0001144204-11-015938.txt : 20110318 0001144204-11-015938.hdr.sgml : 20110318 20110318172103 ACCESSION NUMBER: 0001144204-11-015938 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110318 DATE AS OF CHANGE: 20110318 GROUP MEMBERS: KENNETH M. GARSCHINA GROUP MEMBERS: MASON CAPITAL MASTER FUND, L.P. GROUP MEMBERS: MASON MANAGEMENT LLC GROUP MEMBERS: MICHAEL E. MARTINO FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MASON CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001218735 IRS NUMBER: 134121993 FILING VALUES: FORM TYPE: SC 13G SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Babcock & Wilcox Co CENTRAL INDEX KEY: 0001486957 STANDARD INDUSTRIAL CLASSIFICATION: ENGINES & TURBINES [3510] IRS NUMBER: 800558025 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85605 FILM NUMBER: 11699150 BUSINESS ADDRESS: STREET 1: 13024 BALLANTYNE CORPORATE PLACE STREET 2: SUITE 700 CITY: CHARLOTTE STATE: NC ZIP: 28277 BUSINESS PHONE: 434-522-6800 MAIL ADDRESS: STREET 1: 13024 BALLANTYNE CORPORATE PLACE STREET 2: SUITE 700 CITY: CHARLOTTE STATE: NC ZIP: 28277 SC 13G 1 v215109_sc13g.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Schedule 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.     )*
 
 
The Babcock & Wilcox Company
(Name of Issuer)
 
Common Stock, par value $.01 per share
(Title of Class of Securities)
 
05615F102
(CUSIP Number)
 
March 18, 2011
 
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
o Rule 13d-l(b)
x Rule 13d-l(c)
o Rule 13d-l(d)
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
CUSIP No. 05615F102                     
 
 

1
Names of Reporting Persons.
 
Mason Capital Management LLC, in its capacity as investment manager for certain
 investment funds and managed accounts.  I.R.S. I.D. No. 13-4121993.
 
  
   
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
o  (a) 
 
x  (b)
3
SEC Use Only 
   
4
Citizenship or Place of Organization    Delaware
 
 
 
5
Sole Voting Power               11,659,531
     
 
  
  
Number of
6
Shared Voting Power           0
Shares
    
Beneficially
  
  
Owned by
7
Sole Dispositive Power       11,659,531
Each Reporting
    
Person With
  
  
 
8
Shared Dispositive Power  0
     
 
  
  
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
  
 
11,659,531
   
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
  
 
 
11
Percent of Class Represented by Amount in Row (9)
   
 
9.9%1
   
12
Type of Reporting Person 
   
 
OO
 
 
(1)        The percentage is based on 116,897,549 shares of Common Stock outstanding as of January 31, 2011, as reported in the issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2011.
*           The Reporting Person may be deemed to have beneficial ownership over the shares of Common Stock reported in this Schedule 13G by virtue of the authority granted to it to vote and dispose of such shares.  Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, the Reporting Person disclaims beneficial ownership of all shares of Common Stock reported in this Schedule 13G, except to the extent of any pecuniary interest therein.
 
 
Page 2 of 11 Pages
 
 
CUSIP No. 05615F102                     
 
 

1
Names of Reporting Persons.
 
Mason Capital Master Fund, L.P.   I.R.S I.D. No. 98-0638622.
 
  
   
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
o  (a) 
 
x  (b)
3
SEC Use Only 
   
4
Citizenship or Place of Organization    Cayman Islands
 
 
 
5
Sole Voting Power    0
     
 
  
  
Number of
6
Shared Voting Power   8,517,665
Shares
    
Beneficially
  
  
Owned by
7
Sole Dispositive Power       0
Each Reporting
    
Person With
  
  
 
8
Shared Dispositive Power  8,517,665
     
 
  
  
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
  
 
8,517,665
   
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
  
 
 
11
Percent of Class Represented by Amount in Row (9)
   
 
7.3%1
   
12
Type of Reporting Person 
   
  PN
 
 
(1)           The percentage is based on 116,897,549 shares of Common Stock outstanding as of January 31, 2011, as reported in the issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2011.
 
