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): November 15, 2005
THE
BRINK’S COMPANY
(Exact
name of registrant as specified in its charter)
Commission
File Number: 1-9148
|
Virginia
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54-1317776
|
|
(State
or other jurisdiction of
incorporation)
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(IRS
Employer
Identification
No.)
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1801
Bayberry Court
P.O.
Box 18100
Richmond,
VA 23226-8100
(Address
of principal executive offices, including zip code)
(804)
289-9600
(Registrant’s
telephone number, including area code)
(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:
[
] 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
November 15, 2005, The Brink’s Company (“Brink’s”) and Deutsche Bahn AG
(“Deutsche Bahn”) entered into a Stock Purchase Agreement (the “Agreement”)
pursuant to which Deutsche Bahn will, subject to satisfaction or waiver of
the
conditions set forth in the Agreement, purchase all of the outstanding shares
of
BAX Global Inc. (“BAX”), a wholly-owned subsidiary of Brink’s. Concurrently with
the closing of the sale of BAX, certain foreign subsidiaries of BAX will
be sold
to subsidiaries of Deutsche Bahn. The transaction is expected to be completed
around the end of 2005.
The
aggregate consideration for the transaction will be $1.12 billion in cash,
subject to adjustment for the excess of the aggregate balance on the closing
date of certain specified liabilities of BAX over the balance of its cash.
Net
proceeds after taxes and expenses related to the transaction are expected
to be
approximately $900 million. Brink’s has agreed to deposit $200 million over
three years into its VEBA trust, the financing
vehicle for Brink’s retiree medical legacy costs.
Closing
of the transaction is subject to customary conditions and regulatory approvals,
including clearance under the Hart-Scott-Rodino Antitrust Improvements Act
and
the merger control regulations of the European Union, Canada and Korea, as
well
as the approval of the German Ministry for Transport. In connection with
and
immediately following the sale of BAX, Air Transport International, LLC,
BAX’s
airline subsidiary, will be sold to a third party.
A
copy of
the Agreement is attached to this report as Exhibit 2.1 and is incorporated
herein by reference. The foregoing description of the Agreement does not
purport
to be complete and is qualified in its entirety by reference to the full
text of
the Agreement.
Item
9.01. Financial Statements and Exhibits.
(c) Exhibits
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2.1
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Stock
Purchase Agreement, dated as of November 15, 2005, by and among
BAX
Holding Company, BAX Global Inc., The Brink’s Company and Deutsche Bahn
AG
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99.1
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Press
Release of The Brink’s Company dated November 16,
2005
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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, hereunto
duly authorized.
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THE
BRINK’S COMPANY
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Date:
November 16, 2005
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By:
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/s/
Austin F. Reed
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Austin
F. Reed
Vice
President and General Counsel
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Exhibit
Index
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Exhibit
No.
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Description
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2.1
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Stock
Purchase Agreement, dated as of November 15, 2005, by and among
BAX
Holding Company, BAX Global Inc., The Brink’s Company and Deutsche Bahn
AG*
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99.1
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Press
Release of The Brink’s Company dated November 16, 2005
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* Pursuant
to Item 601(b)(2) of Regulation S-K, Exhibit A (“Balance Sheet Principles”) and
the disclosure schedules of the seller have been omitted. The registrant
hereby
agrees to furnish supplementally a copy of any omitted attachment to
the SEC
upon request.