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. 3)
Applica Incorporated
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
03815A106
--------------------------------------------------------------------------------
(CUSIP Number)
William R. Lucas, Jr.
One Riverchase Parkway South
Birmingham, Alabama 35244
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 2, 2006
--------------------------------------------------------------------------------
(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.
----------
(1) 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).
CUSIP No. 03815A106
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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 BY 7,921,200
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
7,921,200
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,921,200
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.55%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
CUSIP No. 03815A106
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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 BY 7,921,200
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
7,921,200
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,921,200
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.55%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
CUSIP No. 03815A106
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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 BY 7,921,200
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
7,921,200
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,921,200
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.55%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
CUSIP No. 03815A106
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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*
________________________________________________________________________________
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 BY 0
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
CUSIP No. 03815A106
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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 BY 7,921,200
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
7,921,200
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,921,200
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.55%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
CUSIP No. 03815A106
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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 BY 7,921,200
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
7,921,200
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,921,200
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.55%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
CUSIP No. 03815A106
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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 BY 7,921,200
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
7,921,200
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,921,200
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.55%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
CUSIP No. 03815A106
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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 BY 7,921,200
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
7,921,200
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,921,200
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.55%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
CUSIP No. 03815A106
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbinger Capital Partners Special Situations GP, LLC
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
________________________________________________________________________________
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 BY 0
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
CUSIP No. 03815A106
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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*
________________________________________________________________________________
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 BY 0
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
CUSIP No.03815A106
ITEM 1. SECURITY AND ISSUER.
Applica Incorporated (the "Issuer"), Common Stock, $0.10 par value (the
"Shares")
The address of the issuer is 3633 Flamingo Road, Miramar, Florida 33027.
ITEM 2. IDENTITY AND BACKGROUND.
(a-c, f) This Schedule 13D is being filed by Harbinger Capital Partners
Master Fund I, Ltd. (the "Master Fund"), Harbinger Capital Partners Offshore
Manager, L.L.C. ("Harbinger Management"), 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"), Harbinger
Capital Partners Special Situations GP, LLC, the general partner of the Special
Fund ("HCPSS"), HMC - New York, Inc., the managing member of HCPSS ("HMCNY"),
Harbert Management Corporation ("HMC"), the managing member of HMC Investors and
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 Management, HMC Investors, HMC, Special Fund, HCPSS,
HMCNY, Philip Falcone, Raymond J. Harbert and Michael D. Luce may be referred to
herein as a "Reporting Person" and collectively may be referred to as "Reporting
Persons").
The Master Fund is a Cayman Islands corporation 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
Management, HMC Investors and HCPSS is a Delaware limited liability company. The
Special Fund is a Delaware limited partnership. HMC is an Alabama corporation.
HMCNY is a New York corporation. Each of Philip Falcone, Raymond J. Harbert and
Michael D. Luce is a United States citizen. 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. The principal business address for each of
Harbinger Management, HMC Investors, HMC, Raymond J. Harbert and Michael D. Luce
is One Riverchase Parkway South, Birmingham, Alabama 35244.
(d) None of Philip Falcone, Raymond J. Harbert or Michael D. Luce has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the Reporting Persons have, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding were or are subject to a
judgement, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or state securities laws or finding
any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As of the date hereof the Master Fund may be deemed to beneficially own
7,921,200 Shares.
As of the date hereof Harbinger Management may be deemed to beneficially own
7,921,200 Shares.
As of the date hereof HMC Investors may be deemed to beneficially own 7,921,200
Shares.
As of the date hereof the Special Fund may be deemed to beneficially own
0 Shares.
As of the date hereof HCPSS may be deemed to beneficially own 0 Shares.
As of the date hereof HMCNY may be deemed to beneficially own 0 Shares.
As of the date hereof HMC may be deemed to beneficially own 7,921,200 Shares.
As of the date hereof Philip Falcone may be deemed to beneficially own 7,921,200
Shares.
As of the date hereof Raymond J. Harbert may be deemed to beneficially own
7,921,200 Shares.
As of the date hereof Michael D. Luce may be deemed to beneficially own
7,921,200 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.
The Reporting Persons have acquired their Shares of the Issuer for investment.
The Reporting Persons evaluate their investment in the Shares on a continual
basis including, without limitation, for possible synergies with their other
current investments.
David Maura, a consultant to HMC since March 2006, was previously an
analyst for several financial services firms. For a number of years, in his role
as an analyst, Mr. Maura discussed with representatives of the Issuer and
Salton, Inc. ("Salton") the advantages of consolidating with other industry
participants. On June 6, 2006, certain of the Reporting Persons acquired
preferred stock of Salton convertible into approximately 15.54% of Salton's
outstanding common stock. Certain of the Reporting Persons also hold debt of
Salton. On June 2, 2006, Mr. Maura was elected a director of Salton. Since his
election, Mr. Maura has discussed with a senior executive officer of Salton, a
possible combination of Salton with the Issuer, although such discussions are
not continuing.