 
Page 3 of 11 Pages
 
 
CUSIP No. 05615F102                     
 
 

1
Names of Reporting Persons.
 
Mason Management LLC.  I.R.S I.D. No. 13-4131155
 
  
   
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
o  (a) 
 
x  (b)
3
SEC Use Only 
   
4
Citizenship or Place of Organization    Delaware
 
 
 
5
Sole Voting Power    0
     
 
  
  
Number of
6
Shared Voting Power   8,517,665
Shares
    
Beneficially
  
  
Owned by
7
Sole Dispositive Power       0
Each Reporting
    
Person With
  
  
 
8
Shared Dispositive Power  8,517,665
     
 
  
  
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
  
 
8,517,665
   
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
 
11
Percent of Class Represented by Amount in Row (9)
   
 
7.3%1
   
12
Type of Reporting Person 
   
 
OO
 
 
(1)          The percentage is based on 116,897,549 shares of Common Stock outstanding as of January 31, 2011, as reported in the issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2011.
*           The Reporting Person may be deemed to have beneficial ownership over the shares of Common Stock reported in this Schedule 13G by virtue of being the general partner of Mason Capital Master Fund, L.P.  Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, the Reporting Person disclaims beneficial ownership of all shares of Common Stock reported in this Schedule 13G, except to the extent of any pecuniary interest therein
 
 
Page 4 of 11 Pages
 
 
CUSIP No. 05615F102                     
 
 

1
Names of Reporting Persons.
 
Kenneth M. Garschina
 
  
   
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
o  (a) 
 
x  (b)
3
SEC Use Only 
   
4
Citizenship or Place of Organization    United States
 
 
 
5
Sole Voting Power    0
     
 
  
  
Number of
6
Shared Voting Power          11,659,531  
Shares
    
Beneficially
  
  
Owned by
7
Sole Dispositive Power       0
Each Reporting
    
Person With
  
  
 
8
Shared Dispositive Power  11,659,531
     
 
  
  
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
  
 
11,659,531
   
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
 
11
Percent of Class Represented by Amount in Row (9)
   
 
9.9%1
   
12
Type of Reporting Person 
   
 
IN
 
 
(1)         The percentage is based on 116,897,549 shares of Common Stock outstanding as of January 31, 2011, as reported in the issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2011.
*           The Reporting Person may be deemed to have beneficial ownership over the shares of Common Stock reported in this Schedule 13G by virtue of being a managing principal of Mason Capital Management LLC to which the authority to vote and dispose of such shares was granted.  Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, the Reporting Person disclaims beneficial ownership of all shares of Common Stock reported in this Schedule 13G, except to the extent of any pecuniary interest therein.
 
 
Page 5 of 11 Pages
 
 
CUSIP No. 05615F102                     
 
 

1
Names of Reporting Persons.
 
Michael E. Martino
 
  
   
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
o  (a) 
 
x  (b)
3
SEC Use Only 
   
4
Citizenship or Place of Organization    United States
 
 
 
5
Sole Voting Power    0
     
 
  
  
Number of
6
Shared Voting Power          11,659,531  
Shares
    
Beneficially
  
  
Owned by
7
Sole Dispositive Power       0
Each Reporting
    
Person With
  
  
 
8
Shared Dispositive Power  11,659,531
     
 
  
  
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
  
 
11,659,531
   
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
 
 
11
Percent of Class Represented by Amount in Row (9)
   
 
9.9%1
   
12
Type of Reporting Person 
   
 
IN
 
 
(1)        The percentage is based on 116,897,549 shares of Common Stock outstanding as of January 31, 2011, as reported in the issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2011.
*           The Reporting Person may be deemed to have beneficial ownership over the shares of Common Stock reported in this Schedule 13G by virtue of being a managing principal of Mason Capital Management LLC to which the authority to vote and dispose of such shares was granted.  Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, the Reporting Person disclaims beneficial ownership of all shares of Common Stock reported in this Schedule 13G, except to the extent of any pecuniary interest therein.
 
 
Page 6 of 11 Pages
 
 
Item 1.
 
