BRINKS CO — Major Shareholding Notification 2007

Dec 28, 2007

SC 13D/A 1 sc13da201874113_12242007.htm sc13da201874113_12242007.htm Licensed to: Olshan Document Created using EDGARizer 4.0.1.0 Copyright 2007 EDGARfilings, Ltd., an IEC company. All rights reserved EDGARfilings.com

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 2) 1

The Brink’s Company

(Name of Issuer)

Common Stock , $1.00 Par Value

(Title of Class of Securities)

109696104

(CUSIP Number)

STEVEN WOLOSKY, ESQ.

OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

December 24, 2007

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨ .

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

---

1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes ).

CUSIP NO. 109696104

| 1 | NAME
OF REPORTING PERSON STEEL
PARTNERS II, L.P. | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS WC | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d)
OR 2(e) | ¨ |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION DELAWARE | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER 3,027,310 |
| | 8 | SHARED
VOTING POWER -
0 - |
| | 9 | SOLE
DISPOSITIVE POWER 3,027,310 |
| | 10 | SHARED
DISPOSITIVE POWER -
0 - |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,027,310 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | ¨ |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2% | |
| 14 | TYPE
OF REPORTING PERSON PN | |

2

CUSIP NO. 109696104

| 1 | NAME
OF REPORTING PERSON STEEL
PARTNERS, L.L.C. | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d)
OR 2(e) | ¨ |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION DELAWARE | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER 3,027,310 |
| | 8 | SHARED
VOTING POWER -
0 - |
| | 9 | SOLE
DISPOSITIVE POWER 3,027,310 |
| | 10 | SHARED
DISPOSITIVE POWER -
0 - |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,027,310 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | ¨ |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2% | |
| 14 | TYPE
OF REPORTING PERSON OO | |

3

CUSIP NO. 109696104

| 1 | NAME
OF REPORTING PERSON WARREN
G. LICHTENSTEIN | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS OO | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d)
OR 2(e) | ¨ |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION USA | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER 3,027,310 |
| | 8 | SHARED
VOTING POWER -
0 - |
| | 9 | SOLE
DISPOSITIVE POWER 3,027,310 |
| | 10 | SHARED
DISPOSITIVE POWER -
0 - |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,027,310 | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | ¨ |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2% | |
| 14 | TYPE
OF REPORTING PERSON IN | |

4

CUSIP NO. 109696104

The following constitutes Amendment No. 2 (“Amendment No. 2”) to the Schedule 13D filed by the undersigned. This Amendment No. 2 amends the Schedule 13D as specifically set forth.

Item 3 is hereby amended and restated to read as follows:

Item 3. Source and Amount of Funds or Other Consideration.

The aggregate purchase price of the 3,027,310 Shares owned by Steel Partners II is $108,762,839, including brokerage commissions. The Shares owned by Steel Partners II were acquired with partnership funds.

Item 5(a) is hereby amended and restated to read as follows:

(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 48,491,344 Shares outstanding, which is the total number of Shares outstanding as reported in the Issuer’s quarterly report on Form 10-Q for the quarter ended September 30, 2007 filed with the Securities and Exchange Commission on November 2, 2007.

As of the close of business on December 27, 2007, Steel Partners II beneficially owned 3,027,310 Shares, constituting approximately 6.2% of the Shares outstanding. As the general partner of Steel Partners II, Partners LLC may be deemed to beneficially own the 3,027,310 Shares owned by Steel Partners II, constituting approximately 6.2% of the Shares outstanding. As the sole executive officer and managing member of Partners LLC, which in turn is the general partner of Steel Partners II, Mr. Lichtenstein may be deemed to beneficially own the 3,027,310 Shares owned by Steel Partners II, constituting approximately 6.2% of the Shares outstanding. Mr. Lichtenstein has sole voting and dispositive power with respect to the 3,027,310 Shares owned by Steel Partners II by virtue of his authority to vote and dispose of such Shares.

Item 5(c) is hereby amended to add the following:

(c) Schedule A annexed hereto lists all transactions in the securities of the Issuer during the past sixty days by the Reporting Persons. All of such transactions were effected in the open market.

