<PAGE>
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM ____________ TO _______________
COMMISSION FILE NUMBER 1-9148
THE SAVINGS-INVESTMENT PLAN OF THE PITTSTON COMPANY AND ITS
SUBSIDIARIES
(FULL TITLE OF THE PLAN)
THE PITTSTON COMPANY
(NAME OF THE ISSUER OF SECURITIES HELD PURSUANT TO THE PLAN)
P.O. BOX 4229,
1000 VIRGINIA CENTER PKWY.,
GLEN ALLEN, VIRGINIA 23058-4229
(ADDRESS OF ISSUER'S PRINCIPAL (ZIP CODE)
EXECUTIVE OFFICES)
<PAGE>
<PAGE>
SAVINGS-INVESTMENT PLAN
OF THE PITTSTON COMPANY AND ITS SUBSIDIARIES
Financial Statements and Schedules
December 31, 1997 and 1996
(With Independent Auditors' Report Thereon)
<PAGE>
<PAGE>
SAVINGS-INVESTMENT PLAN
OF THE PITTSTON COMPANY AND ITS SUBSIDIARIES
Index to Financial Statements and Schedules
December 31, 1997 and 1996
Independent Auditors' Report
Statement of Assets Available for Plan Benefits, with Fund Information
as of December 31, 1997
Statement of Assets Available for Plan Benefits, with Fund Information
as of December 31, 1996
Statement of Changes in Assets Available for Plan Benefits, with Fund
Information for the Year Ended December 31, 1997
Statement of Changes in Assets Available for Plan Benefits, with Fund
Information for the Year Ended December 31, 1996
Notes to Financial Statements
<TABLE>
<CAPTION>
Schedules
---------
<S> <C>
Schedule of Assets Held for Investment Purposes
as of December 31, 1997 1
Schedule of Reportable Transactions
for the Year Ended December 31, 1997 2
</TABLE>
Other schedules not filed herewith are omitted because of the absence of
conditions under which they are required.
<PAGE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Compensation and Benefits Committee of
the Board of Directors
The Pittston Company:
We have audited the accompanying statements of assets available for plan
benefits, with fund information of the Savings-Investment Plan of The Pittston
Company and its Subsidiaries as of December 31, 1997 and 1996, and the related
statements of changes in assets available for plan benefits, with fund
information for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets available for plan benefits of the
Savings-Investment Plan of The Pittston Company and its Subsidiaries as of
December 31, 1997 and 1996, and the changes in assets available for plan
benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information included in
Schedules 1 and 2 is presented for the purpose of additional analysis and is not
a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The fund information in the statements of assets available for plan
benefits, with fund information and the statements of changes in assets
available for plan benefits, with fund information is presented for purposes of
additional analysis rather than to present the assets available for plan
benefits and changes in assets available for plan benefits of each fund. The
supplemental schedules and fund information have been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Richmond, Virginia
May 28, 1998
<PAGE>
<PAGE>
SAVINGS-INVESTMENT PLAN
OF THE PITTSTON COMPANY AND ITS SUBSIDIARIES
Statement of Assets Available for Plan Benefits, with Fund Information
December 31, 1997
(In thousands)
<TABLE>
<CAPTION>
----------------------------------------Participant Directed-------------------------------------
Stable Spectrum Equity Equity International Small-Cap
Brink's BAX Minerals Participant Value Income Income Index Stock Value
Stock Stock Stock Notes Fund Fund Fund Fund Fund Fund
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
Assets held by trustee:
Investments:
Common stocks $5,662 1,866 300 - - - - - - -
Mutual funds - - - - 51,971 538 3,955 13,276 2,863 2,143
Participant notes receivable - - - 13,580 - - - - - -
- ------------------------------------------------------------------------------------------------------------------------------------
5,662 1,866 300 13,580 51,971 538 3,955 13,276 2,863 2,143
Cash - - - - - - - 7 - -
Receivables:
Participant contributions 32 6 11 - 358 13 63 137 47 35
Employer contributions - - - - - - - - - -
Interest - - - 86 - - - - - -
- ------------------------------------------------------------------------------------------------------------------------------------
32 6 11 86 358 13 63 137 47 35
- ------------------------------------------------------------------------------------------------------------------------------------
Total 5,694 1,872 311 13,666 52,329 551 4,018 13,420 2,910 2,178
Assets available for plan
benefits (includes $1,707 for
benefits payable to participants
at December 31, 1997) $5,694 1,872 311 13,666 52,329 551 4,018 13,420 2,910 2,178
==============================================================================================
<CAPTION>
-----------------Participant Directed-------------------Non-Participant Directed-
Personal Personal Personal
New America New Strategy Strategy Strategy
Growth Horizons Income Balanced Growth Brink's BAX Minerals
Fund Fund Fund Fund Fund Stock Stock Stock Total
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
Assets held by trustee:
Investments:
Common stocks - - - - - 60,810 22,072 3,893 94,603
Mutual funds 23,400 3,505 947 17,700 1,819 - - - 122,117
Participant notes receivable - - - - - - - - 13,580
--------------------------------------------------------------------------------------
23,400 3,505 947 17,700 1,819 60,810 22,072 3,893 230,300
Cash - - - - - - - - 7
Receivables:
Participant contributions 229 67 18 148 51 - - - 1,215
Employer contributions - - - - - 346 103 163 612
Interest - - - - - - - - 86
--------------------------------------------------------------------------------------
229 67 18 148 51 346 103 163 1,913
--------------------------------------------------------------------------------------