 
(a) 
Name of Issuer:
 
The Babcock & Wilcox Company
 
 
(b) 
Address of Issuer's Principal Executive Offices:
 
The Harris Building
13024 Ballantyne Corporate Place,
Suite 700
Charlotte, North Carolina 28277
 
Item 2.
 
(a)    Name of Person Filing:
 
This Schedule 13G is being filed jointly by the following reporting persons (hereinafter sometimes collectively referred to as the “Reporting Persons”) pursuant to an Agreement of Joint Filing attached hereto as Exhibit A:  (i) Mason Capital Management LLC, a Delaware limited liability company (“Mason Capital Management”); (ii) Mason Capital Master Fund, L.P., a Cayman Islands exempted limited partnership (“Mason Capital Master Fund”); (iii) Mason Management LLC, a Delaware limited liability company (“Mason Management”); (iv) Kenneth M. Garschina; and (v) Michael E. Martino.
 
The Reporting Persons are filing this Schedule 13G with respect to an aggregate of 11,659,531 shares of Common Stock, par value $.01 per share (“Common Stock”), of The Babcock & Wilcox Company, a Delaware corporation, directly owned by Mason Capital L.P., a Delaware limited partnership (“Mason Capital LP”), Mason Capital Master Fund and certain other funds and accounts (the “Managed Accounts”).  Mason Management is the general partner of Mason Capital Master Fund, and therefore may be deemed to have beneficial ownership over the shares of Common Stock beneficially owned by Mason Capital Master Fund.  Mason Capital Management is the investment manager of each of Mason Capital LP, Mason Capital Master Fund and the Managed Accounts and may be deemed to have beneficial ownership over the shares of Common Stock reported in this Schedule 13G by virtue of the authority granted to Mason Capital Management by Mason Capital LP, Mason Capital Master Fund and the Managed Accounts to vote and dispose of such shares.  Mr. Garschina and Mr. Martino serve as the managing principals of Mason Management and Mason Capital Management and therefore may be deemed to have beneficial ownership over the shares of Common Stock reported in this Schedule 13G.
 
(b)    Address of Principal Business Office or, if none, Residence:
 
The principal business office address of each of the Reporting Persons is:
 
Mason Capital Management LLC
110 East 59th Street, 30th Floor
New York, New York 10022
 
(c)    Citizenship:
 
The place of organization or citizenship of each Reporting Person is as follows:

Name of Reporting Person
Place of Organization/Citizenship
Mason Capital Management LLC
Delaware
Mason Capital Master Fund, L.P.
Cayman Islands
Mason Management LLC
Delaware
Kenneth M. Garschina
United States
Michael E. Martino
United States
 
(d)    Title of Class of Securities:
 
Common Stock, par value $.01 per share
 
(e)    CUSIP Number:
 
05615F102
 
 
Page 7 of 11 Pages
 
 
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:
 
 
Not applicable.
 
Item 4.
Ownership.
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
 
(a)
Amount beneficially owned:  Each of Mason Management and Mason Capital Master Fund is the beneficial owner of 8,517,665 shares of Common Stock as of the date hereof.  Each of the other Reporting Persons is the beneficial owner of 11,659,531 shares of Common Stock as of the date hereof.
 
 
(b)
Percent of class: Each of Mason Management and Mason Capital Master Fund is the beneficial owner of approximately 7.3% of the outstanding shares of Common Stock, as of the date hereof.  Each of the other Reporting Persons is the beneficial owner of approximately 9.9% of the outstanding shares of Common Stock, as of the date hereof.
 
 
(c)
Number of shares as to which the person has:
 
 
(i) Sole power to vote or to direct the vote:  Mason Capital Management has the sole power to vote or to direct the vote of 11,659,531 shares of Common Stock.  The other Reporting Persons do not have the sole power to vote or to direct the vote of shares of Common Stock.
 
 
(ii) Shared power to vote or to direct the vote:  Mason Management and Mason Capital Master Fund share the power to vote or to direct the vote of 8,517,665 shares of Common Stock.  Mr. Garschina and Mr. Martino share the power to vote or direct the vote of 11,659,531 shares of Common Stock.  Mason Capital Management does not share the power to vote or to direct the vote of shares of Common Stock.
 
