-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ff/C87sRBE8FoaxeM6EAnk5n7k5GE1XW5DGbFSxT7lFk2L/Cu2dQHBQarZVWuHLX 9/6UV9Er5GhNMOIR74Bkgw== 0000950142-11-000080.txt : 20110111 0000950142-11-000080.hdr.sgml : 20110111 20110111213944 ACCESSION NUMBER: 0000950142-11-000080 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110107 FILED AS OF DATE: 20110111 DATE AS OF CHANGE: 20110111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FALCONE PHILIP CENTRAL INDEX KEY: 0001233569 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34757 FILM NUMBER: 11524241 MAIL ADDRESS: STREET 1: 450 PARK AVENUE, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Spectrum Brands Holdings, Inc. CENTRAL INDEX KEY: 0001487730 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 272166630 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 601 RAYOVAC DRIVE CITY: MADISON STATE: WI ZIP: 53711 BUSINESS PHONE: 608-275-3340 MAIL ADDRESS: STREET 1: 601 RAYOVAC DRIVE CITY: MADISON STATE: WI ZIP: 53711 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. CENTRAL INDEX KEY: 0001233563 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34757 FILM NUMBER: 11524240 BUSINESS ADDRESS: STREET 1: C/O INTERNATIONAL FUND SVS. (IRELAND) LT STREET 2: 78 SIR JOHN ROGERSON'S QUAY CITY: DUBLIN 2 STATE: L2 ZIP: 00000 BUSINESS PHONE: 2125216972 MAIL ADDRESS: STREET 1: C/O INTERNATIONAL FUND SVS. (IRELAND) LT STREET 2: 78 SIR JOHN ROGERSON'S QUAY CITY: DUBLIN 2 STATE: L2 ZIP: 00000 FORMER NAME: FORMER CONFORMED NAME: HARBERT DISTRESSED INVESTMENT MASTER FUND LTD DATE OF NAME CHANGE: 20030516 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. CENTRAL INDEX KEY: 0001371517 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34757 FILM NUMBER: 11524238 BUSINESS ADDRESS: STREET 1: 450 PARK AVENUE, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-339-5100 MAIL ADDRESS: STREET 1: 450 PARK AVENUE, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: HARBINGER CAPITAL PARTNERS SITUATIONS FUND, L.P. DATE OF NAME CHANGE: 20060803 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC CENTRAL INDEX KEY: 0001371518 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34757 FILM NUMBER: 11524237 BUSINESS ADDRESS: STREET 1: 450 PARK AVENUE, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-339-5100 MAIL ADDRESS: STREET 1: 450 PARK AVENUE, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HARBINGER HOLDINGS, LLC CENTRAL INDEX KEY: 0001456927 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34757 FILM NUMBER: 11524233 BUSINESS ADDRESS: STREET 1: 450 PARK AVENUE, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-339-5100 MAIL ADDRESS: STREET 1: 450 PARK AVENUE, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HARBINGER CAPITAL PARTNERS LLC CENTRAL INDEX KEY: 0001457298 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34757 FILM NUMBER: 11524239 BUSINESS ADDRESS: STREET 1: 450 PARK AVENUE, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-339-5100 MAIL ADDRESS: STREET 1: 450 PARK AVENUE, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GLOBAL OPPORTUNITIES BREAKAWAY LTD. CENTRAL INDEX KEY: 0001466478 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34757 FILM NUMBER: 11524236 BUSINESS ADDRESS: STREET 1: C/O MAPLES CORPORATE SERVICES LIMITED STREET 2: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: (345) 945-7099 MAIL ADDRESS: STREET 1: C/O MAPLES CORPORATE SERVICES LIMITED STREET 2: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 FORMER NAME: FORMER CONFORMED NAME: Global Opportunities Breakaway Ltd. DATE OF NAME CHANGE: 20090617 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HARBINGER CAPITAL PARTNERS II GP LLC CENTRAL INDEX KEY: 0001466495 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34757 FILM NUMBER: 11524234 BUSINESS ADDRESS: STREET 1: 450 PARK AVENUE, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-339-5100 MAIL ADDRESS: STREET 1: 450 PARK AVENUE, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: GLOBAL OPPORTUNITIES BREAKAWAY MANAGEMENT GP, L.L.C. DATE OF NAME CHANGE: 20090622 FORMER NAME: FORMER CONFORMED NAME: Global Opportunities