Total 23,629 3,572 965 17,848 1,870 61,156 22,175 4,056 232,220
Assets available for plan
benefits (includes $1,707 for
benefits payable to participants
at December 31, 1997) 23,629 3,572 965 17,848 1,870 61,156 22,175 4,056 232,220
======================================================================================
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<PAGE>
SAVINGS-INVESTMENT PLAN
OF THE PITTSTON COMPANY AND ITS SUBSIDIARIES
Statement of Changes in Assets Available for Plan Benefits,
with Fund Information
Year Ended December 31, 1997
(In thousands)
<TABLE>
<CAPTION>
------------------------------------------Participant Directed-------------------------------------
Stable Spectrum Equity Equity International Small-Cap
Brink's BAX Minerals Participant Value Income Income Index Stock Value
Stock Stock Stock Notes Fund Fund Fund Fund Fund Fund
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Additions to assets:
Income:
Dividends $ 15 18 25 - 3,092 29 356 284 158 133
Interest - - - 1,136 - - - - - -
Net appreciation
(depreciation) in fair
value of investments 2,009 497 (313) - - 14 312 2,774 (95) 207
Contributions:
Participant 326 95 63 - 4,239 124 614 1,498 603 308
Employer - - - - - - - - - -
Rollovers 8 7 11 - 30 6 129 111 48 65
- ----------------------------------------------------------------------------------------------------------------------------------
Total additions 2,358 617 (214) 1,136 7,361 173 1,411 4,667 714 713
- ----------------------------------------------------------------------------------------------------------------------------------
Distributions to participants
or beneficiaries (508) (175) (44) (1,107) (6,458) (12) (206) (867) (253) (66)
Investment transfers (611) (227) (36) (339) 216 124 1,365 1,163 44 739
- ----------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease)
for year 1,239 215 (294) (310) 1,119 285 2,570 4,963 505 1,386
Assets:
Beginning of year 4,455 1,657 605 13,976 51,210 266 1,448 8,457 2,405 792
- ----------------------------------------------------------------------------------------------------------------------------------
End of year $5,694 1,872 311 13,666 52,329 551 4,018 13,420 2,910 2,178
==================================================================================================================================
<CAPTION>
-----------------Participant Directed-------------------Non-Participant Directed-
Personal Personal Personal
New America New Strategy Strategy Strategy
Growth Horizons Income Balanced Growth Brink's BAX Minerals
Fund Fund Fund Fund Fund Stock Stock Stock Total
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Additions to assets:
Income:
Dividends 1,109 85 50 907 49 153 200 313 6,976
Interest - - - - - - - - 1,136
Net appreciation
(depreciation) in fair
value of investments 2,907 204 40 1,749 148 20,353 5,246 (3,922) 32,130
Contributions:
Participant 2,797 800 184 1,759 478 - - - 13,888
Employer - - - - - 3,686 2,070 929 6,685
Rollovers 72 64 27 69 61 - - - 708
- -----------------------------------------------------------------------------------------------------------------------------
Total additions 6,885 1,153 301 4,484 736 24,192 7,516 (2,680) 61,523
- -----------------------------------------------------------------------------------------------------------------------------
Distributions to participants
or beneficiaries (2,184) (165) (48) (1,565) (89) (5,164) (2,007) (581) (21,499)
Investment transfers (1,230) (150) 269 (589) 694 (986) (337) (109) -
- -----------------------------------------------------------------------------------------------------------------------------
Net increase (decrease)
for year 3,471 838 522 2,330 1,341 18,042 5,172 (3,370) 40,024
Assets:
Beginning of year 20,158 2,734 443 15,518 529 43,114 17,003 7,426 192,196
- -----------------------------------------------------------------------------------------------------------------------------
End of year 23,629 3,572 965 17,848 1,870 61,156 22,175 4,056 232,220
=============================================================================================================================
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<PAGE>
SAVINGS-INVESTMENT PLAN
OF THE PITTSTON COMPANY AND ITS SUBSIDIARIES
Statement of Assets Available for Plan Benefits, with Fund Information
December 31, 1996
(In thousands)
<TABLE>
<CAPTION>
- -----------------------------------------------------Participant Directed--------------------------------------------------------
Stable Spectrum Equity Equity International Small-Cap
Brink's BAX Minerals Participant Value Income Income Index Stock Value
Stock Stock Stock Notes Fund Fund Fund Fund Fund Fund
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
Assets held by trustee:
Investments:
Common stocks $ 4,438 1,653 602 - - - - - - -
Mutual funds - - - - 50,868 260 1,421 8,362 2,363 777
Participant notes
receivable - - - 13,976 - - - - - -
- ------------------------------------------------------------------------------------------------------------------------------------
4,438 1,653 602 13,976 50,868 260 1,421 8,362 2,363 777
Receivables:
Participant contributions 17 4 3 - 342 6 27 95 42 15
Employer contributions - - - - - - - - - -
- ------------------------------------------------------------------------------------------------------------------------------------
17 4 3 - 342 6 27 95 42 15
- ------------------------------------------------------------------------------------------------------------------------------------
Total 4,455 1,657 605 13,976 51,210 266 1,448 8,457 2,405 792
Assets available for plan
benefits (includes $337
for benefits payable
to participants
at December 31, $4,455 1,657 605 13,976 51,210 266 1,448 8,457 2,405 792
1996)
