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Section 240.14a-101 Schedule 14A.
Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
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] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
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:
.......................................................
[ ] 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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[Logo] The Pittston Company
1000 Virginia Center Parkway
P.O. Box 4229
Glen Allen, VA 23058-4229
JOSEPH C. FARRELL
Chairman and Chief Executive Officer
March 28, 1997
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, 1000 Virginia Center
Parkway, Glen Allen, Virginia, on Friday, May 2, 1997, 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 1997; (iii) approve a proposal
to amend the Company's 1988 Stock Option Plan; (iv) approve a proposal to amend
the Company's Non-Employee Directors' Stock Option Plan; and (v) approve a
proposal to amend the Company's 1994 Employee Stock Purchase Plan.
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 2, 1997
--------------
Notice Is Hereby Given that the annual meeting of shareholders of THE
PITTSTON COMPANY will be held on May 2, 1997, at 1:00 p.m., at the Company's
executive offices, 1000 Virginia Center Parkway, Glen Allen, Virginia, for the
following purposes:
1. To elect three directors for a term expiring in 2000.
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 1997.
3. To consider and act upon a proposal to amend the Company's 1988 Stock
Option Plan described in the attached Proxy Statement and set forth as Exhibit
A.
4. To consider and act upon a proposal to amend the Company's Non-Employee
Directors' Stock Option Plan as described in the attached Proxy Statement and
set forth as Exhibit B.
5. To consider and act upon a proposal to amend the Company's 1994 Employee
Stock Purchase Plan as described in the attached Proxy Statement and set forth
as Exhibit C.
6. To transact such other business as may properly come before the meeting
or any adjournment.
The close of business on March 17, 1997, 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 28, 1997
Annual Reports to Shareholders, including financial statements, are being
mailed to shareholders, together with these proxy materials, commencing on or
about March 28, 1997.
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, to be voted at the annual meeting
of shareholders to be held on May 2, 1997, at 1:00 p.m., at the Company's
executive offices, 1000 Virginia Center Parkway, Glen Allen, Virginia (and at
any adjournment thereof), for the purposes set forth in the accompanying notice
of such meeting.
On March 17, 1997, the Company had outstanding 41,179,488 shares of Brink's
Stock, 20,689,600 shares of Burlington Stock and 8,405,908 shares of Minerals
Stock, the holders of each class thereof being entitled to one vote per share on
all matters, with the exception that the holders of Minerals Stock are entitled
to 0.626 vote per share. 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.
The close of business on March 17, 1997, 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 28,
1997. The address of the principal executive office of the Company is 1000
Virginia Center Parkway, P. O. Box 4229, Glen Allen, VA 23058-4229.
The election of directors, the selection of independent public accountants
and the proposals to approve the (i) adoption of amendments to the Company's
1988 Stock Option Plan; (ii) adoption of amendments to the Company's
Non-Employee Directors' Stock Option Plan; and (iii) adoption of the amendment
to the Company's 1994 Employee Stock Purchase Plan 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, The First
National Bank of Boston, in care of Boston EquiServe.
<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 1996 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 1996.
The Audit and Ethics Committee recommends to the Board for selection by the
shareholders at their annual meeting 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. Barker, as Chairman, and Messrs. Craig,
Gross and Zimmerman, none of whom is an officer or employee of the Company or
any of its subsidiaries, and met three times during 1996.
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.
Ackerman, as Chairman, and Messrs. Barker and Zimmerman, none of whom is an
officer or employee of the Company or any of its subsidiaries, and met five
times during 1996.
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. Craig, as Chairman, and Messrs. Anton (whose term as
Director expires in May), Broadhead, and Spilman, none of whom is an officer or
employee of the Company or any of its subsidiaries, and met three times during
1996. 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. Spilman, as Chairman, Messrs.
Ackerman and Anton and Dr. Haywood, none of whom is an officer or employee of
the Company or any of its subsidiaries, and met four times during 1996.
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
2
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<PAGE>
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 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, Messrs.
Gross and Marshall and Dr. Haywood, 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 1996.
During 1996 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
96%.
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.
In May 1996 the Company's shareholders approved a plan (the 'Directors'
Stock Accumulation Plan') pursuant to which the Company's Retirement Plan for
Non-Employee Directors (the 'Retirement Plan') was terminated for all then
active and future non-employee directors. Under the terms of the Directors'
Stock Accumulation Plan each participant received an initial allocation of
Brink's units ('Brink's Units'), Burlington units ('Burlington Units') and
Minerals units ('Minerals Units') in proportions of 50%, 30% and 20%,
respectively, equal to the present value of each participant's accrued benefit
under the Retirement Plan as of May 31, 1996, 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 related class of the Company's
stock as reported on the New York Stock Exchange Composite Transaction Tape for
such date. Each Unit is the equivalent of one share of Brink's Stock, Burlington
Stock or Minerals Stock (collectively, the 'Common Stock'). Participants will
receive additional Units as of June 1, 1997, and as of each subsequent June 1,
equal 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 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. In addition, under the Directors' Stock
Accumulation Plan additional Units are credited to participants' accounts in
respect of cash dividends paid on the Common Stock based upon the Plan's formula
for accrual. 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 is
entitled to receive a distribution of Brink's Stock, Burlington Stock and
Minerals Stock in respect of the Units in his or her account with fractional
units 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. The following table sets forth
3
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<PAGE>
information concerning the number of Units credited to each participant standing
for election or continuing as a director:
<TABLE>
<CAPTION>
UNITS
CREDITED
---------
<S> <C> <C>
Roger G. Ackerman........................................... Brink's Units 853.51
Burlington Units 777.98
Minerals Units 771.95
James R. Barker............................................. Brink's Units 928.46
Burlington Units 846.32
Minerals Units 839.76
James L. Broadhead.......................................... Brink's Units 1,228.33
Burlington Units 1,119.65
Minerals Units 1,110.97
William F. Craig............................................ Brink's Units 1,528.19
Burlington Units 1,392.99
Minerals Units 1,382.19
Ronald M. Gross............................................. Brink's Units 928.46
Burlington Units 846.32
Minerals Units 839.76
Charles F. Haywood.......................................... Brink's Units 1,903.02
Burlington Units 1,734.65
Minerals Units 1,721.21
Robert H. Spilman........................................... Brink's Units 1,828.06
Burlington Units 1,666.32
Minerals Units 1,653.40
Adam H. Zimmerman........................................... Brink's Units 1,903.02
Burlington Units 1,734.65
Minerals Units 1,721.21
All Non-Employee Nominees and Continuing Directors as a
Group (8 persons)......................................... Brink's Units 11,101.05
Burlington Units 10,118.88
Minerals Units 10,040.45
</TABLE>
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. A proposed amendment to the Non-Employee
Directors' Stock Option Plan will be submitted to the shareholders for approval
at the annual meeting. See 'Proposals of the Board.'
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
4
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policies insuring the lives of the participating directors. Premiums paid in
1996 in respect of such policies totaled an aggregate of approximately $369,000.
Effective June 1, 1995 and amended effective April 1, 1996, the Company
entered into a new employment agreement with Mr. Marshall extending through May
1998. In March 1997 the Company and Mr. Marshall further amended the terms of
this agreement to provide for a salary, effective June 1, 1997, of $50,000 per
year, extending through May 31, 1999. The agreement also entitles Mr. Marshall
to participate in the Company's management and other employee benefit and
incentive compensation plans applicable to 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>
OTHER ANNUAL ALL OTHER
ANNUAL COMPENSATION COMPENSATION(A) LONG-TERM COMPENSATION COMPENSATION(D)
------------------- --------------- ------------------------------- ---------------
OPTIONS (NUMBER OF
SHARES)
OTHER ANNUAL -------------------------------
YEAR SALARY(B) BONUS(C) COMPENSATION(A) BRINK'S BURLINGTON MINERALS
---- --------- -------- --------------- ------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J. C. Farrell 1996 $541,667 $550,000 $21,050 70,000 40,000 None $40,194
Chairman, President 1995 512,500 525,000 100,000 -- 85,000 11,388
and Chief Executive 1994 463,500 475,000 None -- None 11,388
Officer
G. R. Rogliano 1996 219,050 130,000 35,385 12,000 15,000 None 62,395
Senior Vice 1995 180,367 105,000 20,000 -- 12,000 9,456
President 1994 167,767 95,000 None -- None 9,213
F. T. Lennon 1996 198,292 95,000 35,824 12,000 15,000 None 61,682
Vice President -- 1995 176,833 80,000 20,000 -- 12,000 9,381
Human 1994 168,500 80,000 None -- None 9,186
Resources and
Administration
J. B. Hartough 1996 192,317 82,000 0 12,000 15,000 None 9,253
Vice President -- 1995 174,025 70,000 20,000 -- 12,000 9,331
Corporate 1994 165,242 70,000 None -- None 9,113
Finance and
Treasurer
A. F. Reed (e) 1996 189,312 80,000 34,629 12,000 15,000 None 75,455
Vice President, 1995 161,042 70,000 15,000 -- 12,000 9,281
General 1994 -- -- -- -- -- --
Counsel and
Secretary
</TABLE>
- ------------
(a) Amounts shown reflect tax gross-up payments made to compensate the executive
officer for incremental federal and state income tax liability resulting
from relocation payments made in fiscal 1996.
(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, 1997, converted under such Program into
Brink's Stock equivalent units ('Brink's Units'), Burlington Stock
equivalent units ('Burlington Units') and Minerals Stock equivalent units
('Minerals Units') based upon the Program formula. Under the Supplemental
Savings Plan portion of the Program, participants may defer up to the amount
that may not be contributed under the Savings-Investment Plan as a result of
various Internal Revenue Code limitations and receive a matching
contribution (at the same rate as is applicable under the Savings-Investment
Plan). Such amounts and cash dividends on such amounts are converted into
Brink's Units, Burlington Units and Minerals
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Units in accordance with the Program. In addition, on January 1, 1997, the
participant's account was credited with additional Brink's Units, Burlington
Units and Minerals Units in respect of cash dividends paid on the Company's
Brink's Stock, Burlington Stock and Minerals Stock during 1996 based upon
the Program formula for accrual. The following table sets forth the amount
of 1996 salary deferred under the Program by each of the executive officers
named above and the number of Brink's Units, Burlington Units and Minerals
Units credited to his account (including matching contributions and cash
dividends) in respect of salary paid in 1996:
<TABLE>
<CAPTION>
1996 COMPENSATION BRINK'S BURLINGTON MINERALS
DEFERRED UNITS UNITS UNITS
----------------- -------- ---------- --------
<S> <C> <C> <C> <C>
Mr. Farrell $103,629.54 1,470.22 2,001.72 1,561.25
Mr. Rogliano 34,015.59 493.11 530.46 775.17
Mr. Lennon 39,535.94 717.7 617.49 602.39
Mr. Hartough 28,234.92 603.55 300.36 439.54
Mr. Reed 27,789.83 302.55 434.36 846.03
</TABLE>
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 1996 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, 1997, converted into Brink's Units,
Burlington Units and Minerals Units in accordance with the Program formula.
