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. )
Applica Incorporated
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(Name of Issuer)
Common Stock, $0.10 par value
--------------------------------------------------------------------------------
(Title of Class of Securities)
03815A106
--------------------------------------------------------------------------------
(CUSIP Number)
Joel Piassick
One Riverchase Parkway South
Birmingham, Alabama 35244
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 10, 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 [X].
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.
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(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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
6,000,000
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
6,000,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,000,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.7%
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
6,000,000
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
6,000,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,000,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.7%
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
6,000,000
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
6,000,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,000,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.7%
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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
6,000,000
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
6,000,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,000,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.7%
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.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
6,000,000
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
6,000,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,000,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.7%
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.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
6,000,000
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
6,000,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,000,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.7%
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.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
6,000,000
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
6,000,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,000,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.7%
14. TYPE OF REPORTING PERSON*
IN
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"), Harbert Management
Corporation ("HMC"), the managing member of HMC Investors, Philip Falcone, a
member of HMC and the portfolio manager of the Master Fund, Raymond J. Harbert,
a member of HMC, and Michael D. Luce, a member of HMC (each of the Master Fund,
Harbinger Management, HMC Investors, HMC, 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
and HMC Investors is a Delaware limited liability company. 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 Philip Falcone is 555
Madison Avenue, 16th Floor, New York, New York 10022. The principal business
address for each of HMC 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
6,000,000 Shares.
As of the date hereof HMC Management may be deemed to beneficially own 6,000,000
Shares.
As of the date hereof HMC Investors may be deemed to beneficially own 6,000,000
Shares.
As of the date hereof HMC may be deemed to beneficially own 6,000,000 Shares.
As of the date hereof Philip Falcone may be deemed to beneficially own 6,000,000
Shares.
As of the date hereof Raymond J. Harbert may be deemed to beneficially own
6,000,000 Shares.
As of the date hereof Michael D. Luce may be deemed to beneficially own
6,000,000 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.
The Shares held by the Reporting Persons were acquired for, and are being held
for, investment purposes only. The acquisitions of the Shares were made in the
ordinary course of the Reporting Persons' business or investment activities, as
the case may be.
The Reporting Persons have no plan or proposal which 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 6,000,000 Shares, constituting 24.7% of the Shares of the Issuer, based
upon 24,334,569 Shares estimated to be outstanding.
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 6,000,000 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 6,000,000 Shares.
(a, b) As of the date hereof, HMC Management may be deemed to be the beneficial
owner of 6,000,000 Shares, constituting 24.7% of the Shares of the Issuer, based
upon 24,334,569 Shares estimated to be outstanding.
HMC 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 6,000,000 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 6,000,000 Shares.
HMC 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 6,000,000 Shares, constituting 24.7% of the Shares of the Issuer, based
upon 24,334,569 Shares estimated to be outstanding.
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 6,000,000 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 6,000,000 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, HMC may be deemed to be the beneficial owner of
6,000,000 Shares, constituting 24.7% of the Shares of the Issuer, based upon
24,334,569 Shares estimated to be outstanding.
HMC as the sole power to vote or direct the vote of 0 Shares; has the
shared power to vote or direct the vote of 6,000,000 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 6,000,000 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 6,000,000 Shares, constituting 24.7% of the Shares of the Issuer, based
upon 24,334,569 Shares estimated to be outstanding.
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 6,000,000 Shares; has sole power
to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 6,000,000 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 6,000,000 Shares, constituting 24.7% of the Shares of the
Issuer, based upon 24,334,569 Shares estimated to be outstanding.
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 6,000,000 Shares; has sole power
to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 6,000,000 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 6,000,000 Shares, constituting 24.7% of the Shares of the Issuer, based
upon 24,334,569 Shares estimated to be outstanding.
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 6,000,000 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 6,000,000 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 in the past 60 days 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
________________________________________________________________________________
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.
Harbert Distressed Investment Master Fund, Ltd.
By: HMC Distressed Investment Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member
By: /s/ Joel B. Piassick
------------------------
HMC Distressed Investment Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member
By: /s/ Joel B. Piassick
------------------------
HMC Investors, L.L.C.
By: /s/ 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
May 17, 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 dated May 17, 2006 relating to the
Common Stock, $0.10 par value of Applica Incorporated shall be filed on behalf
of the undersigned.
Harbert Distressed Investment Master Fund, Ltd.
By: HMC Distressed Investment Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member
By: /s/ Joel B. Piassick
------------------------
HMC Distressed Investment Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member
By: /s/ Joel B. Piassick
------------------------
HMC Investors, L.L.C.
By: /s/ 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
May 17, 2006
Exhibit B
TRANSACTIONS BY HARBERT DISTRESSED INVESTMENT MASTER FUND
Transactions in the Common Stock, $0.10 par value
-------------------------------------------------
Date of Number of Shares Price of Shares
Transaction Purchase/(Sold)
2/24/06 191,350 $1.73
2/27/06 290,150 $1.93
2/28/06 228,135 $2.08
3/1/06 107,500 $2.12
3/2/06 44,170 $2.29
3/2/06 157,065 $2.42
3/3/06 300,000 $2.52
3/6/06 81,450 $2.52
3/7/06 145,310 $2.53
3/8/06 240,750 $2.55
3/9/06 173,250 $2.21
3/10/06 120,200 $2.32
3/13/06 82,400 $2.54
3/14/06 59,100 $2.52
3/15/06 103,900 $2.89
3/21/06 15,000 $2.57
4/4/06 1,400,000 $3.24
4/20/06 44,900 $3.60
4/20/06 648,400 $3.40
4/28/06 162,000 $3.91
5/2/06 75,270 $3.80
5/3/06 102,700 $3.85
5/10/06 1,227,000 $4.25
SK 03773 0001 670386