BRINKS CO — Major Shareholding Notification 2008

Nov 11, 2008

SC 13G/A 1 brinkscompany11102008v4.htm BRINKS 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)

**(Amendment No. 2) ***

THE BRINK'S COMPANY

( NAME OF ISSUER )

COMMON STOCK

(Title of Class of Securities)

109696104

(CUSIP Number)

September 5, 2008

(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)

• 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 the disclosures provided in a prior cover page. The information required in 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 13G Page 1 of 3 pages

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

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

2.
(b) X

1. SEC USE ONLY

4.
United
States

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

9.
0

10.
CERTAIN SHARES

11.
5.62%

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 Former 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). |

Page 2 of 3 pages

ITEM 4. Ownership

| (a) | Amount
beneficially owned: 0 | | |
| --- | --- | --- | --- |
| | Including 0 shares where there is a Right to Acquire. | | |
| (b) | Percent
of class: 0 % | | |
| (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: | 0 |
| | (iii) | Sole power to dispose or
to direct the disposition of: | 0 |
| | (iv) | Shared power to dispose
or to direct the disposition of: | 0 |

Prior to September 5, 2008, shares of Common Stock were 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. On September 5, 2008, as permitted by the terms of the Trust Agreement, the Company terminated the Trust. In connection with the termination of the Trust, on September 5, 2008, the Trust sold, transferred, assigned, conveyed and delivered to the Company 1,650,518 shares of Common Stock, constituting all shares of Common Stock held by the Trust on that date, in exchange for the forgiveness, release and discharge by the Company of all indebtedness owed by the Trust to the Company, including indebtedness evidenced by the promissory notes, dated December 7, 1992, November 2, 1998, October 20, 1999, July 26, 2001, March 15, 2004, June 16, 2005 and August 31, 2006, originally issued by the Trust to the Company in payment for the original acquisition of the shares of Common Stock by the Trust.

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

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following X

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: NOVEMBER 10,2008
By: /s/ Peter J. Coghill
--------------------------------------
Peter J. Coghill
Vice President