UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)
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SPECTRUM BRANDS, INC. |
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(Name of Issuer) |
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(Title of Class of Securities) |
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(CUSIP Number) |
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(Name, Address and Telephone Number of Person |
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(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 that 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 o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
IMPORTANT NOTE: THE SECURITIES SET FORTH IN THIS REPORT ARE DIRECTLY BENEFICIALLY OWNED BY HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD., HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. AND/OR GLOBAL OPPORTUNITIES BREAKAWAY LTD. (COLLECTIVELY, THE “FUNDS”). ALL OTHER ENTITIES AND PERSONS ARE INCLUDED WITHIN THIS REPORT DUE TO THEIR AFFILIATION WITH ONE OR MORE OF THE FUNDS.
* 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 disclosures provided in a prior cover page.
The information required on 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 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).
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CUSIP 84762L204 |
Page 2 of 17 Pages |
SCHEDULE 13D
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1 |
NAME OF REPORTING PERSON |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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NUMBER OF |
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SOLE VOTING POWER |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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TYPE OF REPORTING PERSON |
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CUSIP 84762L204 |
Page 3 of 17 Pages |
SCHEDULE 13D
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1 |
NAME OF REPORTING PERSON |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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NUMBER OF |
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SOLE VOTING POWER |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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TYPE OF REPORTING PERSON |
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CUSIP 84762L204 |
Page 4 of 17 Pages |
SCHEDULE 13D
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1 |
NAME OF REPORTING PERSON |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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NUMBER OF |
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SOLE VOTING POWER 1,891,717 |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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TYPE OF REPORTING PERSON |
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CUSIP 84762L204 |
Page 5 of 17 Pages |
SCHEDULE 13D
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1 |
NAME OF REPORTING PERSON |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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NUMBER OF |
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SOLE VOTING POWER |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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TYPE OF REPORTING PERSON |
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CUSIP 84762L204 |
Page 6 of 17 Pages |
SCHEDULE 13D
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1 |
NAME OF REPORTING PERSON |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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NUMBER OF |
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SOLE VOTING POWER |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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TYPE OF REPORTING PERSON |
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CUSIP 84762L204 |
Page 7 of 17 Pages |
SCHEDULE 13D
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1 |
NAME OF REPORTING PERSON |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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NUMBER OF |
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SOLE VOTING POWER |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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TYPE OF REPORTING PERSON |
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CUSIP 84762L204 |
Page 8 of 17 Pages |
SCHEDULE 13D
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1 |
NAME OF REPORTING PERSON |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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NUMBER OF |
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SOLE VOTING POWER |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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TYPE OF REPORTING PERSON |
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CUSIP 84762L204 |
Page 9 of 17 Pages |
SCHEDULE 13D
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1 |
NAME OF REPORTING PERSON |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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NUMBER OF |
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SOLE VOTING POWER |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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14 |
TYPE OF REPORTING PERSON |
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CUSIP 84762L204 |
Page 10 of 17 Pages |
SCHEDULE 13D
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1 |
NAME OF REPORTING PERSON |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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NUMBER OF |
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SOLE VOTING POWER |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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TYPE OF REPORTING PERSON |
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CUSIP 84762L204 |
Page 11 of 17 Pages |
SCHEDULE 13D
Item 1. Security and Issuer.
This Amendment No. 1. to Schedule 13D (“Amendment No.1”) is being filed by the undersigned to amend the Schedule 13D filed by the Reporting Persons on September 8, 2008 (the “Schedule 13D”) with respect to the Common Stock, $0.01 par value per share of Spectrum Brands, Inc. The address of the issuer is Six Concourse Parkway, Suite 3300 Atlanta, Georgia 30328.
Item 2. Identity and Background.
Item 3. Source and Amount of Funds or Other Consideration.
No material change.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is amended by adding the following to the last paragraph thereof:
“The Master Fund and Special Fund held certain Shares of the Issuer’s common stock in an account at Lehman Brothers International (Europe) ("LBIE"). On September 15, 2008, LBIE was placed into administration under United Kingdom law and four partners of PriceWaterhouseCoopers LLP were appointed as joint administrators (the "Joint Administrators"). The Joint Administrators have advised that 449,309 and 101,088 of the Shares held by the Master Fund and the Special Fund, respectively, were rehypothecated. The Master Fund and Special Fund each believe at this time that rehypothecated shares will not be recoverable. The Joint Administrators have proposed a framework which, if approved, would entitle customers to a claim for the rehypothecated securities valued as of the close of market on September 12, 2008 which would be setoff against amounts owed by such customer to LBIE. Accordingly, the Master Fund and Special Fund in this filing have reduced the number of Shares of the Issuer held by them to the extent such Shares were held at LBIE and were
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CUSIP 84762L204 |
Page 12 of 17 Pages |
SCHEDULE 13D
rehypothecated. By making this filing, the Master Fund and Special Fund does not waive any arguments that it is entitled to recover such Shares and expressly reserves such arguments. Certain non-rehypothecated Shares were also held at LBIE and the timing and likelihood of the return of such Shares is uncertain at this time. Subsequent filings may be necessary to address a final determination regarding the disposition of such Shares.”
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended by deleting paragraphs (a) and (b) thereof and replacing such paragraphs with the following:
“(a, b) As of the date hereof, the Master Fund may be deemed to be the beneficial owner of 8,708,252 Shares, constituting 29.03% of the Shares of the Issuer.
The Master Fund has the sole power to vote or direct the vote of 0 Shares; has he shared power to vote or direct the vote of 8,708,252 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 8,708,252 Shares.
The Master Fund specifically disclaims beneficial ownership in the Shares reported herein except to the extent it actually exercises voting or dispositive power with respect to such Shares.