The Reporting Persons have been advised by Salton that Salton signed a
confidentiality agreement with the Issuer containing a standstill that purports
to bind Salton and its affiliates (as defined in Rule 12b-2). Neither the
Reporting Persons nor Mr. Maura ever have seen a copy of the letter. Mr. Maura
does not believe that he received any confidential information that may have
been given by the Issuer to Salton. The Reporting Persons do not believe they
are bound by the standstill, nor has the Issuer suggested anything to the
contrary.
On July 24, 2006, the Issuer announced that the Issuer, NACCO Industries, Inc.
("NACCO") and HB-PS Holding Company, Inc. ("HB-PS") had entered into definitive
agreements that are intended to result in the merger of the Issuer into HB-PS
(the "Merger"). On July 31, 2006, Mr. Maura called a senior officer of the
Issuer about the status of the proposed Merger. The officer indicated that the
Issuer was preparing a proxy statement seeking shareholder approval of the
Merger. He also said the Issuer would be meeting with shareholders, including
the Reporting Persons, to promote acceptance of the proposed Merger and was
counting on the Reporting Persons voting their Shares in favor of the Merger.
The officer raised the matter of the Florida Control Shares Act (Florida
Statutes, Section 607.0902) which, among other things, purports to strip certain
of the voting rights of the Shares beneficially owned and which may be acquired
by the Reporting Persons, and purport to permit the issuer to purchase some or
all of the Shares at fair value. The officer said that he did not believe that
the Issuer currently intended to apply the Florida Control Shares Act to the
Reporting Persons.
On August 2, 2006, the Master Fund, Harbinger Management, HMC Investors, the
Special Fund, HCPSS, HMCNY, HMC, Philip Falcone, Raymond J. Harbert and Michael
D. Luce (the "Acquiring Person") filed an Acquiring Person Statement, attached
as Exhibit C, with the Issuer pursuant to the Florida Control Shares Act seeking
a vote of the Issuer's shareholders (other than the Reporting Persons and the
Issuer's management) to confirm that the Shares beneficially owned and which may
be acquired by the Acquiring Person have full voting rights. The Acquiring
Person reserved the right to challenge the constitutionality and validity of the
Florida Control Shares Act and/or the validity of any purported application
thereof to the Acquiring Person.
The Reporting Persons reserve the right to be in contact with members of the
Issuer's management, the members of the Issuer's Board of Directors, other
significant shareholders, NAACO's management and directors and others regarding
alternatives that the Issuer could employ to maximize shareholder value. The
Reporting Persons also reserve the right to effect transactions that would
change the number of shares they may be deemed to beneficially own. Further, the
Reporting Persons reserve the right to act in concert with any other
shareholders of the Issuer, or other persons, for a common purpose should they
determine to do so, and/or to recommend courses of action to the Issuer's
management, the Issuer's Board of Directors and the shareholders of the Issuer.
Other than as set forth above, the Reporting Persons have no plan or proposal as
of the date of this filing which, other than as expressly set forth above,
relates to, or would result in, any of the actions enumerated in Item 4 of the
instructions to Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a, b) As of the date hereof, the Master Fund may be deemed to be the
beneficial owner of 7,921,200 Shares, constituting 32.55% of the Shares of the
Issuer, based upon 24,334,569 Shares outstanding as of May 1, 2006.
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 7,921,200 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 7,921,200 Shares.
(a, b) As of the date hereof, Harbinger Management may be deemed to be the
beneficial owner of 7,921,200 Shares, constituting 32.55% of the Shares of the
Issuer, based upon 24,334,569 Shares outstanding as of May 1, 2006.
Harbinger Management has the sole power to vote or direct the vote of 0
Shares; has the shared power to vote or direct the vote of 7,921,200 Shares; has
sole power to dispose or direct the disposition of 0 Shares; and has shared
power to dispose or direct the disposition of 7,921,200 Shares.
Harbinger Management 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 7,921,200 Shares, constituting 32.55% of the Shares of the
Issuer, based upon 24,334,569 Shares outstanding as of May 1, 2006.
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 7,921,200 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 7,921,200 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 0 Shares, constituting 0% of the Shares of the
Issuer, based upon 24,334,569 Shares outstanding as of May 1, 2006.
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 0 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 0 Shares.
The Special Fund 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, HCPSS may be deemed to be the beneficial
owner of 0 Shares, constituting 0% of the Shares of the Issuer,
based upon 24,334,569 Shares outstanding as of May 1, 2006.
