Washington, D.C. 20549
(Amendment No. 5)
Item 1. Security and Issuer.
This Amendment No. 5 to the Schedule 13D ("Amendment No. 5") 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, Amendment No. 3 filed on March 3, 2010 and Amendment No. 4 filed on April 2, 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, Suite 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 9,003,756 Shares.
As of the date hereof Harbinger LLC may be deemed to beneficially own 9,003,756 Shares.
As of the date hereof the Special Fund may be deemed to beneficially own 1,965,592 Shares.
As of the date hereof HCPSS may be deemed to beneficially own 1,965,592 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 10,969,348 Shares.
As of the date hereof Philip Falcone may be deemed to beneficially own 12,423,198 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:
"The parties to the Merger Agreement entered into a Second Amendment to the Merger Agreement dated as of March 26, 2010 (the “Second Merger Agreement Amendment”). The Second Merger Agreement Amendment was executed to incorporate several technical revisions to Parent’s certificate of incorporation and bylaws to be effective at the closing of the Mergers. In addition, the Second Merger Agreement Amendment clarified that approval of the stockholders of the Issuer is required only for the adoption of the Merger Agreement and not for any other aspect of the proposed transaction. The parties to the Merger Agreement entered into a Third Amendment to the Merger Agreement dated as of April 30, 2010 (the “Third Merger Agreement Amendment”). The Third Merger Agreement Amendment was executed to incorporate further clarifying revisions to Parent’s certificate of incorporation to be effective at or prior to the closing of the Mergers.
CUSIP No. 84762L204 | Page 11 of 15 Pages |
SCHEDULE 13D
On April 9, 2010, the Master Fund and the Special Fund entered into another Stock Purchase Agreement (the "Second 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. 70,400 Shares at a price of $30.44 per Share.
The foregoing description of the Second Merger Agreement Amendment, Third Merger Agreement Amendment and Second 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 Second Merger Agreement Amendment, Third Merger Agreement Amendment and Second Stock Purchase Agreement, copies of which are filed as Exhibit P, Exhibit Q and Exhibit R, respectively, and are 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 9,003,756 Shares, constituting 29.40% 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 9,003,756 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 9,003,756 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 9,003,756 Shares, constituting 29.40% 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 9,003,756 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to disposer direct the disposition of 9,003,756 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 1,965,592 Shares, constituting 6.42% 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 1,965,592 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 1,965,592 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 1,965,592 Shares, constituting 6.42% 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 1,965,592 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 1,965,592 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 10,969,348 Shares, constituting 35.81% 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 10,969,348 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 10,969,348 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 12,423,198 Shares, constituting 40.56% 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 12,423,198 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 12,423,198 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 S.
(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 Second Merger Agreement Amendment, Third Merger Agreement Amendment and the Second Stock Purchase Agreement, which are incorporated herein by reference."
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Item 7. Material to be Filed as Exhibits.
| Exhibit P: | Second Merger Agreement Amendment (incorporated herein by reference from Annex A-3 of Parent’s Registration Statement on Form S-4 (File No. 333-165769) filed on March 29, 2010). |
| Exhibit Q: | Third Merger Agreement Amendment (incorporated herein by reference from Annex A-4 of Parent’s Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-165769) filed on May 3, 2010). |
| Exhibit R: | Second Stock Purchase Agreement |
| Exhibit S: | Transaction in the Shares |
| Exhibit T: | 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).