PITTSTON CO
SC 13G, 1999-02-16
BITUMINOUS COAL & LIGNITE MINING
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<PAGE>   1
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13G

                   UNDER THE SECURITIES EXCHANGE ACT OF 1934

                           (AMENDMENT NO.         )*
                                         ---------

                 The Pittston Company - Pittston Brink's Group
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                         Common Stock, $1.00 par value
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   725701106
                               -----------------
                                 (CUSIP Number)

            December 31, 1998 - Filing pursuant to Rule 13d-1(b)(2)
- --------------------------------------------------------------------------------
            (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

         [x] Rule 13d-1(b)
         [ ] Rule 13d-1(c)
         [ ] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).

<PAGE>   2

- --------------------                               -----------------------------
CUSIP NO.  725701106             13G               Page    1    of    3    Pages
                                                        -------    -------
- --------------------                               -----------------------------

- --------------------------------------------------------------------------------
   1      NAME OF REPORTING PERSON
          S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          Boston Partners Asset Management, L.P.

- --------------------------------------------------------------------------------
   2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*              (a) [ ]
                                                                         (b) [ ]

          Not applicable

- --------------------------------------------------------------------------------
   3      SEC USE ONLY

- --------------------------------------------------------------------------------
   4      CITIZENSHIP OR PLACE OF ORGANIZATION

          Delaware

- --------------------------------------------------------------------------------
                               5     SOLE VOTING POWER

        NUMBER OF                    -0- shares
          SHARES            ----------------------------------------------------
       BENEFICIALLY                  SHARED VOTING POWER
         OWNED BY
           EACH                6     2,761,970 shares
        REPORTING           ----------------------------------------------------
          PERSON                     SOLE DISPOSITIVE POWER
           WITH
                               7     -0- shares
                            ----------------------------------------------------
                                     SHARED DISPOSITIVE POWER

                               8     2,761,970 shares
- --------------------------------------------------------------------------------
   9      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          2,761,970 shares
- --------------------------------------------------------------------------------
   10     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN      [ ]
          SHARES*

          Not applicable
- --------------------------------------------------------------------------------
   11     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

          6.7%

- --------------------------------------------------------------------------------
   12     TYPE OF REPORTING PERSON *

          IA

- --------------------------------------------------------------------------------

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>   3



- --------------------                               -----------------------------
CUSIP NO.  725701106             13G               Page    2    of    3    Pages
                                                        -------    -------
- --------------------                               -----------------------------

- --------------------------------------------------------------------------------
   1      NAME OF REPORTING PERSON
          S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          Boston Partners, Inc.

- --------------------------------------------------------------------------------
   2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*              (a) [ ]
                                                                         (b) [ ]

          Not applicable

- --------------------------------------------------------------------------------
   3      SEC USE ONLY

- --------------------------------------------------------------------------------
   4      CITIZENSHIP OR PLACE OF ORGANIZATION

          Delaware

- --------------------------------------------------------------------------------
                               5     SOLE VOTING POWER

        NUMBER OF                    -0- shares
          SHARES            ----------------------------------------------------
       BENEFICIALLY                  SHARED VOTING POWER
         OWNED BY
           EACH                6     2,761,970 shares
        REPORTING           ----------------------------------------------------
          PERSON                     SOLE DISPOSITIVE POWER
           WITH
                               7     -0- shares
                            ----------------------------------------------------
                                     SHARED DISPOSITIVE POWER

                               8     2,761,970 shares
- --------------------------------------------------------------------------------
   9      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          2,761,970 shares
- --------------------------------------------------------------------------------
   10     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN      [ ]
          SHARES*

          Not applicable
- --------------------------------------------------------------------------------
   11     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

          6.7%

- --------------------------------------------------------------------------------
   12     TYPE OF REPORTING PERSON *

          CO

- --------------------------------------------------------------------------------

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE>   4



- --------------------                               -----------------------------
CUSIP NO.  725701106             13G               Page    3    of    3    Pages
                                                        -------    -------
- --------------------                               -----------------------------

- --------------------------------------------------------------------------------
   1      NAME OF REPORTING PERSON
          S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          Desmond John Heathwood

- --------------------------------------------------------------------------------
   2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*              (a) [ ]
                                                                         (b) [ ]

          Not applicable

- --------------------------------------------------------------------------------
   3      SEC USE ONLY

- --------------------------------------------------------------------------------
   4      CITIZENSHIP OR PLACE OF ORGANIZATION

          United States

- --------------------------------------------------------------------------------
                               5     SOLE VOTING POWER

        NUMBER OF                    -0- shares
          SHARES            ----------------------------------------------------
       BENEFICIALLY                  SHARED VOTING POWER
         OWNED BY
           EACH                6     2,761,970 shares
        REPORTING           ----------------------------------------------------
          PERSON                     SOLE DISPOSITIVE POWER
           WITH
                               7     -0- shares
                            ----------------------------------------------------
                                     SHARED DISPOSITIVE POWER

                               8     2,761,970 shares
- --------------------------------------------------------------------------------
   9      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          2,761,970 shares
- --------------------------------------------------------------------------------
   10     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN      [ ]
          SHARES*

          Not applicable
- --------------------------------------------------------------------------------
   11     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

          6.7%

- --------------------------------------------------------------------------------
   12     TYPE OF REPORTING PERSON *

          IN

- --------------------------------------------------------------------------------

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE>   5


Item 1(a).        Name of Issuer:  The Pittston Company - Pittston Brink's
                  Group (the "Issuer").

