SEC Info - Harbinger Capital Partners Master Fund I, Ltd., et al. - ‘SC 13D/A’ on 7/16/08 re: Spectrum Brands, Inc.

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Harbinger Capital Partners Master Fund I, Ltd., et al. – ‘SC 13D/A’ on 7/16/08 re: Spectrum Brands, Inc.

On: Wednesday, 7/16/08, at 3:05pm ET · Accession #: 950142-8-1311 · File #: 5-53121

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 7/16/08  Harbinger Cap Partners Maste… Ltd SC 13D/A               3:51K  Spectrum Brands, Inc.             Paul Weiss Ri… LLP 01/FA
          Harbert Management Corporation
          Harbinger Capital Partners Master Fund I, Ltd.
          Harbinger Capital Partners Offshore Manager, L.L.C.
          Harbinger Capital Partners Special Situations Fund, L.P.
          Harbinger Capital Partners Special Situations GP, LLC
          HMC - New York, Inc.
          HMC Investors, L.L.C.
          Michael D. Luce
          Philip Falcone
          Raymond J. Harbert

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment No. 2                                       20     85K 
 2: EX-99       Exhibit C                                              3     12K 
 3: EX-99       Exhibit H                                              2     12K

SC 13D/A — Amendment No. 2
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Contracts, Understandings or Relationships With Respect to Securities of the Issuer Identity and Background Interest in Securities of the Issuer Is Hereby Amended and Restated in Its Entirety as Follows: Is Hereby Amended by Adding the Following: Material to Be Filed as Exhibits Purpose of Transaction Schedule 13D Source and Amount of Funds or Other Consideration
1	1st Page - Filing Submission
"	Schedule 13D
12	Item 2. Identity and Background
"	Item 3. Source and Amount of Funds or Other Consideration
"	Item 3. Is Hereby Amended and Restated in Its Entirety as Follows:
13	Item 4. Purpose of Transaction
14	Item 5. Interest in Securities of the Issuer
17	Item 6. Contracts, Understandings or Relationships With Respect to Securities of the Issuer
"	Item 6. Is Hereby Amended by Adding the Following:
"	Item 7. Material to Be Filed as Exhibits

SC 13D/A 1st Page of 20 TOC ↑Top Previous Next ↓Bottom Just 1st
 
================================================================================
UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT 
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 
RULE 13d-2(a) 
(AMENDMENT NO. 2)*

SPECTRUM BRANDS, INC. 
(Name of Issuer)

COMMON STOCK (PAR VALUE $0.01 PER SHARE)
(Title of Class of Securities)

84762L105 
(CUSIP Number)

WILLIAM R. LUCAS, JR. 
2100 THIRD AVENUE NORTH, SUITE 600
BIRMINGHAM, ALABAMA 35203 
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications) 

JULY 13, 2008 
(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 Rule 13d-1(e),  13d-1(f) or 13d-1(g),  check the following 
box [_]                                                                         

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.                                          

IMPORTANT   NOTE:  THE  SECURITIES  SET  FORTH  IN  THIS  REPORT  ARE  DIRECTLY 
BENEFICIALLY  OWNED BY HARBINGER  CAPITAL  PARTNERS  MASTER FUND I, LTD. AND/OR 
HARBINGER  CAPITAL PARTNERS SPECIAL  SITUATIONS FUND, L.P.  (COLLECTIVELY,  THE 
"FUNDS"). ALL OTHER ENTITIES AND PERSONS ARE INCLUDED WITHIN THIS REPORT DUE TO 
THEIR AFFILIATION WITH ONE OR BOTH OF THE FUNDS.                                

* 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 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).                                                                         

=============================================================================== 

SC 13D/A 2nd Page of 20 TOC 1st Previous Next ↓Bottom Just 2nd
CUSIP No. 84762L105                                                Page 2 of 20 

--------------------------------------------------------------------------------
1        NAME OF REPORTING PERSONS                                              

Harbinger Capital Partners Master Fund I, Ltd.                

--------------------------------------------------------------------------------
2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP       (a)     [_]     
                                                           (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)                                            

                                                                   [_]
--------------------------------------------------------------------------------
6        CITIZENSHIP OR PLACE OF ORGANIZATION                                   

Cayman Islands                                                
--------------------------------------------------------------------------------
       7     SOLE VOTING POWER

NUMBER OF                   -0-                             
                                ------------------------------------------------
SHARES               8     SHARED VOTING POWER            

BENEFICIALLY OWNED               3,500,000                            
                                ------------------------------------------------
BY EACH REPORTING           9    SOLE DISPOSITIVE POWER               

PERSON                     -0-                            
                                ------------------------------------------------
WITH                10    SHARED DISPOSITIVE POWER      

     3,500,000
--------------------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           

3,500,000                                                     
--------------------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  

                                                                   [_]
--------------------------------------------------------------------------------
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                     

6.6%                                                          
--------------------------------------------------------------------------------
14       TYPE OF REPORTING PERSON*                                              

OO                                                            
--------------------------------------------------------------------------------

SC 13D/A 3rd Page of 20 TOC 1st Previous Next ↓Bottom Just 3rd
CUSIP No. 84762L105                                                Page 3 of 20 

--------------------------------------------------------------------------------
1        NAME OF REPORTING PERSONS                                              

Harbinger Capital Partners Offshore Manager, L.L.C.           

