CUSIP No. 84762L105 Page 12 of 19
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
the undersigned hereby amend their Schedule 13D Statement, dated February 28,
2008 (the "Schedule 13D"), relating to the common stock, par value $0.01 per
share (the "Common Stock"), of Spectrum Brands, Inc., a Wisconsin corporation
(the "Issuer"). This Amendment No. 1 is being filed by Harbinger Capital
Partners Master Fund I, Ltd. (the "Master Fund"), an investment fund, Harbinger
Capital Partners Offshore Manager, L.L.C. ("Harbinger Manager"), the investment
manager of the Master Fund, HMC Investors, L.L.C., its managing member ("HMC
Investors"), Harbinger Capital Partners Special Situations Fund, L.P. (the
"Special Fund"), an investment fund, Harbinger Capital Partners Special
Situations GP, LLC ("HCPSS"), the general partner of the Special Fund, HMC -
New York, Inc. ("HMCNY"), the managing member of HCPSS, Harbert Management
Corporation ("HMC"), the parent of HMCNY, Philip Falcone, a shareholder of HMC
and the portfolio manager of the Master Fund and the Special Fund, Raymond J.
Harbert, a shareholder of HMC and Michael D. Luce, a shareholder of HMC (each
of the Master Fund, Harbinger Manager, HMC Investors, the Special Fund, HCPSS,
HMCNY, HMC and Messrs. Falcone, Harbert and Luce, a "Reporting Person", and
collectively, the "Reporting Persons"). Capitalized terms used but not
otherwise defined herein shall have the meanings ascribed to such terms in the
Schedule 13D. As specifically amended and supplemented by this Amendment No. 1,
the Schedule 13D shall remain in full force and effect.
Item 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended by adding the following between the first and
second paragraphs of such Item 4:
On May 20, 2008, Salton, Inc., a Delaware corporation ("Salton") and
controlled affiliate of each of the Reporting Persons, Applica Pet Products
LLC, a Delaware limited liability company (together with Salton, the
"Purchaser"), a direct wholly-owned subsidiary of Salton and controlled
affiliate of each of the Reporting Persons, and the Issuer entered into a
definitive Purchase Agreement (the "Purchase Agreement") for the purchase of
the Issuer's Global Pet Business (the "Transaction"). Subject to the conditions
contained in the Purchase Agreement, the Purchaser will pay the Issuer $692.5
million in cash and will transfer to the Issuer (i) a principal amount of the
Issuer's Variable Rate Toggle Senior Subordinated Notes due 2013 equal to $98
million less an amount equal to accrued and unpaid interest on such notes since
the dates of the last interest payment for such notes (the "Transferred
Variable Rate Notes") and (ii) a principal amount of the Issuer's 7 3/8 percent
Senior Subordinated Notes due 2015 equal to $124.5 million less an amount equal
to accrued and unpaid interest on such notes since the dates of the last
interest payments for such notes (together with the Transferred Variable Rate
Notes, the "Transferred Notes"). Under the terms of the Purchase Agreement, the
purchase price is subject to customary adjustments, including for the financial
performance of the Global Pet Business derived from the 2007 audited financial
statements of the Global Pet Business, changes in working capital prior to
closing and certain expenses incurred in connection with the Transaction.
Funding for the Transaction (including the Transferred Notes that will be
transferred to the Issuer) will be provided by an equity investment in the
Purchaser by the Master Fund and the Special Fund, pursuant to the terms and
conditions of the Commitment Letters (as defined below). The Purchase Agreement
is incorporated by reference into this Item 4 and was previously filed as
Exhibit 2.1 on Form 8-K filed by Salton and dated May 27, 2008 (SEC file no.
001-14857).
Item 6. CONTRACTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES
OF THE ISSUER
Item 6 is hereby amended by adding the following:
The information contained in the amendment to Item 4 above is hereby
incorporated into this Item 6 by reference.
On May 20, 2008, the Master Fund entered into a commitment letter with
Salton (the "Master Fund Commitment Letter") and the Special Fund entered into
a commitment letter with Salton (the "Special Fund Commitment Letter" and
together with the Master Fund Commitment Letter, the "Commitment Letters"). The
Master Fund Commitment Letter is incorporated by reference into this Item 6 and
was previously filed as Exhibit 99.1 on Form 8-K filed by Salton and dated May
27, 2008 (SEC file no. 001-14857). The Special Fund Commitment Letter is
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