-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Io+hTEQnUyBkigazcijZthTs7xLLUBu6SzLV2nlj7zX2MTdeIguQIGqW++9x3GMG Ek3JwM+t/sYaSbh3JMSe1A== 0001295984-08-000020.txt : 20080606 0001295984-08-000020.hdr.sgml : 20080606 20080606174351 ACCESSION NUMBER: 0001295984-08-000020 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080605 FILED AS OF DATE: 20080606 DATE AS OF CHANGE: 20080606 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BRINKS CO CENTRAL INDEX KEY: 0000078890 STANDARD INDUSTRIAL CLASSIFICATION: ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO [4731] IRS NUMBER: 541317776 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1801 BAYBERRY COURT STREET 2: P O BOX 18100 CITY: RICHMOND STATE: VA ZIP: 23226-1800 BUSINESS PHONE: 8042899623 MAIL ADDRESS: STREET 1: 1801 BAYBERRY COURT STREET 2: P O BOX 18100 CITY: RICHMOND STATE: VA ZIP: 23226-8100 FORMER COMPANY: FORMER CONFORMED NAME: PITTSTON CO DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hudson Thomas R Jr CENTRAL INDEX KEY: 0001333606 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09148 FILM NUMBER: 08886645 BUSINESS ADDRESS: BUSINESS PHONE: 203-854-1100 MAIL ADDRESS: STREET 1: 200 CONNECTICUT AVE STREET 2: 4TH FLOOR CITY: NORWALK STATE: CT ZIP: 06854 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Pirate Capital LLC CENTRAL INDEX KEY: 0001295984 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09148 FILM NUMBER: 08886646 BUSINESS ADDRESS: STREET 1: 200 CONNECTICUT AVENUE STREET 2: 4TH FLOOR CITY: NORWALK STATE: CT ZIP: 06854 BUSINESS PHONE: 203 854 1100 MAIL ADDRESS: STREET 1: 200 CONNECTICUT AVENUE STREET 2: 4TH FLOOR CITY: NORWALK STATE: CT ZIP: 06854 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2008-06-05 0000078890 BRINKS CO BCO 0001295984 Pirate Capital LLC 200 CONNECTICUT AVENUE NORWALK CT 06854 1 0 0 0 0001333606 Hudson Thomas R Jr 200 CONNECTICUT AVENUE NORWALK CT 06854 1 0 0 0 common stock 2008-06-05 4 S 0 137618 70.63 D 1686238 I See footnote 1 common stock 2008-06-06 4 J 0 431712 0 D 1254526 I See footnote 1 Brink's Units (DSAP) common stock 303.49 303.49 D Stock Option (Right to Buy) 61.99 2008-01-01 2017-07-01 common stock 4000 1 D Brink's Units (DSAP) common stock .53 304.02 D Brink's Units (DSAP) common stock .48 304.5 D Brink's Units (DSAP) common stock .45 304.95 D Brink's Units (DSAP) common stock .42 305.37 D Brink's Units (DSAP) common stock 277.62 582.99 D The securities beneficially owned by the Reporting Persons are held directly by Jolly Roger Offshore Fund LTD, an investment fund for which Pirate Capital LLC ("Pirate") serves as investment advisor (the "Fund"). Pirate is deemed to be the indirect beneficial owner of the securities reported herein by reason of its position as investment advisor of the Fund, and may be deemed to hold a fractional pecuniary interest in such shares. Thomas R. Hudson Jr., as the sole manager of Pirate, is also deemed to be the indirect beneficial owner of such securities. The Reporting Persons disclaim beneficial ownership of any and all such securities in excess of their actual pecuniary interest, if any. Thomas R. Hudson Jr., as a participant in the Directors' Stock Accumulation Plan (the "DSAP"), will be entitled to receive a distribution in The Brink's Company ("Brink's") common stock in respect of all Brink's Units in Mr. Hudson's account if, after completing at least five years of service as a non-employee director, Mr. Hudson terminates service for any of the reasons described in the DSAP. The number of Brink's Units credited to Mr. Hudson's account on the Transaction Date is based upon a share price of $65.90, which is the average trading price of Brink's common stock on June 1, 2007, calculated in accordance with the terms of the DSAP. Brink's Units were credited to Mr. Hudson's account under the DSAP as a result of an annual allocation, in accordance with the terms of the DSAP. The option is held directly by Mr. Hudson. Thomas R. Hudson Jr., as a participant in the Directors' Stock Accumulation Plan (the "DSAP"), will be entitled to receive a distribution in The Brink's Company ("Brink's") common stock in respect of all Brink's Units in Mr. Hudson's account if, after completing at least five years of service as a non-employee director, Mr. Hudson terminates service for any of the reasons described in the DSAP. The number of Brink's Units credited to Mr. Hudson's account on the Transaction Date is based upon a share price of $57.11, which is the average trading price of Brink's common stock on September 4, 2007, calculated in accordance with the terms of the DSAP. Brink's Units were credited to Mr. Hudson's account under the DSAP as a result of a dividend payment, in accordance with the terms of the DSAP. Thomas R. Hudson Jr., as a participant in the Directors' Stock Accumulation Plan (the "DSAP"), will be entitled to receive a distribution in The Brink's Company ("Brink's") common stock in respect of all Brink's Units in Mr. Hudson's account if, after completing at least five years of service as a non-employee director, Mr. Hudson terminates service for any of the reasons described in the DSAP. The number of Brink's Units credited to Mr. Hudson's account on the Transaction Date is based upon a share price of $62.96, which is the average trading price of Brink's common stock on December 3, 2007, calculated in accordance with the terms of the DSAP. Thomas R. Hudson Jr., as a participant in the Directors' Stock Accumulation Plan (the "DSAP"), will be entitled to receive a distribution in The Brink's Company ("Brink's") common stock in respect of all Brink's Units in Mr. Hudson's account if, after completing at least five years of service as a non-employee director, Mr. Hudson terminates service for any of the reasons described in the DSAP. The number of Brink's Units credited to Mr. Hudson's account on the Transaction Date is based upon a share price of $67.57, which is the average trading price of Brink's common stock on March 3, 2008, calculated in accordance with the terms of the DSAP. Thomas R. Hudson Jr., as a participant in the Directors' Stock Accumulation Plan (the "DSAP"), will be entitled to receive a distribution in The Brink's Company ("Brink's") common stock in respect of all Brink's Units in Mr. Hudson's account if, after completing at least five years of service as a non-employee director, Mr. Hudson terminates service for any of the reasons described in the DSAP. The number of Brink's Units credited to Mr. Hudson's account on the Transaction Date is based upon a share price of $72.04, which is the average trading price of Brink's common stock on June 2, 2008, calculated in accordance with the terms of the DSAP. Brink's Units were credited to Mr. Hudson's account under the DSAP as a result of a dividend payment, in accordance with the terms of the DSAP. Brink's Units were credited to Mr. Hudson's account under the DSAP as a result of an annual allocation, in accordance with the terms of the DSAP. Distributions to shareholders in the Jolly Roger Portfolio Company LTD (the "Activist Fund") of their pro rata ownership through the Activist Fund of shares of Brink's common stock. /s/ Pirate Capital LLC, by Thomas R. Hudson Jr. its Portfolio Manager 2008-06-06 /s/ Thomas R. Hudson Jr. 2008-06-06 -----END PRIVACY-ENHANCED MESSAGE-----