This Amendment No. 3 amends and supplements the issuer tender offer statement on Schedule TO originally filed by The Brink’s Company, a Virginia corporation (the “Company”), on March 9, 2006, as amended and supplemented by Amendment No. 1 filed by the Company on March 22, 2006 and Amendment No. 2 filed by the Company on April 7, 2006 (as amended and supplemented, the “Schedule TO”). The Schedule TO relates to the tender offer by the Company to purchase up to 10,000,000 shares of its common stock, $1.00 par value per share, including the associated preferred stock purchase rights issued pursuant to the Amended and Restated Rights Agreement, dated September 1, 2003, between The Brink’s Company and Computershare Trust Company, N.A. (formerly Equiserve Trust Company, N.A.), as Rights Agent (the “Shares”). The Company is offering to purchase the Shares at a price not greater than $52.50 nor less than $47.50 per Share, net to the seller in cash, without interest, as specified by the shareholders tendering their Shares. The Company’s tender offer is made on the terms and subject to the conditions set forth in the Offer to Purchase, dated March 9, 2006 (the “Offer to Purchase”), and in the related Letter of Transmittal (or similar materials distributed to participants in the Company’s 401(k) Plan or the BAX Global 401(k) Plan), which, as amended or supplemented from time to time, together constitute the tender offer, copies of which were previously filed as Exhibits (a)(1)(A), (a)(1)(B), (a)(1)(F) and (a)(1)(G), respectively, to the Schedule TO.

This Amendment No. 3 is filed in satisfaction of the reporting requirements of Rule 13e-4(c)(4) promulgated under the Securities Exchange Act of 1934, as amended.

The information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated in this Amendment No. 3 by reference except that such information is hereby amended and supplemented to the extent specifically provided herein.

This Amendment No. 3 is filed to incorporate the press release dated April 12, 2006 that announced the final results of the tender offer.

Item 11 of the Schedule TO is hereby amended and supplemented by inserting at the end thereof the following:

On April 12, 2006, the Company issued a press release announcing the final results of the tender offer, which expired at 5:00 p.m., New York City time, on Thursday, April 6, 2006. A copy of the press release is filed as Exhibit (a)(5)(D) to this Schedule TO and is incorporated herein by reference.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 3 to Schedule TO is true, complete and correct.

 

THE BRINK’S COMPANY

By: /s/ Robert T. Ritter                                                       

Robert T. Ritter

Vice President and Chief Financial Officer

 

Dated: April 12, 2006

 

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EXHIBIT INDEX

Exhibit No.

Description

 

	(a)(1)(A)*	Offer to Purchase, dated March 9, 2006.
	(a)(1)(B)*	Letter of Transmittal.
	(a)(1)(C)*	Notice of Guaranteed Delivery.
	(a)(1)(D)*	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
	(a)(1)(E)*	Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust

Companies and Other Nominees.

	(a)(1)(F)*	Letter to Participants in The Brink’s Company 401(k) Plan, dated
		March 9, 2006.
	(a)(1)(G)*	Letter to Participants in the BAX Global 401(k) Plan, dated
		March 9, 2006.

(a)(1)(H)*

Letter to Holders of Unexchanged Shares of Pittston BAX Common Stock and Pittston Minerals Group Common Stock

(a)(1)(I)*

Guidelines for Certification of Taxpayer Identification Number on Substitute

Form W-9.

(a)(2)-(4)

Not applicable.

	(a)(5)(A)*	Press Release issued by the Company, dated March 9, 2006.
	(a)(5)(B)*	Summary Advertisement, dated March 9, 2006.
	(a)(5)(C)*	Press Release issued by the Company, dated April 7, 2006.
	(a)(5)(D)	Press Release issued by the Company, dated April 12, 2006.
	(b)	Not applicable.

(d)(1)*

Amended and Restated Rights Agreement, dated as of September 1, 2003, by and between the Company and Computershare Trust Company, N.A. (formerly Equiserve Trust Company, N.A.), as Rights Agent (filed as Exhibit 1 to Amendment No. 4 to the Registration Statement on Form 8-A, filed October 9, 2003, as amended, and incorporated herein by reference).

