|
x
|
Rule 13d-1(b)
|
|
|
o
|
Rule 13d-1(c)
|
|
|
o
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Rule 13d-1(d)
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CUSIP No. 109696104
|
13G
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Page 2 of 10 Pages
|
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cantillon Capital Management LLC
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0
|
|
|
6
|
SHARED VOTING POWER
2,341,607 (see Item 4)
|
||
|
7
|
SOLE DISPOSITIVE POWER
0
|
||
|
8
|
SHARED DISPOSITIVE POWER
3,130,792 (see Item 4)
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,130,792 (see Item 4)
|
||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.49% (see Item 4)
|
||
|
12
|
TYPE OF REPORTING PERSON*
IA
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||
|
CUSIP No. 109696104
|
13G
|
Page 3 of 10 Pages
|
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cantillon Management L.P.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0
|
|
|
6
|
SHARED VOTING POWER
2,341,607 (see Item 4)
|
||
|
7
|
SOLE DISPOSITIVE POWER
0
|
||
|
8
|
SHARED DISPOSITIVE POWER
3,130,792 (see Item 4)
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,130,792 (see Item 4)
|
||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.49% (see Item 4)
|
||
|
12
|
TYPE OF REPORTING PERSON*
HC
|
||
|
CUSIP No. 109696104
|
13G
|
Page 4 of 10 Pages
|
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cantillon Inc.
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0
|
|
|
6
|
SHARED VOTING POWER
2,341,607 (see Item 4)
|
||
|
7
|
SOLE DISPOSITIVE POWER
0
|
||
|
8
|
SHARED DISPOSITIVE POWER
3,130,792 (see Item 4)
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,130,792 (see Item 4)
|
||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.49% (see Item 4)
|
||
|
12
|
TYPE OF REPORTING PERSON*
HC
|
||
|
CUSIP No. 109696104
|
13G
|
Page 5 of 10 Pages
|
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William von Mueffling
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
|
||
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
310,000
|
|
|
6
|
SHARED VOTING POWER
2,341,607 (see Item 4)
|
||
|
7
|
SOLE DISPOSITIVE POWER
310,000
|
||
|
8
|
SHARED DISPOSITIVE POWER
3,130,792 (see Item 4)
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,440,792 (see Item 4)
|
||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.13% (see Item 4)
|
||
|
12
|
TYPE OF REPORTING PERSON*
HC
|
||
|
Item 1(a)
|
Name of Issuer:
|
|
The Brink’s Company
|
|
|
Item 1(b)
|
Address of Issuer's Principal Executive Offices:
|
|
1801 Bayberry Court, Richmond, Virginia 23226-8100
|
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Item 2(a)
|
Name of Person Filing:
|
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This statement is filed by: (i) Cantillon Capital Management LLC (“CCM LLC”) with respect to shares of Common Stock, par value $1.00 per share (“Shares”), of the Issuer beneficially owned by certain funds and managed accounts advised by CCM LLC or its subsidiary; (ii) Cantillon Management L.P. (“Cantillon Management”) with respect to Shares beneficially owned by CCM LLC; (iii) Cantillon Inc. with respect to Shares beneficially owned by CCM LLC and Cantillon Management; and (iv) William von Mueffling with respect to Shares beneficially owned directly and by CCM LLC, Cantillon Inc. and Cantillon Management.
|
|
|
CCM LLC, Cantillon Inc., Cantillon Management and William von Mueffling have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
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Item 2(b)
|
Address or Principal Business Office:
|
|
The address of the principal business office of CCM LLC, Cantillon Inc., Cantillon Management and William von Mueffling is 40 West 57th Street, 27th Floor, New York, NY 10019.
|
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|
Item 2(c)
|
Citizenship:
|
|
CCM LLC is a Delaware limited liability company. Cantillon Inc. is a Delaware corporation. Cantillon Management is a Delaware limited partnership. Mr. von Mueffling is a United States citizen.