(a, b) As of the date hereof, Harbinger LLC may be deemed to be the beneficial owner of 8,708,252 Shares, constituting 29.03% of the Shares of the Issuer.
Harbinger LLC has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 8,708,252 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to disposer direct the disposition of 8,708,252 Shares.
Harbinger LLC specifically disclaims beneficial ownership in the Shares reported herein except to the extent it actually exercises voting or dispositive power with respect to such Shares.
(a, b) As of the date hereof, the Special Fund may be deemed to be the beneficial owner of 1,891,717 Shares, constituting 6.31% of the Shares of the Issuer.
The Special Fund has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 1,891,717 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 1,891,717 Shares.
The Special Fund specifically disclaims beneficial ownership in the Shares reported herein except to the extent it actually exercises voting or dispositive power with respect to such Shares.
(a, b) As of the date hereof, HCPSS may be deemed to be the beneficial owner of 1,891,717 Shares, constituting 6.31% of the Shares of the Issuer.
HCPSS has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 1,891,717 Shares; has sole power to disposer direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 1,891,717 Shares.
HCPSS specifically disclaims beneficial ownership in the Shares reported herein except to the extent it actually exercises voting or dispositive power with respect to such Shares.
(a, b) As of the date hereof, the Breakaway Fund may be deemed to be the beneficial owner of 1,453,850 Shares, constituting 4.85% of the Shares of the Issuer.
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CUSIP 84762L204 |
Page 13 of 17 Pages |
SCHEDULE 13D
The Breakaway Fund has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 1,453,850 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 1,453,850 Shares.
The Breakaway Fund specifically disclaims beneficial ownership in the Shares reported herein except to the extent it actually exercises voting or dispositive power with respect to such Shares.
(a, b) As of the date hereof, HCP II may be deemed to be the beneficial owner of 1,453,850 Shares, constituting 4.85% of the Shares of the Issuer.
HCP II has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 1,453,850 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 1,453,850 Shares.
HCP II specifically disclaims beneficial ownership in the Shares reported herein except to the extent it actually exercises voting or dispositive power with respect to such Shares.
(a, b) As of the date hereof, HCP II GP may be deemed to be the beneficial owner of 1,453,850 Shares, constituting 4.85% of the Shares of the Issuer.
HCP II GP has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 1,453,850 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 1,453,850 Shares.
HCP II GP specifically disclaims beneficial ownership in the Shares reported herein except to the extent it actually exercises voting or dispositive power with respect to such Shares.
(a, b) As of the date hereof, Harbinger Holdings may be deemed to be the beneficial owner of 10,599,969 Shares, constituting 35.34% of the Shares of the Issuer.
Harbinger Holdings has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 10,599,969 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 10,599,969 Shares.
Harbinger Holdings specifically disclaims beneficial ownership in the Shares reported herein except to the extent it actually exercises voting or dispositive power with respect to such Shares.
(a, b) As of the date hereof, Philip Falcone may be deemed to be the beneficial owner of 12,053,819 Shares, constituting 40.18% of the Shares of the Issuer.
Mr. Falcone has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 12,053,819 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 12,053,819 Shares.
Mr. Falcone specifically disclaims beneficial ownership in the Shares reported herein except to the extent it actually exercises voting or dispositive power with respect to such Shares.”
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
No material change.
Item 7. Material to be Filed as Exhibits.
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Exhibit A: |
Joint Filing Agreement |
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CUSIP 84762L204 |
Page 14 of 17 Pages |
SCHEDULE 13D
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information se forth in this statement is true, complete and correct.
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HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. |
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By: |
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Name: Philip Falcone |
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HARBINGER CAPITAL PARTNERS LLC |
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By: |
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Name: Philip Falcone |
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HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. |
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By: |
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Name: Philip Falcone |
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HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC |
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By: |
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Name: Philip Falcone |
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CUSIP 84762L204 |
Page 15 of 17 Pages |
SCHEDULE 13D
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GLOBAL OPPORTUNITIES BREAKAWAY LTD. |
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By: |
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Name: Philip Falcone |
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HARBINGER CAPITAL PARTNERS II LP |
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By: |
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Name: Philip Falcone |
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HARBINGER CAPITAL PARTNERS II GP LLC |
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By: |
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Name: Philip Falcone |
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HARBINGER HOLDINGS, LLC |
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By: |
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Name: Philip Falcone |
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PHILIP FALCONE |
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By: |
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Philip Falcone |
October 16, 2009
Attention: Intentional misstatements or omissions of fact constitute federal violations (see 18 U.S.C. 1001).
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CUSIP 84762L204 |
Page 16 of 17 Pages |
SCHEDULE 13D
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned agree that this Amendment No. 1 dated October 16, 2009 relating to the shares of Common Stock (par value $0.01 per share) of Spectrum Brands, Inc. shall be filed on behalf of the undersigned.
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HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. |
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By: |
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Name: Philip Falcone |
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HARBINGER CAPITAL PARTNERS LLC |
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By: |
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Name: Philip Falcone |
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HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. |
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By: |
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Name: Philip Falcone |
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HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC |
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By: |
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Name: Philip Falcone |
A-1
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CUSIP 84762L204 |
Page 17 of 17 Pages |
SCHEDULE 13D
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GLOBAL OPPORTUNITIES BREAKAWAY LTD. |
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By: |
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Name: Philip Falcone |
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HARBINGER CAPITAL PARTNERS II LP |
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By: |
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Name: Philip Falcone |
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HARBINGER CAPITAL PARTNERS II GP LLC |
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By: |
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Name: Philip Falcone |
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HARBINGER HOLDINGS, LLC |
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By: |
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Name: Philip Falcone |
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PHILIP FALCONE |
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By: |
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Philip Falcone |
October 16, 2009
A-2