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. 3)*
Spectrum
Brands, Inc.
(Name of
Issuer)
Common
Stock (par value $0.01 per share)
(Title of
Class of Securities)
84762L105
(CUSIP
Number)
Joel
B. Piassick
2100
Third Avenue North, Suite 600
Birmingham,
Alabama 35203
(Name,
Address and Telephone Number of
Person
Authorized to Receive Notices
and
Communications)
November
24, 2008
(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. AND/OR HARBINGER CAPITAL PARTNERS
SPECIAL SITUATIONS FUND, L.P. (COLLECTIVELY, THE "FUNDS"). ALL OTHER ENTITIES
AND PERSONS ARE INCLUDED WITHIN THIS REPORT DUE TO THEIR AFFILIATION WITH ONE OR
BOTH 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).
1
NAME OF
REPORTING PERSONS
Harbinger Capital Partners Master Fund I, Ltd.
2
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
þ
3
SEC USE
ONLY
4
SOURCE OF
FUNDS
WC
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
|
7
8
9
10
|
SOLE
VOTING POWER
0
SHARED VOTING POWER
437,500
SOLE DISPOSITIVE POWER
0
SHARED DISPOSITIVE POWER
437,500
|
11
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
437,500
12
CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
14
TYPE OF
REPORTING PERSON*
CO
1
NAME OF
REPORTING PERSONS
Harbinger
Capital Partners Offshore Manager, L.L.C.
2
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
þ
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
|
7
8
9
10
|
SOLE
VOTING POWER
0
SHARED VOTING POWER
437,500
SOLE DISPOSITIVE POWER
0
SHARED DISPOSITIVE POWER
437,500
|
11
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
437,500
12
CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
14
TYPE OF
REPORTING PERSON*
OO
1
NAME OF
REPORTING PERSONS
HMC
Investors, L.L.C.
2
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
þ
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
|
7
8
9
10
|
SOLE
VOTING POWER
0
SHARED VOTING POWER
437,500
SOLE DISPOSITIVE POWER
0
SHARED DISPOSITIVE POWER
437,500
|
11
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
437,500
12
CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
14
TYPE OF
REPORTING PERSON*
OO
1
NAME OF
REPORTING PERSONS
Harbinger
Capital Partners Special Situations Fund, L.P.
2
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
þ
3
SEC USE
ONLY
4
SOURCE OF
FUNDS
WC
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
|
7
8
9
10
|
SOLE
VOTING POWER
0
SHARED VOTING POWER
0
SOLE DISPOSITIVE POWER
0
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
o
13
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
14
TYPE OF
REPORTING PERSON*
PN
1
NAME OF
REPORTING PERSONS
Harbinger
Capital Partners Special Situations GP, LLC
2
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
þ
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
|
7
8
9
10
|
SOLE
VOTING POWER
0
SHARED VOTING POWER
0
SOLE DISPOSITIVE POWER
0
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
o
13
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
14
TYPE OF
REPORTING PERSON*
OO
1
NAME OF
REPORTING PERSONS
HMC
- New York, Inc.
2
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
þ
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
New York
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
|
7
8
9
10
|
SOLE
VOTING POWER
0
SHARED VOTING POWER
0
SOLE DISPOSITIVE POWER
0
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
o
13
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
14
TYPE OF
REPORTING PERSON*
CO
1
NAME OF
REPORTING PERSONS
Harbert
Management Corporation
2
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
þ
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
|
7
8
9
10
|
SOLE
VOTING POWER
0
SHARED VOTING POWER
0
SOLE DISPOSITIVE POWER
0
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
o
13
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14
TYPE OF
REPORTING PERSON*
CO
1
NAME OF
REPORTING PERSONS
Philip Falcone
2
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
þ
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
|
7
8
9
10
|
SOLE
VOTING POWER
0
SHARED VOTING POWER
437,500
SOLE DISPOSITIVE POWER
0
SHARED DISPOSITIVE POWER
437,500
|
11
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
437,500
12
CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
14
TYPE OF
REPORTING PERSON*
IN
1
NAME OF
REPORTING PERSONS
Raymond J. Harbert
2
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
þ
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
|
7
8
9
10
|
SOLE
VOTING POWER
0
SHARED VOTING POWER
437,500
SOLE DISPOSITIVE POWER
0
SHARED DISPOSITIVE POWER
437,500
|
11
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
437,500
12
CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
14
TYPE OF
REPORTING PERSON*
IN
1
NAME OF
REPORTING PERSONS
Michael D. Luce
2
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
þ
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
U.S.A.
