0000950142-12-001408.txt : 20120618 0000950142-12-001408.hdr.sgml : 20120618 20120618194653 ACCESSION NUMBER: 0000950142-12-001408 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120614 FILED AS OF DATE: 20120618 DATE AS OF CHANGE: 20120618 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FALCONE PHILIP CENTRAL INDEX KEY: 0001233569 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04219 FILM NUMBER: 12913539 MAIL ADDRESS: STREET 1: 450 PARK AVENUE, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HARBINGER GROUP INC. CENTRAL INDEX KEY: 0000109177 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 741339132 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 450 PARK AVENUE STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-906-8548 MAIL ADDRESS: STREET 1: 450 PARK AVENUE STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: ZAPATA CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ZAPATA NORNESS INC DATE OF NAME CHANGE: 19720314 FORMER COMPANY: FORMER CONFORMED NAME: ZAPATA OFF SHORE CO DATE OF NAME CHANGE: 19690115 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. CENTRAL INDEX KEY: 0001233563 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04219 FILM NUMBER: 12913540 BUSINESS ADDRESS: STREET 1: C/O INTERNATIONAL FUND SVS. (IRELAND) LT STREET 2: 78 SIR JOHN ROGERSON'S QUAY CITY: DUBLIN 2 STATE: L2 ZIP: 00000 BUSINESS PHONE: 2125216972 MAIL ADDRESS: STREET 1: C/O INTERNATIONAL FUND SVS. (IRELAND) LT STREET 2: 78 SIR JOHN ROGERSON'S QUAY CITY: DUBLIN 2 STATE: L2 ZIP: 00000 FORMER NAME: FORMER CONFORMED NAME: HARBERT DISTRESSED INVESTMENT MASTER FUND LTD DATE OF NAME CHANGE: 20030516 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HARBINGER HOLDINGS, LLC CENTRAL INDEX KEY: 0001456927 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04219 FILM NUMBER: 12913537 BUSINESS ADDRESS: STREET 1: 450 PARK AVENUE, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-339-5100 MAIL ADDRESS: STREET 1: 450 PARK AVENUE, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HARBINGER CAPITAL PARTNERS LLC CENTRAL INDEX KEY: 0001457298 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04219 FILM NUMBER: 12913538 BUSINESS ADDRESS: STREET 1: 450 PARK AVENUE, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-339-5100 MAIL ADDRESS: STREET 1: 450 PARK AVENUE, 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 4 1 es1200795_4-masterfund.xml OWNERSHIP DOCUMENT X0305 4 2012-06-14 0 0000109177 HARBINGER GROUP INC. HRG 0001233563 HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. C/O INTERNATIONAL FUND SVS. (IRELAND) LT 78 SIR JOHN ROGERSON'S QUAY DUBLIN 2 L2 00000 IRELAND 0 0 1 1 *See Remarks 0001457298 HARBINGER CAPITAL PARTNERS LLC 450 PARK AVENUE, 30TH FLOOR NEW YORK NY 10022 0 0 1 1 *See Remarks 0001456927 HARBINGER HOLDINGS, LLC 450 PARK AVENUE, 30TH FLOOR NEW YORK NY 10022 0 0 1 1 *See Remarks 0001233569 FALCONE PHILIP 450 PARK AVENUE, 30TH FLOOR NEW YORK NY 10022 0 0 1 1 *See Remarks Call Option (obligation to sell) 2012-06-14 4 S 0 0 D 2012-06-14 2014-06-14 Common Stock 0 D On June 14, 2012, Harbinger Capital Partners Master Fund I, Ltd. (the "Master Fund") entered into an agreement pursuant to which the counterparty to the agreement was provided the right to purchase from the Master Fund an aggregate of up to $50 million in value of the Master Funds' shares of the Issuer's common stock (the "HGI Shares") and the securities of certain other issuers that it owns, which may be exercised at any time prior to June 14, 2014. If such counterparty decides to purchase the HGI Shares, it may do so at a price of $6.50 per HGI Share until June 14, 2013 and $7.00 per HGI Share until June 14, 2014. The HGI Shares covered by the option are owned directly by the Master Fund, which is a Reporting Person. The HGI Shares covered by the option may be deemed to be indirectly beneficially owned by the following, each of whom is a Reporting Person: Harbinger Capital Partners LLC ("Harbinger LLC"), the investment manager of the Master Fund; Harbinger Holdings, LLC ("Harbinger Holdings"), the manager of Harbinger LLC; and Philip Falcone, the managing member of Harbinger Holdings and the portfolio manager of the Master Fund. Each Reporting Person listed in Footnote 3 disclaims beneficial ownership of the HGI Shares subject to the option except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. (+) Philip A. Falcone, Keith M. Hladek and Robin Roger serve on the board of directors of the Issuer. Mr. Falcone is Chief Investment Officer and Chief Executive Officer of Harbinger LLC, Mr. Hladek is Chief Financial Officer and Co-Chief Operating Officer of Harbinger LLC and Ms. Roger is a Managing Director, General Counsel, Co-Chief Operating Officer and Chief Compliance Officer of Harbinger LLC. As a result, the persons listed herein may be deemed directors of the Issuer by deputization. Harbinger Capital Partners Master Fund I, Ltd.(+) By: Harbinger Capital Partners LLC, By: Harbinger Holdings, LLC, Manager By: /s/ Philip Falcone 2012-06-18 Harbinger Capital Partners LLC(+) By: Harbinger Holdings, LLC, Manager By: /s/ Philip Falcone 2012-06-18 Harbinger Holdings, LLC(+) By: /s/ Philip Falcone 2012-06-18 /s/ Philip Falcone(+) 2012-06-18