Washington, D.C. 20549
(Amendment No. 4)
Item 1. Security and Issuer.
This Amendment No. 4 to the Schedule 13D ("Amendment No. 4") is being filed by the undersigned to amend the Schedule 13D filed by the Reporting Persons on September 8, 2009, as amended by Amendment No. 1 filed on October 19, 2009, Amendment No. 2 filed on February 12, 2010 and Amendment No. 3 filed on March 3, 2010 (as amended, the "Schedule 13D") with respect to the Common Stock, par value $0.01 per share (the "Shares") of Spectrum Brands, Inc. (the "Issuer"). The address of the Issuer is Six Concourse Parkway, Suit e 3300 Atlanta, Georgia 30328.
Item 2. Identity and Background.
No material change.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
"As of the date hereof the Master Fund may be deemed to beneficially own 8,788,253 Shares.
As of the date hereof Harbinger LLC may be deemed to beneficially own 8,788,253 Shares.
As of the date hereof the Special Fund may be deemed to beneficially own 1,911,716 Shares.
As of the date hereof HCPSS may be deemed to beneficially own 1,911,716 Shares.
As of the date hereof the Breakaway Fund may be deemed to beneficially own 1,453,850 Shares.
As of the date hereof HCP II may be deemed to beneficially own 1,453,850 Shares.
As of the date hereof HCP II GP may be deemed to beneficially own 1,453,850 Shares.
As of the date hereof Harbinger Holdings may be deemed to beneficially own 10,699,969 Shares.
As of the date hereof Philip Falcone may be deemed to beneficially own 12,153,819 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.
Item 4 of the Schedule 13D is hereby amended by adding the following after the last paragraph thereof:
"On March 30, 2010, the Master Fund and the Special Fund (together, the "Purchasing Parties") entered into a Rule 10b5-1 Purchase Instruction (the "Purchase Instruction") with Credit Suisse Securities (USA) LLC ("Credit Suisse"), pursuant to which the parties thereto established a trading plan to effect purchases of up to 100,000 Shares per week. The Purchase Instruction provides that purchases are to be made in compliance with Rule 10b5-1 and paragraphs (b) and (c) of Rule 10b-18, each promulgated under the Securities Exchange Act of 1934, as amended.
Pursuant to the terms of the Purchase Instruction, Credit Suisse will have the authority to purchase Shares during Monday to Thursday of each week, within the price (which may not exceed $31.50), amount (subject to a maximum of 100,000 Shares per week) and other terms of the Purchase Instruction. The Purchase Instruction will permit purchases of Shares commencing March 31, 2010 until the Purchase Instruction is terminated, which will occur upon the earlier of, among other events, the mailing of a definitive proxy statement to the stockholders of the Issuer in connection with the Merger and August 6, 2010. Notwithstanding the foregoing, the Purchasing Parties may terminate the Purchase Instruction at any time.
CUSIP No. 84762L204 | Page 11 of 15 Pages |
SCHEDULE 13D
On April 1, 2010, the Master Fund and the Special Fund entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") with D.E. Shaw Laminar Portfolios, L.L.C., pursuant to which the Master Fund and the Special Fund purchased from D.E. Shaw Laminar Portfolios, L.L.C. 89,300 Shares at a price of $30 per Share.
The foregoing description of the Stock Purchase Agreement does not purport to be a complete description of the terms thereof and is qualified in its entirety by reference to the full text of the Stock Purchase Agreement, a copy of which is filed as Exhibit M and is incorporated herein by reference."
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
"References to percentage ownerships of Shares in this Schedule 13D are based upon the 30,629,213 Shares stated to be outstanding as of February 8, 2010 by the Issuer in the Issuer's Quarterly Report on Form 10-Q for the quarter which ended January 3, 2010.
(a, b) As of the date hereof, the Master Fund may be deemed to be the beneficial owner of 8,788,253 Shares, constituting 28.69% of the Shares of the Issuer.
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 8,788,253 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 8,788,253 Shares.
