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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
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THE BRINK'S COMPANY
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(Name of Issuer)
COMMON STOCK, PAR VALUE $1 PER SHARE
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(Title of Class of Securities)
109696104
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(CUSIP Number)
JEROME J. LANDE
MMI INVESTMENTS, L.P.
152 West 57th Street
New York, New York 10019
(212) 586-4333
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
FEBRUARY 2, 2004
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(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.
SEC 1746 (11-03)
Page 2 of 10
CUSIP No. 109696104
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1. Names Of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
MMI Investments, L.P.
I.R.S. Identification No.: 141810589
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
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3. SEC Use Only
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4. Source of Funds (See Instructions)
00
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) OR 2(e)
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6. Citizenship or Place of Organization
Delaware
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7. Sole Voting Power
Number of
2,906,500
Shares -----------------------------------------------------------------
8. Shared Voting Power
Beneficially
Owned by Each -----------------------------------------------------------------
9. Sole Dispositive Power
Reporting
2,906,500
Person -----------------------------------------------------------------
10. Shared Dispositive Power
With
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,906,500
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12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
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13. Percent of Class Represented by Amount in Row (11)
5.4%
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14. Type of Reporting Person (See Instructions)
PN
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Page 3 of 10
CUSIP No. 109696104
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1. Names Of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
MCM Management,LLC
I.R.S. Identification No.: 141814578
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
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3. SEC Use Only
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4. Source of Funds (See Instructions)
AF
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) OR 2(e)
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6. Citizenship or Place of Organization
Delaware
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7. Sole Voting Power
Number of
2,906,500
Shares -----------------------------------------------------------------
8. Shared Voting Power
Beneficially
Owned by Each -----------------------------------------------------------------
9. Sole Dispositive Power
Reporting
2,906,500
Person -----------------------------------------------------------------
10. Shared Dispositive Power
With
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,906,500
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12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
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13. Percent of Class Represented by Amount in Row (11)
5.4%
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14. Type of Reporting Person (See Instructions)
00
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Page 4 of 10
ITEM 1. SECURITY AND ISSUES
This statement 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
ITEM 2. IDENTITY AND BACKGROUND
(a) This Statement is being filed on behalf of (i) MMI Investments, L.P., a
Delaware limited partnership ("MMI Investments") and (ii) MCM Management, LLC, a
Delaware limited liability company that is the sole general partner of MMI
Investments ("MCM"). MMI Investments and MCM are herein together sometimes
called the "Reporting Persons". Set forth on Schedule I, annexed to this
Statement and incorporated herein by reference, is the name, business address
and present principal occupation or employment, and the name and address of any
corporation or other organization in which such occupation or employment is
conducted, of each of the voting members and executive officers of MCM as of the
date hereof.
(b) The business address of both of the Reporting Persons is 152 West 57th
Street, New York, New York 10019.
(c) MMI Investments is engaged primarily in the business of investing in
publicly traded securities. MCM is the sole general partner of MMI Investments
and its principal business is investing in publicly traded securities.
(d) Neither of the Reporting Persons nor, to each Reporting Person's
knowledge, any individual listed on Schedule I is required to disclose legal
proceedings pursuant to Item 2(d) of Schedule 13D.
(e) Neither of the Reporting Persons nor, to each Reporting Person's
knowledge, any individual listed on Schedule I is required to disclose legal
proceedings pursuant to Item 2(e) of Schedule 13D.
(f) To each Reporting Person's knowledge, each of the individuals
identified on Schedule I is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS
The total purchase price of the 2,906,500 shares of Common Stock (the
"Shares") purchased by MMI Investments was $62,124,172, all of which has been
financed by incurring margin loans. These margin loans were obtained from Bear,
Stearns & Co. Inc. under customary terms and conditions. The entire principal
amount of such margin loans remains outstanding as of the date of this
Statement.
ITEM 4. PURPOSE OF TRANSACTION
MMI Investments purchased the Shares as part of its investment activities.
The Reporting Persons intend to review and evaluate the investment by MMI
Investments in the Common Stock of the Issuer on an ongoing basis and may,
depending upon their evaluation of the business and prospects of the Issuer, or
such other considerations as they may deem relevant, determine to increase,
decrease, or dispose of MMI Investment's holdings of Common Stock. As a part of
such review and evaluation, the Reporting Persons may communicate with the
Issuer's management, directors and other shareholders.
