eh1201143_13da10-sbhi.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 10)
 
SPECTRUM BRANDS HOLDINGS, INC.
(Name of Issuer)
 
COMMON STOCK (PAR VALUE $0.01 PER SHARE)
(Title of Class of Securities)
 
84763R101
(CUSIP Number)
 
Philip Falcone
Chief Executive Officer
450 Park Avenue, 27th Floor
New York, New York 10022
(212) 906-8555
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

October 25, 2012
(Date of Event which Requires Filing of this Statement)
 
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 
 
 

CUSIP No. 84763R101
 
  
Page 1 of 7


1
NAME OF REPORTING PERSON
 
Harbinger Group Inc.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
WC
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER*
 
29,535,808
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER*
 
29,535,808
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
 
29,535,808
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
 x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*
 
57.4%
  
14
TYPE OF REPORTING PERSON
 
CO
  
 
* See Item 5.
 
 
 
 
 
 
CUSIP No. 84763R101
 
  
Page 2 of 7

1
NAME OF REPORTING PERSON
 
David M. Maura
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
AF
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
U.S.A.
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER*
 
127,000
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER*
 
127,000
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
 
127,000
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
 x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*
 
Less than 1%
  
14
TYPE OF REPORTING PERSON
 
IN
  

* See Item 5.
 
 
 
 
 
 
CUSIP No. 84763R101
 
  
Page 3 of 7
 
 
1
NAME OF REPORTING PERSON
 
Tyler Kolarik
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
AF
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
U.S.A.
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER*
 
4,000
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER*
 
4,000
10
SHARED DISPOSITIVE POWER
 
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
 
4,000
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
 x
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)*
 
Less than 1%
  
14
TYPE OF REPORTING PERSON
 
IN
  

* See Item 5.

 
 
 
 

CUSIP No. 84763R101
 
  
Page 4 of 7
 
Item 1. Security and Issuer.
 
This Amendment No. 10 to Schedule 13D is being filed by the undersigned to amend the Schedule 13D filed by Harbinger Group Inc. on January 18, 2011, as amended by Amendment No. 1 to the Schedule 13D filed by the undersigned on July 1, 2011, Amendment No. 2 to Schedule 13D filed by the undersigned on July 26, 2011, Amendment No. 3 to Schedule 13D filed by the undersigned on August 2, 2011, Amendment No. 4 to Schedule 13D filed by the undersigned on September 16, 2011, Amendment No. 5 to Schedule 13D filed by the undersigned on December 13, 2011, Amendment No. 6 to Schedule 13D filed by the undersigned on January 20, 2012, Amendment No. 7 to Schedule 13D filed by the undersigned on February 9, 2012, Amendment No. 8 to Schedule 13D filed by the undersigned on March 14, 2012 and Amendment No. 9 to Schedule 13D filed by the undersigned on April 5, 2012 (as amended, the “Schedule 13D”) with respect to the shares of Common Stock, par value $0.01 per share (the “Shares” or “Issuer common stock”), of Spectrum Brands Holdings, Inc., a Delaware corporation (the “Issuer”).  The principal executive offices of the Issuer are located at 601 Rayovac Drive, Madison, Wisconsin 53711. Messrs. Maura and Kolarik were previously included as reporting persons in the Schedule 13D amendments filed by Harbinger Capital Partners Master Fund I, Ltd. and the other reporting persons identified therein on January 12, 2011, July 1, 2011, July 26, 2011, August 2, 2011 and September 16, 2011.
 
Item 2. Identity and Background.
 
No material change.
 
Item 3. Source and Amount of Funds or Other Consideration.
 
No material change.
 
 
 
 
 
 

CUSIP No. 84763R101
 
  
Page 5 of 7
 
 
Item 4.   Purpose of Transaction.
 
Item 4 of the Schedule 13D is hereby amended by adding the following to the end of Item 4 of the Schedule 13D:
 
“On October 25, 2012, HGI, through its wholly-owned subsidiary HGI Funding LLC (the “Purchaser”), entered into a Rule 10b5-1 Purchase Instruction (the “Purchase Instruction”) with a broker (the “Broker”), pursuant to which the parties thereto established a trading plan to effect purchases of Shares. 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, the Broker will have the authority to purchase Shares on each day the New York Stock Exchange (the “NYSE”) is open for trading and the Shares trade in a regular way on the NYSE, within the price, amount, including weekly purchase limits, and other terms of the Purchase Instruction. The Purchase Instruction authorizes purchases of Shares commencing on October 26, 2012 until the Purchase Instruction is terminated, which will occur upon, among other events, the date on which the 300,000 aggregate number of Shares specified under the Purchase Instruction is purchased. Notwithstanding the foregoing, the Purchaser may terminate the Purchase Instruction at any time.
 
From time to time, one or more of the Reporting Persons may enter into one or more additional purchase instructions authorizing purchases of Shares 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.”
 
Item 5.  Interest in Securities of the Issuer.
 
