Registration No. 333-78631
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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The Pittston Company
(Exact name of registrant as specified in its charter)
VIRGINIA Issuer: 54-1317776
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1801 Bayberry Court
P. O. Box 18100
Richmond, Virginia 23226-8100
(Address of principal executive offices)
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Key Employees' Deferred Compensation Program of The Pittston Company
and
1994 Employee Stock Purchase Plan of The Pittston Company
(Full title of the plans)
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AUSTIN F. REED
Vice President, General Counsel and Secretary
The Pittston Company
1801 Bayberry Court
P. O. Box 18100
Richmond, Virginia 23226-8100
(804) 289-9600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With a copy to:
Allen C. Goolsby, Esquire
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219
(804) 788-8200
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share offering price registration fee
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Key Employees Deferred Compensation
Program of The Pittston Company
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Pittston Brink's Group 186,155 shares $17.785* $3,310,766.675* $828.00*
Common Stock, par value $1.00 per
share (including associated Rights)
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1994 Employee Stock Purchase Plan of
The Pittston Company
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Pittston Brink's Group Common Stock, 234,905 shares $17.785* $4,177,785.425* $1,045.00*
par value $1.00 per share
(including associated Rights)
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(*) Calculated pursuant to Rule 457(c) of the Securities Act of 1933, as amended (the "Securities Act"), based on the average of
the high and low prices on the New York Stock Exchange on October 1, 2001.
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THE PITTSTON COMPANY
This Post-Effective Amendment No. 1 is filed with respect to an aggregate
of 700,000 shares of Pittston BAX Group Common Stock, par value $1.00 per share,
including associated rights ("BAX Stock"), 1,000,000 shares of Pittston Minerals
Group Common Stock, par value $1.00 per share, including associated rights
("Minerals Stock"), and 421,060 shares of Pittston Brink's Group Common Stock,
par value $1.00 per share, including associated rights ("Common Stock").
The purpose of this Post-Effective Amendment is to deregister 700,000
shares of BAX Stock and 1,000,000 shares of Minerals Stock and to register
421,060 additional shares of Common Stock. This Registration Statement as
originally filed with the Securities and Exchange Commission (the "Commission")
on May 17, 1999 (Registration No. 333-78631) related to the offering of (i)
100,000 additional shares of Common Stock, 200,000 additional shares of BAX
Stock, and 250,000 additional shares of Minerals Stock issuable pursuant to the
Key Employees' Deferred Compensation Program of The Pittston Company (the
"Deferred Compensation Program") and (ii) 400,000 additional shares of Minerals
Stock issuable pursuant to the 1994 Employee Stock Purchase Plan of The Pittston
Company (the "1994 Stock Purchase Plan"). The Pittston Company (the "Company")
initially registered the issuance of (i) 250,000 shares of Pittston Services
Group Common Stock ("Services Stock"), and 100,000 shares of Minerals Stock in
connection with the Deferred Compensation Program and (ii) 750,000 shares of
Services Stock and 250,000 shares of Minerals Stock in connection with the 1994
Stock Purchase Plan on its Registration Statement on Form S-8 (Registration No.
33-53565) as filed with the Securities and Exchange Commission (the
"Commission") on May 10, 1994. Subsequently, the Company amended its Restated
Articles of Incorporation to redesignate Services Stock as Common Stock and to
authorize the creation of Pittston Burlington Group Stock ("Burlington Stock").
The Company distributed one-half of one share of Burlington Stock for each
outstanding share of Services Stock (which Services Stock was redesignated as
Common Stock). The Company filed Post-Effective Amendment No. 1 to Form S-8
(Registration No. 33-53565) to reflect the reclassification of Services Stock as
Common Stock and to register an aggregate of 500,000 shares of Burlington Stock
issuable in connection with the Deferred Compensation Program and the 1994
Employee Stock Purchase Plan. Effective May 4, 1998, the designation Pittston
Burlington Group Common Stock and Pittston Burlington Group were changed to
Pittston BAX Group Common Stock and Pittston BAX Group, respectively. The
contents of Registration Statement No. 33-53565, Post-Effective Amendment No. 1
thereto and Registration Statement No. 333-78631 are incorporated by reference
herein.
On January 14, 2000, the Company completed an exchange of BAX Stock and
Minerals Stock into Common Stock, at exchange ratios of .4848 share of Common
Stock for each share of BAX Stock and .0817 share of Common Stock for each share
of Minerals Stock (the "Exchange"). The remaining class, Common Stock, now
constitutes the Company's only class of common stock and continues to trade on
the New York Stock Exchange under the symbol "PZB." Accordingly, this
consolidated Post-Effective Amendment No. 1 reflects the reclassification of the
(i) 700,000 shares of BAX Stock and (ii) 1,000,000 shares of Minerals Stock
previously registered under the Registration Statements referred to above and
registers the additional 421,060 shares of Common Stock resulting from the
Exchange of those shares.
II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are hereby incorporated by reference into this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000;
(b) The 1994 Stock Purchase Plan's Annual Report on Form 11-K for the
fiscal year ended December 31, 2000;
2
(c) The Company's Quarterly Report on Form 10-Q for the period ended
March 31, 2001; and
(d) The Company's Quarterly Report on Form 10-Q for the period ended
June 30, 2001.
Additionally incorporated by reference into this Registration
Statement is the Description of Common Stock, attached as Exhibit 1 to the
Company's Registration Statement on Form 8-A filed with the Commission as of
December 4, 1995 (Commission File No. 1-9148).
