UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 2, 2005 THE BRINK'S COMPANY (Exact name of registrant as specified in its charter) Virginia 1-9148 54-1317776 -------- ------ ---------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 1801 Bayberry Court P. O. Box 18100 Richmond, VA 23226-8100 (Address and zip code of principal executive offices) Registrant's telephone number, including area code: (804) 289-9600 ------------------------------------------------------------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement. On February 2, 2005, Brink's, Incorporated and its subsidiary, Brink's Luxembourg S.A., both indirect subsidiaries of The Brink's Company, entered into a Share Transfer Agreement with Group 4 Securicor Holdings Limited and Securicor International BV for the purchase of the shares of Securicor Luxembourg S.A. for (euro)27.5 million. Securicor Luxembourg S.A. is a provider of manned guarding, alarm monitoring and response and cash transportation and processing services in Luxembourg. On the same day, Brink's Limited, a subsidiary of Brink's, Incorporated, entered into a Share Transfer Agreement with Group 4 Securitas Holdings Limited for the purchase of the shares of Group 4 Falck Cash Services UK Limited for approximately (euro)2 million. Group 4 Falck Cash Services UK Limited is a provider of cash transportation and processing services in Scotland and northwest England. The transactions are subject to European Commission approval and both deals must close in order for either deal to close. The agreements contain representations, warranties, terms and conditions typical for transactions of this type. Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information required by this item is included in Item 1.01. Item 7.01. Regulation FD Disclosure. The Brink's Company issued a press release, dated February 3, 2005, regarding the execution of the Share Transfer Agreements, a copy of which is furnished herewith. Item 9.01. Financial Statements and Exhibits. (c) Exhibits 99.1 Press Release, dated February 3, 2005, issued by The Brink's Company.
SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. THE BRINK'S COMPANY (Registrant) Date: February 3, 2005 By: /s/ Austin F. Reed -------------------------------- Austin F. Reed, Vice President 2
EXHIBIT INDEX ----------------------- EXHIBIT DESCRIPTION - ------- ----------- 99.1 Press Release, dated as of February 3, 2005, issued by The Brink's Company. 3
[LOGO] The Brink's Company 1801 Bayberry Court P.O. Box 18100 PRESS RELEASE Richmond, VA 23226-8100 USA Tel. 804.289.9600 Fax 804.289.9758 Contact: FOR IMMEDIATE RELEASE Investor Relations 804.289.9709 Brink's, Incorporated Agrees to Acquire Security Operations in Luxembourg and United Kingdom RICHMOND, Va., (February 3, 2005) - The Brink's Company (NYSE: BCO), announced the signing of definitive agreements by subsidiaries of Brink's, Incorporated to purchase certain security services operations from affiliates of Group 4 Securicor. The agreements call for subsidiaries of Brink's, Incorporated to purchase two entities for an aggregate price of 29.5 million euros: Securicor Luxembourg S.A., a provider of manned guarding, alarm monitoring and response, and cash transportation/processing services in Luxembourg, and Group 4 Falck Cash Services UK Limited, a provider of cash-in-transit and cash processing services to the financial and retail sectors in Scotland and northwest England. The agreements are subject to customary closing conditions and review and approval by the European Commission. About The Brink's Company The Brink's Company (NYSE: BCO) is a global leader in business and security services. The Company's three businesses are Brink's, Incorporated, a global leader in security services, and the premier provider of secure transportation and technology-enabled logistics solutions to banks, retailers, governments, mints, diamantaires and jewelers in more than 50 countries as well as guarding services in Europe; Brink's Home Security, one of the largest and most successful residential alarm companies in North America; and BAX Global, an industry leader in freight transportation and global supply chain management solutions. For more information, please visit The Brink's Company website at www.brinkscompany.com, or call toll free 877-275-7488. ###