UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
The Brink's Company
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(Name of Issuer)
Common Stock, par value $1.00 per share
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(Title of Class of Securities)
109696104
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(CUSIP Number)
Thomas R. Hudson Jr.
Pirate Capital LLC
200 Connecticut Avenue, 4th Floor
Norwalk, CT 06854
(203) 854-1100
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 7, 2007
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(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 5 Pages)
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* 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).
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CUSIP NO. 109696104 SCHEDULE 13D PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PIRATE CAPITAL LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
-0-
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,186,238
OWNED BY --------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH -0-
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10 SHARED DISPOSITIVE POWER
2,186,238
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,186,238
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
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14 TYPE OF REPORTING PERSON*
IA
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 109696104 SCHEDULE 13D PAGE 3 OF 5 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
THOMAS R. HUDSON JR.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
-0-
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,186,238
OWNED BY --------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH -0-
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,186,238
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,186,238
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
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14 TYPE OF REPORTING PERSON*
IN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 109696104 SCHEDULE 13D PAGE 4 OF 5 PAGES
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The Schedule 13D filed on February 17, 2006 by Pirate Capital LLC, a Delaware
limited liability company ("Pirate Capital"), and Thomas R. Hudson Jr.
(together, the "Reporting Persons"), relating to the shares of common stock,
$1.00 par value ("Shares"), of The Brink's Company (the "Issuer"), as amended by
Amendment No. 1 on August 9, 2006, Amendment No. 2 on November 21, 2006,
Amendment No. 3 on December 18, 2006, Amendment No. 4 on January 4, 2007, and
Amendment No. 5 on February 9, 2007, and Amendment No. 6 on February 15, 2007,
is hereby amended by this Amendment No. 7 to the Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended and restated as follows:
Funds for the purchase of the Shares reported herein were derived from available
capital of the Holders (as defined below). A total of approximately $87,968,903
was paid to acquire such Shares.
ITEM 4. PURPOSE OF TRANSACTION
On August 7, 2007, Pirate Capital delivered a letter (the "August 7 Letter") to
Michael T. Dan, the Chairman and Chief Executive Officer of the Issuer. The
Letter, among other things, reported the results of a survey undertaken on
behalf of Pirate Capital by D.F. King & Co., Inc. with respect to the corporate
strategy of the Issuer. A copy of the August 7 Letter is attached hereto as
Exhibit J and incorporated herein by reference. On August 8, 2007, the Jolly
Roger Offshore Fund LTD (the "Offshore Fund") made a distribution to
shareholders of the Offshore Fund of their pro rata ownership through the
Offshore Fund of an aggregate of 1,992,992 Shares pursuant to second quarter
redemptions.
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY
Paragraphs (a), (b) and (e) of Item 5 of the Schedule 13D are hereby amended and
restated as follows:
(a) The Reporting Persons beneficially own 2,186,238 Shares, constituting
approximately 4.5% of the Shares outstanding.
The aggregate percentage of Shares beneficially owned by the Reporting
Persons is based upon 48,496,179 Shares outstanding as reported in the Issuer's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2007.
(b) By virtue of its position as general partner of Jolly Roger Fund LP,
Pirate Capital has the power to vote or direct the voting, and to dispose or
direct the disposition of, all of the 362,382 Shares held by Jolly Roger Fund
LP. By virtue of agreements with Jolly Roger Offshore Fund LTD and Jolly Roger
Activist Portfolio Company LTD (together with Jolly Roger Fund LP, the
"Holders"), Pirate Capital LLC has the power to vote or direct the voting, and
to dispose or direct the disposition, of all of the 1,823,856 Shares held by
Jolly Roger Offshore Fund LTD and Jolly Roger Activist Portfolio Company LTD. By
virtue of his position as sole Manager of Pirate Capital, Thomas R. Hudson Jr.
is deemed to have shared voting power and shared dispositive power with respect
to all Shares as to which Pirate Capital has voting power or dispositive power.
