BRINKS CO — Major Shareholding Notification 2008

Apr 15, 2008

SC 13D/A 1 sc13da601874113_04102008.htm sc13da601874113_04102008.htm Licensed to: Olshan Document Created using EDGARizer 4.0.5.0 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved

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. 6) 1

The Brink’s Company

(Name of Issuer)

Common Stock, par value $1.00

(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)

April 10, 2008

(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
(1) |
| | 8 | SHARED
VOTING POWER - 0 - |
| | 9 | SOLE
DISPOSITIVE POWER 3,027,310
(1) |
| | 10 | SHARED
DISPOSITIVE POWER - 0 - |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,027,310
(1) | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | ¨ |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3% | |
| 14 | TYPE
OF REPORTING PERSON PN | |

(1) Includes 1,600,000 Shares underlying call options.

2

CUSIP NO. 109696104

| 1 | NAME
OF REPORTING PERSON STEEL PARTNERS II GP
LLC | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS AF | |
| 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
(1) |
| | 8 | SHARED
VOTING POWER - 0 - |
| | 9 | SOLE
DISPOSITIVE POWER 3,027,310
(1) |
| | 10 | SHARED
DISPOSITIVE POWER - 0 - |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,027,310
(1) | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | ¨ |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3% | |
| 14 | TYPE
OF REPORTING PERSON OO | |

(1) Includes 1,600,000 Shares underlying call options.

3

CUSIP NO. 109696104

| 1 | NAME
OF REPORTING PERSON STEEL PARTNERS II MASTER FUND
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 AF | |
| 5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e) | ¨ |
| 6 | CITIZENSHIP
OR PLACE OF ORGANIZATION CAYMAN
ISLANDS | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE
VOTING POWER 3,027,310
(1) |
| | 8 | SHARED
VOTING POWER - 0 - |
| | 9 | SOLE
DISPOSITIVE POWER 3,027,310
(1) |
| | 10 | SHARED
DISPOSITIVE POWER - 0 - |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,027,310
(1) | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | ¨ |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3% | |
| 14 | TYPE
OF REPORTING PERSON PN | |

(1) Includes 1,600,000 Shares underlying call options.

4

CUSIP NO. 109696104

| 1 | NAME
OF REPORTING PERSON STEEL PARTNERS
LLC | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o |
| 3 | SEC
USE ONLY | |
| 4 | SOURCE
OF FUNDS AF | |
| 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
(1) |
| | 8 | SHARED
VOTING POWER - 0 - |
| | 9 | SOLE
DISPOSITIVE POWER 3,027,310
(1) |
| | 10 | SHARED
DISPOSITIVE POWER - 0 - |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,027,310
(1) | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | ¨ |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3% | |
| 14 | TYPE
OF REPORTING PERSON OO | |

(1) Includes 1,600,000 Shares underlying call options.

5

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 AF | |
| 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
(1) |
| | 8 | SHARED
VOTING POWER - 0 - |
| | 9 | SOLE
DISPOSITIVE POWER 3,027,310
(1) |
| | 10 | SHARED
DISPOSITIVE POWER - 0 - |
| 11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,027,310
(1) | |
| 12 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | ¨ |
| 13 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3% | |
| 14 | TYPE
OF REPORTING PERSON IN | |

(1) Includes 1,600,000 Shares underlying call options.

6

CUSIP NO. 109696104

The following constitutes Amendment No. 6 to the Schedule 13D filed by the undersigned (“Amendment No. 6”). This Amendment No. 6 amends the Schedule 13D as specifically set forth.

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

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

The aggregate purchase price of the 1,427,310 Shares owned directly by Steel Partners II is approximately $48,254,732, including brokerage commissions. The aggregate purchase price of the call options exercisable into 1,600,000 Shares owned directly by Steel Partners II is $18,228,000, including brokerage commissions. The securities of the Issuer owned by Steel Partners II were acquired with partnership funds.

Steel Partners II effects purchases of securities primarily through margin accounts maintained for it with prime brokers, which may extend margin credit to it as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the prime brokers’ credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.

ITEM 5. Interest in Securities of the Issuer .

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 48,056,236 Shares outstanding, which is the total number of Shares outstanding as of February 26, 2008 as reported in the Issuer’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 20, 2008.

