UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
Filed
by
the Registrant o
Filed
by
a Party other than the Registrant x
Check
the
appropriate box:
| o |
Preliminary
Proxy Statement
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| o |
Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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| o |
Definitive
Proxy Statement
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| o |
Definitive
Additional Materials
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| x |
Soliciting
Material Pursuant to Section
240.14a-12
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THE
BRINK’S COMPANY
(Name
of
Registrant as Specified In Its Charter)
PIRATE
CAPITAL LLC
JOLLY
ROGER FUND LP
JOLLY
ROGER OFFSHORE FUND LTD
JOLLY
ROGER ACTIVIST PORTFOLIO COMPANY LTD
THOMAS
R. HUDSON JR.
CHRISTOPHER
KELLY
(Name
of
Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
| x |
No
fee required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
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1)
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Title
of each class of securities to which transaction applies:
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2)
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Aggregate
number of securities to which transaction applies:
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3)
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Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is
calculated and state how it was determined):
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4)
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Proposed
maximum aggregate value of transaction:
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5)
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Total
fee paid:
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Fee
previously paid with preliminary materials.
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Check
box if any part of the fee is offset as provided by Exchange Act
Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid
previously. Identify the previous filing by registration statement
number,
or the Form or Schedule and the date of its filing.
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1)
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Amount
Previously Paid:
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2)
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Form,
Schedule or Registration Statement No.:
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3)
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Filing
Party:
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4)
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Date
Filed:
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On
January 4, 2007, Jolly Roger Fund LP, a Delaware limited partnership (the
“Fund”), sent a letter to The Brink’s Company (the “Company”), nominating two
candidates for election to the Company’s Board of Directors at the 2007 annual
meeting. A copy of the letter is attached hereto as Exhibit A. Also on January
4, 2007, the Fund’s affiliate, Pirate Capital LLC, sent a letter to the Board of
Directors of the Company requesting that the Company add shareholder
representatives to its Board of Directors and urging the Company to hire an
investment bank to examine strategic alternatives. A copy of that letter is
attached hereto as Exhibit B.
The
Fund
and certain of its affiliates (the “Participants”) intend to solicit proxies in
support of its shareholder proposal recommending that the Company hire an
investment bank to consider strategic alternatives to increase shareholder
value
and in support of its nominees for election at the Company’s 2007 annual
meeting.
SECURITY
HOLDERS SHOULD READ THE PROXY STATEMENT TO BE FILED BY THE PARTICIPANTS WHEN
IT
BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION RELATED TO
THE
SOLICITATION OF THE PARTICIPANTS. SECURITY HOLDERS WILL ALSO BE ABLE TO GET
THE
PROXY STATEMENT, ONCE IT IS FILED, AND ANY OTHER RELEVANT DOCUMENTS, FOR FREE
ON
THE WEBSITE OF THE SECURITIES AND EXCHANGE COMMISSION (WWW.SEC.GOV).
IN
ADDITION, ONCE SUCH MATERIALS BECOME AVAILABLE, THE PARTICIPANTS WILL MAKE
THE
PROXY STATEMENT AND SUCH OTHER PROXY MATERIAL PUBLISHED, SENT OR GIVEN TO
SECURITY HOLDERS BY THE PARTICIPANTS IN CONNECTION WITH THE COMPANY’S 2007
ANNUAL MEETING AVAILABLE TO ANY SECURITY HOLDER WHO REQUESTS SUCH INFORMATION
BY
CONTACTING US AT PIRATE CAPITAL LLC, 200 CONNECTICUT AVENUE, NORWALK, CT 06854,
PHONE NO. (203) 854-1100.
The
following persons are participants in this solicitation. Jolly Roger Fund LP,
200 Connecticut Avenue, 4th Floor, Norwalk, Connecticut 06854 (the “Fund”). The
Fund is the record and beneficial owner of 100 shares of common stock, $1 par
value per share (“Common Stock”), of the Company and the beneficial owner of an
additional 412,282 shares of Common Stock (such 412,382 shares representing
approximately .85% of the outstanding shares of Common Stock). Pirate Capital
LLC (“Pirate Capital”) is the general partner of the Fund. Pirate Capital is
also the investment adviser to Jolly Roger Offshore Fund LTD and Jolly Roger
Activist Portfolio Company LTD, each an investment fund (collectively with
the
Fund, the “Funds”), which are the beneficial owners, respectively, of 3,542,112
shares of Common Stock (approximately 7.30% of the outstanding shares), and
163,836 shares of Common Stock (approximately .34% of the outstanding shares).