Accordingly, Pirate Capital and Thomas R. Hudson Jr. are deemed to have shared
voting and shared dispositive power with respect to an aggregate of 2,186,238
Shares.
(e) August 8, 2007.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 of the Schedule 13D is hereby amended by the addition of the following:
Exhibit A - Joint Acquisition Statement, dated February 17, 2006 (previously
filed)
Exhibit B - Letter to the board of directors, dated August 8, 2006 (previously
filed)
Exhibit C - Letter to the board of directors, dated November 21, 2006
(previously filed)
Exhibit D - Shareholder notification letter, dated November 21, 2006 (previously
filed)
Exhibit E - Demand letter, dated November 21, 2006 (previously filed)
Exhibit F - Letter to the board of directors, dated January 4, 2007 (previously
filed)
Exhibit G - Nomination letter, dated January 4, 2007 (previously filed)
Exhibit H - Agreement with Issuer, dated February 8, 2007 (previously filed)
Exhibit I - Joint Press Release, dated February 8, 2007 (previously filed)
Exhibit J - Letter to the chief executive officer, dated August 7, 2007
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CUSIP NO. 109696104 SCHEDULE 13D PAGE 5 OF 5 PAGES
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SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief, each of
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: August 10, 2007
PIRATE CAPITAL LLC
By: /s/ Thomas R. Hudson Jr.
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Name: Thomas R. Hudson Jr.
Title: Manager
/s/ Thomas R. Hudson Jr.
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Thomas R. Hudson Jr.
EXHIBIT INDEX
Exhibit A - Joint Acquisition Statement, dated February 17, 2006 (previously
filed)
Exhibit B - Letter to the board of directors, dated August 8, 2006 (previously
filed)
Exhibit C - Letter to the board of directors, dated November 21, 2006
(previously filed)
Exhibit D - Shareholder notification letter, dated November 21, 2006 (previously
filed)
Exhibit E - Demand letter, dated November 21, 2006 (previously filed)
Exhibit F - Letter to the board of directors, dated January 4, 2007 (previously
filed)
Exhibit G - Nomination letter, dated January 4, 2007 (previously filed)
Exhibit H - Agreement with Issuer, dated February 8, 2007 (previously filed)
Exhibit I - Joint Press Release, dated February 8, 2007 (previously filed)
Exhibit J - Letter to the chief executive officer, dated August 7, 2007
EXHIBIT J
August 7, 2007
VIA E-MAIL AND FIRST CLASS MAIL
Michael T. Dan
President, Chief Executive Officer
and Chairman of the Board
The Brink's Company
1801 Bayberry Court
P.O. Box 18100 Richmond, VA 23226-8100
Re: Brink's Shareholders
Dear Michael:
Pirate Capital LLC, at considerable expense, hired D.F. King & Co., Inc. ("DF
King") to conduct a survey (based on best available public information) of the
100 largest shareholders of The Brink's Company ("Brink's") to determine the
extent of shareholder interest in having Brink's separated into two publicly
traded companies through a tax-free split-up. While a sale of the company, as
opposed to a tax-free split-up, could be more lucrative to you under your change
in control agreement with Brink's, potentially enriching you with millions of
dollars, I believe the survey is conclusive as to the large shareholder
preference for a split-up. Based on the survey (excluding quantitative/indexed
shareholders that could not take part), DF King concluded that a majority of the
shareholders surveyed supported a tax-free split-up. A summary of the survey
provided by DF King is attached as Appendix A. I think it is reasonable to
assume that if you, as Chief Executive Officer and Chairman of the Board of
Brink's, do not now pursue such a strategy with the board, that other
shareholders may consider voting you off the board at the 2008 annual meeting.
Maybe if you spent less time driving around in company provided cars, flying
around in corporate aircraft, or golfing at the corporate golf course, and
instead focused on listening to the owners of the company (the shareholders),
you would be able to move the company strategically in the direction apparently
favored by shareholders.
Brink's latest earnings release and your public comments stating that you "live
inside the house," and suggesting that you had superior knowledge as to why only
the status quo was an appropriate course of action for Brink's at this time
(without giving any meaningful proof of that) is insulting to all shareholders.
