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Prepared By R.R. Donnelley Financial -- Form 8-K
 
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):  01/08/2007
 
THE BRINK'S COMPANY
(Exact name of registrant as specified in its charter)
 
Commission File Number:  1-9148
 
Virginia
  
54-1317776
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
1801 Bayberry Court
P. O. Box 18100
Richmond, VA 23226-8100
(Address of principal executive offices, including zip code)
 
(804) 289-9600
(Registrant’s telephone number, including area code)
 
(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:
[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[X]  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))
 

Information to be included in the report

 
Item 8.01.    Other Events
 
On January 4, 2007, Pirate Capital LLC and certain of its affiliates ("Pirate Capital") filed an Amended Statement of Beneficial Ownership on Schedule 13D/A that contained a letter to the Board of Directors of The Brink's Company (the "Company").   On January 8, 2007, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference, responding to Pirate Capital's letter.
 
 
Item 9.01.    Financial Statements and Exhibits
 
99.1 Press release, dated January 8, 2007, issued by the Company.
 

 

Signature(s)
 
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 hereunto duly authorized.
 
      
 
THE BRINK'S COMPANY
 
 
Date: January 08, 2007
     
By:
 
/s/    Robert T. Ritter
               
Robert T. Ritter
               
Vice President and Chief Financial Officer
 
 

 

Exhibit Index
 
Exhibit No.
  
Description
EX-99.1
  
Press release, dated January 8, 2007, issued by the Company.
FOR IMMEDIATE RELEASE

Exhibit 99.1

 

PRESS RELEASE

The Brink's Company

1801 Bayberry Court

P.O. Box 18100

Richmond, VA 23226-8100 USA

Tel. 804.289.9600

Fax 804.289.9758

Contact:

Investor Relations

804.289.9709

FOR IMMEDIATE RELEASE

THE BRINK'S COMPANY RESPONDS TO FILING BY PIRATE CAPITAL

RICHMOND, Va., January 8, 2007 -- The Brink's Company (NYSE:BCO), a global provider of security and risk management services, issued the following statement regarding a January 4 filing by hedge fund Pirate Capital advising Brink's of its intent to nominate Thomas R. Hudson, Jr., the fund's manager, and Christopher Kelly, the fund's general counsel, for election to the Brink's board of directors and proposing that the board engage an investment bank to explore strategic alternatives to increase shareholder value:

"The Brink's Company is always interested in the views of its shareholders. We are open to considering new, qualified director candidates and will review Mr. Hudson's and Mr. Kelly's respective credentials and qualifications in accordance with the company's well-established corporate governance policies.

In addition, our board and management team regularly review the company's strategic options. As appropriate, these reviews incorporate the advice of well-known and highly regarded advisors.

The Brink's board consists of 11 directors, 10 of whom are independent. The board and management team have been and will remain intensely focused on acting in the best interests of the company and the continued creation of significant value for all shareholders."

Brink's will present its recommendations regarding Pirate Capital's proposals in the company's definitive proxy statement, which will be filed with the Securities and Exchange Commission and mailed to all shareholders eligible to vote at its 2007 annual meeting of shareholders.

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.

Important Information

In connection with its 2007 annual meeting of shareholders, The Brink's Company plans to file with the Securities and Exchange Commission (SEC) and mail to its shareholders eligible to vote at the 2007 annual meeting of shareholders a definitive proxy statement. THE COMPANY ADVISES ITS SECURITY HOLDERS TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FOR THE 2007 ANNUAL MEETING OF SHAREHOLDERS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Security holders may obtain a free copy of the definitive proxy statement and other documents that the company files with the SEC at the SEC's website at http://www.sec.gov. The definitive proxy statement and these other documents may also be obtained free of charge from The Brink's Company upon request by contacting the Corporate Secretary at 1801 Bayberry Court, P. O. Box 18100, Richmond, Virginia 23226-8100.

Certain Information Regarding Participants

The Brink's Company, its directors and named executive officers may be deemed to be participants in the solicitation of proxies from the company's security holders in connection with its 2007 annual meeting of shareholders. Security holders may obtain information regarding the names, affiliations and interests of such individuals in the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2005 and its definitive proxy statement dated March 25, 2006, each of which has been filed with the SEC. Additional information regarding such individuals will be included in the definitive proxy statement for the 2007 annual meeting of shareholders. To the extent holdings of the company's securities have changed from the amounts included in the definitive proxy statement dated March 25, 2006, such changes have been reflected on Forms 4 and 5 filed with the SEC and will be reflected in the definitive proxy statement for the 2007 annual meeting of shareholders.