Item 1(b).        Address of Issuer's Principal Executive Offices:
                  1000 Virginia Center Parkway, Glen Allen, VA  23058

Item 2(a).        Names of Persons Filing:  Boston Partners Asset Management,
                  L.P. ("BPAM"), Boston Partners, Inc. ("Boston Partners"), and
                  Desmond John Heathwood.  BPAM, Boston Partners, and Mr.
                  Heathwood are sometimes referred to collectively herein as
                  the "Reporting Persons."

Item 2(b).        Address of Principal Business Office or, if None, Residence:
                  The address of the principal business office of BPAM, Boston
                  Partners, and Mr. Heathwood is 28 State Street, 20th Floor,
                  Boston, MA 02109.

Item 2(c).        Citizenship:  BPAM is a Delaware limited partnership.  Boston
                  Partners is a Delaware corporation.  Mr. Heathwood is a
                  United States citizen.

Item 2(d).        Title of Class of Securities:  Common Stock, $ 1.00 par value
                  ("Common Stock").

Item 2(e).        CUSIP Number:  725701106

Item 3.                    If this statement is filed pursuant to Rule 13d-1(b)
                           or 13d-2(b) or (c), check whether the person filing
                           is a:

                           (a)      [ ]     Broker or dealer registered under
                                            section 15 of the Act (15 U.S.C.
                                            78o).

                           (b)      [ ]     Bank as defined in section 3(a)(6)
                                            of the Act (15 U.S.C. 78c).

                           (c)      [ ]     Insurance company as defined in
                                            section 3(a)(19) of the Act (15
                                            U.S.C. 78c).

                           (d)      [ ]     Investment company registered under
                                            section 8 of the Investment Company
                                            Act of 1940 (15 U.S.C. 80a-8).

                           (e)      [ X ]   An investment adviser in accordance
                                            with Rule 13d-1(b)(1)(ii)(E);

                           (f)      [ ]     An employee benefit plan or
                                            endowment fund in accordance with
                                            Rule 13d-1(b)(1)(ii)(F);

<PAGE>   6

                           (g)      [ ]     A parent holding company or control
                                            person in accordance with Rule
                                            13d-1(b)(1)(ii)(G);

                           (h)      [ ]     A savings association as defined in
                                            section 3(b) of the Federal Deposit
                                            Insurance Act (12 U.S.C. 1813);

                           (i)      [ ]     A church plan that is excluded from
                                            the definition of an investment
                                            company under section 3(c)(14) of
                                            the Investment Company Act of 1940
                                            (15 U.S.C. 80a-3);

                           (j)      [ ]     Group, in accordance with Rule
                                            13d-1(b)(1)(ii)(J).

Item 4.           Ownership.

       (a)        Amount Beneficially Owned: Each of the Reporting Persons may
                  be deemed to own beneficially 2,761,970 shares of Common
                  Stock at December 31, 1998. BPAM owns of record 2,761,970
                  shares of Common Stock. As sole general partner of BPAM,
                  Boston Partners may be deemed to own beneficially all of the
                  shares of Common Stock that BPAM may be deemed to own
                  beneficially. As principal stockholder of Boston Partners,
                  Mr. Heathwood may be deemed to own beneficially all of the
                  Common Stock that Boston Partners may be deemed to own
                  beneficially. Therefore, each of the Reporting Persons may be
                  deemed to own beneficially 2,761,970 shares of Common Stock
                  of the Issuer.

       (b)        Percent of Class: 6.7% for all Reporting Persons. The
                  foregoing percentage is calculated based on the 40,961,415
                  shares of Common Stock outstanding on November 6, 1998, as
                  reported on the Form 10-Q for the Pittston Company for the
                  quarter ended September 30, 1998.

       (c)        Number of shares as to which such person has:

                  (i)      sole power to vote or to direct the vote:  0 shares
                           for all Reporting Persons.

                  (ii)     shared power to vote or to direct the vote: 2,761,970
                           shares for all Reporting Persons.

                  (iii)    sole power to dispose or to direct the disposition
                           of: 0 shares for all Reporting Persons.

