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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>
<PAGE>
<TABLE>
<S> <C>
[Logo] The Pittston Company
1000 Virginia Center Parkway
P.O. Box 4229
Glen Allen, VA 23058-4229
</TABLE>
MICHAEL T. DAN
President and Chief Executive Officer
March 27, 1998
To Our Shareholders:
You are cordially invited to attend the annual meeting of shareholders of
The Pittston Company to be held at the headquarters of Brink's, Incorporated,
One Thorndal Circle, Darien, Connecticut, on Friday, May 1, 1998, at 2:00 p.m.
You will be asked to (i) elect four directors for a term of three years and
one director for a term of two years; and (ii) approve independent public
accountants for 1998.
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,
/s/ Michael Dan
<PAGE>
<PAGE>
[Logo]
--------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 1, 1998
--------------------------
Notice Is Hereby Given that the annual meeting of shareholders of THE
PITTSTON COMPANY will be held on May 1, 1998, at 2:00 p.m., at the headquarters
of Brink's, Incorporated, One Thorndal Circle, Darien, Connecticut, for the
following purposes:
1. To elect four directors for a term expiring in 2001 and one director 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 1998.
3. To transact such other business as may properly come before the meeting
or any adjournment.
The close of business on March 16, 1998, 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 27, 1998
Annual Reports to Shareholders, including financial statements, are being
mailed to shareholders, together with these proxy materials, commencing on or
about March 27, 1998.
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 Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of The Pittston Company (the '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' and, together with the Brink's Stock and
the Burlington Stock, the 'Company Common Stock'), par value $1.00 per share, to
be voted at the annual meeting of shareholders to be held on May 1, 1998, at
2:00 p.m., at the headquarters of Brink's, Incorporated, One Thorndal Circle,
Darien, Connecticut (and at any adjournment thereof), for the purposes set forth
in the accompanying notice of such meeting.
On March 16, 1998, the Company had outstanding 41,129,679 shares of Brink's
Stock, 20,345,068 shares of Burlington Stock and 8,405,908 shares of Minerals
Stock, holders of Brink's Stock being entitled to one vote per share on all
matters, holders of Burlington Stock being entitled to .739 vote per share on
all matters and holders of Minerals Stock being entitled to .244 vote per share
on all matters that the Board of Directors knows will be presented for
consideration at the annual meeting. Holders of Brink's Stock, Burlington Stock
and Minerals Stock will vote together as a single voting group on all such
matters.
The close of business on March 16, 1998, has been fixed as the record date
for determining the shareholders entitled to notice of and to vote at the annual
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 27,
1998. 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 and the selection of independent public
accountants are the only matters which the Board of Directors knows will be
presented for consideration at the annual meeting. As to any other business that
may properly come before the annual 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 annual meeting will
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 annual meeting, and business not
properly brought before the annual meeting may not be transacted.
The shares of Company Common Stock 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 of Company Common Stock 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 annual meeting and voting
in person. Attendance at the annual 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 President and Chief Executive Officer and other
officers. During 1997, 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. Barker, 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 Executive Committee, three of whom
must not be employees of the Company or any of its subsidiaries. The Executive
Committee did not meet during 1997.
The Audit and Ethics Committee (the 'Audit Committee') recommends to the
Board for selection by the shareholders at their annual meeting a firm of
independent public accountants. In addition, the Audit 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 Audit 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 Audit Committee also oversees the Company's legal and business ethics
compliance programs. The Audit Committee currently consists of Mr. Gross, as
Chairman, and Messrs. Barker, Craig and Zimmerman, none of whom is an officer or
employee of the Company or any of its subsidiaries, and met four times during
1997.
The Compensation and Benefits Committee (the 'Compensation 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 Compensation
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 Compensation 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
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 six times during 1997.
The Nominating Committee (the 'Nominating Committee') recommends to the
Board nominees for election as directors and as senior executive officers of the
Company. In addition, the Nominating 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. Broadhead and Spilman, none of whom is an officer or employee of the
Company or any of its subsidiaries, and met three times during 1997. 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, Mr. Ackerman
and Dr. Haywood, none of whom is an officer or employee of the Company or any of
its subsidiaries, and met four times during 1997.
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 Pension Committee also
has general oversight responsibility for pension plans
2
<PAGE>
<PAGE>
maintained by foreign and other subsidiaries of the Company. The Pension
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 Pension 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 (whose term as a director
expires in May) 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 1997.
During 1997 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, except for Mr. Marshall, who attended 73%. The average
attendance at those meetings was approximately 91%.
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 the Company's Directors'
Stock Accumulation 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' and, together
with the Brink's Units and the Burlington Units, the '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 Company Common 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. Participants
received additional Units as of June 1, 1997, and will so receive Units 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 Company Common
Stock based upon the Directors' Stock Accumulation 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 in the Directors' Stock
Accumulation Plan), 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
3
<PAGE>
<PAGE>
his termination of service. The following table sets forth information
concerning the number of Units credited during 1997 to each participant standing
for election or continuing as a director:
<TABLE>
<CAPTION>
1997 UNITS
CREDITED
----------
<S> <C> <C>
Roger G. Ackerman........................................... Brink's Units 144.48
Burlington Units 104.10
Minerals Units 131.04
James R. Barker............................................. Brink's Units 144.48
Burlington Units 104.10
Minerals Units 131.04
James L. Broadhead.......................................... Brink's Units 72.24
Burlington Units 52.04
Minerals Units 65.52
William F. Craig............................................ Brink's Units 72.24
Burlington Units 52.04
Minerals Units 65.52
Ronald M. Gross............................................. Brink's Units 144.48
Burlington Units 104.10
Minerals Units 131.04
Charles F. Haywood.......................................... Brink's Units 72.24
Burlington Units 52.04
Minerals Units 65.52
Robert H. Spilman........................................... Brink's Units 72.24
Burlington Units 52.04
Minerals Units 65.52
Adam H. Zimmerman........................................... Brink's Units 72.24
Burlington Units 52.04
Minerals Units 65.52
All Non-Employee Nominees and Continuing Directors as a
Group (8 persons)......................................... Brink's Units 794.64
Burlington Units 572.50
Minerals Units 720.72
</TABLE>
Under the Non-Employee Directors' Stock Option Plan, adopted by the
shareholders in 1988 and amended by the shareholders in 1993, in January 1996
and in May 1997, 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. 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 Non-Employee Directors' Stock Option Plan remains in
effect. 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 no later than ten years
from the date of grant. The Non-Employee Directors' Stock Option Plan expires
May 11, 2008. The options are nontransferable otherwise than by will or the laws
of descent and distribution except that, in the sole discretion of the Board,
options may be transferable to immediate family members (or trusts therefor) of
an optionee.