5

CUSIP NO. 109696104

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

| Dated: December
28, 2007 | |
| --- | --- |
| Steel
Partners, L.L.C. General
Partner | |
| By: | /s/
Lauren Isenman |
| | Lauren
Isenman as
Attorney-In-Fact for Warren G. Lichtenstein, Managing
Member |
| STEEL
PARTNERS, L.L.C. | |
| By: | /s/
Lauren Isenman |
| | Lauren
Isenman as
Attorney-In-Fact for Warren G. Lichtenstein, Managing
Member |
| /s/
Lauren Isenman | |
| LAUREN
ISENMAN as
Attorney-In-Fact for Warren G.
Lichtenstein | |

6

CUSIP NO. 109696104

SCHEDULE A

Transactions in the Securities of the Issuer During the Past 60 Days

Class of Security Quantity Price Per Unit ($) Date of Transaction

STEEL PARTNERS II, L.P.

| Common
Stock (Covered
Short Position) | 400 | 59.0000 | 10/29/2007 |
| --- | --- | --- | --- |
| Common
Stock (Covered
Short Position) | 49,125 | 59.7678 | 10/30/2007 |
| Common
Stock (Covered
Short Position) | 32,600 | 59.7110 | 10/30/2007 |
| Common
Stock (Covered
Short Position) | 23,300 | 60.3737 | 10/31/2007 |
| Common
Stock (Covered
Short Position) | 29,200 | 60.3361 | 10/31/2007 |
| Common
Stock (Covered
Short Position) | 100,000 | 59.9491 | 11/09/2007 |
| Common
Stock (Covered
Short Position) | 100,000 | 59.9497 | 11/09/2007 |
| Common
Stock (Covered
Short Position) | 73,412 | 59.7885 | 11/12/2007 |
| Short
Put Option ($60.00
Strike Price) | (500) | 0.9600 | 11/12/2007 |
| Common
Stock (Covered
Short Position) | 450,000 | 59.8833 | 11/12/2007 |
| Short
Put Option ($60.00
Strike Price) | (352) | 1.6220 | 11/13/2007 |
| Common
Stock (Covered
Short Position) | 101,000 | 59.8090 | 11/16/2007 |
| Common
Stock (Covered
Short Position) | 4,900 | 59.0900 | 11/16/2007 |

7

CUSIP NO. 109696104

| Covered
Short Put Option ($60.00
Strike Price) | 49 | 0.9300 | 11/16/2007 |
| --- | --- | --- | --- |
| Common
Stock (Covered
Short Position) | 62,096 | 58.8199 | 11/19/2007 |
| Common
Stock (Covered
Short Position) | 100,000 | 58.3184 | 11/20/2007 |
| Common
Stock (Covered
Short Position) | 74,200 | 58.6831 | 11/21/2007 |
| Common
Stock (Covered
Short Position) | 25,485 | 58.1483 | 11/21/2007 |
| Common
Stock (Covered
Short Position) | 8,198 | 58.9482 | 11/23/2007 |
| Common
Stock (Covered
Short Position) | 47,796 | 58.9279 | 11/26/2007 |
| Common
Stock (Covered
Short Position) | 37,727 | 59.1168 | 11/27/2007 |
| Common
Stock (Covered
Short Position) | 6,030 | 60.5990 | 11/28/2007 |
| Short
Put Option ($60.00
Strike Price) | (300) | 1.1029 | 11/29/2007 |
| Common
Stock (Covered
Short Position) | 1,000 | 59.9970 | 12/14/2007 |
| Common
Stock (Covered
Short Position) | 125,095 | 59.9952 | 12/17/2007 |
| Common
Stock (Covered
Short Position) | 54,758 | 59.9971 | 12/18/2007 |
| Common
Stock (Sold
to Cover Short Position) | (474,690) | 66.4398 | 12/24/2007 |

8

CUSIP NO. 109696104

STEEL PARTNERS, L.L.C.

None

WARREN G. LICHTENSTEIN

None

9