The Master Fund specifically disclaims beneficial ownership in the Shares reported herein except to the extent it actually exercises voting or dispositive power with respect to such Shares.
(a, b) As of the date hereof, Harbinger LLC may be deemed to be the beneficial owner of 8,788,253 Shares, constituting 28.69% of the Shares of the Issuer.
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 8,788,253 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to disposer direct the disposition of 8,788,253 Shares.
Harbinger LLC specifically disclaims beneficial ownership in the Shares reported herein except to the extent it actually exercises voting or dispositive power with respect to such Shares.
(a, b) As of the date hereof, the Special Fund may be deemed to be the beneficial owner of 1,911,716 Shares, constituting 6.24% of the Shares of the Issuer.
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 1,911,716 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 1,911,716 Shares.
The Special Fund specifically disclaims beneficial ownership in the Shares reported herein except to the extent it actually exercises voting or dispositive power with respect to such Shares.
(a, b) As of the date hereof, HCPSS may be deemed to be the beneficial owner of 1,911,716 Shares, constituting 6.24% of the Shares of the Issuer.
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 1,911,716 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 1,911,716 Shares.
HCPSS specifically disclaims beneficial ownership in the Shares reported herein except to the extent it actually exercises voting or dispositive power with respect to such Shares.
CUSIP No. 84762L204 | Page 12 of 15 Pages |
SCHEDULE 13D
(a, b) As of the date hereof, the Breakaway Fund may be deemed to be the beneficial owner of 1,453,850 Shares, constituting 4.75% of the Shares of the Issuer.
The Breakaway 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 1,453,850 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 1,453,850 Shares.
The Breakaway Fund specifically disclaims beneficial ownership in the Shares reported herein except to the extent it actually exercises voting or dispositive power with respect to such Shares.
(a, b) As of the date hereof, HCP II may be deemed to be the beneficial owner of 1,453,850 Shares, constituting 4.75% of the Shares of the Issuer.
HCP II has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 1,453,850 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 1,453,850 Shares.
HCP II specifically disclaims beneficial ownership in the Shares reported herein except to the extent it actually exercises voting or dispositive power with respect to such Shares.
(a, b) As of the date hereof, HCP II GP may be deemed to be the beneficial owner of 1,453,850 Shares, constituting 4.75% of the Shares of the Issuer.
HCP II GP has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 1,453,850 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 1,453,850 Shares.
HCP II GP specifically disclaims beneficial ownership in the Shares reported herein except to the extent it actually exercises voting or dispositive power with respect to such Shares.
(a, b) As of the date hereof, Harbinger Holdings may be deemed to be the beneficial owner of 10,699,969 Shares, constituting 34.93% of the Shares of the Issuer.
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 10,699,969 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 10,699,969 Shares.
Harbinger Holdings specifically disclaims beneficial ownership in the Shares reported herein except to the extent it actually exercises voting or dispositive power with respect to such Shares.
(a, b) As of the date hereof, Philip Falcone may be deemed to be the beneficial owner of 12,153,819 Shares, constituting 39.68% of the Shares of the Issuer.
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 12,153,819 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 12,153,819 Shares.
Mr. Falcone specifically disclaims beneficial ownership in the Shares reported herein except to the extent he actually exercises voting or dispositive power with respect to such Shares.
(c) The trading dates, number of Shares purchased and sold and price per share for all transactions in the Shares by the Reporting Persons during the past 60 days are set forth in Exhibit N.
(d) Not applicable.
(e) Not applicable."
CUSIP No. 84762L204 | Page 13 of 15 Pages |
SCHEDULE 13D
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is amended by adding the following after the last paragraph thereof:
"See Item 4 above for a description of the Purchase Instruction and the Stock Purchase Agreement, which are incorporated herein by reference."
Item 7. Material to be Filed as Exhibits.
| Exhibit M: | Stock Purchase Agreement |
| Exhibit N: | Transactions in the Shares |
| Exhibit O: | Joint Filing Agreement |
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.
Attention: Intentional misstatements or omissions of fact constitute federal violations (see 18 U.S.C. 1001).