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
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<PAGE>
policies insuring the lives of the participating directors. Premiums paid in
1997 in respect of such policies totaled an aggregate of approximately $371,000.
Mr. Marshall is a party to an employment agreement through May 31, 1999
providing for a salary of $75,000 per year plus eligibility for cash incentive
payments. It is anticipated that Mr. Marshall and the Company will enter into an
agreement whereby he will resign as an employee as of on or about May 4, 1998,
and will be entitled to receive, among other things, a lump-sum payment of
approximately $170,000 and an increase in his pension payments of $40,000 per
year on a 50% joint and survivor basis in lieu of any other cash compensation
due him as an employee from the Company. Mr. Marshall's term as a director
expires May 1, 1998.
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>
ANNUAL OTHER ANNUAL ALL OTHER
COMPENSATION COMPENSATION(a) LONG-TERM COMPENSATION COMPENSATION(d)
-------------------- --------------- ------------------------------- ---------------
OPTIONS (NUMBER OF
SHARES)
-------------------------------
YEAR SALARY(b) BONUS(c) BRINK'S BURLINGTON MINERALS
---- --------- -------- ------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J. C. Farrell 1997 $591,667 $550,000 $27,631 55,000 75,000 20,000 $49,095
Chairman, President 1996 541,667 550,000 21,050 70,000 40,000 -- 40,194
and Chief Executive 1995 512,500 525,000 -- 100,000 -- 85,000 11,388
Officer(e)
G. R. Rogliano 1997 280,208 160,000 10,802 12,000 45,000 4,500 37,544
Senior Vice 1996 219,050 130,000 35,385 12,000 15,000 -- 62,395
President and Chief 1995 180,367 105,000 -- 20,000 -- 12,000 9,456
Financial Officer
F. T. Lennon 1997 235,000 120,000 8,705 12,000 15,000 4,000 29,287
Vice President -- 1996 198,292 95,000 35,824 12,000 15,000 -- 61,682
Human Resources and 1995 176,833 80,000 -- 20,000 -- 12,000 9,381
Administration
A. F. Reed 1997 234,800 115,000 105 12,000 15,000 4,000 10,074
Vice President, 1996 189,312 80,000 34,629 12,000 15,000 -- 75,455
General Counsel and 1995 161,042 70,000 -- 15,000 -- 12,000 9,281
Secretary
J. B. Hartough 1997 206,133 82,000 39,348 12,000 15,000 4,000 74,416
Vice President -- 1996 192,317 82,000 -- 12,000 15,000 -- 9,253
Corporate Finance 1995 174,025 70,000 -- 20,000 -- 12,000 9,331
and Treasurer
</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 the fiscal years shown.
(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, 1998, converted under such Program into
Brink's Units, Burlington Units and Minerals Units based in accordance with
the formula for conversion in the Deferred Compensation Program. Under the
Supplemental Savings Plan portion of the Deferred Compensation 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
(footnotes continued on next page)
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<PAGE>
(footnotes continued from previous page)
dividends on such amounts are converted into Brink's Units, Burlington Units
and Minerals Units in accordance with the formula for conversion in the
Deferred Compensation Program.
In addition, on January 1, 1998, 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 1997 based upon the formula for accrual in the
Deferred Compensation Program. The following table sets forth the amount of
1997 salary deferred under the Deferred Compensation 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 1997:
<TABLE>
<CAPTION>
1997 COMPENSATION BRINK'S BURLINGTON MINERALS
DEFERRED UNITS UNITS UNITS
----------------- -------- ---------- --------
<S> <C> <C> <C> <C>
Mr. Farrell $220,976.52 2,898.03 3,391.70 4,091.87
Mr. Rogliano 84,985.97 1,402.40 1,323.22 547.65
Mr. Lennon 67,367.66 1,184.28 768.41 815.27
Mr. Reed 64,184.38 1,011.96 728.37 1,117.66
Mr. Hartough 57,400.53 937.48 628.65 924.10
</TABLE>
Under the Deferred Compensation 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 attributable to
the deferral of salary pursuant to the Deferral of Salary portion of the
Program (including related dividends, but not matching contributions) 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 Company's 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 1997 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, 1998, converted into Brink's
Units, Burlington Units and Minerals Units in accordance with the formula
for conversion in the Deferred Compensation Program. 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 1997. The following table
sets forth the aggregate amount of incentive compensation for 1997 deferred
under the Deferred Compensation 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, 1998:
<TABLE>
<CAPTION>
BONUS BRINK'S BURLINGTON MINERALS
DEFERRED UNITS UNITS UNITS
-------- -------- ---------- ---------
<S> <C> <C> <C> <C>
Mr. Farrell $275,000 2,132.33 4,146.65 11,088.14
Mr. Rogliano 32,000 466.81 385.98 483.17
Mr. Lennon 60,000 846.11 650.39 1,312.24
Mr. Reed 34,500 454.36 363.89 954.14
Mr. Hartough 16,400 366.34 74.51 31.26
</TABLE>
Under the Deferred Compensation 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 attributable to
the deferral of cash incentive payments (including related dividends, but
not matching contributions) 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
1997 in the amount of $8,000.00 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 1997 the Company paid life insurance premiums under the Executive Salary
Continuation Plan in the amount of $3,312.00 for Mr. Farrell; $2,330.82 for
Mr. Rogliano; $1,948.56 for Mr. Lennon; $1,948.56 for Mr. Reed and $1,849.20
for Mr. Hartough. 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 for 1997 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, Reed
and Hartough in the amounts of $37,783, $27,213, $19,339, $125 and $64,566,
respectively.
(e) On February 6, 1998, Mr. Farrell resigned as Chairman, President and Chief
Executive Officer of the Company.
6
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<PAGE>
STOCK OPTIONS
The following table sets forth information concerning nonqualified stock
options granted under the Company's 1988 Stock Option Plan on May 2, 1997, 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, Burlington Stock and Minerals Stock, as the case may be, on the
date of grant, rounded up to the next higher cent; and expire on May 2, 2003. No
Stock Appreciation Rights were granted in 1997 to the named executive officers.