In addition, dividend credits of Brink's Units, Burlington Units and
Minerals Units were made to the participant's accounts in respect of cash
dividends paid on Brink's Stock, Burlington Stock and Minerals Stock during
1996. The following table sets forth the aggregate amount of incentive
compensation for 1996 deferred under the Program by each of the executive
officers named above and the number of Brink's Units, Burlington Units and
Minerals Units credited to his account (including in respect of cash
dividends) as of January 1, 1997:
<TABLE>
<CAPTION>
BONUS BRINK'S BURLINGTON MINERALS
DEFERRED UNITS UNITS UNITS
-------- -------- ---------- --------
<S> <C> <C> <C> <C>
Mr. Farrell $275,000 4,303.60 5,522.09 3,968.25
Mr. Rogliano 52,000 813.77 783.13 1,125.54
Mr. Lennon 38,000 743.35 572.29 548.34
Mr. Hartough 8,200 160.41 123.49 118.33
Mr. Reed 16,000 187.79 240.96 461.70
</TABLE>
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) The Company made matching contributions under the Savings-Investment Plan in
1996 in the amount of $7,500.00 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 1996
the Company paid life insurance premiums under the Executive Salary
Continuation Plan in the amount of $3,648.00 for Mr. Farrell; $2,011.72 for
Mr. Rogliano; $1,808.38 for Mr. Lennon; $1,752.84 for Mr. Hartough; and
$1,722.60 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.
In addition, the amounts shown reflect expense reimbursement and other
payments made in connection with the relocation of the Company's office to
Glen Allen, Virginia, for Messrs. Farrell, Rogliano, Lennon and Reed in the
amounts of $29,046, $52,823, $52,374 and $66,232, respectively.
(e) Mr. Reed was designated an executive officer on March 8, 1996.
STOCK OPTIONS
The following table sets forth information concerning nonqualified stock
options granted under the Company's 1988 Stock Option Plan on March 8, 1996, 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
Brink's Stock and Burlington Stock, as the case may be, on the date of grant,
rounded up to the next higher cent; and expire on
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March 8, 2002. No Minerals Stock options or Stock Appreciation Rights were
granted in 1996 to the named executive officers.
OPTION GRANTS IN 1996
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 1996 PER SHARE DATE VALUE*
- -------------------------------------------------- ---------- ---------------- -------------- ---------- ----------
<S> <C> <C> <C> <C> <C>
J. C. Farrell
Brink's......................................... 70,000 19.4% $25.57 3/8/02 $659,400
Burlington...................................... 70,000 16 17.94 3/8/02 434,700
Minerals........................................ 0 -- -- --
G. R. Rogliano
Brink's......................................... 12,000 3.3 25.57 3/8/02 113,040
Burlington...................................... 15,000 3.4 17.94 3/8/02 93,150
Minerals........................................ 0 -- -- --
F. T. Lennon
Brink's......................................... 12,000 3.3 25.57 3/8/02 113,040
Burlington...................................... 15,000 3.4 17.94 3/8/02 93,150
Minerals........................................ 0 -- -- --
J. B. Hartough
Brink's......................................... 12,000 3.3 25.57 3/8/02 113,040
Burlington...................................... 15,000 3.4 17.94 3/8/02 93,150
Minerals........................................ 0 -- -- --
A. F. Reed
Brink's......................................... 12,000 3.3 25.57 3/8/02 113,040
Burlington...................................... 15,000 3.4% 17.94 3/8/02 93,150
Minerals........................................ 0 -- -- --
</TABLE>
- ------------
* Based on the Black-Scholes option-pricing model and the following assumptions:
(i) projected annual dividend yield of .41% for Brink's Stock and 1.28% for
Burlington Stock; (ii) expected volatilities of 30% for Brink's Stock and 32%
for Burlington Stock; (iii) a risk-free interest rate of 6.2% for options
expiring 2002; 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 Brink's Stock and Burlington 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.
7
<PAGE>
<PAGE>
The following table sets forth information concerning the exercise of options
during 1996 and unexercised options held at the end of such year.
AGGREGATED OPTION EXERCISES IN 1996
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, 1996 DECEMBER 31, 1996
ACQUIRED ON VALUE ---------------------------- ----------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
J. C. Farrell
Brink's................... -- $ -- 178,759 151,807 $ 2,455,216 $ 772,537
Burlington................ -- -- 223,552 172,296 2,142,092 690,825
Minerals.................. -- -- 91,026 96,334 63,464 413,950
G. R. Rogliano
Brink's................... -- -- 21,895 30,231 148,719 162,140
Burlington................ -- -- 27,388 37,796 110,376 147,760
Minerals.................. -- -- 8,583 13,667 295 58,440
F. T. Lennon
Brink's................... -- -- 45,660 29,764 585,715 160,424
Burlington................ -- -- 57,101 37,212 505,733 145,862
Minerals.................. -- -- 14,366 13,334 14,030 58,440
J. B. Hartough
Brink's................... 5,605 105,430.05 28,845 29,764 283,634 160,424
Burlington................ -- -- 43,084 37,212 320,648 145,862
Minerals.................. -- -- 13,166 13,334 7,958 58,440
A. F. Reed
Brink's................... -- -- 6,959 26,019 87,484 132,258
Burlington................ -- -- 8,714 32,539 75,318 124,272
Minerals.................. -- -- 2,000 13,000 0 58,440
</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.
8
<PAGE>
<PAGE>
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.
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
1,200,000 252,000 378,000 504,000 630,000 690,000
1,300,000 273,000 409,500 546,000 682,500 747,500
</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,
1996, the executive officers named in such Table had been credited under the
Pension Plan with the following years of service: Mr. Farrell, 13 years; Mr.
Rogliano, 13 years; Mr. Lennon, 20 years; Mr. Hartough, 10 years; and Mr. Reed,
10 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, 1996, for Mr. Farrell
to 29 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 8, 1996, the
Compensation and Benefits Committee approved an increase, effective May 1, 1996,
to Mr. Farrell's annual salary from $525,000 to $550,000. 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.
9
<PAGE>
<PAGE>
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 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, 1997,
the terms of the change in control employment agreements would be as follows:
Mr. Farrell, 39 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 1996, 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
10
<PAGE>
<PAGE>
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.
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 or her 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 1996, 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 $550,000 or 100% of salary for the CEO for 1996
after considering the following quantitative and qualitative measures of the
Company's performance in 1996: (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 the services segments; and (vi) the ratings provided for each
business unit by the Chief Executive Officer. 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 1996 and the long-term positioning
of the Company. The Compensation Committee did not attach specific weights to
the
11
<PAGE>
<PAGE>
foregoing factors, but in general the Committee attached more significance to
earnings results than the other factors.
In 1996 the Compensation Committee made stock option grants to the
executive officers of the Company totaling 118,000 shares of Brink's Stock and
130,000 shares of Burlington Stock. No Minerals Stock option grants were made
during 1996 due to the unavailability of a sufficient number of shares under the
1988 Stock Option Plan. The Committee intends to recommend to the Board
amendments to the 1988 Stock Option Plan for approval at the 1997 Annual Meeting
of Shareholders that, if adopted, would ameliorate this constraint. The
Committee's intent in making these grants is to raise the level of executive
stock ownership and to further align the interests of management and
shareholders. Because the 1996 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 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.
Roger G. Ackerman, Chairman
James R. Barker
Adam H. Zimmerman
12
<PAGE>
<PAGE>
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 December
31, 1991, through December 31, 1996, 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 freight transportation companies (the 'Burlington
Index') selected by the Company, an index of peer security companies (the
'Brink's 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)
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
12/31/91 12/31/92 7/6/93 12/31/93 12/31/94 12/31/95 1/3/96 12/31/96
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Pittston Composite 100 89.682 111.069 208.402 193.647 213.381 215.722 251.437
S&P 500 Index 100 107.67 110.523 118.169 119.781 164.845 166.396 203.241
Composite Peer Index 100 115.208 109.497 140.681 127.205 156.73 158.444 201.957
</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
('Services 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. 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 distributing a third class of common stock
designated as Pittston Burlington Group Common Stock on the basis of one
half share of such Stock for each share of the Company's former Services
Stock held by shareholders of record on January 19, 1996. 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
December 31, 1991, 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) and prior to January 3, 1996 (the date of commencement
of trading in the Brink's Stock and the Burlington Stock) the graph depicts
the cumulative return on a capitalization-weighted combination of Services
Stock and Minerals Stock. Since January 3, 1996 the graph depicts the
cumulative return on a capitalization-weighted combination of Brink's Stock,
Burlington Stock
13
<PAGE>
<PAGE>
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 periods
from December 31, 1990 through July 5, 1993, from July 6, 1993 through
December 31, 1995, from January 1, 1996 through January 2, 1996 and from
January 3, 1996 through December 31, 1996, with the value of each index set
to $100 on December 31, 1991. 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: ADT Limited, Airborne Freight Corp., Air
Express International Corporation, Ashland Coal Company, Borg-Warner
Security Corporation, Expeditors International Inc., Federal Express
Corporation, Harper Group Inc., Wackenhut Corporation (Class A) and
Westmoreland Coal Company. In constructing the Composite Peer Group Index
for 1996, the Company has omitted Addington Resources, Inc. and MAPCO
because such companies are no longer in the coal business and has omitted
Consolidated Freightways, Inc. because a 1996 corporate reorganization of
that company renders its 1996 performance incomparable with that of prior
years.
14
<PAGE>
<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, 1996)
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
7/6/93 12/31/93 12/31/94 12/31/95 12/31/96
<S> <C> <C> <C> <C> <C>
Pittston Minerals Group 100 189.541 209.64 120.48 140.366
Pittston Services Group 100 187.393 169.43 204.11 240.654
S&P 500 Index 100 106.918 108.38 149.15 203.241
S&P Transportation Index 100 114.96 91.34 127.54 146.67
Minerals Peer Index 100 118.889 94.41 98.21 107.825
Services Peer Index 100 129.148 122.69 153.79 189.655
</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 January 2, 1996, on $100 invested in either Services Stock, Minerals
Stock, the Services Index, the Minerals Index, S&P 500 Index or the S&P
Transportation Index. Since January 3, 1996 (the date of commencement of
trading in Brink's Stock and Burlington Stock), for the line designated as
'Pittston Services,' the graph depicts the cumulative return on a
capitalization-weighted combination of Brink's Stock and Burlington Stock.
Total return assumes reinvestment of dividends. The Services Index consists
of a market capitalization-weighted combination of the common stocks of ADT
Limited, Airborne Freight Corp., Air Express International Corporation,
Borg-Warner Security Corporation, Expeditors International Inc., Federal
Express Corporation, Harper Group Inc. and Wackenhut Corporation (Class A).
In constructing the Services Index for 1996, the Company has omitted
Consolidated Freightways, Inc. because a 1996 corporate reorganization of
that company renders its 1996 performance incomparable with that of prior
years. The Minerals Index consists of a market capitalization-weighted
combination of the common stocks of Ashland Coal Company and Westmoreland
Coal Company. In constructing the Minerals Index for 1996, the Company has
omitted Addington Resources, Inc. and MAPCO because such companies are no
longer in the coal business.