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
|
7
8
9
10
|
SOLE
VOTING POWER
0
SHARED VOTING POWER
437,500
SOLE DISPOSITIVE POWER
0
SHARED DISPOSITIVE POWER
437,500
|
11
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
437,500
12
CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
13
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
14
TYPE OF
REPORTING PERSON*
IN
Pursuant to Rule 13d-2(a) of Regulation
13D-G of the General Rules and Regulations under the Securities Exchange Act of
1934, as amended (the “Act”), the undersigned hereby amend their Schedule 13D
Statement, dated February 28, 2008, as amended May 27, 2008 and July 16, 2008
(as amended, the “Schedule 13D”), relating to the common stock, par value $0.01
per share (the “Common Stock”), of Spectrum Brands, Inc., a Wisconsin
corporation (the “Issuer”). This Amendment No. 3 is being filed by
Harbinger Capital Partners Master Fund I, Ltd. (the “Master Fund”), an
investment fund, Harbinger Capital Partners Offshore Manager, L.L.C. (“Harbinger
Manager”), the investment manager of the Master Fund, HMC Investors, L.L.C., its
managing member (“HMC Investors”), Harbinger Capital Partners Special Situations
Fund, L.P. (the “Special Fund”), an investment fund, Harbinger Capital Partners
Special Situations GP, LLC (“HCPSS”), the general partner of the Special Fund,
HMC - New York, Inc. (“HMCNY”), the managing member of HCPSS, Harbert Management
Corporation (“HMC”), the parent of HMCNY, Philip Falcone, a shareholder of HMC,
member of HMC Investors and the portfolio manager of the Master Fund and the
Special Fund, Raymond J. Harbert, a shareholder of HMC and member of HMC
Investors and Michael D. Luce, a shareholder of HMC and member of HMC Investors
(each of the Master Fund, Harbinger Manager, HMC Investors, the Special Fund,
HCPSS, HMCNY, HMC and Messrs. Falcone, Harbert and Luce, a “Reporting Person”,
and collectively, the “Reporting Persons”). Capitalized terms used
but not otherwise defined herein shall have the meanings ascribed to such terms
in the Schedule 13D. As specifically amended and supplemented by this
Amendment No. 3, the Schedule 13D shall remain in full force and
effect.
Item
2.
Identity and
Background
NO
MATERIAL CHANGE FROM THE SCHEDULE 13D, AMENDMENT NO. 2, FILED ON JULY 16,
2008.
Item
3.
Source and Amount of Funds
or Other Consideration
Item 3 is
hereby amended and restated in its entirety as follows:
As of the
date hereof the Master Fund may be deemed to beneficially own 437,500
Shares.
As of the
date hereof Harbinger Manager may be deemed to beneficially own 437,500
Shares.
As of the
date hereof HMC Investors may be deemed to beneficially own 437,500
Shares.
As of the
date hereof the Special Fund may be deemed to beneficially own 0
Shares.
As of the
date hereof HCPSS may be deemed to beneficially own 0 Shares.
As of the
date hereof HMCNY may be deemed to beneficially own 0 Shares.
As of the
date hereof HMC may be deemed to beneficially own 0 Shares.
As of the
date hereof Philip Falcone may be deemed to beneficially own 437,500
Shares.
As of the
date hereof Raymond J. Harbert may be deemed to beneficially own 437,500
Shares.
As of the
date hereof Michael D. Luce may be deemed to beneficially own 437,500
Shares.
No
borrowed funds were used to purchase the Shares, other than any borrowed funds
used for working capital purposes in the ordinary course of
business.
Item
4.
Purpose of
Transaction
NO
MATERIAL CHANGE FROM THE SCHEDULE 13D, AMENDMENT NO. 2, FILED ON JULY 16,
2008.
