SECURITIES AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under the
Securities Exchange Act of 1934
Spectrum Brands,
Inc.
(Name of
Issuer)
Common Stock, $0.01 par
value
(Title of
Class of Securities)
84762L204
(CUSIP
Number)
June 11,
2010
(Date of
Event Which Requires Filing of this Statement)
Check the
following box to designate the rule pursuant to which the Schedule is
filed:
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o
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Rule
13d-1(b)
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x
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Rule
13d-1(c)
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o
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Rule
13d-1(d)
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*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).
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CUSIP
No. 84762L204
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1.
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Names of Reporting Persons
I.R.S. Identification Nos. of
above persons (entities only)
D.
E. Shaw Laminar Portfolios, L.L.C.
01-0577802
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2.
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Check the Appropriate Box if a
Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
-0-
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6.
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Shared Voting Power
3,910,295
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7.
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Sole Dispositive Power
-0-
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8.
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Shared Dispositive Power
3,910,295
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9.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
3,910,295
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10.
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Check if the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions) o
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11.
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Percent of Class Represented by
Amount in Row (9)
12.8%
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12.
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Type of Reporting Person (See
Instructions)
OO
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CUSIP
No. 84762L204
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1.
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Names of Reporting Persons
I.R.S. Identification Nos. of
above persons (entities only)
D.
E. Shaw & Co., L.L.C.
13-3799946
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2.
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Check the Appropriate Box if a
Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
-0-
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6.
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Shared Voting Power
3,910,295
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7.
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Sole Dispositive Power
-0-
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8.
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Shared Dispositive Power
3,910,295
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9.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
3,910,295
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o
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|||||
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11.
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Percent of Class Represented by
Amount in Row (9)
12.8%
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12.
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Type of Reporting Person (See
Instructions)
OO
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CUSIP No. 84762L204
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1.
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Names of Reporting Persons
I.R.S. Identification Nos. of
above persons (entities only)
D.
E. Shaw & Co., L.P.
13-3695715
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2.
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Check the Appropriate Box if a
Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
-0-
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6.
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Shared Voting Power
3,910,295
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7.
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Sole Dispositive Power
-0-
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8.
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Shared Dispositive Power
3,910,295
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9.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
3,910,295
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o
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|||||
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11.
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Percent of Class Represented by
Amount in Row (9)
12.8%
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12.
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Type of Reporting Person (See
Instructions)
IA,
PN
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CUSIP No. 84762L204
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1.
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Names of Reporting Persons
I.R.S. Identification Nos. of
above persons (entities only)
David
E. Shaw
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2.
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Check the Appropriate Box if a
Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
United
States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
-0-
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||||
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6.
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Shared Voting Power
3,910,295
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7.
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Sole Dispositive Power
-0-
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|||||
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8.
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Shared Dispositive Power
3,910,295
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|||||
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9.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
3,910,295
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|||||
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o
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|||||
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11.
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Percent of Class Represented by
Amount in Row (9)
12.8%
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12.
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Type of Reporting Person (See
Instructions)
IN
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Introductory
Note
The
Reporting Persons (as defined below) have previously reported their beneficial
ownership of the shares on Schedule 13D pursuant to Rule
13d-1(a). The Reporting Persons currently are eligible to report
their beneficial ownership on Schedule 13G and accordingly, pursuant to Rules
13d-1(c) and 13d-1(h), the Reporting Persons are filing this Schedule 13G to
report their beneficial ownership of the shares.
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Item 1.
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(a)
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Name of Issuer:
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Spectrum
Brands,
Inc.
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(b)
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Address of Issuer's Principal
Executive Offices:
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601
Rayovac Drive
Madison,
Wisconsin
53711
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Item 2.
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(a)
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Name of Person Filing:
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D.
E. Shaw Laminar Portfolios, L.L.C.
D.
E. Shaw & Co., L.L.C.
D.
E. Shaw & Co., L.P.
David
E. Shaw
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(b)
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Address of Principal Business
Office or, if none, Residence:
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The
business address for each reporting person is:
120
W. 45th
Street, Tower 45, 39th
Floor
New
York, NY 10036
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(c)
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Citizenship:
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D.
E. Shaw Laminar Portfolios, L.L.C. is a limited liability company
organized under the laws of the state of Delaware.
D.
E. Shaw & Co., L.L.C. is a limited liability company organized under
the laws of the state of Delaware.
D.
E. Shaw & Co., L.P. is a limited partnership organized under the laws
of the state of Delaware.
David
E. Shaw is a citizen of the United States of
America.
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(d)
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Title of Class of Securities:
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Common
Stock, $0.01 par
value
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(e)
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CUSIP Number:
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84762L204
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Item 3.
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If this statement is filed
pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person
filing is a:
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Not
Applicable
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Item 4.
