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March 20, 2006
Via Facsimile ((804) 343-4678) and U.S. Mail
David I. Meyers, Esq.
Hunton & Williams LLP
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, VA 23219
Re: The Brink`s Company
Schedule TO-I filed March 9, 2006
SEC File No. 005-13699
Dear Mr. Meyers:
We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Offer to Purchase
Summary, page 1
1. We note from the disclosure at the bottom of page 2 that you
have
reserved the right to acquire the shares from shareholders who
would
own fewer than 100 shares as a result of proration. Please advise
as
to whether you would acquire the shares as part of the offer. If
so,
please address your ability to do so with regard to Rules 13e-
4(f)(3)(i) and 13e-4(f)(8).
Recent Developments, page 12
2. We note in the press release filed as exhibit (a)(5)(a) to your
Schedule TO that your board of directors approved a share
repurchase
program following ten days after the expiration of the current
tender
offer to repurchase shares in a dollar amount sufficient to make
up
the difference between the repurchases made pursuant to the
current
offer and $600 million. Please reconcile the discrepancy between
that statement and your disclosure in the penultimate paragraph on
page 12 of your offer document.
Conditions of the Tender Offer, page 23
3. Refer to the last paragraph of this section relating to your
failure to exercise any of the rights described in this section.
This language suggests that once an offer condition is triggered,
you
must decide whether or not to waive the condition. Note that when
a
condition is triggered and you decide to proceed with the offer
anyway, we believe that this constitutes a waiver of the triggered
condition(s). Depending on the materiality of the waived
condition
and the number of days remaining in the offer, you may be required
to
extend the offer and recirculate new disclosure to security
holders.
You may not, as this language seems to imply, simply fail to
assert a
triggered offer condition and thus effectively waive it without
officially doing so. Please confirm your understanding
supplementally.
Source and Amount of Funds, page 26
4. We note that you may use borrowings from a bank credit facility
to
purchase shares. If so, please provide the information required
by
Item 1007(d) of Regulation M-A.
Information about Our Shares, page 27
5. With respect to your disclosure in the penultimate paragraph of
this section please tell us why you need to qualify your
disclosure
"to the best of [your] knowledge" given your disclosure that your
disclosure is based on records and information provided to you.
Alternatively, please explain or delete the qualifier.
Federal Income Tax Consequences, page 30
6. Delete the reference to this discussion being for "general
information only" (page 33. Security holders are entitled to rely
upon the discussion.
Letter of Transmittal
7. We note that beginning on page 6 of the Letter of Transmittal
you
improperly require tendering security holders to certify that they
"understand" the terms of the tender offer. Please revise to
delete
the requirement that security holders certify that they
"understand"
the offer. Alternatively, amend the form to include a legend in
bold
typeface that indicates you do not view the certification made by
security holders that they understand the offer materials as a
waiver
of liability and that you promises not to assert that this
provision
constitutes a waiver of liability.
Closing Comments
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information. Detailed cover letters
greatly
facilitate our review. Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since you
are
in possession of all facts relating to the company`s disclosure,
you
are responsible for the accuracy and adequacy of the disclosures
you
have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
Please direct any questions to me at (202) 551-3619 or, in
my
absence, to Pam Carmody, Special Counsel, at (202) 551-3265. You
may
also contact me via facsimile at (202) 772-9203. Please send all
correspondence to us at the following ZIP code: 20549-3628.
Sincerely,
Daniel F. Duchovny
Attorney-Advisor
Office of Mergers and Acquisitions
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David I. Meyers, Esq.
Hunton & Williams LLP
March 20, 2006
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE