Edgar Filing: PITTSTON CO

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 3 )*
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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, 2001 - Amendment pursuant to Rule 13d-2(b)
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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).

CUSIP NO. 725701106

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1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

Boston Partners Asset Management, L.P.

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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(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
SHARES -0- shares
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BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY
EACH
REPORTING 2,198,370 shares
PERSON ---------------------------------------------------------------------
WITH: 7. SOLE DISPOSITIVE POWER

-0- shares
---------------------------------------------------------------------
8. SHARED DISPOSITIVE POWER

2,198,370 shares
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,198,370 shares

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10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

Not applicable

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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.1 %

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12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IA
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CUSIP NO. 725701106

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1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

Boston Partners, Inc.

---------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
Not applicable

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

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

Delaware

---------------------------------------------------------------------------------------------
5. SOLE VOTING POWER
NUMBER OF
SHARES -0- shares

BENEFICIALLY -------------------------------------------------------------------
OWNED BY 6. SHARED VOTING POWER
EACH
REPORTING 2,198,370 shares
PERSON -------------------------------------------------------------------
WITH: 7. SOLE DISPOSITIVE POWER

-0- shares
-------------------------------------------------------------------
8. SHARED DISPOSITIVE POWER

2,198,370 shares
--------------------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,198,370 shares

---------------------------------------------------------------------------------------------
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

Not applicable

---------------------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.1 %

---------------------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO
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CUSIP NO. 725701106

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1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

Desmond John Heathwood

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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
Not applicable

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

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

United States

-----------------------------------------------------------------------------------------
5. SOLE VOTING POWER
NUMBER OF
SHARES -0- shares

BENEFICIALLY -----------------------------------------------------------------
OWNED BY 6. SHARED VOTING POWER
EACH
REPORTING
PERSON 2,198,370 shares
WITH: -----------------------------------------------------------------
7. SOLE DISPOSITIVE POWER

0- shares
-----------------------------------------------------------------
8. SHARED DISPOSITIVE POWER

2,198,370 shares

----------------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,198,370 shares

-----------------------------------------------------------------------------------------
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)

Not applicable

-----------------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.1 %

-----------------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

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

(b) Address of Issuer's Principal Executive Offices:
1801 Bayberry Court, Richmond, Virginia, 23226-8100

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 herewith as the
"Reporting Persons."

(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.

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

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

(e) CUSIP Number: 725701106

Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or
240.13d-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).

(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 Section
240.13d-1(b)(1)(ii)(E).

(f) [ ] An employee benefit plan or endowment fund in
accordance with Section 240.13d-1(b)(1)(ii)(F).

(g) [ ] A parent holding company or control person in
accordance with Section 240.13d-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 Section
240.13d-1(b)(1)(ii)(J).

Item 4. Ownership.

Provide the following information regarding the aggregate
number and percentage of the class of securities of the Issuer
identified in Item 1.

(a) Amount beneficially owned: Each of the Reporting
Persons may be deemed to own beneficially 2,198,370
shares of Common Stock at December 31, 2001. BPAM owns
of record 2,198,370 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 2,198,370 shares of
Common Stock of the Issuer.

(b) Percent of class: 4.1 % for all Reporting Persons.

(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:
2,198,370 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: 2,198,370 shares for all
Reporting Persons.

Instruction. For computations regarding securities which
represent a right to acquire an underlying security see
Section 240.13d-3(d)(1).

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.

If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ X ].

Instruction: Dissolution of a group requires a response to
this item.

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

If any other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the
proceeds from the sale of, such securities, a statement to that
effect should be included in response to this item and, if such
interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders

of an investment company registered under the Investment
Company Act of 1940 or the beneficiaries of employee benefit
plan, pension fund or endowment fund is not required.

BPAM holds all of the above 2,198,370 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 or Control Person.

If a parent holding company or control person has filed this
schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate
under Item 3(g) and attach an exhibit stating the identity and
the Item 3 classification of the relevant subsidiary. If a
parent holding company or control person has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an
exhibit stating the identification of the relevant subsidiary.

Not applicable.

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

If a group has filed this schedule pursuant to Section
240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach
an exhibit stating the identity and Item 3 classification of
each member of the group. If a group has filed this schedule
pursuant to Rule Section 240.13d-1(c) or Rule Section
240.13d-1(d), attach an exhibit stating the identity of each
member 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.

Notice of dissolution of a group may be furnished as an exhibit
stating the date of the dissolution and that all further
filings with respect to transactions in the security reported
on will be filed, if required, by members of the group, in
their individual capacity. See Item 5.

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 a participant in any transaction having that purpose
or effect.

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: January 15, 2002

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
(contained as Exhibit [24.2] to this Schedule 13G filed with the Securities
and Exchange Commission on February 16, 1999, and incorporated herein by
reference).

** Signed pursuant to a Power of Attorney executed by Desmond John Heathwood
(contained as Exhibit [24.1] to this Schedule 13G filed with the Securities
and Exchange Commission on February 16, 1999, and incorporated herein by
reference).

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 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 15th day of January, 2002.

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**