporation
(the "Company"), to comply with the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended, and any
rules, regulations and requirements of the Securities and Exchange
Commission (the "Commission") in respect thereof, in connection with
the registration under said Acts of shares of Pittston 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, for issuance upon the
exercise of options granted pursuant to the 1988 Stock Option Plan,
upon the purchase of such shares pursuant to the 1994 Employee Stock
Purchase Plan or The Savings-Investment Plan of The Pittston Company
and its Subsidiaries and upon the distribution of such shares pursuant
to the Key Employees' Deferred Compensation Program, including
specifically, but without limitation thereof, power and authority to
sign his name as officer and/or director of the Company to a
Registration Statement or Statements on Form S-8 to be filed with the
Commission in respect of said shares, any amendments and any
post-effective amendments thereto or to any previously filed
Registration Statement on Form S-8, and any instruments or documents
filed as part of or in connection with said Registration Statement or
Statements or amendments; and the undersigned does hereby ratify and
confirm all that said attorneys shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 4th day
of March, 1996.
/s/ MARK J. ANTON
-------------------
Mark J. Anton
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does
hereby constitute and appoint Joseph C. Farrell, Austin F. Reed and
Gary R. Rogliano, and each of them (with full power of substitution),
his true and lawful attorney-in-fact and agent to do any and all acts
and things and to execute any and all instruments which, with the
advice of counsel, any of said attorneys and agents may deem necessary
or advisable to enable The Pittston Company, a Virginia corporation
(the "Company"), to comply with the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended, and any
rules, regulations and requirements of the Securities and Exchange
Commission (the "Commission") in respect thereof, in connection with
the registration under said Acts of shares of Pittston 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, for issuance upon the
exercise of options granted pursuant to the 1988 Stock Option Plan,
upon the purchase of such shares pursuant to the 1994 Employee Stock
Purchase Plan or The Savings-Investment Plan of The Pittston Company
and its Subsidiaries and upon the distribution of such shares pursuant
to the Key Employees' Deferred Compensation Program, including
specifically, but without limitation thereof, power and authority to
sign his name as officer and/or director of the Company to a
Registration Statement or Statements on Form S-8 to be filed with the
Commission in respect of said shares, any amendments and any
post-effective amendments thereto or to any previously filed
Registration Statement on Form S-8, and any instruments or documents
filed as part of or in connection with said Registration Statement or
Statements or amendments; and the undersigned does hereby ratify and
confirm all that said attorneys shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 8th day
of March, 1996.
/s/ JAMES R. BARKER
--------------------
James R. Barker
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does
hereby constitute and appoint Joseph C. Farrell, Austin F. Reed and
Gary R. Rogliano, and each of them (with full power of substitution),
his true and lawful attorney-in-fact and agent to do any and all acts
and things and to execute any and all instruments which, with the
advice of counsel, any of said attorneys and agents may deem necessary
or advisable to enable The Pittston Company, a Virginia corporation
(the "Company"), to comply with the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended, and any
rules, regulations and requirements of the Securities and Exchange
Commission (the "Commission") in respect thereof, in connection with
the registration under said Acts of shares of Pittston 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, for issuance upon the
exercise of options granted pursuant to the 1988 Stock Option Plan,
upon the purchase of such shares pursuant to the 1994 Employee Stock
Purchase Plan or The Savings-Investment Plan of The Pittston Company
and its Subsidiaries and upon the distribution of such shares pursuant
to the Key Employees' Deferred Compensation Program, including
specifically, but without limitation thereof, power and authority to
sign his name as officer and/or director of the Company to a
Registration Statement or Statements on Form S-8 to be filed with the
Commission in respect of said shares, any amendments and any
post-effective amendments thereto or to any previously filed
Registration Statement on Form S-8, and any instruments or documents
filed as part of or in connection with said Registration Statement or
Statements or amendments; and the undersigned does hereby ratify and
confirm all that said attorneys shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 4th day
of March, 1996.
/s/ JAMES L. BROADHEAD
-----------------------
James L. Broadhead
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does
hereby constitute and appoint Joseph C. Farrell, Austin F. Reed and
Gary R. Rogliano, and each of them (with full power of substitution),
his true and lawful attorney-in-fact and agent to do any and all acts
and things and to execute any and all instruments which, with the
advice of counsel, any of said attorneys and agents may deem necessary
or advisable to enable The Pittston Company, a Virginia corporation
(the "Company"), to comply with the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended, and any
rules, regulations and requirements of the Securities and Exchange
Commission (the "Commission") in respect thereof, in connection with
the registration under said Acts of shares of Pittston 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, for issuance upon the
exercise of options granted pursuant to the 1988 Stock Option Plan,
upon the purchase of such shares pursuant to the 1994 Employee Stock
Purchase Plan or The Savings-Investment Plan of The Pittston Company
and its Subsidiaries and upon the distribution of such shares pursuant
to the Key Employees' Deferred Compensation Program, including
specifically, but without limitation thereof, power and authority to
sign his name as officer and/or director of the Company to a
Registration Statement or Statements on Form S-8 to be filed with the
Commission in respect of said shares, any amendments and any
post-effective amendments thereto or to any previously filed
Registration Statement on Form S-8, and any instruments or documents
filed as part of or in connection with said Registration Statement or
Statements or amendments; and the undersigned does hereby ratify and
confirm all that said attorneys shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 5th day
of March, 1996.
