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
Check
the
appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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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
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):
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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
February 8, 2007, Pirate Capital LLC (“Pirate Capital”) and The Brink’s Company
(the “Company”) entered into a Letter Agreement (the “Agreement”) pursuant to
which, among other things, (i) Thomas R. Hudson Jr. will be appointed to the
Company’s Board of Directors at the Company’s February 2007 Board meeting and
(ii) Pirate Capital has withdrawn its shareholder proposal and agreed not to
solicit proxies for the election of directors at the Company’s 2007 Shareholders
Meeting. The entire text of the Agreement is attached as Exhibit A.
The
statement is being filed by the following persons. 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 362,282 shares of Common Stock (such 362,382 shares representing
approximately .75% of the outstanding shares of Common Stock). 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 3,392,112 shares of Common Stock
(approximately 7.00% of the outstanding shares), and 384,836 shares of Common
Stock (approximately .80% of the outstanding shares). Thomas R. Hudson Jr.,
is
the Manager of Pirate Capital. 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 4,139,330 shares of Common Stock (approximately 8.53%
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
- Letter Agreement, dated February 8, 2007, between Pirate Capital LLC and
The
Brink’s Company
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Exhibit
A
The
Brink’s Company
1801
Bayberry Court
P.O.
Box
18100
Richmond,
Virginia 23226
February 8,
2007
Pirate
Capital LLC, on behalf of itself and its affiliates,
200
Connecticut Avenue, 4th Floor
Norwalk,
Connecticut 06854
Letter
Agreement
Pirate
Capital LLC, on behalf of itself and its affiliates (“Pirate
Capital”),
has
previously publicly proposed, among other things, that (a) shareholders of
The Brink’s Company (“Brink’s”)
vote
to recommend that Brink’s retain an investment bank to examine its strategic
alternatives (the “Strategic
Alternative Proposal”)
and
(b) two Pirate Capital nominees be elected to the Board of Directors of Brink’s
(the “Board”)
at
Brink’s’ 2007 annual meeting of the shareholders (the “2007
Shareholders Meeting”)
(the
“Board
Representation Proposal”
and,
together with the Strategic Alternative Proposal, the “Pirate
Capital Proposals”).
In
accordance with our recent discussions, this letter agreement sets forth certain
understandings among the parties in connection with the Pirate Capital Proposals
and related matters.
In
connection with the foregoing, the parties agree as follows:
1. Pirate
Capital agrees that:
(a) within
one business day of the date of this letter agreement, it will publicly withdraw
the Pirate Capital Proposals; and
(b) until
the
earlier of June 1, 2008 and the close of Brink’s 2008 annual meeting of
shareholders, neither it nor any of its affiliates will (i) except as
contemplated by item 2 below, seek election of, or seek to place, any person
(other than a person approved by the Board) on the Board or seek the removal
of
any member of the Board, (ii) initiate, propose or otherwise solicit
shareholders for the approval of any shareholder proposals with respect to
Brink’s, (iii) make, or in any way participate in, any “solicitation” of
“proxies” to vote (as such terms are defined under the Exchange Act) or solicit
any consent or communicate with, or seek to advise or influence, any person
with
respect to the voting of any voting securities in connection with the election
of any person to, or removal of any member of, the Board or any shareholder
proposal, (iv) request that Brink’s amend, waive or otherwise modify this
paragraph (including this clause) or disclose a plan or intention inconsistent
with the foregoing or (v) advise, assist, induce or encourage, or enter into
any
discussions, negotiations, agreements (including voting agreements) or
arrangements with, any other person with respect to, or to do, any of the
foregoing; provided
that
nothing in this paragraph shall prohibit communications among Pirate Capital
and
its affiliates. Pirate Capital agrees that it will be responsible for any breach
of this provision by any of its affiliates.
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2. Brink’s
agrees that:
(a) at
the
next regularly scheduled Board meeting in February 2007, the Board will appoint
Thomas R. Hudson Jr. (“Mr.
Hudson”)
as a
director of Brink’s;
(b) as
part
of the Board’s proposals for the 2007 Shareholders Meeting, it will nominate and
recommend Mr. Hudson as a director of Brink’s for a three-year term expiring in
2010;
(c) it
will
appoint Mr. Hudson as a member of the Strategy Committee, the Pension and
Finance Committee and the Executive Committee; and
(d) it
will
reimburse to Pirate Capital an amount equal to Pirate Capital’s actual
out-of-pocket expenses incurred (a) prior to the date of this letter agreement
in connection with the Pirate Capital Proposals, the preparation and negotiation
of this letter agreement and the preparation and filing of amendment number
5 to
Mr. Hudson’s and Pirate Capital’s joint Schedule 13D reporting the entry into
this letter agreement and the related filing under Rule 14a-12 (the
“SEC
Filings”)
and
(b) after the date of this letter agreement in connection with the preparation
and filing of the SEC Filings.
3. For
purposes of this letter agreement, the following terms have the meanings
specified below:
“affiliate”
has
the
meaning given to such term in Rule 12b-2 under the Exchange Act; provided
that any
fund or other investment vehicle that is managed, controlled or sponsored by
any
person shall be deemed an affiliate of such person.
“Exchange
Act”
means
the United States Securities Exchange Act of 1934, as amended.
“person”
means
any natural person, corporation, limited liability company, partnership, trust,
joint venture, association, company or other entity.
“voting
securities”
means
any securities of Brink’s entitled to vote generally in the election of
directors of Brink’s or any direct or indirect rights to acquire any such
securities or any securities convertible or exchangeable for such
securities.
4. Each
party hereto represents that this letter agreement has been duly authorized
and
approved by all necessary actions.
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5. This
letter agreement shall not be assignable by either party hereto without the
prior written consent of the other party (and any purported assignment without
such consent shall be null and void), is intended to be solely for the benefit
of the parties hereto and is not intended to confer any benefits upon, or create
any rights in favor of, any person other than the parties hereto. This letter
agreement may not be amended or waived except by an instrument in writing signed
by each of the parties hereto. This letter agreement may be executed in any
number of counterparts, each of which shall be an original, and all of which,
when taken together, shall constitute one agreement. This letter agreement
shall
be governed by, and construed in accordance with, the laws of the State of
New
York.
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If
the
foregoing correctly sets forth our agreement, please indicate your acceptance
of
the terms hereof by returning to Brink’s an executed counterpart
hereof.
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Very
truly yours,
THE
BRINK’S COMPANY,
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by
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/s/
Michael T. Dan
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Name:
Michael T. Dan
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Accepted
and agreed as of the date first above written:
PIRATE
CAPITAL LLC, on behalf of itself and its affiliates,
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by
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/s/
Thomas R. Hudson Jr.
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Name:
Thomas
R. Hudson Jr.
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Title:
Manager
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