BRINKS CO — Major Shareholding Notification 2008

Jan 9, 2008

SC 13D/A 1 sc13da401874113_01082008.htm sc13da401874113_01082008.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. 4) 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)

January 8, 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 |
| | 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 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 |
| | 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 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 |
| | 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 | |

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 |
| | 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 | |

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 |
| | 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 | |

6

CUSIP NO. 109696104

The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D as specifically set forth.

Item 4. Purpose of Transaction .

Item 4 is hereby amended to add the following:

On January 8, 2008, Steel Partners II delivered a letter to the Issuer expressing its belief that the Issuer is significantly undervalued and its disappointment that the Issuer has not implemented the strategic alternatives recommended by Steel Partners II and other significant shareholders. Steel Partners II stated that it did not believe the Issuer’s current strategy was in the best interest of shareholders and that it cannot accept the status quo. Steel Partners II believes that significant shareholder value would be unlocked if the Issuer were to pursue a tax free spin-off of one of its two business segments. Steel Partners II demanded an immediate sale of the Issuer to maximize shareholder value should the Issuer choose not to pursue such a spin-off. Steel Partners II further stated that it believes that, due to the steep undervaluation of the Issuer’s common equity, in the interim the Issuer should be aggressively buying back its Shares and should increase its current share repurchase program from $100 million authorization to $500 million. A copy of the letter is attached as an exhibit hereto and is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits .

Item 7 is hereby amended to add the following exhibit:

99.1 Letter from Steel Partners II, L.P. to The Brink’s Company, dated January 8, 2008.

7

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: January
8, 2008 | |
| --- | --- |
| By: | Steel
Partners II GP LLC General
Partner |
| By: | /s/
Sanford Antignas |
| | Sanford
Antignas as
Attorney-In-Fact for Warren G. Lichtenstein, Managing
Member |

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

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

| /s/
Sanford Antignas |
| --- |
| SANFORD
ANTIGNAS as
Attorney-In-Fact for Warren G.
Lichtenstein |

8