Paragraphs (a) and (b) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:
 
“References to percentage ownerships of Shares in this Schedule 13D are based upon the 51,462,645 Shares stated to be outstanding as of February 1, 2012 by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended July 1, 2012 filed with the SEC on August 3, 2012. The Share  reported as beneficially owned by each Reporting Person in this Schedule 13D does not include the Shares beneficially owned by the other Reporting Persons or the Harbinger Persons. As a result of the arrangements among the Reporting Persons and the Harbinger Persons described in this Schedule 13D, the Reporting Persons and the Harbinger Persons may be deemed to be members of a “group” for purposes of the Securities Exchange Act of 1934, as amended, and may be deemed to beneficially own an aggregate of 29,846,997 shares of Issuer common stock (or 58.0% of the outstanding shares of Issuer common stock) owned by the Harbinger Persons and the Reporting Persons in the aggregate as of the date of this Schedule 13D. Each of the Reporting Persons and each of the Harbinger Persons specifically disclaims beneficial ownership in the shares of Issuer common stock reported herein except to the extent it or he actually exercises voting or dispositive power with respect to such shares.
 
(a, b) As of the date hereof, HGI may be deemed to be the beneficial owner of 29,535,808 shares of Issuer common stock, constituting 57.4% of the outstanding shares of Issuer common stock.
 
HGI has the sole power to vote or direct the vote of 29,535,808 shares of Issuer common stock; has the shared power to vote or direct the vote of 0 shares of Issuer common stock; has sole power to dispose or direct the disposition of 29,535,808 shares of Issuer common stock; and has shared power to dispose or direct the disposition of 0 shares of Issuer common stock.
 
(a, b) As of the date hereof, David M. Maura may be deemed to be the beneficial owner of 127,000 Shares, constituting less than 1% of the Shares.
 
Mr. Maura has the sole power to vote or direct the vote of 127,000 Shares; has the shared power to vote or direct the vote of 0 Shares; has sole power to dispose or direct the disposition of 127,000 Shares; and has shared power to dispose or direct the disposition of 0 Shares.
 
(a, b) As of the date hereof, Tyler Kolarik may be deemed to be the beneficial owner of 4,000 Shares, constituting less than 1% of the Shares.
 
Mr. Kolarik has the sole power to vote or direct the vote of 4,000 Shares; has the shared power to vote or direct the vote of 0 Shares; has sole power to dispose or direct the disposition of 4,000 Shares; and has shared power to dispose or direct the disposition of 0 Shares.
 
(a, b) As of the date hereof, the Master Fund may be deemed to be the beneficial owner of 79,100 Shares, constituting less than 1% of the Shares.
 
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 79,100 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 79,100 Shares.
 
(a, b) As of the date hereof, Harbinger LLC may be deemed to be the beneficial owner of 79,100 Shares, constituting less than 1% of the Shares.
 
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 79,100 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 79,100 Shares.
 
(a, b) As of the date hereof, the Special Fund may be deemed to be the beneficial owner of 101,089 Shares, constituting less than 1% of the Shares.
 
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 101,089 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 101,089 Shares.
 
(a, b) As of the date hereof, HCPSS may be deemed to be the beneficial owner of 101,089 Shares, constituting less than 1% 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 101,089 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 101,089 Shares.
 
(a, b) As of the date hereof, Harbinger Holdings may be deemed to be the beneficial owner of 180,189 Shares, constituting less than 1% 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 180,189 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 180,189 Shares.
 
(a, b) As of the date hereof, Philip Falcone may be deemed to be the beneficial owner of 180,189 Shares, constituting less than 1% 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 180,189 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 180,189 Shares.”
  
 
 
 
 

CUSIP No. 84763R101
 
  
Page 6 of 7

 
 
Item 6.   Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
No material change.
 
Item 7.   Material to be Filed as Exhibits.
 
 
Exhibit T:
Joint Filing Agreement
 
 
 
 
 
 

CUSIP No. 84763R101
 
  
Page 7 of 7



SIGNATURE
 
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.
 
 
HARBINGER GROUP INC.
       
       
 
By:
/s/ Philip Falcone 
  
   
Name:  Philip Falcone
  
   
Title:    Chief Executive Officer
  
       
 
 
 /s/ David M. Maura
  
 
David M. Maura
  
       
 
 
 /s/ Tyler Kolarik
  
 
Tyler Kolarik
  
       


 
 
 
October 26, 2012
 
Attention: Intentional misstatements or omissions of fact constitute federal violations (see 18 U.S.C. § 1001).
 
 
 
 
 
 
 
Exhibit T
JOINT FILING AGREEMENT
 
The undersigned agree that this Amendment to Schedule 13D relating to the shares of Common Stock (par value $0.01 per share) of Spectrum Brands Holdings, Inc. shall be filed on behalf of the undersigned.
 
 
HARBINGER GROUP INC.
       
       
 
By:
/s/ Philip Falcone
  
   
Name:   Philip Falcone
  
   
Title:     Chief Executive Officer
  
       
 
 
 /s/ David M. Maura
  
 
David M. Maura
  
       
 
 
 /s/ Tyler Kolarik
  
 
Tyler Kolarik
  
       

October 26, 2012