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)
























 
 

THE BRINK'S COMPANY

( NAME OF ISSUER )
 
 

COMMON STOCK

(Title of Class of Securities)
 
 

109696104

(CUSIP Number)
 
 

DECEMBER 31,2006

(Date of Event Which Requires Filing of this Statement)





















Check the appropriate box to designate the rule pursuant to which this Schedule is filed:


   
X Rule 13d-1 (b)
   
Rule 13d-1 (c)
   
Rule 13d-1 (d)

 



 
CUSIP No. 109696104
13G 
Page 1 of 3 pages



 
1.
Names of reporting persons  
  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
   JPMorgan Chase Bank, N.A., as Directed Trustee of The Brink's Company Employee Benefits Trust

 
 



 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) 
    (b) 



 
3.
SEC USE ONLY



 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
  United States

 



 
NUMBER OF
5.
SOLE VOTING POWER 0
SHARES
     
BENEFICIALLY
6.
SHARED VOTING POWER 3,274,425
OWNED BY
     
EACH
7.
SOLE DISPOSITIVE POWER 0
REPORTING
     
PERSON WITH
8.
SHARED DISPOSITIVE POWER 3,274,425

 



 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    3,274,425



 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES  
  CERTAIN SHARES  

 



 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  6.75%

 



 
12.
TYPE OF REPORTING PERSON* BK,OO

 


Item 1(a). Name of Issuer:
  The Brink's Company 
Item 1(b). Address of Issuer's Principal Executive Offices:
  1801 Bayberry Court, Richmond, VA 23226-8100 
   
Item 2(a). Name of Person Filing:
  JPMorgan Chase Bank, N.A., as Directed Trustee of The Brink's Company Employee Benefits Trust
Item 2(b). Address of Principal Business Office or, if None, Residence:
  1111 Polaris Parkway
Columbus, Ohio 43240
Item 2(c). Citizenship
  United States
Item 2(d). Title of Class of Securities:
  Common Stock 
  Unless otherwise noted, security being reported is common stock
Item 2(e). CUSIP Number: 109696104
Item 3 If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
  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).
If this statement is filed pursuant to Rule 13d-1(b), check this box.
X

 


Page 2 of 3 pages


Item 4. Ownership
  Provide the following information regarding the aggregate number and
  Percentage of the class of securities of issuer identified in Item 1.
 
(a)
Amount beneficially owned: 3,274,425
    Including 0 shares where there is a Right to Acquire.
 
(b)
Percent of class: 6.75%
 
(c)
Number of shares as to which such person has:
   
(i)
Sole power to vote or to direct the vote:
   
(ii)
Shared power to vote or to direct the vote: 3,274,425
   
(iii)
Sole power to dispose or to direct the disposition of: 0
   
(iv)
Shared power to dispose or to direct the disposition of: 3,274,425
The 3,274,425 shares of Common Stock are 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.

Except as set forth below, the Trustee has no discretion in the manner in which the shares of Common Stock held in the Trust will be voted.  Pursuant to the provisions of the Trust Agreement, the participants and other beneficiaries under the 401(k) Plan of The Brink's Company and its subsidiaries (the "401(k)") will, in effect, determine the manner in which shares of Common Stock held in the Trust are voted or are tendered in response to any tender or exchange offer for shares of Common Stock.  Participants and the other beneficiaries under the 401(k) will direct the voting and tendering of shares held in their accounts.  The Trustee, upon certification from the trustee of the trust established under the 401(k) (the "401(k) Trustee"), will vote the shares of Common Stock in the Trust in the same proportions as such participants and other beneficiaries directed the voting of shares of Common Stock in the 401(k).  Similarly, if a tender or exchange is commenced for shares of Common Stock, the Trustee will tender or exchange the shares of Common Stock held by the Trust in the same proportions as participants and other beneficiaries under the 401(k) direct the 401(k) Trustee with respect to the shares of Common Stock held in the 401(k).

Shares of Common Stock acquired pursuant to the Trust Agreement and held in the Trust may be released from the Trust by the Trustee only upon the direction of the Company's Administrative Committee in the manner set forth in the Trust Agreement.
 


 
 
 
Item 5. Ownership of Five Percent or Less of a Class. 
               Not Applicable

 
 
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
               Not Applicable

 
 
Item 7. Identification and Classification of the Subsidiary Which Acquired the
  Security being reported on by the Parent Holding Company.
Not Applicable

 
 
Item 8. Identification and Classification of Members of the Group.
Not Applicable

 
 
Item 9. Notice of Dissolution of Group.
  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: FEBRUARY 12,2007 
JPMorgan Chase Bank, N.A., as Directed Trustee of The Brink's Company Employee Benefits Trust
 
By: /s/ Peter J. Coghill
 
--------------------------------------
 
 Peter J. Coghill
 
 Vice President

 
 
 
 
 
 
 
 
The original statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative. If the statement is signed on behalf of
a person by his authorized representative (other than an executive officer or general
partner of the filing person), evidence of the representative's authority to sign on
behalf of such person shall be filed with the statement, provided, however, that a 
power of attorney for this purpose which is already on file with the commission may
be incorporated by reference. The name and any title of each person who signs the
the statement shall be typed or printed beneath his signature.