===================================================================================================================================
<CAPTION>
- ---------------------------------------------------Participant Directed---------------------------Non-Participant Directed
Personal Personal Personal
New America New Strategy Strategy Strategy
Growth Horizons Income Balanced Growth Brink's BAX Minerals
Fund Fund Fund Fund Fund Stock Stock Stock Total
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Assets
Assets held by trustee:
Investments:
Common stocks - - - - - 42,827 16,933 7,275 73,728
Mutual funds 19,949 2,678 432 15,383 504 - - - 102,997
Participant notes receivable - - - - - - - - 13,976
- ------------------------------------------------------------------------------------------------------------------------------------
19,949 2,678 432 15,383 504 42,827 16,933 7,275 190,701
Receivables:
Participant contributions 209 56 11 135 25 - - - 987
Employer contributions - - - - - 287 70 151 508
- ------------------------------------------------------------------------------------------------------------------------------------
209 56 11 135 25 287 70 151 1,495
- ------------------------------------------------------------------------------------------------------------------------------------
Total 20,158 2,734 443 15,518 529 43,114 17,003 7,426 192,196
Assets available for plan
benefits (includes $337 for
benefits payable to participants
at December 31, 20,158 2,734 443 15,518 529 43,114 17,003 7,426 192,196
1996)
===================================================================================================================================
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<PAGE>
SAVINGS-INVESTMENT PLAN
OF THE PITTSTON COMPANY AND ITS SUBSIDIARIES
Statement of Changes in Assets Available for Plan Benefits,
with Fund Information
Year Ended December 31, 1996
(In thousands)
<TABLE>
<CAPTION>
- ----------------------------------------------------Participant Directed-----------------------------------------------------------
Trust
IDS New Trust Equity Collective
Services Brink's BAX Minerals Participant IDS Mutual Dimensions Index II Income II Templeton
Stock Stock Stock Stock Notes Fund Fund Fund Fund Fund
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Additions to assets:
Income:
Dividends $ - 18 20 25 - 137 14 - - -
Interest - - - - 857 - - - - -
Net appreciation
(depreciation) in
fair value
of investments 44 785 66 648 - 224 1,044 414 641 64
Contributions:
Participant - 111 30 21 - 355 605 247 899 167
Employer - - - - -
Rollovers - - - - - - - - - -
- -----------------------------------------------------------------------------------------------------------------------------------
Total additions 44 914 116 694 857 716 1,663 661 1,540 231
- -----------------------------------------------------------------------------------------------------------------------------------
Distributions to
participants
or beneficiaries - (353) (120) (75) - (293) (290) (97) (966) (27)
Investment transfers (5,624) 3,894 1,661 (607) 2,208 (14,233) (17,414) (6,997) (44,035) (1,529)
- -----------------------------------------------------------------------------------------------------------------------------------
Net increase (decrease)
for year (5,580) 4,455 1,657 12 3,065 (13,810) (16,041) (6,433) (43,461) (1,325)
Plan merger (note 1) - - - - - - - - -
Assets:
Beginning of year 5,580 - - 593 10,911 13,810 16,041 6,433 43,461 1,325
- -----------------------------------------------------------------------------------------------------------------------------------
End of year $ - 4,455 1,657 605 13,976 - - - - -
===================================================================================================================================
<CAPTION>
- ----------------------------------------------Participant Directed-------------------------------------
Stable Spectrum Equity Equity International Small-Cap
Value Income Income Index Stock Value
Fund Fund Fund Fund Fund Fund
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Additions to assets:
Income:
Dividends 2,178 10 63 201 63 39
Interest - - - - - -
Net appreciation
(depreciation) in
fair value
of investments - 2 53 873 115 26
Contributions:
Participant 3,961 41 200 1,061 461 100
Employer - - - - - -
Rollovers 133 34 22 46 23 9
- -----------------------------------------------------------------------------------------------------
Total additions 6,272 87 338 2,181 662 174
- -----------------------------------------------------------------------------------------------------
Distributions to
participants
or beneficiaries (3,499) (10) (42) (328) (60) (2)
Investment transfers 39,296 189 1,152 6,604 1,803 620
- -----------------------------------------------------------------------------------------------------
Net increase (decrease)
for year 42,069 266 1,448 8,457 2,405 792
Plan merger (note 1) 9,141 - - - - -
Assets:
Beginning of year - - - - - -
- -----------------------------------------------------------------------------------------------------
End of year 51,210 266 1,448 8,457 2,405 792
=====================================================================================================
<CAPTION>
- ---------------------------------------------Participant Directed-------------------------------Non-Participant Directed
Personal Personal Personal
New America New Strategy Strategy Strategy
Growth Horizons Income Balanced Growth Services Brink's BAX Minerals
Fund Fund Fund Fund Fund Stock Stock Stock Stock Total
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Additions to assets:
Income:
Dividends 1,669 243 40 695 38 - 157 196 285 6,091
Interest - - - - - - - - - 857
Net appreciation
(depreciation) in
fair value
of investments (178) (173) (1) 770 (1) 395 7,425 921 72 14,229