                  (iv)     shared power to dispose or to direct the disposition
                           of: 2,761,970 shares for all Reporting Persons.

<PAGE>   7

                  Pursuant to Rule 13d-4, each of Boston Partners and Mr.
                  Heathwood expressly disclaims beneficial ownership of any
                  shares of Common Stock of the Issuer.

Item 5.           Ownership of Five Percent or Less of a Class.

                  Not applicable.

Item 6.           Ownership of More than Five Percent on Behalf of Another
                  Person.

                  BPAM holds all of the above 2,761,970 shares under management
                  for its clients, who have the right to direct the receipt of
                  dividends, to receive dividends from such shares and to
                  receive the proceeds from the sale of such shares. None of
                  these clients holds more than five percent of the Common
                  Stock of the Issuer.

Item 7.           Identification and Classification of the Subsidiary Which
                  Acquired the Security Being Reported on by the Parent Holding
                  Company.

                  Not applicable.

Item 8.           Identification and Classification of Members of the Group.

                  Not applicable.  BPAM, Boston Partners and Mr. Heathwood
                  expressly disclaim membership in a "group" as defined in Rule
                  13d-5(b)(1).

Item 9.           Notice of Dissolution of Group.

                  Not applicable.

Item 10.          Certification.

                  By signing below we certify that, to the best of our
                  knowledge and belief, the securities referred to above were
                  acquired and are held in the ordinary course of business and
                  were not acquired and are not held for the purpose of or with
                  the effect of changing or influencing the control of the
                  issuer of the securities and were not acquired and are not
                  held in connection with or as participant in any transaction
                  having that purpose or effect.


<PAGE>   8

                                   SIGNATURE

         After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct. We also hereby agree to file this statement jointly pursuant to
the agreement set forth as Exhibit 1 hereto.

Dated:  February 12, 1999

BOSTON PARTNERS ASSET MANAGEMENT, L.P.

By:      Boston Partners, Inc.,
         its general partner

         By:      /s/ Mary Ann Iudice
                  -------------------
                  William J. Kelly
                  Treasurer and Senior Vice President
                  by:      Mary Ann Iudice
                           Attorney-in-Fact*

BOSTON PARTNERS, INC.

         By:      /s/ Mary Ann Iudice
                  -------------------
                  William J. Kelly
                  Treasurer and Senior Vice President
                  by:      Mary Ann Iudice
                           Attorney-in-Fact*

/s/ Mary Ann Iudice
- -------------------
Desmond John Heathwood
by:      Mary Ann Iudice
         Attorney-in-Fact**

*        Signed pursuant to a Power of Attorney executed by William J. Kelly, a
copy of which is filed herewith.

**       Signed pursuant to a Power of Attorney executed by Desmond John
Heathwood, a copy of which is filed herewith.


<PAGE>   9


                                                                       Exhibit 1

                                   AGREEMENT

         Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, the undersigned hereby agree that only one statement containing the
information required by Schedule 13G need be filed with respect to the
ownership by each of the undersigned of shares of Common Stock of The Pittston
Company - Pittston Brink's Group.

         This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.

         EXECUTED this 12th day of February, 1999.

BOSTON PARTNERS ASSET MANAGEMENT, L.P.

By:      Boston Partners, Inc.
         its general partner

         By:      /s/ Mary Ann Iudice
                  -------------------
                  William J. Kelly
                  Treasurer and Senior Vice President
                  by:      Mary Ann Iudice
                           Attorney-in-Fact*

BOSTON PARTNERS, INC.

         By:      /s/ Mary Ann Iudice
                  -------------------
                  William J. Kelly
                  Treasurer and Senior Vice President
                  by:      Mary Ann Iudice
                           Attorney-in-Fact*

/s/ Mary Ann Iudice
- -------------------
Desmond John Heathwood
by:      Mary Ann Iudice
         Attorney-in-Fact**

*        Signed pursuant to a Power of Attorney executed by William J. Kelly, a
copy of which is filed herewith.

**       Signed pursuant to a Power of Attorney executed by Desmond John
Heathwood, a copy of which is filed herewith.


<PAGE>   1
                               POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Desmond John
Heathwood, hereby constitutes and appoints William J. Kelly and Mary Ann Iudice
his true and lawful attorneys-in-fact and agents, for him and in his name,
place and stead, to sign any Schedule 13G or Schedule 13D relating to
beneficial ownership and changes in beneficial ownership of equity securities
of the companies set forth on Exhibit A hereto (each, a "Company" and,
collectively, the "Companies"), and any amendment thereto, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the U.S. Securities and Exchange Commission, and submit copies thereof to
any securities exchange or automated quotation system and to the applicable
Company, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite or necessary
to be done, as fully to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done by virtue
hereof. This power-of-attorney shall expire at such time as the undersigned
ceases to be subject to filing requirements under Section 13(d) and/or 13(g)
under the Securities and Exchange Act of 1934, as amended, with respect to the
Companies.