The shareholders of Brink's deserve to know why you (and/or the board) do not
support a split-up of the company at this time given the shareholder analyses
provided to you showing that such a split could significantly increase Brink's'
share price.
You have publicly stated the board utilized the services of multiple advisors to
reach the conclusion not to split the company at this time. Given that this
outcome is inconsistent with the calls from the shareholder base to split the
company, I believe that you should immediately release the advisor analyses to
your shareholders (via a public filing) along with any presentations that may
have been made to the board by these advisors. If there is any information that
is truly sensitive to Brink's from a competitive standpoint, that information
could easily be redacted. If the board, as you have publicly stated, truly
analyzed multiple options for Brink's (which certainly would have included a
split of the company), then publicly release the range of values (both trading
and acquisition values if applicable) these advisors concluded would be possible
for Brink's to achieve as two publicly traded entities. What are you afraid of
Michael? If you and/or the board have decided the company should maintain the
status quo then I believe you have an obligation to the shareholders (owners) of
Brink's to tell them why (in detail, with supporting presentations) you wish to
continue operating Brink's as a single entity and not pursue a simple split-up
of the company to eliminate the conglomerate discount the company now suffers
from.
These are not rhetorical questions Michael. I and the rest of the shareholder
base deserve answers.
Respectfully,
/s/ Thomas R. Hudson Jr.
Thomas R. Hudson Jr.
Manager
cc: Board of Directors
APPENDIX A
Memorandum
To: Thomas R. Hudson, Jr.
From: [D.F. King]
Date: July 10, 2007
Re: The Brink's Company Survey
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D.F. King has conducted a survey on behalf of Pirate Capital LLC of The Brink's
Company's ("Brink's") top 100 shareholders to determine the level of support for
the recommendation put forth in MMI's recent report that Brink's should be split
up into two separate publicly traded companies through a tax-free split-up(1).
Each investor contacted was asked whether or not they supported a tax-free
split-up of Brink's, as outlined in MMI's recent presentation and asked if they
supported the examination of a tax-free split-up by the Brink's Board of
Directors.
The investors surveyed represented 90.17% of the outstanding shares. Holders
representing 49.4% of the shares surveyed (or 44.55% of the outstanding shares)
indicated that they were in favor of Brink's being split into two separate
publicly traded companies through a tax-free split-up. Holders representing
66.95% of the shares surveyed (or 60.37% of the outstanding shares) indicated
that they were in favor of the examination of a tax-free split-up by the Brink's
Board of Directors. Please keep in mind that there were quite a few
quantitative/indexed shareholders that could not take part in the survey (i.e.
[quantitative/indexed shareholders] holding 2.81%, 2.50% and 1.13% of the
outstanding shares respectively) as there is no analytical coverage of
securities held and their internal investment/corporate action committees will
only speak with respect to public corporate actions for legal and compliance
reasons. Excluding such quantitative/indexed investors from the sample pool
would have resulted in a majority of the shares surveyed supporting a tax-free
split-up. Most of the feedback received from institutional investors questioned
why the Board wouldn't review an idea put forth by one of its largest
shareholders and supported by other large shareholders. We also encountered a
few investors who divested their holdings in Brink's because of fear that the
company would not split up the two entities.
From the survey results and qualitative feedback received from the top 100
shareholders of Brink's, we have concluded that there is broad-based support of
a potential tax-free split-up of the company, as well as overwhelming support
for an examination by the Brink's Board of Directors of a tax-free split-up.
Please note that if you or any other member of the Brink's Board of Directors
has any questions with respect to the survey we have conducted, we would willing
to answer any questions you have telephonically, via e-mail or in person.
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(1) D.F. King informed each institution called that Pirate Capital is not
proposing to act in concert or otherwise form a group and is not
recommending that any institution take any particular action, nor is
Pirate Capital initiating, soliciting votes for, or otherwise influencing
any person with respect to any shareholder proposal.