UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): March 31, 2006
THE BRINK'S COMPANY
(Exact name of registrant as specified in its charter)
Virginia 1-9148 54-1317776
-------- ------ ----------
(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
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 materials 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 1.02. Termination of a Material Definitive Agreement.
On March 31, 2006, The Brink's Company (the "Company") prepaid three series of
outstanding privately placed Senior Notes for approximately $61.3 million,
including a make whole amount of approximately $1.6 million and accrued interest
of approximately $1.3 million. The Senior Notes were issued pursuant to two Note
Purchase Agreements, both of which were terminated upon prepayment.
The Note Purchase Agreement, dated as of January 18, 2001, among the Company,
Allstate Life Insurance Company, Guardian Life Insurance Company of America,
Guardian Insurance & Annuity Company, Nationwide Life Insurance Company,
Nationwide Life and Annuity Insurance Company, American General Annuity
Insurance Company and American General Life Insurance Company, related to the
issuance of 7.84% Senior Notes, Series A, due 2007, with principal of
approximately $18.3 million outstanding immediately prior to prepayment, and to
the issuance of 8.02% Senior Notes, Series B, due 2008, with principal of
approximately $20 million outstanding immediately prior to prepayment.
The Note Purchase Agreement, dated as of April 11, 2002, among the Company,
Allstate Life Insurance Company, Nationwide Life Insurance Company and
Nationwide Life and Annuity Insurance Company, related to the issuance of 7.17%
Senior Notes due 2008, with principal of approximately $20 million outstanding
immediately prior to prepayment.
Item 2.02. Results of Operations and Financial Condition.
On January 31, 2006, the Company sold its BAX Global business to a subsidiary of
Deutsche Bahn AG. As a result of the sale, the Company reclassified BAX Global's
results of operations to discontinued operations in accordance with generally
accepted accounting principles. To facilitate the evaluation of the Company's
period-to-period performance, the Company has prepared the condensed statements
of operations and other financial information attached hereto as Exhibit 99 for
each quarter of 2005 and 2004, with the BAX Global operations excluded from
continuing operations and included in discontinued operations for all periods
presented.
In accordance with General Instruction B.2 of Form 8-K, the information in Item
2.02 of this Current Report on Form 8-K, including Exhibit 99, shall not be
deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liability of that section, nor
shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, except as shall be expressly set forth by specific
references in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99 Quarterly Financial Information of The Brink's Company for 2005 and 2004.
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: March 31, 2006 By: /s/ Robert T. Ritter
------------------------------------------
Robert T. Ritter
Vice President and Chief Financial Officer
EXHIBIT INDEX
EXHIBIT DESCRIPTION
------- -----------
99 Quarterly Financial Information of The Brink's Company for
2005 and 2004.