OPTION GRANTS IN 1997
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 1997 PER SHARE DATE VALUE*
- -------------------------------------------------- ---------- ---------------- -------------- ---------- ----------
<S> <C> <C> <C> <C> <C>
J. C. Farrell
Brink's......................................... 55,000 12.8% $31.56 5/2/03 $657,602
Burlington...................................... 75,000 14.3 24.19 5/2/03 574,573
Minerals........................................ 20,000 14.5 12.69 5/2/03 80,517
G. R. Rogliano
Brink's......................................... 12,000 2.8 31.56 5/2/03 143,477
Burlington...................................... 45,000 8.6 24.19 5/2/03 344,744
Minerals........................................ 4,500 3.3 12.69 5/2/03 18,116
F. T. Lennon
Brink's......................................... 12,000 2.8 31.56 5/2/03 143,477
Burlington...................................... 15,000 2.6 24.19 5/2/03 114,915
Minerals........................................ 4,000 2.9 12.69 5/2/03 16,103
A. F. Reed
Brink's......................................... 12,000 2.8 31.56 5/2/03 143,477
Burlington...................................... 15,000 2.6 24.19 5/2/03 114,915
Minerals........................................ 4,000 2.9 12.69 5/2/03 16,103
J. B. Hartough
Brink's......................................... 12,000 2.8 31.56 5/2/03 143,477
Burlington...................................... 15,000 2.6 24.19 5/2/03 114,915
Minerals........................................ 4,000 2.9 12.69 5/2/03 16,103
</TABLE>
- ------------
* Based on the Black-Scholes option-pricing model and the following assumptions:
(i) projected annual dividend yield of .59% for Brink's Stock, 1.22% for
Burlington Stock and 4.61% for Minerals Stock; (ii) expected volatilities of
31.94% for Brink's Stock, 25.89% for Burlington Stock and 45.53% for Minerals
Stock; (iii) a risk-free interest rate of 6.59% for options expiring 2003; 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, Burlington Stock and Minerals Stock, and
there can be no assurance that the amounts reflected in the Grant Date Present
Value column will actually be realized. No gain to an executive officer is
possible without an appreciation in stock value, which will benefit all
shareholders commensurately.
7
<PAGE>
<PAGE>
The following table sets forth information concerning the exercise of
options during 1997 and unexercised options held at the end of such year.
AGGREGATED OPTION EXERCISES IN 1997
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, 1997 DECEMBER 31, 1997
ACQUIRED ON VALUE ---------------------------- ------------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ----------- ----------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
J. C. Farrell
Brink's.............. -- $ -- 172,925 212,641 $4,758,015.81 $3,430,162.23
Burlington........... -- -- 216,244 254,604 3,461,754.26 1,995,213.02
Minerals............. -- -- 85,360 122,000 -- --
G. R. Rogliano
Brink's.............. -- -- 19,795 44,331 401,998.48 720,969.57
Burlington........... -- -- 24,757 85,427 253,635.86 501,900.13
Minerals............. -- -- 7,750 19,000 -- --
F. T. Lennon
Brink's.............. 14,713 350,528.21 29,080 43,631 699,958.75 707,081.57
Burlington........... 18,397 315,287.73 36,366 54,550 481,984.36 433,243.40
Minerals............. 1,000 2,820.00 12,500 18,000 -- --
A. F. Reed
Brink's.............. 1,677 41,690.22 8,783 34,518 202,461.51 516,989.82
Burlington........... -- -- 13,099 43,154 175,954.79 311,466.46
Minerals............. -- -- 3,000 16,000 -- --
J. B. Hartough
Brink's.............. -- -- 26,978 43,631 635,994.89 707,081.57
Burlington........... 7,009 90,717.45 33,737 54,550 433,768.50 433,243.40
Minerals............. -- -- 10,500 18,000 -- --
</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 (as defined in the Pension Plan) 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 benefits under the Pension Plan 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 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>
Effective December 1, 1997, the Pension Equalization Plan was amended to
permit participants to receive the actuarial equivalent of their benefit under
such plan in a lump sum. By September 1, 1999, or if earlier, upon a change in
control (as defined), the Company is to contribute amounts in cash to a trust
established between the Company and The Chase Manhattan Bank. Such amounts are
to be sufficient to provide the benefits to which (a) participants under the
Pension Equalization Plan (the 'Plan') and (b) employees covered under certain
employment contracts, including Mr. Farrell, are entitled pursuant to the terms
of the Plan and such employment contracts as in effect on December 31, 1999, or
the date of the change in control, as applicable. The Board also authorized
amendments to such employment contracts to permit lump-sum payments of certain
benefits thereunder. 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.
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,
1997, the executive officers named in such Table had been credited under the
Pension Plan with the following years of service: Mr. Farrell, 14 years; Mr.
Rogliano, 14 years; Mr. Lennon, 21 years; Mr. Hartough, 11 years; and Mr. Reed,
11 years. Mr. Farrell was also entitled to certain supplemental pension benefits
under an agreement with him, which agreement has been superseded below. Such
supplemental pension benefits were to be calculated on the basis of the 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 Pension Plan and under the plan covering such prior employment. The
effect of this agreement was to increase the years of credited service as of
December 31, 1997, for Mr. Farrell to 30 years of service.
EMPLOYMENT AGREEMENTS
Mr. Farrell was a party to an employment agreement with the Company
providing for an annual salary of $550,000 as well as various other benefits. As
a result of Mr. Farrell's retirement as an employee as of February 28, 1998, the
Company entered into a retirement agreement superseding the prior employment
agreement. Pursuant to the retirement agreement, Mr. Farrell will (i) receive an
award of $550,000 under the Company's Key Employees' Incentive Plan in respect
of 1997, (ii) receive a lump-sum termination payment of $3,575,731.84 in lieu of
any remaining payments due under his employment contract, (iii) continue to vest
in outstanding stock options (which options shall remain exercisable in
accordance with the terms of the option plan and option agreements) until
February 28, 2001, (iv) receive a monthly pension and retirement benefit
commencing as of March 1, 1998 of $47,666.67 on a single life annuity basis, (v)
be entitled to participate in the Retiree Health Care
9
<PAGE>
<PAGE>
Program of the Company, (vi) continue to be eligible to participate in the
Company's charitable matching program (up to $5,000 per year), (vii) receive
$125,000 per year for the period beginning on March 1, 1998, and ending on the
earlier of February 28, 2002, or the date on which he no longer has an option to
buy at least 50,000 shares of any class of common stock of the Company and
(viii) provide consulting services as requested during such period.
It is anticipated that the Company will enter into an employment agreement
with Michael T. Dan providing him with, among other things, a minimum annual
salary of $525,000 for a five-year period in exchange for his services as
President and Chief Executive Officer of the Company. The agreement is also
expected to provide certain benefits in the event of a termination of his
services during the contract term.