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 0 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 0 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 0 Shares, constituting 0% of the Shares of the Issuer,
based upon 24,334,569 Shares outstanding as of May 1, 2006.
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 0 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 0 Shares.
HMCNY 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 may be deemed to be the beneficial owner
of 7,921,200 Shares, constituting 32.55% of the Shares of the Issuer, based upon
24,334,569 Shares outstanding as of May 1, 2006.
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 7,921,200 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 7,921,200 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 7,921,200 Shares, constituting 32.55% of the Shares of the
Issuer, based upon 24,334,569 Shares outstanding as of May 1, 2006.
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 7,921,200 Shares; has sole power
to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 24,334,569 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 7,921,200 Shares, constituting 32.55% of the Shares of the
Issuer, based upon 24,334,569 Shares outstanding as of May 1, 2006.
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 7,921,200 Shares; has sole power
to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 7,921,200 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 7,921,200 Shares, constituting 32.55% of the Shares of the
Issuer, based upon 24,334,569 Shares outstanding as of May 1, 2006.
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 7,921,200 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 7,921,200 Shares.
Mr. Luce specifically disclaims beneficial ownership in the Shares reported
herein except to the extent of his pecuniary interest therein.
(c) The trading dates, number of Shares purchased and sold and price per
share for all transactions in the Shares since the previous amendment to
Schedule 13D by the Reporting Persons are set forth in Exhibit B.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
N/A.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A: Agreement between the Reporting Persons to file jointly
Exhibit B: Schedule of Transactions in the Shares of the Issuer
Exhibit C: Acquiring Person Statement
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/ DAVID A. BOUTWELL
------------------------
Harbinger Capital Partners Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member
By: /s/ DAVID A. BOUTWELL
------------------------
HMC Investors, L.L.C.
By: /s/ DAVID A. BOUTWELL
------------------------
Harbinger Capital Partners Special Situations Fund, L.P.
By: Harbinger Capital Partners Special Situations GP, LLC
By: HMC - New York, Inc.
By: /s/ DAVID A. BOUTWELL
------------------------
Harbinger Capital Partners Special Situations GP, LLC
By: HMC - New York, Inc.
By: /s/ DAVID A. BOUTWELL
---------------------------------
HMC - New York, Inc.
By: /s/ DAVID A. BOUTWELL
------------------------
Harbert Management Corporation
By: /s/ DAVID A. BOUTWELL
------------------------
/s/ PHILIP FALCONE
------------------------
Philip Falcone
------------------------
/s/ RAYMOND J. HARBERT
------------------------
Raymond J. Harbert
/s/ MICHAEL D. LUCE
------------------------
Michael D. Luce
August 2, 2006
Attention: Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D, Amendment No. 3, dated August 2,
2006 relating to the Common Stock, $0.10 par value of Applica Incorporated shall
be filed on behalf of the undersigned.
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/ DAVID A. BOUTWELL
------------------------
Harbinger Capital Partners Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member
By: /s/ DAVID A. BOUTWELL
------------------------
HMC Investors, L.L.C.
By: /s/ DAVID A. BOUTWELL
------------------------
Harbinger Capital Partners Special Situations Fund, L.P.
By: Harbinger Capital Partners Special Situations GP, LLC
By: HMC - New York, Inc.
By: /s/ DAVID A. BOUTWELL
------------------------
Harbinger Capital Partners Special Situations GP, LLC
By: HMC - New York, Inc.
By: /s/ DAVID A. BOUTWELL
---------------------------------
HMC - New York, Inc.
BY: // JOEL B. PIASSICK
------------------------
Harbert Management Corporation
By: /s/ JOEL B. PIASSICK
------------------------
/s/ PHILIP FALCONE
------------------------
Philip Falcone
------------------------
/s/ RAYMOND J. HARBERT
------------------------
Raymond J. Harbert
/s/ MICHAEL D. LUCE
------------------------
Michael D. Luce
August 2, 2006
Exhibit B
TRANSACTIONS BY HARBINGER CAPITAL PARTNERS MASTER FUND, L.P.