Item
5.
Interest in Securities of
the Issuer
Item 5 is
hereby amended and restated in its entirety as follows:
(a, b) As
of the date hereof, the Master Fund may be deemed to be the beneficial owner of
437,500 Shares, constituting 0.8% of the Shares outstanding of the Issuer, based
upon the 52,778,689 Shares stated to be outstanding as of August 4, 2008 by the
Issuer in the Issuer’s Form 10-Q, filed with the United States Securities and
Exchange Commission.
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 437,500 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 437,500 Shares.
(a, b) As
of the date hereof, Harbinger Manager may be deemed to be the beneficial owner
of 437,500 Shares, constituting 0.8% of the Shares outstanding of the Issuer,
based upon the 52,778,689 Shares stated to be outstanding as of August 4, 2008
by the Issuer in the Issuer’s Form 10-Q, filed with the United States Securities
and Exchange Commission.
Harbinger
Manager has the sole power to vote or direct the vote of 0 Shares; has the
shared power to vote or direct the vote of 437,500 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 437,500 Shares.
Harbinger
Manager specifically disclaims beneficial ownership in the Shares reported
herein except to the extent of its pecuniary interest therein.
(a, b) As
of the date hereof, HMC Investors may be deemed to be the beneficial owner of
437,500 Shares, constituting 0.8% of the Shares outstanding of the Issuer, based
upon the 52,778,689 Shares stated to be outstanding as of August 4, 2008 by the
Issuer in the Issuer’s Form 10-Q, filed with the United States Securities and
Exchange Commission.
HMC
Investors has the sole power to vote or direct the vote of 0 Shares; has the
shared power to vote or direct the vote of 437,500 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 437,500 Shares.
HMC
Investors specifically disclaims beneficial ownership in the Shares reported
herein except to the extent of its pecuniary interest therein.
(a, b) As
of the date hereof, the Special Fund may be deemed to be the beneficial owner of
0 Shares, constituting 0.0% of the Shares outstanding of the Issuer, based upon
the 52,778,689 Shares stated to be outstanding as of August 4, 2008 by the
Issuer in the Issuer’s Form 10-Q, filed with the United States Securities and
Exchange Commission.
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 0.0% of the Shares outstanding of the Issuer, based upon the
52,778,689 Shares stated to be outstanding as of August 4, 2008 by the Issuer in
the Issuer’s Form 10-Q, filed with the United States Securities and Exchange
Commission.
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.
HCPSS
specifically disclaims beneficial ownership in the Shares reported herein except
to the extent of its pecuniary interest therein.
(a, b) As
of the date hereof, HMCNY may be deemed to be the beneficial owner of 0 Shares,
constituting 0.0% of the Shares outstanding of the Issuer, based upon the
52,778,689 Shares stated to be outstanding as of August 4, 2008 by the Issuer in
the Issuer’s Form 10-Q, filed with the United States Securities and Exchange
Commission.
HMCNY 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.
HMCNY
specifically disclaims beneficial ownership in the Shares reported herein except
to the extent of its pecuniary interest therein.
(a, b) As
of the date hereof, HMC may be deemed to be the beneficial owner of 0 Shares,
constituting 0.0% of the Shares outstanding of the Issuer, based upon the
52,778,689 Shares stated to be outstanding as of August 4, 2008 by the Issuer in
the Issuer’s Form 10-Q, filed with the United States Securities and Exchange
Commission.
HMC 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.
HMC
specifically disclaims beneficial ownership in the Shares reported herein except
to the extent of its pecuniary interest therein.
(a, b) As
of the date hereof, Philip Falcone may be deemed to be the beneficial owner of
437,500 Shares, constituting 0.8% of the Shares outstanding of the Issuer, based
upon the 52,778,689 Shares stated to be outstanding as of August 4, 2008 by the
Issuer in the Issuer’s Form 10-Q, filed with the United States Securities and
Exchange Commission.
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 437,500 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 437,500 Shares.
Mr.
Falcone specifically disclaims beneficial ownership in the Shares reported
herein except to the extent of his pecuniary interest therein.