--------------------------------------------------------------------------------
2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP       (a)     [_]     
                                                           (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)                                            

                                                                   [_]
--------------------------------------------------------------------------------
6        CITIZENSHIP OR PLACE OF ORGANIZATION                                   

Delaware                                                      
--------------------------------------------------------------------------------
       7     SOLE VOTING POWER

NUMBER OF                   -0-                             
                                ------------------------------------------------
SHARES               8     SHARED VOTING POWER            

BENEFICIALLY OWNED               3,500,000                            
                                ------------------------------------------------
BY EACH REPORTING           9    SOLE DISPOSITIVE POWER               

PERSON                     -0-                            
                                ------------------------------------------------
WITH                10    SHARED DISPOSITIVE POWER      

     3,500,000
--------------------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           

3,500,000                                                     
--------------------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  

                                                                   [_]
--------------------------------------------------------------------------------
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                     

6.6%                                                          
--------------------------------------------------------------------------------
14       TYPE OF REPORTING PERSON*                                              

OO                                                            
--------------------------------------------------------------------------------

SC 13D/A 4th Page of 20 TOC 1st Previous Next ↓Bottom Just 4th
CUSIP No. 84762L105                                                Page 4 of 20 

--------------------------------------------------------------------------------
1        NAME OF REPORTING PERSONS                                              

HMC Investors, L.L.C.                                         

--------------------------------------------------------------------------------
2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP       (a)     [_]     
                                                           (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)                                            

                                                                   [_]
--------------------------------------------------------------------------------
6        CITIZENSHIP OR PLACE OF ORGANIZATION                                   

Delaware                                                      
--------------------------------------------------------------------------------
       7     SOLE VOTING POWER

NUMBER OF                   -0-                             
                                ------------------------------------------------
SHARES               8     SHARED VOTING POWER            

BENEFICIALLY OWNED               3,500,000                            
                                ------------------------------------------------
BY EACH REPORTING           9    SOLE DISPOSITIVE POWER               

PERSON                     -0-                            
                                ------------------------------------------------
WITH                10    SHARED DISPOSITIVE POWER      

     3,500,000
--------------------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           

3,500,000                                                     
--------------------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  

                                                                   [_]
--------------------------------------------------------------------------------
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                     

6.6%                                                          
--------------------------------------------------------------------------------
14       TYPE OF REPORTING PERSON*                                              

OO                                                            
--------------------------------------------------------------------------------

SC 13D/A 5th Page of 20 TOC 1st Previous Next ↓Bottom Just 5th
CUSIP No. 84762L105                                                Page 5 of 20 

--------------------------------------------------------------------------------
1        NAME OF REPORTING PERSONS                                              

Harbinger Capital Partners Special Situations Fund, L.P.      

--------------------------------------------------------------------------------
2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP       (a)     [_]     
                                                           (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)                                            

                                                                   [_]
--------------------------------------------------------------------------------
6        CITIZENSHIP OR PLACE OF ORGANIZATION                                   

Delaware                                                      
--------------------------------------------------------------------------------
       7     SOLE VOTING POWER

NUMBER OF                   -0-                             
                                ------------------------------------------------
SHARES               8     SHARED VOTING POWER            

BENEFICIALLY OWNED               1,700,000                            
                                ------------------------------------------------
BY EACH REPORTING           9    SOLE DISPOSITIVE POWER               

PERSON                     -0-                            
                                ------------------------------------------------
WITH                10    SHARED DISPOSITIVE POWER      

     1,700,000
--------------------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           

1,700,000                                                     
--------------------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  

                                                                   [_]
--------------------------------------------------------------------------------
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                     

3.2%                                                          
--------------------------------------------------------------------------------
14       TYPE OF REPORTING PERSON*                                              

PN                                                            
--------------------------------------------------------------------------------

SC 13D/A 6th Page of 20 TOC 1st Previous Next ↓Bottom Just 6th
CUSIP No. 84762L105                                                Page 6 of 20 

--------------------------------------------------------------------------------
1        NAME OF REPORTING PERSONS                                              

Harbinger Capital Partners Special Situations GP, L.L.C.      