/s/ WILLIAM F. CRAIG
---------------------
William F. Craig
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does
hereby constitute and appoint Joseph C. Farrell, Austin F. Reed and
Gary R. Rogliano, and each of them (with full power of substitution),
his true and lawful attorney-in-fact and agent to do any and all acts
and things and to execute any and all instruments which, with the
advice of counsel, any of said attorneys and agents may deem necessary
or advisable to enable The Pittston Company, a Virginia corporation
(the "Company"), to comply with the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended, and any
rules, regulations and requirements of the Securities and Exchange
Commission (the "Commission") in respect thereof, in connection with
the registration under said Acts of shares of Pittston 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, for issuance upon the
exercise of options granted pursuant to the 1988 Stock Option Plan,
upon the purchase of such shares pursuant to the 1994 Employee Stock
Purchase Plan or The Savings-Investment Plan of The Pittston Company
and its Subsidiaries and upon the distribution of such shares pursuant
to the Key Employees' Deferred Compensation Program, including
specifically, but without limitation thereof, power and authority to
sign his name as officer and/or director of the Company to a
Registration Statement or Statements on Form S-8 to be filed with the
Commission in respect of said shares, any amendments and any
post-effective amendments thereto or to any previously filed
Registration Statement on Form S-8, and any instruments or documents
filed as part of or in connection with said Registration Statement or
Statements or amendments; and the undersigned does hereby ratify and
confirm all that said attorneys shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 8th day
of March, 1996.
/s/ RONALD M. GROSS
--------------------
Ronald M. Gross
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does
hereby constitute and appoint Joseph C. Farrell, Austin F. Reed and
Gary R. Rogliano, and each of them (with full power of substitution),
his true and lawful attorney-in-fact and agent to do any and all acts
and things and to execute any and all instruments which, with the
advice of counsel, any of said attorneys and agents may deem necessary
or advisable to enable The Pittston Company, a Virginia corporation
(the "Company"), to comply with the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended, and any
rules, regulations and requirements of the Securities and Exchange
Commission (the "Commission") in respect thereof, in connection with
the registration under said Acts of shares of Pittston 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, for issuance upon the
exercise of options granted pursuant to the 1988 Stock Option Plan,
upon the purchase of such shares pursuant to the 1994 Employee Stock
Purchase Plan or The Savings-Investment Plan of The Pittston Company
and its Subsidiaries and upon the distribution of such shares pursuant
to the Key Employees' Deferred Compensation Program, including
specifically, but without limitation thereof, power and authority to
sign his name as officer and/or director of the Company to a
Registration Statement or Statements on Form S-8 to be filed with the
Commission in respect of said shares, any amendments and any
post-effective amendments thereto or to any previously filed
Registration Statement on Form S-8, and any instruments or documents
filed as part of or in connection with said Registration Statement or
Statements or amendments; and the undersigned does hereby ratify and
confirm all that said attorneys shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 8th day
of March, 1996.
/s/ CHARLES F. HAYWOOD
-----------------------
Charles F. Haywood
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does
hereby constitute and appoint Joseph C. Farrell, Austin F. Reed and
Gary R. Rogliano, and each of them (with full power of substitution),
his true and lawful attorney-in-fact and agent to do any and all acts
and things and to execute any and all instruments which, with the
advice of counsel, any of said attorneys and agents may deem necessary
or advisable to enable The Pittston Company, a Virginia corporation
(the "Company"), to comply with the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended, and any
rules, regulations and requirements of the Securities and Exchange
Commission (the "Commission") in respect thereof, in connection with
the registration under said Acts of shares of Pittston 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, for issuance upon the
exercise of options granted pursuant to the 1988 Stock Option Plan,
upon the purchase of such shares pursuant to the 1994 Employee Stock
Purchase Plan or The Savings-Investment Plan of The Pittston Company
and its Subsidiaries and upon the distribution of such shares pursuant
to the Key Employees' Deferred Compensation Program, including
specifically, but without limitation thereof, power and authority to
sign his name as officer and/or director of the Company to a
Registration Statement or Statements on Form S-8 to be filed with the
Commission in respect of said shares, any amendments and any
post-effective amendments thereto or to any previously filed
Registration Statement on Form S-8, and any instruments or documents
filed as part of or in connection with said Registration Statement or
Statements or amendments; and the undersigned does hereby ratify and
confirm all that said attorneys shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 14th
day of March, 1996.
