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:	0
			(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.