CHANGE IN CONTROL ARRANGEMENTS
In 1997, the Company entered into change in control severance agreements
with Messrs. Hartough, Lennon, Reed and Rogliano which replace prior change in
control agreements. Pursuant to these agreements, in the event Messrs. Hartough,
Lennon, Reed or Rogliano are terminated by the Company without cause (as
defined) or quit for good reason (as defined) within three years following a
change in control (as defined), the terminated executive will be entitled to a
cash lump-sum payment equal to (i) his accrued pay (including a prorated portion
of his annual bonus based on the number of days worked in the year of his
termination) plus (ii) three times the sum of his annual base salary and annual
bonus. Additional benefits include a cash payment equal to (i) the value of
additional benefits that he would have accrued under the Pension Plan and the
Pension Equalization Plan if he had accrued an additional thirty-six months of
accrual service credit under such plans and taking into account his severance
pay described in clause (ii) in the preceding sentence in determining his
average salary, (ii) at the executive's request, the spread between the option
price and the market value with respect to all outstanding stock options
(whether or not vested at his date of termination) and (iii) in the event any
payments due the executive would be subject to an excise tax under Code Section
4999, an amount (the 'Gross-Up Payment') equal to such excise tax plus an amount
sufficient so that after payment of all taxes on such Gross-Up Payment, the
executive retains an amount equal to the excise tax.
SEVERANCE AGREEMENTS
In 1997, the Company entered into severance agreements with certain senior
officers, including Messrs. Hartough, Lennon, Reed and Rogliano, which provide
that if the executive is terminated by the Company other than for cause (as
defined) or he quits for good reason (as defined), the terminated executive
shall be entitled to receive (i) his accrued pay (including a prorated portion
of his annual bonus based on the number of days worked in the year of his
termination), (ii) two times the sum of his annual salary and annual bonus and
(iii) previously deferred compensation and related matching contributions
(whether or not vested). If such termination occurs after a 'Disposition Date',
the multiplier in clause (ii) in the preceding sentence shall be three. A
Disposition Date is generally the earliest of (i) the sale, lease or other
transfer to an entity unaffiliated with the Company of greater than 50% of the
assets or shares of Brink's, Incorporated; Brink's Home Security, Inc.; Pittston
Coal Company; BAX Global Inc. or Pittston Mineral Ventures Company, (ii) the
date of the first public announcement of such disposition or (iii) a change in
control. Additional benefits include (i) a cash payment equal to the value of
additional benefits that the executive would have accrued under the Pension Plan
and the Pension Equalization Plan if he had accrued an additional twenty-four
(thirty-six if the termination occurs after a Disposition Date) months of
accrual service credit under such plans and taking into account his severance
pay described in clause (ii) in the first sentence of this paragraph in
determining his average salary, (ii) the immediate acceleration of the vesting
of all outstanding options and (iii) in the event any payments due the executive
would be subject to an excise tax under Code Section 4999, a Gross-Up Payment.
In the event a change in control occurs so that the change in control severance
agreements described above become effective, the rights and obligations of the
affected executives shall be governed by both severance agreements such that, in
the event of a conflict in terms, the benefits most favorable to the executive
shall apply; provided that there shall be no duplication of benefits as a result
of the operation of both agreements.
10
<PAGE>
<PAGE>
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 (the 'SEC') 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 1997, 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 Committee is responsible for establishing and reviewing
policies governing salaries, incentive compensation, and the terms and
conditions of employment of executive officers of the Company. The policies of
the Compensation Committee applicable to the compensation of executive officers
are described below.
The Compensation Committee has established an overall compensation program
to attract, retain and motivate executive officers and to enhance their
incentive to perform at the highest level and contribute significantly to the
Company's success. Recognizing the desirability of tying the compensation of
executive officers to performance and of aligning their interests closely to the
long-term interests of the Company and its shareholders, the Compensation
Committee has determined that a significant part of the compensation of
executive officers should be paid in the form of annual incentive payments under
the Key Employees' Incentive Plan and stock option grants.
The Compensation Committee has from time to time engaged recognized
consultants 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 those consultants, 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 1997, 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 Compensation Committee recommended and the Board
approved an annual incentive payment of $550,000 or 92% of salary for the CEO
and annual incentive payments for the other executive officers for 1997 after
considering the following quantitative and qualitative measures of the Company's
performance in 1997: (i) estimated actual revenues, earnings and cash flow on a
consolidated basis; (ii) estimated actual revenues, operating earnings and cash
flow of each business unit; (iii) the
11
<PAGE>
<PAGE>
employee safety performance of each unit; (iv) the achievement of record
revenues in each of the services segments; (v) the achievement of record
earnings by Brink's Home Security and Brink's, Incorporated; (vi) the increase
in shareholder value as measured by the total market capitalization of the
Company and (vii) 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 Compensation Committee took into account as
additional factors and criteria: pricing and market conditions affecting each
business unit; 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 Compensation Committee's evaluation of the CEO's and the other
executive officers' 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 Compensation Committee's good faith business judgement of their
performance as it related to results in 1997 and the long-term positioning of
the Company. The Compensation Committee did not attach specific weights to the
foregoing factors, but in general the Committee attached more significance to
earnings results than the other factors.
In 1997 the Compensation Committee made stock option grants to the
executive officers of the Company totaling 103,000 shares of Brink's Stock,
165,000 shares of Burlington Stock and 36,500 shares of Minerals Stock. The
Compensation 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 1997 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 stock price of the
applicable class of Company Common Stock 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 severance and
post-takeover employment arrangements are often an essential aspect of the terms
of employment of executive officers. The Compensation 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 and a severance agreement or 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
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.