--------------------------------------------------------------------------------
2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP       (a)     [_]     
                                                           (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)                                            

                                                                   [_]
--------------------------------------------------------------------------------
6        CITIZENSHIP OR PLACE OF ORGANIZATION                                   

Delaware                                                      
--------------------------------------------------------------------------------
       7     SOLE VOTING POWER

NUMBER OF                   -0-                             
                                ------------------------------------------------
SHARES               8     SHARED VOTING POWER            

BENEFICIALLY OWNED               1,700,000                            
                                ------------------------------------------------
BY EACH REPORTING           9    SOLE DISPOSITIVE POWER               

PERSON                     -0-                            
                                ------------------------------------------------
WITH                10    SHARED DISPOSITIVE POWER      

     1,700,000
--------------------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           

1,700,000                                                     
--------------------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  

                                                                   [_]
--------------------------------------------------------------------------------
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                     

3.2%                                                          
--------------------------------------------------------------------------------
14       TYPE OF REPORTING PERSON*                                              

OO                                                            
--------------------------------------------------------------------------------

SC 13D/A 7th Page of 20 TOC 1st Previous Next ↓Bottom Just 7th
CUSIP No. 84762L105                                                Page 7 of 20 

--------------------------------------------------------------------------------
1        NAME OF REPORTING PERSONS                                              

HMC - New York, Inc.                                          

--------------------------------------------------------------------------------
2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP       (a)     [_]     
                                                           (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)                                            

                                                                   [_]
--------------------------------------------------------------------------------
6        CITIZENSHIP OR PLACE OF ORGANIZATION                                   

New York                                                      
--------------------------------------------------------------------------------
       7     SOLE VOTING POWER

NUMBER OF                   -0-                             
                                ------------------------------------------------
SHARES               8     SHARED VOTING POWER            

BENEFICIALLY OWNED               1,700,000                            
                                ------------------------------------------------
BY EACH REPORTING           9    SOLE DISPOSITIVE POWER               

PERSON                     -0-                            
                                ------------------------------------------------
WITH                10    SHARED DISPOSITIVE POWER      

     1,700,000
--------------------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           

1,700,000                                                     
--------------------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  

                                                                   [_]
--------------------------------------------------------------------------------
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                     

3.2%                                                          
--------------------------------------------------------------------------------
14       TYPE OF REPORTING PERSON*                                              

CO                                                            
--------------------------------------------------------------------------------

SC 13D/A 8th Page of 20 TOC 1st Previous Next ↓Bottom Just 8th
CUSIP No. 84762L105                                                Page 8 of 20 

--------------------------------------------------------------------------------
1        NAME OF REPORTING PERSONS                                              

Harbert Management Corporation                                

--------------------------------------------------------------------------------
2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP       (a)     [_]     
                                                           (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)                                            

                                                                   [_]
--------------------------------------------------------------------------------
6        CITIZENSHIP OR PLACE OF ORGANIZATION                                   

Alabama                                                       
--------------------------------------------------------------------------------
       7     SOLE VOTING POWER

NUMBER OF                   -0-                             
                                ------------------------------------------------
SHARES               8     SHARED VOTING POWER            

BENEFICIALLY OWNED               1,700,000                            
                                ------------------------------------------------
BY EACH REPORTING           9    SOLE DISPOSITIVE POWER               

PERSON                     -0-                            
                                ------------------------------------------------
WITH                10    SHARED DISPOSITIVE POWER      

     1,700,000
--------------------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           

1,700,000                                                     
--------------------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  

                                                                   [_]
--------------------------------------------------------------------------------
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                     

3.2%                                                          
--------------------------------------------------------------------------------
14       TYPE OF REPORTING PERSON*                                              

CO                                                            
--------------------------------------------------------------------------------

SC 13D/A 9th Page of 20 TOC 1st Previous Next ↓Bottom Just 9th
CUSIP No. 84762L105                                                Page 9 of 20 

--------------------------------------------------------------------------------
1        NAME OF REPORTING PERSONS                                              

Philip Falcone                                                

--------------------------------------------------------------------------------
2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP       (a)     [_]     
                                                           (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)                                            

                                                                   [_]
--------------------------------------------------------------------------------
6        CITIZENSHIP OR PLACE OF ORGANIZATION                                   

U.S.A                                                         
--------------------------------------------------------------------------------
       7     SOLE VOTING POWER

NUMBER OF                   -0-                             
                                ------------------------------------------------
SHARES               8     SHARED VOTING POWER            

BENEFICIALLY OWNED               5,200,000                            
                                ------------------------------------------------
BY EACH REPORTING           9    SOLE DISPOSITIVE POWER               

PERSON                     -0-                            
                                ------------------------------------------------
WITH                10    SHARED DISPOSITIVE POWER      

     5,200,000
--------------------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           

5,200,000                                                     
--------------------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  

