UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

 
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
 

 
CACI INTERNATIONAL INC
(Name of Issuer)
 
 
COMMON STOCK, $.10 PAR VALUE
(Title of class of securities)
 
 
127190304
(CUSIP number)
 
 
Jason Wathen
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)
 
 
NOVEMBER 7, 2011
(Date of event which requires filing of this statement)

 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [   ].
 
 
 
 
 
 
 
 
 
 
 
 


 
 
 
 
 
CUSIP No.   127190304
13D/A
Page 2
 
 

1
NAME OF REPORTING PERSON:
 
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:
 
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:
 
1,315,954
9
SOLE DISPOSITIVE POWER:
 
0
10
SHARED DISPOSITIVE POWER:
 
1,315,954
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,315,954
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
 
[  ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
4.98%
 
14
TYPE OF REPORTING PERSON:
 
PN
 


 
 
 
 
 
 
 
CUSIP No.   127190304
13D/A
Page 3
 
 
 
1
NAME OF REPORTING PERSON:
 
Blue Harbour Strategic Value Partners Master Fund, 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:
 
Cayman Islands, British West Indies
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER:
 
0
 
8
SHARED VOTING POWER:
 
857,980
9
SOLE DISPOSITIVE POWER:
 
0
10
SHARED DISPOSITIVE POWER:
 
857,980
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
857,980
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
 
[X]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
3.3%
 
14
TYPE OF REPORTING PERSON:
 
PN
 

 
The aggregate amount in Row 11 excludes shares directly and beneficially owned by Blue Harbour Institutional Partners Master Fund, L.P.
 

 
 
 
 
 
 
CUSIP No.   127190304
13D/A
Page 4
 
 
 
1
NAME OF REPORTING PERSON:
 
Blue Harbour Institutional Partners Master Fund, L.P.
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:
 
Cayman Islands, British West Indies
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER:
 
0
 
8
SHARED VOTING POWER:
 
457,974
9
SOLE DISPOSITIVE POWER:
 
0
10
SHARED DISPOSITIVE POWER:
 
457,974
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
457,974
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
 
[X]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
1.7%
 
14
TYPE OF REPORTING PERSON:
 
PN
 

 
The aggregate amount in Row 11 excludes shares directly and beneficially owned by Blue Harbour Strategic Value Partners Master Fund, LP
 

 
 
 
 
 
 
CUSIP No.   127190304
13D/A
Page 5
 
 
 
1
NAME OF REPORTING PERSON:
 
Blue Harbour GP, 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:
 
1,315,954
9
SOLE DISPOSITIVE POWER:
 
0
10
SHARED DISPOSITIVE POWER:
 
1,315,954
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,315,954
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
 
[  ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
4.98%
 
14
TYPE OF REPORTING PERSON:
 
OO
 

 

 
 
 
 
 
 
CUSIP No.   127190304
13D/A
Page 6
 
 

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:
 
1,315,954
9
SOLE DISPOSITIVE POWER:
 
0
10
SHARED DISPOSITIVE POWER:
 
1,315,954
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,315,954
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
 
[  ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
4.98%
 
14
TYPE OF REPORTING PERSON:
 
OO
 
 
 
 
 
 
 
 
CUSIP No.   127190304
13D/A
Page 7
 
 

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:
 
1,315,954
9
SOLE DISPOSITIVE POWER:
 
0
10
SHARED DISPOSITIVE POWER:
 
1,315,954
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,315,954
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
 
[  ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
4.98%
 
14
TYPE OF REPORTING PERSON:
 
IN
 


 
 
 
 
 
CUSIP No.   127190304
13D/A
Page 8
 
 

This Amendment No. 2 is filed to amend Item 5 of the Schedule 13D filed with the Securities and Exchange Commission on July 7, 2010, as amended and supplemented by Amendment No. 1 filed on October 4, 2011 (the “Schedule 13D”) by and on behalf of Blue Harbour Group, LP, a Delaware limited partnership (“Manager”), Blue Harbour Strategic Value Partners Master Fund, LP, a Cayman Islands exempted limited partnership (the “Fund”), Blue Harbour Institutional Partners Master Fund, L.P., a Cayman Islands exempted limited partnership (“BHIP” and, together with the Fund, the “Funds”), Blue Harbour GP, LLC, a Delaware limited liability company (“Fund GP”), Blue Harbour Holdings, LLC, a Delaware limited liability company (“Manager GP”), and Clifton S. Robbins, a citizen of the United States of America (“Mr. Robbins”).  Reference is hereby made to the Schedule 13D.  Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D.
 
