UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the year ended December 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to _____________
Commission file number 1-9148
1994 EMPLOYEE STOCK PURCHASE PLAN OF THE BRINK'S COMPANY
(Full title of the Plan)
THE BRINK'S COMPANY
(Name of the issuer of securities held pursuant to the Plan)
P.O. BOX 18100
1801 BAYBERRY COURT
RICHMOND, VIRGINIA 23226-8100
(Address of issuer's principal (Zip Code)
executive offices)
Independent Auditors' Report
----------------------------
The Participants of the 1994 Employee Stock
Purchase Plan of The Brink's Company:
We have audited the accompanying statements of financial condition of the 1994
Employee Stock Purchase Plan of The Brink's Company (the "Plan") as of December
31, 2003 and 2002, and the related statements of income and changes in plan
equity for each of the years in the three-year period ended December 31, 2003.
These financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the 1994 Employee Stock
Purchase Plan of The Brink's Company as of December 31, 2003 and 2002, and the
income and changes in plan equity for each of the years in the three-year period
ended December 31, 2003, in conformity with accounting principles generally
accepted in the United States of America.
/s/ KPMG LLP
KPMG LLP
Richmond, Virginia
March 12, 2004
1994 EMPLOYEE STOCK PURCHASE PLAN OF THE BRINK'S COMPANY
STATEMENTS OF FINANCIAL CONDITION
DECEMBER 31, 2003 AND 2002
2003 2002
---------------------------------------------------------------------------------------
Assets:
Contributions receivable from The Brink's Company $ 1,140,136 1,021,013
---------------------------------------------------------------------------------------
Total assets $ 1,140,136 1,021,013
=======================================================================================
Liabilities and Plan equity:
Share purchase obligations $ 1,140,136 1,021,013
---------------------------------------------------------------------------------------
Total liabilities and Plan equity $ 1,140,136 1,021,013
=======================================================================================
See accompanying notes to financial statements.
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1994 EMPLOYEE STOCK PURCHASE PLAN OF THE BRINK'S COMPANY
STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
Years Ended December 31, 2003, 2002 and 2001
2003 2002 2001
----------------------------------------------------------------------------------------------------------------
Income:
Participant contributions $ 2,255,158 1,986,262 1,651,519
----------------------------------------------------------------------------------------------------------------
2,255,158 1,986,262 1,651,519
----------------------------------------------------------------------------------------------------------------
Withdrawals:
Contributions transferred or owed to participants' accounts 2,255,158 1,986,262 1,651,519
----------------------------------------------------------------------------------------------------------------
Increase (decrease) in Plan equity - - -
Plan equity-beginning of year - - -
----------------------------------------------------------------------------------------------------------------
Plan equity-end of year $ - - -
----------------------------------------------------------------------------------------------------------------
See accompanying notes to financial statements.
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1994 EMPLOYEE STOCK PURCHASE PLAN OF THE BRINK'S COMPANY
NOTES TO FINANCIAL STATEMENTS
NOTE 1. SUMMARY OF PLAN AND SIGNIFICANT ACCOUNTING POLICIES
In May, 2003, the shareholders of The Pittston Company approved a proposal to
change the Company's name to "The Brink's Company." The Company's shares now
trade on the New York Stock Exchange under the symbol "BCO." The Company's
shares previously traded on the New York Stock Exchange under the symbol "PZB."
The following description of the 1994 Employee Stock Purchase Plan of The
Brink's Company (the "Plan") provides only general information. Participants
should refer to the Plan document for a more complete description of the Plan's
provisions. The Plan is an "employee stock purchase plan" within the meaning of
Section 423 of the Internal Revenue Code of 1986, as amended, (the "Code")
covering all eligible employees of The Brink's Company and its subsidiaries. The
Plan years begin on January 1 and end on December 31.
Purchase Price and Transfers of Common Stock
The purchase price (the "Purchase Price") for each share of common stock to be
purchased under the Plan is 85% of the Fair Market Value (as defined in the
Plan) of such share on either (a) the first day of each six-month period
commencing on July 1 or January 1 (the "Offering Date") or (b) the last day of
each six-month period from an Offering Date (the "Purchase Date"), whichever is
less. The Fair Market Value with respect to shares of common stock is generally
defined as the average of the high and low quoted sales price of a share of such
stock on the applicable date as reported on the New York Stock Exchange
Composite Transactions Tape.
As of the Purchase Date, with respect to each six-month period from an Offering
Date to and including the Purchase Date (the "Offering Period"), the amount then
in a participant's account is applied to the purchase of the number of whole
shares of common stock determined by dividing such amount by the applicable
Purchase Price. Any amounts remaining at the end of an offering period are
accumulated and used to purchase shares during the next offering period.
The maximum number of shares of Brink's Common Stock which may be issued or
allocated pursuant to the Plan is 984,905 of which 920,987 shares had been
issued as of December 31, 2003.
Eligibility
Generally, any employee of The Brink's Company or a designated subsidiary (a
"Subsidiary") is eligible to participate in the Plan if he or she is customarily
employed for at least 20 hours per week; provided, however, that in the case of
an employee who is covered by a collective bargaining agreement, he or she shall
not be considered an eligible employee unless and until the labor organization
representing such individual has accepted the Plan on behalf of the employees in
the collective bargaining unit. Any eligible employee shall continue to be an
eligible employee during an approved leave of absence provided such employee's
right to continue employment with The Brink's Company or a Subsidiary upon
expiration of such employee's leave of absence is guaranteed either by statute
or by contract with or a policy of The Brink's Company or a Subsidiary. At
December 31, 2003 and 2002, the Plan had a total of 980 and 919 participants,
respectively.