Contributions:
Participant 2,326 418 81 1,576 183 - - - - 12,843
Employer - - - - - - 3,471 2,011 1,062 6,544
Rollovers 58 50 44 111 13 - - - - 543
- ------------------------------------------------------------------------------------------------------------------------------------
Total additions 3,875 538 164 3,152 233 395 11,053 3,128 1,419 41,107
- ------------------------------------------------------------------------------------------------------------------------------------
Distributions to
participants
or beneficiaries (779) (91) - (675) - - (3,441) (1,044) (407) (12,599)
Investment transfers 17,062 2,287 279 13,041 296 (50,925) 35,502 14,919 551 -
- ------------------------------------------------------------------------------------------------------------------------------------
Net increase
(decrease)
for year 20,158 2,734 443 15,518 529 (50,530) 43,114 17,003 1,563 28,508
Plan merger (note 1) - - - - - - - - - 9,141
Assets:
Beginning of year - - - - - 50,530 - - 5,863 154,547
- ------------------------------------------------------------------------------------------------------------------------------------
End of year $20,158 2,734 443 15,518 529 - 43,114 17,003 7,426 192,196
====================================================================================================================================
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<PAGE>
SAVINGS-INVESTMENT PLAN
OF THE PITTSTON COMPANY AND ITS SUBSIDIARIES
Notes to Financial Statements
December 31, 1997 and 1996
(1) Plan Information and Summary of Significant Accounting Policies
Description of Plan
The Savings-Investment Plan of The Pittston Company and its Subsidiaries
(the "Plan") is a voluntary defined contribution plan sponsored by The
Pittston Company and participating subsidiaries (the "Company"). Employees
of the Company who are not members of a collective bargaining unit (unless
the agreement provides specifically for participation) are eligible to
participate after six months of full time service in which they have at
least 1,000 hours of service or at least 1,000 hours of service in any
twelve month period.
A participant may withdraw the following at anytime without being
suspended from the Plan:
(a) All or a portion of Company matching contributions made prior to
January 1, 1985;
(b) all or a portion of after-tax contributions made prior to
January 1, 1987; or
(c) any rollover contributions.
Any withdrawals of vested Company matching contributions made after
January 1, 1985 require the employer to suspend making matching
contributions on behalf of the participant for a period of six months.
Because of the Plan's special income tax advantages, the Internal Revenue
Service ("IRS") generally requires that pretax savings remain in the Plan
while the participant is actively employed. However, there are currently
two exceptions to this rule:
(a) If the participant is age 59 1/2 or older, he or she may withdraw
all or a portion of his or her pretax contributions, or
(b) If the participant has a "financial hardship" (as that term is
defined by IRS guidelines) it is possible to withdraw all or a
portion of his or her pretax contributions in the Plan up to the
amount needed to satisfy the hardship, regardless of age.
The first exception results in a suspension of Company matching
contributions for a period of six months. A hardship withdrawal results in
a suspension of employee pretax contributions for twelve months.
<PAGE>
<PAGE>
-2-
SAVINGS-INVESTMENT PLAN
OF THE PITTSTON COMPANY AND ITS SUBSIDIARIES
Notes to Financial Statements
Basis of Presentation
The accompanying financial statements have been prepared on the accrual
basis of accounting and present assets available for plan benefits and
changes in those assets at fair values. The fair value of Company stocks
and mutual fund investments was determined by using quoted market prices.
Participant notes receivable are valued at cost which approximates fair
value. The cost of securities sold is determined principally on the basis
of specific identification. Purchases and sales of securities are recorded
on a trade-date basis. Certain prior year amounts have been reclassified
to conform to the current year's financial statement presentation.
Trust Fund Management
During the first three months of 1996, trustee and recordkeeping services,
as well as investment manager responsibilities, were provided through IDS
Trust Company. Effective April 1, 1996, all trustee, record keeping and
investment manager responsibilities were transferred to T. Rowe Price &
Company (the "Trustee").
Under the Trust Agreement between the Company and the Trustee, the Trustee
is responsible for the safekeeping of assets in the Trust Fund and the
maintenance of records relating to receipts and disbursements from the
Trust Fund. The Trustee invests funds and makes payments from the Trust
Fund as directed by participants and the Company.
Vesting Policy
The individual is 100% vested in the market value of his or her pretax
contributions and vesting in the Company matching contributions is based
on years of service as follows:
Less than 3 years None
3 but less than 4 years 50%
4 but less than 5 years 75%
5 or more years 100%
If a participant ends his or her employment with the Company and is
subsequently rehired, his or her prior service with the Company is counted
for vesting purposes. Once a participant reaches normal retirement age, he
or she is 100% vested in Company matching contributions regardless of
years of service.
Forfeitures, the nonvested portion of a participant's account upon
withdrawal from the Plan, are used to offset future contributions of the
Company to the Plan. Participants should refer to the Plan document for
more complete information.