15
<PAGE>
<PAGE>
COMPARISON OF CUMULATIVE TOTAL RETURN AMONG BRINK'S GROUP COMMON STOCK,
BURLINGTON GROUP COMMON STOCK, THE S&P 500 INDEX, THE S&P TRANSPORTATION INDEX,
THE BRINK'S PEER INDEX AND THE BURLINGTON PEER INDEX(3)
(FROM JANUARY 3, 1996 THROUGH DECEMBER 31, 1996)
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
01/03/96 12/31/96
<S> <C> <C>
Pittston Brink's 100 119.765
Pittston Burlington 100 108.02
S&P 500 Index 100 122.143
S&P Transportation Index 100 113.34
Brink's Peer Index 100 137.088
Burlington Peer Index 100 122.289
</TABLE>
- ------------
(3) The graph depicts the cumulative return from January 3, 1996, the date of
commencement of trading in the Brink's Stock and Burlington Stock, through
December 31, 1996, on $100 invested in either Brink's Stock, Burlington
Stock, the Brink's Index, the Burlington Index, the S&P 500 Index or the S&P
Transportation Index. Total return assumes reinvestment of dividends. The
Brink's Index consists of a market capitalization-weighted combination of
the common stocks of ADT Limited, Borg-Warner Security Corporation,
Protection One, Inc. and Wackenhut Corporation (Class A). The Burlington
Index consists of a market capitalization-weighted combination of the common
stocks of Airborne Freight Corp., Air Express International Corporation,
Expeditors International Inc., Federal Express Corporation and Harper Group
Inc.
16
<PAGE>
<PAGE>
PROPOSALS OF THE BOARD
The following proposals are expected to be presented to the meeting. With
respect to Proposals Nos. 1-5, 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 AMENDMENT OF THE 1988 STOCK OPTION PLAN OF
THE COMPANY: 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 AMENDMENT OF THE NON-EMPLOYEE DIRECTORS'
STOCK OPTION PLAN OF THE COMPANY: 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.
4, will be counted as present but not voted and will have the same effect as
votes cast in opposition to such Proposal.
PROPOSAL NO. 5 -- APPROVAL OF AMENDMENT OF THE 1994 EMPLOYEE STOCK
PURCHASE PLAN OF THE COMPANY: 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. 5, will be
counted as present but not voted and will have the same effect as votes cast in
opposition to such Proposal.
17
<PAGE>
<PAGE>
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 shall be ten.
The nominees for election as directors for three-year terms expiring in
2000 are: Messrs. Roger G. Ackerman, Joseph C. Farrell and Robert H. Spilman.
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 2000
[Photo] ROGER G. ACKERMAN, 58, is Chairman and Chief Executive Officer
of Corning Incorporated, a company engaged in specialty
glass, ceramics and communications and consumer products
manufacturing. He has served Corning Incorporated in various
engineering, sales and management capacities since 1962,
including President and Chief Operating Officer from 1992 to
April of 1996 and 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 Chairman
of the Compensation and Benefits Committee and a member of
the Executive Committee and the Finance Committee. He is also
a Trustee of the Rutgers University Foundation.
[Photo] JOSEPH C. FARRELL, 61, 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 a director of TRINOVA Corporation and Universal
Corporation. Mr. Farrell is also a member of the Board of
Trustees of Virginia Commonwealth University School of
Engineering Foundation. Mr. Farrell has been a director of
the Company since 1986 and is Chairman of the Executive
Committee.
</TABLE>
18
<PAGE>
<PAGE>
<TABLE>
<S> <C>
[Photo] ROBERT H. SPILMAN, 69, 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, and TRINOVA Corporation. Mr. Spilman has been a
director of the Company since 1987 and is Chairman of the
Finance Committee and a member of the Executive Committee and
the Nominating Committee.
CONTINUING DIRECTORS
[Photo] JAMES R. BARKER, 61, is Chairman of The Interlake Steamship Co.
He is also Vice Chairman of Mormac Marine Group, Inc. and
Moran Towing Corp. Mr. Barker was formerly Chairman of the
Board of Global Self Unloaders Inc. and 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 Chairman of the
Audit and Ethics Committee and a member of the Executive
Committee and the Compensation and Benefit Committee. His
current term as a director of the Company expires in 1998.
[Photo] JAMES L. BROADHEAD, 61, 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 Chairman of the Pension
Committee and a member of the Executive Committee and the
Nominating Committee. His current term as a director of the
Company expires in 1998.
</TABLE>
19
<PAGE>
<PAGE>
<TABLE>
<S> <C>
[Photo] WILLIAM F. CRAIG, 65, 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 Nominating
Committee and a member of the Executive Committee and the
Audit and Ethics Committee. His current term as a director of
the Company expires in 1999.
[Photo] RONALD M. GROSS, 63, is Chairman and Chief Executive Officer of
Rayonier Inc., a global supplier of specialty pulps, timber
and wood products. Mr. Gross was President and Chief
Operating Officer from 1978, when he joined Rayonier, until
1996. He 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 Repre-
sentative. Mr. Gross has been a director of the Company since
1995 and is a member of the Executive Committee, the Audit
and Ethics Committee and the Pension Committee. His current
term as a director of the Company expires in 1998.
[Photo] CHARLES F. HAYWOOD, 69, is National City Bank Professor of
Finance at the University of Kentucky. Until 1994 Dr. Haywood
was Director and Chief Economist, Center for Business and
Economic Research, and 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. He is a director of the WWW
Internet Fund in Lexington, Kentucky. Dr. Haywood has been a
director of the Company since 1980 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 1999.
</TABLE>
20
<PAGE>
<PAGE>
<TABLE>
<S> <C>
[Photo] DAVID L. MARSHALL, 58, 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. He is a director of MacMillan Bloedel Limited. Mr.
Marshall has been a director of the Company since 1986 and is
a member of the Executive Committee and the Pension
Committee. His current term as a director of the Company
expires in 1998.
[Photo] ADAM H. ZIMMERMAN, 70, 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.
and The Toronto-Dominion Bank. Mr. Zimmerman has been a
director of the Company since 1987 and is a member of the
Executive Committee, the Audit and Ethics Committee and the
Compensation and Benefits Committee. His current term as a
director of the Company expires in 1999.
</TABLE>
RECOMMENDATION OF THE BOARD
THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE
FOR ALL NOMINEES FOR ELECTION AS DIRECTORS.
21
<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, 1997, was as follows:
<TABLE>
<CAPTION>
NAME OF INDIVIDUAL NUMBER OF SHARES
OR IDENTITY OF GROUP BENEFICIALLY OWNED (A) (B)
- ----------------------------------------------------- -----------------------------
<S> <C> <C> <C>
R. G. Ackerman....................................... Brink's Stock 10,963 (c)
Burlington Stock 12,669 (c)
Minerals Stock 3,572 (c)
J. R. Barker......................................... Brink's Stock 11,038 (c)
Burlington Stock 12,733 (c)
Minerals Stock 3,640 (c)
J. L. Broadhead...................................... Brink's Stock 11,336 (c)
Burlington Stock 12,513 (c)
Minerals Stock 3,911 (c)
W. F. Craig.......................................... Brink's Stock 11,687 (c)
Burlington Stock 13,311 (c)
Minerals Stock 4,192 (c)
J. C. Farrell........................................ Brink's Stock 229,750 (d)(e)(f)
Burlington Stock 254,612 (d)(e)(f)
Minerals Stock 123,352 (d)(e)(f)
R. M. Gross.......................................... Brink's Stock 6,799 (c)
Burlington Stock 7,814 (c)
Minerals Stock 2,473 (c)
J. B. Hartough....................................... Brink's Stock 39,589 (d)(e)(f)(g)
Burlington Stock 48,664 (d)(e)(f)(g)
Minerals Stock 20,099 (d)(e)(f)(g)
C. F. Haywood........................................ Brink's Stock 9,909 (c)
Burlington Stock 10,999 (c)
Minerals Stock 3,921 (c)
F. T. Lennon......................................... Brink's Stock 62,030 (d)(e)(f)
Burlington Stock 65,921 (d)(e)(f)
Minerals Stock 20,063 (d)(e)(f)
D. L. Marshall....................................... Brink's Stock 58,601 (d)(f)
Burlington Stock 67,230 (d)(f)
Minerals Stock 14,168 (d)(f)
A. F. Reed........................................... Brink's Stock 12,391 (d)(e)(f)
Burlington Stock 11,959 (d)(e)(f)
Minerals Stock 7,708 (d)(e)(f)
G. R. Rogliano....................................... Brink's Stock 36,692 (d)(f)(i)
Burlington Stock 35,578 (d)(f)(i)
Minerals Stock 14,158 (d)(f)
R. H. Spilman........................................ Brink's Stock 11,936 (c)
Burlington Stock 13,559 (c)
Minerals Stock 4,453 (c)
A. H. Zimmerman...................................... Brink's Stock 14,011 (c)
Burlington Stock 14,628 (c)
Minerals Stock 4,921 (c)
14 nominees, directors and executive officers as a
group.............................................. Brink's Stock 526,732 (j)
Burlington Stock 582,190 (j)
Minerals Stock 230,631 (j)
</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 1% 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,
1997, upon the exercise of options granted pursuant to the Company's stock
option plans, as follows:
(footnotes continued on next page)
22
<PAGE>
<PAGE>
(footnotes continued from previous page)
<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 178,759
Burlington Shares 223,552
Minerals Shares 91,026
Mr. Gross............................................ Brink's Shares 5,371
Burlington Shares 6,718
Minerals Shares 1,533
Mr. Hartough......................................... Brink's Shares 28,845
Burlington Shares 43,084
Minerals Shares 13,166
Dr. Haywood.......................................... Brink's Shares 7,006
Burlington Shares 8,764
Minerals Shares 2,000
Mr. Lennon........................................... Brink's Shares 45,660
Burlington Shares 57,101
Minerals Shares 14,366
Mr. Marshall......................................... Brink's Shares 49,630
Burlington Shares 62,080
Minerals Shares 13,333
Mr. Reed............................................. Brink's Shares 6,959
Burlington Shares 8,714
Minerals Shares 2,000
Mr. Rogliano......................................... Brink's Shares 21,895
Burlington Shares 27,388
Minerals Shares 8,583
Each of Messrs. 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 (14 persons)................................. Brink's Shares 398,776
Burlington Shares 505,751
Minerals Shares 161,607
</TABLE>
(c) Includes units representing shares, rounded to the nearest whole unit,
credited to each Director's account under the Company's Directors' Stock
Accumulation Plan with respect to the fiscal year ended on or prior to
January 31, 1997, as follows:
<TABLE>
<S> <C> <C>
Mr. Ackerman......................................... Brink's Units 854
Burlington Units 778
Minerals Units 772
Mr. Barker........................................... Brink's Units 928
Burlington Units 846
Minerals Units 840
Mr. Broadhead........................................ Brink's Units 1,228
Burlington Units 1,120
Minerals Units 1,111
Mr. Craig............................................ Brink's Units 1,528
Burlington Units 1,393
Minerals Units 1,382
Mr. Gross............................................ Brink's Units 928
Burlington Units 846
Minerals Units 840
Dr. Haywood.......................................... Brink's Units 1,903
Burlington Units 1,735
Minerals Units 1,721
Mr. Spilman.......................................... Brink's Units 1,828
Burlington Units 1,666
Minerals Units 1,653
</TABLE>
(footnotes continued on next page)
23
<PAGE>
<PAGE>
(footnotes continued from previous page)
<TABLE>
<S> <C> <C>
Mr. Zimmerman........................................ Brink's Units 1,903
Burlington Units 1,735
Minerals Units 1,721
</TABLE>
(d) 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, 1997, as follows:
<TABLE>
<S> <C> <C>
Mr. Farrell.......................................... Brink's Units 38,910
Burlington Units 24,795
Minerals Units 29,489
Mr. Hartough......................................... Brink's Units 5,831
Burlington Units 2,906
Minerals Units 5,835
Mr. Lennon........................................... Brink's Units 6,966
Burlington Units 4,036
Minerals Units 2,877
Mr. Marshall......................................... Brink's Units 6,411
Burlington Units 3,858
Minerals Units 717
Mr. Reed............................................. Brink's Units 3,070
Burlington Units 2,058
Minerals Units 2,811
Mr. Rogliano......................................... Brink's Units 7,976
Burlington Units 4,779
Minerals Units 4,895
</TABLE>
Non-employee directors do not participate in the Company's Key Employees'
Deferred Compensation Program.