Thomas R. Hudson Jr., is the Manager of Pirate Capital. Mr. Hudson is
-2-
also
a
director of Jolly Roger Offshore Fund LTD and Jolly Roger Activist Portfolio
Company LTD. Pirate Capital and Mr. Hudson, as the Manager of Pirate Capital,
may be deemed to be the beneficial owners of the 4,118,330 shares of Common
Stock (approximately 8.49% of the outstanding shares) that are collectively
owned by the Funds. Christopher Kelly is General Counsel and Chief Compliance
Officer of Pirate Capital. Mr. Kelly beneficially owns 650 shares of Common
Stock.
Exhibit
A
- Nomination Letter
Exhibit
B
- Letter to Board
-3-
EXHIBIT
A
JOLLY
ROGER FUND LP
200
Connecticut Avenue
4th
Floor
Norwalk,
CT 06854
January
4, 2007
VIA
FACSIMILE (804.289.5760), OVERNIGHT COURIER & U.S. MAIL
The
Brink’s Company
1801
Bayberry Court
Richmond,
Virginia 23226-8100
| Attn: |
Corporate
Governance and Nominating Committee, Executive Session
Chairman
|
| and Corporate Secretary |
| RE: |
Shareholder
Notice of Intent to Nominate Thomas R. Hudson Jr. and Christopher
Kelly
for Election as Directors
|
Ladies
and Gentlemen:
In
accordance with Article IV, Section 12 of the Bylaws (the “Bylaws”) of The
Brink’s Company (the “Company”) and the proxy statement of the Company released
to shareholders on or about March 24, 2006, Jolly Roger Fund LP, a Delaware
limited partnership (the “Fund”), hereby submits this written notice (this
“Notice”) to the Company c/o the Corporate Governance and Nominating Committee,
the Executive Session Chairman and the Corporate Secretary of its intent to
nominate Thomas R. Hudson Jr. and Christopher Kelly to the Board of Directors
of
the Company at the Company’s 2007 annual meeting of shareholders (including any
adjournments or postponements thereof or any special meeting that may be called
in lieu thereof) (the “Annual Meeting”). Enclosed with this letter are the
following exhibits: Exhibit A, Consents of the Nominees, Exhibit B, biographies
of Mr. Hudson and Mr. Kelly, and Exhibit C, a list of the securities
transactions of the members of the Pirate Capital Group (as defined below)
for
the last two years.
1. Name
and Address; Class and Number of Shares of Stock Owned
The
name
and address of the Fund as it appears in the Company’s stock transfer books is
Jolly Roger Fund LP, 200 Connecticut Avenue, 4th Floor, Norwalk, Connecticut
06854. The Fund is the record and beneficial owner of 100 shares of common
stock, $1 par value per share (“Common Stock”), of the Company and the
beneficial owner of an additional 412,282 shares of
-4-
Common
Stock (such 412,382 shares representing approximately .85% of the outstanding
shares of Common Stock). Pirate Capital LLC (“Pirate Capital”), whose principal
business is providing investment management services, is the general partner
of
the Fund. Mr. Hudson is the Manager of Pirate Capital. Pirate Capital is also
the investment adviser to Jolly Roger Offshore Fund LTD and Jolly Roger Activist
Portfolio Company LTD, each an investment fund (collectively, with the Fund,
the
“Funds”, and together with Pirate Capital and Mr. Hudson, the “Pirate Capital
Group”), which are the beneficial owners, respectively, of 3,542,112 shares of
Common Stock (approximately 7.30% of the outstanding shares), and 163,836 shares
of Common Stock (approximately .34% of the outstanding shares). Mr. Hudson
is
also a director of Jolly Roger Offshore Fund LTD and Jolly Roger Activist
Portfolio Company LTD. Pirate Capital and Mr. Hudson, as the Manager of Pirate
Capital, may be deemed to be the beneficial owners of the 4,118,330 shares
of
Common Stock (approximately 8.49% of the outstanding shares) that are
collectively owned by the Funds. Mr. Kelly beneficially owns 650 shares of
Common Stock.
2. Representation
The
Fund
is a holder of record of capital stock of the Company entitled to vote at the
Annual Meeting and a representative of the Fund intends to appear in person
or
by proxy at the Annual Meeting to nominate Mr. Hudson and Mr. Kelly. The
undersigned represents that the Fund intends to deliver a proxy statement or
form of proxy to the holders of at least the percentage of the Company’s
outstanding capital stock required to elect Mr. Hudson and Mr. Kelly or
otherwise to solicit proxies from shareholders in support of the
nominations.
3. Nominations
The
Fund
hereby gives notice of its intent to nominate Mr. Hudson and Mr. Kelly for
election to the Board of Directors at the Annual Meeting.
The
Fund
reserves the right to nominate additional nominees for any reason, including
if
the Company, by the appropriate corporate action, has increased or increases
the
number of directors to be elected at the Annual Meeting or if the composition
of
the Board of Directors has changed prior to the Annual Meeting. The Company
is
cautioned not to take any action that would adversely impact the Company’s
shareholders’ right to support the Fund’s nominations, including by appointing
any new directors.