(a, b) As
of the date hereof, Raymond J. Harbert may be deemed to be the beneficial owner
of 437,500 Shares, constituting 0.8% of the Shares outstanding of the Issuer,
based upon the 52,778,689 Shares stated to be outstanding as of August 4, 2008
by the Issuer in the Issuer’s Form 10-Q, filed with the United States Securities
and Exchange Commission.
Mr.
Harbert has the sole power to vote or direct the vote of 0 Shares; has the
shared power to vote or direct the vote of 437,500 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 437,500 Shares.
Mr.
Harbert specifically disclaims beneficial ownership in the Shares reported
herein except to the extent of his pecuniary interest therein.
(a, b) As
of the date hereof, Michael D. Luce may be deemed to be the beneficial owner of
437,500 Shares, constituting 0.8% of the Shares outstanding of the Issuer, based
upon the 52,778,689 Shares stated to be outstanding as of August 4, 2008 by the
Issuer in the Issuer’s Form 10-Q, filed with the United States Securities and
Exchange Commission.
Mr. Luce
has the sole power to vote or direct the vote of 0 Shares; has the shared power
to vote or direct the vote of 437,500 Shares; has sole power to dispose or
direct the disposition of 0 Shares; and has shared power to dispose or direct
the disposition of 437,500 Shares.
Mr. Luce
specifically disclaims beneficial ownership in the Shares reported herein except
to the extent of his pecuniary interest therein.
(c) The
trading dates, number of Shares purchased and sold and price per share for all
transactions in the Shares by the Reporting Persons in the past sixty days are
set forth in Exhibit I.
(d) Not
applicable.
(e) As of
November 24, 2008, the Reporting Persons no longer beneficially own 5% or more
of the Shares of the Issuer.
Item
6.
Contracts, Understandings or
Relationships with Respect to Securities of the Issuer
Item 6 is hereby amended by adding the
following:
On
November 24, 2008 and November 25, 2008, the Master Fund closed out certain
equity swap transactions with ETX Capital (formerly known as TradIndex) in the
amount of 96,067 and 280,000 notional shares, respectively, at a price of
US$0.2584 and US$0.1349, respectively.
On
November 24, 2008 and November 25, 2008, the Special Fund closed out certain
equity swap transactions with ETX Capital (formerly known as TradIndex) in the
amount of 48,033 and 140,000 notional shares, respectively, at a price of
US$0.2584 and US$0.1349, respectively.
Item
7.
Material to be Filed as
Exhibits
Item 7 is hereby amended by adding the
following:
Exhibit C: Joint Filing
Agreement
Exhibit I: Schedule of
Transactions in the Shares of the Issuer
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 Offshore Manager, L.L.C
|
|
|
|
|
|
|
By:
|
HMC
Investors, L.L.C.,
Managing
Member
|
|
|
|
|
|
|
By:
|
Name: Joel
B. Piassick
Title: Executive
Vice President.
|
|
|
|
|
|
|
|
|
|
|
HARBINGER
CAPITAL PARTNERS OFFSHORE MANAGER, L.L.C.
|
|
|
By:
|
HMC
Investors, L.L.C
Managing
Member
|
|
|
|
|
|
|
By:
|
Name: Joel
B. Piassick
Title: Executive
Vice President.
|
|
|
|
|
|
|
|
|
|
|
HMC
INVESTORS, L.L.C.
|
|
|
|
|
|
|
By:
|
Name: Joel
B. Piassick
Title: Executive
Vice President
|
|
|
|
|
|
|
|
|
|
|
HARBINGER
CAPITAL PARTNERS SPECIAL SITUATIONS FUND L.P.
|
|
|
By:
|
Harbinger
Capital Partners Special Situations GP, LLC
|
|
|
|
|
|
|
By:
|
HMC
– New York, Inc.
Managing
Member
|
|
|
|
|
|
|
By:
|
Name: Joel
B. Piassick
Title: Executive
Vice President.
|
|
|
|
|
|
|
|
|
|
|
HARBINGER
CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC.
|
|
|
By:
|
HMC
– New York, Inc.