As of the close of business on April 14, 2008, Steel Partners II beneficially owned 3,027,310 Shares (including 1,600,000 Shares underlying call options), constituting approximately 6.3% of the Shares outstanding. By virtue of their relationships with Steel Partners II discussed in further detail in Item 2, each of Steel GP LLC, Steel Master, Partners LLC and Warren G. Lichtenstein may be deemed to beneficially own the Shares owned by Steel Partners II.

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

(c) Schedule A annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons since the filing of Amendment No. 5 to the Schedule 13D. All of such transactions were effected in the open market.

7

CUSIP NO. 109696104

ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer .

Item 6 is hereby amended to add the following:

As of the close of business on April 14, 2008, Steel Partners II had entered into the following transactions in derivative securities of the Issuer with unrelated third parties:

| Class
of Security | Number
of Underlying
Shares | Expiration Date | Strike Price
($) |
| --- | --- | --- | --- |
| Call
Option | 200,000 | 09/20/2008 | 60.00 |
| Short
Call Option | (200,000) | 09/20/2008 | 80.00 |
| Call
Option | 200,000 | 09/20/2008 | 60.00 |
| Short
Call Option | (200,000) | 09/20/2008 | 80.00 |
| Call
Option | 300,000 | 09/20/2008 | 60.00 |
| Short
Call Option | (300,000) | 09/20/2008 | 80.00 |
| Call
Option | 300,000 | 09/20/2008 | 60.00 |
| Short
Call Option | (300,000) | 09/20/2008 | 80.00 |
| Call
Option | 300,000 | 09/20/2008 | 60.00 |
| Short
Call Option | (300,000) | 09/20/2008 | 80.00 |
| Call
Option | 300,000 | 09/20/2008 | 60.00 |
| Short
Call Option | (300,000) | 09/20/2008 | 80.00 |

8

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:
April 15, 2008 | |
| --- | --- |
| By: | Steel
Partners II GP LLC General
Partner |

| By: |
| --- |
| Lauren
Isenman as
Attorney-In-Fact for Warren G. Lichtenstein, Managing
Member |

| STEEL
PARTNERS II GP LLC | |
| --- | --- |
| By: | /s/
Lauren Isenman |
| | Lauren
Isenman as
Attorney-In-Fact for Warren G. Lichtenstein, Managing
Member |

| STEEL
PARTNERS II MASTER FUND L.P. | |
| --- | --- |
| By: | Steel
Partners II GP LLC General
Partner |
| By: | /s/
Lauren Isenman |
| | Lauren
Isenman as
Attorney-In-Fact for Warren G. Lichtenstein, Managing
Member |

| STEEL
PARTNERS LLC | |
| --- | --- |
| By: | /s/
Lauren Isenman |
| | Lauren
Isenman as
Attorney-In-Fact for Warren G. Lichtenstein, Manager |

| /s/
Lauren Isenman |
| --- |
| LAUREN
ISENMAN as
Attorney-In-Fact for Warren G.
Lichtenstein |

9

CUSIP NO. 109696104

SCHEDULE A

Transactions in Securities of the Issuer Since the Filing of Amendment No. 5 to the Schedule 13D

Class of Security Securities Purchased / (Sold) Price ($) Date of Purchase / Sale

STEEL PARTNERS II, L.P.

| Common
Stock | (300,000) | 67.8000 | 04/01/08 |
| --- | --- | --- | --- |
| Call
Option ($60.00
Strike Price) | 3,000 | 11.2000 | 04/01/08 |
| Short
Call Option ($80.00
Strike Price) | (3,000) | -- | 04/01/08 |
| Common
Stock | (300,000) | 68.4000 | 04/08/08 |
| Call
Option ($60.00
Strike Price) | 3,000 | 11.5000 | 04/08/08 |
| Short
Call Option ($80.00
Strike Price) | (3,000) | -- | 04/08/08 |
| Common
Stock | (300,000) | 68.8000 | 04/10/08 |
| Call
Option ($60.00
Strike Price) | 3,000 | 11.9000 | 04/10/08 |
| Short
Call Option ($80.00
Strike Price) | (3,000) | -- | 04/10/08 |

STEEL PARTNERS II GP LLC

None

STEEL PARTNERS II MASTER FUND L.P.

None

STEEL PARTNERS LLC

None

WARREN G. LICHTENSTEIN

None

10