 
(iii) Sole power to dispose or to direct the disposition of:  Mason Capital Management has the sole power to dispose or to direct the dispose of 11,659,531 shares of Common Stock.  The other Reporting Persons do not have the sole power to dispose or to direct the disposition of shares of Common Stock.
 
 
(iv) Shared power to dispose or to direct the disposition of: Mason Management and Mason Capital Master Fund share the power to dispose or to direct the disposition of 8,517,665 shares of Common Stock.  Mr. Garschina and Mr. Martino share the power to dispose and direct the disposition of 11,659,531 shares of Common Stock.  Mason Capital Management does not share the power to dispose or to direct the disposition of shares of Common Stock.
 
The number of shares beneficially owned and the percentage of outstanding shares represented thereby for each Reporting Person have been computed in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.  The percentages of ownership described above are based on 116,897,549 shares of Common Stock outstanding as of January 31, 2011, as reported in the issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2011.
 
Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, each of the Reporting Persons, except for Mason Capital Master Fund, disclaims beneficial ownership of all shares of Common Stock reported in this Schedule 13G, except to the extent of any pecuniary interests therein.
 
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.
 
The right to receive dividends from, or the proceeds from the sale of, all shares of Common Stock reported in this Schedule 13G as beneficially owned by the Reporting Persons is held by Mason Capital LP, Mason Capital Master Fund or the Managed Accounts, as the case may be, all of which are the advisory clients of Mason Capital Management.  To the knowledge of the Reporting Persons, none of these advisory clients holds such right with respect to more than five percent of the outstanding shares of Common Stock.
 
 
Page 8 of 11 Pages
 
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
 
Not applicable.
 
Item 8.
Identification and Classification of Members of the Group.
 
Not applicable.
 
Item 9.
Notice of Dissolution of Group.
 
Not applicable.
 
Item 10.
Certifications.
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
Page 9 of 11 Pages
 
 
SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  March 18, 2011
 
 
MASON CAPITAL MANAGEMENT LLC
  
       
 
By:
/s/ John Grizzetti    
  Name:  John Grizzetti  
  Title:  Chief Financial Officer  
       
       
  MASON CAPITAL MASTER FUND, L.P  
       
  By:  MASON MANAGEMENT LLC,  
   
its general partner
  
       
       
  By:    /s/ John Grizzetti     
  Name:  John Grizzetti  
  Title:  Chief Financial Officer  
       
       
 
MASON MANAGEMENT LLC
  
       
       
  By:    /s/ John Grizzetti    
  Name:   John Grizzetti  
  Title:  Chief Financial Officer  
       
       
 
KENNETH M. GARSCHINA
  
     
  /s/ Kenneth M. Garschina    
 
Kenneth M. Garschina
  
       
       
 
MICHAEL E. MARTINO:
  
       
       
  /s/ Michael E. Martino     
 
Michael E. Martino
  
 
 
 
Page 10 of 11 Pages
 
                                                            
EXHIBIT A
 
SCHEDULE 13G JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of a Statement on Schedule 13G and any and all amendments thereto, with respect to the above referenced securities and that this Agreement be included as an Exhibit to such filing.
 
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.

 
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of this 18th day of March, 2011.
 
 
MASON CAPITAL MANAGEMENT LLC
  
       
 
By:
/s/ John Grizzetti    
  Name:  John Grizzetti  
  Title:  Chief Financial Officer  
       
       
  MASON CAPITAL MASTER FUND, L.P  
       
  By:  MASON MANAGEMENT LLC,  
   
its general partner
  
       
       
  By:    /s/ John Grizzetti     
  Name:  John Grizzetti  
  Title:  Chief Financial Officer  
       
       
 
MASON MANAGEMENT LLC
  
       
       
  By:    /s/ John Grizzetti    
  Name:   John Grizzetti  
  Title:  Chief Financial Officer  
       
       
 
KENNETH M. GARSCHINA
  
     
  /s/ Kenneth M. Garschina    
 
Kenneth M. Garschina
  
       
       
 
MICHAEL E. MARTINO:
  
       
  /s/ Michael E. Martino     
 
Michael E. Martino
  
 
 
Page 11 of 11 Pages