Managing
Member
|
|
|
|
|
|
|
By:
|
Name: Joel
B. Piassick
Title: Executive
Vice President.
|
|
|
|
|
|
|
|
|
|
|
HMC
– NEW YORK, INC.
|
|
|
By:
|
Name: Joel
B. Piassick
Title: Executive
Vice President.
|
|
|
|
|
|
|
|
|
|
|
HARBERT
MANAGEMENT CORPORATION
|
|
|
By:
|
Name: Joel
B. Piassick
Title: Executive
Vice President.
|
|
|
|
|
|
|
|
|
|
|
|
Philip
Falcone
|
|
|
|
|
|
|
|
Raymond
J. Harbert
|
|
|
|
|
|
|
|
Michael
D. Luce
|
|
|
|
|
November
26, 2008
EXHIBIT
C
AGREEMENT
The
undersigned agree that this Schedule 13D, Amendment No. 3 dated November 26,
2008 relating to the Common Stock ($0.01 par value per share) of Spectrum
Brands, Inc. shall be filed on behalf of the undersigned.
|
|
HARBINGER
CAPITAL PARTNERS MASTER FUND I, LTD.
|
|
|
By:
|
Harbinger
Capital Partners Offshore Manager, L.L.C
|
|
|
|
|
|
|
By:
|
HMC
Investors, L.L.C.,
Managing
Member
|
|
|
|
|
|
|
By:
|
Name: Joel
B. Piassick
Title: Executive
Vice President.
|
|
|
|
|
|
|
|
|
|
|
HARBINGER
CAPITAL PARTNERS OFFSHORE MANAGER, L.L.C.
|
|
|
By:
|
HMC
Investors, L.L.C
Managing
Member
|
|
|
|
|
|
|
By:
|
Name: Joel
B. Piassick
Title: Executive
Vice President.
|
|
|
|
|
|
|
|
|
|
|
HMC
INVESTORS, L.L.C.
|
|
|
|
|
|
|
By:
|
Name: Joel
B. Piassick
Title: Executive
Vice President
|
|
|
|
|
|
|
|
|
|
|
HARBINGER
CAPITAL PARTNERS SPECIAL SITUATIONS FUND L.P.
|
|
|
By:
|
Harbinger
Capital Partners Special Situations GP, LLC
|
|
|
|
|
|
|
By:
|
HMC
– New York, Inc.
Managing
Member
|
|
|
|
|
|
|
By:
|
Name: Joel
B. Piassick
Title: Executive
Vice President.
|
|
|
|
|
|
|
|
|
|
|
HARBINGER
CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC.
|
|
|
By:
|
HMC
– New York, Inc.
Managing
Member
|
|
|
|
|
|
|
By:
|
Name: Joel
B. Piassick
Title: Executive
Vice President.
|
|
|
|
|
|
|
|
|
|
|
HMC
– NEW YORK, INC.
|
|
|
By:
|
Name: Joel
B. Piassick
Title: Executive
Vice President.
|
|
|
|
|
|
|
|
|
|
|
HARBERT
MANAGEMENT CORPORATION
|
|
|
By:
|
Name: Joel
B. Piassick
Title: Executive
Vice President.
|
|
|
|
|
|
|
|
|
|
|
|
Philip
Falcone
|
|
|
|
|
|
|
|
Raymond
J. Harbert
|
|
|
|
|
|
|
|
Michael
D. Luce
|
|
|
|
|
November
26, 2008
Exhibit
I
|
TRANSACTIONS
BY HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.
|
|
Transactions
in Common Stock
|
|
|
|
|
|
Date
of
Transaction
|
Number
of Shares
Purchase/(Sold)
|
Price
of Shares
|
|
|
|
|
|
|
|
11/24/08
|
(3,062,500)
|
0.10
|
|
|
HARBINGER
CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.
|
|
Transactions
in Common Stock
|
|
|
|
|
|
Date
of
Transaction
|
Number
of Shares
Purchase/(Sold)
|
Price
of Shares
|
|
|
|
|
|
|
|
11/24/08
|
(1,700,000)
|
0.10
|
|
SK 03773 0003
942631
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