(e) Includes shares, rounded to the nearest whole share, held in nominee name
under the Company's 1994 Employee Stock Purchase Plan at January 31, 1997,
as follows:
<TABLE>
<S> <C> <C>
Mr. Farrell.......................................... Brink's Shares 244
Burlington Shares 308
Minerals Shares 233
Mr. Hartough......................................... Brink's Shares 1,191
Burlington Shares 803
Minerals Shares 21
Mr. Lennon........................................... Brink's Shares 958
Burlington Shares 561
Minerals Shares 946
Mr. Reed............................................. Brink's Shares 509
Burlington Shares 257
Minerals Shares 454
</TABLE>
Non-employee directors do not participate in the Company's 1994 Employee
Stock Purchase Plan.
(f) Includes shares, rounded to the nearest whole share, held by the trustee
under the Company's Savings-Investment Plan at January 31, 1997, as
follows:
<TABLE>
<S> <C> <C>
Mr. Farrell.......................................... Brink's Shares 7,837
Burlington Shares 3,957
Minerals Shares 1,804
Mr. Hartough......................................... Brink's Shares 2,722
Burlington Shares 1,371
Minerals Shares 677
Mr. Lennon........................................... Brink's Shares 5,446
Burlington Shares 2,723
Minerals Shares 1,274
Mr. Marshall......................................... Brink's Shares 418
Burlington Shares 221
Minerals Shares 118
Mr. Reed............................................. Brink's Shares 1,853
Burlington Shares 930
Minerals Shares 443
Mr. Rogliano......................................... Brink's Shares 2,821
Burlington Shares 1,411
Minerals Shares 680
</TABLE>
Non-employee directors do not participate in the Company's Savings-
Investment Plan.
(g) Includes 1,000 Brink's Shares, 500 Burlington Shares and 400 Minerals Shares
held by Mr. Hartough's daughters, for which he is custodian.
(h) Includes 1,250 Minerals shares held by Mr. Reed's son, for which he is
custodian.
(i) 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.
(j) See notes (a) through (i) above. The total number represents approximately
1.27% of the Company's outstanding Brink's Stock, 2.8% of the Company's
outstanding Burlington Stock and 2.7% of the Company's outstanding Minerals
Stock at January 31, 1997.
24
<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, 1996:
<TABLE>
<CAPTION>
SHARES
NAME AND ADDRESS OF BENEFICIALLY PERCENT
BENEFICIAL OWNER OWNED OF CLASS
- ------------------------------------------------------- ------------------------------- --------
<S> <C> <C> <C>
The Chase Manhattan Bank (National
Association), as Trustee under
The Pittston Company Employee
Benefits Trust Agreement Brink's Stock 3,250,555(a) 7.87%
Chase Metrotech Center Burlington Stock 1,340,139(a) 6.47%
Brooklyn, NY 11245................................. Minerals Stock 500,456(a) 5.95%
FMR Corp.
Edward C. Johnson 3d
Abigail P. Johnson
Fidelity Management & Research Company
Fidelity Low-Priced Stock Fund
82 Devonshire Street Brink's Stock 2,232,300(b) 5.37%
Boston, MA 02109-3614................................ Burlington Stock 2,420,667(c) 11.68%
Lazard Freres & Co. LLC
30 Rockefeller Plaza
New York, NY 10020................................... Burlington Stock 1,390,772(d) 6.7%
R.B. Haave Associates, Inc.
36 Grove Street
New Canaan, CT 06840................................. Minerals Stock 522,600(e) 6.69%
National Rural Electric Cooperative Association
4301 Wilson Boulevard
Arlington, VA 22203.................................. Minerals Stock 675,880(f) 8.9%
Norwest Corporation
Norwest Center
Sixth and Marquette
Minneapolis, MN 55479-1026
Norwest Bank Colorado, Inc.
1740 Broadway
Denver, CO 80274-8677................................ Minerals Stock 664,122(g) 7.9%
The Prudential Insurance Company of America
751 Broad Street
Newark, NJ 07102-3777................................ Burlington Stock 1,358,200(h) 6.56%
Tiger Management L.L.C.
Tiger Performance L.L.C.
Panther Partners, L.P.
Panther Management Company, L.P.
Julian H. Robertson, Jr.
101 Park Avenue
New York, NY 10178................................... Brink's Stock 4,352,900(i) 10.5%
Wellington Management Company, LLP
75 State Street
Boston, MA 02109..................................... Burlington Stock 1,621,590(j) 7.83%
</TABLE>
- ------------
(a) 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.
25
<PAGE>
<PAGE>
(b) According to a report on Schedule 13G dated February 14, 1997, filed with
the Securities and Exchange Commission by FMR Corp. on behalf of itself;
Edward C. Johnson 3d, Chairman of FMR Corp.; Abigail P. Johnson, a Director
of FMR Corp.; and FMR Corp.'s direct subsidiary, Fidelity Management &
Research Company, an investment adviser registered under the Investment
Advisers Act of 1940, FMR Corp. had through such entities sole voting power
over 2,700 shares of Brink's Stock, shared voting power over no shares of
Brink's Stock, sole dispositive power over 2,232,300 shares of Brink's
Stock and shared dispositive power over no shares of Brink's Stock.
(c) According to a report on Schedule 13G dated February 14, 1997, filed with
the Securities and Exchange Commission by FMR Corp. on behalf of itself;
Edward C. Johnson 3d, Chairman of FMR Corp.; Abigail P. Johnson, a Director
of FMR Corp.; FMR Corp.'s direct subsidiary, Fidelity Management & Research
Company, an investment adviser registered under the Investment Advisers Act
of 1940; and Fidelity Low-Priced Stock Fund, FMR Corp. had through such
entities sole voting power over 58,667 shares of Burlington Stock, shared
voting power over no shares of Burlington Stock, sole dispositive power
over 2,420,667 shares of Burlington Stock and shared dispositive power over
no shares of Burlington Stock. According to such report, the interest of
Fidelity Low-Priced Stock Fund in Burlington Stock amounted to 1,146,600
shares, or 5.53% of the total outstanding Burlington Stock at December 31,
1996.
(d) According to a report on Schedule 13G dated February 14, 1997, filed with
the Securities and Exchange Commission by Lazard Freres & Co., LLC, a New
York limited liability company and an investment adviser registered under
the Investment Advisers Act of 1940, Lazard Freres & Co. LLC had sole
voting power over 1,285,122 shares of Burlington Stock, shared voting power
over no shares of Burlington Stock, sole dispositive power over 1,390,772
shares of Burlington Stock and shared dispositive power over no shares of
Burlington Stock.
(e) According to a report on Schedule 13G dated March 4, 1997, filed with the
Securities and Exchange Commission by R.B. Haave Associates, Inc., an
investment adviser registered under section 203 of the Investment Advisers
Act of 1940, R.B. Haave Associates, Inc. had sole voting power over 562,600
shares of Minerals Stock, shared voting power over no shares of Minerals
Stock, sole dispositive power over 562,600 shares of Minerals Stock and
shared dispositive power over no shares of Minerals Stock.
(f) According to a report on Schedule 13G dated February 13, 1997, filed with
the Securities and Exchange Commission by the National Rural Electric
Cooperative Association, an employee benefit plan, pension fund which is
subject to the provisions of the Employee Retirement Income Security Act of
1974 or endowment fund, the National Rural Electric Cooperative Association
had sole voting power over 675,880 shares of Minerals Stock, shared voting
power over no shares of Minerals Stock, sole dispositive power over 675,880
shares of Minerals Stock and shared dispositive power over no shares of
Minerals Stock.
(g) 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 and its indirect subsidiary, Norwest Bank Colorado, Inc., Norwest
Corporation had through such subsidiary sole voting power over 593,902
shares of Minerals Stock, shared voting power over 60 shares of Minerals
Stock, sole dispositive power over 1,663,962 shares of Minerals Stock and
shared dispositive power over no shares of Minerals Stock. In the report
Norwest Corporation and its subsidiary disclaimed beneficial ownership.
(h) According to a report on Schedule 13G dated February 10, 1997, filed with
the Securities and Exchange Commission by The Prudential Insurance Company
of America, a mutual insurance company organized under the laws of the
State of New Jersey, The Prudential Insurance Company of America had sole
voting power over 803,850 shares of Burlington Stock, shared voting power
over 545,050 shares of Burlington Stock, sole dispositive power over
803,850 shares of Burlington Stock and shared dispositive power over
554,350 shares of Burlington Stock. In the report The Prudential Insurance
Company of America disclaimed beneficial ownership.
(i) According to a report on Schedule 13G dated February 12, 1997, filed with
the Securities and Exchange Commission by Julian H. Robertson, Jr., as the
ultimate controlling person of Tiger Management L.L.C., Tiger Performance
L.L.C., Panther Partners, L.P. and Panther Management Company, L.P., Julian
H. Robertson, Jr., had sole voting power over no shares of Brink's Stock,
shared voting power over 4,352,900 shares of Brink's Stock, sole
dispositive power over no shares of Brink's Stock and shared dispositive
power over 4,352,900 shares of Brink's Stock.
(j) According to a report on Schedule 13G dated February 13, 1997, filed with
the Securities and Exchange Commission by Wellington Management Company,
LLP, a parent holding company and an investment adviser registered under
the Investment Advisers Act of 1940, Wellington Management Company, LLP,
had sole voting power over no shares of Burlington Stock, shared voting
power over 872,490 shares of Burlington Stock, sole dispositive power over
no shares of Burlington Stock and shared dispositive power over 1,621,590
shares of Burlington Stock.
26
<PAGE>
<PAGE>
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 1997 and recommends approval of such selection by the shareholders.