/s/ DAVID L. MARSHALL
----------------------
David L. Marshall
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does
hereby constitute and appoint Joseph C. Farrell, Austin F. Reed and
Gary R. Rogliano, and each of them (with full power of substitution),
his true and lawful attorney-in-fact and agent to do any and all acts
and things and to execute any and all instruments which, with the
advice of counsel, any of said attorneys and agents may deem necessary
or advisable to enable The Pittston Company, a Virginia corporation
(the "Company"), to comply with the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended, and any
rules, regulations and requirements of the Securities and Exchange
Commission (the "Commission") in respect thereof, in connection with
the registration under said Acts of shares of Pittston 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, for issuance upon the
exercise of options granted pursuant to the 1988 Stock Option Plan,
upon the purchase of such shares pursuant to the 1994 Employee Stock
Purchase Plan or The Savings-Investment Plan of The Pittston Company
and its Subsidiaries and upon the distribution of such shares pursuant
to the Key Employees' Deferred Compensation Program, including
specifically, but without limitation thereof, power and authority to
sign his name as officer and/or director of the Company to a
Registration Statement or Statements on Form S-8 to be filed with the
Commission in respect of said shares, any amendments and any
post-effective amendments thereto or to any previously filed
Registration Statement on Form S-8, and any instruments or documents
filed as part of or in connection with said Registration Statement or
Statements or amendments; and the undersigned does hereby ratify and
confirm all that said attorneys shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 8th day
of March, 1996.
/s/ ROBERT H. SPILMAN
----------------------
Robert H. Spilman
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does
hereby constitute and appoint Joseph C. Farrell, Austin F. Reed and
Gary R. Rogliano, and each of them (with full power of substitution),
his true and lawful attorney-in-fact and agent to do any and all acts
and things and to execute any and all instruments which, with the
advice of counsel, any of said attorneys and agents may deem necessary
or advisable to enable The Pittston Company, a Virginia corporation
(the "Company"), to comply with the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended, and any
rules, regulations and requirements of the Securities and Exchange
Commission (the "Commission") in respect thereof, in connection with
the registration under said Acts of shares of Pittston 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, for issuance upon the
exercise of options granted pursuant to the 1988 Stock Option Plan,
upon the purchase of such shares pursuant to the 1994 Employee Stock
Purchase Plan or The Savings-Investment Plan of The Pittston Company
and its Subsidiaries and upon the distribution of such shares pursuant
to the Key Employees' Deferred Compensation Program, including
specifically, but without limitation thereof, power and authority to
sign his name as officer and/or director of the Company to a
Registration Statement or Statements on Form S-8 to be filed with the
Commission in respect of said shares, any amendments and any
post-effective amendments thereto or to any previously filed
Registration Statement on Form S-8, and any instruments or documents
filed as part of or in connection with said Registration Statement or
Statements or amendments; and the undersigned does hereby ratify and
confirm all that said attorneys shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 4th day
of March, 1996.
/s/ ADAM H. ZIMMERMAN
-----------------------
Adam H. Zimmerman
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does
hereby constitute and appoint Joseph C. Farrell, Austin F. Reed and
Gary R. Rogliano, and each of them (with full power of substitution),
his true and lawful attorney-in-fact and agent to do any and all acts
and things and to execute any and all instruments which, with the
advice of counsel, any of said attorneys and agents may deem necessary
or advisable to enable The Pittston Company, a Virginia corporation
(the "Company"), to comply with the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended, and any
rules, regulations and requirements of the Securities and Exchange
Commission (the "Commission") in respect thereof, in connection with
the registration under said Acts of shares of Pittston 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, for issuance upon the
exercise of options granted pursuant to the 1988 Stock Option Plan,
upon the purchase of such shares pursuant to the 1994 Employee Stock
Purchase Plan or The Savings-Investment Plan of The Pittston Company
and its Subsidiaries and upon the distribution of such shares pursuant
to the Key Employees' Deferred Compensation Program, including
specifically, but without limitation thereof, power and authority to
sign his name as officer and/or director of the Company to a
Registration Statement or Statements on Form S-8 to be filed with the
Commission in respect of said shares, any amendments and any
post-effective amendments thereto or to any previously filed
Registration Statement on Form S-8, and any instruments or documents
filed as part of or in connection with said Registration Statement or
Statements or amendments; and the undersigned does hereby ratify and
confirm all that said attorneys shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 29th
day of March, 1996.
/s/ JAMES B. HARTOUGH
----------------------
James B. Hartough
