UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): February 2, 2005
THE BRINK'S COMPANY
(Exact name of registrant as specified in its charter)
Virginia 1-9148 54-1317776
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1801 Bayberry Court
P. O. Box 18100
Richmond, VA 23226-8100
(Address and zip code of
principal executive offices)
Registrant's telephone number, including area code: (804) 289-9600
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2.):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On February 2, 2005, Brink's, Incorporated and its subsidiary, Brink's
Luxembourg S.A., both indirect subsidiaries of The Brink's Company, entered into
a Share Transfer Agreement with Group 4 Securicor Holdings Limited and Securicor
International BV for the purchase of the shares of Securicor Luxembourg S.A. for
(euro)27.5 million. Securicor Luxembourg S.A. is a provider of manned guarding,
alarm monitoring and response and cash transportation and processing services in
Luxembourg.
On the same day, Brink's Limited, a subsidiary of Brink's, Incorporated, entered
into a Share Transfer Agreement with Group 4 Securitas Holdings Limited for the
purchase of the shares of Group 4 Falck Cash Services UK Limited for
approximately (euro)2 million. Group 4 Falck Cash Services UK Limited is a
provider of cash transportation and processing services in Scotland and
northwest England.
The transactions are subject to European Commission approval and both deals must
close in order for either deal to close. The agreements contain representations,
warranties, terms and conditions typical for transactions of this type.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information required by this item is included in Item 1.01.
Item 7.01. Regulation FD Disclosure.
The Brink's Company issued a press release, dated February 3, 2005, regarding
the execution of the Share Transfer Agreements, a copy of which is furnished
herewith.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
99.1 Press Release, dated February 3, 2005, issued by The Brink's Company.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE BRINK'S COMPANY
(Registrant)
Date: February 3, 2005 By: /s/ Austin F. Reed
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Austin F. Reed, Vice President
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EXHIBIT INDEX
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EXHIBIT DESCRIPTION
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99.1 Press Release, dated as of February 3, 2005, issued by The Brink's
Company.
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