KPMG Peat Marwick LLP served in this capacity for the year 1996. 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 -- PROPOSAL TO APPROVE AMENDMENT
OF THE 1988 STOCK OPTION PLAN OF THE COMPANY
Stock options have for many years been an important part of the Company's
overall compensation program. The Board of Directors believes that options serve
to attract, retain and motivate key employees and to enhance their incentive to
perform at the highest level and contribute significantly to the Company's
success by, among other things, encouraging such employees to take a longer term
view in their decisions affecting the Company and by promoting employee stock
ownership, thereby further aligning the interests of management and
shareholders.
At March 17, 1997, a total of 1,722,543 shares of Brink's Stock, 1,908,091
shares of Burlington Stock and 554,297 shares of Minerals Stock are issuable
pursuant to outstanding options granted under the Company's 1985 and 1988 Stock
Option Plans. No further options may be granted under the 1979 and 1985 Plans,
and only 697,473 shares of Brink's Stock, 124,430 shares of Burlington Stock and
32,982 shares of Minerals Stock remain available for grant under the 1988 Plan.
In these circumstances and having regard to long-standing employee
compensation practices of other major corporations, the Board of Directors has
after careful review concluded that it is in the best interest of the Company
and its shareholders to amend the 1988 Stock Option Plan (the '1988 Plan') to
increase the maximum number of shares of Common Stock which may be issued
pursuant to options granted under the 1988 Plan to 1,000,000 shares of Brink's
Stock, 1,000,000 shares of Burlington Stock and 250,000 shares of Minerals Stock
plus, in each case, the number of shares of Brink's Stock, Burlington Stock or
Minerals Stock, as the case may be, issuable pursuant to options outstanding on
March 17, 1997. In addition, the proposed amendment extends the term of the 1988
Plan for an additional ten years to 2008, expands the definition of change in
control, permits retirees to continue to vest in unvested options for the
three-year period following retirement based on the vesting schedule in effect
at retirement, provides for full vesting of outstanding options in the event of
death during employment or within three years following retirement and changes
the description of the committee administering the plan to comply with the new
Rule 16b-3(b)(3) under the Securities Exchange Act of 1934, as amended (the
'Act'). Accordingly, at a meeting held on March 14, 1997, the Board adopted the
amendment to the 1988 Plan set forth in Exhibit A to this Proxy Statement,
subject to approval of the amendment by the shareholders of the Company.
Summary of 1988 Plan. The Company's shareholders approved the 1988 Plan at
their 1988 Annual Meeting and approved amendments to the 1988 Plan at the 1992,
1993 and 1994 annual meetings and at a Special Meeting in 1996. The 1988 Plan is
administered by the Compensation and Benefits Committee (the 'Committee') of the
Board of Directors. All members of the Committee must be non-employee directors
and none of them are eligible to participate in the 1988 Plan. The proposed
amendment provides that members of the Committee must satisfy the requirements
for a non-employee director pursuant to Rule 16b-3(b)(3) under the Act. The
Committee is authorized to determine the employees, including officers, to whom
options are granted. Each option granted is on such terms and conditions
consistent with the 1988 Plan as the Committee may determine. Authority to grant
options to employees who are not officers may be delegated by the Board to one
or more officers of the Company.
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Option grants are made only to persons who are officers or salaried
employees of the Company or a subsidiary of the Company or who have agreed in
writing to become officers or salaried employees within not more than 30 days
following the date of the option grant. Options under the 1988 Plan have been
granted to all five of the Company's most highly compensated executive officers,
such officers having received Brink's, Burlington and Minerals options.
At March 17, 1997, 1,686,633 shares of Brink's Stock, 1,878,778 shares of
Burlington Stock and 539,219 shares of Minerals Stock were issuable pursuant to
options outstanding under the 1988 Plan. The proposed amendment will authorize
the issuance of an additional 1,000,000 shares of Brink's Stock, 1,000,000
shares of Burlington Stock and 250,000 shares of Minerals Stock pursuant to
options to be granted under the Plan. The maximum number is subject to
adjustment in case of stock splits and various corporate changes. The per share
fair market values of the Company's Common Stock on March 17, 1997, were
approximately $26.06 for Brink's Stock, $19.69 for Burlington Stock and $14.69
for Minerals Stock.
The 1988 Plan limits the number of options that may be granted in any
calendar year to any single participant to options to purchase no more than
167,000 shares of Brink's Stock, 83,000 shares of Burlington Stock and 200,000
shares of Minerals Stock.
The Board of Directors may at any time terminate or from time to time
amend, modify or suspend the 1988 Plan, except that no such amendment or
modification without the approval of shareholders shall (a) increase the maximum
number of shares which may be purchased pursuant to options granted under the
Plan, (b) permit the granting of options at an option price less than 100% of
the fair market value of the underlying Common Stock on the date the option is
granted, (c) permit the exercise of an option unless arrangements are made to
ensure full payment of the option price upon or prior to delivery of the shares
or (d) as provided in the amendment, extend beyond May 11, 2008, the period
during which options may be granted.
The option price of shares covered by options granted under the 1988 Plan
may not be less than the fair market value at the time the option is granted.
The option price must be paid in full in cash or cash equivalent at the time of
purchase or prior to delivery of the shares in accordance with cash payment
arrangements acceptable to the Committee. If the Committee so determines, the
option price may also be paid in shares of the Company's Common Stock already
owned by the optionee. The Committee has discretion to determine the time or
times when options become exercisable, within the limits set forth in the 1988
Plan. All options granted under the 1988 Plan will, however, become fully
exercisable if there is a change in control (as redefined in the proposed
amendment to the 1988 Plan) of the Company.
No option is transferable by the optionee otherwise than by will or by the
laws of descent or distribution, and during an optionee's lifetime is
exercisable only by the optionee or the optionee's duly appointed legal
representative.
Each option granted under the 1988 Plan constitutes either an incentive
stock option, intended to qualify under Section 422 of the Code, or a
nonqualified stock option, not intended to qualify under Section 422, as
determined in each case by the Committee. Each incentive stock option terminates
not later than 10 years from the date of grant and each nonqualified option
expires not later than 10 years and two days from the date of grant. In view of
the provisions of federal income tax laws now in effect, the Company has never
granted incentive stock options under the 1988 Plan.
The Committee may grant a stock appreciation right (a 'Stock Appreciation
Right') in connection with any option granted under the 1988 Plan. Any such
Stock Appreciation Right will provide that the Company, at the election of the
optionee and subject to specified conditions, will purchase all or any part of
such option to the extent exercisable at the date of such election, for an
amount (in the form of cash, shares of the Company's Common Stock, or any
combination thereof, as the Committee in its discretion determines) equal to the
excess of the fair market value of the shares covered by the option or part
thereof so purchased over the option price of such shares. Shares covered by any
option so purchased are not available for grant of further options. No options
containing Stock Appreciation Rights are currently outstanding under the 1988
Plan.
The Committee may grant a limited right (a 'Limited Right') in connection
with any option granted under the 1988 Plan. A Limited Right is exercisable only
for a limited period in the event of a
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tender offer, exchange offer or series of purchases or other acquisitions, or
any combination of such transactions, for shares of the Company's Common Stock
where shares of Common Stock representing 30% or more of the total voting power
in the election of directors of the Company of all classes of Common Stock are
acquired. A Limited Right provides that the Company will, at the election of the
optionee and subject to specified conditions, purchase all or any part of the
option to which the Limited Right relates for an amount equal to the excess of
the highest price paid pursuant to the offer over the option price of such
shares. Payment upon exercise of a Limited Right will be entirely in cash.
Shares covered by any option as to which a Limited Right is exercised are not
available for grant of further options.
If an optionee ceases to be an employee of the Company or one of its
subsidiaries for any reason other than death or retirement under a pension plan
sponsored by the Company, any option, Stock Appreciation Right or Limited Right
to the extent then exercisable may be exercised under the current terms of the
1988 Plan, within three months after cessation of employment, or in the case of
a Limited Right not later than the expiration date of such Right. The proposed
amendment provides that if and when an optionee ceases to be an employee by
reason of the optionee's early, normal or late retirement under a pension plan
sponsored by the Company, an optionee's options shall be terminated except that
(a) any Stock Appreciation Right or Limited Right to the extent then exercisable
may be exercised within three months after such retirement, but not later than
the termination date of the option or in the case of a Limited Right not later
than the expiration date of such Right, (b) any option to the extent then
exercisable may, unless it provides otherwise, be exercised within three years
after such retirement, but not later than the termination date of the option,
unless within 45 days after such retirement the Committee determines, in its
discretion, that such option may be exercised only within a period of shorter
duration (not less than three months following notice of such determination to
the optionee) to be specified by the Committee and (c) any unvested installment
of such option which is scheduled to become exercisable within three years after
the retiree's date of retirement, may (unless the Committee determines that such
option may be exercised only within a shorter period as described in (b) above)
be exercised after the date on which such installment would become exercisable
as if the retiree had continued to be an employee until such date, provided,
however, that no option may be exercised after the earlier of (i) three years
and three months after the employee's retirement or (ii) the termination date of
the option.
The proposed amendment provides that if an optionee shall die while an
employee or within three years of his retirement (a) all of the optionee's Stock
Appreciation Rights or Limited Rights shall be terminated and (b) any
outstanding option that would become exercisable within three years of his or
her retirement shall become fully vested and may be exercised within one year
after the date of such death, but not later than the termination date of the
option, by the person designated in the optionee's last will and testament or,
if none, by the legal representative of the optionee's estate.
In no case may an option or related Stock Appreciation Right or Limited
Right be exercised following the termination date of the option.
The Company may establish procedures for ensuring payment or withholding of
income or other taxes in connection with the issuance of shares under options.
Such procedures may include provision for such payment or withholding by
retention of shares otherwise issuable to the optionee.
The options and shares authorized by this Plan have been registered under
the Securities Act of 1933.
Federal Tax Consequences of the Plan. Under present federal income tax
laws, options under the 1988 Plan have the following consequences:
(1) Upon the granting of an option under the 1988 Plan, the optionee
will have no taxable income and the Company will have no tax deduction.
(2) Upon exercise of a nonqualified option, the optionee will realize
ordinary taxable income in an amount equal to the excess, if any, of the
fair market value of the shares of Common Stock as to which the option is
then being exercised over the option price of such shares. Gain or loss
realized by an optionee on disposition of the shares will generally be
capital gain or loss to the optionee and will not result in any additional
tax consequences to the Company.
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(3) Exercise of an incentive stock option will not, by itself, result
in the recognition of taxable income to the optionee or entitle the Company
to a deduction at the time of such exercise. However, the excess of the
fair market value of shares as to which the option is then being exercised
over the option price on the date of exercise must be included as an
adjustment in computing alternative minimum taxable income. The optionee
will recognize capital gain or loss upon resale of the shares received upon
such exercise, provided that the optionee held such shares for a least one
year after the date of transfer to the optionee and for at least two years
after the grant of the option. Generally, if the shares are not held for
both of those periods, the optionee will recognize ordinary income upon
disposition in an amount equal to the excess of the fair market value of
the shares on the date of such exercise over the option price of such
shares. The balance of any gain or any loss will be treated as a capital
gain or loss to the optionee.