4. Interests
Which the Fund May Have In Such Business
The
Fund
has no interest in the nominations to be brought before the Annual Meeting
other
than the interest which it shares in common with all other owners of Common
Stock, namely, an interest in seeing the Company achieve financial prosperity
and its participation through its shares of Common Stock in the creation of
shareholder value.
5. Consent
of Nominees
Each
of
Mr. Hudson and Mr. Kelly has executed a consent indicating his agreement to
be
nominated for election as a director of the Company and to serve as a director
of the Company if
-5-
elected
at the Annual Meeting. A copy of each of the consents respectively executed
by
Mr. Hudson and Mr. Kelly are attached as Exhibit A to this Notice.
6. Description
of Arrangements or Understandings between Shareholders and
Nominees
Neither
Mr. Hudson nor Mr. Kelly will receive any compensation from Pirate Capital
or
the Funds for his service as a director of the Company if elected. If elected,
Mr. Hudson and Mr. Kelly will each be entitled to such compensation from the
Company as is provided to other non-employee directors, which compensation
is
expected to be described in the Company’s proxy statement furnished to
shareholders in connection with the Annual Meeting.
7. Other
Information Regarding Nominees Required by Proxy Rules
Certain
additional information regarding Mr. Hudson and Mr. Kelly is set forth in
Exhibit B to this Notice.
Exhibit
C
sets forth for the Funds, Mr. Hudson and Mr. Kelly their purchases and sales
of
Common Stock (and common stock derivatives) within the previous two years,
the
dates of the transactions and the amounts purchased or sold.
Except
as
disclosed herein or in any of the exhibits attached hereto, none of the Funds,
Pirate Capital, Mr. Hudson or Mr. Kelly: (i) owns any securities of the Company
of record but not beneficially; (ii) owns, nor do any of their associates own,
beneficially any securities of the Company; (iii) owns any securities of any
parent or subsidiary of the Company; (iv) has, nor do any of their associates
have, any arrangement or understanding with any person with respect to any
future employment by the Company or its affiliates; (v) has, nor do any of
their
associates have, any arrangement or understanding with any person with respect
to any future transactions to which the Company or any of its affiliates will
or
may be a party; (vi) had or will have, nor do any of their associates have
or
will have, a direct or indirect material interest in any transaction,
arrangement or relationship, or series of similar transactions, arrangements
or
relationships since the beginning of the Company’s last fiscal year, or any
currently proposed transaction, or series of similar transactions, arrangements
or relationships to which the Company or any of its subsidiaries was or is
to be
a party, in which the amount involved exceeds $120,000 (the representation
in
this subclause (vi) shall include any “related person” of Mr. Hudson or Mr.
Kelly as defined in Instruction 1 to Item 404(a) of Regulation S-K under the
Securities Act of 1933, as amended (“Regulation S-K”)); (vii) has any
substantial interest, direct or indirect, by security holdings or otherwise,
in
any matter to be acted upon at the Annual Meeting proposed in this Notice aside
from their respective interests as shareholders of the Company; (viii) has
borrowed any funds for the purpose of acquiring or holding any securities of
the
Company (except for margin borrowings for that purpose); (ix) is presently,
or
has been within the past year, a party to any contract, arrangement or
understanding with any person with respect to securities of the Company,
including, but not limited to, joint ventures, loan or option arrangements,
puts
or calls, guarantees against loss or guarantees of profit, division of losses
or
profits, or the giving or withholding of proxies; (x) has, during the past
ten
years, been convicted in a criminal proceeding (excluding traffic violations
or
similar misdemeanors); (xi) has pledged or otherwise deposited as collateral
any
securities of the Company (except for pledges of
-6-
securities
in connection with margin borrowings) or caused or agreed to permit such
securities to be subject to any voting trust or other similar agreement or
of
any contract providing for the sale or other disposition of such securities;
(xii) is aware of any arrangement (including any pledge, voting trust, or
contract for sale) which may at a subsequent date result in a change in control
of the Company; (xiii) is aware of any arrangement, or has reason to believe
that any arrangement exists, under which 5% or more of any class of the
Company’s voting securities is held or is to be held subject to any voting
agreement, voting trust or other similar agreement; (xiv) is aware of any person
or group that holds beneficial ownership of more than 5% of the outstanding
shares of the Company or has the right to acquire beneficial ownership of more
than 5% of such outstanding voting securities, except for persons or groups
who
may be identified through a review of publicly available information regarding
the beneficial ownership of the Company; (xv) is aware of any circumstance
in
which Mr. Hudson’s or Mr. Kelly’s election to the Board of Directors of the
Company would create a compensation committee interlock or other insider
relationship as described in Item 407(e)(4) of Regulation S-K; or (xvi) has,
during the past five years, been involved in any of the legal proceedings
described in Item 401(f) of Regulation S-K. The term “associates” shall have the
meaning as that term is defined in Rule 14a-1 of Regulation 14A under the
Securities Exchange Act of 1934, as amended.
