EXHIBIT A
TO THE RIGHTS AGREEMENT
[Form of Right Certificate]
Certificate No. BRR- ___________________ Rights
NOT EXERCISABLE AFTER SEPTEMBER 25, 2007, OR EARLIER IF REDEEMED. THE RIGHTS
ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $.01 PER RIGHT, ON
THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER NO CIRCUMSTANCES MAY THIS
RIGHT CERTIFICATE OR THE RIGHTS EVIDENCED BY THIS RIGHT CERTIFICATE BE
TRANSFERRED TO AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN
ACQUIRING PERSON (AS EACH SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT) OR TO
ANY PERSON WHO SUBSEQUENTLY BECOMES SUCH A PERSON AND ANY PURPORTED TRANSFER
OF RIGHTS TO ANY SUCH PERSON SHALL BE, AND SHALL RENDER THE RIGHTS PURPORTED
TO BE TRANSFERRED, NULL AND VOID.
Pittston Brink's Group Rights Certificate
THE PITTSTON COMPANY
This certifies that
, or registered assigns, is the registered owner of the number of Pittston
Brink's Group Rights (the "Rights") set forth above, each of which entitles the
owner thereof, subject to the terms, provisions and conditions of the Amended
and Restated Rights Agreement dated as of January 14, 2000 (the "Rights
Agreement"), between the Pittston Company, a Virginia corporation (the
"Company"), and BankBoston, N.A., as Rights Agent (the "Rights Agent"), unless
the Rights evidenced hereby shall have been previously redeemed, to purchase
from the Company at any time after the Distribution Date (as defined in the
Rights Agreement) and prior to 5:00 p.m., New York City time, on September 25,
2007 (the "Expiration Date"), at the principal office of the Rights Agent, or
its successors as Rights Agent, in New York, New York, one one-thousandth
(1/1000th) of a fully paid, nonassessable share of Series A Participating
Cumulative Preferred Stock, par value $10 per share, of the Company (the
"Preferred Shares"), at a purchase price of $60.00 per one one-thousandth
(1/1000th) of a share (the "Purchase Price"), upon presentation and surrender of
this Right Certificate with the Form of Election to Purchase duly executed.
The Purchase Price and the number and kind of shares which may be
purchased upon exercise of each Right evidenced by this Right Certificate, as
set forth above, are the Purchase Price and the number and kind of shares which
may be so purchased as of January 14, 2000. As provided in the Rights Agreement,
the Purchase Price and the number and kind of shares which may be purchased
upon the exercise of each Right
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evidenced by this Right Certificate are subject to modification and adjustment
upon the happening of certain events.
Under no circumstances may this Right Certificate or the Rights evidenced
by this Right Certificate be transferred to an Acquiring Person or an Affiliate
or Associate of an Acquiring Person (as each such term is defined in the Rights
Agreement) or to any Person who subsequently becomes such a Person and any
purported transfer of Rights to any such Person shall be, and shall render the
Rights purported to be transferred, null and void.
This Right Certificate is subject to all the terms, provisions and
conditions of the Rights Agreement, which terms, provisions and conditions are
hereby incorporated herein by reference and made a part hereof and to which
reference to the Rights Agreement is hereby made for a full description of the
rights, limitations of rights, obligations, duties and immunities hereunder of
the Rights Agent, the Company and the holders of the Right Certificates. Copies
of the Rights Agreement are on file at the above-mentioned office of the Rights
Agent and are also available from the Company upon written request.
This Right Certificate, with or without other Right Certificates, upon
surrender at the principal stock transfer or corporate trust office of the
Rights Agent, may be exchanged for another Right Certificate or Right
Certificates of like tenor and date evidencing Rights entitling the holder to
purchase a like aggregate number and kind of shares as the Rights evidenced by
the Right Certificate or Right Certificates surrendered shall have entitled such
holder to purchase. If this Right Certificate shall be exercised in part, the
holder shall be entitled to receive upon surrender hereof another Right
Certificate or Right Certificates for the number of whole Rights not exercised.
Subject to the provisions of the Rights Agreement, the Rights evidenced by
this Right Certificate may be redeemed by the Company at its option at a
redemption price (in cash or securities deemed by the Board of Directors to be
equivalent in value) of $.01 per Right at any time prior to the earliest of (i)
such time as a Person becomes an Acquiring Person or (ii) the Expiration Date;
provided, however, that after there shall be an Acquiring Person the Rights may
be redeemed only if a majority of the Disinterested Directors determines that
such redemption is in the best interests of the Company (all terms as defined in
the Rights Agreement).
The Company may, but shall not be required to, issue fractions of
Preferred Shares or distribute certificates which evidence fractions of
Preferred Shares upon the exercise of any Right or Rights evidenced hereby. In
lieu of issuing fractional shares, the Company may elect to make a cash payment
as provided in the Rights Agreement or to issue certificates or utilize a
depository arrangement as provided in the terms of the Preferred Shares.
No holder of this Right Certificate shall be entitled to vote or receive
dividends or be deemed for any purpose the holder of the Preferred Shares or of
any other securities of the Company which may at any time be issuable on the
exercise hereof, nor shall anything contained in the Rights Agreement or herein
be construed to confer upon the
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holder hereof, as such, any of the rights of a shareholder of the Company,
including, without limitation, any right to vote for the election of directors
or upon any matter submitted to shareholders at any meeting thereof, or to give
or withhold consent to any corporate action, or to receive notice of meetings or
other actions affecting shareholders (except as provided in the Rights
Agreement), or to receive dividends or other distributions or subscription
rights, or otherwise, until the Right or Rights evidenced by this Right
certificate shall have been exercised as provided in accordance with the
provisions of the Rights Agreement.
This Right Certificate shall not be valid or obligatory for any purpose
until it shall have been countersigned by the Rights Agent.
WITNESS the facsimile signature of the proper officers of the Company and
its corporate seal.
Dated as of:
THE PITTSTON COMPANY,
by
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Name:
Title:
Attest:
by
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Name:
Title:
Countersigned:
BANKBOSTON, N.A., as Rights Agent,
by
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Authorized Signature
[On Reverse Side of Right Certificate]
FORM OF ASSIGNMENT
(To be executed by the registered holder if
such holder desires to transfer the Rights
represented by this Right Certificate.)
FOR VALUE RECEIVED _____________________________________
hereby sells, assigns and transfers unto_______________________________________
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(Please print name and address of transferee)
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this Right Certificate, together with all right, title and interest therein, and
does hereby irrevocably constitute and appoint ____________________ Attorney, to
transfer the within Right Certificate on the books of the within-named Company,
with full power of substitution.
Dated: ___________________, 200_
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Signature
Signature Guaranteed:
CERTIFICATE
The undersigned hereby certifies by checking the appropriate boxes that:
(1) this Right Certificate [ ] is [ ] is not being sold, assigned and
transferred by or on behalf of a Person who is or was an Acquiring Person or
an Affiliate or Associate of any such Acquiring Person (as such terms are
defined in the Rights Agreement);
(2) after due inquiry and to the best knowledge of the undersigned, it [ ]
did [ ] did not acquire the Rights evidenced by this Right Certificate from
any Person who is or was an Acquiring Person or an Affiliate or Associate of
an Acquiring Person.
Dated: , 200_
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Signature
Signature Guaranteed:
NOTICE
The signature on the foregoing Form of Assignment and Certificate must
correspond to the name as written upon the face of this Right Certificate in
every particular, without alteration or enlargement or any change whatsoever.