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 Company's 1988 Stock
Option Plan which qualify the grant of options under such plan under Section
162(m). The Compensation 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 Company Common Stock outstanding since December 31,
1992, through December 31, 1997, the Standard & Poor's ('S&P') 500 Index, the
S&P Transportation Index, an index of peer services companies (the 'Services
Peer Index') selected by the Company, an index of peer freight transportation
companies (the 'Burlington Peer Index') selected by the Company, an index of
peer security companies (the 'Brink's Peer Index') selected by the Company, an
index of peer minerals companies (the 'Minerals Peer Index') selected by the
Company, and a composite index of peer companies (the 'Composite Peer 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 INDEX(1)
(FISCAL YEAR ENDING DECEMBER 31)
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
12/31/92 7/6/93 12/31/93 12/31/94 12/31/95 1/3/96 12/31/96 12/31/97
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Pittston Composite 100 123.8 232.4 215.9 237.9 240.5 280.4 386.5
S&P 500 Index 100 102.7 109.8 111.3 153.1 154.6 188.8 252
Composite Peer Index 100 91.0 124.3 105.1 126.7 126.2 151.5 223
</TABLE>
- ------------
(1) On July 26, 1993, the Company's shareholders approved a 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
Minerals 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 a 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 Burlington
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, 1992,
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
13
<PAGE>
<PAGE>
capitalization-weighted combination of Brink's Stock, Burlington Stock and
Minerals Stock. For the S&P 500 Index and the Composite Peer Index,
cumulative returns are measured on an annual basis for the periods from
December 31, 1992 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, 1997, with the value of each index set to $100 on
December 31, 1992. Total return assumes reinvestment of dividends. The
returns of the component companies included in the Composite Peer Index are
weighted according to such company's market capitalization at the beginning
of each period. Companies in the Composite Peer Index are as follows:
Airborne Freight Corp., Air Express International Corporation, Arch Coal
Inc., Borg-Warner Security Corporation, Circle International Group Inc.,
Expeditors International Inc., Federal Express Corporation, Protection One
Inc., Wackenhut Corporation (Class A) and Westmoreland Coal Company. In
constructing the Composite Peer Index for 1997, the Company has eliminated
ADT Limited and Ashland Coal Company because such companies were acquired by
other companies during 1997.
14
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<PAGE>
COMPARISON OF CUMULATIVE TOTAL RETURN AMONG MINERALS GROUP COMMON STOCK,
SERVICES GROUP COMMON STOCK, THE S&P 500 INDEX, THE S&P TRANSPORTATION INDEX,
THE MINERALS PEER INDEX AND THE SERVICES PEER INDEX(2)
(FROM JULY 6, 1993 THROUGH DECEMBER 31, 1997)
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
7/6/93 12/31/93 12/31/94 12/31/95 1/3/96 12/31/96 12/31/97
<S> <C> <C> <C> <C> <C> <C> <C>
Pittston Minerals Group 100 189.5 209.6 120.5 120.5 140.4 72.3
Pittston Services Group 100 187.4 169.4 204.1 206.5 240.7 348.9
S&P 500 Index 100 106.9 108.4 149.2 150.6 183.9 245.5
S&P Transportation Index 100 115.0 94.6 129.4 130.8 145.7 186.2
Minerals Peer Index 100 118.9 117.1 84.2 85.1 107.8 108.2
Services Peer Index 100 138.1 115.3 142.8 143.3 171.6 254.3
</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 Peer Index, the Minerals Peer Index, the 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 Peer
Index consists of a market capitalization-weighted combination of the common
stocks of Airborne Freight Corp., Air Express International Corporation,
Borg-Warner Security Corporation, Circle Group International Inc.,
Expeditors International Inc., Federal Express Corporation, Protection One
Inc. and Wackenhut Corporation (Class A). In constructing the Services Peer
Index for 1997, the Company has eliminated ADT Limited because that company
was acquired by another company during 1997. The Minerals Peer Index
consists of a market capitalization-weighted combination of the common
stocks of Arch Coal Inc. and Westmoreland Coal Company. In constructing the
Minerals Peer Index for 1997, the Company has eliminated Ashland Coal
Company because that company was acquired by another company during 1997.
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, 1997)
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
01/03/96 12/31/96 12/31/97
<S> <C> <C> <C>
Pittston Brink's Group 100 119.8 179.1
Pittston Burlington Group 100 108.0 143.2
S&P 500 Index 100 122.1 163.1
S&P Transportation Index 100 111.0 141.8
Brink's Peer Index 100 91.0 151.7
Burlington Peer Index 100 122.3 179.8
</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, 1997, on $100 invested in either Brink's Stock, Burlington
Stock, the Brink's Peer Index, the Burlington Peer Index, the S&P 500 Index
or the S&P Transportation Index. Total return assumes reinvestment of
dividends. The Brink's Peer Index consists of a market
capitalization-weighted combination of the common stocks of Borg-Warner
Security Corporation, Protection One Inc. and Wackenhut Corporation (Class
A). In constructing the Brink's Peer Index for 1997, the Company has
eliminated ADT Limited because that company was acquired by another company
during 1997. The Burlington Peer Index consists of a market
capitalization-weighted combination of the common stocks of Airborne Freight
Corp., Air Express International Corporation, Circle International Group
Inc., Expeditors International Inc. and Federal Express Corporation.
16
<PAGE>
<PAGE>
PROPOSALS OF THE BOARD
The following proposals are expected to be presented to the meeting. With
respect to Proposal Nos. 1 and 2, all shares of Brink's Stock, Burlington Stock
and Minerals Stock will vote together as a single voting group. Holders of
Brink's Stock will have one vote per share, holders of Burlington Stock will
have .739 vote per share and holders of Minerals Stock will have .244 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 Broker Shares that are not voted on Proposal No. 2 will
not be counted in determining the number of votes cast.
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 of Directors is ten.
The nominees for election as directors for three-year terms expiring in
2001 are: James R. Barker, James L. Broadhead, Michael T. Dan and Ronald M.
Gross. The nominee for election as director for a two-year term expiring in 2000
is Carl S. Sloane.
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 2001
[Photo] JAMES R. BARKER, 62, is Chairman of the Board of the Company
and has served in that capacity since February 1998. He is
also 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 Resources, 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 Northwest-
ern University and the Board of Visitors of Columbia
University. Mr. Barker has been a director of the Company
since July 1993, and is Chairman of the Executive Committee
and a member of the Audit and Ethics Committee and the
Compensation and Benefit Committee. His current term as a
director of the Company expires in 1998.
[Photo] JAMES L. BROADHEAD, 62, 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, 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>
18
<PAGE>
<PAGE>
<TABLE>
<S> <C>
[Photo] MICHAEL T. DAN, 47, was elected by the Board of Directors as
President and Chief Executive Officer and a director of
Company in February 1998. Prior to his election, Mr. Dan
served as President and Chief Executive Officer of Brink's
Holding Company, Inc. since 1995 and President and Chief
Executive Officer of Brink's, Incorporated since 1993. Mr.
Dan is a member of the Executive Committee. His term as a
director of the Company expires in 1998.
