0000950142-12-000276.txt : 20120209 0000950142-12-000276.hdr.sgml : 20120209 20120209184840 ACCESSION NUMBER: 0000950142-12-000276 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120207 FILED AS OF DATE: 20120209 DATE AS OF CHANGE: 20120209 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Spectrum Brands Holdings, Inc. CENTRAL INDEX KEY: 0001487730 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 272166630 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 601 RAYOVAC DRIVE CITY: MADISON STATE: WI ZIP: 53711 BUSINESS PHONE: 608-275-3340 MAIL ADDRESS: STREET 1: 601 RAYOVAC DRIVE CITY: MADISON STATE: WI ZIP: 53711 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HARBINGER GROUP INC. CENTRAL INDEX KEY: 0000109177 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34757 FILM NUMBER: 12588849 BUSINESS ADDRESS: STREET 1: 450 PARK AVENUE STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 347 840 8677 MAIL ADDRESS: STREET 1: 450 PARK AVENUE STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: ZAPATA CORP DATE OF NAME CHANGE: 19920703 FORMER NAME: FORMER CONFORMED NAME: ZAPATA NORNESS INC DATE OF NAME CHANGE: 19720314 FORMER NAME: FORMER CONFORMED NAME: ZAPATA OFF SHORE CO DATE OF NAME CHANGE: 19690115 4 1 es1200274_4-hgi.xml OWNERSHIP DOCUMENT X0304 4 2012-02-07 0 0001487730 Spectrum Brands Holdings, Inc. SPB 0000109177 HARBINGER GROUP INC. 450 PARK AVENUE 27TH FLOOR NEW YORK NY 10022 0 0 1 1 *See Remarks Common Stock (par value $0.01 per share) 2012-02-07 4 P 0 535800 29.50 A 28743508 D Common Stock (par value $0.01 per share) 2012-02-08 4 P 0 42300 29.58 A 28785808 D The price shown in Column 4 is the purchase price of these shares (the "Shares") of the Issuer's common stock, par value $0.01 per Share on the transaction date. The Shares are owned by Harbinger Group Inc., which is the Reporting Person, or a wholly-owned subsidiary. The Shares may be deemed to be indirectly beneficially owned by the following: 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 Situations Fund"); Harbinger Capital Partners Special Situations GP, LLC ("HCPSS"), the general partner of the Special Situations Fund; Harbinger Holdings, LLC ("Harbinger Holdings"), the managing member of HCPSS and Harbinger LLC; and Philip Falcone, the managing member of Harbinger Holdings and the portfolio manager of the Master Fund and the Special Situations Fund (collectively, the "Harbinger Persons"). The Harbinger Persons are not reporting persons hereunder; they have filed a separate Statement of Changes in Beneficial Ownership on Form 4 with respect to their deemed indirect interests in the Shares. The price shown in Column 4 is a weighted average purchase price of the Shares on the transaction date. The price range for the purchases is $29.39 to $29.71 per Share. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer full information regarding the number of Shares purchased at each separate price. (+) The Harbinger Persons and HGI may be deemed to be members of a "group" for purposes of the Securities Exchange Act of 1934, as amended. Each of the Harbinger Persons and HGI disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by such person. This report shall not be deemed an admission that such person is a member of a group or the beneficial owner of any securities not directly owned by such person. Mr. David M. Maura and Mr. Omar Asali serve on the board of directors of the Issuer. Mr. Maura is an Executive Vice President and a director of HGI. Mr. Asali is President and a director of HGI. As a result, the persons listed herein may be deemed directors of the Issuer by deputization. Harbinger Group Inc. By: /s/ Francis T. McCarron, Executive Vice President and Chief Financial Officer(+) 2012-02-09