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): November 18, 2004
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
Not Applicable
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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 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 1.01. Entry into a Material Definitive Agreement
On November 18, 2004, the following changes to The Brink's Company's (the
"Company") employee benefits plans were approved:
1. The Key Employees' Deferred Compensation Program of The Brink's Company was
amended and restated, effective January 1, 2005, to address the changes to
nonqualified deferred compensation plans required by the American Jobs Creation
Act of 2004 (the "Jobs Act"). Significant changes to the Program include, with
respect to amounts deferred on and after January 1, 2005 and amounts previously
deferred but not earned and vested before that date, (i) an election to delay or
change a lump sum form of distribution will not be effective for at least 12
months and must delay the distribution at least five years; (ii) no acceleration
in the time of any distribution will be permitted; (iii) no in-service
distributions will be permitted; and (iv) distributions made on termination of
employment must be delayed six months following termination.
2. The Brink's Company Directors' Stock Accumulation Plan was amended and
restated, effective January 1, 2005, to address the changes to nonqualified
deferred compensation plans required by the Jobs Act. Significant changes to the
Plan include, with respect to amounts allocated on and after January 1, 2005 and
amounts previously allocated but not earned and vested before that date, (i) an
election to change the current lump sum form of distribution will not be
effective for at least 12 months and must delay the distribution at least five
years and (ii) no acceleration in the time of any distribution will be
permitted. In addition, the definition of "disability" was updated to satisfy
the requirements of the Jobs Act.
3. The Brink's Company Pension Equalization Plan was amended, effective
immediately, to permit the Administrative Committee of the Company to act
prospectively and retroactively to ensure that the Plan and the benefits accrued
thereunder after December 31, 2004 satisfy the Jobs Act, provided that no such
retroactive actions may be effective before November 18, 2004.
4. The Amended and Restated Trust Agreement under the Pension Equalization Plan
and Certain Contractual Arrangements with The Brink's Company, dated as of
December 1, 1997 between The Brink's Company and J.P. Morgan Chase Bank, N.A.,
(the "Bank"), was amended (i) to spread full funding of the Trust out through
August 1, 2006; (ii) to link mandatory funding levels for the Trust to the most
recent levels at which the Company's Pension-Retirement Plan is funded; and
(iii) to permit excess Trust assets to revert to the Company under certain
conditions.
On November 19, 2004, The Brink's Company Plan for Deferral of Directors' Fees
was amended and restated, effective January 1, 2005, to address the changes to
nonqualified deferred compensation plans required by the Jobs Act. Significant
changes to the Plan include, with respect to amounts deferred on and after
January 1, 2005 and amounts previously deferred but not earned and vested before
that date, (i) an election to delay or change the form of distribution will not
be effective for at least 12 months and must delay the distribution at least
five years and (ii) no acceleration in the time of any distribution will be
permitted.
The description of the amendments set forth above is not complete and is
qualified in its entirety by reference to the plan documents or amendments, as
the case may be, attached hereto as exhibits. You are encouraged to read the
exhibits. The Company and its affiliates regularly engage the Bank to provide
banking services. All of these engagements are negotiated at arm's length.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
99.1 Key Employees' Deferred Compensation Program of The Brink's Company, as
Amended and Restated Effective January 1, 2005.
99.2 The Brink's Company Directors' Stock Accumulation Plan, as Amended and
Restated Effective January 1, 2005.
99.3 Amendment to The Brink's Company Pension Equalization Plan.
99.4 Amendment No. 6 to the Amended and Restated Trust Agreement, dated as
of November 22, 2004, by and between the Company and the Bank.
99.5 The Brink's Company Plan for Deferral of Directors' Fees, as Amended and
Restated Effective January 1, 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 thereunto duly authorized.
THE BRINK'S COMPANY
(Registrant)
Date: November 22, 2004 By: /s/ Robert T. Ritter
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Robert T. Ritter
Vice President and Chief Financial Officer
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EXHIBIT INDEX
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EXHIBIT DESCRIPTION
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99.1 Key Employees' Deferred Compensation Program of The Brink's Company,
as Amended and Restated Effective January 1, 2005.
99.2 The Brink's Company Directors' Stock Accumulation Plan, as Amended
and Restated Effective January 1, 2005.
99.3 Amendment to The Brink's Company Pension Equalization Plan.
99.4 Amendment No. 6 to the Amended and Restated Trust Agreement, dated
as of November 22, 2004, by and between the Company and the Bank.
99.5 The Brink's Company Plan for Deferral of Directors' Fees, as Amended
and Restated Effective January 1, 2005.
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