                                                                   [_]
--------------------------------------------------------------------------------
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                     

9.9%                                                          
--------------------------------------------------------------------------------
14       TYPE OF REPORTING PERSON*                                              

IN                                                            
--------------------------------------------------------------------------------

SC 13D/A 10th Page of 20 TOC 1st Previous Next ↓Bottom Just 10th
CUSIP No. 84762L105                                               Page 10 of 20 

--------------------------------------------------------------------------------
1        NAME OF REPORTING PERSONS                                              

Raymond J. Harbert                                            

--------------------------------------------------------------------------------
2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP       (a)     [_]     
                                                           (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)                                            

                                                                   [_]
--------------------------------------------------------------------------------
6        CITIZENSHIP OR PLACE OF ORGANIZATION                                   

U.S.A.                                                        
--------------------------------------------------------------------------------
       7     SOLE VOTING POWER

NUMBER OF                   -0-                             
                                ------------------------------------------------
SHARES               8     SHARED VOTING POWER            

BENEFICIALLY OWNED               5,200,000                            
                                ------------------------------------------------
BY EACH REPORTING           9    SOLE DISPOSITIVE POWER               

PERSON                     -0-                            
                                ------------------------------------------------
WITH                10    SHARED DISPOSITIVE POWER      

     5,200,000
--------------------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           

5,200,000                                                     
--------------------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  

                                                                   [_]
--------------------------------------------------------------------------------
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                     

9.9%                                                          
--------------------------------------------------------------------------------
14       TYPE OF REPORTING PERSON*                                              

IN                                                            
--------------------------------------------------------------------------------

SC 13D/A 11th Page of 20 TOC 1st Previous Next ↓Bottom Just 11th
CUSIP No. 84762L105                                               Page 11 of 20 

--------------------------------------------------------------------------------
1        NAME OF REPORTING PERSONS                                              

Michael D. Luce                                               

--------------------------------------------------------------------------------
2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP       (a)     [_]     
                                                           (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)                                            

                                                                   [_]
--------------------------------------------------------------------------------
6        CITIZENSHIP OR PLACE OF ORGANIZATION                                   

U.S.A.                                                        
--------------------------------------------------------------------------------
       7     SOLE VOTING POWER

NUMBER OF                   -0-                             
                                ------------------------------------------------
SHARES               8     SHARED VOTING POWER            

BENEFICIALLY OWNED               5,200,000                            
                                ------------------------------------------------
BY EACH REPORTING           9    SOLE DISPOSITIVE POWER               

PERSON                     -0-                            
                                ------------------------------------------------
WITH                10    SHARED DISPOSITIVE POWER      

     5,200,000
--------------------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           

5,200,000                                                     
--------------------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  

                                                                   [_]
--------------------------------------------------------------------------------
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                     

9.9%                                                          
--------------------------------------------------------------------------------
14       TYPE OF REPORTING PERSON*                                              

IN                                                            
--------------------------------------------------------------------------------

SC 13D/A 12th Page of 20 TOC 1st Previous Next ↓Bottom Just 12th
CUSIP No. 84762L105                                               Page 12 of 20 

        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, as amended May 27, 2008 (as amended, 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. 2 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, member of HMC Investors and the 
portfolio manager of the Master Fund and the Special Fund,  Raymond J. Harbert, 
a  shareholder  of HMC and member of HMC  Investors  and  Michael  D.  Luce,  a 
shareholder  of HMC and  member  of HMC  Investors  (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. 2, the Schedule 13D 
shall remain in full force and effect.                                          

Item 2.  IDENTITY AND BACKGROUND                                                

        Sections  (a) - (c) and (f) of Item 2 are hereby  amended and restated
in their entirety as follows:                                                   

        (a-c,f) This Schedule 13D 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, 
member of HMC Investors  and the  portfolio  manager of the Master Fund and the 
Special  Fund,  Raymond  J.  Harbert,  a  shareholder  of HMC and member of HMC 
Investors and Michael D. Luce, a shareholder of HMC and member of HMC Investors 
(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").                                     

        The Master Fund is an exempted company organized under the laws of the
Cayman Islands with its principal  business address at c/o  International  Fund 
Services  (Ireland)  Limited,  Third Floor,  Bishop's  Square,  Redmond's Hill, 
Dublin 2, Ireland.  Each of Harbinger  Manager,  HMC Investors and HCPSS,  is a 
Delaware  limited  liability  company.  The Special Fund is a Delaware  limited 
partnership.  HMCNY is a New York corporation.  HMC is an Alabama  corporation. 
Each of Philip  Falcone,  Raymond J.  Harbert  and  Michael D. Luce is a United 
States citizen.  The principal  business address for each of Harbinger Manager, 
HMC Investors, HMC, Raymond J. Harbert and Michael D. Luce is 2100 Third Avenue 
North, Suite 600, Birmingham, Alabama 35203. The principal business address for 
each of the  Special  Fund,  HCPSS,  HMCNY and Philip  Falcone  is 555  Madison 
Avenue, 16th Floor, New York, New York 10022.                                   