                                    /s/ Desmond John Heathwood
                                    --------------------------
                                    Desmond John Heathwood

                                    Dated:  February 11, 1999


<PAGE>   2
                                                                       EXHIBIT A

                     Companies Subject to Power of Attorney
                         Dated as of February 11, 1999



                     Agrium, Inc.
                     Anthracite Capital, Inc.
                     Avondale Industries, Inc. 
                     Berry Petroleum Company
                     Everest Reinsurance Holdings, Inc.
                     Homebase, Inc.
                     Litton Industries, Inc.
                     Local Financial Corporation
                     Mego Mortgage Corporation
                     Richmond County Financial Corp.
                     The Pittston Company - Pittston Brink's Group
                     Prime Bancshares, Inc.
                     Terra Nova (Bermuda) Holding Ltd.
                     Tesoro Petroleum Corporation

<PAGE>   1
                               POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that the undersigned, William J. Kelly,
Treasurer and Senior Vice President of Boston Partners, Inc., hereby
constitutes and appoints Mary Ann Iudice his true and lawful attorney-in-fact
and agent, for him and in his name, place and stead, to sign any Schedule 13G
or Schedule 13D relating to beneficial ownership and changes in beneficial
ownership of equity securities of the companies set forth on Exhibit A hereto
(each, a "Company" and, collectively, the "Companies"), and any amendment
thereto, and to file the same, with all exhibits thereto and other documents in
connection therewith, with the U.S. Securities and Exchange Commission, and
submit copies thereof to any securities exchange or automated quotation system
and to the applicable Company, granting unto said attorney-in-fact and agent
full power and authority to do and perform each and every act and thing
requisite or necessary to be done, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent may lawfully do or cause to be done by
virtue hereof. This power-of-attorney shall expire at such time as Boston
Partners, Inc. ceases to be subject to filing requirements under Section 13(d)
and/or 13(g) under the Securities and Exchange Act of 1934, as amended, with
respect to the Companies.

                                    /s/ William J. Kelly
                                    --------------------
                                    William J. Kelly

                                    Dated:  February 11, 1999


<PAGE>   2
                                                                       EXHIBIT A

                     Companies Subject to Power of Attorney
                         Dated as of February 11, 1999



                     Agrium, Inc.
                     Anthracite Capital, Inc.
                     Avondale Industries, Inc.
                     Berry Petroleum Company
                     Everest Reinsurance Holdings, Inc.
                     Homebase, Inc.
                     Litton Industries, Inc.
                     Local Financial Corporation
                     Mego Mortgage Corporation
                     Richmond County Financial Corp.
                     The Pittston Company - Pittston Brink's Group
                     Prime Bancshares, Inc.
                     Terra Nova (Bermuda) Holding Ltd.
                     Tesoro Petroleum Corporation
<PAGE>   3

CERTIFICATE OF THE SECRETARY

      The undersigned, Desmond John Heathwood, Secretary of Boston Partners,
Inc., a Delaware corporation (the "Company"), DOES HEREBY CERTIFY THAT the
resolutions set forth below are true and correct copies of resolutions adopted
by the Board of Directors of the Company by unanimous written consent dated
February 9, 1998; and such resolutions are in full force and effect on the date
hereof:

                           Resolutions Adopted by the
                  Board of Directors of Boston Partners, Inc.
              by Unanimous Written Consent Dated February 9, 1998

                  RESOLVED, that each officer of the Company who may be
            required to sign and execute any Schedule 13G or Schedule 13D
            relating to beneficial ownership and changes in beneficial
            ownership of equity securities with respect to which the Company is
            subject to filing requirements under Section 13(d) or 13(g) under
            the Securities and Exchange Act of 1934, as amended ("Section 13
            Filings"), be and hereby is authorized to execute a power of
            attorney appointing Mary Ann Iudice his true and lawful
            attorney-in-fact and agent, for him and in his name, place and
            stead, to sign any Section 13 Filings, and any amendment thereto,
            and to file the same, with all exhibits thereto and other documents
            in connection therewith, with the U.S. Securities and Exchange
            Commission, and submit copies thereof to any securities exchange or
            automated quotation system and to the applicable Company, granting
            unto said attorney-in-fact and agent full power and authority to do
            and perform each and every act and thing requisite or necessary to
            be done, as fully to all intents and purposes as the undersigned
            might or could do in person, hereby ratifying and confirming all
            that said attorney-in-fact and agent may lawfully do or cause to be
            done by virtue hereof.

     WITNESS my hand and the seal of the Company this 9th day of February, 1998.

                                    /s/ Desmond John Heathwood
                                    --------------------------
[Corporate Seal]                    Desmond John Heathwood
                                    Secretary



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