CUSIP No. 84762L105 Page 12 of 20
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 (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. 2 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. 2, the Schedule 13D
shall remain in full force and effect.
Item 2. IDENTITY AND BACKGROUND
Sections (a) - (c) and (f) of Item 2 are hereby amended and restated
in their entirety as follows:
(a-c,f) This Schedule 13D 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").
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. Each of Harbinger Manager, HMC Investors and HCPSS, is a
Delaware limited liability company. The Special Fund is a Delaware limited
partnership. HMCNY is a New York corporation. HMC is an Alabama corporation.
Each of Philip Falcone, Raymond J. Harbert and Michael D. Luce is a United
States citizen. The principal business address for each of Harbinger Manager,
HMC Investors, HMC, Raymond J. Harbert and Michael D. Luce is 2100 Third Avenue
North, Suite 600, Birmingham, Alabama 35203. The principal business address for
each of the Special Fund, HCPSS, HMCNY and Philip Falcone is 555 Madison
Avenue, 16th Floor, New York, New York 10022.
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 3,500,000 Shares.
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