Schedule 13d
| Filed by: | STEEL PARTNERS II LP |
| Subject Company: | BRINKS COMPANY |
| Filed as of Date: | 04/15/2008 |
| View Original Filing on Edgar's | |
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
|
STEEL
PARTNERS II, 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 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
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