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)
|
March 18, 2011
|
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
|
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 |
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
|
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
|
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
|
(a)
|
Name of Issuer:
|
(b)
|
Address of Issuer's Principal Executive Offices:
|
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
|
|
Not applicable.
|
Item 4.
|
Ownership.
|
|
(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.
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
|
Item 8.
|
Identification and Classification of Members of the Group.
|
Item 9.
|
Notice of Dissolution of Group.
|
Item 10.
|
Certifications.
|
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
|
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
|