SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Under the Securities Exchange Act of 1934
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)
February 9, 2006
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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 9 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 9 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 601,988
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH -0-
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10 SHARED DISPOSITIVE POWER
3,760,200
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,760,200
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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)
6.40%
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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 9 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
3,158,212
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 601,988
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH -0-
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10 SHARED DISPOSITIVE POWER
3,760,200
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,760,200
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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)
6.40%
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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 9 PAGES
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Item 1. SECURITY AND ISSUER
The Schedule 13D filed by Pirate Capital LLC, a Delaware limited liability
company, and Thomas R. Hudson Jr. (together, the "Reporting Persons"), relates
to the shares ("Shares") of common stock, of The Brink's Company (the "Issuer").
The principal executive office of the Issuer is located at 1801 Bayberry Court,
Richmond, Virginia 23226-8100.
ITEM 2. IDENTITY AND BACKGROUND
(a) This statement is filed by Pirate Capital LLC, a Delaware limited liability
company and Thomas R. Hudson Jr. Each of the Reporting Persons is deemed to be
the beneficial owner of the Shares, held by Jolly Roger Fund LP, Jolly Roger
Offshore Fund LTD, Jolly Roger Activist Portfolio Company LTD and Mint Master
Fund LTD (the "Holders"). The Reporting Persons disclaim that they and/or the
Holders are members of a group as defined in Regulation 13D-G.
(b) The principal business address of the Reporting Persons is 200 Connecticut
Avenue, 4th Floor, Norwalk, Connecticut 06854.
(c) The principal business of Pirate Capital LLC is providing investment
management services to investment partnerships and other entities. Thomas R.
Hudson Jr. is the sole owner and Managing Member of Pirate Capital LLC.
(d) None of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Thomas R. Hudson Jr. is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Funds for the purchase of the Shares were derived from available capital
of the Holders. A total of approximately $154,834,381 was paid to acquire the
Shares.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired the Shares believing them to be materially
undervalued. Depending upon overall market conditions, other investment
opportunities available to the Reporting Persons, and the availability of Shares
at prices that would make the purchase of additional Shares desirable, the
Reporting Persons may make further purchases of the Shares from time to time and
may dispose of any or all of the Shares held by them at any time.
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CUSIP NO. 109696104 SCHEDULE 13D PAGE 5 OF 9 PAGES
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Except as set forth herein or such as would occur upon completion of any
of the actions discussed above, none of the Reporting Persons has any present
plan or proposal that would relate to or result in any of the matters set forth
in Item 4 of Schedule 13D. The Reporting Persons intend to review their
investment in the Issuer on a continuing basis. Depending on various factors
including, without limitation, the Issuer's financial position and strategic
direction, price levels of the Shares, conditions in the securities market,
general economic and industry conditions, and actions taken by the Issuer's
board of directors, the Reporting Persons may in the future take such actions
with respect to their investment in the Issuer as they deem appropriate
including, without limitation, purchasing additional Shares or selling some or
all of their Shares, engaging in short selling of or any hedging or similar
transaction with respect to the Shares, electing persons to the Issuer's board
of directors, and, alone or with others, pursuing discussions with the Issuer,
other stockholders and third parties with regard to their investment in the
Issuer, and/or otherwise changing their intentions with respect to any and all
matters referred to in Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
(a) As of the close of business on February 17, 2006, the Reporting
Persons beneficially owned 3,760,200 Shares, constituting approximately 6.40% of
the Shares outstanding.
The aggregate percentage of Shares beneficially owned by the Reporting
Persons is based upon 58,741,521 Shares outstanding, which is the total number
of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q
for the quarter ended September 30, 2005.