[Photo] RONALD M. GROSS, 64, 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 a member of the Board of Directors of Fundacion
Chile, the American Forest and Paper Association and a former
member of the Investment Policy Advisory Committee of the
United States Trade Representative. Mr. Gross has been a
director of the Company since 1995 and is Chairman of the
Audit and Ethics Committee, and a member of the Executive
Committee and the Pension Committee. His current term as a
director of the Company expires in 1998.
NOMINEE FOR ELECTION AS DIRECTOR FOR
A TWO-YEAR TERM EXPIRING IN 2000
[Photo] CARL S. SLOANE, 61, is the Ernest L. Arbuckle Professor of
Business Administration at Harvard University, Graduate
School of Business Administration. Prior to joining the
Harvard faculty in 1991, Mr. Sloane spent thirty years in
management consulting, the last twenty with the firm he
co-founded, Temple, Barker & Sloane, Inc., and its successor
firm, Mercer Management Consulting, where he served as
Chairman and Chief Executive Officer. He is a director of
Rayonier Inc., Ionics, Inc. and Sapient Corporation.
</TABLE>
19
<PAGE>
<PAGE>
<TABLE>
<S> <C>
CONTINUING DIRECTORS
[Photo] ROGER G. ACKERMAN, 59, 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. His current
term as a director of the Company expires in 2000.
[Photo] WILLIAM F. CRAIG, 66, 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,
including 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] CHARLES F. HAYWOOD, 70, 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 Appalachi-
an Regional Healthcare, Inc. and the WWW Internet Fund, both
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] ROBERT H. SPILMAN, 70, retired as Chairman and Chief Executive
Officer of Bassett Furniture Industries, Inc. in June 1997.
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. and Aeroquip-Vickers 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. His current term as a director of
the Company expires in 2000.
[Photo] ADAM H. ZIMMERMAN, 71, 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 Company Common Stock beneficially owned by them
at January 31, 1998, 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 13,110(c)
Burlington Stock 13,781(c)
Minerals Stock 4,147(c)
James R. Barker...................................... Brink's Stock 13,186(c)
Burlington Stock 13,846(c)
Minerals Stock 4,218(c)
J. L. Broadhead...................................... Brink's Stock 6,406(c)
Burlington Stock 5,311(c)
Minerals Stock 4,440(c)
W. F. Craig.......................................... Brink's Stock 13,764(c)
Burlington Stock 14,377(c)
Minerals Stock 4,736(c)
M. T. Dan............................................ Brink's Stock 130,403(d)(e)(f)
Burlington Stock 8,081(d)(e)(f)
Minerals Stock 14,680(d)(e)(f)
J. C. Farrell........................................ Brink's Stock 220,207(d)(e)(f)
Burlington Stock 247,711(d)(e)(f)
Minerals Stock 122,182(d)(e)(f)
R. M. Gross.......................................... Brink's Stock 11,283(c)
Burlington Stock 11,849(c)
Minerals Stock 3,718(c)
J. B. Hartough....................................... Brink's Stock 38,662(d)(e)(f)(g)
Burlington Stock 40,346(d)(e)(f)
Minerals Stock 18,384(d)(e)(f)
C. F. Haywood........................................ Brink's Stock 3,981(c)
Burlington Stock 2,804(c)
Minerals Stock 4,484(c)
F. T. Lennon......................................... Brink's Stock 47,713(d)(e)(f)
Burlington Stock 46,867(d)(e)(f)
Minerals Stock 19,458(d)(e)(f)
D. L. Marshall....................................... Brink's Stock 54,503(d)(f)
Burlington Stock 61,767(d)(f)
Minerals Stock 12,967(d)(f)
A. F. Reed........................................... Brink's Stock 15,809(d)(f)(h)
Burlington Stock 17,528(d)(f)(h)
Minerals Stock 11,007(d)(f)(h)
G. R. Rogliano....................................... Brink's Stock 34,633(d)(f)(i)
Burlington Stock 32,798(d)(f)
Minerals Stock 14,721(d)(f)
C. S. Sloane......................................... Brink's Stock --(j)
Burlington Stock --(j)
Minerals Stock --(j)
R. H. Spilman........................................ Brink's Stock 14,014(c)
Burlington Stock 14,628(c)
Minerals Stock 5,013(c)
A. H. Zimmerman...................................... Brink's Stock 16,089(c)
Burlington Stock 15,697(c)
Minerals Stock 5,484(c)
16 nominees, directors and executive officers as a
group.............................................. Brink's Stock 633,763(k)
Burlington Stock 601,391(k)
Minerals Stock 249,639(k)
</TABLE>
- ------------
(a) Except as otherwise noted, the named individuals have sole voting and
investment power with respect to such shares of each class of Company
Common Stock. None of such individuals beneficially owns more than
approximately 1% of any class of outstanding Company 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.
