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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
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The Pittston Company - Pittston Brink's Group
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(Name of Issuer)
Common Stock, $1.00 par value
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(Title of Class of Securities)
725701106
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(CUSIP Number)
December 31, 1998 - Filing pursuant to Rule 13d-1(b)(2)
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(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).
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CUSIP NO. 725701106 13G Page 1 of 3 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Boston Partners Asset Management, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
Not applicable
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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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
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,761,970 shares
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN [ ]
SHARES*
Not applicable
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.7%
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12 TYPE OF REPORTING PERSON *
IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 725701106 13G Page 2 of 3 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Boston Partners, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
Not applicable
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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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
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN [ ]
SHARES*
Not applicable
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.7%
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12 TYPE OF REPORTING PERSON *
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 725701106 13G Page 3 of 3 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Desmond John Heathwood
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
Not applicable
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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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%
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12 TYPE OF REPORTING PERSON *
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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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);
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(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.
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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.
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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
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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.
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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
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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.
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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
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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
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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
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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
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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