<PAGE>
<PAGE>
-3-
SAVINGS-INVESTMENT PLAN
OF THE PITTSTON COMPANY AND ITS SUBSIDIARIES
Notes to Financial Statements
Plan Merger
Effective April 1, 1996, the Production Incentive Plan of Paramont Coal
Corporation, a non-contributory defined contribution plan covering
substantially all salaried and hourly employees of Paramont Coal
Corporation, a wholly-owned indirect subsidiary of The Pittston Company,
was merged with the Plan. As a result, net assets of approximately
$9,141,000 were transferred into the Plan.
Plan Termination
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of the Employee Retirement
Income Security Act. In the event of Plan termination, participants will
become 100 percent vested in their accounts.
Use of Estimates
In accordance with generally accepted accounting principles, management of
the Company has made a number of estimates and assumptions relating to the
reporting of assets and liabilities and the disclosure of contingent
assets and liabilities to prepare these financial statements. Actual
results could differ from those estimates.
(2) Participant Notes Receivable
Participants can borrow up to the lesser of $50,000 or 50% of their
aggregate vested account balance in the Plan, including rollovers, subject
to certain maximum limits designated by the IRS. Each note is secured by a
pledge of the participant account balance in the Plan to the extent of the
unpaid balance. The interest rate charged is generally equal to the prime
interest rate plus 1%. Repayments are made through level monthly payroll
deductions and cannot exceed 4 1/2 years for general purpose loans and 15
years for principal residence loans.
(3) Contributions
Each participant could designate a basic contribution of up to the lesser
of $9,500 or 15% of pretax earnings during 1997 and 1996, subject to
limitations under IRS non-discrimination tests. For purposes of
determining Plan contributions, earnings are defined as regular pay
including commissions and bonuses, but excluding overtime, premium pay and
allowances. Employee contributions may be divided among investment funds,
in multiples of 1%, based upon the participant's election. Participants
have the option to change their contribution percentages on a monthly
basis.
<PAGE>
<PAGE>
-4-
SAVINGS-INVESTMENT PLAN
OF THE PITTSTON COMPANY AND ITS SUBSIDIARIES
Notes to Financial Statements
Effective April 1, 1996, T. Rowe Price & Company assumed trustee,
recordkeeping and investment management services of the Plan. In
conjunction with the transfer of these functions, participant
contributions maintained by the prior trustee were transferred to the
following funds:
T. Rowe Price Stable Value Fund - consisting primarily of
guaranteed investment contracts, bank investment contracts and
synthetic investment contracts.
T. Rowe Price Spectrum Income Fund - consisting primarily of
a diversified group of T. Rowe Price mutual funds which invest
principally in fixed-income securities.
T. Rowe Price Equity Income Fund - consisting primarily of
investments in dividend paying common stocks, and fixed income and
convertible securities.
T. Rowe Price Equity Index Fund - consisting of investments
in some or all of the stocks in the Standard & Poor's 500 Index.
T. Rowe Price International Stock Fund - consisting primarily
of investments in established non-U.S. equities.
T. Rowe Price Small-Cap Value Fund - consisting primarily of
investments in common stocks of companies with market
capitalizations which are generally $500 million or less.
T. Rowe Price New America Growth Fund - consisting primarily
of investments in common stock of U.S. companies which operate in
the service sector of the economy and which generally have lower
fixed costs, are less capital intensive and maintain smaller
inventories.
T. Rowe Price New Horizons Fund - consisting primarily of
investments in common stocks of small, emerging growth companies in
a broad range of industries.
T. Rowe Price Personal Strategy Income Fund - consisting of
investments with a primary emphasis on income and a secondary
emphasis on capital appreciation and typically consists of
approximately 40% in stocks, 40% in bonds and 20% in money market
securities.
<PAGE>
<PAGE>
-5-
SAVINGS-INVESTMENT PLAN
OF THE PITTSTON COMPANY AND ITS SUBSIDIARIES
Notes to Financial Statements
T. Rowe Price Personal Strategy Balanced Fund - consisting of
investments with an emphasis on both capital appreciation and income
and typically consists of approximately 60% in stocks, 30% in bonds
and 10% in money market securities.
T. Rowe Price Personal Strategy Growth Fund - consisting of
investments with a primary emphasis on capital appreciation and
typically consists of approximately 80% in stocks and 20% in bonds
and money market securities.
Additionally, on April 1, 1996, the Plan was amended to permit
participants to invest their own contributions in the Company's three
classes of Common Stock.
From time to time, some of the available monies in each of the funds is
invested in short-term investments to increase liquidity for making loans
and distributing funds to participants.
During the first three months of 1996, participant contributions to the
Plan could be invested in the following funds until participant
contributions were transferred to T. Rowe Price:
IDS Mutual Fund - consisted primarily of securities of medium to
large, well established companies that offer long term capital
appreciation and reasonable income from dividends and interest.
IDS New Dimensions Fund - consisted primarily of common equity in
companies focused on long-term capital appreciation.
American Express Trust Equity Index II Fund - consisted primarily of
some or all of the stocks in the Standard & Poor's 500 Index.