(footnotes continued on next page)
22
<PAGE>
<PAGE>
(footnotes continued from previous page)
(b) Includes shares of each class of Company Common Stock which could be
acquired within 60 days after January 31, 1998, upon the exercise of
options granted pursuant to the Company's stock option plans, as follows:
<TABLE>
<S> <C> <C>
Mr. Ackerman......................................... Brink's Stock 11,109
Burlington Stock 12,391
Minerals Stock 3,000
Mr. Barker........................................... Brink's Stock 11,110
Burlington Stock 12,387
Minerals Stock 3,000
Mr. Broadhead........................................ Brink's Stock 4,102
Burlington Stock 3,628
Minerals Stock 3,000
Mr. Dan.............................................. Brink's Stock 110,315
Burlington Stock 0
Minerals Stock 0
Mr. Farrell.......................................... Brink's Stock 172,925
Burlington Stock 194,345
Minerals Stock 85,360
Mr. Gross............................................ Brink's Stock 9,707
Burlington Stock 10,640
Minerals Stock 2,600
Mr. Hartough......................................... Brink's Stock 26,978
Burlington Stock 33,737
Minerals Stock 10,500
Dr. Haywood.......................................... Brink's Stock 1,000
Burlington Stock 500
Minerals Stock 2,400
Mr. Lennon........................................... Brink's Stock 29,080
Burlington Stock 36,366
Minerals Stock 12,500
Mr. Marshall......................................... Brink's Stock 44,671
Burlington Stock 55,868
Minerals Stock 12,000
Mr. Reed............................................. Brink's Stock 8,783
Burlington Stock 13,099
Minerals Stock 3,000
Mr. Rogliano......................................... Brink's Stock 19,795
Burlington Stock 24,757
Minerals Stock 7,750
Each of Messrs. Craig, Spilman and Zimmerman......... Brink's Stock 11,108
Burlington Stock 12,393
Minerals Stock 3,000
All nominees, directors and executive officers as a
group (16 persons)................................. Brink's Stock 482,899
Burlington Stock 434,897
Minerals Stock 154,110
</TABLE>
(c) Includes Units representing shares of the applicable class of Company
Common Stock, rounded to the nearest whole Unit, credited to each
Director's account under the Company's Directors' Stock Accumulation Plan
with respect to all fiscal years ended on or prior to January 31, 1998, as
follows:
<TABLE>
<S> <C> <C>
Mr. Ackerman......................................... Brink's Units 1,001
Burlington Units 890
Minerals Units 947
Mr. Barker........................................... Brink's Units 1,076
Burlington Units 959
Minerals Units 1,018
Mr. Broadhead........................................ Brink's Units 1,304
Burlington Units 1,183
Minerals Units 1,240
Mr. Craig............................................ Brink's Units 1,605
Burlington Units 1,459
Minerals Units 1,526
Mr. Gross............................................ Brink's Units 1,076
Burlington Units 959
Minerals Units 1,018
Dr. Haywood.......................................... Brink's Units 1,981
Burlington Units 1,804
Minerals Units 1,884
Mr. Spilman.......................................... Brink's Units 1,906
Burlington Units 1,735
Minerals Units 1,813
Mr. Zimmerman........................................ Brink's Units 1,981
Burlington Units 1,804
Minerals Units 1,884
</TABLE>
(footnotes continued on next page)
23
<PAGE>
<PAGE>
(footnotes continued from previous page)
(d) Includes Units representing shares of the applicable class of Company
Common Stock, 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, 1998, as
follows:
<TABLE>
<S> <C> <C>
Mr. Dan.............................................. Brink's Units 12,957
Burlington Units 4,775
Minerals Units 12,056
Mr. Farrell.......................................... Brink's Units 41,931
Burlington Units 28,439
Minerals Units 35,254
Mr. Hartough......................................... Brink's Units 7,153
Burlington Units 3,639
Minerals Units 7,121
Mr. Lennon........................................... Brink's Units 9,018
Burlington Units 5,496
Minerals Units 5,167
Mr. Marshall......................................... Brink's Units 7,085
Burlington Units 4,509
Minerals Units 795
Mr. Reed............................................. Brink's Units 4,546
Burlington Units 3,171
Minerals Units 5,042
Mr. Rogliano......................................... Brink's Units 9,870
Burlington Units 6,537
Minerals Units 6,203
</TABLE>
Non-employee directors do not participate in the Company's Key Employees'
Deferred Compensation Program.
(e) Includes shares of each class of Company Common Stock, rounded to the
nearest whole share, held in nominee name under the Company's 1994 Employee
Stock Purchase Plan at January 31, 1998, as follows:
<TABLE>
<S> <C> <C>
Mr. Dan.............................................. Brink's Stock 787
Burlington Stock 409
Minerals Stock 1,430
Mr. Farrell.......................................... Brink's Stock 458
Burlington Stock 599
Minerals Stock 559
Mr. Hartough......................................... Brink's Stock 1,198
Burlington Stock 1,534
Minerals Stock 22
Mr. Lennon........................................... Brink's Stock 267
Burlington Stock 214
Minerals Stock 320
</TABLE>
Non-employee directors do not participate in the Company's 1994 Employee
Stock Purchase Plan.
(f) Includes shares of each class of Company Common Stock, rounded to the
nearest whole share, held by the trustee under the Company's
Savings-Investment Plan at January 31, 1998, as follows:
<TABLE>
<S> <C> <C>
Mr. Dan.............................................. Brink's Stock 5,636
Burlington Stock 2,543
Minerals Stock 1,094
Mr. Farrell.......................................... Brink's Stock 893
Burlington Stock 429
Minerals Stock 209
Mr. Hartough......................................... Brink's Stock 2,833
Burlington Stock 1,436
Minerals Stock 741
Mr. Lennon........................................... Brink's Stock 5,392
Burlington Stock 2,731
Minerals Stock 1,363
Mr. Marshall......................................... Brink's Stock 605
Burlington Stock 319
Minerals Stock 172
Mr. Reed............................................. Brink's Stock 1,972
Burlington Stock 1,002
Minerals Stock 507
Mr. Rogliano......................................... Brink's Stock 2,968
Burlington Stock 1,504
Minerals Stock 768
</TABLE>
Non-employee directors do not participate in the Company's Savings-
Investment Plan.
(g) Includes 500 shares of Brink's Stock held by Mr. Hartough's daughter, for
which he is custodian.
(h) Includes 500 shares of Brink's Stock and 1,250 shares of Minerals Stock held
jointly by Mr. Reed with his son, 256 shares of Burlington Stock and 1,208
shares of Minerals Stock held jointly by Mr. Reed with his daughter, and 8
shares of Brink's Stock held jointly by Mr. Reed with his wife.
(i) Mr. Rogliano shares voting power with his spouse with respect to 2,000
shares of Brink's Stock.
(j) As of January 31, 1998, Mr. Sloane did not beneficially own any shares of
Brink's Stock, Burlington Stock or Minerals Stock.
(k) See notes (a) through (j) above. The total number represents approximately
1.54% of the outstanding Brink's Stock, 2.97% of the outstanding Burlington
Stock and 2.97% of the outstanding Minerals Stock at January 31, 1998.
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
outstanding Company Common Stock at December 31, 1997:
<TABLE>
<CAPTION>
SHARES
NAME AND ADDRESS OF BENEFICIALLY PERCENT
BENEFICIAL OWNER OWNED OF CLASS
---------------- ------------ --------
<S> <C> <C> <C>
The Chase Manhattan Bank,
as Trustee under The Pittston
Company Employee Benefits Trust
Agreement
770 Broadway
New York, NY 10011................................. Brink's Stock 2,947,314(a) 7.17%
FMR Corp.
Edward C. Johnson 3d
Abigail P. Johnson
Fidelity Management & Research Company
Fidelity Management Trust Company
82 Devonshire Street
Boston, MA 02109-3614................................ Burlington Stock 1,762,067(b) 8.65%
Lazard Freres & Co. LLC
30 Rockefeller Plaza
New York, NY 10020................................... Burlington Stock 1,719,205(c) 8.27%
R.B. Haave Associates, Inc.
