BRINKS CO — Major Shareholding Notification 2007

Feb 13, 2007

SC 13G 1 brinkscompany.htm BRINKS COMPANY html PUBLIC "-//w3c//dtd html 4.0 transitional//en" THE BRINK'S COMPANY

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

THE BRINK'S COMPANY

( NAME OF ISSUER )

COMMON STOCK

(Title of Class of Securities)

109696104

(CUSIP Number)

DECEMBER 31,2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1 (c)
Rule 13d-1 (d)

CUSIP No. 109696104 13G Page 1 of 3 pages

1.
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

JPMorgan Chase Bank, N.A., as Directed Trustee of The Brink's Company Employee Benefits Trust

2.
(b)

1. SEC USE ONLY

4.
United
States

| NUMBER OF | 5. | SOLE
VOTING POWER | 0 |
| --- | --- | --- | --- |
| SHARES | | | |
| BENEFICIALLY | 6. | SHARED
VOTING POWER | 3,274,425 |
| OWNED BY | | | |
| EACH | 7. | SOLE
DISPOSITIVE POWER | 0 |
| REPORTING | | | |
| PERSON WITH | 8. | SHARED
DISPOSITIVE POWER | 3,274,425 |

9.
3,274,425

10.
CERTAIN SHARES

11.
6.75%

1. TYPE OF REPORTING PERSON* BK,OO

| Item
1(a). |
| --- |
| The
Brink's Company |

| Item
1(b). |
| --- |
| 1801
Bayberry Court, Richmond, VA 23226-8100 |

| Item
2(a). |
| --- |
| JPMorgan
Chase Bank, N.A., as Directed Trustee of The Brink's Company Employee Benefits
Trust |

| Item
2(b). |
| --- |
| 1111
Polaris Parkway Columbus, Ohio 43240 |

| Item
2(c). |
| --- |
| United
States |

| Item
2(d). |
| --- |
| Common
Stock |
| Unless otherwise noted,
security being reported is common stock |

Item 2(e). CUSIP Number: 109696104

| Item
3 |
| --- |
| Or
(c), Check Whether the Person Filing is a : |

| (a) | | Broker or dealer registered
under Section 15 of the Exchange Act; |
| --- | --- | --- |
| (b) | X | Bank as defined in
Section 3(a)(6) of the Exchange Act; (See Item 2(a) above) |
| (c) | | Insurance company as
defined in Section 3(a)(19) of the |
| | | Exchange Act; |
| (d) | | Investment company
registered under Section 8 of the Investment |
| | | Company Act; |
| (e) | | An investment adviser
in accordance with Rule 13d-1(b)(1)(ii)(E); |
| (f) | | An employee benefit
plan or endowment fund in accordance with |
| | | Rule 13d-1(b)(1)(ii)(F); |
| (g) | | A parent holding company
or control person in accordance with |
| | | Rule 13d-1(b)(1)(ii)(G); |
| (h) | | A savings association
as defined in Section 3(b) of the Federal |
| | | Deposit Insurance Act; |
| (i) | | A church plan that
is excluded from the definition of an |
| | | Investment company
under Section 3(c)(14) of the Investment |
| | | Company act; |
| (j) | | Group, in accordance
with Rule 13d-1(b)(1)(ii)(J). |

If this statement is filed pursuant to Rule 13d-1(b), check this box. X

Page 2 of 3 pages

ITEM 4. Ownership

| Provide
the following information regarding the aggregate number and | | | |
| --- | --- | --- | --- |
| Percentage
of the class of securities of issuer identified in Item 1. | | | |
| (a) | Amount
beneficially owned: 3,274,425 | | |
| | Including 0 shares where there is a Right to Acquire. | | |
| (b) | Percent
of class: 6.75% | | |
| (c) | Number
of shares as to which such person has: | | |
| | (i) | Sole power to vote or to
direct the vote: | 0 |
| | (ii) | Shared power to vote or
to direct the vote: | 3,274,425 |
| | (iii) | Sole power to dispose or
to direct the disposition of: | 0 |
| | (iv) | Shared power to dispose
or to direct the disposition of: | 3,274,425 |

The 3,274,425 shares of Common Stock are held in the trust (the "Trust") created pursuant to the Trust Agreement, dated December 7, 1992, as amended (the "Trust Agreement"), by and between The Brink's Company, a Virginia Corporation (the "Company"), and JPMorgan Chase Bank, N.A., as trustee (the "Trustee") of the Trust. Except as set forth below, the Trustee has no discretion in the manner in which the shares of Common Stock held in the Trust will be voted. Pursuant to the provisions of the Trust Agreement, the participants and other beneficiaries under the 401(k) Plan of The Brink's Company and its subsidiaries (the "401(k)") will, in effect, determine the manner in which shares of Common Stock held in the Trust are voted or are tendered in response to any tender or exchange offer for shares of Common Stock. Participants and the other beneficiaries under the 401(k) will direct the voting and tendering of shares held in their accounts. The Trustee, upon certification from the trustee of the trust established under the 401(k) (the "401(k) Trustee"), will vote the shares of Common Stock in the Trust in the same proportions as such participants and other beneficiaries directed the voting of shares of Common Stock in the 401(k). Similarly, if a tender or exchange is commenced for shares of Common Stock, the Trustee will tender or exchange the shares of Common Stock held by the Trust in the same proportions as participants and other beneficiaries under the 401(k) direct the 401(k) Trustee with respect to the shares of Common Stock held in the 401(k). Shares of Common Stock acquired pursuant to the Trust Agreement and held in the Trust may be released from the Trust by the Trustee only upon the direction of the Company's Administrative Committee in the manner set forth in the Trust Agreement.

ITEM 5. Ownership of Five Percent or Less of a Class.

Not Applicable

ITEM 6. Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable

| Item
7. |
| --- |
| Security
being reported on by the Parent Holding Company. |
| Not Applicable |

| Item
8. |
| --- |
| Not Applicable |

| Item
9. |
| --- |
| Not Applicable |

ITEM 10. Certifications

| By signing below
I certify that, to the best of my knowledge and belief, |
| --- |
| the securities referred
to above were not acquired and are not held for the |
| purpose of or with
the effect of changing or influencing the control of the |
| issuer of the securities
and were not acquired and are not held in connection |
| with or as a participant
in any transaction having that purpose or effect. |

Page 3 of 3 pages

SIGNATURE
After reasonable inquiry and to
the best of my knowledge and belief, I certify that the
information set forth in this statement
is true, complete and correct.

Dated: FEBRUARY 12,2007
By: /s/ Peter J. Coghill
--------------------------------------
Peter J. Coghill
Vice President

| The original statement shall be
signed by each person on whose behalf the statement |
| --- |
| is filed or his authorized representative.
If the statement is signed on behalf of |
| a person by his authorized representative
(other than an executive officer or general |
| partner of the filing person),
evidence of the representative's authority to sign on |
| behalf of such person shall be
filed with the statement, provided, however, that a |
| power of attorney for this purpose
which is already on file with the commission may |
| be incorporated by reference. The
name and any title of each person who signs the |
| the statement shall be typed or
printed beneath his signature. |