(4) The exercise of a Stock Appreciation Right or Limited Right will
result in the recognition of ordinary income by the optionee on the date of
exercise in an amount equal to the amount of cash received plus, in the
case of a Stock Appreciation Right, the fair market value on the date of
any shares acquired pursuant to the exercise of such Right.
(5) The Company will be allowed a deduction equal to the amount of
ordinary income realized by the optionee at the time the optionee
recognizes such income, provided applicable withholding requirements are
satisfied.
(6) Rights under the 1988 Plan conditioned on or accelerated by a
change in control or ownership of the Company may, under federal income tax
laws, result in 'parachute payments' which may be nondeductible by the
Company and may subject the optionee to a 20% excise tax.
Participation in the 1988 Plan. It is not possible to state which employees
will be granted awards under the 1988 Plan in the future or the amount of
options that may be awarded to a participant or the option price of any options
because these matters will be determined by the Committee in the future in
accordance with the Plan. For information concerning previous stock option
awards to the Company's five most highly compensated executive officers under
the 1988 Plan, see the information set forth under the captions 'Additional
Information -- Executive Compensation' and 'Additional Information -- Stock
Options'.
RECOMMENDATION OF THE BOARD
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE APPROVAL
OF THE AMENDMENT OF THE 1988 STOCK OPTION PLAN.
PROPOSAL NO. 4 -- PROPOSAL TO APPROVE AMENDMENT OF THE
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
The purpose of the Non-Employee Directors' Stock Option Plan (the 'Plan')
is to attract and retain the services of experienced independent directors by
encouraging them to acquire a proprietary interest in the Company in the form of
shares of its Common Stock. It is intended that this proprietary interest will
provide these directors with additional incentive to further the best interests
of the Company and its shareholders.
At March 17, 1997, a total of 95,879 shares of Brink's Stock, 113,164
shares of Burlington Stock and 27,000 shares of Minerals Stock are issuable
pursuant to outstanding options granted under the Plan. Only 42,000 shares of
Brink's Stock, 21,000 shares of Burlington Stock and 8,400 shares of Minerals
Stock remain available for grant under the Plan.
In these circumstances and having regard to long-standing director
compensation practices of other major corporations, the Board of Directors has
after careful review concluded that it is in the best interest of the Company
and its shareholders to amend the Plan to increase the maximum number of shares
of Common Stock which may be issued pursuant to options granted under the Plan
to 100,000 shares of Brink's Stock, 50,000 shares of Burlington Stock and 20,000
shares of Minerals Stock plus, in each case, the number of shares of Brink's
Stock, Burlington Stock, or Minerals Stock, as the case may be, issuable
pursuant to options outstanding on March 17, 1997. In addition, the proposed
amendment
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extends the term of the Plan for an additional ten years to 2008, provides for
the transferability of nonqualified options to immediate family members (or
trusts for such individuals), permits directors who retire and receive benefits
under the Directors' Stock Accumulation Plan to continue to vest in outstanding
options during the six-month period following retirement and provides for full
vesting of outstanding options in the event of death during employment or within
six months following retirement. Acordingly, at a meeting held on March 14,
1997, the Board adopted the amendment to the Plan set forth in Exhibit B to this
Proxy Statement, subject to approval of the amendment by the shareholders of the
Company.
Summary of the Plan. The shareholders approved the Plan at their 1988
Annual Meeting and approved amendments to the Plan at the 1992 Annual Meeting
and at a Special Meeting in 1996. The Plan is administered by the Board. Option
grants are made only to directors (each a 'Non-Employee Director') of the
Company who are not also employees of the Company or a subsidiary of the
Company. Options are granted under the Plan to Non-Employee Directors in
consideration of their continued service.
Options under the Plan have been granted to nine Non-Employee Directors. At
March 17, 1997, 95,879 shares of Brink's Stock, 113,164 shares of Burlington
Stock and 27,000 shares of Minerals Stock were issuable pursuant to options
outstanding under the Plan. The proposed amendment will authorize the issuance
of an additional 100,000 shares of Brink's Stock, 50,000 shares of Burlington
Stock and 20,000 shares of Minerals Stock pursuant to options to be granted
under the Plan. The maximum number is subject to adjustment in case of stock
splits and various corporate changes. The per share fair market values of the
Company's Common Stock on March 17, 1997, were approximately $26.06 for Brink's
Stock, $19.69 for Burlington Stock and $14.69 for Minerals Stock.
The Board may at any time terminate or from time to time amend, modify or
suspend the Plan, except that no such amendment or modification without the
approval of shareholders shall (a) increase the maximum number of shares which
may be issued (i) to any one Non-Employee Director or (ii) pursuant to all
options granted under the Plan, (b) permit the granting of options at an option
price less than 100% of the fair market value of the Company's Common Stock on
the date the option is granted, (c) permit the exercise of an option unless
arrangements are made to ensure full payment of the option price at the time of
exercise or (d) as provided in the amendment, extend beyond May 11, 2008, the
period during which options may be granted.
As provided in the Plan, each Non-Employee Director elected as a member of
the Board is automatically granted an option for 10,000 shares of Brink's Stock,
5,000 shares of Burlington Stock and 2,000 shares of Minerals Stock on the first
business day after he or she is first elected a director by the shareholders or
the Board. Each such 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. In addition, an automatic grant of an option for 1,000 shares
of Brink's Stock, 500 shares of Burlington Stock and 200 shares of Minerals
Stock will be made to each Non-Employee Director on July 1 of each year so long
as the Plan remains in effect. Each such option will become exercisable six
months from the date of grant.
The option price of shares covered by options granted under the Plan may
not be less than the fair market value at the time the option is granted and
must be paid in full at the time an option is exercised. Such payment must be
made in cash or cash equivalent at the time of purchase. The option price may
also be paid in shares of the Company's Common Stock already owned by the
Non-Employee Director.
Except as set forth in the proposed amendment, no option is transferable by
the Non-Employee Director otherwise than by will or by the laws of descent or
distribution and is exercisable during a Non-Employee Director's lifetime only
by the Non-Employee Director or a duly appointed legal representative. The
proposed amendment provides that, in the sole discretion of the Board, an option
may be transferable to immediate family members (or to trusts therefor) of an
optionee.
Each option granted under the Plan constitutes a nonqualified stock option
under the Internal Revenue Code. Each option terminates not later than ten years
from the date of grant.
In the case of a Non-Employee Director who ceases to serve as such for any
reason other than voluntary resignation or failure to stand for reelection
notwithstanding an invitation to continue to serve
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as a Non-Employee Director and who is entitled to receive a distribution under
the Directors' Stock Accumulation Plan, the Non-Employee Director's options to
the extent exercisable at the date of ceasing to serve may be exercised within
three years after such date and, as provided in the amendment, any option that
is not yet exercisable at the date of such cessation may be exercised on or
after the date on which it would become exercisable had the optionee continued
to serve as a Non-Employee Director until such date; provided, however, that no
option may be exercised after the earlier of (i) three years after the
optionee's cessation of service as a Non-Employee Director or (ii) the
termination date of the option.
In the case of death while serving as a Non-Employee Director or, as
provided in the amendment, within six months of ceasing to serve, under the
circumstances set forth in the preceding paragraph, as a Non-Employee Director,
all of the Non-Employee Director's outstanding options shall be fully vested and
may be exercised within one year after such date by the Non-Employee Director's
estate or by a person designated by will. Except as covered by the preceding
sentence, in the case of death of a Non-Employee Director after ceasing to serve
as such, the Non-Employee Director's option to the extent exercisable at the
date of ceasing to serve may be exercised within one year after the date of
death by the estate or by a person designated by will.
In the case of any other Non-Employee Director who ceases to serve as such,
the Non-Employee Director's option to the extent then exercisable may be
exercised within one year after ceasing to serve.
In no case may an option be exercised following the termination date of the
option.
Nothing in the Plan gives any Non-Employee Director any right to be
retained in the Company's service or limits the Board's power to adopt
additional compensation arrangements for Company directors or to change
arrangements in effect at any time, including those described above in this
Proxy Statement.
The options and shares authorized by this Plan have been registered under
the Securities Act of 1933.
Federal Tax Consequences of the Plan. Under present Federal income tax
laws, options under the Plan have the following consequences:
(1) Upon the granting of an option under the Plan, the Non-Employee
Director has no taxable income and the Company has no tax deduction.
(2) Upon exercise of the option, the Non-Employee Director realizes
ordinary taxable income, in an amount equal to the excess, if any, of the
fair market value of the shares of Common Stock at the time of exercise
over the option price of such shares. Gain or loss realized by a
Non-Employee Director on disposition of the shares is generally capital
gain or loss to the Director and does not result in any additional tax
consequences to the Company.
(3) The Company is allowed a deduction equal to the amount of ordinary
income realized by the Non-Employee Director at the time the Director
recognizes such income.
Participation in the Plan. The following table sets forth certain
information with respect to stock options that will be granted pursuant to the
Plan during fiscal year 1997 to all Non-Employee Directors as a group.
AMENDED PLAN BENEFITS
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING OPTIONS GRANTED
--------------------------
<S> <C>
All Non-Employee Directors as a Group
Brink's................................................................ 9,000
Burlington............................................................. 4,500
Minerals............................................................... 1,800
</TABLE>
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RECOMMENDATION OF THE BOARD
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS
VOTE FOR THE APPROVAL OF THE AMENDMENT OF THE
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN.
------------------------
PROPOSAL NO. 5 -- PROPOSAL TO APPROVE AMENDMENT
OF THE 1994 EMPLOYEE STOCK PURCHASE PLAN OF THE COMPANY
In July, 1994 the Board of Directors of the Company (the 'Board') adopted
the 1994 Employee Stock Purchase Plan of The Pittston Company (the 'Plan'),
which was approved by shareholders at the Company's 1994 annual meeting of
shareholders. Under the terms of the Plan as it presently exists, the Plan is
scheduled to terminate on June 30, 1997. The Board of Directors believes that it
is important and in the best interests of the Company and its shareholders to
encourage employee investment in the Common Stock of the Company at a discount
through regular payroll deductions and thereby encourage a proprietary interest
in the Company. Accordingly, at a meeting held on March 14, 1997, the Board
adopted, subject to approval of shareholders, an amendment to the Plan which
would extend its effectiveness until June 30, 2002. The text of the amendment is
set forth in Exhibit C to this Proxy Statement. Set forth below is a summary of
the Plan as it is proposed to be amended. The amendment will have no effect on
the Plan other than to extend its termination date. In particular, approval of
the amendment will not result in any increase in the total number of shares that
may be sold under the Plan.
Shares Issuable. A total of 750,000 shares of Pittston Brink's Group Common
Stock ('Brink's Shares'), 375,000 shares of Pittston Burlington Common Stock
('Burlington Shares') and 250,000 shares of Pittston Minerals Group Common Stock
('Minerals Shares') may be sold under the Plan. It remains the Company's present
intention that such shares will be distributed from presently outstanding shares
held by The Pittston Company Employee Benefits Trust. As of March 6, 1997, a
total of 128,260 Brink's Shares, 74,174 Burlington Shares and 85,855 Minerals
Shares had been issued under the Plan, leaving 621,740, 300,826 and 164,145
shares of Brink's Shares, Burlington Shares and Minerals Shares, respectively,
still available for issuance under the Plan.