Except
as
otherwise set forth in this Notice, there are no material proceedings (as
described in Instruction 5 to Item 103 of Regulation S-K) in which Mr. Hudson
or
Mr. Kelly or any of their associates is a party adverse to the Company or any
of
its subsidiaries, or in which Mr. Hudson or Mr. Kelly or their associates have
a
material interest adverse to the Company or any of its
subsidiaries.
Neither
Mr. Hudson nor Mr. Kelly has ever served on the Board of Directors or otherwise
been employed by the Company. Except as otherwise set forth in this Notice,
neither Mr. Hudson, Mr. Kelly nor any of their associates has received any
cash
compensation, cash bonuses, deferred compensation, compensation pursuant to
other plans or other compensation from, or related to, services rendered on
behalf of the Company, or is subject to any arrangement described in Item 402
of
Regulation S-K. There are no family relationships (as defined in Section 401(d)
of Regulation S-K) between Mr. Hudson, Mr. Kelly and any director or officer
of
the Company or, to Mr. Hudson’s or Mr. Kelly’s knowledge, any other person
nominated by the Company to become a director or executive officer. Neither
Mr.
Hudson nor Mr. Kelly is aware of any facts or circumstances that would prevent
him from being deemed an “independent” director as defined in Attachment A to
the Corporate Governance Policies of the Company (as in effect on the date
hereof).
It
is
anticipated that the Funds and Pirate Capital, as well as certain employees
of
Pirate Capital, will solicit proxies in connection with the matters to be
brought before the Annual Meeting and that Pirate Capital Group will engage
a
proxy solicitation agent whose fees and number of employees to be employed
for
such solicitation would be agreed upon at the time of such engagement. To the
extent that any employee of Pirate Capital or the Funds engages in solicitation
activities, no such employee will receive any additional compensation for its
efforts. The business address of each employee of Pirate Capital or the Funds
would be the same as that of its employer.
-7-
Pirate
Capital, on behalf of the Funds, would bear the cost of such proxy solicitation,
but would intend to seek reimbursement for the cost of such solicitation from
the Company if Mr. Hudson and/or Mr. Kelly are elected as a director. Pirate
Capital does not intend to seek shareholder approval for such reimbursement.
While no precise estimate of this cost can be made at the present time, Pirate
Capital currently estimates that it would spend a total of approximately
$750,000 for such solicitation of proxies, including expenditures for attorneys,
proxy solicitation agents, and advertising, public relations, printing,
transportation and related expenses. As of the date hereof, Pirate Capital
has
not incurred any solicitation expenses. In addition to soliciting proxies by
mail, proxies may be solicited in person, by telephone, facsimile or other
electronic means, through advertisements or otherwise.
8. Other
Matters
Pursuant
to Section 12(b)(B) of the Bylaws, please be advised that, by a letter addressed
to the Company’s Corporate Secretary, dated November 21, 2006, the Fund has
requested that its shareholder proposal be included in the Company’s proxy
materials for the Annual Meeting. The proposal recommends that the Board of
Directors of the Company hire an investment bank to consider strategic
alternatives aimed at maximizing shareholder value. A copy of that letter,
which
was filed with the Securities and Exchange Commission (the “Commission”) as an
attachment to Form 13D (filed on November 21, 2006), is hereby incorporated
by
reference and is available at the Commission’s website at
www.sec.gov.
The
information included in this Notice and in the exhibits attached hereto
represents the Fund’s best knowledge as of the date hereof. The Fund reserves
the right, in the event such information shall be or become inaccurate, to
provide corrective information to the Company as soon as reasonably practicable,
although the Fund does not commit to update any information which may change
from and after the date hereof. If this Notice shall be deemed for any reason
by
a court of competent jurisdiction to be ineffective with respect to the
nomination of Mr. Hudson and/or Mr. Kelly at the Annual Meeting, or if either
or
both of them shall be unable to serve for any reason, this Notice shall continue
to be effective with respect to any replacement nominee or nominees selected
by
the Fund.
Please
be
advised that neither the delivery of this Notice nor the delivery of additional
information, if any, provided by or on behalf of the Fund or any of its
affiliates to the Company from and after the date hereof shall be deemed to
constitute an admission by the Fund or any of its affiliates that this Notice
or
any such information is required or is in any way defective or as to the
legality or enforceability of any matter or a waiver by the Fund or any of
its
affiliates of its right to, in any way, contest or challenge any such
matter.
