UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§ 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment
No. 2)1
The
Brink’s Company
(Name
of
Issuer)
Common
Stock, $1.00 Par Value
(Title
of
Class of Securities)
109696104
(CUSIP
Number)
STEVEN
WOLOSKY, ESQ.
OLSHAN
GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park
Avenue Tower
65
East
55th Street
New
York,
New York 10022
(212)
451-2300
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
December
24, 2007
(Date
of
Event Which Requires Filing of This Statement)
If
the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box ¨.
Note: Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See § 240.13d-7 for
other parties to whom copies are to be sent.
_______________
1
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
disclosures provided in a prior cover page.
The
information required on 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. 109696104
|
1
|
NAME
OF REPORTING PERSON
STEEL
PARTNERS II, L.P.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
WC
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
3,027,310
|
|
|
8
|
SHARED
VOTING POWER
-
0 -
|
||
|
9
|
SOLE
DISPOSITIVE POWER
3,027,310
|
||
|
10
|
SHARED
DISPOSITIVE POWER
-
0 -
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,027,310
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
|
||
|
14
|
TYPE
OF REPORTING PERSON
PN
|
||
2
CUSIP
NO. 109696104
|
1
|
NAME
OF REPORTING PERSON
STEEL
PARTNERS, L.L.C.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
OO
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
3,027,310
|
|
|
8
|
SHARED
VOTING POWER
-
0 -
|
||
|
9
|
SOLE
DISPOSITIVE POWER
3,027,310
|
||
|
10
|
SHARED
DISPOSITIVE POWER
-
0 -
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,027,310
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
|
||
|
14
|
TYPE
OF REPORTING PERSON
OO
|
||
3
CUSIP
NO. 109696104
|
1
|
NAME
OF REPORTING PERSON
WARREN
G. LICHTENSTEIN
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
OO
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
3,027,310
|
|
|
8
|
SHARED
VOTING POWER
-
0 -
|
||
|
9
|
SOLE
DISPOSITIVE POWER
3,027,310
|
||
|
10
|
SHARED
DISPOSITIVE POWER
-
0 -
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,027,310
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
|
||
|
14
|
TYPE
OF REPORTING PERSON
IN
|
||
4
CUSIP
NO. 109696104
The
following constitutes Amendment No. 2 (“Amendment No. 2”) to the Schedule 13D
filed by the undersigned. This Amendment No. 2 amends the Schedule
13D as specifically set forth.
Item
3 is
hereby amended and restated to read as follows:
Item
3. Source
and Amount of Funds or Other Consideration.
The
aggregate purchase price of the 3,027,310 Shares owned by Steel Partners
II is
$108,762,839, including brokerage commissions. The Shares owned by
Steel Partners II were acquired with partnership funds.
Item
5(a)
is hereby amended and restated to read as follows:
(a) The
aggregate percentage of Shares reported owned by each person named
herein is
based upon 48,491,344 Shares outstanding, which is the total number
of Shares
outstanding as reported in the Issuer’s quarterly report on Form 10-Q for the
quarter ended September 30, 2007 filed with the Securities and Exchange
Commission on November 2, 2007.
As
of the
close of business on December 27, 2007, Steel Partners II beneficially
owned
3,027,310 Shares, constituting approximately 6.2% of the Shares
outstanding. As the general partner of Steel Partners II, Partners
LLC may be deemed to beneficially own the 3,027,310 Shares owned by
Steel
Partners II, constituting approximately 6.2% of the Shares outstanding.
As the
sole executive officer and managing member of Partners LLC, which in
turn is the
general partner of Steel Partners II, Mr. Lichtenstein may be deemed
to
beneficially own the 3,027,310 Shares owned by Steel Partners II, constituting
approximately 6.2% of the Shares outstanding. Mr. Lichtenstein has
sole voting and dispositive power with respect to the 3,027,310 Shares
owned by
Steel Partners II by virtue of his authority to vote and dispose of
such
Shares.
Item
5(c)
is hereby amended to add the following:
(c) Schedule
A annexed hereto lists all transactions in the securities of the Issuer
during
the past sixty days by the Reporting Persons. All of such transactions
were
effected in the open market.