36 Grove Street
New Canaan, CT 06840................................. Minerals Stock 1,501,500(d) 17.8%
National Rural Electric Cooperative
Association
4301 Wilson Boulevard
Arlington, VA 22203.................................. Minerals Stock 675,880(e) 8.0%
Norwest Corporation
Norwest Center
Sixth and Marquette
Minneapolis, MN 55479-1026
Norwest Bank Colorado, Inc.
1740 Broadway
Denver, CO 80274-8677................................ Minerals Stock 497,402(f) 5.9%
The Prudential Insurance Company of America
751 Broad Street
Newark, NJ 07102-3777................................ Burlington Stock 1,329,025(g) 6.52%
Tiger Management L.L.C.
Tiger Performance L.L.C.
Julian H. Robertson, Jr.
101 Park Avenue
New York, NY 10178................................... Brink's Stock 4,890,900(h) 11.9%
Wellington Management Company, LLP
75 State Street
Boston, MA 02109..................................... Burlington Stock 1,618,120(i) 7.94%
Westport Asset Management, Inc.
253 Riverside Avenue
Westport, CT 06880................................... Burlington Stock 1,066,550(j) 5.23%
</TABLE>
- ------------
(a) According to a report on Schedule 13D, dated December 7, 1992, filed with
the SEC, The Chase Manhattan Bank, 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
Company Common Stock. The Trust Agreement provides that shares held by the
Trustee shall be voted in the same proportion and manner as shares of
Company 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 Company
Common Stock. Such participants direct the voting or tender of shares held
in their SIP accounts. In the report the Trustee disclaimed beneficial
ownership.
(footnotes continued on next page)
25
<PAGE>
<PAGE>
(footnotes continued from previous page)
(b) According to a report on Schedule 13G dated February 14, 1998, filed with
the SEC 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
Management Trust Company, a bank and wholly-owned subsidiary of FMR Corp.,
FMR Corp. had through such entities sole voting power over 56,867 shares of
Burlington Stock, shared voting power over no shares of Burlington Stock,
sole dispositive power over 1,705,200 shares of Burlington Stock and shared
dispositive power over no shares of Burlington Stock.
(c) According to a report on Schedule 13G dated February 13, 1998, filed with
the SEC 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 1,608,455 shares
of Burlington Stock, shared voting power over no shares of Burlington
Stock, sole dispositive power over 1,719,205 shares of Burlington Stock and
shared dispositive power over no shares of Burlington Stock.
(d) According to a report on Schedule 13G dated January 27, 1998, filed with
the SEC 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 1,501,500 shares of Minerals
Stock, shared voting power over no shares of Minerals Stock, sole
dispositive power over 1,501,500 shares of Minerals Stock and shared
dispositive power over no shares of Minerals Stock.
(e) According to a report on Schedule 13G dated February 12, 1998, filed with
the SEC 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.
(f) According to a report on Schedule 13G dated January 23, 1998, filed with
the SEC 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 497,402 shares of Minerals Stock,
shared voting power over 60 shares of Minerals Stock, sole dispositive
power over 497,302 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.
(g) According to a report on Schedule 13G dated February 10, 1998, filed with
the SEC 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 682,650 shares of
Burlington Stock, shared voting power over 646,375 shares of Burlington
Stock, sole dispositive power over 682,650 shares of Burlington Stock and
shared dispositive power over 646,375 shares of Burlington Stock. In the
report The Prudential Insurance Company of America disclaimed beneficial
ownership.
(h) According to a report on Schedule 13G dated February 13, 1998, filed with
the SEC by Julian H. Robertson, Jr., as the ultimate controlling person of
Tiger Management L.L.C. and Tiger Performance L.L.C., Julian H. Robertson,
Jr., had sole voting power over no shares of Brink's Stock, shared voting
power over 4,890,900 shares of Brink's Stock, sole dispositive power over
no shares of Brink's Stock and shared dispositive power over 4,890,900
shares of Brink's Stock.
(i) According to a report on Schedule 13G dated January 14, 1998, filed with
the SEC 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 1,118,500 shares of Burlington
Stock, sole dispositive power over no shares of Burlington Stock and shared
dispositive power over 1,618,120 shares of Burlington Stock.
(j) According to a report on Schedule 13G dated February 19, 1998, filed with
the SEC by Westport Asset Management, Inc., an investment adviser
registered under section 203 of the Investment Advisers Act of 1940,
Westport Asset Management Inc. had sole voting power over 4,350 shares of
Burlington Stock, shared voting power over 1,062,200 shares of Burlington
Stock, sole dispositive power over 4,350 shares of Burlington Stock and
shared dispositive power over 1,062,200 shares of Burlington Stock.
26
<PAGE>
<PAGE>
PROPOSAL NO. 2 -- APPROVAL OF THE SELECTION OF
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has, subject to shareholder approval, selected KPMG
Peat Marwick LLP as the Company's independent public accountants for the year
1998 and recommends approval of such selection by the shareholders. KPMG Peat
Marwick LLP served in this capacity for the year 1997. 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 ACCOUNTANTS.
-------------------
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 1999 annual meeting or bring other business
(including any proposal intended for inclusion in the Company's proxy materials)
before the 1999 annual meeting, notice must be given to the Secretary of the
Company between September 28, 1998, and November 27, 1998. 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 1998 annual meeting is currently estimated to be approximately $14,000,
plus reimbursement of out-of-pocket expenses.
AUSTIN F. REED
Secretary
March 27, 1998
27
<PAGE>
<PAGE>
Appendix 1
[PITTSTON LOGO]
PROXY
PROXY/VOTING DIRECTION CARD SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS, MAY 1, 1998
The undersigned hereby appoints Michael T. Dan, Gary R. Rogliano and Austin F.
Reed and each of them as proxy, 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 1, 1998, at 2:00 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 four nominees as SEE REVERSE
directors for terms expiring in 2001: SIDE
James R. Barker, James L. Broadhead,
Michael T. Dan and Ronald M. Gross
Election of the following nominee as director
for term expiring in 2000:
Carl S. Sloane
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
<TABLE>
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR ALL NOMINEES" IN ITEM 1 AND "FOR" ITEM 2.
Please mark
your votes as [X]
indicated in this
example.
ITEM 1--Election of the nominees for directors. ITEM 2--Approval of KPMG Peat Marwick FOR AGAINST ABSTAIN
(see reverse) LLP as independent public accountants. [ ] [ ] [ ]
FOR WITHHELD
ALL FROM ALL
NOMINEES NOMINEES
[ ] [ ]
[ ]_________________________________________
For all nominees except as noted above 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.
Signature:_____________________________Date:______Signature:___________________________Date:_______
</TABLE>
