THE BABCOCK & WILCOX COMPANY
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(Name of Issuer)
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COMMON STOCK, $0.01 PAR VALUE
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(Title of class of securities)
|
05615F102
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(CUSIP number)
|
Robb A. LeMasters
Blue Harbour Group, LP
646 Steamboat Road
Greenwich, Connecticut 06830
(203) 422-6540
|
(Name, address and telephone number of person authorized to receive notices and communications)
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APRIL 21, 2014
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(Date of event which requires filing of this statement)
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CUSIP No. 05615F102
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13D
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Page 2
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1
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NAME OF REPORTING PERSON:
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Blue Harbour Group, LP
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) [ ]
(b) [X]
|
|||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS:
|
WC
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [ ]
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER:
|
0
|
||
8
|
SHARED VOTING POWER:
|
6,624,734
|
|||
9
|
SOLE DISPOSITIVE POWER:
|
0
|
|||
10
|
SHARED DISPOSITIVE POWER:
|
6,624,734
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
6,624,734
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
[ ]
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
6.0%
|
|||
14
|
TYPE OF REPORTING PERSON:
|
PN
|
CUSIP No. 05615F102
|
13D
|
Page 3
|
1
|
NAME OF REPORTING PERSON:
|
Blue Harbour Holdings, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) [ ]
(b) [X]
|
|||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS:
|
N/A
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e): [ ]
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER:
|
0
|
||
8
|
SHARED VOTING POWER:
|
6,624,734
|
|||
9
|
SOLE DISPOSITIVE POWER:
|
0
|
|||
10
|
SHARED DISPOSITIVE POWER:
|
6,624,734
44,734 |
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
6,624,734
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
[ ]
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
6.0%
|
|||
14
|
TYPE OF REPORTING PERSON:
|
OO
|
CUSIP No. 05615F102
|
13D
|
Page 4
|
1
|
NAME OF REPORTING PERSON:
|
Clifton S. Robbins
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) [ ]
(b) [X]
|
|||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS:
|
N/A
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e): [ ]
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
United States of America
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER:
|
0
|
||
8
|
SHARED VOTING POWER:
|
6,624,734
|
|||
9
|
SOLE DISPOSITIVE POWER:
|
0
|
|||
10
|
SHARED DISPOSITIVE POWER:
|
6,624,734
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
6,624,734
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
[ ]
|
|||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
6.0%
|
|||
14
|
TYPE OF REPORTING PERSON:
|
IN
|
EXHIBIT 1
|
Agreement as to Joint Filing of Schedule 13D, dated May 1, 2014, by and among Manager, Manager GP and Mr. Robbins
|
BLUE HARBOUR GROUP, LP | ||||
By: | Blue Harbour Holdings, LLC, its general partner | |||
By:
|
/s/ Clifton S. Robbins | |||
Name: Clifton S. Robbins | ||||
Title: Managing Member | ||||
BLUE HARBOUR HOLDINGS, LLC | ||||
By:
|
/s/ Clifton S. Robbins | |||
Name: Clifton S. Robbins | ||||
Title: Managing Member | ||||
By:
|
/s/ Clifton S. Robbins | ||
Clifton S. Robbins |
|
Schedule I
|
Reporting Person
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Date
|
Transaction
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Number of
Shares of
Common Stock
|
Price Per Share*
|
Manager
|
3/3/2014
|
Purchase
|
17,000
|
32.65
|
Manager
|
3/4/2014
|
Purchase
|
225,000
|
33.13
|
Manager
|
3/5/2014
|
Purchase
|
216,484
|
33.09
|
Manager
|
3/6/2014
|
Purchase
|
146,702
|
33.04
|
Manager
|
3/7/2014
|
Purchase
|
800
|
33.10
|
Manager
|
3/10/2014
|
Purchase
|
127,300
|
33.40
|
Manager
|
3/11/2014
|
Purchase
|
131,200
|
33.12
|
Manager
|
3/12/2014
|
Purchase
|
93,294
|
32.92
|
Manager
|
3/17/2014
|
Purchase
|
115,500
|
32.99
|
Manager
|
3/20/2014
|
Purchase
|
140,000
|
32.65
|
Manager
|
3/21/2014
|
Purchase
|
281,260
|
32.80
|
Manager
|
3/24/2014
|
Purchase
|
150,000
|
32.85
|
Manager
|
3/25/2014
|
Purchase
|
50,000
|
32.78
|
Manager
|
3/26/2014
|
Purchase
|
52,250
|
32.80
|
Manager
|
3/27/2014
|
Purchase
|
97,750
|
32.78
|
Manager
|
3/31/2014
|
Purchase
|
30,000
|
32.80
|
Manager
|
4/7/2014
|
Purchase
|
256,900
|
33.85
|
Manager
|
4/21/2014
|
Purchase
|
115,000
|
33.87
|
Manager
|
4/24/2014
|
Purchase
|
278,600
|
33.80
|
Manager
|
4/25/2014
|
Purchase
|
11,400
|
33.79
|
Manager
|
4/28/2014
|
Purchase
|
551,400
|
33.96
|
Manager
|
4/29/2014
|
Purchase
|
18,600
|
33.99
|
Manager
|
5/1/2014 | Purchase | 180,000 | 35.42 |
BLUE HARBOUR GROUP, LP | ||||
By: | Blue Harbour Holdings, LLC, its general partner | |||
By:
|
/s/ Clifton S. Robbins | |||
Name: Clifton S. Robbins | ||||
Title: Managing Member | ||||
BLUE HARBOUR HOLDINGS, LLC | ||||
By:
|
/s/ Clifton S. Robbins | |||
Name: Clifton S. Robbins | ||||
Title: Managing Member | ||||
By:
|
/s/ Clifton S. Robbins | ||
Clifton S. Robbins |