American Express Trust Collective Income II Fund - consisted
primarily of investments in guaranteed investment contracts, bank
investment contracts and structured investment contracts.
Templeton Foreign Fund - consisted of investments in equity
securities of companies and fixed income instruments of governments
outside the United States.
Participant contributions up to 5% were matched by the Company at rates
ranging from 50% to 100% in 1997 and 1996. Participants who were employees
of the following wholly-owned subsidiaries of the Company were matched at
the following rates in 1997 and 1996:
<TABLE>
<S> <C>
Brinks, Inc. 100%
Pittston Minerals Ventures 100%
BAX Global Inc. 75%
Brink's Home Security 75%
Pittston Coal Company 50%
</TABLE>
<PAGE>
<PAGE>
-6-
SAVINGS-INVESTMENT PLAN
OF THE PITTSTON COMPANY AND ITS SUBSIDIARIES
Notes to Financial Statements
Employees of Pittston Administrative Services and the corporate office
were matched at a rate of 100% in 1997 and 1996. The Company may adjust
the rate at which contributions are matched.
During 1995, all Company contributions were invested in the Company Stock
Fund and were used to purchase Pittston Services Group Common Stock
("Services Stock") and Pittston Minerals Group Common Stock ("Minerals
Stock"). Additionally, Company matching contributions were used to
purchase Services Stock or Minerals Stock depending on whether a
participant was employed by one of the companies in the Services Group or
Minerals Group, respectively. On January 18, 1996, the shareholders of the
Company approved the Brink's Stock Proposal, resulting in the
modification, effective as of January 19, 1996, of the capital structure
of the Company to include an additional class of common stock. The
outstanding shares of Services Stock were redesignated as Pittston Brink's
Group Common Stock ("Brink's Stock") on a share-for-share basis, and a new
class of common stock, designated as Pittston Burlington Group Common
Stock ("Burlington Stock"), was distributed on the basis of one-half share
of Burlington Stock for each share of Services Stock held by shareholders
of record on January 19, 1996. Accordingly, on the effective date,
1,755,550 shares of Services Stock were converted to 1,755,550 shares of
Brink's Stock and 877,775 shares of Burlington Stock. All participant
portions of Company matching contributions held in Services Stock prior to
the redesignation were replaced with shares of Brink's Stock and
Burlington Stock. During 1996 and 1997, Company matching contributions
were used to purchase Brink's Stock, Burlington Stock or Minerals Stock
depending on whether a participant was employed by one of the companies in
the Brink's Group, Burlington Group or Minerals Group, respectively.
Company matching contributions for those participants not employed by a
specific subsidiary of the Company were allocated between Brink's Stock,
Burlington Stock and Minerals Stock based upon the proportion that the
total fair value of each stock at the previous year end bears to the total
combined fair value of the stocks.
Effective May 4, 1998, the designation of Pittston Burlington Group Common
Stock and the name of the Pittston Burlington Group were changed to
Pittston BAX Group Common Stock ("BAX Stock") and Pittston BAX Group,
respectively. All rights and privileges of the holders of such stock are
otherwise unaffected by such changes.
(4) Distributions
Upon leaving the Company for any reason and after a formal disbursement
request is made by the participant, the full fair value of the employee's
contributions and related investment income and all vested Company
matching contributions and related investment income will be distributed
in cash except payouts from the Company stock funds which will be made in
shares of the Company's stock unless cash payment is specifically
requested. The value of any fractional shares is distributed in cash.
Additionally, if a participant's employment with
<PAGE>
<PAGE>
-7-
SAVINGS-INVESTMENT PLAN
OF THE PITTSTON COMPANY AND ITS SUBSIDIARIES
Notes to Financial Statements
the Company terminates and he or she has a vested account balance of more
than $3,500, he or she may (1) elect to leave all of his or her
contributions and related investment income and the vested portion of
Company contributions and related investment income in the Plan for an
unlimited period of time, or (2) make an irrevocable election to receive
the payout in installments for a period of up to five years. Participants
who retire on their normal retirement date may elect to defer distribution
until age 70.
(5) Administration
Substantially all costs incurred in the administration of the Plan are
paid by the Company. The balance of such costs, if any, is paid by the
Plan.
(6) Federal Income Taxes
The Plan obtained its latest determination letter on March 24, 1998, in
which the IRS stated that the Plan, as designed, was in compliance with
Section 401(a) of the Internal Revenue Code and accordingly, the Plan is
exempt from income tax under Section 501(a) of the Internal Revenue Code.
The Plan Administrator believes that the Plan operated in compliance with
the plan document and current law during the plan years covered by the
audit.