(d)(2)*

$400,000,000 Credit Agreement among The Brink’s Company, as Parent Borrower, the Subsidiary Borrowers referred to therein, certain of Parent Borrower’s Subsidiaries, as Guarantors, Various Lenders, Barclays Bank plc, as Co-Arranger and Documentation Agent, Bank of America, N.A., as Syndication Agent, Banc of America Securities LLC, as Co-Arranger, Scotiabanc Inc. and Wachovia Bank, National Association, as Co-Arrangers and Syndication Agents, JPMorgan Chase Bank, as Administrative Agent, and J.P. Morgan Securities Inc., as Sole Lead Arranger and Bookrunner, dated as of October 15, 2004 (filed as Exhibit 99.1 to the Current Report on Form 8-K filed October 18, 2004 and incorporated herein by reference).

	(g)	Not applicable.
	(h)	Not applicable.

 

_____________________

*Previously filed

 

 

 

 

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	The Brink’s Company
	1801 Bayberry Court
	P.O. Box 18100
	Richmond, VA 23226-8100 USA
	Tel. 804.289.9600
	Fax 804.289.9758
	FOR IMMEDIATE RELEASE

Contact:

Investor Relations

804.289.9709

 

THE BRINK’S COMPANY ANNOUNCES FINAL

RESULTS OF SELF-TENDER OFFER

 

RICHMOND, Va., April 12, 2006 — The Brink’s Company (NYSE:BCO), a global provider of security and risk management services, today announced the final results of its “Dutch auction’’ self-tender offer. The company has accepted for purchase an aggregate of 10,355,263 shares of its common stock at a price of $51.20 per share. These shares represent approximately 17.6 percent of issued and outstanding shares as of March 1, 2006. The self-tender offer expired at 5:00 p.m., New York City time, on Thursday, April 6, 2006.

Based on the final count by the depositary, an aggregate of 10,355,263 shares were properly tendered and not withdrawn at or below a price of $51.20 per share. The shares purchased include the 10 million shares the company offered to purchase and 355,263 shares purchased pursuant to the company’s right to purchase up to an additional two percent of the outstanding shares as of March 1, 2006, without extending the tender offer.

The Brink’s Company, through the depositary, will promptly pay approximately $530.2 million for the shares accepted for purchase and all other shares tendered will be returned promptly to shareholders by the depositary. Following the repurchase of the tendered shares on April 11, 2006, the company had approximately 48.4 million shares of its common stock outstanding.

 

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The self-tender offer was made pursuant to an Offer to Purchase and Letter of Transmittal, each dated March 9, 2006, in which The Brink’s Company offered to purchase up to 10 million shares at a price not greater than $52.50 and not less than $47.50 per share, filed with the Securities and Exchange Commission on March 9, 2006, as amended and supplemented.

The tender offer is part of The Brink’s Company’s previously announced intention to return between approximately $400 million and $600 million to holders of its common stock through share repurchases. Rule 13e-4(f) under the Securities Exchange Act of 1934, as amended, prohibits the company from purchasing any shares, other than in the tender offer, until at least 10 business days after the expiration of the tender offer. The Brink’s Company previously announced that its board of directors approved a share repurchase program that authorizes management to repurchase up to the difference between the aggregate dollar amount that is repurchased pursuant to the tender offer and $600 million of its common stock from time to time as market conditions warrant and covenants under existing agreements permit. After 10 business days following the expiration of the tender offer, the company may conduct its share repurchases in the open market, in privately negotiated transactions, through derivative transactions and through purchases made in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934. The repurchase program does not require The Brink's Company to acquire any specific number of shares and may be terminated at any time.

The dealer manager for the self-tender offer is Morgan Stanley & Co. Incorporated. The information agent is Georgeson Shareholder Communications Inc., and the depositary is Computershare Trust Company, N.A. Any questions with regard to the tender offer may be directed to the information agent at (800) 509-1082.

About The Brink’s Company

 

The Brink’s Company (NYSE:BCO) is a global leader in security and risk management services and operates two businesses: Brink’s, Incorporated and Brink’s Home Security. Brink’s, Incorporated is the world’s premier provider of secure transportation and cash management services and Brink’s Home Security is one of the largest and most successful residential alarm companies in North America. For more information, please visit The Brink’s Company website at http://www.brinkscompany.com/ or call toll free 877-275-7488.

 

 

 

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