In addition to the foregoing, all documents subsequently filed by (i)
the Company and (ii) the 1994 Stock Purchase Plan pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities registered hereunder have been
issued or which deregisters all securities offered then remaining unsold, shall
be deemed incorporated by reference into this Registration Statement and to be a
part hereof from the date of the filing of such documents. Any statement,
including financial statements, contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters regarding shares of Common Stock will be passed
upon for the Company by Austin F. Reed, Vice President, General Counsel and
Secretary of the Company. Mr. Reed beneficially owns 97,351 shares of Common
Stock.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration
Statement:
Exhibit No.
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4.1 Restated Articles of Incorporation of the Company, dated as of March 16,
1998 (incorporated by reference to Articles of Correction of the Company
filed as Exhibit 3(i) to the Company's Quarterly Report on Form 10-Q, filed
on May 15, 1998 (Commission File No. 1-9148)).
4.2 Bylaws of the Company, as amended through July 14, 2000 (incorporated by
reference to Exhibit 3(b) of the Company's Quarterly Report on Form 10-Q,
filed on August 8, 2000 (Commission File No. 1-9148)).
4.3 Amended and Restated Rights Agreement, dated as of January 14, 2000 between
the Company and BankBoston, N.A., as Rights Agent (incorporated by
reference to Exhibit 1 to the Company's Registration Statement on Form 8-
A/A, dated January 14, 2000 (Commission File No. 1-9148)).
4.4 Form of Right Certificate for the Brink's Group Rights (incorporated by
reference to Exhibit A of Exhibit 1 to the Company's Registration Statement
on Form 8-A/A, dated January 14, 2000 (Commission File No. 1-9148)).
3
4.5 Key Employees' Deferred Compensation Program of The Pittston Company, as
amended and restated as of January 14, 2000 (incorporated by reference to
Exhibit 10(b) of the Company's Annual Report on Form 10-K filed on March
24, 2000 (Commission File No. 1-9148)).
4.6 1994 Employee Stock Purchase Plan of The Pittston Company, as amended and
restated as of August 1, 2001.
5 Opinion of Austin F. Reed, Esq., regarding Common Stock.
23.1 Consent of Ausin F. Reed, Esq. (included as part of Exhibit 5 to this
Registration Statement).
23.2 Consent of Independent Auditors.
23.3 Consent of Independent Auditors.
24 Powers of Attorney.
4
SIGNATURES
The Company
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of
Virginia, on the 27th day of September, 2001.
THE PITTSTON COMPANY
By: /s/ AUSTIN F. REED
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Austin F. Reed
Vice President, General Counsel and Secretary
5
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities and on the date indicated.
Signature Title Date
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/s/ MICHAEL T. DAN Chairman of the Board, September 27, 2001
------------------------- President and Chief
Michael T. Dan Executive Officer
/s/ ROBERT T. RITTER Vice President and Chief September 27, 2001
------------------------- Financial Officer
Robert T. Ritter (Principal Financial Officer
and Principal Accounting
Officer
* Director September 27, 2001
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Roger G. Ackerman
* Director September 27, 2001
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Betty C. Alewine
* Director September 27, 2001
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James R. Barker
* Director September 27, 2001
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Marc C. Breswalsky
* Director September 27, 2001
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James L. Broadhead
* Director September 27, 2001
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William F. Craig
* Director September 27, 2001
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Gerald Grinstein
* Director September 27, 2001
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Ronald M. Gross
* Director September 27, 2001
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Carl S. Sloane
*By: /s/ AUSTIN F. REED September 27, 2001
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Austin F. Reed, Attorney-in-Fact
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EXHIBIT INDEX
Exhibit No.
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4.1 Restated Articles of Incorporation of the Company, dated as of March
16, 1998 (incorporated by reference to Articles of Correction of the
Company filed as Exhibit 3(i) to the Company's Quarterly Report on
Form 10-Q filed on May 15, 1998 (Commission File No. 1-9148)).
4.2 Bylaws of the Company, as amended through July 14, 2000 (incorporated
by reference to Exhibit 3(b) of the Company's Quarterly Report on Form
10-Q, filed on August 8, 2000 (Commission File No. 1-9148)).
4.3 Amended and Restated Rights Agreement, dated as of January 14, 2000
between the Company and BankBoston, N.A., as Rights Agent
(incorporated by reference to Exhibit 1 to the Company's Registration
Statement on Form 8-A/A, dated January 14, 2000 (Commission File
No. 1-9148)).
4.4 Form of Right Certificate for the Brink's Group Rights (incorporated
by reference to Exhibit A of Exhibit 1 to the Company's Registration
Statement on Form 8-A/A, dated January 14, 2000 (Commission File
No. 1-9148)).
4.5 Key Employees Deferred Compensation Program of The Pittston Company,
as amended and restated as of January 14, 2000 (incorporated by
reference to Exhibit 10(b) of the Company's Annual Report on Form 10-K
filed on March 24, 2000 (Commission File No. 1-9148)).
4.6 1994 Employee Stock Purchase Plan of The Pittston Company, as amended
and restated as of August 1, 2001.
5 Opinion of Austin F. Reed, Esq., regarding Common Stock.
23.1 Consent of Austin F. Reed, Esq. (included as part of Exhibit 5 to this
Registration Statement).
23.2 Consent of Independent Auditors.
23.3 Consent of Independent Auditors.
24 Powers of Attorney.