5
CUSIP
NO. 109696104
SIGNATURES
After
reasonable inquiry and to the best of his knowledge and belief, each
of the
undersigned certifies that the information set forth in this statement
is true,
complete and correct.
|
Dated: December
28, 2007
|
STEEL
PARTNERS II, L.P.
|
|
|
Steel
Partners, L.L.C.
General
Partner
|
||
|
By:
|
/s/
Lauren Isenman
|
|
|
Lauren
Isenman
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
|
||
|
STEEL
PARTNERS, L.L.C.
|
||
|
By:
|
/s/
Lauren Isenman
|
|
|
Lauren
Isenman
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
|
||
|
/s/
Lauren Isenman
|
||
|
LAUREN
ISENMAN
as
Attorney-In-Fact for Warren G.
Lichtenstein
|
||
6
CUSIP
NO. 109696104
SCHEDULE
A
Transactions
in the Securities of the Issuer During the Past 60 Days
|
Class
of Security
|
Quantity
|
Price
Per
Unit
($)
|
Date
of
Transaction
|
STEEL
PARTNERS II, L.P.
|
Common
Stock
(Covered
Short Position)
|
400
|
59.0000
|
10/29/2007
|
||
|
Common
Stock
(Covered
Short Position)
|
49,125
|
59.7678
|
10/30/2007
|
||
|
Common
Stock
(Covered
Short Position)
|
32,600
|
59.7110
|
10/30/2007
|
||
|
Common
Stock
(Covered
Short Position)
|
23,300
|
60.3737
|
10/31/2007
|
||
|
Common
Stock
(Covered
Short Position)
|
29,200
|
60.3361
|
10/31/2007
|
||
|
Common
Stock
(Covered
Short Position)
|
100,000
|
59.9491
|
11/09/2007
|
||
|
Common
Stock
(Covered
Short Position)
|
100,000
|
59.9497
|
11/09/2007
|
||
|
Common
Stock
(Covered
Short Position)
|
73,412
|
59.7885
|
11/12/2007
|
||
|
Short
Put Option
($60.00
Strike Price)
|
(500)
|
0.9600
|
11/12/2007
|
||
|
Common
Stock
(Covered
Short Position)
|
450,000
|
59.8833
|
11/12/2007
|
||
|
Short
Put Option
($60.00
Strike Price)
|
(352)
|
1.6220
|
11/13/2007
|
||
|
Common
Stock
(Covered
Short Position)
|
101,000
|
59.8090
|
11/16/2007
|
||
|
Common
Stock
(Covered
Short Position)
|
4,900
|
59.0900
|
11/16/2007
|
7
CUSIP
NO. 109696104
|
Covered
Short Put Option
($60.00
Strike Price)
|
49
|
0.9300
|
11/16/2007
|
||
|
Common
Stock
(Covered
Short Position)
|
62,096
|
58.8199
|
11/19/2007
|
||
|
Common
Stock
(Covered
Short Position)
|
100,000
|
58.3184
|
11/20/2007
|
||
|
Common
Stock
(Covered
Short Position)
|
74,200
|
58.6831
|
11/21/2007
|
||
|
Common
Stock
(Covered
Short Position)
|
25,485
|
58.1483
|
11/21/2007
|
||
|
Common
Stock
(Covered
Short Position)
|
8,198
|
58.9482
|
11/23/2007
|
||
|
Common
Stock
(Covered
Short Position)
|
47,796
|
58.9279
|
11/26/2007
|
||
|
Common
Stock
(Covered
Short Position)
|
37,727
|
59.1168
|
11/27/2007
|
||
|
Common
Stock
(Covered
Short Position)
|
6,030
|
60.5990
|
11/28/2007
|
||
|
Short
Put Option
($60.00
Strike Price)
|
(300)
|
1.1029
|
11/29/2007
|
||
|
Common
Stock
(Covered
Short Position)
|
1,000
|
59.9970
|
12/14/2007
|
||
|
Common
Stock
(Covered
Short Position)
|
125,095
|
59.9952
|
12/17/2007
|
||
|
Common
Stock
(Covered
Short Position)
|
54,758
|
59.9971
|
12/18/2007
|
||
|
Common
Stock
(Sold
to Cover Short Position)
|
(474,690)
|
66.4398
|
12/24/2007
|
8
CUSIP
NO. 109696104
STEEL
PARTNERS, L.L.C.
None
WARREN
G. LICHTENSTEIN
None
9