Breakaway Management GP, L.L.C. DATE OF NAME CHANGE: 20090617 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HARBINGER CAPITAL PARTNERS II LP CENTRAL INDEX KEY: 0001466496 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34757 FILM NUMBER: 11524235 BUSINESS ADDRESS: STREET 1: 450 PARK AVENUE, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-339-5100 MAIL ADDRESS: STREET 1: 450 PARK AVENUE, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: GLOBAL OPPORTUNITIES BREAKAWAY MANAGEMENT, L.P. DATE OF NAME CHANGE: 20090622 FORMER NAME: FORMER CONFORMED NAME: Global Opportunities Breakaway Management, L.P. DATE OF NAME CHANGE: 20090617 4 1 form4_hcpmfi-sph010711ex.xml FORM 4 X0303 4 2011-01-07 0 0001487730 Spectrum Brands Holdings, Inc. SPB 0001233563 HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. C/O INTERNATIONAL FUND SVS. (IRELAND) LT 78 SIR JOHN ROGERSON'S QUAY DUBLIN 2 L2 00000 IRELAND 0 0 1 1 *See Remarks 0001457298 HARBINGER CAPITAL PARTNERS LLC 450 PARK AVENUE, 30TH FLOOR NEW YORK NY 10022 0 0 1 1 *See Remarks 0001371517 HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. 450 PARK AVENUE, 30TH FLOOR NEW YORK NY 10022 0 0 1 1 *See Remarks 0001371518 HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC 450 PARK AVENUE, 30TH FLOOR NEW YORK NY 10022 0 0 1 1 *See Remarks 0001466478 GLOBAL OPPORTUNITIES BREAKAWAY LTD. MAPLES CORPORATE SERVICES LIMITED PO BOX 309, UGLAND HOUSE GRAND CAYMAN E9 KY1-1104 CAYMAN ISLANDS 0 0 1 1 *See Remarks 0001466496 HARBINGER CAPITAL PARTNERS II LP 450 PARK AVENUE, 30TH FLOOR NEW YORK NY 10022 0 0 1 1 *See Remarks 0001466495 HARBINGER CAPITAL PARTNERS II GP LLC 450 PARK AVENUE, 30TH FLOOR NEW YORK NY 10022 0 0 1 1 *See Remarks 0001456927 HARBINGER HOLDINGS, LLC 450 PARK AVENUE, 30TH FLOOR NEW YORK NY 10022 0 0 1 1 *See Remarks 0001233569 FALCONE PHILIP 450 PARK AVENUE, 30TH FLOOR NEW YORK NY 10022 0 0 1 1 *See Remarks Common Stock (par value $0.01 per share) 2011-01-07 4 J 0 21312372 D 6398912 D Common Stock (par value $0.01 per share) 2011-01-07 4 J 0 4333891 D 101089 D Common Stock (par value $0.01 per share) 2011-01-07 4 J 0 2110642 D 0 D Common Stock (par value $0.01 per share) 27756905 I See footnotes On January 7, 2011, pursuant to the terms of a Contribution and Exchange Agreement, by and among Harbinger Group Inc. ("HGI"), Harbinger Capital Partners Master Fund I, Ltd. (the "Master Fund"), Harbinger Capital Partners Special Situations Fund, L.P. (the "Special Situations Fund") and Global Opportunities Breakaway Ltd. (the "Breakaway Fund"), the Master Fund contributed to HGI 21,312,372 shares of the Issuer's common stock, par value $0.01 per share (the "SPB Shares"), the Special Fund contributed to HGI 4,333,891 SPB Shares and the Breakaway Fund contributed to HGI 2,110,642 SPB Shares. Following the contribution, all of the 27,756,905 SPB Shares contributed will be indirectly beneficially owned through HGI. The Master Fund and the Special Situations Fund will maintain direct beneficial ownership of 6,398,912 SPB Shares and 101,089 SPB Shares, respectively, that are not included in the contribution. The Breakaway Fund has contributed all of the SPB Shares that they directly beneficially owned to HGI. In exchange for their contributed SPB Shares, the Master Fund received from HGI 92,069,447 shares of HGI common stock, par value $0.01 per share ("HGI Shares"), the Special Fund received from HGI 18,722,409 HGI Shares and the Breakaway Fund received from HGI 9,117,974 HGI Shares. On such date, the market value of the HGI Shares was $6.03 per share. Holdings reported in Column 5 reflect certain internal transfers of securities between the Master Fund and the Special Situations Fund that were not otherwise reportable. These SPB Shares are owned directly by the Master Fund, which is a Reporting Person. These SPB Shares may be deemed to be indirectly beneficially owned by the following, each of whom is a Reporting Person: Harbinger Capital Partners LLC ("Harbinger LLC"), the investment manager of the Master Fund; Harbinger Holdings, LLC ("Harbinger Holdings"), the manager of Harbinger LLC; and Philip Falcone, the