Item 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION                      

   Item 3 is hereby amended and restated in its entirety as follows:

        As of the date  hereof the Master  Fund may be deemed to  beneficially
own 3,500,000 Shares.                                                           

SC 13D/A 13th Page of 20 TOC 1st Previous Next ↓Bottom Just 13th
CUSIP No. 84762L105                                               Page 13 of 20 

        As of the date hereof Harbinger  Manager may be deemed to beneficially
own 3,500,000 Shares.                                                           

        As of the date hereof HMC Investors may be deemed to beneficially  own
3,500,000 Shares.                                                               

        As of the date hereof the Special  Fund may be deemed to  beneficially
own 1,700,000 Shares.                                                           

        As of  the  date  hereof  HCPSS  may be  deemed  to  beneficially  own
1,700,000 Shares.                                                               

        As of  the  date  hereof  HMCNY  may be  deemed  to  beneficially  own
1,700,000 Shares.                                                               

        As of the date hereof HMC may be deemed to beneficially  own 1,700,000
Shares.                                                                         

        As of the date hereof Philip Falcone may be deemed to beneficially own
5,200,000 Shares.                                                               

        As of the date hereof Raymond J. Harbert may be deemed to beneficially
own 5,200,000 Shares.                                                           

        As of the date  hereof  Michael D. Luce may be deemed to  beneficially
own 5,200,000 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 is hereby amended and restated in its entirety as follows:

        The  Reporting  Persons  initially  reported  their  investment  on  a
Schedule 13G on December 26, 2006. Since that time, the Reporting  Persons have 
examined the financial and operating performance of the Issuer. As discussed in 
Item 6, on  February  26,  2008,  the  Issuer and Master  Fund  entered  into a 
confidentiality  and  standstill  letter  agreement (the  "Confidentiality  and 
Standstill  Agreement")  for the purpose of allowing  the Master Fund to obtain 
confidential  information  about  the  Issuer  so it can  evaluate  a  possible 
acquisition,  directly or through one of its  affiliates,  of certain assets of 
the Issuer. The Confidentiality and Standstill  Agreement is attached hereto as 
Exhibit A and is hereby incorporated into this Item 4 by reference.             

        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").  As discussed below, the 
Purchase  Agreement was terminated on July 13, 2008.  Subject to the conditions 
contained in the Purchase  Agreement,  the Purchaser would have paid the Issuer 
$692.5 million in cash and would have transferred 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 

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CUSIP No. 84762L105                                               Page 14 of 20 

Variable Rate Notes, the "Transferred Notes").  Under the terms of the Purchase 
Agreement,  the purchase price was 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) was to 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).                                                            

        On July 13, 2008,  the  Purchaser  and the Issuer  agreed to terminate
(the  "Termination   Agreement")  the  Purchase  Agreement.   Pursuant  to  the 
Termination  Agreement,  as a condition to the termination the Issuer agreed to 
pay $3,000,000 to the Purchaser  within two business days as a reimbursement of 
expenses.                                                                       

        On July 13,  2008,  the Issuer,  the Master Fund and the Special  Fund
entered  into a letter  agreement  (the  "Standstill  Termination  Agreement"), 
pursuant  to which the  Issuer  acknowledged  and agreed  that the  "Standstill 
Period" (as defined in the Confidentiality and Standstill Agreement and amended 
by the  letter  agreement,  dated as of May 20,  2008,  by and among the Master 
Fund, the Special Fund and the Issuer) was terminated effective immediately.    

        In connection  with the  termination  of the Purchase  Agreement,  the
Commitment Letters terminated automatically in accordance with their terms.     

        In addition,  the Issuer  announced that on July 13, 2008 the Issuer's
Board of Directors waived the  applicability of the restrictions on "Interested 
Stockholders" in Section 180.1140 et seq. of the Wisconsin Business Corporation 
Law with respect to the future  acquisitions of Common Stock by the Master Fund 
and the Special Fund.                                                           

        The Termination  Agreement is incorporated by reference into this Item
4 and was  previously  filed as  Exhibit  10.1 on Form 8-K filed by Salton  and 
dated  July 14,  2008  (SEC file no.  001-14857).  The  Standstill  Termination 
Agreement is attached hereto as Exhibit H and is hereby  incorporated onto this 
Item 4 by reference.                                                            