Transactions in the Common Stock, $0.10 par value
-------------------------------------------------
Date of Number of Shares
Transaction Purchase/(Sold) Price of Shares
--------------------------- -------------------------- -------------------------
7/26/06 44,800 $3.92
7/25/06 31,000 3.94
7/24/06 36,100 3.76
6/27/06 20,200 4.48
Exhibit C
ACQUIRING PERSON STATEMENT
Pursuant to the Florida Control Shares Act, Florida Statutes, Section 607.0902
=============================================================
APPLICA INCORPORATED
--------------------
(NAME OF ISSUING PUBLIC CORPORATION)
3633 FLAMINGO ROAD, MIRAMAR, FLORIDA
------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)
=============================================================
HARBINGER CAPITAL PARTNERS
MASTER FUND I, LTD. AND OTHERS NAMED BELOW
------------------------------------------
NAME OF ACQUIRING PERSON
=============================================================
AUGUST 2, 2006
=============================================================
ITEM (a) IDENTITY OF THE ACQUIRING PERSON:
Harbinger Capital Partners Master Fund I, Ltd. (the "Master Fund I"),
Harbinger Capital Partners Offshore Manager, L.L.C., the investment manager of
the Master Fund I ("HCPO"), HMC Investors, L.L.C., its managing member ("HMCI"),
Harbinger Capital Partners Special Situations Fund, L.P. (the "Special Fund" and
together with the Master Fund I, the "Master Funds"), Harbinger Capital Partners
Special Situations GP, LLC, the general partner of the Special Fund ("HCPSS"),
HMC - New York, Inc., its managing member ("HMCNY"), and Harbert Management
Corporation, as the managing member of HMCI (and parent of HMCNY) ("HMC"),
Philip Falcone, a shareholder of HMC and the portfolio manager of the Master
Funds, Raymond J. Harbert, a shareholder of HMC, and Michael D. Luce, a
shareholder of HMC (collectively the "Acquiring Person"). The Master Fund I,
HCPO and HMCI are collectively referred to herein as the "Master Fund Entities"
and the Special Fund, HCPSS and HMCNY are collectively referred to herein as the
"Special Fund Entities."
ITEM (b) PURPOSE OF THIS STATEMENT:
This Acquiring Person Statement is given pursuant to Section 607.0902,
of the Florida Statutes (the "Control Shares Act").
ITEM (c) NUMBER OF SHARES OWNED:
The Acquiring Person owns, directly or indirectly, 7,921,200 shares of
Common Stock of Applica Incorporated (the "Company"). Each of the entities which
comprise the Master Fund Entities may be deemed to beneficially own, within the
meaning of Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"), 7,921,200 shares. Each of the entities which comprise the Special Fund
Entities do not currently beneficially own any shares but may acquire shares of
Common Stock in the future. Philip Falcone, as the portfolio manager of the
Master Funds, and HMC, together with Raymond J. Harbert and Michael D. Luce as a
result of their respective ownership interests in HMC, may be deemed to
beneficially own all 7,921,200 shares and to beneficially own any shares
acquired by the Special Fund Entities. Each of the entities (other than the
Master Funds) and persons which comprise the Acquiring Person specifically
disclaim beneficial ownership in the foregoing shares except to the extent of
its or his respective pecuniary interest therein.
ITEM (d) RANGES OF VOTING POWER:
Except for the possible effect of Section 607.0902 of the Control
Shares Act, the Acquiring Person would be deemed to have voting power, as
provided in Section 607.0902 of the Control Shares Act, with respect to
7,921,200 shares of the Company's Common Stock, or approximately 32.6 percent of
the issued and outstanding shares of the class (based on 24,334,569 shares
outstanding as of May 1, 2006 as set forth in the Company's Form 10-Q for the
quarter ended March 31, 2006), which falls within the range of one-fifth or more
but less than one-third of voting power range as set forth in Section 607.0902.
In addition, the Acquiring Person may acquire additional shares of the Company's
Common Stock (including additional "control share acquisitions" within the
meaning of Section 607.0902) pursuant to which its range of voting power may
exceed both (i) the one-third or more but less than a majority of all voting
power range, and (ii) the majority or more of all voting power range.
ITEM (e) PLANS WITH RESPECT TO ADDITIONAL PURCHASES OF COMMON STOCK:
With respect to additional purchases of the Company's Common Stock
which the Acquiring Person may make (including without limitation any purchases
which would be deemed to constitute a "control-share acquisition" within the
meaning of Section 607.0902) (the "Additional Purchases"), the Acquiring Person:
(1) intends to conduct any such Additional Purchases at
prevailing market rates over the public markets or in privately-negotiated
transactions with other shareholders; and
(2) represents that if consummated, all such Additional
Purchases will not be contrary to law and that it has the financial capacity to
make all such Additional Purchases out of funds currently owned by the Master
Funds without the necessity of borrowing any funds. The Acquiring Person bases
its statement regarding compliance with law on its intended compliance with
applicable state and federal laws, including federal securities laws.
OTHER CONSIDERATIONS:
The Acquiring Person reserves the right to challenge the
constitutionality and validity of the Florida Control Share Act and/or the
validity of any purported application thereof to the Acquiring Person.