Please
direct any questions regarding the information contained in this Notice to
Theodore Altman, Esq., DLA Piper US LLP, 1251 Avenue of the Americas, New York,
New York 10020-1104, (212) 335-4560, and Robert G. Marks, Esq., McGuireWoods
LLP, 1750 Tysons Boulevard, Suite 1800, McLean, Virginia 22102-4215, (703)
712-5061. In the event that the Company requires any additional information
to
determine the eligibility of Mr. Hudson and/or Mr. Kelly (or the eligibility
of
any additional or substitute nominee of the Pirate Capital
-8-
Group)
to
serve as a member of the Board of Directors of the Company, please advise Mr.
Altman and Mr. Marks immediately.
Very
truly yours,
JOLLY
ROGER FUND LP
By:
Pirate Capital LLC, its General Partner
By: /s/
Thomas R. Hudson Jr.
Name: Thomas
R.
Hudson Jr.
Title: Manager
| cc: |
Theodore
Altman, Esq.
|
Robert
G.
Marks, Esq.
B.
Seth
Bryant, Esq.
-9-
Exhibit
A
CONSENT
OF NOMINEE
The
undersigned hereby consents to being named as a nominee for election as a
director of The Brink’s Company (the “Company”), in the proxy statement and
other materials concerning the undersigned’s nomination in connection with the
solicitation of proxies from shareholders of the Company to be voted at the
2007
annual meeting of shareholders of the Company or special meeting of shareholders
regarding the election of directors, including any adjournments or postponements
thereof, and further consents to serve as a director of the Company, if
elected.
/s/
Thomas R. Hudson Jr.
Name:
Thomas R. Hudson Jr.
-10-
Exhibit
A
CONSENT
OF NOMINEE
The
undersigned hereby consents to being named as a nominee for election as a
director of The Brink’s Company (the “Company”), in the proxy statement and
other materials concerning the undersigned’s nomination in connection with the
solicitation of proxies from shareholders of the Company to be voted at the
2007
annual meeting of shareholders of the Company or special meeting of shareholders
regarding the election of directors, including any adjournments or postponements
thereof, and further consents to serve as a director of the Company, if
elected.
/s/
Christopher Kelly
Name:
Christopher Kelly
-11-
Exhibit
B
Thomas
R. Hudson Jr.
Thomas
R.
Hudson Jr., 40, is and has been since 2002 the Manager of Pirate Capital LLC,
an
investment manager, which he founded. Immediately prior to organizing Pirate
Capital LLC, Mr. Hudson was a private investor. From 1999 to 2001, Mr. Hudson
served as a Managing Director at Amroc Investments, LLC, an investment
management firm, where he directed all distressed research and managed the
bank
loan trading desk. From 1997 to 1999, he served as a Vice President and
Portfolio Manager at Goldman, Sachs & Co., responsible for investing and
trading a $500 million portfolio of distressed domestic and international
private assets. No company at which Mr. Hudson has been employed was a parent,
subsidiary or affiliate of the Company at the time of his employment. Mr. Hudson
earned a B.S. in 1988 from Babson College, majoring in Entrepreneurial Studies.
He earned an M.B.A. in 1993 from the Tuck School at Dartmouth College. Mr.
Hudson’s principal business address is 200 Connecticut Avenue, 4th Floor,
Norwalk, Connecticut 06854. Mr. Hudson currently serves as a director of Cornell
Companies, Inc., a provider of private corrections services, PW Eagle, Inc.,
a
PVC manufacturer, The Allied Defense Group, Inc., a defense contractor, and
The
PEP Boys - Manny, Moe & Jack, an automobile parts retailer.
Christopher
Kelly
Christopher
Kelly, 49, is the General Counsel and Chief Compliance Officer of Pirate Capital
LLC. He joined Pirate Capital LLC in February 2006. From October 2004 to January
2006, Mr. Kelly was General Counsel of Gilman & Ciocia, Inc., a broker
dealer holding company. From April 2003 to October 2004, Mr. Kelly served as
Managing Director, General Counsel and Chief Compliance Officer of Cypress
Associates LLC, a New York based investment bank focused on mergers &
acquisitions, restructurings and corporate finance. From May 2000 to March
2003,
Mr. Kelly was engaged in the practice of law with Proskauer Rose LLP, and prior
thereto with Silver, Freedman & Taff, LLP and Skadden, Arps, Slate, Meagher
& Flom. At each of these law firms, Mr. Kelly handled a variety of corporate
and securities matters, including mergers & acquisitions and restructurings.