                       The following Item of the Schedule 13D is hereby amended as follows:
 
ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER.
 
Item 5 is hereby amended and restated to read in its entirety as follows:
 
(a) – (b)                      The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Amendment No. 2 to Schedule 13D are incorporated herein by reference.  As of the close of business on the date of this Amendment No. 2 to Schedule 13D, the Fund beneficially owns an aggregate of 857,980 shares of Common Stock, representing approximately 3.3% of the outstanding shares of Common Stock, and BHIP beneficially owns an aggregate of 457,974 shares of Common Stock, representing approximately 1.7% of the outstanding shares of Common Stock.  As of the date of this Amendment No. 2 to Schedule 13D, the 1,315,954 shares of Common Stock beneficially owned, in the aggregate, by the Funds, which shares of Common Stock may be deemed to be beneficially owned by each of the Fund GP, Manager, Manager GP, and Mr. Robbins, represent approximately 4.98% of the outstanding shares of Common Stock.  All percentages set forth in this paragraph are based on 26,405,574 shares of Common Stock outstanding as of the close of business on September 19, 2011, as set forth in the Company’s definitive proxy statement on Schedule 14A filed on October 6, 2011.
 
The Fund is the direct owner of 857,980 shares of Common Stock reported on this Amendment No. 2 to Schedule 13D and BHIP is the direct owner of 457,974 shares of Common Stock reported on this Amendment No. 2 to Schedule 13D.  For purposes of disclosing the number of shares beneficially owned by each of the Reporting Persons, Fund GP, as general partner of the Funds, Manager, as the investment manager of the Funds, Manager GP as the general partner of Manager, and Mr. Robbins, as controlling owner of Fund GP and Manager GP (in addition to serving as Chief Executive Officer of Manager) may be deemed to own beneficially (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) all shares of Common Stock that are owned beneficially and directly by the Funds.  Each of Fund GP, Manager, Manager GP and Mr. Robbins disclaims beneficial ownership of such shares for all other purposes.  The Fund and BHIP each disclaim beneficial ownership of the shares held directly by the other.
 
(c)           Except as set forth above or in the attached Schedule I, no Reporting Person has effected any transaction in shares of Common Stock during the sixty (60) days preceding the date of this Amendment No. 2 to Schedule 13D.
 
(d)           Not applicable.
 
 
 
 
 
 
CUSIP No.   127190304
13D/A
Page 9
 
 

(e)           As of the close of business on November 7, 2011, the Reporting Persons cease to be subject to beneficial ownership filing requirements under Section 13 of the Securities Exchange Act of 1934, as amended, as their beneficial ownership of Common Stock is now below 5% of the shares of Common Stock presently outstanding.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CUSIP No.   127190304
13D/A
Page 10
 
 

SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated: November 7, 2011
 
 
  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 STRATEGIC VALUE
PARTNERS MASTER FUND, LP
 
       
  By: Blue Harbour GP, LLC,  its general partner  
       
 
By:
/s/ Clifton S. Robbins  
    Name:  Clifton S. Robbins  
    Title:  Managing Member  
 
 
 
BLUE HARBOUR INSTITUTIONAL PARTNERS
MASTER FUND, L.P.
 
       
  By: Blue Harbour GP, LLC,  its general partner  
       
 
By:
/s/ Clifton S. Robbins  
    Name:  Clifton S. Robbins  
    Title:  Managing Member  
 
 
  BLUE HARBOUR GP, LLC  
       
 
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
 
Transactions in Shares of Common Stock by Reporting Persons

Reporting Person
Date
Transaction
Number of Shares of Common Stock
Price Per Share*
BHIP
9/30/11
Purchase
97,000
$50.39
FUND
10/19/11
Sale
4,805
$53.39
BHIP
10/19/11
Sale
2,595
$53.39
FUND
10/20/11
Sale
779
$53.26
BHIP
10/20/11
Sale
421
$53.26
FUND
10/21/11
Sale
14,960
$53.31
BHIP
10/21/11
Sale
8,088
$53.31
FUND
10/24/11
Sale
141,721
$53.74
BHIP
10/24/11
Sale
76,631
$53.74
FUND
11/3/11
Sale
61,217
$58.37
BHIP
11/3/11
Sale
35,541
$58.37
FUND
11/4/11
Sale
37,900
$57.09
BHIP
11/4/11
Sale
22,001
$57.09
FUND
11/7/11
Sale
49,563
$56.52
BHIP
11/7/11
Sale
28,778
$56.52

* Shares of Common Stock were sold or purchased (as applicable) over the day, and the aggregate amount and average price (excluding brokerage commissions) are indicated.