Page 5 of 10
Other than as described in this Item 4, neither Reporting Person, nor, to
the knowledge of each Reporting Person, any individuals listed on Schedule I,
has any current plan or proposal that relates to or would result in any of the
transactions or other matters specified in clauses (a) through (j) of Item 4 of
Schedule 13D; PROVIDED that the Reporting Persons reserve the right to develop
such plans or proposals.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(b) Based on 54,253,423 shares of Common Stock outstanding as of
November 3, 2003, as reported in the Issuer's Form 10Q filed November 14, 2003,
the Shares owned by MMI Investments represent approximately 5.4% 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 to 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) Except for the open market purchases of Common Stock by MMI Investments
set forth in Schedule II attached hereto and incorporated herein by reference,
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.
(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.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
By virtue of being the general partner of MMI Investments, MCM may be
deemed to be the beneficial owner of the Shares of the Issuer owned by MMI
Investments. Other than as described in Item 3 of this Statement, there are no
contracts, arrangements or understandings between either of the Reporting
Persons and any other person with respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
See Exhibit Index appearing elsewhere herein, which is incorporated herein
by reference.
-5-
Page 6 of 10
SIGNATURE
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: February 6, 2004
MMI INVESTMENTS, L.P.
By: MCM Management, LLC
General Partner
By: /s/ JEROME J. LANDE
------------------------------
Jerome J. Lande
Vice President
MCM MANAGEMENT, LLC
By: /s/ JEROME J. LANDE
------------------------------
Jerome J. Lande
Vice President
-6-
Page 7 of 10
SCHEDULE I
MCM MANAGEMENT, LLC ("MCM")
Voting Members and Executive Officers
NAME AND BUSINESS ADDRESS POSITION AND PRINCIPAL OCCUPATION
John S. Dyson Voting Member and Chairman of MCM;
152 West 57th Street Voting Member and Chairman of Millcap
New York, New York 10019 Advisors, LLC ("Millcap"), a Delaware
limited liability company, 152 West 57th
Street, New York, New York 10019
Clay B. Lifflander Voting Member and President of MCM;
152 West 57th Street Voting Member and President of Millcap
New York, New York 10019
Alan L. Rivera Voting Member, Executive Vice President,
152 West 57th Street and Secretary of MCM;
New York, New York 10019 Voting Member, Executive Vice President,
Chief Financial Officer and General Counsel
of Millcap
-7-
Page 8 of 10
SCHEDULE II
OPEN MARKET PURCHASES BY MMI INVESTMENTS
DURING THE PAST 60 DAYS
Trade Date Number of Shares Price/Share
12/4/2003 50,000 22.04
12/5/2003 40,000 21.84
12/8/2003 35,000 21.77
12/9/2003 45,000 21.66
1/5/2004 20,000 22.79
1/6/2004 1,800 22.96
1/7/2004 10,900 22.87
1/8/2004 3,900 23.02
1/13/2004 17,100 23.56
1/14/2004 3,700 23.68
1/15/2004 43,200 23.92
1/16/2004 40,000 24.88
1/20/2004 34,700 24.62
1/21/2004 15,800 24.99
1/22/2004 83,900 25.39
1/23/2004 60,000 25.28
1/26/2004 43,300 25.24
1/27/2004 155,000 24.97
1/28/2004 90,000 24.56
1/29/2004 142,000 23.94
1/30/2004 20,000 23.68
2/2/2004 30,000 23.53
2/3/2004 135,000 23.24
2/4/2004 55,800 23.84
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Page 9 of 10
EXHIBIT INDEX
NUMBER DESCRIPTION
1. Joint Filing Agreement dates as of February 6, 2004, by and between MMI
Investments and MCM
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Page 10 of 10
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act
of 1934, as amended, each of the undersigned does hereby consent and agree to
the joint filing on behalf of each of them of a Statement on Schedule 13D and
all amendments thereto with respect to the Common Stock, Par Value $1 Per
Share, of The Brink's Company beneficially owned by each of them, and to the
inclusion of this Joint Filing Agreement as an exhibit thereto.
Date: February 6, 2004
MMI INVESTMENTS, L.P.
By: MCM Management, LLC
General Partner
By: /s/ JEROME J. LANDE
------------------------------
Jerome J. Lande
Vice President
MCM MANAGEMENT, LLC
By: /s/ JEROME J. LANDE
------------------------------
Jerome J. Lande
Vice President
-10-