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SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
The Brink's Company
(Name of Issuer)
Common Stock, par
value $1 per share
(Title of Class of Securities)
109696104
(CUSIP Number)
Jerome J. Lande
MMI Investments, L.P.
1370 Avenue of the Americas
New York, New York 10019
(212) 586-4333
(Name, Address and
Telephone Number of Person Authorized
to Receive Notices and Communications)
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September 28, 2006
(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 Sections 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 Section 240.13d-7 for other parties to whom copies are to be sent.
* 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).
PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
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CUSIP No. 109696104 |
|||
1. |
NAMES OF REPORTING PERSONS...........................MMI Investments, L.P. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 141810589 |
||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) [ ] (b) [ ] |
|
| 3. |
SEC USE ONLY |
||
| 4. |
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
OO |
|
| 5. |
CHECK 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 |
7. SOLE VOTING POWER |
4,008,000 |
|
| BENEFICIALLY OWNED BY |
8. SHARED VOTING POWER |
||
| EACH REPORTING |
9. SOLE DISPOSITIVE POWER |
4,008,000 |
|
| PERSON WITH |
10. SHARED DISPOSITIVE POWER |
||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
4,008,000 |
|
| 12. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
[ ] |
|
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
8.5% |
|
| 14. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
PN |
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CUSIP No. 109696104 |
|||
1. |
NAMES OF REPORTING PERSONS...........................MCM Capital Management, LLC I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 141814578 |
||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) [ ] (b) [ ] |
|
| 3. |
SEC USE ONLY |
||
| 4. |
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
AF |
|
| 5. |
CHECK 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 |
7. SOLE VOTING POWER |
4,008,000 |
|
| BENEFICIALLY OWNED BY |
8. SHARED VOTING POWER |
||
| EACH REPORTING |
9. SOLE DISPOSITIVE POWER |
4,008,000 |
|
| PERSON WITH |
10. SHARED DISPOSITIVE POWER |
||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
4,008,000 |
|
| 12. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
[ ] |
|
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
8.5% |
|
| 14. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
OO |
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This Amendment No. 3 on Schedule 13D (this “Statement”) relates to the Common Stock, Par Value $1 Per Share (the “Common Stock”), of The Brink's Company, a Virginia corporation (the “Issuer”), the principal executive offices of which are located at 1801 Bayberry Court, Richmond, Virginia 23226-8100. This Amendment No. 3 amends and restates in full each of the items set forth below. Terms not defined in this Amendment No. 3 shall have the respective meanings given to such terms in the Schedule 13D as originally deemed filed on February 6, 2004 ("Original 13D").
The total purchase price of the 4,008,000 shares of Common Stock (the “Shares”) purchased by MMI Investments was $100,342,945; the source of funds is a combination of MMI's working capital and margin loans. These margin loans were obtained from Bear, Stearns & Co. Inc. and Merrill Lynch & Co. under customary terms and conditions. The entire principal amount of such margin loans remains outstanding as of the date of this Statement.
(a)-(b) Based on 47,317,653 shares of Common Stock outstanding as of August 1, 2006, as reported in the Issuer’s Form 10-Q filed August 4, 2006 (which reflects repurchases of Common Stock by the Issuer subsequent to the filing of Amendment No. 2 to the Original 13D), the Shares owned by MMI Investments represent approximately 8.5% of the outstanding Common Stock. MMI Investments has the sole power to direct the vote and disposition of such Shares on the date of this Statement. However, by virtue of being the general partner of MMI Investments, MCM may be deemed to be the beneficial owner of the Shares owned by MMI Investments and have sole power over the voting and disposition of such Shares as a result of its having the sole power to make voting and disposition decisions on behalf of MMI Investments with respect to such Shares.
Except for the Shares owned by MMI Investments, as of the date hereof, neither MCM nor, to MMI Investments' and MCM's knowledge, any of the persons listed on Schedule I, owns any Common Stock of the Issuer or has any right to acquire, directly or indirectly, any beneficial ownership of other Common Stock of the Issuer.
(c) There have been no transactions with respect to the Common Stock during the past 60 days by MMI Investments, MCM, or, to either Reporting Person’s knowledge, any of the persons listed on Schedule I, except for the open market purchase of 100,000 shares by MMI Investments on September 28, 2006, at a price of $53.45 per share.
(d) No person other than MMI Investments is known to either Reporting Person to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of, any of the Shares referred to in Item 5(a) above.
(e) Not applicable.
See Exhibit Index appearing elsewhere herein, which is incorporated herein by reference.
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After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete, and correct.
Pursuant to Rule 13d-1(k) (1) (iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached statement is filed on behalf of each of them.
Date: September 28, 2006
| MMI INVESTMENTS, L.P. By: MCM Capital Management, LLC General Partner By: /s/ JEROME J. LANDE Jerome J. Lande Executive Vice President MCM CAPITAL MANAGEMENT, LLC By: /s/ JEROME J. LANDE Jerome J. Lande Executive Vice President |
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| Name and Business Address | Position and Principal Occupation | |
|---|---|---|
John S. Dyson 1370 Avenue of the Americas New York, New York 10019 |
Voting Member and Chairman of MCM; Voting Member and Chairman of Millcap Advisors, LLC ("Millcap"), a Delaware limited liability company 1370 Avenue of the Americas, New York, New York 10019 | |
Clay B. Lifflander 1370 Avenue of the Americas New York, New York 10019 |
Voting Member and President of MCM; Voting Member and President of Millcap |
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| Number | Description |
|---|---|
| 1. |
Joint Filing Agreement dated as of February 6, 2004, by and between MMI Investments and MCM (incorporated by reference to Exhibit 1 to Amendment No. 1 to the Schedule 13D). |
| 2. |
Letter and attachment, dated April 20, 2005, from MMI Investments to the Board of Directors of The Brink's Company (incorporated by reference to Exhibit 2 to Amendment No. 1 to the Schedule 13D). |
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