0000950142-12-000589.txt : 20120309
0000950142-12-000589.hdr.sgml : 20120309
20120309172612
ACCESSION NUMBER: 0000950142-12-000589
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20120307
FILED AS OF DATE: 20120309
DATE AS OF CHANGE: 20120309
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: 12681753
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: 0930
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: 12681756
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: 12681752
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: 12681755
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: 12681754
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: 12681757
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
4
1
es1200401_4-hcpmf.xml
OWNERSHIP DOCUMENT
X0304
4
2012-03-07
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
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)
2012-03-07
4
P
0
249900
29.00
A
29035708
I
See footnotes
Common Stock (par value $0.01 per share)
79100
D
Common Stock (par value $0.01 per share)
101089
D
The price shown in Column 4 is the purchase price of the shares of common stock of Spectrum Brands Holdings, Inc. (the "Issuer"), par value $0.01 per share (the "SPB Shares") on the transaction date.
In this Form 4, "HGI" refers to Harbinger Group Inc.; "Special Situations Fund" refers to Harbinger Capital Partners Special Situations Fund, L.P.; "HCPSS" refers to Harbinger Capital Partners Special Situations GP, LLC, the general partner of the Special Situations Fund; the "Master Fund" refers to Harbinger Capital Partners Master Fund I, Ltd.; "Harbinger LLC" refers to Harbinger Capital Partners LLC, the investment manager of the Master Fund; "Harbinger Holdings" refers to Harbinger Holdings, LLC, the managing member of HCPSS and Harbinger LLC; and "Mr. Falcone" refers to Philip Falcone, the managing member of Harbinger Holdings and the portfolio manager of the Master Fund and Special Situations Fund. (cont'd in FN 3)
(cont'd from FN 2) "HCP Persons" refers collectively to the Master Fund, Harbinger LLC, Harbinger Holdings, the Special Situations Fund, HCPSS and Mr. Falcone, each of whom is a Reporting Person.
These SPB Shares are directly owned by HGI, or its wholly owned subsidiary, which are not Reporting Persons hereunder; HGI has filed a separate Statement of Changes in Beneficial Ownership on Form 4 with respect to its interest in the SPB Shares. These SPB Shares may be deemed to be indirectly beneficially owned by each of the HCP Persons, each of which 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.
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 LLC, Harbinger Holdings and Mr. Falcone. Each of these Reporting Persons 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: HCPSS, Harbinger Holdings and Mr. Falcone. Each of these Reporting Persons 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.
(+) 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 Mr. Omar Asali serve on the board of directors of the Issuer. Mr. Maura is an Executive Vice President and a director of HGI. Mr. Asali is President and a director of HGI. 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, Managing Member By: /s/ Philip Falcone
2012-03-09
Harbinger Capital Partners LLC(+) By: Harbinger Holdings, LLC, Managing Member By: /s/ Philip Falcone
2012-03-09
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
2012-03-09
Harbinger Capital Partners Special Situations GP, LLC(+) By: Harbinger Holdings, LLC, Managing Member By: /s/ Philip Falcone
2012-03-09
Harbinger Holdings, LLC(+) By: /s/ Philip Falcone
2012-03-09
/s/ Philip Falcone(+)
2012-03-09