No company at which Mr. Kelly has been employed was a parent, subsidiary or
affiliate of the Company at the time of his employment. Mr. Kelly earned a
B.A.
in 1979 with High Honors from the University of Virginia and a J.D. in 1983
from
the University of Virginia School of Law. Mr. Kelly’s principal business address
is 200 Connecticut Avenue, 4th Floor, Norwalk, Connecticut
06854.
-12-
Exhibit
C
PURCHASES
AND SALES OVER PAST TWO YEARS BY FUNDS AND NOMINEE
The
following table sets forth for each of the Funds, Mr. Hudson and Mr. Kelly
their
purchases and sales (indicated in parenthesis) of Common Stock (including put
options and call options*) within the previous two years, the dates of the
transactions and the amounts purchased or sold:
|
ACCOUNT
NAME
|
TRADE
DATE
|
QUANTITY
|
|
JOLLY
ROGER FUND LP
|
06-21-2005
|
50,000.00
|
|
JOLLY
ROGER FUND LP
|
07-18-2005
|
35,000.00
|
|
JOLLY
ROGER FUND LP
|
07-19-2005
|
50,000.00
|
|
JOLLY
ROGER FUND LP
|
09-15-2005
|
3,000.00
|
|
JOLLY
ROGER FUND LP
|
09-16-2005
|
500.00
|
|
JOLLY
ROGER FUND LP
|
09-19-2005
|
25,000.00
|
|
JOLLY
ROGER FUND LP
|
09-20-2005
|
35,000.00
|
|
JOLLY
ROGER FUND LP
|
10-04-2005
|
8,800.00
|
|
JOLLY
ROGER FUND LP
|
10-05-2005
|
10,000.00
|
|
JOLLY
ROGER FUND LP
|
10-06-2005
|
5,000.00
|
|
JOLLY
ROGER FUND LP
|
10-10-2005
|
3,800.00
|
|
JOLLY
ROGER FUND LP
|
10-13-2005
|
4,000.00
|
|
JOLLY
ROGER FUND LP
|
10-17-2005
|
5,000.00
|
|
JOLLY
ROGER FUND LP
|
10-19-2005
|
5,900.00
|
|
JOLLY
ROGER FUND LP
|
10-20-2005
|
1,000.00
|
|
JOLLY
ROGER FUND LP
|
10-31-2005
|
Call
option 13
|
|
JOLLY
ROGER FUND LP
|
11-10-2005
|
Call
option 180
|
|
JOLLY
ROGER FUND LP
|
11-14-2005
|
Call
option (13)
|
|
JOLLY
ROGER FUND LP
|
11-14-2005
|
Call
option (60)
|
|
JOLLY
ROGER FUND LP
|
11-16-2005
|
Call
option (120)
|
|
JOLLY
ROGER FUND LP
|
11-18-2005
|
7,500.00
|
|
JOLLY
ROGER FUND LP
|
01-04-2006
|
(25,000.00)
|
|
JOLLY
ROGER FUND LP
|
02-09-2006
|
37,631.00
|
|
JOLLY
ROGER FUND LP
|
02-09-2006
|
60,557.00
|
|
JOLLY
ROGER FUND LP
|
02-17-2006
|
50,000.00
|
|
JOLLY
ROGER FUND LP
|
07-24-2006
|
Call
option (700)
|
|
JOLLY
ROGER FUND LP
|
08-03-2006
|
(40,206.00)
|
|
JOLLY
ROGER FUND LP
|
08-09-2006
|
(25,000.00)
|
|
JOLLY
ROGER FUND LP
|
08-10-2006
|
(17,000.00)
|
|
JOLLY
ROGER FUND LP
|
08-14-2006
|
(5,000.00)
|
|
JOLLY
ROGER FUND LP
|
08-15-2006
|
(70,000.00)
|
|
JOLLY
ROGER FUND LP
|
09-27-2006
|
(7,300.00)
|
-13-
| ACCOUNT NAME | TRADE DATE | QUANTITY |
|
JOLLY
ROGER OFFSHORE FUND LTD
|
06-21-2005
|
26,300.00
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
06-22-2005
|
84,300.00
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
06-23-2005
|
50,700.00
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
06-24-2005
|
25,000.00
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
06-30-2005
|
25,000.00
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
07-05-2005
|
20,000.00
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
07-06-2005
|
40,000.00
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
07-07-2005
|
8,700.00
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
07-08-2005
|
24,600.00
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
07-13-2005
|
100,000.00
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
07-13-2005
|
26,400.00
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
07-14-2005
|
76,400.00
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
07-14-2005
|
53,600.00
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
07-15-2005
|
5,000.00
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
07-25-2005
|
5,000.00
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
07-29-2005
|
25,000.00
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
08-26-2005
|
3,300.00
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
08-29-2005
|
5,000.00
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
09-15-2005
|
10,400.00
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
09-19-2005
|
25,000.00
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
09-26-2005
|
10,500.00
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
09-27-2005
|
2,200.00
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
10-04-2005
|
35,000.00
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
10-06-2005
|
20,000.00
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
10-12-2005
|
200.00
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
10-13-2005
|
16,100.00
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
10-17-2005
|
20,000.00
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
10-18-2005
|
25,000.00
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
10-19-2005
|
22,000.00
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
10-20-2005
|
4,000.00
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
10-27-2005
|
2,000.00
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
10-31-2005
|
32,500.00
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
10-31-2005
|
Call
option 51
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
11-10-2005
|
Call
option 720
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
11-11-2005
|
Call
option 418
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