        Except as described in this Item 4 and in Item 6 herein, the Reporting
Persons have no present  plans or  proposals  that relate to or would result in 
any of the actions  required to be reported  herein.  However,  each  Reporting 
Person expects to evaluate on an ongoing basis the Issuer's financial condition 
and prospects and its interest in, and intentions  with respect to, the Issuer. 
Accordingly,  each Reporting Person reserves the right to change its intentions 
and  develop  plans or  proposals  at any  time,  as it deems  appropriate.  In 
particular,  each  Reporting  Person may at any time and from time to time,  in 
privately negotiated  transactions or otherwise,  acquire additional securities 
of the Issuer,  including additional Shares; dispose of all or a portion of the 
securities of the Issuer,  including the Shares, that the Reporting Persons now 
own or may hereafter  acquire;  and/or enter into derivative  transactions with 
institutional  counterparties  with  respect  to the  Issuer's  securities.  In 
addition, the Reporting Persons may engage in discussions with management,  the 
Board,  other  stockholders of the Issuer and other relevant parties concerning 
the capital structure,  business,  operations,  board composition,  management, 
strategy and future plans of the Issuer.                                        

Item 5.  INTEREST IN SECURITIES OF THE ISSUER                                   

   Item 5 is hereby amended and restated in its entirety as follows:

        (a, b) As of the date hereof,  the Master Fund may be deemed to be the
beneficial  owner  of  3,500,000  Shares,   constituting  6.6%  of  the  Shares 
outstanding  of the  Issuer,  based  upon the  52,767,673  Shares  stated to be 
outstanding  as of May 5, 2008 by the Issuer in the Issuer's  Form 10-Q for the 
quarter  ended March 30,  2008,  filed with the United  States  Securities  and 
Exchange Commission.                                                            

        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  3,500,000  Shares; 
has sole power to dispose or direct the disposition of 0 Shares; and has shared 
power to dispose or direct the disposition of 3,500,000 Shares.                 

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CUSIP No. 84762L105                                               Page 15 of 20 

        (a, b) As of the date  hereof,  Harbinger  Manager may be deemed to be
the  beneficial  owner of  3,500,000  Shares,  constituting  6.6% of the Shares 
outstanding  of the  Issuer,  based  upon the  52,767,673  Shares  stated to be 
outstanding  as of May 5, 2008 by the Issuer in the Issuer's  Form 10-Q for the 
quarter  ended March 30,  2008,  filed with the United  States  Securities  and 
Exchange Commission.                                                            

        Harbinger  Manager  has the sole power to vote or direct the vote of 0
Shares;  has the shared power to vote or direct the vote of  3,500,000  Shares; 
has sole power to dispose or direct the disposition of 0 Shares; and has shared 
power to dispose or direct the disposition of 3,500,000 Shares.                 

        Harbinger Manager  specifically  disclaims beneficial ownership in the
Shares reported herein except to the extent of its pecuniary interest therein.  

        (a, b) As of the date hereof,  HMC  Investors  may be deemed to be the
beneficial  owner  of  3,500,000  Shares,   constituting  6.6%  of  the  Shares 
outstanding  of the  Issuer,  based  upon the  52,767,673  Shares  stated to be 
outstanding  as of May 5, 2008 by the Issuer in the Issuer's  Form 10-Q for the 
quarter  ended March 30,  2008,  filed with the United  States  Securities  and 
Exchange Commission.                                                            

        HMC  Investors  has the  sole  power to vote or  direct  the vote of 0
Shares;  has the shared power to vote or direct the vote of  3,500,000  Shares; 
has sole power to dispose or direct the disposition of 0 Shares; and has shared 
power to dispose or direct the disposition of 3,500,000 Shares.                 

        HMC  Investors  specifically  disclaims  beneficial  ownership  in the
Shares reported herein except to the extent of its pecuniary interest therein.  

        (a, b) As of the date hereof, the Special Fund may be deemed to be the
beneficial  owner  of  1,700,000  Shares,   constituting  3.2%  of  the  Shares 
outstanding  of the  Issuer,  based  upon the  52,767,673  Shares  stated to be 
outstanding  as of May 5, 2008 by the Issuer in the Issuer's  Form 10-Q for the 
quarter  ended March 30,  2008,  filed with the United  States  Securities  and 
Exchange Commission.                                                            

        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  1,700,000  Shares; 
has sole power to dispose or direct the disposition of 0 Shares; and has shared 
power to dispose or direct the disposition of 1,700,000 Shares.                 

        (a, b) As of the date hereof, HCPSS may be deemed to be the beneficial
owner of 1,700,000 Shares,  constituting 3.2% of the Shares  outstanding of the 
Issuer,  based upon the 52,767,673 Shares stated to be outstanding as of May 5, 
2008 by the Issuer in the  Issuer's  Form 10-Q for the quarter  ended March 30, 
2008, filed with the United States Securities and Exchange Commission.          

