eh1300435_13da13-sbhi.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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. 13)
 
SPECTRUM BRANDS HOLDINGS, INC.
(Name of Issuer)
 
COMMON STOCK (PAR VALUE $0.01 PER SHARE)
(Title of Class of Securities)
 
84763R101
(CUSIP Number)
 
PHILIP A. FALCONE
450 PARK AVENUE, 30TH FLOOR
NEW YORK, NEW YORK 10022
(212) 339-5888
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

June 21, 2012
(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.
 
*  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).
 

 
 
 

CUSIP No. 84763R101
 
  
Page 1 of 10


 
1
NAME OF REPORTING PERSON
 
Harbinger Capital Partners Master Fund I, Ltd.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER*
 
0
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER*
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
 
0
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
 x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*
 
0%
  
14
TYPE OF REPORTING PERSON
 
CO
  
 
* See Item 5.

 
 
 

CUSIP No. 84763R101
 
  
Page 2 of 10

 
 
1
NAME OF REPORTING PERSON
 
Harbinger Capital Partners LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
AF
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
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*
 
0
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER*
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
 
0
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
 x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*
 
0%
  
14
TYPE OF REPORTING PERSON
 
CO
  
 
* See Item 5.

 
 
 
 
CUSIP No. 84763R101
 
  
Page 3 of 10


 
1
NAME OF REPORTING PERSON
 
Harbinger Capital Partners Special Situations Fund, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
OO
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
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*
 
0
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER*
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
 
0
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
 x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*
 
0%
  
14
TYPE OF REPORTING PERSON
 
PN
  

* See Item 5.
 
 
 
 
 
CUSIP No. 84763R101
 
  
Page 4 of 10


 
1
NAME OF REPORTING PERSON
 
Harbinger Capital Partners Special Situations GP, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
AF
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
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*
 
0
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER*
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
 
0
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
 x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*
 
0%
  
14
TYPE OF REPORTING PERSON
 
CO
  
 
* See Item 5.
 
 
 
 
CUSIP No. 84763R101
 
  
Page 5 of 10

 
 
1
NAME OF REPORTING PERSON
 
Harbinger Holdings, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
AF
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
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*
 
0
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER*
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
 
0
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
 x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*
 
0%
  
14
TYPE OF REPORTING PERSON
 
CO
  
 
* See Item 5.

 
 
 

CUSIP No. 84763R101
 
  
Page 6 of 10
 
 
Item 1. Security and Issuer.
 
This Amendment No. 13 to Schedule 13D is being filed by the undersigned to amend the Schedule 13D filed by the Reporting Persons on June 28, 2010, as amended by Amendment No. 1 filed on July 22, 2010, Amendment No. 2 filed on August 17, 2010, Amendment No. 3 filed on September 15, 2010, Amendment No. 4 filed on January 12, 2011, Amendment No. 5 filed on July 1, 2011, Amendment No. 6 filed on July 26, 2011, Amendment No. 7 filed on August 2, 2011, Amendment No. 8 filed on September 16, 2011, Amendment No. 9 filed on January 20, 2012, Amendment No. 10 filed February 9, 2012, Amendment No. 11 filed on March 14, 2012 and Amendment No. 12 filed on April 4, 2012 (as amended, the “Schedule 13D”) with respect to the shares of Common Stock, par value $0.01 per share (the “Shares”), of Spectrum Brands Holdings, Inc., a Delaware corporation (the “Issuer”).  The principal executive offices of the Issuer are located at 601 Rayovac Drive, Madison, Wisconsin 53711. Messrs. Falcone, Maura and Kolarik were previously included as reporting persons and their beneficial ownership of Shares was reported in this Schedule 13D. The beneficial ownership of Shares by such persons is currently reported in the Schedule 13D and amendments filed by Harbinger Group Inc. (“HGI”) with respect to the Shares.
 
Item 2. Identity and Background.
 
Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:
 
“(a-c,f) This Schedule 13D is being filed by Harbinger Capital Partners Master Fund I, Ltd. (the “Master Fund”); Harbinger Capital Partners LLC (“Harbinger LLC”), the investment manager of the Master Fund; Harbinger Capital Partners Special Situations Fund, L.P. (the “Special Fund”); Harbinger Capital Partners Special Situations GP, LLC (“HCPSS”), the general partner of the Special Fund; Global Opportunities Breakaway Ltd. (the “Breakaway Fund”); Harbinger Capital Partners II LP (formerly Global Opportunities Breakaway Management, L.P.) (“HCP II”), the investment manager of the Breakaway Fund; Harbinger Capital Partners II GP LLC (formerly Global Opportunities Breakaway Management GP, L.L.C.) (“HCP II GP”), the general partner of HCP II; and Harbinger Holdings, LLC (“Harbinger Holdings”), the managing member of Harbinger LLC and HCPSS (each of the Master Fund, Harbinger LLC, Special Fund, HCPSS, Breakaway Fund, HCP II, HCP II GP and Harbinger Holdings may be referred to herein as a “Reporting Person” and collectively may be referred to as “Reporting Persons”).
 
The Master Fund is an exempted company organized under the laws of the Cayman Islands with its principal business address at c/o International Fund Services (Ireland) Limited, Third Floor, Bishop’s Square, Redmond’s Hill, Dublin 2, Ireland. The Breakaway Fund is an exempted company organized under the laws of the Cayman Islands with its principal business address at c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, Cayman Islands KY1-1104. Each of Harbinger LLC, HCPSS, HCP II GP and Harbinger Holdings is a Delaware limited liability company. Each of the Special Fund and HCP II is a Delaware limited partnership. The principal business address for each of Harbinger LLC, the Special Fund, HCPSS, HCP II, HCP II GP, Harbinger Holdings and Philip Falcone is 450 Park Avenue, 30th Floor New York, NY 10022.
 
(d) None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e) Except as disclosed below, none of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating  activities subject to, Federal or state securities laws or finding any violation with respect to such laws.
 
In June 2012, Harbinger LLC settled administrative proceedings regarding compliance with Rule 105 of Regulation M with respect to three offerings.  In connection with the settlement, the Commission issued an Order Instituting Administrative and Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934 and Section 203(e) of the Investment Advisers Act of 1940, making findings, and imposing remedial sanctions and a cease-and-desist order against Harbinger LLC for three violations of Rule 105.  The order censures Harbinger LLC and requires Harbinger LLC to cease and desist from committing or causing any violations and any future violations of Rule 105.  Harbinger LLC paid disgorgement, prejudgment interest and a civil monetary penalty in connection with the order.  Harbinger LLC consented to the issuance of this order without admitting or denying any of the findings contained therein.”
 
 
Item 3. Source and Amount of Funds or Other Consideration.
 
Item 3 of the Schedule 13D is hereby amended by adding the following as the last paragraph thereof:
 
“The Master Fund and the Special Fund held certain debt securities of Spectrum Brands, Inc. in an account at Lehman Brothers International (Europe) (“LBIE”), which were subsequently converted into the right to receive Shares. The 79,100 and 101,089 Shares reported as beneficially owned by the Master Fund and the Special Fund, respectively, were non-rehypothecated securities that were held at LBIE. On September 15, 2008, the High Court of Justice in England & Wales made an order appointing four partners of PriceWaterhouseCoopers LLP as joint administrators of LBIE. On June 21, 2012, the Master Fund and Special Fund sold certain of their claims against LBIE (including with regard to the Shares) for a price which approximates to $6 and $10 per Share. At the time of such sale, the timing and likelihood of the return of such Shares from LBIE to Master Fund and Special Fund was uncertain.”
 
 
 
 
 

CUSIP No. 84763R101
 
  
Page 7 of 10
 

 
Item 4.   Purpose of Transaction.
 
No material change. 
 
 
Item 5.  Interest in Securities of the Issuer.
 
Item 5 of the Schedule 13D is hereby amended and restated in their entirety as follows:
 
“The Shares reported as beneficially owned by the Reporting Persons in this Schedule 13D do not include 29,893,186 Shares beneficially owned by HGI or the 127,000 Shares beneficially owned by Mr. David M. Maura, a director and executive officer of HGI, or the 4,000 Shares owned by Mr. Tyler Kolarik, an employee of HGI.  The Shares beneficially owned by HGI and Messrs. Falcone, Maura and Kolarik are reported in a separate Scheulde 13D filed by HGI with respect to the Issuer.
 