11-14-2005
|
Call
option (240)
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
11-14-2005
|
Call
option (51)
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
11-14-2005
|
Call
option (250)
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
11-15-2005
|
Call
option (300)
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
11-16-2005
|
50,000.00
|
-14-
| ACCOUNT NAME | TRADE DATE | QUANTITY |
|
JOLLY
ROGER OFFSHORE FUND LTD
|
11-16-2005
|
Call
option (480)
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
11-17-2005
|
150,000.00
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
11-18-2005
|
30,000.00
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
11-21-2005
|
6,400.00
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
11-21-2005
|
(5,000.00)
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
11-23-2005
|
3,800.00
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
11-23-2005
|
Put
option (200)
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
11-29-2005
|
21,600.00
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
11-30-2005
|
50,000.00
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
12-22-2005
|
25,700.00
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
12-23-2005
|
25,000.00
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
12-27-2005
|
25,000.00
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
12-28-2005
|
1,200.00
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
12-30-2005
|
77,000.00
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
01-26-2006
|
25,000.00
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
02-02-2006
|
20,400.00
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
02-09-2006
|
242,228.00
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
02-09-2006
|
150,521.00
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
02-10-2006
|
50,000.00
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
02-10-2006
|
103,500.00
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
02-17-2006
|
200,000.00
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
02-24-2006
|
41,500.00
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
02-28-2006
|
69,600.00
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
03-06-2006
|
8,000.00
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
03-10-2006
|
Put
option (223)
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
03-17-2006
|
Put
option (157)
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
03-22-2006
|
Put
option (102)
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
03-27-2006
|
Put
option (125)
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
04-21-2006
|
Put
option (150)
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
04-26-2006
|
Put
option (300)
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
04-28-2006
|
Put
option (50)
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
05-01-2006
|
Put
option (250)
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
05-08-2006
|
348,363.00
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
05-08-2006
|
Put
option (170)
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
05-11-2006
|
Put
option (500)
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
06-19-2006
|
67,000.00
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
07-24-2006
|
Call
option (700)
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
08-15-2006
|
(15,000.00)
|
|
JOLLY
ROGER OFFSHORE FUND LTD
|
08-22-2006
|
Call
option (600)
|
-15-
| ACCOUNT NAME | TRADE DATE | QUANTITY |
|
JOLLY
ROGER ACTIVIST PORTFOLIO LTD
|
01-04-2006
|
50,000.00
|
|
JOLLY
ROGER ACTIVIST PORTFOLIO LTD
|
01-05-2006
|
25,000.00
|
|
JOLLY
ROGER ACTIVIST PORTFOLIO LTD
|
01-26-2006
|
Put
option (2,000)
|
|
JOLLY
ROGER ACTIVIST PORTFOLIO LTD
|
01-27-2006
|
Put
option (700)
|
|
JOLLY
ROGER ACTIVIST PORTFOLIO LTD
|
02-01-2006
|
1,400.00
|
|
JOLLY
ROGER ACTIVIST PORTFOLIO LTD
|
02-09-2006
|
309,063.00
|
|
JOLLY
ROGER ACTIVIST PORTFOLIO LTD
|
02-10-2006
|
100.00
|
|
JOLLY
ROGER ACTIVIST PORTFOLIO LTD
|
02-17-2006
|
(250,000.00)
|
|
JOLLY
ROGER ACTIVIST PORTFOLIO LTD
|
02-18-2006
|
Put
option 2,690
|
|
JOLLY
ROGER ACTIVIST PORTFOLIO LTD
|
02-18-2006
|
78,500.00
|
|
JOLLY
ROGER ACTIVIST PORTFOLIO LTD
|
02-21-2006
|
31,500.00
|
|
JOLLY
ROGER ACTIVIST PORTFOLIO LTD
|
02-22-2006
|
52,800.00
|
|
JOLLY
ROGER ACTIVIST PORTFOLIO LTD
|
02-23-2006
|
50,000.00
|
|
JOLLY
ROGER ACTIVIST PORTFOLIO LTD
|
05-08-2006
|
(348,363.00)
|
|
JOLLY
ROGER ACTIVIST PORTFOLIO LTD
|
07-31-2006
|
9,794.00
|
|
JOLLY
ROGER ACTIVIST PORTFOLIO LTD
|
08-03-2006
|
(9,794.00)
|
|
JOLLY
ROGER ACTIVIST PORTFOLIO LTD
|
10-31-2006
|
7,600.00
|
|
JOLLY
ROGER ACTIVIST PORTFOLIO LTD
|
11-01-2006
|
54,300.00
|
|
JOLLY
ROGER ACTIVIST PORTFOLIO LTD
|
11-02-2006
|
17,400.00
|
|
JOLLY
ROGER ACTIVIST PORTFOLIO LTD
|
11-03-2006
|
700.00
|
|
JOLLY
ROGER ACTIVIST PORTFOLIO LTD
|
11-06-2006
|
23,836.00
|
|
JOLLY
ROGER ACTIVIST PORTFOLIO LTD
|
11-08-2006
|
50,000.00
|
|
JOLLY
ROGER ACTIVIST PORTFOLIO LTD
|
11-09-2006
|
10,000.00
|
|
CHRISTOPHER
KELLY
|
11-01-2006
|
650
|
| * |
All
option trades were made through public option
exchanges.