(b) By virtue of its position as general partner of Jolly Roger Fund LP
and an agreement between it and the sole owner of Mint Master Fund LTD, Pirate
Capital LLC has the power to vote or direct the voting, and to dispose or direct
the disposition of, all of the 601,988 Shares held by Jolly Roger Fund LP and
Mint Master Fund LTD. By virtue of an agreement with Jolly Roger Offshore Fund
LTD and Jolly Roger Activist Portfolio Company LTD, Pirate Capital LLC has
dispositive power with respect to all of the 3,158,212 Shares held by Jolly
Roger Offshore Fund LTD and Jolly Roger Activist Portfolio Company LTD. By
virtue of his position as sole Managing Member of Jolly Roger Offshore Fund LTD
and Jolly Roger Activist Portfolio Company LTD, Thomas R. Hudson Jr. has sole
voting power with respect to the 3,158,212 Shares held by Jolly Roger Offshore
Fund LTD and Jolly Roger Activist Portfolio Company LTD. By virtue of his
position as sole Managing Member of Pirate Capital LLC, 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, LLC has voting power or dispositive
power; thus giving him an aggregate of shared voting power with respect to the
601,988 Shares and shared dispositive power with respect to 3,760,200 Shares
with Pirate Capital LLC.
(c) The following transactions in the Shares were effected by the
Reporting Persons during the past 60 days. All of the Shares were purchased in
open market transactions, with the exception of 100 shares purchased in a
private transaction pursuant to the exercise of a put.
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CUSIP NO. 109696104 SCHEDULE 13D PAGE 6 OF 9 PAGES
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Jolly Roger Activist Portfolio Company LTD
Trade Date Shares Purchased (Sold) Price per Share
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1/4/2006 50,000 48.22
1/5/2006 25,000 47.83
2/1/2006 1,400 53.03
2/9/2006 309,063 49.58
2/13/2006 100 50.00
2/17/2006 (250,000) 49.15
Jolly Roger Fund LP
Trade Date Shares Purchased (Sold) Price per Share
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2/9/2006 60,557 49.58
2/9/2006 37,631 49.58
2/17/2006 50,000 49.15
Jolly Roger Offshore Fund LTD
Trade Date Shares Purchased (Sold) Price per Share
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12/22/2005 25,700 48.42
12/23/2005 25,000 48.51
12/27/2005 25,000 47.65
12/28/2005 1,200 47.52
12/30/2005 77,000 47.90
1/26/2006 25,000 50.44
2/2/2006 20,400 52.77
2/9/2006 242,228 49.58
2/9/2006 150,521 49.58
2/10/2006 50,000 47.03
2/10/2006 103,500 47.61
2/17/2006 200,000 49.15
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CUSIP NO. 109696104 SCHEDULE 13D PAGE 7 OF 9 PAGES
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Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE COMPANY.
As set forth below, Jolly Roger Activist Portfolio Company LTD sold, as of
January 26, 2006, put options requiring it to purchase an aggregate of 270,000
shares of Common Stock, each of which was sold on the open market. The Jolly
Roger Activist Portfolio Company LTD purchased 100 Shares pursuant to the
exercise of a put on February 13, 2006.
Date of Sale Shares Underlying Exercise Price per Share Expiration Date Purchase Price per Option
Options ($) ($)
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01/26/06 200,000 50.00 02/18/06 1.07
01/27/06 70,000 50.00 02/18/06 .97
Except as otherwise set forth herein, the Reporting Persons do not have
any contract, arrangement, understanding or relationship with any person with
respect to securities of the Company.
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CUSIP NO. 109696104 SCHEDULE 13D PAGE 8 OF 9 PAGES
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SIGNATURES
After reasonable inquiry and to the best of each of the undersigned
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: February 17, 2006
PIRATE CAPITAL LLC
By: /s/ Thomas R. Hudson Jr.
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Name: Thomas R. Hudson Jr.
Title: Portfolio Manager
/s/ Thomas R. Hudson Jr.
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Thomas R. Hudson Jr.
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CUSIP NO. 109696104 SCHEDULE 13D PAGE 9 OF 9 PAGES
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EXHIBIT INDEX
1. Exhibit A - Joint Acquisition Statement, dated February 17, 2006.
EXHIBIT A
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement
on Schedule 13D, is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D, shall be filed on
behalf of each of the undersigned without the necessity of filing additional
joint acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the others, except to the extent that he or it knows or has reason to
believe that such information is inaccurate.
Dated: February 17, 2006
PIRATE CAPITAL LLC
By: /s/ Thomas R. Hudson Jr.
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Name: Thomas R. Hudson Jr.
Title: Portfolio Manager
/s/ Thomas R. Hudson Jr.
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Thomas R. Hudson Jr.