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Ownership
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As
of June 14, 2010:
(a)
Amount beneficially owned:
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D.
E. Shaw Laminar Portfolios, L.L.C.:
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3,910,295
shares
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D.
E. Shaw & Co., L.L.C.:
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3,910,295
shares
This
is composed of 3,910,295 shares in the name of D. E. Shaw Laminar
Portfolios,
L.L.C.
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D.
E. Shaw & Co., L.P.:
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3,910,295
shares
This
is composed of 3,910,295 shares in the name of D. E. Shaw Laminar
Portfolios,
L.L.C.
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David
E. Shaw:
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3,910,295
shares
This
is composed of 3,910,295 shares in the name of D. E. Shaw Laminar
Portfolios,
L.L.C.
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(b)
Percent of class:
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D.
E. Shaw Laminar Portfolios, L.L.C.:
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12.8%
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D.
E. Shaw & Co., L.L.C.:
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12.8%
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D.
E. Shaw & Co., L.P.:
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12.8%
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David
E. Shaw:
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12.8%
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(c)
Number of shares to which the person has:
(i) Sole
power to vote or to direct the vote:
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D.
E. Shaw Laminar Portfolios, L.L.C.:
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-0-
shares
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D.
E. Shaw & Co., L.L.C.:
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-0-
shares
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D.
E. Shaw & Co., L.P.:
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-0-
shares
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David
E. Shaw:
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-0-
shares
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(ii) Shared
power to vote or to direct the vote:
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D.
E. Shaw Laminar Portfolios, L.L.C.:
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3,910,295
shares
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D.
E. Shaw & Co., L.L.C.:
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3,910,295
shares
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D.
E. Shaw & Co., L.P.:
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3,910,295
shares
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David
E. Shaw:
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3,910,295
shares
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(iii) Sole
power to dispose or to direct the disposition of:
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D.
E. Shaw Laminar Portfolios, L.L.C.:
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-0-
shares
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D.
E. Shaw & Co., L.L.C.:
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-0-
shares
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D.
E. Shaw & Co., L.P.:
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-0-
shares
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David
E. Shaw:
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-0-
shares
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(iv) Shared
power to dispose or to direct the disposition of:
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D.
E. Shaw Laminar Portfolios, L.L.C.:
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3,910,295
shares
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D.
E. Shaw & Co., L.L.C.:
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3,910,295
shares
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D.
E. Shaw & Co., L.P.:
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3,910,295
shares
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David
E. Shaw:
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3,910,295
shares
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David E.
Shaw does not own any shares directly. By virtue of
David E. Shaw’s position as President and sole shareholder of
D. E. Shaw & Co., Inc., which is the general partner of
D. E. Shaw & Co., L.P., which in turn is the investment adviser of
D. E. Shaw Laminar Portfolios, L.L.C., and by virtue of David E. Shaw’s position as President and sole shareholder of D. E. Shaw &
Co. II, Inc., which is the managing member of D. E. Shaw & Co.,
L.L.C., which in turn is the managing member of D. E. Shaw Laminar
Portfolios, L.L.C., David E. Shaw may be deemed to have the shared
power to vote or direct the vote of, and the shared power to dispose or direct
the disposition of, the 3,910,295 shares as described above constituting 12.8%
of the outstanding shares and, therefore, David E. Shaw may be deemed
to be the beneficial owner of such shares. David E. Shaw
disclaims beneficial ownership of such 3,910,295
shares.
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Item 5.
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Ownership of Five Percent or
Less of a Class
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Not
Applicable
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Item 6.
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Ownership of More than Five
Percent on Behalf of Another Person
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Not
Applicable
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Item 7.
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Identification and
Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company or Control Person
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Not
Applicable
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Item 8.
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Identification and
Classification of Members of the Group
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Not
Applicable
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Item 9.
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Notice of Dissolution of Group
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Not
Applicable
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Item 10.
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Certification
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By
signing below, each of D. E. Shaw Laminar Portfolios, L.L.C.,
D. E. Shaw & Co., L.L.C., D. E. Shaw & Co.,
L.P., and David E. Shaw certify that, to the best of such
reporting person’s 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 such purposes or
effect.
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SIGNATURE
After
reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct. Powers of Attorney, dated October 24, 2007,
granted by David E. Shaw in favor of Rochelle Elias, are attached
hereto.
Dated:
June 15, 2010
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D.
E. Shaw Laminar Portfolios,
L.L.C.
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| By: | /s/ Rochelle Elias | |
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Rochelle
Elias
Authorized
Signatory
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D.
E. Shaw & Co., L.L.C.
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| By: | /s/ Rochelle Elias | ||
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Rochelle
Elias
Authorized
Signatory
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D.