Terms and Conditions. The Plan is intended to qualify as an 'employee stock
purchase plan' pursuant to Section 423 of the Code. The offering periods of the
Plan have a duration of six months, commencing on July 1 and January 1 of each
year and ending June 30, 2002 unless the shareholders approve a further
extension of such termination date. The Plan is administered by a committee
designated by the Board (the 'Committee'). The Committee is authorized to
interpret the Plan and may from time to time adopt such rules and regulations
for carrying out the Plan as it deems advisable, including restrictions on
resale of the shares sold pursuant to the Plan. The Committee has adopted a
restriction that shares must be held for a period of six months after their
purchase prior to any resale. It is the Committee's intention to maintain such
restriction should the shareholders approve the extension which is the subject
of the amendment to the Plan. Any determinations of and all related orders or
resolutions by the Committee or the Board, pursuant to the provisions of the
Plan, are final, conclusive and binding on all persons.
In general, each employee of the Company and any designated subsidiary
('Subsidiary') is eligible to participate in the Plan if he or she was hired at
least six months prior to the commencement of an offering period and if he or
she is customarily employed at least twenty hours per week and at least five
months per calendar year; provided, however, that (i) an employee who is covered
by a collective bargaining agreement shall only be eligible to participate if
the collective bargaining unit representing such individual accepts the Plan on
behalf of the employees in such unit and (ii) individuals holding 5% or more of
the total combined voting power or value of all classes of Common Stock of the
Company or of any Subsidiary (directly or upon the exercise of options) are not
eligible to participate. An eligible employee may elect to participate by filing
an enrollment form with the Committee, not less than ten business days prior to
the commencement of an offering period, authorizing payroll deductions between
1% and 10% of the employee's compensation (but the right to purchase Common
Stock under the Plan may not accrue at a rate that exceeds $15,000 in fair
market value of Common Stock in any calendar
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year determined at the time or times such rights are granted) and allocating the
percentage of these deductions to be used to purchase Brink's, Burlington and/or
Minerals Shares (in integral multiples of 10%), at a price equal to 85% of the
fair market value of such class of Common Stock, at the beginning or at the end
of each offering period, whichever is less. No interest accrues on any such
payroll deductions. A participant may generally reduce the rate of payroll
deductions once during each offering period and shall automatically participate
in each successive offering period until the time such participant elects to
cease participation in the Plan.
Participation in the Plan ends with respect to either or both classes of
Common Stock upon notification of cessation of participation to the Company by
the participant at any time up to the end of an offering period or automatically
upon termination of employment with the Company. An employee may not transfer,
assign or otherwise encumber his or her rights or interests under the Plan,
other than by will, and any such attempt shall be deemed to constitute cessation
of participation in the Plan.
The shares of Common stock (including the right to fractional shares)
purchased on behalf of a participant are initially registered in the name of the
custodian designated by the Company for the Plan accounts (the 'Nominee'). Stock
certificates are not issued to participants for the Common Stock held on their
behalf in the name of the Nominee, but all rights accruing to an owner of record
of such Common Stock, including, without limitation, voting and tendering
rights, belong to the participant for whose account such Common Stock is held.
Notwithstanding the foregoing, a participant may elect, as of the first day of
any calendar quarter, to have some or all of the full shares of any class of
Common Stock previously purchased and registered in the name of the Nominee on
his or her behalf registered in the name of such participant by giving written
notification of such election to the Company, specifying the number of full
shares (if fewer than all) to be registered in the name of such participant. In
such case, the number of full shares of each class of Common Stock held by the
Nominee on behalf of such participant and so specified in the participant's
notice shall be transferred to and registered in the name of such participant as
soon as administratively practicable.
Adjustments Upon Changes in Capitalization; Corporate Transactions. In the
event of any dividend payable in any class of Common Stock or any split or
combination of any class of Common Stock, (a) the number of shares of such class
which may be issued under the Plan shall be proportionately increased or
decreased, as the case may be, (b) the number of shares of such class (including
shares subject to rights to purchase which have not been exercised) thereafter
deliverable shall be proportionately increased or decreased, as the case may be,
and (c) the aggregate purchase price of such class shall not be changed. In the
event of any other recapitalization, reorganization, extraordinary dividend or
distribution or restructuring transaction (including any distribution of shares
of stock of any Subsidiary or other property to holders of shares of any class
of Common Stock) affecting any class of Common Stock, the number of shares of
such class issuable under the Plan shall be subject to such adjustment as the
Committee or the Board may deem appropriate, and the number of shares of such
class thereafter deliverable (including shares subject to rights to purchase
which have not been exercised) and/or the purchase price shall be subject to
such adjustment as the Committee or the Board may deem appropriate. In the event
of a merger or share exchange in which the Company will not survive as an
independent, publicly owned corporation, or in the event of a consolidation or
of a sale of all or substantially all of the Company's assets, provision shall
be made for the protection and continuation of any outstanding rights to
purchase by the substitution, on an equitable basis, of such shares of stock,
other securities, cash, or any combination thereof, as shall be appropriate.
Amendment and Termination of the Plan. The Board 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 of shares of any class of Common Stock which may be issued under
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 Section 423 of
the Code.
Federal Tax Consequences of the Plan. The Plan is intended to qualify as an
'employee stock purchase plan' under Section 423 of the Code. Pursuant to that
provision, no income 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 of the tax will
depend upon the holding period. If the shares are disposed of more than two
years after the first day of the offering
34
<PAGE>
<PAGE>
period and more than one year after the date of purchase, or if the participant
dies (at any time, regardless of the holding period), the participant will
recognize ordinary income for the taxable year of the disposition or death equal
to the lesser of (a) the excess of the fair market value of the shares at the
time of such disposition over the purchase price or (b) an amount equal to 15%
of the fair market value of the shares at the beginning of the offering period.
Any additional gain or loss will be treated as long-term capital gain or loss.
If the shares are disposed of within two years of the first day of the offering
period or within one year of the date of purchase, the participant will
recognize ordinary income for the taxable year of the disposition generally
equal to the excess of the fair market value of the shares on the date the
shares were purchased over the purchase price. If the disposition is a sale, any
change in the value of the shares after the date of purchase will be a capital
gain or loss. The Company will not be entitled to a deduction for amounts taxed
as ordinary income or capital gain to a participant except to the extent of
ordinary income recognized by participants upon a disposition of shares prior to
the expiration of the holding period described above.
The benefits or amounts that will be received by or allocated to
participants cannot be determined at this time because virtually all employees
will be eligible to participate with the benefit to each participant depending
on the extent of his or her authorized payroll deduction, his or her election to
purchase Brink's Shares, Burlington Shares and/or Minerals Shares and the future
market prices of such Shares.
RECOMMENDATION OF THE BOARD
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE
FOR THE APPROVAL OF THE AMENDMENT OF THE
1994 EMPLOYEE STOCK PURCHASE PLAN.
------------------------
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 1998 annual meeting or bring other business
(including any proposal intended for inclusion in the Company's proxy materials)
before the 1998 annual meeting, notice must be given to the Secretary of the
Company between October 1, 1997, and November 30, 1997. 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 and Minerals 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 1997 annual meeting is currently estimated to be approximately $14,000,
plus reimbursement of out-of-pocket expenses.
AUSTIN F. REED
Secretary
March 28, 1997
35
<PAGE>
<PAGE>
EXHIBIT A
THE PITTSTON COMPANY
1988 STOCK OPTION PLAN
STATEMENT OF AMENDMENTS
EFFECTIVE MAY 2, 1997
1. The first sentence of Article II of the Plan is hereby amended, in its
entirety, to read as follows:
'Subject to the authority as described herein of the Board of
Directors of the Company (the 'Board'), this Plan shall be administered by
a committee (the 'Committee') designated by the Board, which shall be
composed of at least three members of the Board, all of whom are non-
employee directors within the meaning of Rule 16b-3(b)(3) issued under the
Securities Exchange Act of 1934, as amended (the 'Act'), and satisfy the
requirements for an outside director pursuant to Section 162(m) of the
Internal Revenue Code of 1986, as amended (the 'Code'), and any regulations
issued thereunder.'
2. The second sentence of Section 2 of Article II of the Plan is hereby
deleted in its entirety.
3. The first sentence of Section 2 of Article IV of the Plan is hereby
amended, in its entirety, to read as follows:
'Subject to Section 3 of this Article IV, the maximum number of shares
of Common Stock which may be issued pursuant to options exercised under
this Plan shall be (a) in the case of Pittston Brink's Group Common Stock,
1,000,000 shares, (b) in the case of Pittston Burlington Group Common
Stock, 1,000,000 shares, and (c) in the case of Pittston Minerals Group
Common Stock, 250,000 shares, plus in each case the number of shares of
each class of Common Stock issuable pursuant to options outstanding under
this Plan on March 17, 1997.'
4. Section 2 of Article IX of the Plan is hereby amended, in its entirety,
to read as follows:
'If and when an optionee shall cease to be an Employee by reason of
the optionee's early, normal or late retirement under the Company's
Pension-Retirement Plan or any pension plan sponsored by the Company or a
Subsidiary, all of the optionee's options shall be terminated except that
(a) any Stock Appreciation Right or Limited Right to the extent then
exercisable may be exercised within three months after such retirement, but
not later than the termination date of the option or in the case of a
Limited Right not later than the expiration date of such Right, (b) any
option to the extent then exercisable may, unless it provides otherwise, be
exercised within three years after such retirement, but not later than the
termination date of the option, unless within 45 days after such retirement
the Committee determines, in its discretion, that such option may be
exercised only within a period of shorter duration (not less than three
months following notice of such determination to the optionee) to be
specified by the Committee and (c) any unvested installment of any such
option which is scheduled to become exercisable within three years of the
retiree's date of retirement (unless within 45 days after such retirement
the Committee determines, in its discretion, that such period shall be of
shorter duration (not less than three months following notice of such
determination to the optionee) to be specified by the Committee), may be
exercised after the date on which such installment would become exercisable
if the retiree had continued to be an Employee until such date, provided,
however, that no option may be exercised after the earlier of (i) three
years and three months after the Employee's retirement or (ii) the
termination date of the option.'
5. Section 3 of Article IX of the Plan is hereby amended, in its entirety,
to read as follows:
'If an optionee shall die while an Employee or within three years of
his or her retirement (as defined in Section 2 of this Article IX) (a) all
of the optionee's Stock Appreciation Rights or Limited Rights shall be
terminated and (b) any outstanding option that would have become
exercisable within three years of his or her retirement shall become fully
vested and may be exercised within one year after the date of such death,
but not later than the termination date of
A-1
<PAGE>
<PAGE>
the option, by the person designated in the optionee's last will and
testament or, if none, by the legal representative of the optionee's
estate.'
6. The first sentence of Section 1 of Article XI of the Plan is hereby
amended, in its entirety, to read as follows:
'The Board may terminate this Plan at any time, but this Plan shall in
any event terminate on May 11, 2008, and no options may thereafter be
granted, unless the shareholders shall have approved its extension.'
