Registration No. 333-78633
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________
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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The Savings-Investment Plan of
The Pittston Company and Its Subsidiaries
(Full title of the plan)
____________
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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Pittston Brink's Group
Common Stock, par value $1.00 per
share (including associated Rights) 249,179 shares $17.785* $4,431,648.515* $1,108.00*
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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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In addition, pursuant to Rule 416(c) under the Securities Act, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
THE PITTSTON COMPANY
This Post-Effective Amendment No. 1 is filed with respect to an aggregate
of 455,000 shares of Pittston BAX Group Common Stock, par value $1.00 per share,
including associated rights ("BAX Stock"), 350,000 shares of Pittston Minerals
Group Common Stock, par value $1.00 per share, including associated rights
("Minerals Stock"), and 249,179 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 455,000
shares of BAX Stock and 350,000 shares of Minerals Stock and to register 249,179
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. 333-78633) related to the offering of (i) 750,000
additional shares of Common Stock, (ii) 375,000 additional shares of BAX stock
and (iii) 250,000 additional shares of Minerals Stock issuable pursuant to The
Savings-Investment Plan of the Pittston Company and Its Subsidiaries (the
"Savings-Investment Plan"). The Pittston Company (the "Company") initially
registered the issuance of 60,000 shares of Common Stock, 100,000 shares of
Minerals Stock and 80,000 shares of Pittston Burlington Group Common Stock
("Burlington Stock"), in connection with the Savings-Investment Plan on its
Registration Statement on Form S-8 (Registration No. 333-02219) as filed with
the Commission on April 3, 1996. 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 Statements No. 333-02219 and No. 333-78633 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) 455,000 shares of BAX Stock and (ii) 350,000 shares of Minerals Stock
previously registered under the Registration Statements referred to above and
registers the additional 249,179 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 Savings-Investment Plan's Annual Report on Form 11-K for the
fiscal year ended December 31, 2000; and
(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).
2
In addition to the foregoing, all documents subsequently filed by (i) the
Company and (ii) the Savings-Investment 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)).
4.5 The Savings-Investment Plan of The Pittston Company and its
Subsidiaries, as amended and restated as of January 14, 2000.
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.
3
SIGNATURES
The Registrant
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
4
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,
------------------------------- President and Chief September 27, 2001
Michael T. Dan Executive Officer
/s/ Robert T. Ritter Vice President and Chief
------------------------------- Financial Officer (Principal September 27, 2001
Robert T. Ritter Financial Officer and
Principal Accounting Officer)
*
------------------------------- Director September 27, 2001
Roger G. Ackerman
*
------------------------------- Director September 27, 2001
Betty C. Alewine
*
------------------------------- Director September 27, 2001
James R. Barker
*
------------------------------- Director September 27, 2001
Marc C. Breswalsky
*
------------------------------- Director September 27, 2001
James L. Broadhead
*
------------------------------- Director September 27, 2001
William F. Craig
*
------------------------------- Director September 27, 2001
Gerald Grinstein
*
------------------------------- Director September 27, 2001
Ronald M. Gross
*
------------------------------- Director September 27, 2001
Carl S. Sloane
* By: /s/ Austin F. Reed
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Austin F. Reed, Attorney-in-Fact
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SIGNATURES
The Plan
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plan) appointed under the
Savings-Investment Plan of The Pittston Company and Its Subsidiaries have 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 SAVINGS-INVESTMENT PLAN OF
THE PITTSTON COMPANY AND ITS SUBSIDIARIES
By: /s/ James B. Hartough
---------------------------------------
James B. Hartough
Member of Administrative Committee
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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 The Savings-Investment Plan of the Pittston Company and its
Subsidiaries, as amended and restated as of January 14, 2000.
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.
7