E. Shaw & Co., L.P.
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| By: | /s/ Rochelle Elias | ||
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Rochelle
Elias
Chief
Compliance
Officer
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| David E. Shaw | ||
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| By: | /s/ Rochelle Elias | |
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Rochelle
Elias
Attorney-in-Fact
for David E.
Shaw
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Exhibit
1
POWER OF
ATTORNEY
FOR
CERTAIN FILINGS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
I, David
E. Shaw, hereby make, constitute, and appoint each of:
Anne
Dinning,
Rochelle
Elias,
Julius
Gaudio,
John
Liftin,
Louis
Salkind,
Stuart Steckler,
Maximilian Stone, and
Eric
Wepsic,
acting
individually, as my agent and attorney-in-fact, with full power of substitution,
for the purpose of, from time to time, executing in my name and/or my capacity
as President of D. E. Shaw & Co., Inc. (acting for itself or as
the general partner of D. E. Shaw & Co., L. P. and general
partner, managing member, or manager of other entities, any of which in turn may
be acting for itself or other entities) all documents, certificates,
instruments, statements, other filings, and amendments to the foregoing
(collectively, “documents”) determined by such person to be necessary or
appropriate to comply with ownership or control-person reporting requirements
imposed by any United States or non-United States governmental or regulatory
authority, including without limitation Forms 3, 4, 5, and 13F and Schedules 13D
and 13G required to be filed with the Securities and Exchange Commission; and
delivering, furnishing, or filing any such documents to or with the appropriate
governmental or regulatory authority. Any such determination shall be
conclusively evidenced by such person’s execution, delivery, furnishing, and/or
filing of the applicable document.
This
power of attorney shall be valid from the date hereof and replaces the power
granted on February 24, 2004, which is hereby cancelled.
IN
WITNESS HEREOF, I have executed this instrument as of the date set forth
below.
Date: October 24,
2007
DAVID E. SHAW, as President
of
D. E. Shaw & Co.,
Inc.
/s/ David
E. Shaw
New York, New
York
Exhibit
2
POWER OF
ATTORNEY
FOR
CERTAIN FILINGS
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
I, David
E. Shaw, hereby make, constitute, and appoint each of:
Anne
Dinning,
Rochelle
Elias,
Julius
Gaudio,
John
Liftin,
Louis
Salkind,
Stuart Steckler,
Maximilian Stone, and
Eric
Wepsic,
acting
individually, as my agent and attorney-in-fact, with full power of substitution,
for the purpose of, from time to time, executing in my name and/or my capacity
as President of D. E. Shaw & Co. II, Inc. (acting for itself
or as the managing member of D. E. Shaw & Co., L.L.C. and general
partner, managing member, or manager of other entities, any of which in turn may
be acting for itself or other entities) all documents, certificates,
instruments, statements, other filings, and amendments to the foregoing
(collectively, “documents”) determined by such person to be necessary or
appropriate to comply with ownership or control-person reporting requirements
imposed by any United States or non-United States governmental or regulatory
authority, including without limitation Forms 3, 4, 5, and 13F and Schedules 13D
and 13G required to be filed with the Securities and Exchange Commission; and
delivering, furnishing, or filing any such documents to or with the appropriate
governmental or regulatory authority. Any such determination shall be
conclusively evidenced by such person’s execution, delivery, furnishing, and/or
filing of the applicable document.
This
power of attorney shall be valid from the date hereof and replaces the power
granted on February 24, 2004, which is hereby cancelled.
IN
WITNESS HEREOF, I have executed this instrument as of the date set forth
below.
Date: October 24,
2007
DAVID E. SHAW, as President
of
D. E. Shaw & Co. II,
Inc.
/s/ David
E. Shaw
New York, New
York
Exhibit
3
JOINT FILING AGREEMENT
In
accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as
amended, each of the undersigned Reporting Persons hereby agrees to the joint
filing, along with all other such Reporting Persons, on behalf of each of them
of a statement on Schedule 13G (including amendments thereto) with respect to
the Common Stock, $0.01 par value, of Spectrum Brands, Inc., and that this
Agreement be included as an Exhibit to such joint filing. This
Agreement may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument.
IN
WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of
this 15th day of June, 2010.
Dated:
June 15, 2010
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D.
E. Shaw Laminar Portfolios,
L.L.C.
|
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| By: | /s/ Rochelle Elias | |
|
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Rochelle
Elias
Authorized
Signatory
|
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D.
E. Shaw & Co., L.L.C.
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| By: | /s/ Rochelle Elias | ||
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Rochelle
Elias
Authorized
Signatory
|
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D.
E. Shaw & Co., L.P.
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| By: | /s/ Rochelle Elias | ||
|
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Rochelle
Elias
Chief
Compliance
Officer
|
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| David E. Shaw | ||
| |
|
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| By: | /s/ Rochelle Elias | |
|
Rochelle
Elias
Attorney-in-Fact
for David E.
Shaw
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