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Participant Contributions
Participants can elect to contribute any whole percentage from 1% up to and
including 10% of their annual base rate of pay, including commissions, but
generally excluding overtime or premium pay ("Compensation"), up to a maximum of
$12,750 per calendar year, provided that the amount withheld by a participant
during the Offering Period does not exceed 50% of such participant's
Compensation determined on the Offering Date. A participant may reduce (but not
increase) the rate of payroll withholding during an Offering Period at any time
prior to the end of such Offering Period for which such reduction is to be
effective. Not more than one reduction may be made in any Offering Period unless
otherwise determined by nondiscriminatory rules. A participant may elect to
cease active participation in the Plan at any time up to the end of an Offering
Period by filing the appropriate form with the committee that administers the
Plan. A participant who elects to cease participation in the Plan may not resume
participation in the Plan until after the expiration of the then current
Offering Period.
No participant shall have a right to purchase shares of common stock if (a) such
participant, immediately after electing to purchase such shares, would own
common stock possessing 5% or more of the total combined voting power or value
of the stock of The Brink's Company or of any Subsidiary, or (b) the rights of
such participant to purchase common stock under the Plan would accrue at a rate
that exceeds $25,000 of Fair Market Value of such common stock (determined at
the time or times such rights are granted) for each calendar year for which such
rights are outstanding at any time.
Refund to Participants if Terminated
In the event of the termination of a participant's employment for any reason,
including retirement or death, or the failure of a participant to remain
eligible under the terms of the Plan, any amounts credited to such participant's
account will be refunded, without interest, to such individual or, in the event
of his or her death, to his or her legal representative.
Termination or Amendment of the Plan
The Plan will remain in effect until June 30, 2007, unless extended pursuant to
shareholder approval.
The Board of Directors of The Brink's Company may, at any time and from time to
time, amend (including, but not limited to, amendments to the Plan to increase
the Purchase Price), modify or terminate the Plan, but no such amendment or
modification without the approval of the shareholders shall: (a) increase the
maximum number of shares of common stock which may be issued pursuant to the
Plan; (b) permit the issuance of any shares of common stock at a purchase price
less than that provided in the Plan as approved by the shareholders; (c) extend
the term of the Plan; or (d) cause the Plan to fail to meet the requirements of
an "employee stock purchase plan" under the Code.
Basis of Accounting
The accompanying financial statements are prepared on the accrual basis of
accounting.
Use of Estimates
The preparation of the financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets, liabilities, and changes therein, and disclosure of contingent assets
and liabilities. Actual results could differ materially from those estimates.
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Income Taxes
The Plan, and the rights of participants to make purchases thereunder, is
intended to qualify as an "employee stock purchase plan" under Section 423 of
the Code. The Plan is not qualified under Section 401(a) of the Code. Pursuant
to Section 423 of the Code, no income (other than dividends) will be taxable to
a participant until disposition of the shares purchased under the Plan. Upon the
disposition of the shares, the participant will generally be subject to tax and
the amount and character of the tax will depend upon the holding period.
Dividends received on shares held by the Plan on behalf of a participant are
taxable to the participant as ordinary income. Therefore, the Plan does not
provide for income taxes.
Administrative Costs
All administrative costs incurred by the Plan are paid by The Brink's Company.
Proposed Amendments to the Plan
At the annual shareholders' meeting on May 7, 2004, the shareholders of The
Brink's Company will vote on an Amended and Restated Plan, which will include an
increase in the number of shares that may be issued under the Plan by 500,000
shares, the extension of the term of the Plan until June 30, 2010 and the
ratification of amendments approved from time to time by the Board of Directors.
Such Amendments include eliminating the tracking stock structure, clarifying
when employees become beneficial owners of shares purchased under the plan,
reflecting new listing arrangements, extending the Plan's term through June 30,
2007, eliminating the six month waiting period for employee participation and
changing the name of the Plan to reflect the Company's new name.
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Signature
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
1994 Employee Stock Purchase Plan
of The Brink's Company
---------------------------------
(Name of Plan)
/s/ Frank T. Lennon
------------------------------------
(Frank T. Lennon
Vice President - Human Resources
and Administration)
March 30, 2004
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Consent of Independent Auditors
-------------------------------
The Participants of the 1994 Employee Stock
Purchase Plan of The Brink's Company:
We consent to incorporation by reference in the registration statement (Nos.
333-70758, 333-78631 and 33-53565) on Form S-8 of The Brink's Company of our
report dated March 12, 2004, relating to the statements of financial condition
of the 1994 Employee Stock Purchase Plan of The Brink's Company as of December
31, 2003 and 2002, and the related statements of income and changes in plan
equity for each of the years in the three-year period ended December 31, 2003,
which report appears in the 2003 Annual Report on Form 11-K of the 1994 Employee
Stock Purchase Plan of The Brink's Company.
/s/ KPMG LLP
KPMG LLP
Richmond, Virginia
March 30, 2004