|
-16-
EXHIBIT
B
PIRATE
CAPITAL LLC
Jolly
Roger Fund LP
Jolly
Roger Offshore Fund LTD
Jolly
Roger Activist Fund LP
Jolly
Roger Activist Fund LTD
January
4, 2007
VIA
FACSIMILE (804.289.5760) & OVERNIGHT COURIER
Board
of
Directors
C/o
Mr.
Michael T. Dan
Chairman,
President and Chief Executive Officer
The
Brink’s Company
1801
Bayberry Court
Richmond,
Virginia 23226-8100
Dear
Members of the Board:
As
you
know, we own approximately 8.5% of Brink’s stock and are its largest
shareholder. We have repeatedly urged the Company to retain an investment bank
to examine strategic alternatives and to endorse a significant shareholder
voice
on the Board. Unfortunately, our requests appear to be falling on deaf ears
and
the Board seems more concerned with exercising its prerogatives of office than
serving shareholder interests. Unless the Board acts with a renewed sense of
duty, we will not be able to avoid an expensive and lengthy proxy
contest.
We
commend MMI Investments on their detailed report and its examination of many
of
the different strategic alternatives which an investment bank can explore.
We
are concerned that despite several initiatives by your largest shareholders
urging the Board to retain an investment bank, the Board stubbornly insists
upon
making an acquisition. Your spokesman Edward Cunningham was recently quoted
as
saying, “We are in the deal stream,” and “Our strategic direction is to make
acquisitions.” Such steadfast determination to make an acquisition is
unacceptable and we are particularly discouraged to see the Board continue
down
the path of entrenchment.
We
do not
understand how the Board remains so determined to pursue an acquisition when
two
of Brink’s largest shareholders have independently questioned that course and
requested the retention of an investment bank to explore alternatives. The
Board’s concern should be the interests of its shareholders. It should welcome
initiatives by its large shareholders and fully
-17-
explore
their efficacy. If you took the time to canvass your shareholder base, we
believe you would find that our shareholder proposal and our nominations to
the
Board are strongly supported.
According
to public filings, four of Brink’s directors are up for election at the upcoming
annual meeting. Two of these directors, Messrs. Barker and Broadhead, are
ineligible for re-election for a full three year term based on the Board’s
mandatory retirement age. As the largest shareholder we recommend that Messrs.
Barker and Broadhead be replaced with two Pirate Capital nominees, Thomas Hudson
(Pirate Capital’s founder and Manager) and Christopher Kelly (Pirate Capital’s
General Counsel). The Board should welcome our voice and the shareholder
perspective it would bring to the Board’s inner deliberations. Our suggestion is
in the best interest of all shareholders because it provides significant
shareholder representation to the Board, an element which is currently lacking,
and because it avoids a costly and time-consuming proxy contest.
We
would
prefer to work cooperatively and productively with the Board, and believe that
calling for two out of a total of eleven Board seats is a reasonable request.
This will allow for considerable shareholder representation while not
substantially altering the Board’s construction or dynamic. Unfortunately, as
the Board continues to defer consideration, we have no choice but to prepare
for
a proxy contest.
We
would
welcome an invitation by the Board to meet our two nominees, and we hope that
a
proxy contest can be avoided so that the Board can remain focused on what is
most important; finally putting to rest the enduring undervaluation of BCO
shares. We look forward to a response shortly.
Sincerely,
/s/
Thomas R. Hudson Jr.
Thomas
R.
Hudson Jr.
Manager
-18-