<PAGE>
<PAGE>
-8-
SAVINGS-INVESTMENT PLAN
OF THE PITTSTON COMPANY AND ITS SUBSIDIARIES
Notes to Financial Statements
(7) Investments
Investments at December 31, 1997 and 1996 consisted of:
<TABLE>
<CAPTION>
1997 1996
--------------------------
(In thousands)
<S> <C> <C>
Investments at fair value as determined
by quoted market prices:
Mutual funds $ 122,117 102,997
Common stocks 94,603 73,728
--------------------------
216,720 176,725
Investments at estimated fair value -
Participant notes receivable 13,580 13,976
--------------------------
$ 230,300 190,701
==========================
</TABLE>
During 1997 and 1996, the Plan's investments (including investments
bought, sold and held during the year) appreciated in value as follows:
<TABLE>
<CAPTION>
Year Ended December 31,
1997 1996
-----------------------
(In thousands)
<S> <C> <C>
Investments at fair value as determined
by quoted market prices:
Mutual funds $ 8,260 3,873
Common stocks 23,870 10,356
-----------------------
$ 32,130 14,229
=======================
</TABLE>
<PAGE>
<PAGE>
-9-
SAVINGS-INVESTMENT PLAN
OF THE PITTSTON COMPANY AND ITS SUBSIDIARIES
Notes to Financial Statements
Investments at fair value which represent 5% or more of the assets of the
Plan are as follows:
<TABLE>
<CAPTION>
December 31
-----------------------
Investment 1997 1996
---------- -----------------------
(In thousands)
<S> <C> <C>
Pittston Brink's Group Common Stock $66,472 47,265
Pittston BAX Group Common Stock 23,938 18,586
T. Rowe Price Stable Value Fund 51,971 50,868
T. Rowe Price Equity Index Fund 13,276 --
T. Rowe Price New America Growth Fund 23,400 19,949
T. Rowe Price Personal Strategy Balanced Fund 17,700 15,383
Participant notes receivable 13,580 13,976
</TABLE>
(8) Reconciliation to Form 5500
The Form 5500 for the years ended December 31, 1997 and 1996 for the Plan
includes a liability for benefits payable in the statements of assets
available for plan benefits. The accompanying financial statements
disclose this liability parenthetically on the statements of assets
available for plan benefits. The following reconciles assets available for
plan benefits and benefits paid to participants from the Form 5500 to the
Plan financial statements:
<TABLE>
<CAPTION>
1997 1996
-----------------------
(In thousands)
<S> <C> <C>
Assets available for plan
benefits per the Form 5500 $230,513 191,859
Benefits payable to participants at end of year 1,707 337
----------------------
Assets available for plan benefits
per the Statement of Assets
Available for Plan Benefits $232,220 192,196
======================
</TABLE>
<PAGE>
<PAGE>
-10-
SAVINGS-INVESTMENT PLAN
OF THE PITTSTON COMPANY AND ITS SUBSIDIARIES
Notes to Financial Statements
<TABLE>
<CAPTION>
1997 1996
-----------------------
(In thousands)
<S> <C> <C>
Benefits paid to participants per the
Form 5500 $22,869 12,549
Benefits payable to participants at
beginning of year 337 387
Benefits payable to participants at
end of year (1,707) (337)
---------------------
Benefits paid to participants per the
Statement of Changes in Assets
Available for Plan Benefits $21,499 12,599
=====================
</TABLE>
<PAGE>
<PAGE>
Schedule 1
SAVINGS-INVESTMENT PLAN
OF THE PITTSTON COMPANY AND ITS SUBSIDIARIES
Schedule G - Part I
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1997
(In thousands, except share amounts)
<TABLE>
<CAPTION>
Description of Investment
Including Maturity Date,
Identity of Issue, Borrower, Rate of Interest, Collateral, Fair
Lessor or Similar Party Par or Maturity Value Cost Value
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
The Pittston Company 1,651,477 shares Pittston
Brink's Group Common Stock;
$1 par value $ 27,749 66,472
The Pittston Company 911,938 shares Pittston
BAX Group Common Stock;
$1 par value 12,367 23,938
The Pittston Company 559,137 shares Pittston
Minerals Group Common Stock;
$1 par value 7,401 4,193
T. Rowe Price 51,970,842 shares in the Stable
Value Fund 51,971 51,971
T. Rowe Price 46,102 shares in the Spectrum
Income Fund 523 538
T. Rowe Price 151,698 shares in the Equity
Income Fund 3,649 3,955
T. Rowe Price 503,276 shares in the Equity
Index Fund 10,200 13,276
T. Rowe Price 213,335 shares in the International
Stock Fund 2,903 2,863
T. Rowe Price 91,598 shares in the Small-Cap
Value Fund 1,933 2,143
(Continued)
</TABLE>
<PAGE>
<PAGE>
Schedule 1
SAVINGS-INVESTMENT PLAN
OF THE PITTSTON COMPANY AND ITS SUBSIDIARIES
Schedule G - Part I
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1997
(In thousands, except share amounts)
<TABLE>
<CAPTION>
Description of Investment
Including Maturity Date,
Identity of Issue, Borrower, Rate of Interest, Collateral, Fair
Lessor or Similar Party Par or Maturity Value Cost Value
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C>
T. Rowe Price 529,531 shares in the New
America Growth Fund 20,957 23,400
T. Rowe Price 150,430 shares in the New
Horizons Fund 3,424 3,505
T. Rowe Price 76,030 shares in the Personal
Strategy Income Fund 918 947
T. Rowe Price 1,194,345 shares in the Personal
Strategy Balanced Fund 15,543 17,700
T. Rowe Price 110,119 shares in the Personal
Strategy Growth Fund 1,690 1,819
Participant notes receivable Participant notes
receivable at interest rates ranging
from 6.8% to 11.0%; repayment not to
exceed 4 1/2 years for general
purpose and 15 years
for principal residence 0 13,580
- --------------------------------------------------------------------------------------------------------------
$161,228 230,300
==============================================================================================================
</TABLE>
The cost of participant loans is $0 as indicated in the instructions to Form
5500-27a.