managing member of Harbinger Holdings and the portfolio manager of the Master Fund. Each Reporting Person listed in Footnote 5 disclaims beneficial ownership of the SPB Shares except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the SPB Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. These SPB Shares are owned directly by the Special Situations Fund, which is a Reporting Person. These SPB Shares may be deemed to be indirectly beneficially owned by the following, each of whom is a Reporting Person: Harbinger Capital Partners Special Situations GP, LLC ("HCPSS"), the general partner of the Special Situations Fund; Harbinger Holdings, the managing member of HCPSS; and Philip Falcone (collectively, the Master Fund, Harbinger LLC, Harbinger Holdings, the Special Situations Fund, HCPSS and Mr. Falcone, the "HCP Persons"), the managing member of Harbinger Holdings and the portfolio manager of the Special Situations Fund. Each Reporting Person listed in Footnote 8 disclaims beneficial ownership of the SPB Shares except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the SPB Shares for purposes of Section 16 of the Exchange Act of 1934, as amended, or for any other purpose. These SPB Shares are owned directly by the Breakaway Fund, which is a Reporting Person. These SPB Shares may be deemed to be indirectly beneficially owned by the following, each of whom is a Reporting Person: Harbinger Capital Partners II LP ("HCP II"), the investment manager of the Breakaway Fund; Harbinger Capital Partners II GP LLC ("HCP GP II"), the general partner of HCP II; and Philip Falcone, the managing member of HCP II GP and the portfolio manager of the Breakaway Fund. Following the disposition of the SPB Shares by the Breakaway Fund described in Footnotes 1 and 2 above, the Breakaway Fund, HCP II and HCP GP II have each ceased to beneficially own any SPB Shares. These SPB Shares are directly owned by HGI, which is not a Reporting Person. These SPB Shares owned by HGI may be deemed to be indirectly beneficially owned by the HCP Persons, each of whom is a Reporting Person. Each of the HCP Persons disclaims beneficial ownership of the SPB Shares owned by HGI except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of such SPB Shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. (+) The HCP Persons and HGI may be deemed to be members of a "group" for purposes of the Securities Exchange Act of 1934, as amended. Each of the HCP Persons and HGI disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by such person. This report shall not be deemed an admission that such person is a member of a group or the beneficial owner of any securities not directly owned by such person. (+) Mr. David M. Maura and Ms. Robin Roger serve on the board of directors of the Issuer. Mr. Maura is a Vice President and Director of Investments of Harbinger LLC and Ms. Roger is the General Counsel and Managing Director of Harbinger LLC. As a result, the persons listed herein may be deemed directors of the Issuer by deputization. Harbinger Capital Partners Master Fund I, Ltd.(+) By: Harbinger Capital Partners LLC, By: Harbinger Holdings, LLC, Manager By: /s/ Philip Falcone 2011-01-11 Harbinger Capital Partners LLC(+) By: Harbinger Holdings, LLC, Manager By: /s/ Philip Falcone 2011-01-11 Harbinger Capital Partners Special Situations Fund, L.P.(+) By: Harbinger Capital Partners Special Situations GP, LLC By: Harbinger Holdings, LLC, Managing Member By: /s/ Philip Falcone 2011-01-11 Harbinger Capital Partners Special Situations GP, LLC(+) By: Harbinger Holdings, LLC, Managing Member By: /s/ Philip Falcone 2011-01-11 Global Opportunities Breakaway Ltd. (+) By: Harbinger Capital Partners II LP By: Harbinger Capital Partners II GP LLC, General Partner By: /s/ Philip Falcone 2011-01-11 Harbinger Capital Partners II LP (+) By: Harbinger Capital Partners II GP LLC, General Partner By: /s/ Philip Falcone 2011-01-11 Harbinger Capital Partners II GP LLC (+) By: /s/ Philip Falcone 2011-01-11 Harbinger Holdings, LLC(+) By: /s/ Philip Falcone 2011-01-11 /s/ Philip Falcone(+) 2011-01-11 -----END PRIVACY-ENHANCED MESSAGE-----