7. Section 2(d) of Article XI of the Plan is hereby amended, in its
entirety, to read as follows:
'(d) extend beyond May 11, 2008, the period during which option grants
may be made.'
8. The definition of 'Change in Control' in Article XII is hereby amended,
in its entirety, to read as follows:
'Change in Control: A `Change in Control' shall be deemed to occur (1)
upon the approval of the shareholders of the Company (or if such approval
is not required, the approval of the Board) of (A) any consolidation or
merger of the Company in which the Company is not the continuing or
surviving corporation or pursuant to which the shares of all classes of the
Company's Common Stock would be converted into cash, securities or other
property other than a consolidation or merger in which holders of the total
voting power in the election of directors of the Company of all classes of
Common Stock outstanding (exclusive of shares held by the Company's
affiliates) (the 'Total Voting Power') immediately prior to the
consolidation or merger will have the same proportionate ownership of the
total voting power in the election of directors of the surviving
corporation immediately after the consolidation or merger, or (B) any sale,
lease, exchange or other transfer (in one transaction or a series of
transactions) of all or substantially all the assets of the Company, (2)
when any 'person' (as defined in Section 13(d) of the Act) other than the
Company, its affiliates or an employee benefit plan or trust maintained by
the Company or its affiliates, shall become the 'beneficial owner' (as
defined in Rule 13d-3 under the Act), directly or indirectly, of more than
20% of the Total Voting Power, or (3) if at any time during a period of two
consecutive years, individuals who at the beginning of such period
constituted the Board shall cease for any reason to constitute at least a
majority thereof, unless the election by the Company's shareholders of each
new director during such two-year period was approved by a vote of at least
two-thirds of the directors then still in office who were directors at the
beginning of such two-year period.'
9. The definition of 'Disinterested Persons' in Article XII of the Plan is
hereby deleted, in its entirety.
A-2
<PAGE>
<PAGE>
EXHIBIT B
THE PITTSTON COMPANY
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
STATEMENT OF AMENDMENTS
EFFECTIVE MAY 2, 1997
1. Section 2 of Article III is hereby amended, in its entirety, to read as
follows:
'Subject to the provisions of Section 4 of this Article III, the
maximum number of shares of Common Stock which may be issued pursuant to
options granted under this Plan shall be (a) in the case of Pittston
Brink's Group Common Stock, 100,000 shares, (b) in the case of Pittston
Burlington Group Common Stock, 50,000 shares, and (c) in the case of
Pittston Minerals Group Common Stock, 20,000 shares, plus in each case the
number of shares of each class of Common Stock issuable pursuant to options
outstanding under this Plan on March 17, 1997.
2. Article V of the Plan is hereby amended to insert immediately prior to
the period at the end thereof, the following:
'; provided, however, that, in the sole discretion of the Board, an
option may be transferable to immediate family members (or to trusts
therefor) of an optionee granted such option on such terms and conditions
as the Board shall determine. For the purposes of this provision, an
optionee's 'immediate family' shall mean the optionee's spouse, children
and grandchildren (including stepchildren).'
3. Section 1 of Article VII of the Plan is hereby amended, in its entirety,
to read as follows:
'In the case of a Non-Employee Director who ceases to serve as such
for any reason other than voluntary resignation (excluding retirement) or
failure to stand for reelection notwithstanding an invitation to continue
to serve as a Non-Employee Director and is entitled to receive a
distribution from The Pittston Company Directors' Stock Accumulation Plan,
(a) any option to the extent exercisable at the date of ceasing so to serve
may be exercised, and (b) any option that is not yet exercisable at the
date of such cessation may be exercised on or after the date on which it
would become exercisable had the optionee continued to serve as a
Non-Employee Director until such date; provided, however, that no option
may be exercised after the earlier of (i) three years after the optionee's
cessation of service as a Non-Employee Director or (ii) the termination
date of the option.'
4. Section 2 of Article VII of the Plan is hereby amended, in its entirety,
to read as follows:
'In the case of a Non-Employee Director who dies while serving as such
or within six months of his or her cessation of service as a Non-Employee
Director (under the circumstances described in Section 1 of this Article
VII), all the Non-Employee Director's outstanding options shall be fully
vested and may be exercised within one year after the date of such death,
but not later than the termination date of the option, by the person
designated in the optionee's last will and testament or, if none, by the
legal representative of the optionee's estate.'
5. Section 3 of Article VII of the Plan is hereby amended, in its entirety,
to read as follows:
'In the case of a Non-Employee Director (other than one to whom
Section 2 of this Article VII applies) who dies after ceasing to serve as
such, all the Non-Employee Director's options shall be terminated except
that any option to the extent exercisable by the Non-Employee Director at
the date of ceasing so to serve may be exercised within one year after the
date of death, but not later than the termination date of the option, by
the Non-Employee Director's estate or by the person designated in the
Non-Employee Director's estate or by the person designated in the Non-
Employee Director's last will and testament.'
B-1
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<PAGE>
6. The first sentence of Section 1 of Article IX of the Plan is hereby
amended, in its entirety, to read as follows:
'The Board may terminate this Plan at any time, but this Plan shall in
any event terminate on May 11, 2008, and no options may thereafter be
granted, unless the shareholders shall have approved its extension.'
7. Section 2(d) of Article IX of the Plan is hereby amended, in its
entirety, to read as follows:
'(d) extend beyond May 11, 2008, the period during which options may
be granted.'
B-2
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<PAGE>
EXHIBIT C
THE PITTSTON COMPANY
1994 EMPLOYEE STOCK PURCHASE PLAN
STATEMENT OF AMENDMENT
EFFECTIVE MAY 2, 1997
The first sentence of Section 1 of Article X is hereby amended, in its
entirety, to read as follows:
'The Plan became effective as of July 1, 1995, and shall terminate on
June 30, 2002, unless the shareholders theretofore have approved an
extension of such termination date.'
C-1
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<PAGE>
Appendix 1
Proxy Card
[Logo]
<TABLE>
<S> <C>
P PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
R FOR ANNUAL MEETING OF SHAREHOLDERS, MAY 2, 1997
O
X The undersigned hereby appoints Joseph C. Farrell, James B. Hartough and Austin F. Reed and each of
Y them as proxies, with full power of substitution, to vote all shares of common stock of the
undersigned in The Pittston Company at the Annual Meeting of Shareholders to be held on May 2,
1997, 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 the undersigned specifies on the back of this
card; (2) as the Board of Directors recommends where the undersigned does not specify a vote on a
matter listed on the back of this card; and (3) as the proxies decide on any other matter.
IF REGISTRATIONS ARE NOT IDENTICAL, YOU MAY RECEIVE MORE THAN ONE SET OF PROXY MATERIALS. PLEASE
COMPLETE AND RETURN ALL CARDS YOU RECEIVE. 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>
<TABLE>
<S> <C>
Item 1. -- Election of the following three nominees as directors for terms expiring in 2000:
Roger G. Ackerman, Joseph C. Farrell and Robert H. Spilman.
</TABLE>
OVER
<PAGE>
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE 'FOR ALL Please mark
NOMINEES'IN ITEM 1 AND 'FOR' ITEMS 2 THROUGH 5. your votes as
indicated in [ X ]
this example
_______________ _______________ _____________
BRINK'S BURLINGTON MINERALS
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)
___________________________________________
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH
OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
FOR AGAINST ABSTAIN
ITEM 2--Approval of KPMG Peat Marwick LLP [ ] [ ] [ ]
as independent public accountants.
ITEM 3--Approval of amendment of The Pittston [ ] [ ] [ ]
Company's 1998 Stock Option Plan.
ITEM 4--Approval of amendment of The Pittston [ ] [ ] [ ]
Company's Non-Employee Directors' Stock Option
Plan.
ITEM 5--Approval of amendment of The Pittston [ ] [ ] [ ]
Company's 1994 Employee Stock Purchase Plan.
SIGNATURE(S)________________________ ________________________ DATE ____________
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
PROXY CARD
DETACH HERE
PITTSTON
PROXY/VOTING DIRECTION CARD SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS, MAY 2, 1997
PROXY
The undersigned hereby appoints Joseph C. Farrell, James B. Hartough and
Austin F. Reed and each of them as proxies, with full power of substitution, to
vote all shares of common stock of the undersigned in The Pittston Company at
the Annual Meeting of Shareholders to be held on May 2, 1997, 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 the undersigned specifies on
the back of this card; (2) as the Board of Directors recommends where the
undersigned does not specify a vote on a matter listed on the back of this card;
and (3) as the proxies decide on any other matter.
This Proxy/Voting Direction Card also will serve as a direction to the
Funding Agent of the Company's Savings-Investment Plan and the Nominee of the
Company's 1994 Employee Stock Purchase Plan to vote all shares in The Pittston
Company credited to the account of the undersigned. The Funding Agent and the
Nominee will vote: (1) as the undersigned specifies on the back of this card;
(2) proportionately with the shares of the same class as to which directions
by other Plan participants shall have been received, to the extent that the
undersigned has not timely directed the manner in which such shares shall be
voted; and (3) as the Funding Agent and the Nominee decide on any other matter.
IF REGISTRATIONS ARE NOT IDENTICAL, YOU MAY RECEIVE MORE THAN ONE SET OF PROXY
MATERIALS. PLEASE COMPLETE AND RETURN ALL CARDS YOU RECEIVE. IF YOU WISH TO VOTE
OR DIRECT A VOTE ON ALL MATTERS AS THE BOARD OF DIRECTORS RECOMMENDS, PLEASE
SIGN, DATE AND RETURN THIS CARD. IF YOU WISH TO VOTE OR DIRECT A VOTE ON ITEMS
INDIVIDUALLY, PLEASE ALSO MARK THE APPROPRIATE BOXES ON THE BACK OF THIS CARD.
Item 1. -- Election of the following three nominees as directors for terms
expiring in 2000: Roger G. Ackerman, Joseph C. Farrell and
Robert H. Spilman.
SEE REVERSE SIDE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
<PAGE>
<PAGE>
DETACH HERE
[X]Please mark
votes as in
this example.
The Board of Directors Recommends a vote "FOR all nominees" in Item 1 and "FOR"
Items 2 through 5.
<TABLE>
<S> <C> <C>
FOR AGAINST ABSTAIN
1. Election of the nominees for directors.(see reverse) 2. Approval of KPMG Peat Marwick [ ] [ ] [ ]
LLP as independent public accountants.
FOR WITHHELD 3. Approval of amendment of The [ ] [ ] [ ]
all FROM ALL Pittston Company's 1988 Stock Option
Nominees Nominees Plan.
[ ] [ ]
MARK HERE 4. Approval of amendment of The [ ] [ ] [ ]
FOR ADDRESS Pittston Company's Non-Employee
CHANGE AND Directors' Stock Option Plan.
NOTE BELOW [ ]
[ ]______________________________________
For all nominees except as noted above 5. Approval of amendment of The [ ] [ ] [ ]
Pittston Company's 1994 Employee
Stock Purchase Plan.
In their discretion, the proxies are authorized to
vote upon such other business as may properly come
before the meeting.
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.
</TABLE>
Signature:________________ Date:_______ Signature:________________ Date:_______
<PAGE>