<PAGE>
<PAGE>
Schedule 2
SAVINGS-INVESTMENT PLAN
OF THE PITTSTON COMPANY AND ITS SUBSIDIARIES
Schedule G - Part V
Item 27d - Schedule of Reportable Transactions
for the Year Ended December 31, 1997
<TABLE>
<CAPTION>
Date Shares/ Unit Expense Principal Cost Realized
Account Bought/Sold Par Value Price Incurred Cash Adjustment Gain/Loss
------- ----------- --------- ----- -------- --------- ---------- ---------
<S> <C>
BEGINNING MARKET VALUE 192,196,000
COMPARATIVE VALUE (5%) 9,609,800
Category 1 - Single Transaction Exceeds 5% of Value
*** No Transactions Qualified For This Section ***
</TABLE>
(Continued)
<PAGE>
<PAGE>
Schedule 2
SAVINGS-INVESTMENT PLAN
OF THE PITTSTON COMPANY AND ITS SUBSIDIARIES
Schedule G - Part V
Item 27d - Schedule of Reportable Transactions
for the Year Ended December 31, 1997
<TABLE>
<CAPTION>
Date Shares/ Unit Expense Principal Cost Realized
Account Bought/Sold Par Value Price Incurred Cash Adjustment Gain/Loss
------- ----------- --------- ----- -------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Category 2 - Series of Transactions with Same Person Exceeds 5% of Value
Participant Promissory Notes - Principle Repayments
236 Transactions 01/01/97-
12/31/97 4,990,603 1.00 0 4,990,603 4,990,603 0
Participant Promissory Notes - Loan Withdrawals
200 Transactions 01/01/97-
12/31/97 6,759,271 1.00 0 (6,759,271) (6,759,271) 0
-----------------------------------------------
Grand Total 0 11,749,874 11,749,874 0
</TABLE>
(Continued)
<PAGE>
<PAGE>
Schedule 2
SAVINGS-INVESTMENT PLAN
OF THE PITTSTON COMPANY AND ITS SUBSIDIARIES
Schedule G - Part V
Item 27d - Schedule of Reportable Transactions
for the Year Ended December 31, 1997
<TABLE>
<CAPTION>
Date Shares/ Unit Expense Principal Cost Realized
Account Bought/Sold Par Value Price Incurred Cash Adjustment Gain/Loss
------- ----------- --------- ----- -------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Category 3 - Series of Transactions in Same Security Exceeds 5% of Value
WF - T. Rowe Price Stable Value Fund
Purchases - 86 Transactions 01/01/97-
12/31/97 10,553,135.190 1.00 0 10,553,135 10,553,135 0
Sales - 184 Transactions 01/01/97-
12/31/97 (9,449,848.410) 1.00 0 (9,449,848) (9,449,848) 0
------------------------------------------------
Sub-Total 0 20,002,983 20,002,983 0
PT - Pittston Brink's Common Stock
Purchases - 18 Transactions 01/01/97-
12/31/97 147,129.028 27.80 0 4,090,222 4,090,141 81
Sales - 225 Transactions 01/01/97-
12/31/97 (246,335.429) 14.86 0 (3,659,816) (7,249,184) 3,589,368
------------------------------------------------
Sub-Total 0 7,750,038 11,339,325 3,589,449
Grand Total 0 27,753,021 31,342,308 3,589,449
</TABLE>
(Continued)
<PAGE>
<PAGE>
Schedule 2
SAVINGS-INVESTMENT PLAN
OF THE PITTSTON COMPANY AND ITS SUBSIDIARIES
Schedule G - Part V
Item 27d - Schedule of Reportable Transactions
for the Year Ended December 31, 1997
<TABLE>
<CAPTION>
Date Shares/ Unit Expense Principal Cost Realized
Account Bought/Sold Par Value Price Incurred Cash Adjustment Gain/Loss
------- ----------- --------- ----- -------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Category 4 - Single Transaction with One Person Exceeds 5% of Value
*** No Transactions Qualified for this Section ***
</TABLE>
<PAGE>
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustee
(or other persons who administer the employee benefit plan) have duly caused
this annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
Savings-Investment Plan
Of The Pittston Company
and its Subsidiaries
--------------------------------
(Name of Plan)
/s/ Frank T. Lennon
-------------------------------
(Frank T. Lennon
Vice President-Human Resources
And Administration)
Date: June 25, 1998
<PAGE>
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to incorporation by reference in the registration statement (No.
333-02219) Form S-8 of The Pittston Company of our report dated May 28, 1998,
relating to the statements of assets available for plan benefits of the
Savings-Investment Plan of The Pittston Company and its Subsidiaries as of
December 31, 1997 and 1996, and the related statements of changes in assets
available for plan benefits for the years then ended which report appears
in the 1997 Annual Report on Form 11-K of the Savings-Investment Plan of
The Pittston Company and its Subsidiaries.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Richmond, Virginia
June 25, 1998