        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 1,700,000 Shares; has sole power 
to dispose  or direct  the  disposition  of 0 Shares;  and has shared  power to 
dispose or direct the disposition of 1,700,000 Shares.                          

        HCPSS  specifically  disclaims  beneficial  ownership  in  the  Shares
reported herein except to the extent of its pecuniary interest therein.         

        (a, b) As of the date hereof, HMCNY may be deemed to be the beneficial
owner of 1,700,000 Shares,  constituting 3.2% of the Shares  outstanding of the 
Issuer,  based upon the 52,767,673 Shares stated to be outstanding as of May 5, 
2008 by the Issuer in the  Issuer's  Form 10-Q for the quarter  ended March 30, 
2008, filed with the United States Securities and Exchange Commission.          

        HMCNY has the sole power to vote or direct  the vote of 0 Shares;  has
the shared power to vote or direct the vote of 1,700,000 Shares; has sole power 
to dispose  or direct  the  disposition  of 0 Shares;  and has shared  power to 
dispose or direct the disposition of 1,700,000 Shares.                          

        HMCNY  specifically  disclaims  beneficial  ownership  in  the  Shares
reported herein except to the extent of its pecuniary interest therein.         

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CUSIP No. 84762L105                                               Page 16 of 20 

        (a, b) As of the date hereof,  HMC may be deemed to be the  beneficial
owner of 1,700,000 Shares,  constituting 3.2% of the Shares  outstanding of the 
Issuer,  based upon the 52,767,673 Shares stated to be outstanding as of May 5, 
2008 by the Issuer in the  Issuer's  Form 10-Q for the quarter  ended March 30, 
2008, filed with the United States Securities and Exchange Commission.          

        HMC has the sole power to vote or direct the vote of 0 Shares; has the
shared power to vote or direct the vote of 1,700,000 Shares;  has sole power to 
dispose or direct the disposition of 0 Shares;  and has shared power to dispose 
or direct the disposition of 1,700,000 Shares.                                  

        HMC specifically disclaims beneficial ownership in the Shares reported
herein except to the extent of its pecuniary interest therein.                  

        (a, b) As of the date hereof,  Philip  Falcone may be deemed to be the
beneficial  owner  of  5,200,000  Shares,   constituting  9.9%  of  the  Shares 
outstanding  of the  Issuer,  based  upon the  52,767,673  Shares  stated to be 
outstanding  as of May 5, 2008 by the Issuer in the Issuer's  Form 10-Q for the 
quarter  ended March 30,  2008,  filed with the United  States  Securities  and 
Exchange Commission.                                                            

        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 5,200,000  Shares;  has sole 
power to dispose or direct the disposition of 0 Shares; and has shared power to 
dispose or direct the disposition of 5,200,000 Shares.                          

        Mr. Falcone specifically  disclaims beneficial ownership in the Shares
reported herein except to the extent of his pecuniary interest therein.         

        (a, b) As of the date  hereof,  Raymond J. Harbert may be deemed to be
the  beneficial  owner of  5,200,000  Shares,  constituting  9.9% of the Shares 
outstanding  of the  Issuer,  based  upon the  52,767,673  Shares  stated to be 
outstanding  as of May 5, 2008 by the Issuer in the Issuer's  Form 10-Q for the 
quarter  ended March 30,  2008,  filed with the United  States  Securities  and 
Exchange Commission.                                                            

        Mr. Harbert has the sole power to vote or direct the vote of 0 Shares;
has the shared power to vote or direct the vote of 5,200,000  Shares;  has sole 
power to dispose or direct the disposition of 0 Shares; and has shared power to 
dispose or direct the disposition of 5,200,000 Shares.                          

        Mr. Harbert specifically  disclaims beneficial ownership in the Shares
reported herein except to the extent of his pecuniary interest therein.         

        (a, b) As of the date hereof,  Michael D. Luce may be deemed to be the
beneficial  owner  of  5,200,000  Shares,   constituting  9.9%  of  the  Shares 
outstanding  of the  Issuer,  based  upon the  52,767,673  Shares  stated to be 
outstanding  as of May 5, 2008 by the Issuer in the Issuer's  Form 10-Q for the 
quarter  ended March 30,  2008,  filed with the United  States  Securities  and 
Exchange Commission.                                                            

        Mr.  Luce has the sole  power to vote or direct  the vote of 0 Shares;
has the shared power to vote or direct the vote of 5,200,000  Shares;  has sole 
power to dispose or direct the disposition of 0 Shares; and has shared power to 
dispose or direct the disposition of 5,200,000 Shares.                          

        Mr. Luce  specifically  disclaims  beneficial  ownership in the Shares
reported herein except to the extent of his pecuniary interest therein.         

(c) Not applicable.                                           

(d) Not applicable.                                           

(e) Not applicable.                                           

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CUSIP No. 84762L105                                               Page 17 of 20 

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 with respect to
the  Termination  Agreement,  the  Standstill  Termination  Agreement  and  the 
Commitment Letters above is hereby incorporated into this Item 6 by reference.  