(a, b) As of the date hereof, the Master Fund may be deemed to be the beneficial owner of 0 Shares, constituting 0% of the Shares.
 
The Master 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 0 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 0 Shares.
 
(a, b) As of the date hereof, Harbinger LLC may be deemed to be the beneficial owner of 0 Shares, constituting 0% of the Shares.
 
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 0 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 0 Shares.
 
(a, b) As of the date hereof, the Special Fund may be deemed to be the beneficial owner of 0 Shares, constituting 0% of the Shares.
 
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 0 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 0 Shares.
 
(a, b) As of the date hereof, HCPSS may be deemed to be the beneficial owner of 0 Shares, constituting 0% of the Shares.
 
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 0 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 0 Shares.
 
(a, b) As of the date hereof, Harbinger Holdings may be deemed to be the beneficial owner of 0 Shares, constituting 0% of the Shares.
 
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 0 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 0 Shares.
 
(c) Other than trades reported in Item 3 of this Schedule 13D, the Reporting Persons did not effect any other transactions in the Shares since the date of the last amendment to the Schedule 13D.
 
 
 
 
 

CUSIP No. 84763R101
 
  
Page  8 of 10
 
 
(d)  Not applicable.
 
(e)  As of June 21, 2012, the Reporting Persons ceased to directly own any 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.
 
 
Exhibit Y:
Joint Filing Agreement
 
 
 
 
 

CUSIP No. 84763R101
 
  
Page 9 of 10



SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.
       
 
By:
Harbinger Capital Partners LLC
  
       
 
By:
Harbinger Holdings, LLC, Manager
  
       
 
By:
/s/ Philip A. Falcone
  
   
Name:  Philip A. Falcone
  
   
Title:    Managing Member
  
       
 
 
HARBINGER CAPITAL PARTNERS LLC
       
 
By:
Harbinger Holdings, LLC, Manager
       
 
By:
/s/ Philip A. Falcone
  
   
Name:  Philip A. Falcone
  
   
Title:    Managing Member
  
       
 
 
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 A. Falcone
  
   
Name:  Philip A. Falcone
  
   
Title:    Managing Member
  
       
 
 
HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC
       
 
By:
Harbinger Holdings, LLC, Managing Member
       
 
By:
/s/ Philip A. Falcone
  
   
Name:  Philip A. Falcone
  
   
Title:    Managing Member
  
       

 
 
 
 

CUSIP No. 84763R101
 
  
Page 10 of 10


 
 
HARBINGER HOLDINGS, LLC
       
 
By:
/s/ Philip A. Falcone
  
   
Name:  Philip A. Falcone
  
   
Title:    Managing Member
  
       
 
 


March 21, 2013
 
Attention: Intentional misstatements or omissions of fact constitute federal violations (see 18 U.S.C. § 1001).
 

 
 
 
 
Exhibit Y
JOINT FILING AGREEMENT
 
The undersigned agree that this Amendment to Schedule 13D relating to the shares of Common Stock (par value $0.01 per share) of Spectrum Brands Holdings, Inc. shall be filed on behalf of the undersigned.
 
 
 
HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.
       
 
By:
Harbinger Capital Partners LLC
  
       
 
By:
Harbinger Holdings, LLC, Manager
  
       
 
By:
/s/ Philip A. Falcone
  
   
Name:  Philip A. Falcone
  
   
Title:    Managing Member
  
       
 
 
HARBINGER CAPITAL PARTNERS LLC
       
 
By:
Harbinger Holdings, LLC, Manager
       
 
By:
/s/ Philip A. Falcone
  
   
Name:  Philip A. Falcone
  
   
Title:    Managing Member
  
       
 
 
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 A. Falcone
  
   
Name:  Philip A. Falcone
  
   
Title:    Managing Member
  
       
 
 
HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC
       
 
By:
Harbinger Holdings, LLC, Managing Member
       
 
By:
/s/ Philip A. Falcone
  
   
Name:  Philip A. Falcone
  
   
Title:    Managing Member
  
       

 

Y-1
 
 
 
 
 
 
 
HARBINGER HOLDINGS, LLC
       
 
By:
/s/ Philip A. Falcone
  
   
Name:  Philip A. Falcone
  
   
Title:    Managing Member
  
       
 
 
 



March 21, 2013
 
 
Y-2