|
|
|
Item 2(d)
|
Title of Class of Securities:
|
|
Common Stock, par value $1.00 per share
|
|
|
Item 2(e)
|
CUSIP Number:
|
|
109696104
|
|
|
Item 3
|
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
|
[ ] Broker or dealer registered under Section 15 of the Act;
|
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|
[ ] Bank as defined in Section 3(a)(6) of the Act;
|
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|
[ ] Insurance company as defined in Section 3(a)(19) of the Act;
|
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|
[ ] Investment company registered under Section 8 of the Investment Company Act of 1940;
|
|
|
[X] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); *
|
|
|
[ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
|
|
|
[X] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); **
|
|
|
[ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
|
[ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
|
|
|
[ ] A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
|
|
|
[ ] Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
|
|
|
* CCM LLC is filing as an investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
|
|
|
** Each of Cantillon Inc., Cantillon Management and Mr. von Mueffling are filing as a parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
|
|
|
Item 4
|
Ownership:
|
|
The percentages used herein are calculated based upon the Shares of common stock issued and outstanding as of October 21, 2013 as reported on the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission by the Issuer for the quarterly period ended September 30, 2013.
|
|
|
As of the close of business on December 31, 2013:
|
|
|
1. Cantillon Capital Management LLC
|
|
|
(a) Amount beneficially owned: 3,130,792
|
|
|
(b) Percent of class: 6.49%
|
|
|
(c)(i) Sole power to vote or direct the vote: -0-
|
|
|
(ii) Shared power to vote or direct the vote: 2,341,607
|
|
|
(iii) Sole power to dispose or direct the disposition: -0-
|
|
|
(iv) Shared power to dispose or direct the disposition: 3,130,792
|
|
|
2. Cantillon Inc.
|
|
|
(a) Amount beneficially owned: 3,130,792
|
|
|
(b) Percent of class: 6.49%
|
|
|
(c)(i) Sole power to vote or direct the vote: -0-
|
|
|
(ii) Shared power to vote or direct the vote: 2,341,607
|
|
|
(iii) Sole power to dispose or direct the disposition: -0-
|
|
|
(iv) Shared power to dispose or direct the disposition: 3,130,792
|
|
|
3. Cantillon Management L.P.
|
|
|
(a) Amount beneficially owned: 3,130,792
|
|
|
(b) Percent of class: 6.49%
|
|
|
(c)(i) Sole power to vote or direct the vote: -0-
|
|
|
(ii) Shared power to vote or direct the vote: 2,341,607
|
|
|
(iii) Sole power to dispose or direct the disposition: -0-
|
|
|
(iv) Shared power to dispose or direct the disposition: 3,130,792
|
|
|
5. William von Mueffling
|
|
|
(a) Amount beneficially owned: 3,440,792
|
|
|
(b) Percent of class: 7.13%
|
|
|
(c)(i) Sole power to vote or direct the vote: 310,000
|
|
|
(ii) Shared power to vote or direct the vote: 2,341,607
|
|
|
(iii) Sole power to dispose or direct the disposition: 310,000
|
|
|
(iv) Shared power to dispose or direct the disposition: 3,130,792
|
|
|
CCM LLC, Cantillon Inc. and Cantillon Management own no Shares directly. CCM LLC maintains investment and/or voting power with respect to certain funds and managed accounts advised by it or its indirect subsidiary. Cantillon Management is the managing member of CCM LLC. Cantillon Inc. is the general partner of Cantillon Management. Mr. von Mueffling is the sole shareholder of Cantillon Inc. and controls each of CCM LLC, Cantillon Inc. and Cantillon Management. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, each of (i) CCM LLC, Cantillon Inc., Cantillon Management and Mr. von Mueffling may be deemed to beneficially own 3,130,792 Shares (constituting approximately 6.49% of the Shares outstanding) and (ii) Mr. von Mueffling may be deemed to beneficially own 310,000 Shares (constituting approximately 0.64% of the Shares outstanding). Each of CCM LLC, Cantillon Inc., Cantillon Management and Mr. von Mueffling disclaims beneficial ownership of any of the securities covered by this statement.
|
|
|
Item 5
|
Ownership of Five Percent or Less of a Class:
|
|
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. o
|
|
|
Item 6
|
Ownership of More than Five Percent on Behalf of Another Person:
|
|
Not Applicable
|
|
|
Item 7
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:
|
|
See Exhibit 99.2.
|
|
|
Item 8
|
Identification and Classification of Members of the Group:
|
|
Not Applicable
|
|
|
Item 9
|
Notice of Dissolution of Group:
|
|
Not Applicable
|
|
|
Item 10
|
Certification:
|