Item 7.  MATERIAL TO BE FILED AS EXHIBITS                                       

Item 7 is hereby amended by adding the following:             

Exhibit C: Joint Filing Agreement                             

        Exhibit G:  Termination  Agreement,  dated as of July 13, 2008, by and
among  Salton,  Inc.,  Applica Pet Products LLC and  Spectrum  Brands,  Inc. is 
incorporated  by  reference  into the  Schedule 13D as Exhibit 10.1 on Form 8-K 
filed by the Issuer and dated July 14, 2008 (SEC file no. 001-14857).           

        Exhibit  H:  Standstill  Termination  Agreement,  dated as of July 13,
2008, by and among Spectrum  Brands,  Inc.,  Harbinger  Capital Partners Master 
Fund I, Ltd. and Harbinger Capital Partners Special Situations Fund, L.P.       

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CUSIP No. 84762L105                                               Page 18 of 20 

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 CAPITAL PARTNERS MASTER FUND I, LTD.

                        By:  Harbinger Capital Partners Offshore
         Manager, L.L.C.

           By:  HMC Investors, L.L.C.,
         Managing Member

              By:  /s/ William R. Lucas, Jr.
                                 ---------------------------------------
                      Name:  William R. Lucas, Jr.
                         Title: Executive Vice President

                            HARBINGER CAPITAL PARTNERS OFFSHORE MANAGER,
L.L.C.*         

           By:  HMC Investors, L.L.C.,
         Managing Member

              By:  /s/ William R. Lucas, Jr.
                                 ---------------------------------------
                      Name:  William R. Lucas, Jr.
                         Title: Executive Vice President

      HMC INVESTORS, L.L.C.*

              By:  /s/ William R. Lucas, Jr.
                       ---------------------------------------
            Name:  William R. Lucas, Jr.
               Title: Executive Vice President

                             HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS
FUND, L.P.      

                       By:  Harbinger Capital Partners Special
            Situations GP, LLC
         Managing Member

                          By:  HMC - New York, Inc., Managing Member

              By:  /s/ William R. Lucas, Jr.
                                 ---------------------------------------
                      Name:  William R. Lucas, Jr.
                         Title: Executive Vice President

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CUSIP No. 84762L105                                               Page 19 of 20 

                             HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS
GP, LLC*        

                          By:  HMC - New York, Inc., Managing Member

              By:  /s/ William R. Lucas, Jr.
                                 ---------------------------------------
                      Name:  William R. Lucas, Jr.
                         Title: Executive Vice President

     HMC - NEW YORK, INC.*

              By:  /s/ William R. Lucas, Jr.
                                 ---------------------------------------
                      Name:  William R. Lucas, Jr.
                         Title: Executive Vice President

               HARBERT MANAGEMENT CORPORATION*

              By:  /s/ William R. Lucas, Jr.
                         -------------------------------
                      Name:  William R. Lucas, Jr.
                         Title: Executive Vice President
                         & General Counsel

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CUSIP No. 84762L105                                               Page 20 of 20 

   /s/ Philip Falcone*
                    ------------------------------------
Philip Falcone  

       /s/ Raymond J. Harbert*
                    ------------------------------------
  Raymond J. Harbert

    /s/ Michael D. Luce*
                    ------------------------------------
Michael D. Luce 

July 16, 2008                                                                   

*The Reporting Persons disclaim beneficial ownership in the shares reported     
herein except to the extent of their pecuniary interest therein.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D/A’ Filing	Date	First	Last	Other Filings

Filed on:	7/16/08	20		4, 4/A, SC 13D/A
	7/14/08	14	17	8-K
	7/13/08	1	17	8-K
	5/27/08	12	14	3, 4, SC 13D/A, SC 13G/A
	5/20/08	13	14	8-K
	5/5/08	14	16	3, 4
	3/30/08	14	16	10-Q
	2/28/08	12		3
	2/26/08	13		4
	12/26/06	13		4, SC 13G
				List all Filings

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Filing Submission 0000950142-08-001311 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Harbinger Capital Partners Master Fund I, Ltd., et al. – ‘SC 13D/A’ on 7/16/08 re: Spectrum Brands, Inc.

On: Wednesday, 7/16/08, at 3:05pm ET · Accession #: 950142-8-1311 · File #: 5-53121

Previous ‘SC 13D’: ‘SC 13D/A’ on 6/13/08 · Next: ‘SC 13D/A’ on 7/16/08 · Latest: ‘SC 13D/A’ on 5/24/16

Amendment to General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

SC 13D/A — Amendment No. 2Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

SC 13D/A — Amendment No. 2
Document Table of Contents